10-12B

As filed with the U.S. Securities and Exchange Commission on December 15, 2022

File No. [●]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

Crane Company

(Exact name of registrant as specified in its charter)

Delaware	88-2846451
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

100 First Stamford Place

Stamford, Connecticut 06902

(Address of principal executive offices)

Registrant’s telephone number, including area code:

203-363-7300

Name, address, including zip code, and telephone number, including area code, of agent for service:

Anthony M. D’Iorio

Senior Vice President, General Counsel and Secretary

Crane Company

100 First Stamford Place

Stamford, Connecticut 06902

203-363-7300

Copies to:

Ann Beth Stebbins

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

212-735-3000

Securities to be registered pursuant to Section 12(b) of the Exchange Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
Common Stock, par value $1.00 per share	New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
(Do not check if a smaller reporting company)
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

CRANE COMPANY

INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF

FORM 10

Certain information required to be included in this Form 10 is incorporated by reference to specifically-identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.

Item 1. Business.

The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Summary of the Separation and Distribution,” “Risk Factors,” “Forward-Looking Statements,” “The Separation and Distribution,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane Company (Supplemental),” “Certain Relationships and Related Party Transactions” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.

Item 1A. Risk Factors.

The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Risk Factors” and “Forward–Looking Statements.” Those sections are incorporated herein by reference.

Item 2. Financial Information.

The information required by this item is contained under the sections of the information statement entitled “Risk Factors,” “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane Company (Supplemental).” Those sections are incorporated herein by reference.

Item 3. Properties.

The information required by this item is contained under the section of the information statement entitled “Business – Properties.” That section is incorporated herein by reference.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The information required by this item is contained under the section of the information statement entitled “Security Ownership of Certain Beneficial Owners and Management.” That section is incorporated herein by reference.

Item 5. Directors and Executive Officers.

The information required by this item is contained under the section of the information statement entitled “Management.” That section is incorporated herein by reference.

Item 6. Executive Compensation.

The information required by this item is contained under the sections of the information statement entitled “Compensation Discussion and Analysis,” “Director Compensation”, “Executive Compensation” and “Management – Compensation Committee Interlocks and Insider Participation.” Those sections are incorporated herein by reference.

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Item 7. Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is contained under the sections of the information statement entitled “Summary of the Separation and Distribution,” “Risk Factors – Risks Related to the Spin-Off,” “Management” and “Certain Relationships and Related Party Transactions.” Those sections are incorporated herein by reference.

Item 8. Legal Proceedings.

The information required by this item is contained under the sections of the information statement entitled “Business – Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane Company (Supplemental).” Those sections are incorporated herein by reference.

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

The information required by this item is contained under the sections of the information statement entitled “The Separation and Distribution,” “Dividend Policy” and “Description of Capital Stock.” Those sections are incorporated herein by reference.

Item 10. Recent Sales of Unregistered Securities.

The information required by this item is contained under the section of the information statement entitled “Description of Capital Stock – Sale of Unregistered Securities.” That section is incorporated herein by reference.

Item 11. Description of Registrant’s Securities to be Registered.

The information required by this item is contained under the sections of the information statement entitled “Summary of the Separation and Distribution,” “The Separation and Distribution,” “Dividend Policy” and “Description of Capital Stock.” Those sections are incorporated herein by reference.

Item 12. Indemnification of Directors and Officers.

The information required by this item is contained under the section of the information statement entitled “Description of Capital Stock – Limitations on Liability, Indemnification of Officers and Directors and Insurance.” That section is incorporated herein by reference.

Item 13. Financial Statements and Supplementary Data.

The information required by this item is contained under the sections of the information statement entitled “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements” and “Index to Financial Statements” (and the financial statements and related notes referenced therein). Those sections are incorporated herein by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 15. Financial Statements and Exhibits.

(a) Financial Statements

The information required by this item is contained under the sections of the information statement entitled “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements” and “Index to Financial Statements” (and the financial statements and related notes referenced therein). Those sections are incorporated herein by reference.

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(b) Exhibits

See below.

The following documents are filed as exhibits hereto:

Exhibit Number	Exhibit Description
2.1	Form of Separation and Distribution Agreement by and between Crane Holdings, Co. and Crane Company**
2.2	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**
3.1	Form of Amended and Restated Certificate of Incorporation of Crane Company**
3.2	Form of Amended and Restated By-laws of Crane Company**
10.1	Form of Transition Services Agreement by and between Crane Holdings, Co. and Crane Company**
10.2	Form of Tax Matters Agreement by and between Crane Holdings, Co. and Crane Company**
10.3	Form of Employee Matters Agreement by and between Crane Holdings, Co. and Crane Company**
10.4	Form of Intellectual Property Matters Agreement by and between Crane Holdings, Co. and Crane Company**
10.5	Form of Employment/Severance Agreement between Crane Company and its executive officers, which provides for the continuation of certain employee benefits upon a change in control**
10.6	Form of Indemnification Agreement between Crane Company and each of its directors and executive officers**
10.7	Form of Crane Company 2023 Stock Incentive Plan**
10.8	The Crane Holdings, Co. Benefit Equalization Plan, effective February 25, 2008**
10.9	The Crane Holdings, Co. Benefit Equalization Plan as amended effective January 1, 2013**
10.10	Time-sharing Agreement dated January 31, 2014 between Crane Holdings, Co. and Max H. Mitchell**
10.11	Amendment, dated August 31, 2017, to Time Sharing Agreement with M. Mitchell**
21.1	Subsidiaries of Crane Company**
99.1	Information Statement of Crane Company, preliminary and subject to completion, dated December 15, 2022**
99.2	Form of Notice of Internet Availability of Information Statement Materials*

* To be filed by amendment.

** Filed herewith.

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Exhibit Index

Exhibit Number	Exhibit Description
2.1	Form of Separation and Distribution Agreement by and between Crane Holdings, Co. and Crane Company**
2.2	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**
3.1	Form of Amended and Restated Certificate of Incorporation of Crane Company**
3.2	Form of Amended and Restated By-laws of Crane Company**
10.1	Form of Transition Services Agreement by and between Crane Holdings, Co. and Crane Company**
10.2	Form of Tax Matters Agreement by and between Crane Holdings, Co. and Crane Company**
10.3	Form of Employee Matters Agreement by and between Crane Holdings, Co. and Crane Company**
10.4	Form of Intellectual Property Matters Agreement by and between Crane Holdings, Co. and Crane Company**
10.5	Form of Employment/Severance Agreement between Crane Company and its executive officers, which provides for the continuation of certain employee benefits upon a change in control**
10.6	Form of Indemnification Agreement between Crane Company and each of its directors and executive officers**
10.7	Form of Crane Company 2023 Stock Incentive Plan**
10.8	The Crane Holdings, Co. Benefit Equalization Plan, effective February 25, 2008**
10.9	The Crane Holdings, Co. Benefit Equalization Plan as amended effective January 1, 2013**
10.10	Time-sharing Agreement dated January 31, 2014 between Crane Holdings, Co. and Max H. Mitchell**
10.11	Amendment, dated August 31, 2017, to Time Sharing Agreement with M. Mitchell**
21.1	Subsidiaries of Crane Company**
99.1	Information Statement of Crane Company, preliminary and subject to completion, dated December 15, 2022**
99.2	Form of Notice of Internet Availability of Information Statement Materials*

* To be filed by amendment.

** Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Crane Company
By:	/s/ Richard A. Maue
	Name:	Richard A. Maue
	Title:	Senior Vice President and Chief Financial Officer

Date: December 15, 2022

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EX-2.1

Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

by and between

CRANE HOLDINGS, CO.

and

CRANE COMPANY

Dated as of [•]

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS
Section 1.1	Definitions	2
Section 1.2	References; Interpretation	20
Section 1.3	Effective Time	20
Section 1.4	Other Matters	20
ARTICLE II
THE SEPARATION
Section 2.1	General	20
Section 2.2	The Separation	21
Section 2.3	Settlement of Intergroup Indebtedness	22
Section 2.4	Bank Accounts; Cash Balances	22
Section 2.5	Limitation of Liability; Termination of Agreements.	23
Section 2.6	Delayed Transfer of Assets or Liabilities	24
Section 2.7	Transfer Documents	26
Section 2.8	Shared Contracts	27
Section 2.9	Further Assurances	27
Section 2.10	Novation of Liabilities; Consents	28
Section 2.11	Guarantees and Letters of Credit	29
Section 2.12	DISCLAIMER OF REPRESENTATIONS AND WARRANTIES	30
ARTICLE III
CERTAIN ACTIONS PRIOR TO THE DISTRIBUTION
Section 3.1	Separation; Contribution	31
Section 3.2	Certificate of Incorporation; Bylaws	32
Section 3.3	Directors and Officers	32
Section 3.4	Resignations	32
Section 3.5	Ancillary Agreements	32
Section 3.6	Crane Company Financing Arrangements; Cash Transfer	32
ARTICLE IV
THE CONTRIBUTION AND DISTRIBUTION
Section 4.1	The Contribution and Distribution	33
Section 4.2	Actions in Connection with Distribution	33
Section 4.3	Sole Discretion of Crane Holdings	34
Section 4.4	Conditions	34

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ARTICLE V
ADDITIONAL COVENANTS
Section 5.1	[INTENTIONALLY OMITTED.]	36
Section 5.2	Auditors and Audits; Annual and Quarterly Financial Statements and Accounting	36
Section 5.3	Retention of Records	38
Section 5.4	No Restrictions on Corporate Opportunities	39
ARTICLE VI
SURVIVAL AND INDEMNIFICATION; MUTUAL RELEASES
Section 6.1	Release of Pre-Distribution Claims	40
Section 6.2	Indemnification by Crane NXT	42
Section 6.3	Indemnification by Crane Company	42
Section 6.4	Third-Party Claims	43
Section 6.5	Direct Claims	45
Section 6.6	Indemnification Payments	45
Section 6.7	Survival of Indemnities	45
Section 6.8	Indemnification Obligations Net of Insurance Proceeds and Other Amounts; Contribution	45
Section 6.9	Limitation of Liability; Mitigation	46
Section 6.10	Remedies Cumulative	46
Section 6.11	Consequential Damages	47
Section 6.12	Ancillary Agreements	47
ARTICLE VII
CONFIDENTIALITY; ACCESS TO INFORMATION
Section 7.1	Provision of Corporate Records	47
Section 7.2	Access to Information	48
Section 7.3	Witness Services	48
Section 7.4	Cooperation	49
Section 7.5	Confidentiality	49
Section 7.6	Privileged Matters	50
Section 7.7	Ownership of Information	52
Section 7.8	Other Agreements	52
Section 7.9	Compensation for Providing Information	52
ARTICLE VIII
DISPUTE RESOLUTION
Section 8.1	Negotiation	53

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Section 8.2	Mediation	53
Section 8.3	Arbitration	54
Section 8.4	Selection of Arbitrators	54
Section 8.5	Arbitration Procedures	55
Section 8.6	Discovery	55
Section 8.7	Confidentiality of Proceedings	55
Section 8.8	Pre-Hearing Procedure and Disposition	55
Section 8.9	Continuity of Service and Performance	56
Section 8.10	Awards	56
Section 8.11	Costs	56
Section 8.12	Adherence to Time Limits	56
ARTICLE IX
INSURANCE
Section 9.1	General Liability Policies	57
Section 9.2	Policies and Allocation of Related Rights and Obligations	57
Section 9.3	D&O “Tail” Insurance	57
Section 9.4	Third-Party Shared Policies	58
Section 9.5	Administration of Claims; Other Matters	58
Section 9.6	Agreement for Waiver of Conflict and Shared Defense	60
Section 9.7	Cooperation	60
Section 9.8	Miscellaneous	60
ARTICLE X
MISCELLANEOUS
Section 10.1	Complete Agreement	61
Section 10.2	Ancillary Agreements	61
Section 10.3	Counterparts	62
Section 10.4	Survival of Agreements	62
Section 10.5	Costs and Expenses; Payment	62
Section 10.6	Notices	62
Section 10.7	Waiver	63
Section 10.8	Modification or Amendment	63
Section 10.9	No Assignment; Binding Effect	63
Section 10.10	Termination	64
Section 10.11	Payment Terms	64
Section 10.12	No Circumvention	64
Section 10.13	Subsidiaries	64
Section 10.14	Third-Party Beneficiaries	64
Section 10.15	Titles and Headings	65
Section 10.16	Exhibits and Schedules	65
Section 10.17	Public Announcements	65
Section 10.18	Governing Law	65

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Section 10.19	Specific Performance	65
Section 10.20	WAIVER OF JURY TRIAL	66
Section 10.21	Severability	66
Section 10.22	Mutual Drafting	66
Section 10.23	Authorization	66
Section 10.24	No Duplication; No Double Recovery	66
Section 10.25	Tax Treatment of Payments	67
Section 10.26	Cooperation and General Knowledge Transfer	67
Section 10.27	No Reliance on Other Party	67

SCHEDULES

Schedule 1.1(9)	Assumed Debt
Schedule 1.1(26)(iii)	Specified Crane Company Contracts
Schedule 1.1(28)	Crane Company Financing Arrangements
Schedule 1.1(34)(viii)	Specified Crane Company Liabilities
Schedule 2.2(a)	Crane Holdings Transferred Entities
Schedule 2.2(b)	Crane Company Transferred Entities
Schedule 2.8(c)(i)	Shared Contracts to Separate
Schedule 2.8(c)(ii)	Shared Contracts to be Assigned

EXHIBITS

Exhibit A	Form of Employee Matters Agreement
Exhibit B	Form of Intellectual Property Matters Agreement
Exhibit C	Form of Tax Matters Agreement
Exhibit D	Form of Transition Services Agreement

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SEPARATION AND DISTRIBUTION AGREEMENT

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of [•], by and between Crane Holdings, Co., a Delaware corporation (“Crane Holdings, Co.,” prior to the Distribution (as defined below), and “Crane NXT, Co.,” following the Distribution), and Crane Company, a Delaware corporation and a wholly-owned subsidiary of Crane Holdings, Co. (“Crane Company”) (each a “Party” and together, the “Parties”).

RECITALS

WHEREAS, Crane Holdings, Co., acting through its direct and indirect Subsidiaries (as defined below), currently conducts a number of businesses, including the P&M Technologies Business (as defined below);

WHEREAS, the Board of Directors of Crane Holdings, Co. (the “Crane Holdings, Co. Board”) has determined that it is appropriate, desirable and in the best interests of Crane Holdings, Co. and its stockholders to separate Crane Holdings, Co. into two separate, independent, publicly-traded companies: (i) one comprising the P&M Technologies Business, which shall be continue to be owned and conducted, directly or indirectly, by Crane Holdings, Co. (which such entity will be renamed “Crane NXT, Co.” following the Distribution), and (ii) one comprising the Other Businesses (as defined below), which shall be owned and conducted, directly or indirectly, by Crane Company, all of the common stock of which is intended to be distributed to Crane Holdings, Co. stockholders;

WHEREAS, in furtherance of the foregoing, the Crane Holdings, Co. Board has determined that it is appropriate, desirable and in the best interests of Crane Holdings, Co. and its stockholders: (i) for Crane Holdings, Co. and its Subsidiaries to be reorganized such that (A) Crane Holdings, Co. and/or one or more other members of the Crane NXT Group (as defined below) will own all of the Crane NXT Assets (as defined below) and assume (or retain) all of the Crane NXT Liabilities (as defined below), and (B) Crane Company and/or one or more other members of the Crane Company Group (as defined below) will own all of the Crane Company Assets (as defined below) and assume (or retain) all of the Crane Company Liabilities (as defined below) (the transactions described in clauses (A) and (B) being referred to herein as the “Separation”); and (ii) thereafter, on the Distribution Date (as defined below), for Crane Holdings, Co. to distribute to the holders of issued and outstanding shares of common stock, par value $1.00, of Crane Holdings, Co. (the “Crane Holdings, Co. Common Stock”) as of the Record Date (as defined below) on a pro rata basis all of the issued and outstanding shares of common stock, par value $1.00, of Crane Company (the “Crane Company Common Stock”) (the transactions described in this clause (ii), as may be amended or modified from time to time in accordance with the terms and subject to the conditions of this Agreement, the “Distribution”);

WHEREAS, Crane Holdings, Co. and Crane Company have determined that it is necessary and desirable, at or prior to the Effective Time (as defined below), to allocate, transfer or assign the Crane Company Assets and Crane Company Liabilities to the Crane Company Group, and to allocate, transfer or assign the Crane NXT Assets and Crane NXT Liabilities to the Crane NXT Group;

WHEREAS, in connection with the Distribution, (i) Crane Company will enter into the Crane Company Financing Arrangements (as defined below), and (ii) following the Contribution and in partial consideration for the transfer of Crane Company Assets in the Contribution, Crane Company shall distribute the Crane Company Special Cash Amount (as defined below) to Crane Holdings, Co. (the “Crane Company Special Cash Amount Distribution”);

WHEREAS, the Parties intend that the Distribution, together with the Contribution and certain other related transactions, will qualify as a “reorganization” within the meaning of section 368(a)(1)(D) of Internal Revenue Code of 1986, as amended (the “Code”), and that the Distribution will qualify as a distribution described in section 355 of the Code, and the Parties adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulation sections 1.368-2(g) and 1.368-3(a); and

WHEREAS, it is appropriate and desirable to set forth the principal corporate transactions required to effect the Separation and to set forth certain other agreements that will, following the Distribution, govern certain matters relating to the Separation and the relationship of Crane Company and Crane NXT, Co. and their respective Affiliates.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

(1) “AAA” has the meaning assigned to such term in Section 8.2.

(2) “Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that for purposes of this Agreement, no member of either Group shall be deemed to be an Affiliate of any member of the other Group, including by reason of having common stockholders or one or more directors in common. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or other interests, by Contract or otherwise.

(3) “Agent” means the distribution agent to be appointed by Crane Holdings, Co. to distribute to the stockholders of Crane Holdings, Co. all of the outstanding shares of Crane Company Common Stock pursuant to the Distribution.

(4) “Agreement” has the meaning assigned to such term in the Preamble hereto.

(5) “Agreement Dispute” has the meaning assigned to such term in Section 8.1(a).

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(6) “Amended Financial Reports” has the meaning assigned to such term in Section 5.2(b).

(7) “Ancillary Agreements” means all of the written Contracts, instruments, assignments or other arrangements (other than this Agreement) entered into by the Parties or their Subsidiaries (but as to which no Third Party is a party) in connection with the Separation (including the Contribution), the Crane Company Special Cash Amount Distribution, the Distribution or the other transactions contemplated herein, including the Employee Matters Agreement, the Tax Matters Agreement, the Intellectual Property Matters Agreement and the Transition Services Agreement.

(8) “Assets” means, with respect to any Person, the assets, properties, interests, claims, rights, remedies and recourse (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the Records or financial statements of such Person, including the following:

(i) all accounting and other legal and business books, records, ledgers and files, whether printed, electronic or written;

(ii) all computers and other electronic data processing and communications equipment, fixtures, machinery, equipment, furniture, office equipment, automobiles, trucks and other transportation equipment, special and general tools, test devices, prototypes and models and other tangible personal property;

(iii) all inventories of products, goods, materials, parts, raw materials and supplies;

(iv) all interests in real property of whatever nature, including easements, rights-of-way, leases, subleases, licenses or other occupancy agreements, whether as fee owner, mortgagee or holder of a Security Interest in real property, lessor, sublessor, licensor, lessee, sublessee, licensee or otherwise;

(v) all interests in any capital stock or other equity interests of any Subsidiary or any other Person, all bonds, notes, debentures or other securities issued by any Subsidiary or any other Person, all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other Person and all other investments in securities of any Person;

(vi) all Contracts and any rights or claims (whether accrued or contingent) arising under any Contracts;

(vii) all deposits, letters of credit and performance and surety bonds;

(viii) all written (including in electronic form) technical information, data, specifications, research and development information, engineering drawings and specifications, operating and maintenance manuals, and materials and analyses prepared by consultants and other Third Parties;

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(ix) all Intellectual Property;

(x) all Software;

(xi) all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, customer and vendor data, correspondence and lists, product data and literature, artwork, design, development and business process files and data, vendor and customer drawings, specifications, quality records and reports and other books, records, studies, surveys, reports, plans and documents;

(xii) all prepaid expenses, trade accounts and other accounts and notes receivables;

(xiii) all claims, rights, remedies and recourse against any Person, whether sounding in tort, contract or otherwise, whether accrued or contingent;

(xiv) all claims, rights, remedies and recourse under insurance policies and all rights in the nature of insurance, indemnification, reimbursement and contribution;

(xv) all licenses, permits, approvals and authorizations which have been issued by any Governmental Authority;

(xvi) all cash and Cash Equivalents, bank accounts, brokerage accounts, lock boxes and other deposit arrangements; and

(xvii) all interest rate, currency, commodity and other swap, collar, cap and other hedging and similar Contracts and arrangements.

For the avoidance of doubt, the term “Assets” shall not include any Tax Asset, the allocation of which shall be governed exclusively by the Tax Matters Agreement.

(9) “Assumed Debt” means the obligations of Crane Holdings, Co. as set forth on Schedule 1.1(9) to be assumed by Crane Company.

(10) “Audited Party” has the meaning assigned to such term in Section 5.2(a)(ii).

(11) “Business” means the Other Businesses and/or the P&M Technologies Business, as the context requires.

(12) “Business Day” means any day that is not a Saturday, a Sunday or any other day on which banks are required or authorized by Law to be closed in New York, New York or Stamford, Connecticut.

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(13) “Business Entity” means any corporation, partnership, trust, limited liability company, joint venture, or other incorporated or unincorporated organization or other entity of any kind or nature (including those formed, organized or otherwise existing under the Laws of jurisdictions outside the United States) other than a natural person.

(14) “Cash Equivalents” means checks, certificates of deposit having a maturity of less than one year, money orders, marketable securities, money market funds, commercial paper, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of Indebtedness issued or guaranteed by any Governmental Authority, minus the amount of any outbound checks, plus the amount of any deposits in transit.

(15) “Claims Administration” means the administration of claims made under the Third-Party Shared Policies, including the reporting of claims to the unaffiliated, Third-Party insurance carriers that issued the Third-Party Shared Policies, management and defense of such claims, negotiating the resolution of such claims and providing for appropriate releases upon settlement of such claims.

(16) “Code” has the meaning assigned to such term in the Recitals hereto.

(17) “Confidential Information” means business, operations or other information, data or materials concerning a Party and/or its Affiliates which, prior to or following the Effective Time, has been disclosed by a Party or its Affiliates to, or otherwise has come into the possession of, the other Party or any of its Affiliates (collectively, the “Recipient”), including pursuant to the access provisions of Section 7.1 or Section 7.2 or any other provision of this Agreement or any Ancillary Agreement, in each case, whether in written, oral (including by recording), electronic or visual form (except to the extent that such information can be shown to have been (i) in the public domain (x) at the time of such disclosure or coming into possession or (y) after such time through no action or fault of the Recipient (but, for the avoidance of doubt, only after and to the extent that such information is in the public domain) or (ii) lawfully acquired from a Third Party by such Recipient; provided, however, that, in the case of clause (ii), to the Recipient’s knowledge, such Third Party did not provide such information in breach of any confidentiality, legal or fiduciary obligations).

(18) “Consents” means any consents, waivers, amendments, notices, reports or other filings to be obtained from or made, including with respect to any Contract, or any registrations, licenses, permits, authorizations to be obtained from, or approvals from, or notification requirements to, any Third Parties, including any Third Party to a Contract and any Governmental Authority.

(19) “Contract” means any agreement, contract, subcontract, obligation, binding understanding, note, indenture, instrument, option, lease, promise, arrangement, release, warranty, license, sublicense, insurance policy, benefit plan, purchase order or legally binding commitment or undertaking of any nature (whether written or oral and whether express or implied).

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(20) “Contribution” means the transfer, by way of capital contribution, of certain Assets by Crane Holdings, Co. to Crane Company in connection with the Separation in accordance with the Internal Reorganization Step Plan.

(21) “Crane Company” has the meaning assigned to such term in the Preamble hereto.

(22) “Crane Company Accounts” has the meaning assigned to such term in Section 2.4(a).

(23) “Crane Company Assets” means only the following Assets (without duplication):

(i) the ownership interests (to the extent held by Crane Holdings, Co., Crane Company or any of their respective Affiliates immediately prior to the Effective Time) in each member of the Crane Company Group;

(ii) all Crane Company Contracts, and any rights or claims (whether accrued or contingent) of Crane Holdings, Co., Crane NXT, Co., Crane Company or any of their respective Affiliates arising thereunder;

(iii) all Assets owned, leased or held by Crane Holdings, Co., Crane Company or any of their respective Affiliates immediately prior to the Effective Time that are used primarily or held for use primarily in any of the Other Businesses, including inventory, accounts receivable, goodwill and all Assets reflected on the Crane Company Balance Sheet, or the accounting records supporting such balance sheet and any Assets acquired by or for the Other Businesses subsequent to the date of such balance sheet which, had they been so acquired on or before such date and owned as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any disposition of any of the foregoing Assets subsequent to the date of such balance sheet;

(iv) subject to Article IX, any and all rights of any member of the Crane Company Group under any Third-Party Shared Policies to the extent related to any of the Other Businesses;

(v) all Crane Company Accounts, and, subject to the provisions of Section 2.4, all cash, Cash Equivalents and securities on deposit in such accounts immediately prior to the Effective Time, after giving effect to any withdrawal by, or other distribution of cash to, Crane Holdings, Co. or any member of the Crane NXT Group which may occur at or prior to the Effective Time; and

(vi) any collateral securing any Crane Company Liability immediately prior to the Effective Time.

Notwithstanding the foregoing, the Crane Company Assets shall in no event include any Assets that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Assets to be retained by, transferred or assigned to any member of the Crane NXT Group, including Assets leased, owned or held by Crane Holdings, Co., Crane Company or any of their respective Affiliates immediately prior to the Effective Time that are used primarily or held for use primarily in the P&M Technologies Business.

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(24) “Crane Company Balance Sheet” means the balance sheet of the Other Businesses, as of September 30, 2022, that is included in the Information Statement; provided, however, that, to the extent any Assets or Liabilities are Transferred by any Party or any member of its Group to Crane Company or any member of the Crane Company Group (or vice versa) in connection with the Separation (including the Contribution) and Internal Reorganization and prior to the Distribution Date, such Assets and/or Liabilities shall be deemed to be included or excluded from the Crane Company Balance Sheet, as the case may be.

(25) “Crane Company Common Stock” has the meaning assigned to such term in the Recitals hereto.

(26) “Crane Company Contracts” means the following Contracts to which any Party or any of its Affiliates is a party or by which it or any of its Affiliates or any of their respective Assets is bound, and any rights or claims (whether accrued or contingent) of such Persons arising thereunder, except for any such Contract or part thereof that is expressly contemplated not to be transferred or assigned by any member of the Crane NXT Group to a member of the Crane Company Group pursuant to any provision of this Agreement or any Ancillary Agreement:

(i) any Contract that relates primarily to any of the Other Businesses;

(ii) any Contract or part thereof that is otherwise expressly contemplated pursuant to this Agreement or any of the Ancillary Agreements to be retained by or Transferred to, any member of the Crane Company Group; and

(iii) the Contracts listed or described on Schedule 1.1(26)(iii).

(27) “Crane Company Disclosure” means any form, statement, schedule or other material (other than the Distribution Disclosure Documents) filed with or furnished to the SEC, any other Governmental Authority or holders of any securities of any member of the Crane Company Group, in each case, on or after the Distribution Date by or on behalf of any member of the Crane Company Group in connection with the registration, sale, or distribution of securities or disclosure related thereto (including periodic disclosure obligations).

(28) “Crane Company Financing Arrangements” means the financing arrangements described on Schedule 1.1(28).

(29) “Crane Company GL Policies” has the meaning assigned to such term in Section 9.1.

(30) “Crane Company Group” means, collectively (i) Crane Company and each Person that is a direct or indirect Subsidiary (or minority investment) of Crane Company as of immediately prior to the Effective Time (but after giving effect to the Internal Reorganization and the Crane Company Special Cash Amount Distribution), and (ii) each Person that is or becomes a direct or indirect Subsidiary (or minority investment) of Crane Company after the Effective Time.

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(31) “Crane Company Group Employees” has the meaning assigned to such term in the Employee Matters Agreement.

(32) “Crane Company Indemnified Parties” has the meaning assigned to such term in Section 6.2.

(33) “Crane Company Liabilities” means all of the following Liabilities of either Party or any of its Subsidiaries:

(i) any and all Liabilities expressly assumed or retained by the Crane Company Group pursuant to this Agreement or any Ancillary Agreement, including any Liabilities of any member of the Crane Company Group under this Agreement or any Ancillary Agreement;

(ii) any and all Liabilities of Crane Holdings, Co., Crane NXT, Co., Crane Company or any of their respective Affiliates to the extent primarily relating to, arising out of or resulting from:

(A) the operation or conduct of any of the Other Businesses, as conducted at any time prior to, on or after the Effective Time (including any Liability to the extent primarily relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative of Crane Holdings, Co., Crane NXT, Co., Crane Company or any of their respective Affiliates (whether or not such act or failure to act is or was within such Person’s authority) with respect to any of the Other Businesses);

(B) the operation or conduct of any business conducted by any member of the Crane Company Group at any time after the Effective Time (including any Liability to the extent primarily relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative of Crane Company or any of its Affiliates after the Effective Time (whether or not such act or failure to act is or was within such Person’s authority) with respect to any of the Other Businesses); or

(C) any Crane Company Assets (including but not limited to any Environmental Liabilities to the extent primarily relating to, arising out of or resulting from any Crane Company Assets), whether arising prior to, on or after the Effective Time;

(iii) any and all Liabilities (including under applicable federal and state securities Laws) primarily relating to, arising out of or resulting from any Crane Company Disclosure;

(iv) any and all Liabilities primarily relating to, arising out of or resulting from (A) the Crane Company Financing Arrangements or (B) any other Indebtedness of any member of the Crane Company Group and, in each case, any and all fees, costs and expenses, including legal fees and costs, associated therewith or with the raising or incurrence thereof (whether incurred prior to, on or after the Effective Time);

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(v) for the avoidance of doubt, and without limiting any other matters that may constitute Crane Company Liabilities, any and all Liabilities relating to, arising out of or resulting from any Proceedings primarily related to any of the Other Businesses or any Crane Company Asset (except to the extent relating to, arising out of or resulting from the P&M Technologies Business, the Crane NXT Assets or any other Crane NXT Liabilities);

(vi) all Liabilities reflected as Liabilities or obligations on the Crane Company Balance Sheet or on the accounting records supporting such balance sheet, and all Liabilities arising or assumed after the date of such balance sheet which, had they arisen or been assumed on or before such date and been retained as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any discharge of such Liabilities subsequent to the date of the Crane Company Balance Sheet; it being understood that (A) the Crane Company Balance Sheet and the accounting records supporting such balance sheet shall be used to determine the types of, and methodologies used to determine, those Liabilities that are included in the definition of Crane Company Liabilities pursuant to this subclause (vi); and (B) the amounts set forth on the Crane Company Balance Sheet with respect to any Liabilities shall not be treated as minimum amounts or limitations on the amount of such Liabilities that are included in the definition of Crane Company Liabilities pursuant to this subclause (vi);

(vii) any and all accounts payable primarily related to, arising out of or resulting from the Other Businesses; and

(viii) the Liabilities set forth on Schedule 1.1(34)(viii).

Notwithstanding the foregoing, the Crane Company Liabilities shall in no event include any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Liabilities to be retained or assumed by any member of the Crane NXT Group, or for which any member of the Crane NXT Group is liable pursuant to this Agreement or such Ancillary Agreement.

(34) “Crane Company Special Cash Amount” means $[•], or such other amount as Crane Company and Crane Holdings, Co. may agree prior to the Distribution, which, for the avoidance of doubt, may be $0, but may not be less than zero.

(35) “Crane Company Special Cash Amount Distribution” has the meaning assigned to such term in the Recitals hereto.

(36) “Crane Company Transferred Entities” has the meaning assigned to such term in Section 2.2(b).

(37) “Crane Holdings, Co.” or “Crane NXT, Co.” has the meaning assigned to such term in the Preamble hereto.

(38) “Crane Holdings, Co. Board” has the meaning assigned to such term in the Recitals hereto.

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(39) “Crane Holdings, Co. Common Stock” has the meaning assigned to such term in the Recitals hereto.

(40) “Crane Holdings LCs” has the meaning assigned to such term in Section 2.11(d).

(41) “Crane Holdings Transferred Entities” has the meaning assigned to such term in Section 2.2(a).

(42) “Crane NXT Accounts” has the meaning assigned to such term in Section 2.4(a).

(43) “Crane NXT Assets” means (without duplication):

(i) the ownership interests (to the extent held by Crane Holdings, Co., Crane Company or any of their respective Affiliates immediately prior to the Effective Time) in each member of the Crane NXT Group;

(ii) all Contracts to which Crane Holdings, Co. (or, after the Effective Time, Crane NXT, Co.), Crane Company or any of their respective Affiliates is a party or by which it or its Affiliates or any of their respective Assets is bound and any rights or claims (whether accrued or contingent) of Crane Holdings, Co. (or, after the Effective Time, Crane NXT, Co.), Crane Company or any of their respective Affiliates arising thereunder, in each case, other than the Crane Company Contracts;

(iii) subject to Article IX, any and all rights of any member of the Crane NXT Group under any Third-Party Shared Policies to the extent related to the P&M Technologies Business;

(iv) all Crane NXT Accounts, and, subject to the provisions of Section 2.4, all cash, Cash Equivalents and securities on deposit in such accounts immediately prior to the Effective Time;

(v) any collateral securing any Crane NXT Liability immediately prior to the Effective Time; and

(vi) any and all other Assets of the Parties or their respective Subsidiaries as of the Effective Time that are not Crane Company Assets.

(44) “Crane NXT Disclosure” means any form, statement, schedule or other material (other than the Distribution Disclosure Documents) filed with or furnished to the SEC, any other Governmental Authority or holders of any securities of any member of the Crane NXT Group, in each case, on or after the Distribution Date by or on behalf of any member of the Crane NXT Group in connection with the registration, sale or distribution of securities or disclosure related thereto (including periodic disclosure obligations).

(45) “Crane NXT GL Policies” has the meaning assigned to such term in Section 9.1.

(46) “Crane NXT Group” means, collectively, (i) Crane NXT, Co. and each Person that is a direct or indirect Subsidiary (or minority investment) of Crane NXT, Co. immediately following the Distribution (and after giving effect to the Internal Reorganization) and (ii) each other Person that is or becomes a direct or indirect Subsidiary (or minority investment) of Crane NXT, Co. after the Effective Time, in each case, other than the members of the Crane Company Group.

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(47) “Crane NXT Group Employee” has the meaning assigned to such term in the Employee Matters Agreement.

(48) “Crane NXT Indemnified Parties” has the meaning assigned to such term in Section 6.3.

(49) “Crane NXT Liabilities” means all of the following Liabilities of either Party or any of its Subsidiaries:

(i) any and all Liabilities expressly assumed or retained by the Crane NXT Group pursuant to this Agreement or any Ancillary Agreement, including any Liabilities of any member of the Crane NXT Group under this Agreement or any Ancillary Agreement;

(ii) any and all Liabilities of Crane Holdings, Co. (or, after the Effective Time, Crane NXT, Co.), Crane Company or any of their respective Affiliates, to the extent primarily relating to, arising out of or resulting from:

(A) the operation or conduct of the P&M Technologies Business, as conducted at any time prior to, on or after the Effective Time (including any Liability to the extent primarily relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative of Crane Holdings, Co. (or, after the Effective Time, Crane NXT, Co.), Crane Company or any of their respective Affiliates (whether or not such act or failure to act is or was within such Person’s authority) with respect to the P&M Technologies Business);

(B) the operation or conduct of any business conducted by any member of the Crane NXT Group at any time after the Effective Time (including any Liability to the extent primarily relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative of Crane NXT, Co. or any of its Affiliates after the Effective Time (whether or not such act or failure to act is or was within such Person’s authority) with respect to the P&M Technologies Business); or

(C) any Crane NXT Assets (including but not limited to any Environmental Liabilities to the extent primarily relating to, arising out of or resulting from any Crane NXT Assets), whether arising prior to, on or after the Effective Time;

(iii) any and all Liabilities primarily relating to, arising out of or resulting from any discontinued or divested businesses or operations of Crane Holdings, Co. and its Subsidiaries(except (A) as otherwise assumed by the Crane Company Group pursuant to any Ancillary Agreement, or (B) Liabilities related to a Crane Company Asset);

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(iv) any and all Liabilities (including under applicable federal and state securities Laws) primarily relating to, arising out of or resulting from: (A) the Distribution Disclosure Documents; (B) any Pre-Separation Disclosure; and (C) any Crane NXT Disclosure;

(v) any and all Liabilities primarily relating to, arising out of or resulting from any Indebtedness of any member of the Crane NXT Group (whether incurred prior to, on or after the Effective Time), other than any Indebtedness primarily relating to the Crane Company Financing Arrangements, and any and all fees, costs and expenses, including legal fees and costs, associated therewith or with the raising or incurrence thereof;

(vi) for the avoidance of doubt, and without limiting any other matters that may constitute Crane NXT Liabilities, any and all Liabilities relating to, arising out of or resulting from any Proceedings primarily related to the P&M Technologies Business or any Crane NXT Asset (except to the extent relating to, arising out of or resulting from any of the Other Businesses, the Crane Company Assets or any other Crane Company Liabilities);

(vii) any and all accounts payable primarily related to or arising out of the P&M Technologies Business; and

(viii) any and all other Liabilities of the Parties or their respective Subsidiaries as of the Effective Time that are not Crane Company Liabilities.

Notwithstanding the foregoing, the Crane NXT Liabilities shall in no event include any Liabilities (including Liabilities under Crane Company Contracts and Crane Company Liabilities) that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Liabilities to be retained or assumed by any member of the Crane Company Group, including any Liabilities set forth on Schedule 1.1(34)(viii), or for which any member of the Crane Company Group is liable pursuant to this Agreement or such Ancillary Agreement.

(50) “Delayed Transfer Asset or Liability” has the meaning assigned to such term in Section 2.6(b).

(51) “Disclosing Party” has the meaning assigned to such term in Section 10.26.

(52) “Dispute Notice” has the meaning assigned to such term in Section 8.1(a).

(53) “Distribution” has the meaning assigned to such term in the Recitals hereto.

(54) “Distribution Date” means the date of the consummation of the Distribution, which shall be determined by the Crane Holdings, Co. Board in its sole discretion.

(55) “Distribution Disclosure Documents” means the Registration Statement and all exhibits thereto (including the Information Statement), any current reports on Form 8-K and the registration statement on Form S-8 related to securities to be offered under Crane Company’s employee benefit plans, in each case as filed or furnished by Crane Company with the SEC in connection with the Distribution.

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(56) “Effective Time” means the time at which the Distribution is effective on the Distribution Date.

(57) “Employee Matters Agreement” means the employee matters agreement by and between Crane Holdings, Co. and Crane Company, substantially in the form attached as Exhibit A hereto.

(58) “Environmental Law” means all Laws, including all judicial and administrative orders and consent agreements or decrees, relating to pollution, the protection, restoration or remediation of, or prevention of harm to, the environment or natural resources, or the protection of human health and safety, including Laws relating to: (i) the exposure to, or presence, release or threatened release of, Hazardous Substances; (ii) the generation, manufacture, processing, distribution, use, treatment, containment, disposal, storage, release, transport or handling of Hazardous Substances; or (iii) recordkeeping, notification, disclosure and reporting requirements in respect of Hazardous Substances.

(59) “Environmental Liabilities” means any Liabilities relating to, arising out of or resulting from any Environmental Law or Contract relating to the environment, Hazardous Substances or exposure to Hazardous Substances, including (i) fines, penalties, judgments, awards, settlements, losses, expenses and disbursements, (ii) costs of defense and other responses to any administrative or judicial action (including notices, claims, complaints, suits and other assertions of liability) and (iii) responsibility for any investigation, response, reporting, remediation, monitoring or cleanup costs, injunctive relief, natural resource damages and any other environmental compliance or remedial measures, in each case, whether known or unknown or foreseen or unforeseen.

(60) “Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

(61) “Final Determination” has the meaning set forth in the Tax Matters Agreement.

(62) “GL Policies” has the meaning assigned to such term in Section 9.1.

(63) “Governmental Approvals” means any notices, reports or other filings to be given to or made with, or any releases, Consents or substitutions to be obtained from, any Governmental Authority.

(64) “Governmental Authority” means any federal, state, local, foreign or international court, government, department, commission, board, bureau or agency, or any other regulatory, self-regulatory, administrative or governmental organization or authority, including the NYSE and any similar self-regulatory body under applicable securities Laws.

(65) “Group” means the Crane NXT Group and/or the Crane Company Group, as the context requires.

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(66) “Guaranty Release” has the meaning assigned to such term in Section 2.11(b).

(67) “Hazardous Substances” means any and all materials, wastes, chemicals or substances (or combination thereof) that are listed, defined, designated, regulated or classified as hazardous, toxic, radioactive, dangerous, a pollutant, a contaminant, petroleum, oil, or words of similar meaning or effect, or for which liability can be imposed, under Environmental Law, including any petroleum, petroleum products, per- and polyfluoroalkyl substances (including PFAs, PFOA, PFOS, Gen X, and PFBs), polychlorinated biphenyls (PCBs), asbestos and asbestos-containing materials, radon, mold, fungi and other substances, including related precursors and breakdown products.

(68) “Indebtedness” means, with respect to any Person, (i) any indebtedness for borrowed money or the deferred purchase price of property as evidenced by a note, bonds or other instruments, (ii) obligations as lessee under financing leases, (iii) obligations secured by any Security Interest of any kind existing on any Asset owned or held by such Person, whether or not such Person has assumed or become liable for the obligations secured thereby, (iv) any obligation under any interest rate swap agreement or other hedging agreement, (v) accounts payable, (vi) reimbursement obligations with respect to surety and performance bonds or letters of credit and (vii) obligations under direct or indirect guarantees of (including obligations, contingent or otherwise, to assure a creditor against loss in respect of) indebtedness or obligations of the kinds referred to in clauses (i), (ii), (iii), (iv), (v) and (vi) above.

(69) “Indemnifiable Loss” means any and all deficiencies, Liabilities, judgments, settlements, claims, payments, interest, costs and expenses (including reasonable costs and expenses of any and all Proceedings and assessments, judgments, settlements and compromises relating thereto and the reasonable costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder). For the avoidance of doubt, “Indemnifiable Loss” shall not include any Taxes, the liability and indemnification for which is governed by the Tax Matters Agreement.

(70) “Indemnified Party” or “Indemnified Parties” has the meaning assigned to such term in Section 6.3.

(71) “Indemnifying Party” means Crane Company, for any indemnification obligation arising under Section 6.3, and Crane NXT, Co., for any indemnification obligation arising under Section 6.2.

(72) “Indemnity Payment” has the meaning assigned to such term in Section 6.8(a).

(73) “Information” means all information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including confidential or non-public information (including non-public financial information), proprietary information, studies, reports, Records, accountants’ work papers, Contracts, instruments, surveys, discoveries, ideas, concepts, processes, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, methodologies, prototypes, samples, flow charts, data, computer data, information contained in disks, diskettes, tapes, computer programs or other Software, marketing plans, customer data, communications by or to attorneys (including attorney work product), memos and other materials prepared by attorneys and accountants or under their direction (including attorney work product) and other technical, financial, legal, employee or business information or data.

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(74) “Information Statement” means the information statement of Crane Company, included as Exhibit 99.1 to the Registration Statement, to be distributed to holders of Crane Holdings, Co. Common Stock in connection with the Distribution, including any amendments or supplements thereto.

(75) “Insurance Administration” means, with respect to each Third-Party Shared Policy: (i) the accounting for premiums, retrospectively rated premiums, defense costs, indemnity payments, deductibles and retentions, as appropriate, under the terms and conditions of such Third-Party Shared Policy; (ii) the reporting to the relevant Third-Party insurer that issues such Third-Party Shared Policy of any losses or claims which may be covered by such Third-Party Shared Policy; and (iii) the distribution of Insurance Proceeds related to such Third-Party Shared Policy, subject to the terms of Article IX.

(76) “Insurance Proceeds” means those monies (i) received by an insured from an unaffiliated Third-Party insurer under any Third-Party Shared Policy or (ii) paid by such Third-Party insurer on behalf of an insured under any Third-Party Shared Policy, in either case net of any applicable premium adjustment, retrospectively rated premium, deductible, retention, or cost of reserve paid or held by or for the benefit of such insured, and any costs incurred in collecting such monies.

(77) “Insured Claim” means those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the Third-Party Shared Policies, whether or not subject to deductibles, co-insurance, uncollectibility, exhaustion of limits or retrospectively rated premium adjustments.

(78) “Intellectual Property” means all intellectual property, industrial property and similar proprietary rights of every kind and description throughout the world, whether registered or unregistered, including such rights in and to United States and foreign: (i) trademarks, trade dress, service marks, certification marks, logos, slogans, design rights, trade names, domain names (and social media account names and handles) and uniform resource locators and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing (collectively, “Trademarks”); (ii) patents and patent applications (and any patents issued thereon), and any and all divisionals, continuations, continuations-in-part, reissues, reexaminations and extensions thereof, any counterparts claiming priority therefrom, utility models, certificates of invention, certificates of registration, design registrations or patents and similar rights; (iii) rights in inventions, invention disclosures, discoveries and improvements, whether or not patentable; (iv) all copyrights and copyrightable subject matter (whether published or unpublished); (v) trade secrets (including trade secrets as defined in the Uniform Trade Secrets Act and under corresponding foreign Law), proprietary rights in Information and rights to limit the use or disclosure of any of the foregoing by any Person; (vi) rights in computer programs (whether in source code, object code or other form), algorithms, databases, application programming interfaces, compilations and data, technology supporting the foregoing and all

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documentation (including flowcharts and other logic and design diagrams), specifications, and user manuals and training materials related to any of the foregoing (collectively, “Software”); (vii) moral rights and rights of attribution and integrity; (viii) internet protocol addresses; (ix) rights of publicity and privacy and rights to personal information; (x) all rights in the foregoing and in other similar intangible assets; (xi) all applications and registrations for the foregoing; and (xii) all rights and remedies against past, present and future infringement, misappropriation or other violation thereof.

(79) “Intellectual Property Matters Agreement” means the intellectual property matters agreement by and between Crane Holdings, Co. and Crane Company, substantially in the form attached as Exhibit B hereto.

(80) “Intergroup Indebtedness” means any receivables, payables, accounts, advances, loans, guarantees, commitments and indebtedness for borrowed funds between a member of the Crane NXT Group, on the one hand, and a member of the Crane Company Group, on the other hand, as of the Distribution; provided, however, that “Intergroup Indebtedness” shall not include any accounts payable or contingent Liabilities arising pursuant to (i) any intercompany agreement that will survive the Separation and the Distribution, (ii) the Ancillary Agreements, (iii) any agreements with respect to continuing transactions between Crane Holdings, Co. (or, after the Effective Time, Crane NXT, Co.) and Crane Company and (iv) any other agreements entered into in the ordinary course of business at or following the Distribution.

(81) “Internal Control Audit and Management Assessments” has the meaning assigned to such term in Section 5.2(a)(i).

(82) “Internal Reorganization” means all of the transactions, other than the Distribution, described in the Internal Reorganization Step Plan.

(83) “Internal Reorganization Step Plan” means the step plan, dated as of November 29, 2022, as it may be amended by Crane Holdings, Co. from time to time prior to the Distribution.

(84) “Law” means any applicable foreign, federal, national, state, provincial or local law (including common law), statute, ordinance, rule, regulation, code or other requirement enacted, promulgated, issued or entered into, or act taken, by a Governmental Authority.

(85) “Liabilities” means all debts, liabilities, obligations, responsibilities, losses, damages (whether compensatory, punitive, consequential, treble or other), fines, penalties and sanctions, absolute or contingent, matured or unmatured, reserved or unreserved, liquidated or unliquidated, foreseen or unforeseen, on or off balance sheet, joint, several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, whenever arising under or in connection with any Law (including any Environmental Law), or other pronouncements of Governmental Authorities constituting a Proceeding, order or consent decree of any Governmental Authority or any award of any arbitration tribunal, and those arising under any Contract or guarantee, whether sought to be imposed by a Governmental Authority, private party, or a Party, whether based in contract, tort, implied or express covenant or warranty, strict liability, criminal or civil statute or otherwise, and including any costs, expenses, interest, attorneys’ fees, disbursements and expense of counsel, expert and consulting fees, fees of Third-Party administrators and costs related thereto or to the investigation or defense thereof. For the avoidance of doubt, “Liabilities” shall not include Liabilities for Taxes, the allocation of which shall be governed exclusively by the Tax Matters Agreement.

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(86) “Liable Party” has the meaning assigned to such term in Section 2.10(b).

(87) “Mediation Notice” has the meaning assigned to such term in Section 8.2.

(88) “NYSE” means the New York Stock Exchange, or a comparable public market.

(89) “Other Businesses” means (i) any and all businesses and operations of Crane Holdings, Co. or any of its Subsidiaries (including the members of the Crane Company Group and the members of the Crane NXT Group) as conducted immediately prior to the Distribution (including the Aerospace & Electronics business, the Process Flow Technologies business and the Engineered Materials business), other than the P&M Technologies Business and (ii) the business and operations of Business Entities acquired or established by or for any member of the Crane Company Group after the Effective Time; provided that the Other Businesses shall not include any business or operations related to the P&M Technologies Business, which is being retained by Crane Holdings, Co.

(90) “Other Party’s Auditors” has the meaning assigned to such term in Section 5.2(a)(ii).

(91) “P&M Technologies Business” means (i) the business, activities and operations of Crane Holdings, Co. or any of its Subsidiaries (including the members of the Crane Company Group and the members of the Crane NXT Group) of the Payment & Merchandising Technologies segment (as more fully described in the Registration Statement) conducted at any time prior to the Effective Time by Crane Holdings, Co. or Crane Company or any of their current or former Affiliates or divisions and (ii) the businesses and operations of Business Entities acquired or established by or for any member of the Crane NXT Group after the Effective Time.

(92) “Party” or “Parties” has the meaning assigned to such term in the Preamble hereto.

(93) “Person” means any natural person, corporation, general or limited partnership, limited liability company or partnership, joint stock company, joint venture, association, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and any Governmental Authority.

(94) “Pre-Separation Disclosure” mean any form, statement, schedule or other material (other than the Distribution Disclosure Documents) that Crane Holdings, Co., Crane Company or any of their respective Affiliates filed with or furnished to the SEC, any other Governmental Authority or holders of any securities of Crane Holdings, Co. or any of its Affiliates, in each case, prior to the Effective Time and in connection with the registration, sale or distribution of securities or disclosure related thereto (including periodic disclosure obligations).

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(95) “Proceeding” means any claim, charge, demand, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, subpoena, proceeding, or investigation of any kind by or before any court, grand jury, Governmental Authority or any arbitration or mediation tribunal or authority.

(96) “Receiving Party” has the meaning assigned to such term in Section 10.26.

(97) “Recipient” has the meaning assigned to such term in Section 1.1(17).

(98) “Record Date” means the date to be determined by the Crane Holdings, Co. Board in its sole discretion as the record date for the Distribution.

(99) “Records” means all books, records and other documents, books of account, stock records and ledgers, financial, accounting and personnel records, files, invoices, customers’ and suppliers’ lists, other distribution lists, operating, production and other manuals and sales and promotional literature, in all cases, in any form or medium.

(100) “Registration Statement” means the Registration Statement on Form 10 of Crane Company (which includes the Information Statement) relating to the registration under the Exchange Act of Crane Company Common Stock, including all amendments or supplements thereto.

(101) “Rules” has the meaning assigned to such term in Section 8.3.

(102) “SEC” means the United States Securities and Exchange Commission or any successor agency thereto.

(103) “Security Interest” means any mortgage, security interest, pledge (including a negative pledge), lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, condition, easement, encroachment, restriction on transfer or other encumbrance of any nature whatsoever, excluding restrictions on transfer under securities Laws.

(104) “Separation” has the meaning assigned to such term in the Recitals hereto.

(105) “Shared Contract” means any Contract of any member of the Crane Company Group or Crane NXT Group that, as of the Effective Time, relates in any material respect to both the P&M Technologies Business, on the one hand, and any of the Other Businesses, on the other hand, in respect of rights or performance obligations for periods of time after the Effective Time.

(106) “Shared Contractual Liabilities” means Liabilities in respect of Shared Contracts.

(107) “Software” has the meaning assigned to such term in the definition of Intellectual Property.

(108) “Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries.

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(109) “Tax” or “Taxes” has the meaning assigned to such term in the Tax Matters Agreement.

(110) “Tax Authority” has the meaning set forth in the Tax Matters Agreement.

(111) “Tax Contest” has the meaning assigned to such term in the Tax Matters Agreement.

(112) “Tax Matters Agreement” means the tax matters agreement by and between Crane Holdings, Co. and Crane Company, substantially in the form attached as Exhibit C hereto.

(113) “Tax Return” has the meaning assigned to such term in the Tax Matters Agreement.

(114) “Third Party” means any Person other than the Parties or any of their respective Subsidiaries.

(115) “Third-Party Claim” has the meaning assigned to such term in Section 6.4(a).

(116) “Third-Party Shared Policy” means all policies, excluding those identified in Sections 9.3 through 9.6, whether or not in force at the Effective Time, issued by unaffiliated Third-Party insurers to Crane Holdings, Co. (or, after the Effective Time, Crane NXT, Co.), Crane Company or any of their respective Affiliates, which cover insured events, including any accident, illness, disease, occurrence or offense, taking place or insured claims made prior to the Effective Time and relating to the Other Businesses.

(117) “Tolling Period” has the meaning assigned to such term in Section 8.1(b).

(118) “Trademarks” has the meaning assigned to such term in the definition of Intellectual Property.

(119) “Transfer” has the meaning assigned to such term in Section 2.2(a).

(120) “Transfer Documents” means, collectively, the various Contracts and other documents entered into and to be entered into to effect the transfer of Assets and the assumption of Liabilities in the manner contemplated by this Agreement (including as contemplated by the Internal Reorganization and the Internal Reorganization Step Plan) or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement (other than the Ancillary Agreements), each of which shall be in such form and dated as of such date as Crane Holdings, Co. shall determine in its sole discretion.

(121) “Transition Services Agreement” means the transition services agreement by and between Crane Holdings, Co. and Crane Company, substantially in the form attached as Exhibit D hereto.

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Section 1.2 References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Any action to be taken by the board of directors of a Party may be taken by a committee of the board of directors of such Party if properly delegated by the board of directors of a Party to such committee. Unless the context otherwise requires:

(a) the words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”;

(b) references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement;

(c) the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement;

(d) references in this Agreement to any time shall be to Stamford, Connecticut time unless otherwise expressly provided herein; and

(e) to the extent that the terms and conditions of any Schedule hereto conflicts with the express terms of the body of this Agreement or any Ancillary Agreement, the terms of such Schedule shall control; it being understood that the Parties intend to include in the Schedules hereto any exceptions to the general rules described in the body of this Agreement and to give full effect to such exceptions, with respect to the matters expressly set forth therein.

Section 1.3 Effective Time. This Agreement shall be effective as of the Effective Time.

Section 1.4 Other Matters. As described in more detail in, but subject to the terms and conditions of, Section 10.1 and Section 10.2, the Tax Matters Agreement, the Employee Matters Agreement, the Intellectual Property Matters Agreement and the Transition Services Agreement will govern Crane NXT, Co.’s and Crane Company’s respective rights, responsibilities and obligations after the Distribution with respect to the matters set forth in such Ancillary Agreements, except as expressly set forth in this Agreement or any other Ancillary Agreement.

ARTICLE II

THE SEPARATION

Section 2.1 General. Subject to the terms and conditions of this Agreement, including Section 4.2 through Section 4.4, the Parties shall use, and shall cause their respective Affiliates to use, their respective commercially reasonable efforts to consummate the transactions contemplated hereby, a portion of which have already been implemented prior to the date hereof. It is the intent of the Parties that, prior to consummation of the Distribution, Crane Holdings, Co., Crane Company and their respective Subsidiaries and minority investments shall be reorganized, to the extent necessary, such that, immediately following the consummation of such reorganization (including pursuant to the Internal Reorganization), subject to Section 2.6 and the

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provisions of any Ancillary Agreement, (i) all of Crane Holdings, Co.’s and its Affiliates’ right, title and interest in and to the Crane Company Assets will be owned or held by a member or members of the Crane Company Group, the Other Businesses will be conducted by the members of the Crane Company Group and the Crane Company Liabilities will be assumed, directly or indirectly (or retained), by a member of the Crane Company Group; and (ii) all of Crane Holdings, Co.’s and its Affiliates’ right, title and interest in and to the Crane NXT Assets will be owned or held by a member or members of the Crane NXT Group, the P&M Technologies Business will be conducted by the members of the Crane NXT Group and the Crane NXT Liabilities will be assumed, directly or indirectly (or retained), by a member of the Crane NXT Group. Further, it is the intent of the Parties that the direct assumption by Crane Company of Crane Company Liabilities is made in connection with the Separation, including the transfer of the Crane Company Assets to Crane Company.

Section 2.2 The Separation. At or prior to the Effective Time, to the extent not already completed and subject to the terms of the Ancillary Agreements:

(a) Crane Holdings, Co. shall and hereby does, on behalf of itself and the other members of the Crane NXT Group, as applicable, contribute, assign, transfer, distribute, convey and deliver, or cause to be contributed, assigned, transferred, distributed, conveyed and delivered (“Transfer”), to Crane Company or another member of the Crane Company Group, and Crane Company or such member of the Crane Company Group shall and hereby does accept from Crane Holdings, Co. and the applicable members of the Crane NXT Group, all of Crane Holdings, Co.’s and the other members’ of the Crane NXT Group’s respective direct or indirect rights, title and interest in and to the Crane Company Assets, including the outstanding shares of capital stock or other equity interests in the entities listed on Schedule 2.2(a) (such entities, the “Crane Holdings Transferred Entities”) (it being understood that if any Crane Company Asset shall be held by a Subsidiary of a Crane Holdings Transferred Entity, such Crane Company Asset shall be Transferred for all purposes hereunder as a result of the Transfer of the equity interests in such Crane Holdings Transferred Entity to Crane Company or another member of the Crane Company Group);

(b) Crane Company shall and hereby does, on behalf of itself and the other members of the Crane Company Group, as applicable, Transfer to Crane Holdings, Co. or another member of the Crane NXT Group, and Crane Holdings, Co. or such member of the Crane NXT Group shall and hereby does accept from Crane Company and the applicable members of the Crane Company Group, all of Crane Company’s and the other members’ of the Crane Company Group’s respective direct or indirect rights, title and interest in and to the Crane NXT Assets held by Crane Company or a member of the Crane Company Group, including all of the outstanding shares of capital stock or other equity interests in the entities listed on Schedule 2.2(b) (such entities, the “Crane Company Transferred Entities”) (it being understood that if any Crane NXT Asset shall be held by a Subsidiary of a Crane Company Transferred Entity, such Crane NXT Asset shall be Transferred for all purposes hereunder as a result of the Transfer of the equity interests in such Crane Company Transferred Entity to Crane Holdings, Co. or another member of the Crane NXT Group);

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(c) (i) Crane Holdings, Co. shall, or shall cause another member of the Crane NXT Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all of the Crane NXT Liabilities and (ii) Crane Company shall, or shall cause another member of the Crane Company Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all the Crane Company Liabilities, in each case regardless of (A) when or where such Liabilities arose or arise, (B) where or against whom such Liabilities are asserted or determined, (C) whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of law, willful misconduct, bad faith, fraud or misrepresentation by any member of the Crane NXT Group or the Crane Company Group, as the case may be, or any of their past or present respective directors, officers, employees or agents, (D) which entity is named in any Proceeding associated with any such Liability and (E) whether the facts on which such Liabilities are based occurred prior to, on or after the date hereof;

Section 2.3 Settlement of Intergroup Indebtedness. Each of Crane Holdings, Co. or any other member of the Crane NXT Group, on the one hand, and Crane Company or any other member of the Crane Company Group, on the other hand, will, repay, defease, capitalize, cancel, forgive, discharge, extinguish, assign, discontinue or otherwise cause to be satisfied, with respect to the applicable member of the other Group, as the case may be, all Intergroup Indebtedness owed by a member of the other Group on or prior to the Distribution, except as otherwise agreed to in good faith by the Parties in writing on or prior to the Distribution, it being understood and agreed by the Parties that the foregoing shall be subject to Section 2.11.

Section 2.4 Bank Accounts; Cash Balances.

(a) The Parties agree to take, or cause the members of their respective Groups to take, at the Effective Time (or such earlier time as Crane Holdings, Co. may determine), all actions necessary to amend all Contracts governing each bank and brokerage account owned by Crane Company or any other member of the Crane Company Group (the “Crane Company Accounts”) so that such Crane Company Accounts, if currently linked whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to (“linked”) to any bank or brokerage account owned by Crane Holdings, Co. or any other member of the Crane NXT Group (the “Crane NXT Accounts”), are de-linked from the Crane NXT Accounts. From and after the Effective Time, no Crane NXT Group Employee shall have any authority to access or control any Crane Company Account, except as may be provided for through the Transition Services Agreement.

(b) The Parties agree to take, or cause the members of their respective Groups to take, at the Effective Time (or such earlier time as Crane Holdings, Co. may determine), all actions necessary to amend all Contracts governing the Crane NXT Accounts so that such Crane NXT Accounts, if currently linked to a Crane Company Account, are de-linked from the Crane Company Accounts. From and after the Effective Time, no Crane Company Group Employee shall have any authority to access or control any Crane NXT Account, except as may be provided for through the Transition Services Agreement.

(c) The Parties intend that, following consummation of the actions contemplated by Section 2.4(a) and Section 2.4(b), there will continue to be in place a centralized cash management system pursuant to which the Crane Company Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by members of the Crane Company Group.

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(d) The Parties intend that, following consummation of the actions contemplated by Section 2.4(a) and Section 2.4(b), there will continue to be in place a centralized cash management system pursuant to which the Crane NXT Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by members of the Crane NXT Group.

(e) With respect to any outstanding checks issued by Crane Holdings, Co., Crane Company or any of their respective Subsidiaries immediately prior to the Effective Time, such outstanding checks shall be honored following the Effective Time by the member of the applicable Group owning the account on which the check is drawn.

(f) As between the Parties and the members of their respective Groups, all payments and reimbursements received after the Effective Time by either Party (or member of its Group) that relate to a Business, Asset or Liability of the other Party (or member of its Group) shall be held by such first Party in trust for the use and benefit of the Party entitled thereto and, promptly upon receipt by such first Party of any such payment or reimbursement, such first Party shall pay over, or shall cause the applicable member of its Group to pay over, to the other Party the amount of such payment or reimbursement without right of set-off.

(g) All cash or Cash Equivalents held by any member of the Crane Company Group as of the Distribution shall be a Crane Company Asset and all cash or Cash Equivalents held by any member of the Crane NXT Group as of the Distribution shall be a Crane NXT Asset.

Section 2.5 Limitation of Liability; Termination of Agreements.

(a) Except as otherwise expressly provided in this Agreement, no Party or any member of such Party’s Group shall have any Liability to any other Party or any member of each other Party’s Group in the event that any Information exchanged or provided pursuant to this Agreement which is an estimate or forecast, or which is based on an estimate or forecast, is found to be inaccurate.

(b) Except as provided in Section 2.3, Section 2.11 or as set forth in subsection (c) below, no Party or any member of such Party’s Group shall have any Liability to the other Party or any member of such other Party’s Group relating to, arising out of or resulting from any Contract or course of dealing, whether or not in writing, entered into or existing at or prior to the Effective Time, and each Party hereby terminates, and shall cause all members in its Group to terminate, any and all Contracts or course of dealings between it or any members in its Group, on the one hand, and the other Party or any members of its Group, on the other hand, effective as of immediately prior to the Effective Time, and any such Liability, whether or not in writing, is hereby irrevocably cancelled, released and waived effective as of the Effective Time. No such terminated Contract or course of dealing (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, any reasonably requested actions necessary to effect the foregoing.

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(c) The provisions of Section 2.5(b) shall not apply to any of the following Contracts or course of dealings (or to any of the provisions thereof):

(1) this Agreement, the Ancillary Agreements, the Transfer Documents and any Contract entered into in connection herewith or therewith or in order to consummate the transactions contemplated hereby or thereby;

(2) any Contracts or course of dealings to which any Third Party is a party (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such Contracts, course of dealings or understandings constitute Crane NXT Assets, Crane Company Assets, Crane NXT Liabilities, or Crane Company Liabilities, such Contracts, course of dealings or understandings shall be assigned or retained pursuant to this Article II); and

(3) any Contracts, commitments or understandings to which any non-wholly-owned Subsidiary of Crane Holdings, Co. or Crane Company is a party.

(d) If any Contract or course of dealing is terminated pursuant to Section 2.5(b) which is reasonably necessary for such affected Party to be able to continue to operate its businesses in substantially the same manner in which such businesses were operated prior to the Effective Time, then, at the request of such affected Party made within twelve (12) months following the Effective Time, the Parties shall negotiate in good faith to determine whether and to what extent (including the terms and conditions relating thereto), if any, notwithstanding such termination, such Contract or course of dealing should continue following the Effective Time; provided, however, that any Party may determine, in its sole discretion, not to re-instate or otherwise continue any such Contract or course of dealing.

Section 2.6 Delayed Transfer of Assets or Liabilities.

(a) To the extent that any Transfers or assumptions contemplated by this Article II shall not have been consummated at or prior to the Effective Time, the Parties shall cooperate to effect such Transfers or assumptions as promptly following the Effective Time as shall be practicable. Nothing herein shall be deemed to require or constitute the Transfer of any Assets (or the provision of use or benefit thereof) or the assumption of any Liabilities which by their terms or operation of Law cannot (or is not permitted to) be so Transferred or assumed (or for which such use or benefit cannot or is not permitted to be so provided); provided, however, that the Parties shall, and shall cause the respective members of their Groups to, cooperate and use commercially reasonable efforts to seek to obtain any necessary Consents or Governmental Approvals for the Transfer of all Assets and assumption of all Liabilities contemplated to be Transferred or assumed pursuant to this Article II.

(b) In the event that any such Transfer of Assets or assumption of Liabilities has not been consummated as of the Effective Time (any such Asset or Liability, a “Delayed Transfer Asset or Liability”), then, from and after the Effective Time, (i) the Party (or relevant member in its Group) retaining such Asset shall thereafter hold (or shall cause such member in its Group to hold) such Asset for the use and benefit of the Party (or relevant member in its Group) entitled thereto (at the expense of the Person entitled thereto) and (ii) the Party intended

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to assume such Liability shall, or shall cause the applicable member of its Group to, pay or reimburse the Party (or the relevant member of its Group) retaining such Liability for all amounts paid or incurred in connection with the retention of such Liability. In addition, the Party retaining such Asset or Liability (or relevant member of its Group) shall (or shall cause such member in its Group to) treat, insofar as reasonably possible and to the extent permitted by applicable Law, such Delayed Transfer Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Party to which such Delayed Transfer Asset or Liability is to be transferred or assumed in order to place such Party, insofar as reasonably possible, in the same position as if such Asset or Liability had been transferred or assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset or Liability, including possession, use, risk of loss, potential for income and gain, and dominion, control and command over such Asset or Liability, are to inure from and after the Effective Time to the relevant member of the Crane NXT Group or the Crane Company Group, as the case may be, entitled to the receipt of such Asset or Liability. In furtherance of the foregoing, the Parties agree that, as of the Effective Time, each applicable Party shall be deemed to have acquired complete and sole beneficial ownership over all of such Delayed Transfer Asset or Liability, together with all rights, powers and privileges incident thereto, and shall be deemed to have assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to assume pursuant to the terms of this Agreement.

(c) If and when the Consents, Governmental Approvals and/or conditions, the absence or non-satisfaction of which caused the deferral of transfer of any Delayed Transfer Asset or Liability pursuant to this Section 2.6, are obtained or satisfied, the Transfer or novation of the applicable Delayed Transfer Asset or Liability shall be effected without further consideration in accordance with and subject to the terms of this Agreement (including Section 2.2) and/or the applicable Ancillary Agreement as promptly as practicable after the receipt of such Consents, Governmental Approvals and/or absence or satisfaction of conditions.

(d) The Party (or relevant member of its Group) retaining any Delayed Transfer Asset or Liability shall (i) not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced, or agreed in advance to be reimbursed by the Party (or relevant member of its Group) entitled to such Asset, other than reasonable attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Party (or relevant member of its Group) entitled to such Delayed Transfer Asset or Liability and (ii) be indemnified for all Indemnifiable Losses or other Liabilities arising out of any actions (or omissions to act) of such retaining Party taken at the direction of the other Party (or relevant member of its Group) in connection with and relating to such retained Delayed Transfer Asset or Liability, as the case may be.

(e) If either Party determines that it (or any member of its Group) owns any Asset that was allocated by the terms of this Agreement to be Transferred to the other Party at the Effective Time or that is agreed by such Party and the other Party in their good faith judgment to be an Asset that more properly belongs to the other Party or an Asset that such other Party or Subsidiary was intended to have the right to continue to use, then the Party owning such Asset shall as applicable (i) Transfer any such Asset to the Party (or relevant member of its Group) identified as the appropriate transferee and following such Transfer, such Asset shall be a Crane Company Asset or Crane NXT Asset, as the case may be, or (ii) grant such mutually agreeable rights with respect to such Asset to permit such continued use, subject to and consistent with this Agreement, including with respect to assumption of associated Liabilities. In connection with such Transfer, the receiving Party shall assume all Liabilities related to such Asset.

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(f) After the Effective Time, each Party (or any member of its Group) may receive mail, packages and other communications properly belonging to the other Party (or any member of its Group). Accordingly, at all times after the Effective Time, each Party authorizes the other Party (or any member of its Group) to receive and open all mail, packages and other communications received by such Party (or any member of its Group) and not unambiguously intended for such first Party, any member of such first Party’s Group or any of their respective officers, directors, employees or other agents, and to the extent that they do not relate to the business of the receiving Party (or any member of its Group), the receiving Party shall promptly deliver such mail, telegrams, packages or other communications (or, in case the same relate to both businesses, copies thereof) to the other Party as provided for in Section 10.6. The provisions of this Section 2.6(f) are not intended to, and shall not, be deemed to constitute an authorization by any Party (or any member of its Group) to permit the other Party (or any member of its Group) to accept service of process on its (or its members’) behalf, and no Party (or any member of its Group) is or shall be deemed to be the agent of the other Party (or any member of its Group) for service of process purposes.

(g) For the avoidance of doubt, nothing in this Section 2.6 shall apply to Shared Contracts, which shall be governed by Section 2.8.

(h) Each of Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) and Crane Company shall, and shall cause the members of its respective Group to, (i) treat for all Tax purposes any Delayed Transfer Asset or Liability inuring to its respective Business as an Asset owned by, and/or a Liability of, as applicable, the transferee of such Asset or Liability, or the members of such Party’s Group, as applicable, not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law or a good faith resolution of a Tax Contest).

Section 2.7 Transfer Documents. In connection with, and in furtherance of, the Transfers of Assets and the acceptance and assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, at or prior to the Effective Time, or after the Effective Time with respect to Section 2.6, by the appropriate entities, the Transfer Documents necessary to evidence the valid and effective assumption by the applicable Party (or any member of its Group) of its assumed Liabilities, and the valid Transfer to the applicable Party (or any member of its Group) of all rights, titles and interests in and to its accepted Assets, including the transfer of real property with quit claim deeds, as may be appropriate.

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Section 2.8 Shared Contracts.

(a) With respect to Shared Contractual Liabilities relating to, arising out of or resulting from a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or any Ancillary Agreement, between the Parties as follows:

(i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability;

(ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated between both Parties and their respective Groups based on the relative proportions of total benefit received (over the remaining term of the Shared Contract, measured starting as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract.

(b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) or any member of the Crane NXT Group, on the one hand, or Crane Company or any member of the Crane Company Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.), on the one hand, or Crane Company, on the other hand, as applicable, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, Transfer or otherwise afford such benefit or payment to the other Party.

(c) Each of Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) and Crane Company shall, and shall cause the members of its respective Group to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to its respective Businesses as an Asset owned by, and/or a Liability of, as applicable, such Party, or the members of such Party’s Group, as applicable, not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law or a good faith resolution of a Tax Contest).

Section 2.9 Further Assurances.

(a) In addition to and without limiting the actions specifically provided for elsewhere in this Agreement, each of the Parties shall reasonably cooperate with each other and use (and will cause the relevant member of its Group to use) commercially reasonable efforts, prior to, on and after the Effective Time, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

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(b) Without limiting the foregoing, each Party shall reasonably cooperate with the other Party, from and after the Effective Time, to execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with any Governmental Authority, and to obtain all Consents and/or Governmental Approvals, and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the Transfers of the applicable Assets and the assignment and assumption of the applicable Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party will, at the reasonable request of the other Party, take such other actions as may be reasonably necessary to vest in such other Party good and marketable title to the Assets allocated to such Party under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest, if and to the extent it is practicable to do so.

(c) On or prior to the Distribution Date, Crane Holdings, Co. and Crane Company, in their respective capacities as direct or indirect stockholders of their respective Subsidiaries, shall each approve or ratify any actions that are reasonably necessary or desirable to be taken by any Subsidiary of Crane Holdings, Co. or Subsidiary of Crane Company, as applicable, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.

Section 2.10 Novation of Liabilities; Consents.

(a) Each Party, at the request of the other Party, shall use commercially reasonable efforts to obtain, or to cause to be obtained, any Consent, release, substitution or amendment required to novate or assign all obligations under Contracts or other Liabilities for which a member of such Party’s Group and a member of the other Party’s Group are jointly or severally liable and that do not constitute Liabilities of such other Party as provided in this Agreement, or to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Group who assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group will be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration therefor to any Third Party from whom any such Consent, substitution or amendment is requested (unless such Party is fully reimbursed by the requesting Party).

(b) If the Parties are unable to obtain, or to cause to be obtained, any such required Consent, release, substitution or amendment, the other Party or a member of such other Party’s Group shall continue to be bound by such Contract or other obligation that does not constitute a Liability of such other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Group who assumed or retained such Liability as set forth in this Agreement (the “Liable Party”) shall, or shall cause a member of its Group to, pay, perform and discharge fully all the obligations or other Liabilities of such other Party or member of such other Party’s Group thereunder from and after the Effective Time; provided, however, that the other Party shall not be obligated to extend, renew or otherwise cause such Contract or other obligation to remain in effect beyond the term in effect as of the Effective Time. The Liable Party shall indemnify and defend the other Party and the members of such other Party’s Group against any and all Liabilities arising in connection therewith; provided, however, that the Liable Party shall have no obligation to indemnify the other Party or any member of such other Party’s Group with respect to any matter to the extent that such other Party has engaged in any knowing violation of Law or fraud in connection

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therewith. The other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such other Party pursuant to this Agreement). If and when any such Consent, release, substitution or amendment shall be obtained or such Contract shall otherwise become assignable or able to be novated, the other Party shall promptly assign, or cause to be assigned, all rights, obligations and other Liabilities thereunder of any member of such other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall assume such rights and obligations and other Liabilities.

Section 2.11 Guarantees and Letters of Credit.

(a) Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) shall (with the commercially reasonable cooperation of Crane Company and the other members of the Crane Company Group) use its commercially reasonable efforts, if so requested by Crane Company, to have any member of the Crane Company Group removed as guarantor of, or obligor for, any Crane NXT Liability to the extent that they relate to any Crane NXT Liability.

(b) Crane Company shall (with the commercially reasonable cooperation of Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) and the other members of the Crane NXT Group) use its commercially reasonable efforts, if so requested by Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.), to have any member of the Crane NXT Group removed as guarantor of, or obligor for, any Crane Company Liability to the extent that they relate to any Crane Company Liability (each of the releases referred to in clauses (a) and (b) of this Section 2.11, a “Guaranty Release”).

(c) If Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) or Crane Company is unable to obtain, or to cause to be obtained, any removal of any guarantee or other obligation as set forth in clauses (a) and (b) of this Section 2.11, (i) the relevant beneficiary of such guarantee or obligation shall indemnify and defend the guarantor or obligor for any Indemnifiable Loss relating to, arising out of or resulting from such guarantee or other obligation (in accordance with the provisions of Article VI) and shall, or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder and (ii) each of Crane NXT, Co. and Crane Company shall not renew or extend the term of, increase its obligations under or transfer to a Third Party any loan, Contract or other obligation for which the other Party is or may be liable unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such other Party; provided, however, that with respect to leases, in the event a Guaranty Release is not obtained and such first Party wishes to extend the term of such guaranteed lease, then such first Party shall have the option of extending the term if it provides such security as is reasonably satisfactory to the guarantor under such guaranteed lease.

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(d) Crane Holdings, Co. and Crane Company shall cooperate, and Crane Company shall use commercially reasonable efforts, to replace all letters of credit issued by Crane Holdings, Co. or other members of the Crane NXT Group on behalf of or in favor of any member of the Crane Company Group or the Other Businesses (the “Crane Holdings LCs”) as promptly as practicable with letters of credit from Crane Company or a member of the Crane Company Group as of the Effective Time. With respect to any Crane Holdings LCs that remain outstanding after the Effective Time, (i) Crane Company shall, and shall cause the applicable members of the Crane Company Group to, indemnify and defend the Crane NXT Indemnified Party for any Liabilities relating to, arising out of or resulting from such letters of credit, including any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Crane Holdings LCs in accordance with the terms thereof and (ii) without the prior written consent of Crane NXT, Co., Crane Company shall not, and shall not permit any member of the Crane Company Group to, enter into, renew or extend the term of, increase its obligations under or transfer to a Third Party any loan, guarantee, Contract or other obligation in connection with which Crane NXT, Co. or any member of the Crane NXT Group has issued any letters of credit which remain outstanding. Neither Crane NXT, Co. nor any member of the Crane NXT Group will have any obligation to renew any letters of credit issued on behalf of or in favor of any member of the Crane Company Group or the Other Businesses after the expiration of any such letter of credit.

Section 2.12 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.

(a) EACH OF CRANE HOLDINGS, CO. (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE CRANE NXT GROUP) AND CRANE COMPANY (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE CRANE COMPANY GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT OR ANY TRANSFER DOCUMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT, ANY TRANSFER DOCUMENT, OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED HEREBY OR THEREBY IS REPRESENTING OR WARRANTING IN ANY WAY, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, AS TO THE ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED, DISTRIBUTED, ASSIGNED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, AS TO NO INFRINGEMENT, VALIDITY OR ENFORCEABILITY OR ANY OTHER MATTER CONCERNING, ANY ASSETS OR BUSINESS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, DISTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN ANY TRANSFER DOCUMENT OR IN ANY ANCILLARY AGREEMENT, ALL ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A

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QUITCLAIM) AND THE RESPECTIVE TRANSFEREES SHALL BEAR ALL ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS, CONTRACTS OR JUDGMENTS ARE NOT COMPLIED WITH. ALL WARRANTIES OF HABITABILITY, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR FOREIGN LAWS), ARE HEREBY DISCLAIMED.

(b) Each of Crane Holdings, Co. (on behalf of itself and each member of the Crane NXT Group) and Crane Company (on behalf of itself and each member of the Crane Company Group) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in Section 2.12(a) is held unenforceable or is unavailable for any reason under the Laws of any jurisdiction outside the United States or if, under the Laws of a jurisdiction outside the United States, both Crane Holdings, Co. or any member of the Crane NXT Group, on the one hand, and Crane Company or any member of the Crane Company Group, on the other hand, are jointly or severally liable for any Crane NXT Liability or any Crane Company Liability, respectively, then, the Parties intend that, notwithstanding any provision to the contrary under the Laws of such foreign jurisdictions, the provisions of this Agreement and the Ancillary Agreements (including the disclaimer of all representations and warranties, allocation of Liabilities among the Parties and their respective Subsidiaries, releases, indemnification and contribution of Liabilities) shall prevail for any and all purposes among the Parties and their respective Subsidiaries.

(c) Crane Holdings, Co. hereby waives compliance by itself and each and every member of the Crane NXT Group with the requirements and provisions of any “bulk-sale” or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the Transfer or sale of any or all of the Crane NXT Assets to Crane Holdings, Co. or any member of the Crane NXT Group.

(d) Crane Company hereby waives compliance by itself and each and every member of the Crane Company Group with the requirements and provisions of any “bulk-sale” or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the Transfer or sale of any or all of the Crane Company Assets to Crane Company or any member of the Crane Company Group.

ARTICLE III

CERTAIN ACTIONS PRIOR TO THE DISTRIBUTION

Section 3.1 Separation; Contribution. The Parties agree to take, or cause the members of their respective Groups to take, prior to the Distribution, all actions necessary, subject to the terms of this Agreement, to effectuate the Separation and the Crane Company Special Cash Amount Distribution as set forth in Article II and Article IV.

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Section 3.2 Certificate of Incorporation; Bylaws. At or prior to the Effective Time, all necessary actions shall be taken to adopt the form of amended and restated certificate of incorporation and amended and restated by-laws filed by Crane Company with the SEC as exhibits to the Registration Statement.

Section 3.3 Directors and Officers. At or prior to the Effective Time, Crane Holdings, Co. shall take all necessary action to cause the directors and officers of Crane Company to consist of the individuals who are identified in the Registration Statement (including the Information Statement) at the Effective Time as being directors and officers, respectively, of Crane Company.

Section 3.4 Resignations.

(a) Subject to Section 3.4(b), at or prior to the Effective Time, (i) Crane Holdings, Co. shall cause all its employees and any employees of its Affiliates who will not become a Crane Company Group Employee immediately following the Effective Time to resign, effective as of the Effective Time, from all positions as officers or directors of any member of the Crane Company Group in which they serve and (ii) Crane Company shall cause all Crane Company Group Employees to resign, effective as of the Effective Time, from all positions as officers or directors of any member of the Crane NXT Group in which they serve.

(b) No Person shall be required by any Party to resign from any position or office with another Party if such Person is disclosed in the Information Statement as the Person who is to hold such position or office following the Distribution.

Section 3.5 Ancillary Agreements. At or prior to the Effective Time, Crane Holdings, Co. and Crane Company shall enter into, and, if applicable, shall cause a member or members of their respective Groups to enter into, the Ancillary Agreements.

Section 3.6 Crane Company Financing Arrangements; Cash Transfer. As described in the Internal Reorganization Step Plan, on or prior to the Distribution Date, as applicable, (i) Crane Company shall enter into the Crane Company Financing Arrangements, on such terms and conditions as reasonably agreed to by Crane Holdings, Co. (including the minimum amount that shall be borrowed pursuant to the Crane Company Financing Arrangements on or prior to the Distribution Date and the interest rates for such borrowings), (ii) Crane Company shall effect the Crane Company Special Cash Amount Distribution and (iii) Crane Company shall assume the Assumed Debt. Crane Holdings, Co. and Crane Company shall each participate in the preparation of all materials and presentations as may be reasonably necessary or reasonably advisable to secure funding pursuant to the Crane Company Financing Arrangements, including rating agency presentations, lender presentations and confidential information memoranda.

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ARTICLE IV

THE CONTRIBUTION AND DISTRIBUTION

Section 4.1 The Contribution and Distribution. Subject to the satisfaction or waiver of the conditions, covenants and other terms set forth in this Agreement and the Ancillary Agreements, on or prior to the Distribution Date, in connection with the Separation and pursuant to the Internal Reorganization Step Plan, including the Transfer of the Crane Company Assets to Crane Company in the Separation and Contribution, Crane Company shall (i) issue to Crane Holdings, Co., as partial consideration for the Contribution, such number of shares of Crane Company Common Stock (or Crane Holdings, Co. and Crane Company shall take or cause to be taken such other appropriate actions to ensure that Crane Holdings, Co. has the requisite number of shares of Crane Company Common Stock) as may be requested by Crane Holdings, Co. after consultation with Crane Company in order to effect the Distribution, which shares as of the date of issuance shall represent (together with such shares previously held by Crane Holdings, Co.) all of the issued and outstanding shares of Crane Company Common Stock, (ii) enter into the Crane Company Financing Arrangements and (iii) following the consummation of the Crane Company Financing Arrangements, distribute, assign, transfer, convey and deliver the Crane Company Special Cash Amount, if any, to Crane Holdings, Co. pursuant to the Crane Company Special Cash Amount Distribution. Subject to the conditions and other terms in this Article IV, Crane Holdings, Co. will cause the Agent on the Distribution Date to make the Distribution, including by crediting the appropriate number of shares of Crane Company Common Stock to book-entry accounts for each holder of Crane Holdings, Co. Common Stock or designated transferee or transferees of such holder of Crane Holdings, Co. Common Stock. For stockholders of Crane Holdings, Co. who own Crane Holdings, Co. Common Stock through a broker or other nominee, their shares of Crane Company Common Stock will be credited to their respective accounts by such broker or nominee. No action by any holder of Crane Holdings, Co. Common Stock on the Record Date shall be necessary for such stockholder (or such stockholder’s designated transferee or transferees) to receive the applicable number of shares of Crane Company Common Stock such stockholder is entitled to in the Distribution.

Section 4.2 Actions in Connection with Distribution.

(a) Crane Company shall file such amendments and supplements to the Registration Statement as Crane Holdings, Co. may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Registration Statement and Information Statement as may be required by the SEC or federal, state or foreign securities Laws. Crane Holdings, Co. shall cause the Information Statement included in the Registration Statement to be delivered to the holders of Crane Holdings, Co. Common Stock, at such time on or prior to the Distribution Date as Crane Holdings, Co. shall determine (or, alternatively, Crane Holdings, Co. shall make available the Registration Statement, including the Information Statement, to the holders of Crane Holdings, Co. Common Stock and cause to be mailed to the holders of Crane Holdings, Co. Common Stock a notice of internet availability of the Registration Statement and post such notice on its website, in each case in compliance with Rule 14a-16 promulgated by the SEC pursuant to the Exchange Act, as such rule may be amended from time to time), as well as any other information concerning Crane Company, the Other Businesses, operations and management, the Separation and such other matters as Crane Holdings, Co. shall reasonably determine are necessary and as may be required by Law.

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(b) Crane Company shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereof required to effect the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements, including any transactions related to financings or other credit facilities. Promptly after receiving a request from Crane Holdings, Co., Crane Company shall prepare and, in accordance with applicable Law, file with the SEC any such documentation that Crane Holdings, Co. determines is necessary or desirable to effectuate the Distribution, and Crane Holdings, Co. and Crane Company shall each use commercially reasonable efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable.

(c) Promptly after receiving a request from Crane Holdings, Co., to the extent not already approved, Crane Company shall prepare and file, and shall use commercially reasonable efforts to have approved, an application for the original listing on the NYSE of the Crane Company Common Stock to be distributed in the Distribution, subject to official notice of distribution. Crane Holdings, Co. shall give the NYSE notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.

(d) Nothing in this Section 4.2 shall be deemed, by itself, to create a Liability of Crane Holdings, Co. for any portion of the Registration Statement.

Section 4.3 Sole Discretion of Crane Holdings. Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, Crane Holdings, Co. shall, in its sole and absolute discretion, determine the Distribution Date and all terms of the Distribution, including the form, structure and terms of any transactions to effect the Distribution and the timing of and conditions to the consummation thereof. In addition, Crane Holdings, Co. may, in accordance with Section 10.10, at any time prior to the Distribution Date and from time to time until the completion of the Distribution, decide to abandon the Distribution or modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. None of Crane Company, any other member of the Crane Company Group, any Crane Company Group Employee or any Third Party shall have any right or claim to require the consummation of the Separation or the Distribution, each of which shall be effected at the sole discretion of the Crane Holdings, Co. Board.

Section 4.4 Conditions.

(a) Subject to Section 4.3, the following are conditions to the consummation of the Distribution (which, to the extent permitted by applicable Law, may be waived, in whole or in part, by Crane Holdings, Co. in its sole discretion):

(i) the Registration Statement shall have become effective under Section 12(d) of the Exchange Act, with no stop order suspending the effectiveness of the Registration Statement in effect, and no Proceedings for that purpose will be pending before, or threatened by, the SEC;

(ii) Crane Holdings, Co. shall have mailed the Information Statement (and such other information concerning Crane Company, the Distribution and such other matters as the Parties shall determine and as may otherwise be required by Law) to the holders of Crane Holdings, Co. Common Stock as of the Record Date or shall have caused to be mailed the notice of internet availability of the Information Statement to the holders of Crane Holdings, Co. Common Stock as of the Record Date as contemplated by Section 4.2(a);

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(iii) the Crane Company Common Stock to be delivered to the Crane Holdings, Co. stockholders in the Distribution shall have been approved for listing on the NYSE, subject to official notice of distribution;

(iv) Crane Holdings, Co. shall have obtained an opinion from Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel to Crane Holdings, Co., in form and substance satisfactory to Crane Holdings, Co. (in its sole discretion), substantially to the effect that, among other things, the Distribution, together with certain related transactions, will qualify under sections 368(a)(1)(D) and 355 of the Code as a transaction that is generally tax-free for U.S. federal income tax purposes other than: (i) intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to section 1502 of the Code; (ii) any gain recognized pursuant to section 357(c); and (iii) gain recognized by reason of the last sentence of section 361(b)(3);

(v) the Parties shall have taken all other actions and filings necessary or appropriate under the applicable securities or “blue sky” Laws of states or other political subdivisions of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution;

(vi) no order, injunction or decree issued by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no other Law or other legal restraint or prohibition shall have been adopted or be effective preventing the consummation of the Separation (including the Contribution), the Distribution or any of the related transactions contemplated herein;

(vii) the Internal Reorganization shall have been effectuated in accordance with the Internal Reorganization Step Plan in all material respects, including the execution of all such instruments, assignments, documents and other agreements necessary to effect the Internal Reorganization;

(viii) the Crane Holdings, Co. Board shall have declared the Distribution and finally approved all related transactions (and such declaration or approval shall not have been withdrawn);

(ix) no other events or developments shall exist or shall have occurred or failed to occur that, in the judgment of the Crane Holdings, Co. Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation (including the Contribution), the Distribution or the transactions contemplated by this Agreement;

(x) any material required Governmental Approvals necessary to consummate the Distribution and the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained and be in full force and effect;

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(xi) the amended and restated certificate of incorporation and amended and restated by-laws of Crane Company shall have been adopted by Crane Company and forms of such amended and restated certificate of incorporation and amended and restated by-laws of Crane Company shall have been filed with the SEC as exhibits to the Registration Statement; and

(xii) each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto, and shall remain in full force and effect.

(b) The conditions set forth in this Section 4.4 are for the sole benefit of Crane Holdings, Co. and shall not give rise to or create any duty on the part of Crane Holdings, Co. or the Crane Holdings, Co. Board to waive or not waive any such condition. Any determination made by Crane Holdings, Co. prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.4 shall be conclusive and binding on the Parties. The satisfaction of the conditions set forth in Section 4.4 will not create any obligation on the part of Crane Holdings, Co. to any other Person to effect any of the Distribution, the Separation or the transactions contemplated by this Agreement or in any way limit Crane Holdings, Co.’s right to terminate this Agreement as set forth in Section 10.10.

ARTICLE V

ADDITIONAL COVENANTS

Section 5.1 [INTENTIONALLY OMITTED.]

Section 5.2 Auditors and Audits; Annual and Quarterly Financial Statements and Accounting.

(a) Each Party agrees that during the period ending on December 31, 2024, with respect to clause (i) and clause (ii) below (and with the consent of the other applicable Party, which consent shall not be unreasonably withheld, conditioned or delayed, during any period of time after December 31, 2024, reasonably requested by such requesting Party so long as there is a reasonable business purpose for such request) and, in any event, solely with respect to the preparation and audit of each Party’s financial statements for any of the years ended December 31, 2023, 2022 and 2021, the printing, filing and public dissemination of such financial statements, the audit of each Party’s internal control over financial reporting related to such financial statements and such Party’s management’s assessment thereof, and each Party’s management’s assessment of such Party’s disclosure controls and procedures related to such financial statements:

(i) Annual Financial Statements. Each Party shall use its commercially reasonable efforts to provide to the other Party on a timely basis all information reasonably required to meet its schedule for the preparation, printing, filing and public dissemination of its annual financial statements and for management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K and, to the extent applicable to such Party, (a) its auditor’s audit report of

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its internal control over financial reporting and (b) management’s assessment thereof in accordance with section 404 of the Sarbanes-Oxley Act of 2002 and the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder (such assessments and audit being referred to as the “Internal Control Audit and Management Assessments”). Without limiting the generality of the foregoing, each Party will use its commercially reasonable efforts to provide all required financial and other Information with respect to itself and its Subsidiaries to its auditors in a sufficient and reasonable time and in sufficient detail to permit its auditors to take all steps and perform all reviews necessary to provide sufficient assistance to each other Party’s auditors with respect to information to be included or contained in such other Party’s annual financial statements and to permit such other Party’s auditors and management to complete their respective auditor’s report on Internal Control Audit and Management Assessments, to the extent applicable to such Party.

(ii) Access to Personnel and Records. Each audited Party shall authorize, and use its commercially reasonable efforts to cause, its auditors to make available to the other Party’s auditors (such other Party’s auditors, collectively, the “Other Party’s Auditors”) both the personnel who performed or are performing the annual audits of such audited party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Party’s Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall use its commercially reasonable efforts to make available to the Other Party’s Auditors and management its personnel and Records in a reasonable time prior to the Other Party’s Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Party’s Auditors and other Parties’ management are able to perform the procedures they consider necessary to conduct their respective Internal Control Audit and Management Assessments.

(b) Amended Financial Reports. In the event a Party restates any of its financial statements that include such Party’s audited or unaudited financial statements with respect to any balance sheet date or period of operation between (and inclusive of) January 1, 2018 and December 31, 2023, such Party will deliver to the other Party a substantially final draft, as soon as the same is prepared, of any report to be filed by such first Party with the SEC that includes such restated audited or unaudited financial statements (the “Amended Financial Reports”); provided, however, that such first Party may continue to revise its Amended Financial Report prior to its filing thereof with the SEC, which changes will be delivered to the other Party as soon as reasonably practicable; provided, further, however, that such first Party’s financial personnel will actively consult with the other Party’s financial personnel regarding any changes which such first Party may consider making to its Amended Financial Report and related disclosures prior to the anticipated filing of such report with the SEC, with particular focus on any changes which would have an effect upon the other Party’s financial statements or related disclosures. Each Party will use commercially reasonable efforts to cooperate with, and permit and make any necessary employees available to, the other Party and the Other Party’s Auditors, in connection with the other Party’s preparation of any Amended Financial Reports.

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(c) Financials; Outside Auditors. If any Party or member of its respective Group is required, pursuant to Rule 3-09 of Regulation S-X or otherwise, to include in its Exchange Act filings audited financial statements or other information of the other Party or member of the other Party’s Group, the other Party shall use its commercially reasonable efforts to (i) provide such audited financial statements or other information to the first Party and (ii) cause its outside auditors to consent to the inclusion of such audited financial statements or other information in the requesting Party’s Exchange Act filings.

(d) Third-Party Agreements. Nothing in this Section 5.2 shall require any Party to violate any Contract with any Third Party regarding the confidentiality of confidential and proprietary information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 5.2 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s consent to the disclosure of such information. The Parties also acknowledge that the Other Party’s Auditors are subject to contractual, legal, professional and regulatory requirements with which such auditors are responsible for complying.

Section 5.3 Retention of Records. Except (a) as provided in any Ancillary Agreement, (b) when a longer retention period is otherwise required by applicable Law or (c) as agreed to in writing by the Parties, Crane NXT, Co. and Crane Company shall, and shall cause the other members of their respective Groups, to use commercially reasonable efforts to retain all Records relating to the P&M Technologies Business and the Other Businesses, as applicable, in accordance with their respective regular records retention policies and procedures, until the latest of: (i) the maximum amount of time required under each Party’s records retention policies and procedures, (ii) the date on which such Records are no longer required to be retained pursuant to any “litigation hold” issued by Crane NXT, Co. or any member of its Group prior to the Distribution and communicated to Crane Company in writing at least thirty (30) days prior to the Distribution, (iii) the concluding date of any period as may be required by any applicable Law, (iv) with respect to any pending or threatened Proceeding arising after the Distribution Date, to the extent that any member of a Group in possession of such Records has been notified in writing pursuant to a “litigation hold” by any Party of such pending or threatened Proceeding, the concluding date of any such “litigation hold” and (v) the concluding date of any period during which the destruction of such Records would reasonably be expected to interfere with a pending or threatened investigation by a Governmental Authority which is known to any member of the Group in possession of such Records at the time any retention obligation with regard to such Records would otherwise expire. Each Party shall, and shall cause the other members of its Group (and any of their respective then-Affiliates) to, use commercially reasonable efforts (at the requesting Party’s sole cost and expense) to preserve and not to destroy or dispose of such Records without the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of the requesting Party (and, for the avoidance of doubt, commercially reasonable efforts shall include issuing a “litigation hold”).

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Section 5.4 No Restrictions on Corporate Opportunities.

(a) In the event that Crane NXT, Co. or any other member of its Group, or any director or officer of Crane NXT, Co. or any other member of its Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Crane NXT, Co. or any other member of its Group and Crane Company or any other member of its Group, neither Crane NXT, Co. nor any other member of its Group, nor any director or officer of Crane NXT, Co. or any other member of its Group, shall have any duty to communicate or present such corporate opportunity to Crane Company or any other member of the Crane Company Group and shall not be liable to Crane Company or any other member of the Crane Company Group or to Crane Company’s stockholders for breach of any fiduciary duty as a stockholder of Crane Company or an officer or director thereof by reason of the fact that Crane NXT, Co. or any other member of its Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity or does not present such corporate opportunity to Crane Company or any other member of the Crane Company Group.

(b) In the event that Crane Company or any other member of the Crane Company Group, or any director or officer of Crane Company or any other member of the Crane Company Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Crane NXT, Co. or any other member of its Group and Crane Company or any other member of the Crane Company Group, neither Crane Company nor any other member of the Crane Company Group, nor any director or officer of Crane Company or any other member of the Crane Company Group, shall have any duty to communicate or present such corporate opportunity to Crane NXT, Co. or any other member of its Group and shall not be liable to Crane NXT, Co. or any other member of its Group or to Crane NXT, Co.’s stockholders for breach of any fiduciary duty as a stockholder of Crane NXT, Co. or an officer or director thereof by reason of the fact that Crane Company or any other member of the Crane Company Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity or does not present such corporate opportunity to Crane NXT, Co. or any other member of its Group.

(c) For the purposes of this Section 5.4, “corporate opportunities” of Crane Company or any other member of the Crane Company Group shall include business opportunities that are, by their nature, in a line of business of Crane Company or any other member of the Crane Company Group, including any of the Other Businesses, are of practical advantage to them and are ones in which Crane Company or any other member of the Crane Company Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Crane NXT, Co. or any other member of its Group or any of their officers or directors will be brought into conflict with that of Crane Company or any other member of the Crane Company Group, and “corporate opportunities” of Crane NXT, Co. or any other member of its Group shall include business opportunities that are, by their nature, in a line of business of Crane NXT, Co. or any other member of its Group, including the P&M Technologies Business, are of practical advantage to them and are ones in which Crane NXT, Co. or any other member of its Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Crane Company or any other member of the Crane Company Group or any of their officers or directors will be brought into conflict with that of Crane NXT, Co. or any other member of its Group.

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ARTICLE VI

SURVIVAL AND INDEMNIFICATION; MUTUAL RELEASES

Section 6.1 Release of Pre-Distribution Claims.

(a) Except (i) as provided in Section 6.1(c), (ii) as may otherwise be provided in this Agreement or any Ancillary Agreement and (iii) for any matter for which any Crane NXT Indemnified Party is entitled to indemnification pursuant to this Article VI, effective as of (and conditioned upon the occurrence of) the Distribution, Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) does hereby, for itself and each other member of the Crane NXT Group and their respective successors and assigns, and, to the extent Crane Holdings, Co. legally may, all Persons that at any time prior or subsequent to the Distribution have been stockholders, directors, officers, members, agents or employees of Crane Holdings, Co. or any other member of the Crane NXT Group (in each case, in their respective capacities as such), remise, release and forever discharge Crane Company and each member of the Crane Company Group and their respective successors and assigns from any and all Liabilities whatsoever, whether at Law or in equity, whether arising under any Contract, by operation of Law or otherwise, including for fraud, existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution, whether or not known as of the Distribution, including in connection with the transactions and all other activities to implement the Separation or the Distribution. Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) shall not, and shall not permit any other member of the Crane NXT Group to, make any claim or demand, or commence any Proceedings asserting any claim or demand, including any claim for indemnification, against any member of the Crane Company Group with respect to any Liabilities released pursuant to this Section 6.1(a).

(b) Except (i) as provided in Section 6.1(c), (ii) as may be otherwise provided in this Agreement or any Ancillary Agreement and (iii) for any matter for which any Crane Company Indemnified Party is entitled to indemnification pursuant to this Article VI, effective as of (and conditioned upon the occurrence of) the Distribution, Crane Company does hereby, for itself and each other member of the Crane Company Group and their respective successors and assigns, and, to the extent Crane Company legally may, all Persons that at any time prior or subsequent to the Distribution have been stockholders, directors, officers, members, agents or employees of Crane Company or any other member of the Crane Company Group (in each case, in their respective capacities as such), remise, release and forever discharge Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) and each member of the Crane NXT Group and their respective successors and assigns from any and all Liabilities whatsoever, whether at Law or in equity, whether arising under any Contract, by operation of Law or otherwise, including for fraud, existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution, whether or not known as of the Distribution, including in connection with the transactions and all other activities to implement the Separation or the Distribution. Crane Company shall not, and shall not permit any other member of the Crane Company Group to, make any claim or demand, or commence any Proceedings asserting any claim or demand, including any claim for indemnification, against any member of the Crane NXT Group with respect to any Liabilities released pursuant to this Section 6.1(b).

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(c) Nothing contained in Sections 6.1(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any arrangement that is not to terminate as of the Distribution. Nothing contained in Sections 6.1(a) or (b) shall release any Party from:

(i) any Liability provided in or resulting from any agreement among any member of the Crane NXT Group and any member of the Crane Company Group that is not to terminate as of the Distribution, or any other Liability that is not to terminate as of the Distribution;

(ii) any Liability provided in or resulting from any Contract that is entered into after the Effective Time between one Party (and/or a member of such Party’s Group), on the one hand, and the other Party (and/or a member of such Party’s Group), on the other hand;

(iii) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement, including in respect of claims brought against the Parties (or members of their respective Groups) by any Third Party, which Liability shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the applicable Ancillary Agreement;

(iv) any Liability with respect to any Intergroup Indebtedness that survive the Effective Time; and

(v) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other liability of any member of any Group under, this Agreement or any Ancillary Agreement; or

(vi) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 6.1; provided that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Person with respect to any Liability to the extent that such Person would be released with respect to such Liability by this Section 6.1 but for the provisions of this clause (vi).

In addition, nothing contained in Section 6.1(a) shall release any member of the Crane NXT Group from honoring its existing obligations to indemnify any director, officer or employee of Crane Company who was a director, officer or employee of Crane Holdings, Co. or any of its Affiliates at or prior to the Effective Time, to the extent such director, officer or employee is or becomes a named defendant in any Proceeding with respect to which he or she was entitled to such indemnification pursuant to obligations existing prior to the Effective Time; it being understood that if the underlying obligation giving rise to such Proceedings is a Crane Company Liability, Crane Company shall indemnify Crane NXT, Co. for such Liability (including Crane NXT, Co.’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article VI.

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(d) At any time, at the request of the Party, each Party shall cause each member of its respective Group to execute and deliver releases in form reasonably satisfactory to the other Party reflecting the provisions of this Section 6.1.

Section 6.2 Indemnification by Crane NXT. In addition to any other provision of this Agreement or any Ancillary Agreement requiring indemnification, except as otherwise specifically set forth in any provision of this Agreement or any Ancillary Agreement, and subject to Section 6.12, from and after the Distribution, Crane NXT, Co. will indemnify, defend, hold harmless, release and discharge Crane Company and its Affiliates and their respective current and former directors, officers, employees and agents and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “Crane Company Indemnified Parties”), from and against any and all Indemnifiable Losses actually suffered or incurred by the Crane Company Indemnified Parties relating to, arising out of or resulting from any of the following items, regardless of whether arising from or alleged to arise from negligence (whether simple, contributory or gross), recklessness, violation of Law, fraud, misrepresentation or otherwise (without duplication), to the fullest extent permitted by applicable Law:

(a) the failure of any member of the Crane NXT Group or any other Person to pay, perform or otherwise promptly discharge any Crane NXT Liability in accordance with its terms, whether arising prior to, on or after the Distribution;

(b) any Crane NXT Liability; and

(c) any breach by any member of the Crane NXT Group of this Agreement or, subject to Section 6.12 hereof, any of the Ancillary Agreements, subject to any indemnification provision or any specific limitation on liability contained in any Ancillary Agreement.

Section 6.3 Indemnification by Crane Company. In addition to any other provision of this Agreement or any Ancillary Agreement requiring indemnification, except as otherwise specifically set forth in any provision of this Agreement, and subject to Section 6.12, from and after the Distribution, Crane Company shall indemnify, defend, hold harmless, release and discharge Crane NXT, Co. and its Affiliates and their respective current and former directors, officers, employees and agents and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “Crane NXT Indemnified Parties” and, together with the Crane Company Indemnified Parties, the “Indemnified Parties”), from and against any and all Indemnifiable Losses actually suffered or incurred by the Crane NXT Indemnified Parties relating to, arising out of or resulting from any of the following items, regardless of whether arising from or alleged to arise from negligence (whether simple, contributory or gross), recklessness, violation of Law, fraud, misrepresentation or otherwise (without duplication), to the fullest extent permitted by applicable Law:

(a) the failure of any member of the Crane Company Group or any other Person to pay, perform or otherwise promptly discharge any Crane Company Liability in accordance with its terms, whether arising prior to, on or after the Distribution;

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(b) any Crane Company Liability; and

(c) any breach by any member of the Crane Company Group of this Agreement or, subject to Section 6.12 hereof, any of the Ancillary Agreements, subject to any indemnification provision or any specific limitation on liability contained in any Ancillary Agreement.

Section 6.4 Third-Party Claims.

(a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by any Person who is not a member of the Crane NXT Group or the Crane Company Group, as the case may be, of any claim, or of the commencement by any such Person of any Proceedings, with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 6.2 or Section 6.3, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”), such Indemnified Party shall give such Indemnifying Party written notice thereof within thirty (30) days after such Indemnified Party received notice or otherwise learned of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, the amount of the loss or Liability claimed or asserted by such third party for which indemnification may be available. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 6.4(a) shall not relieve the Indemnifying Party of its obligations under this Article VI, except to the extent that such Indemnifying Party is actually materially prejudiced by such failure to give notice.

(b) An Indemnifying Party shall be entitled (but shall not be required) to assume and control the defense of such Third-Party Claim at its expense and through counsel of its choice who is reasonably acceptable to the Indemnified Party if it gives notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of such notice from the Indemnified Party; provided, however, that the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim to the extent such Third-Party Claim (x) is a Proceeding by a Governmental Authority, (y) involves an allegation of a criminal violation or (z) seeks injunctive relief against the Indemnified Party. In the event of a conflict of interest between the Indemnifying Party and the Indemnified Party with respect to the Third-Party Claim, the Indemnified Party shall be entitled to retain, at the Indemnifying Party’s expense, separate counsel reasonably acceptable to the Indemnifying Party as required by the applicable rules of professional conduct with respect to such matter. If the Indemnifying Party elects to undertake any such defense at its own expense, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent Records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as are reasonably required by the Indemnifying Party. Similarly, if the Indemnified Party is conducting the defense against any such Third-Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all witnesses, pertinent Records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as are reasonably required by the Indemnified Party.

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(c) If, in such notice, an Indemnifying Party elects not to assume responsibility for defending a Third-Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 6.4(b), such Indemnified Party may defend such Third-Party Claim at the cost and expense of the Indemnifying Party; provided, however, that the Indemnifying Party may at any time thereafter assume the defense of such Third-Party Claim upon notice to the Indemnified Party (but the reasonable cost and expense incurred by the Indemnified Party in defending such Third-Party Claim until such date as the Indemnifying Party shall assume the defense of such Third-Party Claim shall be paid by the Indemnifying Party).

(d) The Indemnified Party may not settle or compromise any Third-Party Claim without the consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed).

(e) The Indemnifying Party shall have the right to compromise or settle a Third-Party Claim the defense of which it shall have assumed pursuant to Section 6.4(b) or Section 6.4(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article VI shall be binding on the Indemnified Party, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the Indemnifying Party shall not settle any such Third-Party Claim without the written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless such settlement (A) completely and unconditionally releases the Indemnified Party in connection with such matter, (B) consists solely of monetary consideration borne by a Person other than the Indemnified Party and (C) does not involve any admission by the Indemnified Party of any wrongdoing or violation of Law.

(f) In the event of Proceedings in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant, if at all practicable and advisable under the circumstances. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Proceedings as set forth in this Article VI.

(g) With respect to any Third-Party Claim that implicates both the Crane Company Group and the Crane NXT Group in a material fashion due to the allocation of Liabilities or potential impact on the operation of the P&M Technologies Business or Other Businesses, as applicable, responsibilities for management of defense, and related indemnities pursuant to this Agreement or any of the Ancillary Agreements, the Parties agree to separately but cooperatively manage such Third-Party Claims (in a manner that will preserve for the relevant members of the Crane Company Group and the Crane NXT Group the attorney-client privilege, joint defense or other privilege with respect thereto). The Parties shall, as appropriate, cooperate in good faith and take all reasonable actions to provide for any appropriate joinder or change in named parties to such Third-Party Claims such that the appropriate member of each Party or Group is party thereto. The Parties shall reasonably cooperate and consult with each other, and to the extent permissible and necessary or advisable, maintain a joint defense in a manner that would preserve for both Parties and their respective Affiliates any attorney-client privilege, joint defense or other privilege with respect to any such Third-Party Claim.

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Notwithstanding anything to the contrary herein, the Parties may jointly retain counsel (in which case the cost of counsel shall be shared equally by the Parties unless otherwise agreed by the Parties) or retain separate counsel (in which case each Party will bear the cost of its separate counsel) with respect to any such Third-Party Claim; provided that the Parties shall bear their own discovery costs and shall share equally joint litigation costs. In any such Third-Party Claim, each Party may pursue separate defenses, claims, counterclaims or settlements to those claims relating to its respective Business; provided that each Party shall in good faith make reasonable commercial efforts to avoid adverse effects on the other Party.

Section 6.5 Direct Claims. An Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement (other than a Third-Party Claim, which shall be governed by Section 6.4) within thirty (30) days of such determination, stating the claimed or asserted amount of the Indemnifiable Loss and method of computation thereof, if known, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnified Party or arises. Notwithstanding the foregoing, the failure of any Indemnified Party to provide notice as provided in this Section 6.5 shall not relieve the Indemnifying Party of its obligations under this Article VI, except to the extent that such Indemnifying Party is actually materially prejudiced by such failure to give notice.

Section 6.6 Indemnification Payments. Indemnification required by this Article VI shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or an Indemnifiable Loss is incurred.

Section 6.7 Survival of Indemnities. The rights and obligations of each of Crane NXT, Co. and Crane Company and their respective Indemnified Parties under this Article VI shall survive (i) the sale or other transfer by any Group of any of its Assets or Businesses or the assignment by it of any Liabilities and (ii) any merger, consolidation, business combination, sale of all or substantially all of the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries.

Section 6.8 Indemnification Obligations Net of Insurance Proceeds and Other Amounts; Contribution.

(a) Insurance Proceeds and Other Amounts. The Parties intend that any Liability subject to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement shall be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnified Party in respect of any indemnifiable Liability. Accordingly, the amount which an Indemnifying Party is required to pay to any Indemnified Party shall be reduced by any Insurance Proceeds or any other amounts theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) by or on behalf of the Indemnified Party in respect of the related Liability. If an Indemnified Party receives a payment required by this Agreement from an Indemnifying Party in respect of any Liability (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of the related Liability, then the Indemnified Party shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

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(b) Insurers and Other Third Parties Not Relieved. The Parties hereby agree that an insurer or other Third Party that would otherwise be obligated to pay any amount shall not be relieved of the responsibility with respect thereto or have any subrogation rights with respect thereto by virtue of any provision contained in this Agreement or any Ancillary Agreement, and that no insurer or any other Third Party shall be entitled to a “windfall” (e.g., a benefit they would not be entitled to receive in the absence of the indemnification or release provisions) by virtue of any provision contained in this Agreement or any Ancillary Agreement. Each Party shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to collect or recover, or allow the Indemnifying Party to collect or recover, any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification may be available under this Article VI. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Proceeding to collect or recover Insurance Proceeds, and an Indemnified Party need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

(c) Contribution. If the indemnification provided for in this Article VI is unavailable for any reason to an Indemnified Party in respect of any Indemnifiable Loss, then the Indemnifying Party shall, in accordance with this Section 6.8(c), contribute to the Indemnifiable Losses incurred, paid or payable by such Indemnified Party as a result of such Indemnifiable Loss in such proportion as is appropriate to reflect the relative fault of Crane Company and each other member of the Crane Company Group, on the one hand, and Crane NXT, Co. and each other member of the Crane NXT Group, on the other hand, in connection with the circumstances which resulted in such Indemnifiable Loss.

Section 6.9 Limitation of Liability; Mitigation.

(a) No Party may obtain duplicative indemnification or other recovery for Indemnifiable Losses and recoveries under one or more provisions of this Agreement or any Ancillary Agreement or under any other Contract.

(b) Each Indemnified Party shall use its respective commercially reasonable efforts to pursue all legal rights and remedies available to mitigate and minimize any Indemnifiable Losses in respect of which such Indemnified Party is entitled to recover from an Indemnifying Party pursuant to this Article VI promptly upon becoming aware of any event or circumstance that could reasonably be expected to constitute or give rise to such Indemnifiable Losses.

Section 6.10 Remedies Cumulative. The remedies provided in this Article VI or elsewhere in this Agreement shall be cumulative and shall not preclude assertion by any Indemnified Party of any other rights or the seeking of any and all other remedies provided for in this Agreement against any Indemnifying Party; provided, however, that the procedures set forth in this Article VI shall be the exclusive procedures governing any indemnity action brought under this Agreement.

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Section 6.11 Consequential Damages. EXCEPT AS MAY BE AWARDED TO A THIRD PARTY IN CONNECTION WITH ANY THIRD-PARTY CLAIM THAT IS SUBJECT TO THE INDEMNIFICATION OBLIGATIONS IN THIS ARTICLE VI, IN NO EVENT SHALL CRANE NXT, CO., CRANE COMPANY OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS BE LIABLE UNDER THIS AGREEMENT FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, REPUTATIONAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, AND IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS BE LIABLE UNDER THIS AGREEMENT FOR LOST PROFITS, OPPORTUNITY COSTS, DIMINUTION IN VALUE OR DAMAGES BASED UPON A MULTIPLE OF EARNINGS OR SIMILAR FINANCIAL MEASURE, EVEN IF UNDER APPLICABLE LAW SUCH LOST PROFITS, OPPORTUNITY COSTS, DIMINUTION IN VALUE OR DAMAGES WOULD NOT BE CONSIDERED CONSEQUENTIAL OR SPECIAL DAMAGES.

Section 6.12 Ancillary Agreements. Notwithstanding anything in this Agreement to the contrary (but subject to Section 6.9(a)), to the extent any Ancillary Agreement contains any specific, express indemnification obligation or contribution obligation relating to any Crane NXT Liability, Crane NXT Asset, Crane Company Liability or Crane Company Asset contributed, assumed, retained, transferred, delivered or conveyed pursuant to such Ancillary Agreement, or relating to any other specific matter, the indemnification obligations contained herein shall not apply to such Crane NXT Liability, Crane NXT Asset, Crane Company Liability or Crane Company Asset, or such other specific matter, and instead the indemnification and/or contribution obligations set forth in such Ancillary Agreement shall govern with regard to such Crane NXT Asset, Crane NXT Liability, Crane Company Asset or Crane Company Liability, or any such other specific matter.

ARTICLE VII

CONFIDENTIALITY; ACCESS TO INFORMATION

Section 7.1 Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VI (in which event the provisions of Article VI will govern) and without limiting the applicable provisions of Article VI, and subject to appropriate restrictions for classified, privileged or Confidential Information and subject further to any restrictions or limitations contained in Section 5.2 or elsewhere in this Article VII:

(a) After the Effective Time, upon the prior written request of Crane Company for specific and identified Information which relates to (i) any member of the Crane Company Group or the conduct of the Other Businesses (including Crane Company Assets and Crane Company Liabilities), as the case may be, up to the Effective Time, or (ii) any Ancillary Agreement, Crane NXT, Co. shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Crane Company has a reasonable need for such originals) in the possession or control of Crane NXT, Co. or any of its Affiliates, but only to the extent such items so relate and are not already in the possession or control of a member of the Crane Company Group.

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(b) After the Effective Time, upon the prior written request of Crane NXT, Co. for specific and identified Information which relates to (i) any member of the Crane NXT Group or the conduct of the P&M Technologies Business (including Crane NXT Assets and Crane NXT Liabilities), as the case may be, up to the Effective Time, or (ii) any Ancillary Agreement, Crane Company shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Crane NXT, Co. has a reasonable need for such originals) in the possession or control of Crane Company or any of its Affiliates, but only to the extent such items so relate and are not already in the possession or control of a member of the Crane NXT Group.

Section 7.2 Access to Information. Other than in circumstances in which indemnification is sought pursuant to Article VI (in which event the provisions of Article VI will govern) and without limiting the applicable provisions of Article VI, and subject to any restrictions or limitations contained in Section 5.2 or elsewhere in this Article VII, from and after the Effective Time, each of Crane NXT, Co. and Crane Company shall afford to the other and its authorized accountants, counsel and other designated representatives reasonable access during normal business hours, subject to appropriate notice and restrictions for classified, privileged or confidential Information and to the requirements of any applicable Law, to the personnel, properties, and Information of such Party and its Subsidiaries insofar as such access is reasonably required by the other Party, and only for the duration such access is required, and relates to (a) such other Party or the conduct of its Business prior to the Effective Time or (b) any Ancillary Agreement; provided, however, that, in the event that a Party determines that any such access or the provision of any such Information (including Information requested under Section 5.2 or Section 7.1) would be commercially detrimental in any material respect, violate any Law or Contract with a Third Party or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures (and, to the extent applicable, shall use commercially reasonable efforts to obtain the Consent from any Third Party required to make such disclosure without violating a Contract with a Third Party) to permit compliance with such Information request in a manner that avoids any such harm, violation or consequence. Each of Crane NXT, Co. and Crane Company shall require that their respective officers, directors, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the other Party’s Confidential Information or other Information provided pursuant to Section 5.2 or this Article VII of their obligation to hold such Information confidential in accordance with the provisions of this Agreement.

Section 7.3 Witness Services. At all times from and after the Effective Time, each of Crane NXT, Co. and Crane Company shall use commercially reasonable efforts to make available to the other Party, upon reasonable written request, its and its Subsidiaries’ officers, directors, employees, consultants and agents (taking into account the business demands of such individuals) as witnesses to the extent that (a) such Persons may reasonably be required to testify in connection with the prosecution or defense of any Proceeding in which the requesting Party may from time to time be involved (except for claims, demands or Proceedings in which one or more members of one Group is adverse to one or more members of the other Group) and (b) there is no conflict in the Proceeding between the requesting Party and the other Party.

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Section 7.4 Cooperation. At all times from and after the Effective Time, except for any Proceeding (or any threatened Proceeding) in which one or more members of one Group is adverse to one or more members of the other Group, or in which there is otherwise a conflict between one or more members of one Group and one or more members of the other Group (each of which shall be governed by such discovery rules as may be applicable thereto), each of Crane NXT, Co. and Crane Company shall cooperate and consult in good faith as reasonably requested in writing by the other Party with respect to the prosecution or defense of any Proceeding (or any audit or any other legal requirement) in which the requesting Party may from time to time be involved, regardless of whether relating to events that took place prior to, on or after the date of the Distribution or whether relating to this Agreement or any Ancillary Agreement or any of the transactions contemplated hereby or thereby or otherwise. Notwithstanding the foregoing, this Section 7.4 does not require a Party to take any step that would materially interfere, or that it reasonably determines could materially interfere, with its Business. The requesting Party agrees to reimburse the other Party for the reasonable out-of-pocket costs, if any, incurred in connection with a request under this Section 7.4.

Section 7.5 Confidentiality.

(a) From and after the Effective Time until the date that is five (5) years after the Effective Time, the Parties shall hold, and shall cause each of their respective Subsidiaries to hold, and shall each cause their respective officers, directors, employees, agents, consultants and advisors to hold, in strict confidence, and not to disclose or release or use, for any ongoing or future commercial purpose, without the prior written consent of the other Party, any and all Confidential Information concerning the other Party (and the members of its respective Group and its Business); provided, however, that the Parties may disclose, or may permit disclosure of, Confidential Information (i) to their respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have an actual need to know such Confidential Information for auditing and other non-commercial purposes and are informed of their obligation to hold such Confidential Information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if the Parties or any of their respective Subsidiaries are required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or (iii) as necessary in order to permit a Party to prepare and disclose its financial statements or other required disclosures; provided, further, that each Party (and members of its Group, as necessary) may use, or may permit use of, Confidential Information of the other Party in connection with such first Party performing its obligations, or exercising its rights, under this Agreement or any Ancillary Agreement. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii) above, (x) each Party, as applicable, shall promptly notify the other Party of the existence of such request or demand and shall provide the other Party a reasonable opportunity to seek an appropriate protective order or other remedy, which such Parties will cooperate in obtaining and (y) in the event that such appropriate protective order or other remedy is not obtained, the Party whose Confidential Information is required to be disclosed shall or shall cause the other applicable Party or Parties to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such portion of such Confidential Information.

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(b) Notwithstanding anything to the contrary set forth herein, (i) the Parties shall be deemed to have satisfied their respective obligations hereunder with respect to Confidential Information if they exercise at least the same degree of care that Crane NXT, Co. exercises and applies to its confidential and proprietary Information of a similar nature pursuant to Crane NXT, Co.’s policies and procedures in effect as of the Effective Time and (ii) confidentiality obligations provided for in any Contract between each Party or its Subsidiaries and their respective employees shall remain in full force and effect. Notwithstanding anything to the contrary set forth herein, Confidential Information of any Party in the possession of and used by any other Party as of the Effective Time may continue to be used by such Party in possession of the Confidential Information in and only in (and only to the extent reasonably necessary to) the operation of the Other Businesses (in the case of the Crane Company Group) or the P&M Technologies Business (in the case of the Crane NXT Group); provided, however, that such Confidential Information may be used only so long as the Confidential Information is maintained in confidence in accordance with, and not disclosed in violation of, Section 7.5(a).

(c) Each Party acknowledges that it and the other members of its Group may have in their possession confidential or proprietary Information of Third Parties that was received under confidentiality or non-disclosure agreements with such Third Parties prior to the Effective Time. Such Party will hold, and will cause the other members of its Group and their respective representatives to hold, in strict confidence the confidential and proprietary Information of Third Parties to which they or any other member of their respective Groups has access, in accordance with the terms of any Contracts entered into prior to the Effective Time between one or more members of the such Party’s Group (whether acting through, on behalf of, or in connection with, the separated Businesses) and such Third Parties.

(d) Upon the written request of a Party, the other Party shall take commercially reasonable actions to promptly (i) deliver to such requesting Party all original Confidential Information (whether written or electronic) concerning such requesting Party and/or its Subsidiaries, and (ii) if specifically requested by such requesting Party, destroy any copies of such Confidential Information (including any extracts therefrom); provided, however, that the receiving Party may retain an archival copy of the Confidential Information to the extent necessary to comply with applicable Law or such Party’s retention or archival policies. Upon the written request of such requesting Party, the other Party shall cause one of its duly authorized officers to certify in writing to such requesting Party that the requirements of the preceding sentence have been satisfied in full.

Section 7.6 Privileged Matters.

(a) Pre-Distribution Services. The Parties recognize that legal and other professional services (including services rendered by legal counsel retained or employed by any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel) that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the Crane NXT Group and the

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Crane Company Group, and that each of the members of the Crane NXT Group and the Crane Company Group should be deemed to be the client with respect to such pre-separation services for the purposes of asserting all privileges which may be asserted under applicable Law; provided, however, that members of the Crane Company Group shall not be deemed the client with respect to pre-Distribution services that relate solely to the P&M Technologies Business, and members of the Crane Company Group may not assert privilege with respect to pre-Distribution services that relate solely to the P&M Technologies Business.

(b) Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Effective Time which will be rendered solely for the benefit of Crane NXT, Co. or Crane Company or their successors or assigns, as the case may be. With respect to such post-Distribution services, the Parties agree as follows:

(i) Crane NXT, Co. shall own and be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the P&M Technologies Business, whether or not the privileged information is in the possession of or under the control of Crane NXT, Co. or Crane Company. Crane NXT, Co. shall also own and be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Crane NXT Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Crane NXT, Co., whether or not the privileged information is in the possession of or under the control of Crane NXT, Co. or Crane Company or their successors or assigns; and

(ii) Crane Company shall own and be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to any of the Other Businesses, whether or not the privileged information is in the possession of or under the control of Crane NXT, Co. or Crane Company or their successors or assigns. Crane Company shall also own and be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Crane Company Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Crane Company, whether or not the privileged information is in the possession of or under the control of Crane NXT, Co. or Crane Company or their successors or assigns.

(c) The Parties agree that they shall have a shared privilege, subject to the restrictions in this Section 7.6, with respect to all privileges not allocated pursuant to the terms of Section 7.6(a) or Section 7.6(b) and all privileges relating to any Proceedings or other matters which involve both Crane NXT, Co. and Crane Company (or one or more members of their respective Groups) in respect of which both Parties retain any responsibility or Liability under this Agreement.

(d) No Party may waive any privilege which may be asserted under any applicable Law or disclose to any Third Party any privileged communications that could be withheld under any applicable Law, and in which any other Party has a shared privilege, without the consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed.

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(e) If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate and shall endeavor to minimize any prejudice to the rights of the other Parties, and shall not unreasonably withhold consent to any request for waiver by another Party.

(f) Upon receipt by any Party or by any Subsidiary thereof of any subpoena, discovery or other request which arguably calls for the production or disclosure of information subject to a shared privilege or as to which another Party has the sole right hereunder to assert a privilege, or if any Party obtains knowledge that any of its or any of its Subsidiaries’ current or former directors, officers, consultants, agents or employees have received any subpoena, discovery or other requests which arguably calls for the production or disclosure of such privileged information, such Party shall promptly notify the other Party or Parties of the existence of the request and shall provide the other Party or Parties a reasonable opportunity to review the information and to assert any rights it or they may have under this Section 7.6 or otherwise to prevent the production or disclosure of such privileged information.

(g) The transfer of all Information pursuant to this Agreement is made in reliance on the agreement of Crane NXT, Co. and Crane Company, as set forth in Section 7.5 and this Section 7.6, to maintain the confidentiality of privileged information and to assert and maintain all applicable privileges. The access to Information being granted pursuant to Section 7.1 and Section 7.2 hereof, the agreement to provide witnesses and individuals pursuant to Section 7.3 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by this Section 7.6, and the transfer of privileged information between and among the Parties and their respective Subsidiaries pursuant to this Agreement shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

Section 7.7 Ownership of Information. Any Information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to this Article VII or Section 5.2 shall be deemed to remain the property of the providing Party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.

Section 7.8 Other Agreements. The rights and obligations granted under this Article VII are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information, or privileged matter with respect thereto, set forth in any Ancillary Agreement.

Section 7.9 Compensation for Providing Information. A Party requesting Information pursuant to this Article VII agrees to reimburse the providing Party for the reasonable out-of-pocket expenses, if any, of gathering, copying and otherwise complying with respect to such Information (including any reasonable costs and expenses incurred in any review of Information for purposes of protecting any privilege thereunder or any other restrictions on the disclosure of such Information); provided, however, that each Party shall be responsible for its own attorneys’ fees and expenses incurred in connection therewith.

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ARTICLE VIII

DISPUTE RESOLUTION

Section 8.1 Negotiation.

(a) In the event of a controversy, dispute or claim arising out of, in connection with or in relation to the interpretation, performance, nonperformance, validity, negotiation. termination or breach of this Agreement or any Ancillary Agreement (unless such Ancillary Agreement expressly provides that disputes thereunder will not be subject to the resolution procedures set forth in this Article VIII) or otherwise arising out of, or in any way related to, this Agreement or any such Ancillary Agreement or the transactions contemplated hereby or thereby, including any claim based on Contract, tort, Law or constitution (collectively, an “Agreement Dispute”), between the Parties, a Party must provide written notice to the other Party of such Agreement Dispute (“Dispute Notice”). Within thirty (30) days of receipt by a Party of a Dispute Notice, the receiving Party shall submit to the other Party a written response. The Dispute Notice and the response shall each include a statement of the Party’s position, a general summary of the arguments (including relevant facts and circumstances) supporting that position, the name and title of the Party’s representatives who will represent the Party and any other person(s) in negotiation of the Agreement Dispute. The Parties agree to negotiate in good faith to resolve any noticed Agreement Dispute within thirty (30) days from the time of receipt of the response to the Dispute Notice, which thirty (30) day period may be extended by mutual written agreement of the Parties.

(b) Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Agreement, in the event of any Agreement Dispute with respect to which a Dispute Notice has been delivered in accordance with this Section 8.1, (i) the relevant Parties shall not assert the defenses of statute of limitations and laches with respect to the period beginning after the date of receipt of a compliant Dispute Notice and ending upon the termination of the mediation period in accordance with Section 8.2 (the “Tolling Period”), and (ii) any statute of limitation, contractual time period or deadline under this Agreement or any Ancillary Agreement to which such Agreement Dispute relates occurring after the Dispute Notice is received shall be tolled during the Tolling Period following submission of a compliant Dispute Notice. All offers to compromise made in the course of any negotiations, conferences and discussions in connection with efforts to settle an Agreement Dispute shall not be offered or received as evidence or used for impeachment or for any other purpose in any litigation or other proceeding, but shall be considered as to have been said, disclosed or produced for settlement purposes only.

Section 8.2 Mediation. In the event any Agreement Dispute is not resolved by the end of the good faith negotiation period pursuant to Section 8.1, the Party that delivered the Dispute Notice shall initiate non-binding mediation by providing written notice to the other Party (a “Mediation Notice”) within five (5) days following expiration of the deadlines set forth in Section 8.1. The applicable Agreement Dispute shall be submitted within five (5) days following

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such receipt of such Mediation Notice for non-binding mediation conducted in accordance with the then current American Arbitration Association (“AAA”) Mediation Procedure, except as modified herein. The mediation shall be held in Stamford, Connecticut. The Parties shall have twenty (20) days from receipt by a Party of a Mediation Notice to agree on a mediator. If no mediator has been agreed upon by the Parties within twenty (20) days of receipt by a party of a Mediation Notice, then a Party may request (on written notice to the other Party), that AAA appoint a mediator in accordance with the AAA Mediation Procedure. All mediation pursuant to this Section 8.2 shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence, and no oral or documentary representations made by the Parties during such mediation shall be admissible for any purpose in any subsequent proceedings or disclosed to any Third Party, except in the course of a judicial or regulatory proceeding or as may be required by Law or requested by a Governmental Authority or securities exchange. Before making any disclosure permitted by the preceding sentence, the Party intending to make such disclosure shall, to the extent reasonably practicable, give the other Party reasonable written notice of the intended disclosure and afford the other Party a reasonable opportunity to protect its interests.

Section 8.3 Arbitration. Any Agreement Dispute that has not been resolved for any reason within sixty (60) days of the appointment of a mediator in accordance with Section 8.2, or within ninety (90) days after receipt by a Party of a Mediation Notice (whichever occurs sooner), then the Tolling Period shall automatically cease and, at the request of any relevant Party, shall be referred exclusively to binding arbitration. All Agreement Disputes shall be exclusively and finally determined by arbitration (by an arbitral tribunal as provided for in Section 8.4) administered by the AAA and in accordance with its Commercial Arbitration Rules then currently in effect, except as modified herein (the “Rules”). The seat of the arbitration shall be Stamford, Connecticut.

Section 8.4 Selection of Arbitrators. There shall be (A) a sole arbitrator if the amounts in dispute, inclusive of all claims and counterclaims, total less than $10,000,000 (ten million) or (B) a panel of three arbitrators if the amounts in dispute, inclusive of all claims and counterclaims, total $10,000,000 (ten million) or more. The panel of three arbitrators shall be chosen as follows: each Party shall appoint an arbitrator within twenty (20) days of a Party’s receipt of a Party’s demand for arbitration. The two Party-appointed arbitrators shall have twenty (20) days from the appointment of the second arbitrator to agree on a third arbitrator who shall chair the arbitral tribunal. Any arbitrator not timely appointed by the Parties shall be appointed by the AAA in the manner provided in the AAA Rules. If any appointed arbitrator declines, resigns, becomes incapacitated, or otherwise refuses or fails to serve or to continue to serve as an arbitrator, the Party or arbitrators entitled to appoint such arbitrator shall promptly appoint a successor. In the event that an arbitrator is objected to, the AAA shall decide whether such objection is valid and whether the challenged arbitrator shall be removed. Any controversy concerning the jurisdiction of the arbitrators, whether the subject matter of an Agreement Dispute is suitable for resolution by arbitration, whether arbitration has been waived, whether an assignee of this Agreement is bound to arbitrate, or as to the interpretation of enforceability of this Article VIII shall be determined by the arbitrators. If the arbitration shall be before a sole arbitrator, the sole arbitrator, who shall be independent, shall be appointed by agreement of the parties. If the parties cannot agree on a sole independent arbitrator, then upon written application by either party, the sole arbitrator shall be appointed pursuant to the AAA Rules.

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Section 8.5 Arbitration Procedures. Any hearing to be conducted shall be held within 180 days following appointment of the arbitrators or as soon thereafter as practicable. The Parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable, and any award rendered by the arbitrator(s) shall be final and binding on the Parties. The Parties agree to comply and cause the members of their applicable Group to comply with the terms of this Article VIII and any award made in any arbitration proceedings pursuant hereto, and agree to enforcement of or entry of judgment upon such award, in any court of competent jurisdiction. The arbitration, and all prior, subsequent or concurrent judicial proceedings related thereto and permitted herein, shall be conducted pursuant to the Federal Arbitration Act, found at Title 9 of the U.S. Code.

Section 8.6 Discovery. Absent good cause shown in the sole discretion of the arbitrators, there shall be no more than three depositions per Party of no more than eight (8) hours each. Each Party will, upon the written request of the other Party, promptly provide the other with copies of documents on which the producing Party may rely in support of a claim or defense or which are relevant to the issues raised in the Agreement Dispute. All discovery, if any, shall be completed within ninety (90) days following the appointment of the arbitrators or as soon thereafter as practicable in accordance with a schedule to be set by the arbitrators.

Section 8.7 Confidentiality of Proceedings. Without limiting the provisions of the Rules, unless otherwise agreed in writing by or among the relevant Parties or permitted by this Agreement, the relevant Parties shall keep, and shall cause the members of their applicable Group to keep, confidential all matters relating to the arbitration or any award by the arbitrators; provided, however, that such matters or awards may be disclosed (i) solely to the extent reasonably necessary in any proceeding brought to enforce this Agreement to arbitrate or any arbitral award or for entry of a judgment upon the award, (ii) to the extent otherwise required by Law or regulatory authority, (iii) to the extent that disclosure is required for insurance or auditing purposes and (iv) to the relevant Party’s agents, advisors, attorneys, accountants, counsel or consultants who need to know such information and who have been made aware of the confidential nature of such matters and awards and have agreed to be keep them confidential.

Section 8.8 Pre-Hearing Procedure and Disposition. (a) Nothing contained herein is intended to or shall be construed to prevent any Party, from applying to any court of competent jurisdiction, consistent with Section 10.19 hereof, for any pre-arbitral injunctive, pre-arbitral attachment or other similar equitable relief in aid of arbitration proceedings in connection with the subject matter of any Agreement Dispute, including to compel a party to arbitrate any Agreement Dispute, to prevent irreparable harm prior to the appointment of the arbitral tribunal or to require witnesses to comply with subpoenas issued by the arbitrator(s). In any such action, each of the Parties irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; provided that, if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such action may be brought exclusively in any federal court located in the State of Delaware or any other Delaware state court (the “Delaware Courts”); (b) waives any objection, including based on forum non conveniens or otherwise, which it may now or hereafter have to the laying of venue of any such action or proceeding in the Delaware Courts; and (c) waives and agrees not to plead, assert or claim that any such Delaware Court lacks jurisdiction over any Party hereto in any such action or proceeding. Each Party further agrees that any Party may make service on the other

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Party by delivering notice or a copy of the process by United States registered mail to such other Party’s address set forth in Section 10.6 shall be effective as to the contents of such notice or document. Nothing in this Section 8.8 however, shall affect the right of any Party to serve legal process in any other manner permitted by Law. For the avoidance of doubt, nothing herein shall prevent a Party from seeking such pre-arbitral injunctive or equitable relief contemplated by this Section 8.8 prior to the conclusion of the periods for good faith negotiation and mediation set forth in this Article VIII or otherwise if necessary to prevent irreparable harm.

(b) Without prejudice to such equitable remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any party to respect the arbitral tribunal’s orders to that effect. The Parties agree to accept and honor any orders relating to interim or provisional remedies that are issued by the arbitrators and agree that any such interim order or remedy may be enforced, as necessary, in any court of competent jurisdiction.

Section 8.9 Continuity of Service and Performance. During the course of resolving an Agreement Dispute pursuant to the provisions of this Article VIII, the Parties will continue to provide all other services and honor all other commitments under this Agreement and each Ancillary Agreement with respect to all matters not the subject of the Agreement Dispute in arbitration.

Section 8.10 Awards. The arbitrator(s) shall make an award and issue a reasoned opinion in writing setting forth the basis for such award within thirty (30) days following the close of the hearing on the merits, or a soon thereafter as practicable. The arbitrator(s) shall be entitled to award any remedy in such proceedings that is permitted under this Agreement and applicable Law, including monetary damages, specific performance and other forms of legal and equitable relief. The Parties hereby waive any claim to exemplary, punitive, multiple or similar damages in excess of compensatory damages, attorneys’ fees, costs and expenses of arbitration, except as may be expressly required by statute or as necessary to indemnify a Party for a Third-Party Claim and the arbitrator(s) are not empowered to and shall not award such damages. Any final award must provide that the party against whom an award is issued shall comply with the order within a specified period of time, not to exceed thirty (30) days.

Section 8.11 Costs. If any Party attempts, unsuccessfully, to prevent an Agreement Dispute from being arbitrated such Party shall reimburse the prevailing party for all costs incurred in compelling arbitration, including reasonable attorneys’ fees. Except as otherwise may be provided in any Ancillary Agreement, the costs of arbitration pursuant to this Article VIII, including reasonable attorneys’ fees, shall be borne by the non-prevailing Party as determined by the arbitrator(s).

Section 8.12 Adherence to Time Limits. In accepting appointment, each of the arbitrators shall commit that his or her schedule permits him or her to devote the reasonably necessary time and attention to the arbitration proceedings and to resolving the Agreement Dispute within the time periods set by this Agreement and by the Rules. Any time limits set out in this Article VIII or in the Rules may be modified upon written agreement of the Parties and the arbitrators or by order of the arbitrators for good cause shown. Any failure of the arbitrators to comply with such time limits or to render a final award within the time specified shall not impair the validity of the award or cause the award to be void or voidable, nor shall it be a basis for challenge of the validity or enforceability of the award or of the arbitration proceedings.

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ARTICLE IX

INSURANCE

Section 9.1 General Liability Policies. Each of Crane Company (on its own behalf and on behalf of each other member of the Crane Company Group) and Crane NXT, Co. (on its own behalf and on behalf of each other member of the Crane NXT Group) covenants and agrees that it will procure and maintain, at its sole cost and expense, for a period of no less than five (5) years from the Effective Time, annual occurrence-based general liability insurance policies issued by insurers with an A.M. Best Company financial strength rating of “A-” or better (such policies maintained by Crane Company, the “Crane Company GL Policies”, and such policies maintained by Crane NXT, Co., the “Crane NXT GL Policies”, and collectively, the “GL Policies”). The GL Policies shall provide coverage that is appropriate for the risks insured and shall contain terms and conditions that are similar to the (i) Crane NXT, Co.’s primary, umbrella and excess general liability policies in place as of the Effective Time, in the case of the Crane Company GL Policies; and (ii) Crane Company’s primary, umbrella and excess general liability policies in place as of the Effective Time, in the case of the Crane NXT GL Policies.

Section 9.2 Policies and Allocation of Related Rights and Obligations. Crane Company acknowledges and agrees (on its own behalf and on behalf of each other member of the Crane Company Group) that (i) neither Crane Company nor any other member of the Crane Company Group has any rights to or under any insurance policy issued to Crane NXT, Co. after the Effective Time, except as expressly provided in this Article IX and (ii) nothing in this Article IX shall be deemed to constitute (or to reflect) an assignment of any rights to or under any Third-Party Shared Policy.

Section 9.3 D&O “Tail” Insurance. Crane Holdings, Co. agrees and covenants (on its own behalf and on behalf of each other member of the Crane NXT Group) that prior to the Effective Time it will purchase a six (6) year “tail” prepaid directors’ and officers’ liability and fiduciary liability insurance for the Crane NXT Group, the Crane Company Group and their respective current and former directors and officers who are currently covered by the directors’ and officers’ liability insurance and fiduciary liability insurance currently maintained by Crane Holdings, Co., effective as of the Effective Time, providing, for a period of six (6) years after the Effective Time, coverage with commercially reasonable terms and limits. Crane NXT, Co. shall maintain such “tail” insurance in full force and effect, and continue to honor the obligations thereunder.

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Section 9.4 Third-Party Shared Policies.

(a) With respect to Third-Party Shared Policies for claims that arise out of insured events, including an accident, illness, disease, occurrence or offense, taking place in whole and/or in part prior to the Effective Time, to the extent reasonably possible, Crane NXT, Co. will, or will cause the members of the Crane NXT Group that are insured thereunder and applicable insurance companies to (i) continue to provide Crane Company and any other member of the Crane Company Group with access to and coverage under the applicable Third-Party Shared Policies, and (ii) reasonably cooperate with Crane Company and take commercially reasonable actions as may be necessary or advisable to assist Crane Company in submitting such claims under the applicable Third-Party Shared Policies; provided, however, that Crane Company shall be responsible for any and all applicable deductibles, self-insured retentions, retrospective premiums, claims-handling charges, co-payments or any other charge or fee legally due and owing relating to such claims, and neither Crane NXT, Co., any member of the Crane NXT Group, nor the insurance company shall be required to maintain such Third-Party Shared Policies beyond their current terms. For the avoidance of doubt, for any portion of an insured event taking place after the Effective Time, no payment for any damages, costs of defense, or other sums with respect to such claim shall be available to Crane Company under such Third-Party Shared Policies.

(b) With respect to all Third-Party Shared Policies, Crane Company agrees and covenants (on behalf of itself and each other member of the Crane Company Group, and each other Affiliate of Crane Company) not to make any claim or assert any rights against Crane NXT, Co. and any other member of the Crane NXT Group, or the unaffiliated Third-Party insurers of such Third-Party Shared Policies, except as expressly provided under this Section 9.4.

Section 9.5 Administration of Claims; Other Matters.

(a) Administration. With respect to (1) all claims under any Crane NXT, Co. insurance policies existing prior to the Effective Time and relating to the Other Businesses; and (2) claims under any Third-Party Shared Policies, from and after the Effective Time, Crane Company or a member of the Crane Company Group shall be responsible for the Insurance Administration and Claims Administration of such claims; provided, however, that the retention of such administrative responsibilities by Crane Company or a member of the Crane Company Group is in no way intended to limit, inhibit or preclude any right to insurance coverage for any Insured Claim of a named insured under such Third-Party Shared Policies as contemplated by the terms of this Agreement; provided, further, that the retention of such administrative responsibilities by Crane Company or a member of the Crane Company Group shall not relieve the Person submitting any Insured Claim of the responsibility for reporting such Insured Claim accurately, completely and in a timely manner. At its discretion, and in accordance with the terms of the Third-Party Shared Policies, Crane Company may discharge its administrative responsibilities with respect to such Third-Party Shared Policies by contracting for the provision of administrative services to any unaffiliated Person, including, after the Effective Time, Crane NXT, Co. or any of its Affiliates. Crane Company will use its commercially reasonable efforts to notify the appropriate member of the Crane NXT Group of any such discharge. Crane NXT, Co. shall reimburse Crane Company for any costs incurred by Crane Company related to Insurance Administration and Claims Administration to the extent such costs (which include defense, out-of-pocket expenses, and direct and indirect costs of employees or agents of Crane Company providing the administrative services) are (i) not covered or paid under the Third-Party Shared Policies, including as a result of any deductible or self-insured retention under the Third-Party Shared Policies, and (ii) related to Crane NXT Liabilities. Crane Company or any member

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of the Crane Company Group shall not settle any Insured Claim of Crane NXT, Co. or any member of Crane NXT Group under the Third-Party Shared Policies without first obtaining the written approval of Crane NXT, Co. or such member of Crane NXT Group. Such approval shall not be unreasonably withheld, delayed or conditioned.

(b) Access To Policy Limits.

(i) Where Crane Company Liabilities are specifically covered under a Third-Party Shared Policy for periods prior to the Effective Time, or where such Third-Party Shared Policy covers claims made after the Effective Time with respect to an insured event taking place prior to the Effective Time, then from and after the Effective Time, Crane Company may claim coverage for Insured Claims under such Third-Party Shared Policy as and to the extent that such insurance is available up to the full extent of the available applicable limits of such Third-Party Shared Policy (and may receive any Insurance Proceeds with respect thereto as contemplated by Section 9.5(d)), subject to the terms of this Section 9.5.

(ii) Where Crane NXT Liabilities are specifically covered under a Third-Party Shared Policy for periods prior to the Effective Time, or where such Third-Party Shared Policy covers claims made after the Effective Time with respect to an insured event taking place prior to the Effective Time, then from and after the Effective Time, Crane NXT, Co. may claim coverage for Insured Claims under such Third-Party Shared Policy as and to the extent that such insurance is available up to the full extent of the available applicable limits of such Third-Party Shared Policy (and may receive any Insurance Proceeds with respect thereto as contemplated by Section 9.5(d)), subject to the terms of this Section 9.5.

(c) Claims Not Reimbursed. Except as set forth in this Section 9.5, Crane NXT, Co. and Crane Company shall not be liable to one another (nor shall any member of the Crane NXT Group be liable to any member of the Crane Company Group) for claims, or portions of claims, not reimbursed by insurers under any Third-Party Shared Policy for any reason, including coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, bankruptcy or insolvency of any insurance carrier(s), Third-Party Shared Policy limitations or restrictions, any coverage disputes, any failure to timely file a claim by Crane NXT, Co. or Crane Company (or any of the members of their respective Groups), or any defect in such claim or its processing. The liability of Crane NXT, Co. and Crane Company to one another for such claims is expressly limited to the amount of Insurance Proceeds received with respect to such claims and allocated to the respective Parties in accordance with Section 9.5(d) and Section 9.5(e). It is expressly understood that the foregoing provisions in this Section 9.5(c) shall not limit any Party’s liability to any other Party for indemnification pursuant to Article VI.

(d) Allocation of Insurance Proceeds. Insurance Proceeds received with respect to claims, costs and expenses under the Third-Party Shared Policies shall be paid to or on behalf of Crane NXT, Co. under the relevant Third-Party Shared Policy, and Crane NXT, Co. shall thereafter administer the Third-Party Shared Policies, as appropriate, by retaining the Insurance Proceeds with respect to Crane NXT Liabilities, and by paying the Insurance Proceeds to Crane Company with respect to Crane Company Liabilities. In the event that the aggregate

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limits on any Third-Party Shared Policies are exceeded by the aggregate of outstanding Insured Claims by the Parties or members of their respective Groups, the Parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims which would have been covered under such Third-Party Shared Policy without regard to the limits of such Third-Party Shared Policy, and any Party who has received Insurance Proceeds in excess of such Party’s respective percentage of Insurance Proceeds shall pay to the other Party the appropriate amount so that each Party will have received its respective percentage of Insurance Proceeds pursuant hereto. Each of the Parties agrees to use commercially reasonable efforts to maximize available coverage under those Third-Party Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all responsible third parties, other than the Crane NXT Indemnified Parties and the Crane Company Indemnified Parties, in respect of an Insured Claim to the extent coverage limits under a Third-Party Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim; provided, however, that any allocation of Insurance Proceeds shall be made net of any recovery, whenever obtained, from such other responsible third parties.

(e) Allocation of Self-Insured Retentions and Deductibles. In the event that the Parties or members of their respective Groups have bona fide claims under any Third-Party Shared Policy arising from the same occurrence and for which a self-insured retention or deductible, as applicable, is payable, the Parties agree that the aggregate amount of the self-insured retention or deductible, as applicable, paid shall be borne by the Parties in the same proportion which the Insurance Proceeds received by each such Party bears to the total Insurance Proceeds received under the applicable Third-Party Shared Policy pursuant to Section 9.5(d), and any Party who has paid more than such allocable share of the self-insured retention or deductible, as applicable, shall be entitled to receive from the other Party an appropriate amount so that each Party has borne its allocable share of the self-insured retention or deductible, as applicable, pursuant hereto.

Section 9.6 Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of more than one of the Parties exist relating to the same events or related events, to the extent reasonably possible, the Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article IX shall be construed to limit or otherwise alter in any way the obligations of the Parties, including those created by this Agreement, by any Ancillary Agreement, by operation of Law or otherwise.

Section 9.7 Cooperation. The Parties agree to use (and cause the members in their respective Groups to use) their commercially reasonable efforts to cooperate with respect to the various insurance matters contemplated by this Article IX, including with respect to the provision of notice and the pursuit of coverage under the Crane NXT GL Policies and the Crane Company GL Policies.

Section 9.8 Miscellaneous. Nothing in this Agreement shall be deemed to restrict Crane Company or Crane NXT, Co., or any members of their respective Groups, from acquiring at its own expense any insurance policy in respect of any Liabilities or covering any period. Except as otherwise provided in this Agreement, from and after the Effective Time, Crane Company and Crane NXT, Co. shall be responsible for obtaining and maintaining their respective insurance programs for their respective risk of loss and such insurance arrangements

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shall be separate programs apart from each other, and each of Crane Company and Crane NXT, Co. shall be responsible for all aspects of its own such insurance program. Notwithstanding Section 9.1, Crane Company acknowledges and agrees (on its own behalf and on behalf of each other member of the Crane Company Group) that Crane Holdings, Co. has provided to Crane Company prior to the Effective Time all information necessary for Crane Company or the appropriate member of the Crane Company Group to obtain such insurance policies and insurance programs as Crane Company or the appropriate member of the Crane Company Group, in its sole judgment and discretion, deems necessary to cover any and all risk of loss related to the Other Businesses.

ARTICLE X

MISCELLANEOUS

Section 10.1 Complete Agreement. This Agreement, including the Exhibits and Schedules attached hereto, and the Ancillary Agreements (and the exhibits and schedules thereto) shall constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any conflict between the terms and conditions of the body of this Agreement and the terms and conditions of any Schedule, the terms and conditions of such Schedule shall control. Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, in the case of any conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the provisions of this Agreement shall control; provided, however, that in relation to (a) any matters concerning Taxes, the Tax Matters Agreement shall prevail over this Agreement and any other Ancillary Agreement, (b) any matters governed by the Employee Matters Agreement, the Employee Matters Agreement shall prevail over this Agreement or any other Ancillary Agreement, (c) the provision of support and other services after the Effective Time by the Crane Company Group to the Crane NXT Group, and vice versa, the Transition Services Agreement shall prevail over this Agreement or any other Ancillary Agreement and (d) any matters governed by the Intellectual Property Matters Agreement, the Intellectual Property Matters Agreement shall prevail over this Agreement or any other Ancillary Agreement. It is the intention of the Parties that the Transfer Documents shall be consistent with the terms of this Agreement and the other Ancillary Agreements. The Parties agree that the Transfer Documents are not intended and shall not be considered in any way to enhance, modify or decrease any of the rights or obligations of Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.), Crane Company or any member of their respective Groups from those contained in this Agreement and the other Ancillary Agreements.

Section 10.2 Ancillary Agreements. Notwithstanding anything to the contrary contained in this Agreement, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements (excluding the Transfer Documents).

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Section 10.3 Counterparts. This Agreement may be executed in more than one counterparts, all of which shall be considered one and the same agreement, and, except as otherwise expressly provided in Section 1.3, shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile, by e-mail in portable document format (.pdf) or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.

Section 10.4 Survival of Agreements. Except as otherwise contemplated by this Agreement or any Ancillary Agreement, all covenants and agreements of the Parties contained in this Agreement and each Ancillary Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

Section 10.5 Costs and Expenses; Payment.

(a) Except as expressly provided in this Agreement or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) shall bear all direct and indirect costs and expenses of any member of the Crane Company Group or Crane NXT Group incurred on or prior to the Effective Time in connection with the preparation, execution, delivery and implementation of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby; provided that, except as otherwise expressly provided in this Agreement or any Ancillary Agreement, from and after the Distribution, each Party shall bear its own direct and indirect costs and expenses related to its performance of this Agreement or any Ancillary Agreement. Except as expressly provided in this Agreement or any Ancillary Agreement, any amount payable pursuant to this Agreement or any Ancillary Agreement by one party (or any member of such party’s Group) shall be paid within thirty (30) days after presentation of an invoice or a written demand by the party entitled to receive such payments. Such demand shall include documentation setting forth the basis for the amount payable.

(b) With respect to any expenses incurred pursuant to a request for further assurances granted under Section 2.9, the Parties agree that any and all fees and expenses incurred by either Party shall be borne and paid by the requesting Party; it being understood that no Party shall be obliged to incur any Third-Party accounting, consulting, advisor, banking or legal fees, costs or expenses, and the requesting Party shall not be obligated to pay such fees, costs or expenses, unless such fee, cost or expense shall have had the prior written approval of the requesting Party; notwithstanding the foregoing, each Party shall be responsible for paying its own internal fees, costs and expenses (e.g., salaries of personnel). With respect to any fees, costs and expenses incurred by either Party in satisfying its obligations under Section 5.2, the requesting Party shall be responsible for the other Party’s fees, costs and expenses; notwithstanding the foregoing, each Party shall be responsible for paying its own internal fees, costs and expenses (e.g., salaries and benefits of personnel).

Section 10.6 Notices. All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements, as between the Parties, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt unless the day of receipt is not a Business Day, in which case it shall be deemed to have been duly given or made on the next Business Day) by delivery in person, by overnight courier service, by electronic e-mail with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.6):

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If to Crane Holdings, Co., prior to the Distribution, or Crane NXT, Co., after the Distribution:

Crane Holdings, Co. (prior to the Distribution) or Crane NXT, Co. (after the Distribution)

[300 First Stamford Place

Stamford, CT 06902]

Attn: General Counsel

E-mail: [•]

If to Crane Company:

Crane Company

[100 First Stamford Place

Stamford, CT 06902]

Attn: General Counsel

E-mail: [•]

Section 10.7 Waiver.

(a) Any provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by the Party against whom the waiver is to be effective.

(b) No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 10.8 Modification or Amendment. This Agreement may only be amended, modified or supplemented, in whole or in part, in a writing signed on behalf of each of the Parties in the same manner as this Agreement and which makes reference to this Agreement.

Section 10.9 No Assignment; Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit, of the Parties and their permitted successors and assigns. No Party to this Agreement may assign or delegate, by operation of law or otherwise, all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other Party, which such Party may withhold in its absolute discretion, except that (a) each Party may assign any or all of its rights and interests hereunder to an Affiliate thereof and (b) each Party may assign any of its obligations hereunder to an Affiliate thereof; provided, however, that such assignment shall not relieve such Party of any of its obligations hereunder unless agreed to by the non-assigning Party, and any attempt to do so shall be ineffective and void ab initio. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permitted assigns.

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Section 10.10 Termination. Notwithstanding anything to the contrary herein, this Agreement (including Article VI hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by and in the sole discretion of Crane Holdings, Co., without the approval of Crane Company or the stockholders of Crane Holdings, Co. In the event of such termination, this Agreement shall become null and void and no Party, nor any of its officers, directors or employees, shall have any Liability to any other Party or any other Person. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by each of the Parties.

Section 10.11 Payment Terms. Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount to be paid or reimbursed by any Party (and/or a member of such Party’s Group), on the one hand, to any other Party (and/or a member of such Party’s Group), on the other hand, under this Agreement shall be paid or reimbursed hereunder within twenty (20) Business Days after presentation of an undisputed invoice or a written demand therefor and setting forth, or accompanied by, reasonable documentation or other reasonable explanation supporting such amount.

Section 10.12 No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Article VI).

Section 10.13 Subsidiaries. Each of the Parties shall cause (or with respect to an Affiliate that is not a Subsidiary, shall use commercially reasonable efforts to cause) to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party or by any Business Entity that becomes a Subsidiary or Affiliate of such Party on and after the Effective Time. This Agreement is being entered into by Crane Holdings, Co. and Crane Company on behalf of themselves and the members of their respective Groups (the Crane NXT Group and the Crane Company Group). This Agreement shall constitute a direct obligation of each such entity and shall be deemed to have been readopted and affirmed on behalf of any Business Entity that becomes an Affiliate of such Party on and after the Effective Time. Either Party shall have the right, by giving notice to the other Party, to require that any Subsidiary of the other Party execute a counterpart to this Agreement to become bound by the provisions of this Agreement applicable to such Subsidiary.

Section 10.14 Third-Party Beneficiaries. Except (a) as provided in Article VI relating to Indemnified Parties and (b) as may specifically be provided in any Ancillary Agreement, this Agreement is solely for the benefit of each Party and its respective successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person, and should not be deemed to confer upon any Third Party any remedy, claim, liability, reimbursement, Proceedings or other right in excess of those existing without reference to this Agreement.

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Section 10.15 Titles and Headings. Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 10.16 Exhibits and Schedules. The Exhibits and Schedules hereto shall be construed with and be an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the Exhibits or Schedules constitutes an admission of any liability or obligation of any member of the Crane NXT Group or the Crane Company Group or any of their respective Affiliates to any Third Party, nor, with respect to any third party, an admission against the interests of any member of the Crane NXT Group or the Crane Company Group or any of their respective Affiliates. The inclusion of any item or liability or category of item or liability on any Exhibit or Schedule is made solely for purposes of allocating potential liabilities between the Parties and shall not be deemed as or construed to be an admission that any such liability exists.

Section 10.17 Public Announcements. From and after the Effective Time, Crane NXT, Co. and Crane Company shall consult with each other before issuing, and give each other the opportunity to review and comment upon, that portion of any press release or other public statements that relates to the transactions contemplated by this Agreement or the Ancillary Agreements, and shall not issue any such press release or make any such public statement prior to such consultation, except (a) as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange (including the NYSE) or national securities quotation system or (b) for disclosures made that are substantially consistent with disclosure contained in any Distribution Disclosure Document or Pre-Separation Disclosure.

Section 10.18 Governing Law. This Agreement, and all actions, causes of action or claims of any kind (whether at law, in equity, in contract, in tort, or otherwise) that may be related to, arising out of or resulting from this Agreement, or the negotiation, execution, or performance of this Agreement (including any action, cause of action or claim of any kind related to, arising out of or resulting from any representation or warranty made in, in connection with or as an inducement to this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including without limitation Delaware laws relating to applicable statutes of limitations and burdens of proof and available remedies.

Section 10.19 Specific Performance. The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with their specific terms, and monetary damages, even if available, would not be an adequate remedy for any such failure to perform or any breach of this Agreement. Accordingly, it is hereby agreed that the Parties shall be entitled to an injunction or injunctions to enforce specifically the terms and provisions hereof in any arbitration or court proceeding in accordance with Article VIII hereof without proof of actual damages. Each Party agrees that it will not oppose (and hereby waives any defense in any action for) the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that the other Party hereto has an adequate remedy at law. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.

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Section 10.20 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY JUDICIAL PROCEEDING IN WHICH ANY CLAIM OR COUNTERCLAIM (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT, OR OTHERWISE) ASSERTED RELATED TO, ARISING OUT OF OR RESULTING FROM THIS AGREEMENT, ANY ANCILLARY AGREEMENT, OR THE COURSE OF DEALING OR RELATIONSHIP BETWEEN THE PARTIES TO THIS AGREEMENT, INCLUDING THE NEGOTIATION, EXECUTION, AND PERFORMANCE OF SUCH AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND THAT NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, OR REPRESENTATIVE OF ANY PARTY SHALL REQUEST A JURY TRIAL IN ANY SUCH PROCEEDING NOR SEEK TO CONSOLIDATE ANY SUCH PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.20.

Section 10.21 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance here from.

Section 10.22 Mutual Drafting. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 10.23 Authorization. Each of the Parties hereby represents and warrants that (a) it has the power and authority to execute, deliver and perform this Agreement, (b) this Agreement has been duly authorized by all necessary corporate action on the part of such Party and (c) this Agreement constitutes a legal, valid and binding obligation of each such Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and general equity principles.

Section 10.24 No Duplication; No Double Recovery. Nothing in this Agreement or in any Ancillary Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances (including with respect to the rights, entitlements, obligations and recoveries that may arise out of one or more of the following Sections: Section 6.1, Section 6.2 and Section 6.3).

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Section 10.25 Tax Treatment of Payments. Unless otherwise required by a Final Determination, this Agreement or the Tax Matters Agreement or otherwise agreed to between the Parties, for U.S. federal Tax purposes, any payment made pursuant to this Agreement (other than any payment of interest pursuant to Section 10.11) by: (i) Crane Company to Crane Holdings, Co. (or, after the Effective Time, Crane NXT, Co.) shall be treated for all Tax purposes as a distribution by Crane Company to Crane Holdings, Co. with respect to stock of Crane Company occurring immediately prior to the Distribution; or (ii) Crane Holdings, Co. (or, after the Effective Time, Crane NXT, Co.) to Crane Company shall be treated for all Tax purposes as a tax-free contribution by Crane Holdings, Co. to Crane Company with respect to its stock occurring immediately prior to the Distribution; and in each case, no Party shall take any position inconsistent with such treatment. In the event that a Tax Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as set forth in the preceding sentence, such Party shall use its commercially reasonable efforts to contest such challenge.

Section 10.26 Cooperation and General Knowledge Transfer. Except as provided in any Ancillary Agreement, following the Effective Time, each Party shall use commercially reasonable efforts to provide (the “Disclosing Party”) the other Party (the “Receiving Party”) with reasonable access to its employees in order to assist the Receiving Party with general institutional knowledge transfer and to reasonably respond to questions. Except as otherwise provided for in any Ancillary Agreement (including the Transition Services Agreement), such access, cooperation and assistance will be provided as reasonably requested at no cost to the Receiving Party; provided, however, that if a Disclosing Party determines in its sole discretion that the Receiving Party’s requests are unreasonable and/or unduly burdensome, to the level of interfering with the Disclosing Party’s employees primary work duties, then the Disclosing Party may, by written notice, notify the Receiving Party that it intends to charge the Receiving Party for the Disclosing Party’s out-of-pocket expenses related to responding to the unreasonable and overly burdensome request. If the Parties are unable to mutually reach an agreement for the provision of such services to be charged and the amount to be so charged, then the Disclosing Party shall not be required to fulfill or respond to such request. This Section 10.26 is intended to apply to general knowledge regarding the operations and conduct of the P&M Technologies Business and the Other Businesses; provided, however, that, notwithstanding anything to the contrary contained in this Section 10.26, this Section 10.26 is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements, and the provision of services to be provided pursuant to such services as covered by such Ancillary Agreement shall be controlled by such Ancillary Agreement.

Section 10.27 No Reliance on Other Party. The Parties represent to each other that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have relied upon their own knowledge and judgment and have conducted such investigations they and their in-house counsel have deemed appropriate regarding this Agreement and the Ancillary Agreements and their rights in connection with this Agreement and the Ancillary Agreements. Each Party hereto is not relying upon any representations or statements made by the other Party, or any such other Party’s employees, agents, representatives

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or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. Each Party hereto is not relying upon a legal duty, if one exists, on the part of the other Party (or any such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that no Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement or any provision hereof.

[Signature page follows. The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written.

CRANE HOLDINGS, CO.
By:
	Name:	[•]
	Title:	[•]
CRANE COMPANY
By:
	Name:	[•]
	Title:	[•]

[Signature Page to Separation and Distribution Agreement]

EX-2.2

Exhibit 2.2

Execution Version

STOCK PURCHASE AGREEMENT

Among

CRANE COMPANY,

CRANE HOLDINGS, CO.,

REDCO CORPORATION,

and

SPRUCE LAKE LIABILITY MANAGEMENT HOLDCO LLC

Dated as of August 12, 2022

TABLE OF CONTENTS

Article I CLOSING		1
Section 1.1	Closing	1
Section 1.2	Closing Date and Deliveries	2
Article II REPRESENTATIONS AND WARRANTIES of SELLER		3
Section 2.1	Authority	3
Section 2.2	Organization and Corporate Power	3
Section 2.3	Consents and Approvals; No Conflicts	3
Section 2.4	Capitalization	4
Section 2.5	Financial Statements	4
Section 2.6	Absence of Certain Changes or Events; Reorganization Transactions	5
Section 2.7	Asbestos Claims	5
Section 2.8	Company Material Contracts	6
Section 2.9	Employee Matters	7
Section 2.10	Affiliate Transactions	8
Section 2.11	Environmental Compliance	8
Section 2.12	Real Property	8
Section 2.13	Compliance with Laws	9
Section 2.14	Taxes	9
Section 2.15	Insurance Coverage	11
Section 2.16	Brokers	12
Section 2.17	Predecessor Entities	12
Section 2.18	No Other Representations or Warranties	12
Article III REPRESENTATIONS AND WARRANTIES OF BUYER		12
Section 3.1	Authority	12
Section 3.2	Organization and Corporate Power	13
Section 3.3	Consents and Approvals; No Conflicts	13
Section 3.4	Legal Proceedings	13
Section 3.5	Brokers	13
Section 3.6	Solvency	13
Section 3.7	No Other Representations or Warranties	14
Article IV COVENANTS		15
Section 4.1	Pre-Closing Books and Records	15
Section 4.2	Post-Closing Distributions	16
Section 4.3	Tax Matters	17
Section 4.4	Administration of Asbestos Claims Post-Closing	20
Section 4.5	Unidynamics/Resistoflex Environmental Insurance Program	21
Section 4.6	Names of the Company	22
Section 4.7	Publicity	22

ii

Section 4.8	Confidentiality	22
Section 4.9	Further Assurances	23
Section 4.10	Termination of Related Party Contracts and Obligations	23
Section 4.11	Recovery Rights	23
Section 4.12	Bank Mandates	23
Section 4.13	Further Actions	24
Section 4.14	Wrong Pocket	24
Section 4.15	Service Providers	24
Article V INDEMNIFICATION		24
Section 5.1	Survival	24
Section 5.2	Indemnification	25
Section 5.3	Procedure for Indemnification for Breach of Representations and Warranties	29
Section 5.4	Procedure for Indemnification for Breach of Company Indemnity	30
Article VI MISCELLANEOUS		30
Section 6.1	Amendment and Modification	30
Section 6.2	Extension; Waiver	30
Section 6.3	Expenses	30
Section 6.4	Notices	30
Section 6.5	Entire Agreement	32
Section 6.6	Third Party Beneficiaries	32
Section 6.7	Severability	32
Section 6.8	Assignment; Successors	32
Section 6.9	Governing Law	33
Section 6.10	Exclusive Jurisdiction	33
Section 6.11	Specific Performance	33
Section 6.12	Legal Representation	33
Section 6.13	Counterparts	37
Section 6.14	Parent Guarantee	37
Section 6.15	Interpretation	38
Section 6.16	Definitions	38

iii

INDEX OF DEFINED TERMS

(OTHER THAN TERMS DEFINED IN SECTION 6.16)

Acquisition Engagement	Section 6.12(a)(i)
Agreement	Preamble
Anti-Corruption Laws	Section 2.13(b)
Buyer	Preamble
Buyer Indemnified Party	Section 5.2(a)
Closing	Section 1.2(a)
Closing Date	Section 1.2
Combined Tax Return	Section 4.3(a)(i)
Company	Preamble
Company Accounts	Section 2.5
Company Confidential Information	Section 4.8
Company Parties	Section 6.12(a)(i)
Company Pre-Closing Tax Return	Section 4.3(a)(i)
Company Shares	Recitals
Deductible	Section 5.2(a)
Enforceability Limitations	Section 2.1
Future Defense Costs	Section 4.3(a)(iii)
Guaranty	Section 6.14
Indemnified Party	Section 5.3(a)
Indemnifying Party	Section 5.3(b)
Individual Basket Amount	Section 5.2(a)
Insurance Policy	Section 2.15

K&L	Section 6.12(b)(i)
Material Contracts	Section 2.8(b)
Notice of Claim	Section 5.3(a)
Parties	Preamble
Party	Preamble
Pre-Closing Applicable Books and Records	Section 4.1(a)
Pre-Closing Matters	Section 6.12(b)(i)
Pre-Closing Tax Period	Section 5.2(a)(v)
Privileged Communications and Materials	Section 6.12(a)(ii)
Reorganization	Section 4.2(a)
Reorganization Documents	Section 2.6
Reorganization Transactions	Section 2.6
Sale	Section 1.1
Seller	Preamble
Seller Closing Payment	Recitals
Seller Indemnified Party	Section 5.2(b)
Seller Transaction Counsel	Section 6.12(a)(i)
Settlement Agreements	Section 2.8(a)(ix)
Straddle Period	Section 5.2(a)(v)
Tax Claim	Section 4.3(f)(i)
Transfer	Section 4.2(a)
Transfer Taxes	Section 4.3(g)

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STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT, dated as of August 12, 2022 (this “Agreement”), is made and entered into by and among Crane Company, a Delaware corporation (the “Seller”), Spruce Lake Liability Management Holdco LLC, a Delaware limited liability company (the “Buyer”), Redco Corporation, a Delaware corporation (the “Company”), and, solely for purposes of the Guaranty set forth in Section 6.14, Crane Holdings, Co. (“Parent”). Seller, Buyer, the Company and Parent are each referred to individually as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, Seller is the sole owner of all of the issued and outstanding shares of the Company (the “Company Shares”);

WHEREAS, the Company is retaining Liabilities with respect to Asbestos Claims for which the Company will remain responsible following the Closing; and

WHEREAS, Crane Ltd. is retaining the Crane Ltd. UK EL Insurance Program, and the Liabilities with respect to Asbestos Claims against Crane Ltd. have not been assumed by the Company (with the Company to provide indemnification with respect to such Liabilities (subject to the terms and conditions set forth herein));

WHEREAS, the Company is retaining the Unidynamics/Resistoflex Environmental Insurance Program, and the Unidynamics/Resistoflex Environmental Liabilities have not been assumed by Seller (with the Seller to provide indemnification with respect to such Liabilities (subject to the terms and conditions set forth herein)); and

WHEREAS, at the Closing, Seller will ensure that Company has $551,599,410 in immediately available funds at Closing (the “Seller Closing Payment”).

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I

CLOSING

Section 1.1 Closing. At the Closing, on the terms and conditions set forth herein:

(a) Seller hereby sells, assigns and transfers to Buyer, and Buyer hereby purchases from Seller, the Company Shares free and clear of all Liens (other than Liens on transfer imposed under applicable securities Laws or created by Buyer) (the “Sale”) in exchange for the covenants and agreements of Buyer contained herein; and then

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(b) contemporaneously with the Sale, Buyer hereby makes a capital contribution of $83,000,000 to the equity capital of the Company (and the Company hereby receives, acquires and accepts such funds).

The transactions set forth in clauses (a) and (b) above shall all occur contemporaneously as set forth above and the Closing shall not be considered to have happened or occurred until each of such transactions is consummated in accordance with its terms.

Section 1.2 Closing Date and Deliveries.

(a) The closing of the transactions contemplated by Section 1.1 (the “Closing”) shall take place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017 at 10:00 a.m. New York time on the date of this Agreement (the “Closing Date”).

(b) At the Closing, Seller shall deliver or cause to be delivered to Buyer:

(i) a stock certificate representing the Company Shares together with a duly executed stock power evidencing the transfer of the Company Shares by Seller to Buyer free and clear of all Liens (other than Liens on transfer imposed under applicable securities Laws or created by Buyer);

(ii) letters of resignation from the directors and officers of the Company set forth in Section 1.2 of the Disclosure Schedules;

(iii) evidence reasonably acceptable to Buyer that the Company is holding the Seller Closing Payment;

(iv) a duly executed Internal Revenue Service Form W-9 of Seller; and

(v) evidence reasonably acceptable to Buyer that all Contracts, transactions, notes, payables, advances (cash or otherwise) or other extensions of credit required to be terminated pursuant to Section 4.10 have been so terminated, with no further liabilities or obligations of the Company from and after the Closing.

(c) Buyer’s Deliverables. At the Closing, Buyer shall make the equity contribution to the Company as set forth in Section 1.1(b) above.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SELLER

Except as otherwise disclosed in the Disclosure Schedules, as of the date of this Agreement, Seller hereby represents and warrants to Buyer:

Section 2.1 Authority. Each of Seller and the Company has full legal right and all requisite power and authority, and has taken all actions necessary, to authorize, execute, perform and deliver this Agreement and each other Transaction Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, in accordance with the terms of this Agreement and the other Transaction Documents, as applicable. The execution, delivery and performance by Seller and the Company of this Agreement and each other Transaction Document to which it is a party and the consummation by Seller and the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action of Seller and the Company, as applicable, and no other corporate action on the part of the Seller or the Company is necessary to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents or the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. Each of Seller and the Company has duly executed and delivered this Agreement and each other Transaction Document to which it is a party and, assuming the due authorization, execution and delivery by Buyer of this Agreement and each other Transaction Document to which it is a party, this Agreement and each such other Transaction Document constitute each of Seller’s and the Company’s legal, valid and binding obligation, enforceable against them, as applicable, in accordance with their terms, except as limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity (the “Enforceability Limitations”).

Section 2.2 Organization and Corporate Power.

(a) The Company is a corporation duly formed, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted. The Company is duly qualified or licensed to do business in each jurisdiction in which the nature of its business makes such qualification or licensing necessary under applicable Law.

(b) True, correct and complete copies of the Constituent Documents of the Company as in effect on the date of this Agreement have been made available to Buyer. The Company is not in violation of any material provision of its Constituent Documents.

Section 2.3 Consents and Approvals; No Conflicts.

(a) No filing or registration with, notification to, or authorization, registration, consent, expiration of waiting period or approval of any Governmental Authority is required to be made or obtained by Seller, the Company, or any other Affiliate of Seller in connection with the execution, delivery or performance of this Agreement or the other Transaction Documents.

(b) The execution, delivery and performance of this Agreement and each other Transaction Document by Seller and/or the Company, as applicable, do not, and the consummation of the transactions contemplated hereby or thereby does not and will not (i) conflict with or result in a violation of any provision of the Constituent Documents of Seller or the Company; (ii) conflict with or result in a violation of any Law or Order applicable to Seller, the Company or any of their respective properties or assets; (iii) result in the creation of any Lien upon any assets of, or used by, the Company; (iv) conflict with or result in a violation of any Permit or (v) with or without notice, lapse of time or both, conflict with or result in any breach of, constitute a default under,

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result in a material violation of, result in the acceleration of or create in any Person the right to modify, suspend, revoke, increase any obligation, accelerate, terminate or cancel any Contract (other than any Insurance Policy as to which no representation or warranty is made in this Section 2.3(b)) to which Seller or the Company are a party or by which either of their respective properties, rights or assets is subject or bound.

Section 2.4 Capitalization.

(a) The Company Shares constitute all of the issued and outstanding shares of the Company. All of the Company Shares are duly authorized and validly issued, fully paid and non-assessable and have been issued in compliance with applicable Law and not in violation of: (i) any preemptive rights, rights of first offer, rights of first refusal, purchase option, call option or similar rights; or (ii) the Constituent Documents of the Company. Seller is the owner of all of the Company Shares and upon transfer of the Company Shares to Buyer at the Closing in accordance with this Agreement, good and valid title to all of the Company Shares will pass to Buyer free and clear of any Liens other than any (x) transfer restrictions under applicable federal and state securities Laws and (y) Liens created by Buyer.

(b) (i) The Company has not issued or granted and is not bound by any outstanding options, equity-based awards, equity-linked securities, phantom stock, warrants, puts, calls, subscription rights, preemptive rights, rights of first refusal, redemption rights or securities convertible or exchangeable into equity securities of the Company and (ii) the Company is not a party nor subject to any Contract obligating the Company to (A) issue, transfer or sell any equity interests of the Company or securities convertible into or exchangeable or exercisable for such equity interests, (B) issue, grant or be bound by any options, equity-based awards, equity-linked securities, phantom stock, warrants, puts, calls, subscription rights, preemptive rights, rights of first refusal, redemption rights or securities convertible or exchangeable into equity securities of the Company or (C) redeem, repurchase or otherwise acquire any equity securities of the Company.

(c) Neither Seller nor the Company are parties to any Contract that restricts the transfer of, that relates to (or that provides a proxy for) the voting of, or that provides registration rights in respect of, the equity interests of the Company. There are no bonds, debentures, notes or other Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which equity holders of the Company may vote.

(d) The Company does not own any capital stock or equity interests of any other Person.

Section 2.5 Financial Statements. A true, correct and complete copy of the unaudited pro forma balance sheet of the Company as of July 31, 2022 is set forth in Section 2.5 of the Disclosure Schedules (the “Company Accounts”). Except as set forth on Section 2.5 of the Disclosure Schedules, the Company Accounts (i) have been derived from the accounting books and records of the Company, (ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present, in all material respects, the assets and

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liabilities, profits and losses of the Company as of the date indicated (subject to normal year-end adjustments and the absence of notes, none of which individually or in the aggregate are material). The Company does not have any Indebtedness, unfunded commitments for borrowed money or undrawn letters of credit outstanding at the date hereof. The Company has no liability in respect of a guarantee of any Indebtedness of any other Person.

Section 2.6 Absence of Certain Changes or Events; Reorganization Transactions.

(a) Except as set forth on Section 2.6(a) of the Disclosure Schedules, since May 17, 2022, the Company has not conducted any material business or operations other than with respect to the management of Asbestos Claims in the ordinary course of business, management of insurance matters in the ordinary course of business (including tendering claims and administration of collections) and actions, approvals and filings to effectuate the Reorganization Transactions.

(b) Seller and each Affiliate of Seller that was a party to the Reorganization Transactions had all requisite power and authority to execute and deliver the Reorganization Documents, to perform its obligations thereunder and to consummate the Reorganization Transactions. The execution, delivery and performance by Seller and such Affiliates of Seller of the Reorganization Transactions was duly authorized by all necessary corporate action of such Affiliates of Seller. Seller and each such Affiliate of Seller duly executed and delivered the Reorganization Documents, and the Reorganization Documents constitute each Seller and such Affiliate’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by the Enforceability Limitations. In connection with the Reorganization Transactions, the Company withdrew from doing business in all states and jurisdictions, including any qualifications or licenses to do business in such states and jurisdictions, other than as necessary for performance of its obligations or to the extent restricted under applicable Laws (e.g., until a tax clearance certificate is obtained). The states and jurisdictions in which the Company is registered to do business or has qualifications or licenses to do business are set forth on Section 2.6(b) of the Disclosure Schedules.

(c) “Reorganization Transactions” means the transactions set forth on Section 2.6(c) of the Disclosure Schedules.

(d) “Reorganization Documents” means all agreements, certificates and other documents entered into in connection with the Reorganization Transactions, as set forth on Section 2.6(d) of the Disclosure Schedules.

Section 2.7 Asbestos Claims.

(a) Except as set forth on Section 2.7(a) of the Disclosure Schedules, to the Knowledge of Seller, from January 1, 2018 through July 31, 2022, all Claims with respect to Asbestos Claims that have been received by the Company through due service of process on the Company are provided to the Claims Database for inclusion therein.

(b) Section 2.7(b) of the Disclosure Schedules sets forth the amounts of any settlements of, or Orders with respect to, Asbestos Claims that have been settled, enforced, agreed upon or entered into from January 1, 2013 through July 31, 2022 (presented in aggregate amounts by calendar year and indicating the aggregate amount by calendar year the Company or a Crane Historical Party has already paid).

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(c) Section 2.7(c) of the Disclosure Schedules sets forth the amounts of all costs and expenses billed in connection with the defense or litigation of the Asbestos Claims from January 1, 2013 through July 31, 2022 (presented in aggregate amounts by calendar year).

Section 2.8 Company Material Contracts.

(a) Except as set forth on Section 2.8(a) of the Disclosure Schedules, the Company is not a party to or bound by any Contract with rights or obligations remaining in effect as of the date of this Agreement:

(i) that provides for material legal and case management services with respect to Asbestos Claims;

(ii) with any supplier, vendor or service provider;

(iii) that relates to any joint venture, partnership or other similar agreement or arrangements;

(iv) that is a settlement, conciliation or similar agreement (A) with any Governmental Authority that has any material outstanding liability or obligation after the Closing Date, (B) pursuant to which the Company will have any material outstanding liability or obligation after the Closing Date, or (C) which imposes any equitable or injunctive relief that restricts, in any material respect, the current business or activities of the Company;

(v) that (A) is a credit agreement, loan agreement, indenture, security agreement, guarantee, note, mortgage or other Contract providing for or securing Indebtedness, (B) grants a Lien or restricts the granting of Liens on any property or asset of the Company, (C) provides for or relates to any interest, currency or hedging, derivatives or similar Contracts or (D) restricts payment of dividends or any distributions in respect of the equity interests of the Company;

(vi) that is between (A) the Company, on the one hand, and (B) any of Seller or its Affiliates (other than the Company), on the other hand, and which will survive the Closing or for which the Company will have any liabilities or obligations (excluding any Contract entered into in connection with this transaction);

(vii) that relates to material Intellectual Property licensed to the Company, other than non-exclusive licenses entered into in the ordinary course of business with an aggregate value of less than $50,000;

(viii) under which the Company (A) leases or subleases any real property from any other Person or (B) leases from any other Person any equipment or other tangible personal property;

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(ix) that is a written settlement, coverage-in-place, tolling, buy-out or other similar agreement with one or more insurers with respect to any Asbestos Claims (the “Settlement Agreements”); or

(x) that is material to the business of the Company or the administration of Asbestos Claims.

(b) The Contracts required to be listed on Section 2.8(a) of the Disclosure Schedules are referred to herein as the “Material Contracts.” Except as set forth on Section 2.8(b) of the Disclosure Schedules, Seller and/or the Company has made available to Buyer true, correct and complete copies of each Material Contract, including any schedules, exhibits and amendments thereto.

(c) (i) Each Material Contract is valid and binding on the Company and is in full force and effect, and, to the Knowledge of Seller, is valid, binding and enforceable on the other parties thereto, subject to the Enforceability Limitations, (ii) each Material Contract shall continue in full force and effect after Closing on the same terms and conditions as in effect immediately prior to Closing and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would or does constitute a material breach or material default on the part of the Company under any Material Contract or, to the Knowledge of Seller, any other party thereto. Except as set forth on Section 2.8(c) of the Disclosure Schedules, as of the date hereof, the Company is not and has not been in a material dispute with a counterparty to a Material Contract, and the Company has not received written notice from any other party to a Material Contract that such other party intends to modify, renew on materially different terms, terminate or fail to renew any such Material Contract.

Section 2.9 Employee Matters.

(a) There are no individuals employed by the Company as of the date of this Agreement. The Company is not a party to or otherwise bound by any collective bargaining agreement or other contract or agreement with any labor organization, labor union or other similar representative.

(b) The Company does not sponsor, maintain, contribute to (or have a requirement to contribute to) any: (i) “defined benefit plan” (as defined in Section 3(35) of ERISA) or a plan that is or was subject to Title IV of ERISA or Section 412 or 430 of the Code; or (ii) “multiemployer plan” (as defined in Section 3(37) of ERISA).

(c) Seller and its Affiliates (other than the Company) shall retain or assume any and all current or contingent liabilities or obligations (other than any liabilities or obligations which constitute Asbestos Claims) that relate to or at any time arise under, pursuant to or in connection with any benefit or compensation plan, program, policy, contract, practice, agreement or arrangement at any time maintained, sponsored, contributed to or required to be contributed to by Seller, the Company, any of their respective Affiliates or any Person who is or was at the relevant time treated as a single employer under Section 414 of the Code with Seller, the Company or any of their respective Affiliates.

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(d) Neither the execution and delivery of this Agreement nor the transactions contemplated herein (either alone or in combination with any other event) will (i) result in any payment becoming due to any former director, officer, employee or individual independent contractor of the Company or (ii) result in the acceleration of the time of payment, vesting or funding or the forfeiture of any benefits or compensation provided to or payable to any former director, officer, employee or individual independent contractor of the Company, in each case, with respect to which the Company shall have any liabilities or obligations at and following the Closing.

Section 2.10 Affiliate Transactions. Except as set forth on Section 2.10 of the Disclosure Schedules, since July 31, 2022, none of Seller or its Affiliates (other than the Company) (a) has entered into any Contract with the Company, (b) has borrowed money from or loaned money to the Company, (c) has any claim or cause of action against the Company or (d) owns, leases, or has any economic or other right, license, title or interest in or to any asset, that is owned, used, or held for use by or necessary or material to the operation of the business of the Company as currently conducted. Upon the consummation of the transactions contemplated herein, there will be no outstanding or unsatisfied liabilities or obligations of any kind (including inter-company accounts, notes, guarantees, loans, or advances) between the Company, on the one hand, and Seller or its Affiliates (other than the Company), on the other hand other than this Agreement and the Surviving Reorganization Documents.

Section 2.11 Environmental Compliance. Except with respect to Asbestos Claims, the Unidynamics/Resistoflex Environmental Claims, the Unidynamics/Resistoflex Environmental Liabilities or as set forth on Section 2.11 of the Disclosure Schedules, (i) the Company is in, and has been since January 1, 2018 in, material compliance with all applicable Environmental Laws, which compliance has included obtaining, maintaining and complying with all Permits required under Environmental Laws, (ii) there are no pending or unresolved or, to the Knowledge of the Seller, threatened material Environmental Claims against, received by or, to the Knowledge of the Seller, respecting the Company, and (iii) to the Knowledge of the Seller, there has been no use, treatment, handling, transportation, storage, manufacture, distribution, release, disposal, or presence of, or exposure of any Person to, any Hazardous Material so as to give rise to any material liability or material obligation (contingent or otherwise) for the Company under any Environmental Law. Except with respect to the Unidynamics/Resistoflex Environmental Claims or as set forth on Section 2.11 of the Disclosure Schedules, Seller or an Affiliate thereof (other than the Company) have assumed all material liabilities and obligations (contingent or otherwise) of the Company under any Environmental Law in connection with the Reorganization Transactions. The Unidynamics/Resistoflex Environmental Claims will not reduce or otherwise impact the Insurance Policies in the Crane Asbestos Insurance Program applicable to the Asbestos Claims.

Section 2.12 Real Property. The Company does not own any real property or interests in real property or any options to acquire such real property or interests therein.

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Section 2.13 Compliance with Laws.

(a) Other than with respect to Asbestos Claims and Unidynamics/Resistoflex Environmental Liabilities, the Company is, and has been since January 1, 2018 in compliance in all material respects with all applicable Laws. Other than with respect to Asbestos Claims and Unidynamics/Resistoflex Environmental Liabilities, the Company is not subject to any unsatisfied Order, judgment, injunction, ruling, decision, award or decree of any Governmental Authority imposing any material outstanding liability or obligation or ongoing equitable or injunctive relief that restricts, in any material respect, the current business or activities of the Company.

(b) Neither the Company nor any of its directors or officers, or, to the Knowledge of the Seller, the Company’s stockholders, managers, employees, agents, contractors or any other Person acting on behalf of the Company has (i) made any illegal contribution, gift, bribe, rebate, payoff, commission, promotional allowance, influence payment, kickback, or other illegal payment, economic benefit, or anything of value to any Person; (ii) paid, established or maintained on behalf of the Company any funds or assets that have not been recorded in the books and records of the Company; or (iii) otherwise materially violated any provision of the U.S. Foreign Corrupt Practices Act of 1977 (as amended) or any other applicable anti-corruption or anti-bribery law (collectively, “Anti-Corruption Laws”).

(c) Neither the Company nor any of its directors or officers, or, to the Knowledge of the Seller, the Company’s stockholders, managers, employees, agents, contractors or any other Person acting on behalf of the Company, is or has been in the past five (5) years, a Sanctioned Person, or is or has been in the past five (5) years the subject of debarment or any list-based designation as a denied party under the Ex-Im Laws, or has engaged in, or is now engaged in, any dealings or transactions with, or for the benefit of, any Sanctioned Person, or has otherwise materially violated Sanctions or the Ex-Im Laws. There have been no legal, regulatory, or administrative proceedings, filings, orders, or governmental investigations, or any internal or external audits, reviews, or inquiries, alleging or concerning any actual or potential material violations by the Company of Sanctions, Anti-Corruption Laws or the Ex-Im Laws.

(d) Except with respect to Asbestos Claims or Unidynamics/Resistoflex Environmental Liabilities or as set forth on Section 2.13(b) of the Disclosure Schedules, there are no Claims (i) pending or to the Knowledge of the Seller, threatened in writing against or affecting the Company or any of its assets, rights or properties or any of its officers, managers or directors; or (ii) initiated or threatened in writing by or on behalf of the Company.

(e) The Company does not hold any material Permits.

Section 2.14 Taxes.

(a) The Company has timely filed (or caused to be timely filed) all material Tax Returns required to be filed by it, and all such Tax Returns are true, correct and complete in all material respects. The Company has timely paid, caused to be paid, or accrued on the Company’s or Parent’s balance sheet (as applicable) all material Taxes due and payable by it and has withheld and paid all material Taxes that the Company is obligated to withhold from amounts owing to any employee, former employee, independent contractor, shareholder, creditor or any other Person.

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(b) No material deficiency for any Tax has been asserted or assessed against the Company by a Tax authority in writing, other than any deficiency that has been fully paid, settled or withdrawn. The Company has not waived any statute of limitations or agreed to any extension of time with respect to a Tax assessment or deficiency, and no request for any such waiver or extension is currently pending. There are no Liens for Taxes on the assets of the Company other than Liens for Taxes not yet due and payable.

(c) No audit, examination, investigation or other proceeding in respect of any material Taxes or any material Tax Return of the Company is currently ongoing or pending or, to the Knowledge of the Seller, proposed or threatened in writing.

(d) The Company (i) is not and has not been a member of a group (other than any such group the common parent of which is Seller, the Company, or one of their Affiliates) filing a consolidated, combined, affiliated, unitary or similar income Tax Return and (ii) has no liability for Taxes of any Person (other than the Company or other member of any group described in clause (i)) arising from the application of Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law), as a transferee or successor, by contract or otherwise by operation of Law (other than pursuant to any customary Tax indemnification provisions in commercial agreements entered into in the ordinary course of business the primary subject matter of which is not Tax matters).

(e) The Company is not a party to or bound by or has any obligation under any Tax allocation, sharing, indemnity, reimbursement or similar agreement or arrangement (other than any customary Tax indemnification provisions in commercial agreements entered into in the ordinary course of business the primary subject matter of which is not Tax matters).

(f) No written claim has been made by any Tax authority in a jurisdiction where the Company has not filed a Tax Return that the Company is or may be subject to Tax by, or required to file Tax Returns in, such jurisdiction (other than any such claim that has been fully resolved).

(g) Within the last two years, the Company has not been a “distributing corporation” nor a “controlled corporation” in a distribution in which the parties to such distribution treated the distribution as one to which Section 355 or 361 of the Code is applicable.

(h) The Company has not participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b) (or any similar provision of state, local or non-U.S. Law).

(i) The Company will not be required to include a material item of income (or exclude a material item of deduction) in any taxable period (or portion thereof) beginning after the Closing Date as a result of (i) a change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or before to the Closing Date, (ii) an installment sale or open transaction arising in a taxable period (or portion thereof) ending on or before the Closing Date, (iii) a prepaid amount received, or paid, or deferred revenue accrued on or prior to the Closing Date, (iv) a “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) executed on or prior to the Closing Date or (v) any intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or non-U.S. Law) with respect to a transaction occurring on or prior to the Closing Date. The Company will not be required to make any payment after the Closing Date as a result of an election under Section 965 of the Code.

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(j) With respect to any taxable period beginning on or after the Company’s conversion to a Delaware corporation in connection with the Reorganization Transactions, the Company has not made or changed any Tax election, changed an annual accounting period, adopted or changed any accounting method, filed any amended Tax Return, settled any Tax claim or assessment, surrendered any right to claim a refund of Taxes, or taken any other similar action, if such action would have the effect of increasing in any material respect the Tax liability of the Company for any period ending after the Closing Date or decreasing in any material respect any Tax attribute of the Company.

(k) The Company has not (i) elected to defer the payment of any “applicable employment taxes” (as defined in Section 2302(d)(1) of the CARES Act) pursuant to Section 2302 of the CARES Act, (ii) deferred any payment of Taxes (including withholding Taxes) pursuant to IRS Notice 2020-65 or any related or similar order or declaration from any Governmental Authority (including the Presidential Memorandum, dated August 8, 2020, issued by the President of the United States), or (iii) claimed any “employee retention credit” pursuant to Section 2301 of the CARES Act.

Nothing in this Section 2.14 (other than the representation set forth in Section 2.14(j)) shall be construed as providing a representation or warranty with respect to the availability in any Tax period (or portions thereof) beginning after the Closing Date of any net operating losses, credits or other Tax attributes.

Section 2.15 Insurance Coverage.

(a) True and correct copies of documents in the Company’s possession, custody or control comprising or evidencing insurance policies carried by, or maintained on behalf of, the Company applicable to the Asbestos Claims (each such policy or agreement, an “Insurance Policy”) and comprising any settlement agreements in respect of an Insurance Policy within the Crane Asbestos Insurance Program have been made available to Buyer, and the Insurance Policies comprising the Crane Asbestos Insurance Program are set forth on Section 2.15 of the Disclosure Schedules (specifying the insurer, the policy number and the period of coverage).

(b) Except: (i) as set forth in a settlement agreement in respect of an Insurance Policy; (ii) in respect of the resolution of any claim against an insolvent insurer or an insurer otherwise under regulatory supervision, or otherwise in respect of the liquidation, insolvency, or regulatory action against an insurer; and (iii) on account of the exhaustion or impairment of potentially-applicable limits of liability, each Insurance Policy in the Crane Asbestos Insurance Program is in full force and effect. There are no outstanding premiums due and payable under any such Insurance Policies in the Crane Asbestos Insurance Program.

(c) The execution, delivery and performance of this Agreement and each other Transaction Document by Seller and/or the Company, as applicable, do not, and the consummation of the transactions contemplated hereby or thereby does not and will not, with or without notice, lapse of time or both, conflict with or result in any breach of, constitute a default under, result in a material violation of, result in the acceleration of or create in any Person the right to terminate or cancel any Insurance Policy in the Crane Asbestos Insurance Program.

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Section 2.16 Brokers. Neither Seller, nor the Company or their respective Affiliates have engaged any bankers, brokers or other persons who may be paid a fee as a result of the transactions contemplated by this Agreement for which Buyer or its Affiliates (including the Company following the Closing) may be liable.

Section 2.17 Predecessor Entities. Seller hereby acknowledges that all references to “the Company” in the foregoing representations (and any applicable definitions in defined terms used herein) include each predecessor entity merged into the Company.

Section 2.18 No Other Representations or Warranties. Except for the representations and warranties of Buyer in Article III, Seller acknowledges that neither Buyer nor any Person acting on its behalf has made, and shall not be deemed to have made, any other express or any implied representations or warranties whatsoever and specifically (but without limiting the generality of the foregoing), that neither Buyer nor any Person acting on its behalf makes any representation or warranty with respect to any forecasts, projections or estimates provided by Buyer or any Person acting on its behalf to Seller, any of Seller’s Affiliates or any Person acting on any of their behalf. Seller has not relied on any such information or any representation or warranty not set forth in Article III.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BUYER

Except as otherwise disclosed in the Disclosure Schedules, Buyer hereby represents and warrants to Seller and the Company as follows:

Section 3.1 Authority. Buyer has full legal right and all requisite power and authority, and has taken all actions necessary to authorize, execute and deliver this Agreement and each other Transaction Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby in accordance with the terms of this Agreement and the other Transaction Documents, as applicable. The execution, delivery and performance by Buyer of this Agreement and each other Transaction Document to which it is a party and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action of Buyer, as applicable and no other corporate action on the part of Buyer is necessary to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents or the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. Buyer has duly executed and delivered this Agreement and each other Transaction Document to which it is a party and, assuming the due authorization, execution and delivery by Seller and Company of this Agreement and each other Transaction Document to which each is a party, this Agreement and each such other Transaction Document constitute Buyer’s legal, valid and binding obligation, enforceable against it in accordance with their terms, except as limited by the Enforceability Limitations.

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Section 3.2 Organization and Corporate Power.

(a) Buyer is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Buyer has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted. Buyer is duly qualified or licensed to do business in the jurisdiction in which it operates.

(b) True, correct and complete copies of the Constituent Documents of Buyer as in effect on the date of this Agreement have been made available to Seller. Buyer is not in violation of any provision of its Constituent Documents.

Section 3.3 Consents and Approvals; No Conflicts.

(a) No filing or registration with, notification to, or authorization, registration, consent, expiration of waiting period or approval of any Governmental Authority is required to be made or obtained by Buyer in connection with the execution, delivery or performance of this Agreement or the other Transaction Documents.

(b) The execution, delivery and performance of this Agreement and each other Transaction Document by Buyer does not, and the consummation of the transactions contemplated hereby or thereby do not and will not conflict with or result in a violation of or a default under (with or without the giving of notice or the lapse of time or both): (i) any provision of the Constituent Documents of Buyer; (ii) any Law or Order applicable to Buyer or any of its properties or assets; or (iii) any Contract to which Buyer is a party.

Section 3.4 Legal Proceedings. There are no Claims pending, or to the Knowledge of Buyer, threatened against Buyer or any Affiliate thereof or any of their respective assets, rights or properties or any of the officers or directors of Buyer or any Affiliate thereof that could affect the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby. Neither Buyer nor any Affiliate thereof nor any of their respective properties, rights or assets is or are subject to any Order except for those that, individually or in the aggregate, could not reasonably be expected to impair, materially delay, prevent or prohibit the consummation of the transactions contemplated by this Agreement.

Section 3.5 Brokers. Neither Buyer nor any of its Affiliates have engaged any bankers, brokers or other persons who may be paid a fee as a result of the transactions contemplated by this Agreement for which the Company, Seller or any of their respective Affiliates may be liable.

Section 3.6 Solvency.

(a) Buyer is not entering into the transactions contemplated by this Agreement with the intent to hinder, delay, or defraud present or future creditors or claimants of the Company.

(b) Assuming that the representations and warranties of Seller contained in this Agreement are true in all material respects at and immediately after Closing, upon and immediately following the Closing (after giving effect to all of the transactions and agreements contemplated by this Agreement), Buyer will be Solvent.

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Section 3.7 No Other Representations or Warranties.

(a) Buyer acknowledges that: (i) it has had access to the books and records, contracts, agreements and documents, and employees, agents and Representatives of the Company, Seller and such other Affiliates of Seller as it deems necessary or advisable in connection herewith; and (ii) Buyer has had an opportunity to seek accounting, legal and other advice or information in connection with its entry into this Agreement and the other documents referred to herein relating to the consummation of the transactions contemplated hereby and thereby.

(b) Buyer acknowledges and agrees that it has only relied on the representations and warranties of Seller set forth in Article II and that none of Seller, the Company, their Affiliates or any Person acting on their behalf has made, and shall not be deemed to have made, any other express or any implied representations or warranties whatsoever.

(c) In furtherance of the foregoing, Buyer acknowledges and agrees that neither Seller, the Company, their Affiliates, nor any Person acting on their behalf has made (and Buyer is not relying on) any representations or warranties (including any information provided in the data room) (i) with respect to the Asbestos Claims or any forecasts, projections, estimates or information regarding the amount of the Asbestos Claims or (ii) with respect to the amount (if any) that may be collectible under (or otherwise obtainable in connection with) any of the Insurance Policies or any forecasts, projections, estimates or information regarding such amounts; provided that the foregoing does not limit the express scope of the representations and warranties set forth in Article II.

(d) Buyer acknowledges and agrees that payments with respect to the Asbestos Claims may be materially greater than any amounts set forth in the Project Red Confidential Information Memorandum, the Company Accounts and other materials that may have been provided to (or discussed with) Buyer or its representatives, including any materials in the data room.

(e) Buyer acknowledges and agrees that the amount (if any) that may be collectible under (or otherwise obtainable in connection with) any of the Insurance Policies may be materially less than any amounts set forth in the Project Red Confidential Information Memorandum, the Company Accounts and other materials that may have been provided to (or discussed with) Buyer or its representatives, including any materials in the data room.

(f) Buyer acknowledges and agrees that the representations and warranties of Seller set forth in Article II do not, and shall not be deemed to, (i) limit the Company’s indemnification of Seller for Asbestos Claims, or (ii) require the Seller to indemnify any Buyer Indemnified Party for any Asbestos Claims.

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ARTICLE IV

COVENANTS

Section 4.1 Pre-Closing Books and Records.

(a) Following the Closing, Seller shall retain ownership of all books and records relating to the Asbestos Claims, any Liabilities related thereto and the Asbestos Insurance Rights in each case relating to the period prior to the Closing (“Pre-Closing Applicable Books and Records” ). Seller will preserve and keep all Pre Closing Applicable Books and Records consistent with past practice for any period as may be (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any audit or Claim that is then pending or threatened and with respect to which Buyer or the Company has notified Seller as to the need to retain such Pre-Closing Applicable Books and Records. At the Closing, Seller will deliver or cause to be delivered to the Buyer electronic copies of the Pre-Closing Applicable Books and Records to the extent such electronic copies are in Seller’s possession as of the date hereof, including providing Buyer access to Pre-Closing Applicable Books and Records as set forth on Section 4.1(a) of the Disclosure Schedules.

(b) After the Closing, Seller will, and will cause its Affiliates and Representatives to, afford to Buyer, the Company and their Representatives (at the sole expense of Buyer or the Company), reasonable access during normal business hours upon reasonable notice by Buyer (i) to the Pre-Closing Applicable Books and Records relating to Asbestos Claims, including physical access to all such Pre-Closing Applicable Books and Records stored at any facilities or warehouses of Seller or any of its Affiliates, and Buyer shall be entitled to make (at its own cost and expense) and keep copies of such Pre-Closing Applicable Books and Records, (ii) to such employees of Seller or its Affiliates as is reasonably necessary to resolve any Claims for which Buyer or its Affiliates are responsible and (iii) to Pre-Closing Applicable Books and Records as are reasonably necessary to assist in the preparation or filing of any Tax Return or compliance with any audit, examination or investigation relating to the tax or financial affairs of the Company.

(c) After the Closing, in connection with any audit, investigation, dispute or litigation involving Seller or its Affiliates, Buyer will cause the Company to afford to Seller and its Representatives (in each case, at Seller’s sole expense) reasonable access during normal business hours upon reasonable notice by Seller to (i) all books and records relating to the accounting, legal, litigation, tax, regulatory, business and financial affairs of the Company relating to the period after to the Closing to the extent reasonably related to such audit, investigation, dispute or litigation and (ii) to such employees of the Buyer or Company as is reasonably necessary in connection therewith.

(d) All information received pursuant to this Section 4.1 that is not generally available to the public shall be kept confidential by the Party obtaining such information, subject to any disclosure (i) to such Party’s Representatives that are subject to confidentiality obligations (with such Party responsible for any breach of confidentiality by such Representatives) or (ii) that is required to be made by such Party in order to comply with applicable Law or the rules or regulations of any securities exchange upon which its securities or the securities of its Affiliates

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are traded provided that reasonable notice (and consultation to the extent practicable) shall be provided to the other Party prior to any such disclosure. Notwithstanding the foregoing, neither Party (or its Affiliates) shall be required to provide such access or furnish such information if it in good faith reasonably believes that doing so would be reasonably be expected to (w) unreasonably interfere with the business or operations of such Party; (x) breach or violate any applicable Law or Order, (y) result in the loss of attorney-client privilege, work product protection or any other evidentiary privilege or protection, or (z) violate any confidentiality obligation with respect to such information, provided that in each case of (w), (x), (y) and (z) the Parties agree to collaborate in good faith to make alternative arrangements to allow for such access or disclosure in a manner that does not result in the events set forth in (w), (x), (y) or (z).

Section 4.2 Post-Closing Distributions.

(a) Except as set forth on Section 4.2(a) of the Disclosure Schedules, following Closing, neither the Company nor any of its Subsidiaries that the Company may own or form following the Closing shall, directly or indirectly (including by merger, reorganization, recapitalization, combination, dissolution, splitting, division, transfer of domicile, amalgamation, by operation of law or otherwise (collectively, a “Reorganization”)) engage in, make or permit to occur (A) a Reorganization, (B) any dividend, distribution, payment or other transfer of cash or other assets (including by a loan or other intercompany agreement) to, or other vesting of assets in, Buyer or any of its Affiliates (excluding the Company and its wholly owned Subsidiaries at such time) or (C) assume, guarantee or otherwise become liable or responsible for liabilities or obligations of Buyer or any of its Affiliates (excluding the Company and its wholly owned Subsidiaries at such time) (any of the foregoing in (A) through (C), a “Transfer”); provided that (i) the Company may make Tax Distributions and (ii) from and after the seventh (7^th) anniversary of the Closing (but not before such date), the Company may engage in, make or permit to occur a Transfer (other than Tax Distributions, which are governed by clause (i)), upon notice to the Seller, if and only if (x) the Company has obtained an actuarial valuation report as to the undiscounted aggregate amount of the Asbestos Claims (including costs and expenses related to defense of such matters) of the Company from an independent third party actuarial firm with expertise in asbestos-related liabilities, that is dated and issued to the Company no more than three months prior to the Transfer; (y) such Transfer (1) is consummated in accordance with applicable Laws in force and effect from time to time under which the Company is subject and (2) would not be or give rise to a fraudulent transfer or unlawful dividend (as each term is defined under applicable Laws in force and effect from time to time under which the Company is subject); and (z) any loan or other lending arrangement under which a Transfer is effected (which, for the avoidance of doubt, shall be subject to the other provisions of this Section 4.2) shall only be made by the Company to a credit-worthy Affiliate of Buyer at such time with a maturity or duration of less than twelve (12) months.

(b) The Company shall at all times remain a Delaware corporation, provided that the Company may be converted to a Delaware limited liability company.

(c) Notwithstanding anything to the contrary in this Agreement, from the Closing until the seventh (7^th) anniversary of the Closing, if the Buyer and/or the Company materially breach or violate this Section 4.2 (subject to an opportunity to cure such breach or violation within thirty (30) days of notice from the Seller), the Seller shall be automatically

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released from any indemnification obligations under Section 5.2(a) of this Agreement (other than Section 5.2(a)(vi)), and no Buyer Indemnified Party shall be entitled to any indemnification thereunder whatsoever. For the avoidance of doubt, the foregoing shall not be the exclusive remedy for any such breach or violation and will be in addition to any other rights and remedies that Seller may have arising out of such breach or violation.

Section 4.3 Tax Matters.

(a) Tax Returns.

(i) Seller shall prepare or cause to be prepared (x) any combined, consolidated, affiliated, unitary, or similar Tax Return that includes Seller or any of its Affiliates, on the one hand, and the Company, on the other hand (a “Combined Tax Return”), and (y) all Tax Returns (other than a Combined Tax Return) of the Company for any Pre-Closing Tax Period (a “Company Pre-Closing Tax Return”). Seller shall timely prepare or cause to be timely prepared and shall timely file or cause to be timely filed with the appropriate taxing authorities all such Tax Returns described in the preceding sentence. Seller shall timely pay all Taxes due with respect to any Tax Return described in this Section 4.3(a)(i). With respect to any Company Pre-Closing Tax Return with respect to income Taxes that is filed after the Closing Date, Seller shall deliver a completed draft of said Tax Return to Buyer for Buyer’s review and comment at least fifteen (15) days in the case of any U.S. federal income Tax Return and at least three (3) days in the case of any state or local Tax Return prior to the filing thereof. Seller shall consider in good faith any reasonable comments of Buyer.

(ii) Buyer shall prepare or cause to be prepared all Tax Returns of the Company for all taxable periods ending after the Closing Date (for the avoidance of doubt not including any Combined Tax Returns described in Section 4.3(a)(i), which shall be prepared or caused to be prepared by Seller). Tax Returns for Straddle Periods shall be prepared on a basis consistent with past practices of the Company except to the extent otherwise required by applicable Law. Buyer shall deliver a completed draft of said Tax Return to Seller for Seller’s review and comment at least fifteen (15) days in the case of any U.S. federal income Tax Return and at least three (3) days in the case of any state or local Tax Return prior to the filing thereof. Buyer shall consider in good faith any reasonable comments of Seller.

(iii) Neither Seller nor any of its Affiliates will claim any loss or deduction for any income Tax purposes in respect of any costs or expenses (including legal fees) to be incurred by the Company following the Closing with respect to Asbestos Claims, other than amounts paid to plaintiffs or potential plaintiffs, or their designees or beneficiaries (whether paid by Seller or through Seller’s Representatives acting on behalf of Seller), to settle or resolve Asbestos Claims (“Future Defense Costs”), including any loss or deduction attributable to basis derived from any cash or other property contributed by Seller or any of its Affiliates to the Company for the purpose of funding estimated Future Defense Costs.

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(iv) Seller will not report the Reorganization Transactions and/or the Sale as part of a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b) (or any similar provision of state, local or non-U.S. Law).

(b) In the case of any Straddle Period, the amount of Taxes allocable to the portion of the Straddle Period ending on the Closing Date shall be deemed to be:

(i) In the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period; and

(ii) In the case of Taxes not described in (i) above (such as Taxes that are based upon or related to income or receipts, based upon occupancy or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), the amount of any such Taxes shall be determined as if such Tax period ended as of the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated on a per diem basis.

(c) To the extent permitted under applicable Law, the taxable year of the Company that includes the Closing Date shall close at the end of the day on the Closing Date for all income Tax purposes, and all income Tax Returns shall be filed consistently with the foregoing.

(d) Buyer, the Company and Seller shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and other representatives to reasonably cooperate, in (i) preparing and filing all Tax Returns, (ii) preparing and filing any document reasonably necessary for Seller or Company to obtain a tax clearance certificate in connection with Seller or the Company withdrawing qualification to do business in any jurisdiction, and (iii) in resolving all disputes and audits with respect to all periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder; provided that nothing in this Section 4.3(d) shall require a party to provide the other party with any portion of any Combined Tax Return, including any schedules or workpapers with respect thereto (other than pro forma Tax Returns of the Company that are prepared in connection with any Combined Tax Return). Seller shall notify Buyer in writing no later than September 15, 2023 as to whether it is claiming any loss on the Sale of the Company Shares for U.S. federal income tax purposes.

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(e) With respect to any Pre-Closing Tax Period or the portion of any Straddle Period ending on and including the Closing Date, without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed), Buyer shall cause the Company not to (i) make, change or rescind any Tax election, (ii) amend any Tax Return, (iii) file any Tax Return in a jurisdiction in which the Company did not file previously (unless Buyer reasonably determines that such filing is necessary based on a change in circumstances occurring after the taxable period in respect of any previously filed Tax Return and notifies Seller), (iv) engage in any voluntary disclosure or similar process with any taxing authority, or (v) extend the statute of limitations with respect to any Tax. Buyer and its Affiliates shall not be permitted to make an election under Section 338 of the Code (or any similar election under state or local Tax law) with respect to the transactions contemplated by this Agreement.

(f) Tax Claims.

(i) With respect to any Tax audit or similar administrative or judicial proceeding for Taxes of the Company related to a Pre-Closing Tax Period for which a claim for indemnification pursuant to this Agreement could be made (a “Tax Claim”), Seller shall, solely at its cost and expense, control all such Tax Claims; provided, however, that (A) Buyer shall have the right to fully participate in any such Tax Claim with counsel of its own choosing, (B) Seller shall keep Buyer reasonably informed regarding the status of such Tax Claim, (C) Seller shall first consult, in good faith with Buyer before taking any action with respect to the conduct of such Tax Claim and (D) Seller shall not settle, compromise or abandon any such Tax Claim that would reasonably be expected to result in a material adverse effect on Buyer or any of its Affiliates without obtaining the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed.

(ii) Buyer shall control all Tax Claims (other than any Tax Claim in respect of a Combined Tax Return) related to a Straddle Period; provided, however, (A) Buyer shall keep Seller reasonably informed regarding the status of such Tax Claim, (B) Buyer shall consult with Seller before taking any significant action in connection with such Tax Claim, (C) Seller shall have the right to fully participate in any such Tax Claim with counsel of its own choosing, (D) Buyer shall first consult in good faith with Seller before taking any action with respect to the conduct of such Tax Claim, and (E) Buyer shall not settle, compromise or abandon any such Tax Claim that would reasonably be expected to result in a material adverse effect on Seller or any of its Affiliates without obtaining the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed.

(iii) Notwithstanding anything to the contrary in this Agreement, Seller shall have the exclusive right to control in all respects, and neither Buyer nor any of its Affiliates shall be entitled to participate in, any Tax Claim with respect to (x) any Tax Return of Seller or any of its Affiliates (other than the Company) or (y) any Combined Tax Return, provided, however, that in the case of a Tax Claim with respect to a Combined Tax Return that relates in whole or in part to Taxes of the Company, which Tax Claim could reasonably be expected to materially increase a Tax liability of Buyer, Seller shall keep Buyer reasonably informed regarding the status of such Tax Claim (but only to the extent such Tax Claim relates to Taxes of the Company).

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(g) Transfer Taxes. All transfer, documentary, sales, use stamp, registration and other such Taxes, and any conveyance fees or recording charges (collectively, “Transfer Taxes”) incurred in connection with the transactions contemplated by this Agreement shall be paid by Buyer. The Party required by applicable Law to do so shall file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes and, if required by applicable Law, the other Parties shall, and shall cause their respective Affiliates to, join in the execution of any such Tax Returns and other necessary and required documentation.

(h) Tax Refunds and Credits. Seller shall be entitled to the amount of any refund (or credit in lieu of a refund) of Taxes attributable to the Company for any Pre-Closing Tax Period or which relate to the portion of a Straddle Period ending on and including the Closing Date. Buyer shall, if Seller so reasonably requests and at Seller’s expense, file for and obtain or cause its relevant Affiliates to file for and obtain any refunds or credits with respect to such Tax periods; provided, that Buyer shall not be required to take any action to the extent such action is reasonably expected to have a non de minimis adverse impact on Buyer or any of its Affiliates. Seller shall have the right to control the conduct of any such claim for any Pre-Closing Tax period at Seller’s sole cost and expense; provided that Seller shall keep Buyer reasonably informed regarding the status of any such claim. Payments pursuant to this Section 4.3(h) shall be made in immediately available funds within fifteen (15) days of the actual receipt or realization of the applicable refund or credit and shall include, for the avoidance of doubt, any interest paid thereon, but shall be net of any reasonable and documented out-of-pocket expenses of Buyer and any Taxes in respect of the receipt or accrual of such refund or credit. Buyer shall control any such claims related to a Straddle Period; provided that (i) Buyer shall keep Seller reasonably informed regarding the status of any such claim, (ii) Seller shall have the right, at Seller’s expense, to participate fully in any such proceeding, including selecting counsel of its choosing to represent Seller and (iii) Buyer shall not settle or compromise any such claim without obtaining the advance written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed).

Section 4.4 Administration of Asbestos Claims Post-Closing. Following the Closing, Seller will promptly notify (and in any event within ten (10) Business Days) the Buyer and Company in writing of any Asbestos Claims that Seller or its Affiliates may receive and for which the Company is otherwise obligated to provide an indemnity under this Agreement; provided, however, that no failure or delay in providing such notice shall release Buyer or the Company from any of their indemnification obligations with respect thereof except to the extent the Company is materially prejudiced by such failure or delay. The notice shall set forth in reasonable detail the date and nature and basis of such Claim; provided that it is understood and agreed that transmittal (including by email or other electronic means) to the Company of a copy of the summons and/or complaint served on Seller or any of its Affiliates alleging any Asbestos Claim shall satisfy such notice requirement. The Company will promptly assume the defense of any such Claim and take commercially reasonable steps to ensure that the Company is named as the defendant in such Action and Seller or its Affiliates are not named as defendants in such Action; provided that, in connection with removing Seller (and any Affiliate thereof) as a defendant named therein, Seller will reasonably cooperate with Buyer and the Company with respect to thereto,

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including with respect to the prompt provision of information reasonably requested by Buyer or the Company in relation to such Claim that is reasonably available to Seller. Neither the Company nor Buyer shall require the prior approval of Seller or any of its Affiliates to consent to the entry of any judgment or enter into any settlement or payment with respect to such Claim pursuant to this Section 4.4; provided that any such settlement (i) shall not impose an injunction or other equitable relief upon Parent, Seller or their respective Affiliates, (ii) shall not involve a finding or admission of any violation of applicable Law or the rights of any Person by Parent, Seller or their respective Affiliates or other wrongdoing by Parent, Seller or their respective Affiliates and (iii) shall not provide for, create or impose any liabilities or obligations (monetary or otherwise) on Parent, Seller or their respective Affiliates.

Section 4.5 Unidynamics/Resistoflex Environmental Insurance Program.

(a) Upon the Closing, the Company appoints Seller (as agent of the Company) to take all reasonable and necessary steps, as determined by Seller in its sole discretion and at Seller’s sole cost, to pursue Unidynamics/Resistoflex Environmental Insurance Rights. Buyer and the Company shall take all actions reasonably requested by Seller in connection therewith (including providing such powers of attorney and other appropriate documentation, in form and substance reasonably requested by Seller, to implement the foregoing), and shall not take any actions or intentionally permit omissions that would adversely affect (other than in a de minimis way) Seller’s rights hereunder with respect to the Unidynamics/Resistoflex Environmental Insurance Program. In furtherance of the foregoing, Buyer and the Company shall promptly inform Seller of any claims made by the Company under any policies in the Unidynamics/Resistoflex Environmental Insurance Program in respect of Losses relating to, arising out of or attributable to Asbestos Claims; provided that (i) nothing in this Section 4.5 (including the Unidynamics/Resistoflex Environmental Claims) shall reduce or otherwise impact the Asbestos Insurance Rights under the Crane Asbestos Insurance Program and (ii) it shall not be considered a violation of this Section 4.5 for the Company or Buyer to take any action or inaction relating to defending or litigating Asbestos Claims or pursuing insurance coverage for Asbestos Claims under the Crane Asbestos Insurance Program. In furtherance of the foregoing, Buyer and the Company shall promptly inform Seller of any claims made by the Company under any policies in the Unidynamics/Resistoflex Environmental Insurance Program in respect of Losses relating to, arising out of or attributable to Asbestos Claims. For the avoidance of doubt, except as set forth in this Section 4.5, the Company and Buyer shall be free to take any action they deem, in their sole discretion, to be necessary or appropriate as respects the Crane Asbestos Insurance Program.

(b) Notwithstanding anything to the contrary in this Agreement, if any Unidynamics/Resistoflex Environmental Liabilities are charged, levied or otherwise assessed to any Buyer Indemnified Party, such Buyer Indemnified Party shall notify Seller, and Seller shall fully and promptly pay all costs and amounts (including fees and expenses of counsel arising or incurred in connection therewith) directly to the payee, and such Buyer Indemnified Party shall not have any liability or obligation with respect thereto.

(c) If any obligation to provide financial assurance is imposed on any Buyer Indemnified Party by the operation of any Environmental Law or by an environmental regulatory agency with respect to the Unidynamics/Resistoflex Environmental Insurance Claims, Seller shall (i) fully and promptly fulfill such financial assurance obligation on behalf of such Buyer Indemnified Party and (ii) pay all costs in accordance with Section 4.5(b).

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Section 4.6 Names of the Company. From and after the Closing Date, the Company and any of its Subsidiaries shall not, and Buyer shall cause the Company and any of its Subsidiaries not to, change their respective names to any name that contains the word “Crane” (or any variation thereof) or any name bearing a resemblance to Seller’s current name. The Company may use the corporate names of Seller or its Affiliates in a factual and non-trademark manner to the extent necessary to defend and settle the Asbestos Claims in accordance with this Agreement.

Section 4.7 Publicity. In connection with the execution of this Agreement, Parent shall issue a mutually agreed press release regarding the transactions contemplated herein and thereafter no Party shall issue a separate press release regarding the transactions contemplated herein without the prior written approval of the other Parties (not to be unreasonably withheld, conditioned or delayed). Except as provided in the Confidentiality Agreement (subject to the terms and conditions therein, including the termination provisions) and Section 4.8 of this Agreement, the Parties shall not otherwise be subject to confidentiality obligations with respect hereto; provided that notwithstanding the Confidentiality Agreement, the Parties (and their Affiliates) may disclose information about the transactions contemplated herein (but not non-public information regarding the other Parties) to other Persons, including current or prospective investors and analysts. For the avoidance of doubt, nothing herein or in the Confidentiality Agreement shall restrict (A) the Parties from disclosing information (without prior notice) about the transactions contemplated herein as may be required or advisable (in the good faith judgment of such Party) under applicable Law or the rules or regulations of any securities exchange upon which its securities or the securities of its Affiliates are traded and (B) Buyer and its Affiliates from making disclosures to any of its current or prospective investors in connection with Buyer’s and its Affiliates’ customary fundraising and marketing or informational or reporting activities, subject to customary confidentiality arrangements with respect to any information that remains subject to the Confidentiality Agreement.

Section 4.8 Confidentiality. Seller acknowledges that any material non-public information it may have regarding the Asbestos Claims or the Insurance Policies (other than those relating to the Unidynamics/Resistoflex Environmental Insurance Program or the Crane Ltd. UK EL Insurance Program) (such information collectively, the “Company Confidential Information”), is the property of the Company. Accordingly, without the Company’s or Buyer’s prior written consent, Seller agrees that it shall not, and shall cause is Affiliates not to, directly or indirectly through any third party or Affiliate, disclose any Company Confidential Information to any unauthorized Person (other than as is required to be disclosed in connection with bona fide compliance, Tax or regulatory activity or in respect of any bona fide corporate transaction (including any financing, sale transaction, spin-off or business combination), provided that each such recipient is subject to customary confidentiality obligations). Company Confidential Information shall not include any information that (x) becomes available to the public other than as a result of acts or omissions to act of Seller or any of its Affiliates, (y) is required to be disclosed pursuant to any applicable Law (it being agreed that Seller shall, to the extent legally permissible, provide Buyer or the Company with prompt written notice of any such requirement prior to disclosure of any such Company Confidential Information so that Buyer or the Company may seek, at its sole expense, an appropriate protective order or waive compliance with the provisions of this Section 4.8) or (z) is used in connection with any Claim to which the Seller or any of its Affiliates is a party.

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Section 4.9 Further Assurances. Following the Closing, each of the Parties shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, powers of attorney, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement. Following the Closing until September 1, 2022, Seller shall not terminate or otherwise amend the portion of its existing Contract with CT Corporation System that covers the Company with respect to Asbestos Claims; provided that CT Corporation System shall provide individuals identified by Buyer access to CT Corporation System’s electronic database and notification systems under such Contract during such period.

Section 4.10 Termination of Related Party Contracts and Obligations.

(a) Prior to the Closing, Seller shall take, or cause to be taken, all such actions necessary so that, except for the Surviving Reorganization Documents: (a) all Contracts and transactions between Seller (or any Affiliate thereof (other than the Company)) and the Company are terminated, with no further obligations or liabilities of the Company from and after the termination thereof and (b) all outstanding notes, payables, advances (cash or otherwise) or other extensions of credit owed to (or by) the Company from (or to) Seller or any Affiliate thereof (other than the Company) are terminated, with no further obligations or liabilities of the Company from and after the termination thereof.

(b) Section 4.10(b) of the Disclosure Schedules sets forth each of the Contracts, transactions, outstanding notes, payables, advances (cash or otherwise) or other extensions of credit that shall be terminated in accordance with Section 4.10(a).

Section 4.11 Recovery Rights. Following the Closing, in the event (i) Buyer or the Company fails to promptly (and in any event within 30 Business Days of Buyer becoming actually aware that such Recovery Right(s) is exercisable) exercise any applicable Recovery Rights in connection with a matter against which Seller is to be indemnified pursuant to Article V and the Company fails to so indemnify Seller, Seller shall be provided the opportunity to exercise such Recovery Rights following prior written notice to Buyer; and (ii) the Parties become aware of any Recovery Rights related to Asbestos Claims that are not in the name of the Company, to the extent permitted by the underlying Contracts governing such Recovery Rights, Seller shall promptly assign or cause the assignment of such Recovery Rights to the Company for no additional consideration, subject to the terms of this Section 4.11. Following the Closing, Seller shall be entitled to exercise all rights under any Third Party Assumption Obligations to the extent not related to Asbestos Claims (including the right to make Claims (and settle Claims) to the extent not related to Asbestos Claims) and the Company shall reasonably cooperate in connection therewith at its own expense and for no additional consideration.

Section 4.12 Bank Mandates. Concurrently with Closing, the Parties shall release to Wells Fargo Bank, N.A. all documents necessary and sufficient to change control of all of the Company’s bank accounts from Seller to Buyer. To the extent necessary to consummate any such change of control, within three (3) Business Days after the Closing Date, Seller shall, as applicable in each case, and to the extent relating to the Company or Asbestos Claims: (i) revoke all existing mandates for the operation of bank accounts and issue new mandates giving authority to persons nominated by Buyer and (ii) deliver to Buyer all bank account access information and devices, such as fobs and keys.

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Section 4.13 Further Actions. The Parties agree to take the actions set forth on Section 4.13 of the Disclosure Schedules.

Section 4.14 Wrong Pocket.

(a) The Parties acknowledge that, following the Closing, all Insurance Proceeds under the Crane Asbestos Insurance Program applicable to the Asbestos Claims are the property of Buyer. In the event that after the Closing, Seller or any of its Affiliates receives any such Insurance Proceeds, Seller shall remit any such payment within five (5) Business Days (or cause to be remitted within five (5) Business Days) to Buyer.

(b) The Parties acknowledge that, following the Closing, all Insurance Proceeds under the Unidynamics/Resistoflex Environmental Insurance Program applicable to the Unidynamics/Resistoflex Environmental Liabilities are the property of Seller. In the event that after the Closing, Buyer, the Company or any of their Affiliates receives any such Insurance Proceeds, Buyer shall remit any such payment within five (5) Business Days (or cause to be remitted within five (5) Business Days) to Seller.

Section 4.15 Service Providers. Except as set forth in Section 6.3 of the Disclosure Schedules, Seller is responsible for all of the fees, costs and expenses of third-party advisors incurred by Seller, the Company or their respective Affiliates prior to Closing in connection with the transactions contemplated by this Agreement, including all such fees, costs and expenses payable to attorneys, financial advisors or accountants, and all obligations under any engagement letter or other agreement or understanding with any investment banker or broker in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, on and following the Closing, the Company remains responsible for all fees, costs and expenses incurred by the Company in connection with the management of Asbestos Claims and management of Asbestos Insurance Rights.

ARTICLE V

INDEMNIFICATION

Section 5.1 Survival. The representations and warranties of Seller and Buyer contained in this Agreement shall survive the Closing Date hereunder and continue in full force and effect until the date that is the second anniversary of the Closing Date, except that the Fundamental Representations shall survive until sixty (60) days following the expiration of the applicable statute of limitations. The covenants in this Agreement that require performance after the Closing shall survive in accordance with their terms. For the avoidance of doubt, other than with respect to indemnification pursuant to Section 5.2(a)(i) and Section 5.2(b)(i), the indemnification obligations contained herein represent the parties’ intention to allocate certain liabilities and obligations and are not claims for breach in any respect, thus the parties intend for such provisions to remain in effect after Closing in perpetuity. Notwithstanding the foregoing, all representations and warranties related to any claim asserted pursuant to Article V within the relevant time period set forth in this Section 5.1 shall survive until all such claims shall have been finally resolved and payment in respect thereof, if any is required to be made, shall have been made.

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Section 5.2 Indemnification.

(a) By Seller. Subject to Section 4.2(c), from and after the Closing, Seller agrees to defend, indemnify and hold harmless Buyer, the Company and their respective Affiliates and each of their respective managers, officers, directors, employees, agents and other Representatives (each, a “Buyer Indemnified Party”) from and against any and all Losses relating to, arising out of or attributable to:

(i) any breach of or inaccuracy in any representation or warranty of Seller in this Agreement; provided, however that Seller has not made any representations or warranties regarding Asbestos Claims or the Insurance Policies and shall not provide any indemnification with respect to (or be responsible for any Liabilities arising out of) any Asbestos Claims or the Insurance Policies; except solely to the extent of any breach of Section 2.7 or Section 2.15 and subject to the express terms and other limitations set forth herein;

(ii) any breach of or failure by Seller to perform, or cause to be performed, any of the covenants or obligations contained in this Agreement or the other Transaction Documents;

(iii) all (x) fees and expenses of counsel, accountants, consultants and advisors to Seller or the Company or any of their respective Affiliates arising or incurred prior to the Closing in connection with the transactions contemplated herein (or any other similar or alternative transaction contemplated by the Seller prior to the Closing), except as set forth in Section 6.3, and (y) Indebtedness of the Company as of the Closing;

(iv) any Contract, transaction, note, payable, advance (cash or otherwise) or other extension of credit that was required to be terminated prior to Closing pursuant to Section 4.10;

(v) any Taxes of (A) Seller or any of its Affiliates for any Tax Period, (B) the Company, for any Tax period ending on or before the Closing Date (“Pre-Closing Tax Period”) or with respect to any Tax period that begins on or before and ends after the Closing Date (“Straddle Period”) for the portion thereof ending on the Closing Date, (C) any Person (other than the Company) which is or has ever been affiliated with the Company or with whom the Company otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined, unitary, aggregate or similar Tax Return, with respect to any Pre-Closing Tax Period or the portion of any Straddle Period ending on and including the Closing Date (as a result of Treasury Regulations Section 1.1502-6 or otherwise), and (D) any Person (other than the Company) imposed on the

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Company, or for which the Company is otherwise liable, as a transferee or successor, by contract, or otherwise by operation of Law (other than pursuant to any customary Tax indemnification provisions in commercial agreements entered into in the ordinary course of business, the primary subject matter of which is not Tax matters), which liability arises as a result of an event or transaction occurring prior to the Closing;

(vi) any Unidynamics/Resistoflex Environmental Liabilities, including: (A) any Unidynamics/Resistoflex Environmental Liabilities charged, levied or otherwise assessed to any Buyer Indemnified Party, or (B) any obligation to provide financial assurance that may be imposed on any Buyer Indemnified Party by the operation of Environmental Law (including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended) or by an environmental regulatory agency with applicable jurisdiction over Unidynamics/Resistoflex Environmental Liabilities; and

(vii) any actual or alleged actions, omissions, events, occurrences or circumstances that occurred prior to, or relate to the period of time prior to, the Closing, including (A) any Environmental Claims, causes of action and other liabilities and obligations of or against the Seller, any of its Affiliates or the Company arising under or relating to Environmental Laws or Hazardous Materials arising out of the properties, products, operation, conduct, business or activities of the Seller, its Affiliates or the Company prior to the Closing and (B) the Reorganization Transactions, in each case other than Losses with respect to Taxes (which shall be governed by clause (v) above), Asbestos Claims (which shall be indemnified by the Company pursuant to clause (b) below) and Unidynamics/Resistoflex Environmental Liabilities (which shall be governed by clause (vi) above).

Notwithstanding anything herein to the contrary, the Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 5.2(a)(i):

(x) with respect to any given claim for Losses, unless such claim is individually (or when aggregated with claims arising out of the same or similar facts and circumstances) in excess of $25,000 (the “Individual Basket Amount”) (it being understood that the Buyer Indemnified Parties may recover for the full amount of such Losses (and not just the excess) once the claim exceeds such Individual Basket Amount);

(y) until the aggregate Losses of the Buyer Indemnified Parties that individually (or when aggregated with claims arising out of the same or similar facts and circumstances) exceed the Individual Basket Amount exceeds on a cumulative basis an amount equal to three quarters of one percent (0.75%) of the Seller Closing Payment (the “Deductible”), whereupon the Buyer Indemnified Parties shall be entitled to recover for the aggregate Losses of the Buyer Indemnified Parties that individually (or when aggregated with claims arising out of the same or similar facts and circumstances) exceed the Individual Basket Amount that are solely in excess of the Deductible; and

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(z) in a cumulative aggregate amount (taking into account all amounts paid by the Seller pursuant to Section 5.2(a)(i) hereunder) exceeding five percent (5%) of the Seller Closing Payment;

provided that solely with respect to Losses relating to any breach or inaccuracy of any Fundamental Representation, clauses (x) and (y) above shall not apply and clause (z) above shall be deemed (solely as it applies to the Fundamental Representations) to include the amount “$83,000,000” in lieu of “five percent (5%) of the Seller Closing Payment”.

(b) By the Company. From and after the Closing, the Company agrees to defend, indemnify and hold harmless Parent, Seller and any present or future Affiliates and each of their respective managers, officers, directors, employees, agents and other Representatives (each, a “Seller Indemnified Party”) from and against any and all Losses relating to, arising out of or attributable to:

(i) any breach of or inaccuracy in any representation or warranty of Buyer in this Agreement.

(ii) Asbestos Claims; provided that such indemnity will not cover Asbestos Claims against Crane Ltd. except to the extent of any Liabilities that are not paid in full by or on behalf of the insurers participating in the Crane Ltd. UK EL Insurance Program;

(iii) Asbestos Insurance Rights (or the exercise, implementation or enforcement thereof);

(iv) the Crane Asbestos Insurance Program, including any Contracts regarding, related to or in respect of the Crane Asbestos Insurance Program;

(v) any breach of or failure by Buyer to perform, or cause to be performed any of the covenants or obligations contained in this Agreement or the Transaction Documents to which Buyer is a party; and

(vi) any actual or alleged actions, omissions, events, occurrences or circumstances of or with respect to the Company or its Affiliates that occur on or after the Closing.

Notwithstanding anything herein to the contrary, the Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 5.2(b)(i) in a cumulative aggregate amount (taking into account all amounts paid by the Company pursuant to this Article V hereunder) exceeding $83,000,000.

(c) Exclusive Remedy. Other than with respect to breaches of covenants contained in this Agreement (for which the remedy of specific performance or injunctive relief is available) or Fraud, indemnification pursuant to this Article V shall be the sole and exclusive remedy from and after the Closing with respect to any matter arising under this Agreement of any kind or nature, including for any misrepresentation or breach of any warranty, covenant, or other provision contained in this Agreement, and the Parties hereto hereby waive and release any other rights, remedies, causes of action, or claims that either of them have or that may arise against any

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other Party with respect thereto. The Parties (each on behalf of itself and its respective Affiliates) agree that the indemnities set forth in this Article V supersede the indemnities set forth in any of the Reorganization Documents and are the sole and exclusive monetary remedy for any claims against any other Party (and their respective Affiliates) in connection with the Reorganization Transactions, including with respect to any assumption or allocation of liabilities under any of the Reorganization Documents.

(d) Notwithstanding anything herein to the contrary, the Buyer Indemnified Parties shall not be entitled to any indemnification arising out of any Losses (i) for any Taxes arising in any taxable period (or portion thereof) beginning after the Closing Date attributable to a breach of the representations in Section 2.14 (other than the representation set forth in Section 2.14(j)), (ii) for Taxes arising from actions of Buyer or its Affiliates on the Closing Date after the Closing outside the ordinary course of business, (iii) as a result of any election under Section 338 of the Code (or any similar election under state or local Tax law) with respect to the transactions contemplated by this Agreement or (iv) for any Taxes that are due to the unavailability in any Tax period (or portions thereof) beginning after the Closing Date of any net operating losses, credits or other Tax attributes, except to the extent arising from a breach of Section 2.14(j).

(e) No party’s rights to indemnification under Section 5.2(a)(i) or Section 5.2(b)(i) shall be affected or deemed waived by reason of any investigation made by or on behalf of such party (including by any of its advisors or representatives) or by reason of the fact that such party or any of such advisors or representatives knew or should have known that any representation or warranty is, was or might be, inaccurate.

(f) For purposes of determining whether there has been any breach of any representation, warranty or covenant made by Seller, Buyer or the Company herein, and for purposes of calculating Losses hereunder, all qualifications to such representation or warranty by use of the word “material”, “materially” or “materiality” shall be disregarded.

(g) No Buyer Indemnified Party or Seller Indemnified Party shall be entitled to recover more than once in respect of the same Loss (notwithstanding that such Loss may be subject to indemnification under multiple provisions of this Article V).

(h) The Seller Indemnified Parties shall be entitled to indemnification hereunder with respect to Asbestos Claims (i) notwithstanding the theory of liability alleged in an Asbestos Claim, including any Asbestos Claim based on theories of veil-piercing or successor liability or that alleges the Company was not solvent as of or prior to Closing or any Asbestos Claim made under or in respect of applicable federal or state fraudulent transfer law, and (ii) regardless of whether or not (x) such Asbestos Claims have been asserted against a Seller Indemnified Party, the Company or any other Crane Historical Party, or (y) any Seller Indemnified Party, the Company, any other Crane Historical Party or Representatives of any of the foregoing has any actual or constructive knowledge of such Asbestos Claims.

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Section 5.3 Procedure for Indemnification for Breach of Representations and Warranties.

(a) Any Buyer Indemnified Party or Seller Indemnified Party seeking indemnification under Section 5.2(a)(i) or Section 5.2(b)(i) (an “Indemnified Party”) (except indemnification claims with respect to Section 5.2(a)(i) which arise under Section 2.14 or Section 5.2(a)(v), both of which shall be governed by Section 4.3(f)) shall, in the case of a Buyer Indemnified Party, promptly notify in writing Seller and, in the case of a Seller Indemnified Party, promptly notify in writing the Company, as applicable (any such notice, a “Notice of Claim”); provided, however, that no delay on the part of any Indemnified Party in providing such notice shall adversely affect the rights of the Indemnified Party under Section 5.2 except to the extent that the Indemnifying Party is actually prejudiced by such failure. The Notice of Claim shall set forth in reasonable detail (i) the date and nature and basis of such claim and (ii) a good faith estimate of the amount of such claim (if known and quantifiable). The Indemnified Party shall provide any information reasonably requested by Seller or the Company, as the case may be, in relation to such claim.

(b) If a claim for indemnification is with respect to a Claim under Section 5.2(a) or 5.2(b) by a Third Party against an Indemnified Party, (i) Seller, in the case of a claim by a Buyer Indemnified Party or (ii) the Company, in the case of a claim by a Seller Indemnified Party (Seller or the Company, as applicable, the “Indemnifying Party”), shall be entitled (but not obligated) to defend the Indemnified Party against such Claim with counsel selected by the Indemnifying Party (subject to the reasonable approval of the Indemnified Party) at the Indemnifying Party’s sole cost and expense; provided however that prior to assuming such control of the Claim, the Indemnifying Party acknowledges in writing that it is obligated to indemnify the Indemnified Party with respect to such Claim to the extent provided for in, and subject to the limitations of, this Article V. The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to such Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld); provided that such consent of the Indemnified Party shall not be required if the judgment or proposed settlement (i) releases the Indemnified Party and its Affiliates from all liability or obligation in connection with such Claim, (ii) does not impose an injunction or other equitable relief upon the Indemnified Party or its Affiliates but involves solely the payment of money damages for which the Indemnified Party will be fully indemnified and (iii) does not involve a finding or admission of any violation of applicable Law or other wrongdoing by the Indemnified Party or its Affiliates or of the rights of any Person by the Party. If the Indemnifying Party elects to assume the defense of such a Claim, (x) the Indemnifying Party shall use commercially reasonable efforts in the defense or settlement of such Claim; (y) the Indemnified Party shall, at the Indemnifying Party’s sole cost and expense, cooperate in all reasonable respects with the Indemnifying Party and its attorneys in such defense, and (z) the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Claim with its own counsel, but the fees and expenses of such counsel shall be at its own expense unless representation of both the Indemnified Party and the Indemnifying Party by the same counsel would represent a conflict of interest for such counsel under applicable standards of professional conduct for attorneys, in which case the Indemnifying Party will pay the reasonable fees and expenses of such counsel. The Indemnified Party shall not settle, compromise or consent to the entry of any judgment with respect to any claim or demand for which it is seeking indemnification from the Indemnifying Party or admit to any liability (or to actions or omissions which could reasonably be expected to result in such liability) with respect to such claim or demand without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed).

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(c) An indemnity payment made by the Company, Parent or the Seller pursuant to this Agreement shall be treated as an adjustment to the purchase price for Tax purposes, unless otherwise required by applicable Law or an audit or other administrative or judicial action with respect to either of such Parties causes any such payment not to constitute an adjustment to the purchase price for Tax purposes.

Section 5.4 Procedure for Indemnification for Breach of Company Indemnity. Any indemnification Claims under clause (ii) of Section 5.2(b) shall be governed by reference to, and subject to the terms of, Section 4.4 of this Agreement. In the event of any conflict between the procedures set forth in this Article V and Section 4.4, the procedures set forth in Section 4.4 shall control.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Amendment and Modification. Subject to applicable Law, this Agreement may be amended, modified and supplemented in any and all respects with respect to any of the terms contained herein only in a writing signed by each of the Parties.

Section 6.2 Extension; Waiver. Each Party may (a) extend the time for the performance of any of the obligations or other acts of the other Parties, (b) waive any inaccuracies in the representations and warranties of the other Parties contained in this Agreement or in any document delivered pursuant to this Agreement or (c) waive compliance with any of the agreements of the other Parties contained in this Agreement. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party.

Section 6.3 Expenses. Except as otherwise provided in this Agreement, all fees and expenses incurred by the Parties hereto shall be borne solely by the Party that has incurred such fees and expenses whether or not the transactions contemplated hereby are consummated; provided that, except as set forth in Section 6.3 of the Disclosure Schedules, all fees and expenses incurred by the Company shall be paid by Seller.

Section 6.4 Notices. All notices and other communications in connection with this Agreement will be in writing and will be deemed duly given (a) on the date of delivery if delivered personally, by facsimile or by electronic mail so long as confirmation of delivery is obtained, (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service, or (c) on the earlier of confirmed receipt or the fifth (5th) Business Day following mailing if delivered by certified mail, registered mail, courier service, return-receipt received to the party. All notices in connection with this Agreement will be delivered as set forth below or pursuant to such other instructions as may be designated in writing by the Party to receive such notice:

(a) if to Buyer, to:

Spruce Lake Liability Management Holdco LLC

c/o Fortress

1345 Avenue of the Americas, 46th Floor

30

New York, NY 10105

Attention:                 David N. Brooks

Email:                       dbrooks@fortress.com

with a copy to:

King & Spalding LLP

1180 Peachtree Street, NE

Suite 1600

Atlanta, GA 30309

Attention:                  Justin King

                                   Mark Maloney

Email:                       jking@kslaw.com

                                   mmaloney@kslaw.com

(b) if to the Company, to:

Redco Corporation

Email:                       Group_Redco_notices@fortress.com

                                   dbrooks@fortress.com

with a copy to:

King & Spalding LLP

1180 Peachtree Street, NE

Suite 1600

Atlanta, GA 30309

Attention:                  Justin King

                                   Mark Maloney

Email:                        jking@kslaw.com

                                   mmaloney@kslaw.com

(c) if to Seller, to:

Crane Holdings, Co.

100 First Stamford Place

Stamford, CT 0902

Attention:                  General Counsel

Email:                       adiorio@craneco.com

With a copy to:         clutzo@craneco.com

with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention:                  Ravi Purushotham

                                   Michael Torkin

Email:                       rpurushotham@stblaw.com

                                   michael.torkin@stblaw.com

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Section 6.5 Entire Agreement.

(a) This Agreement, the Schedules and the Confidentiality Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and thereof.

(b) Any disclosure in any Party’s Disclosure Schedule under this Agreement corresponding to and qualifying a specific numbered paragraph shall be deemed to correspond to and qualify any other numbered paragraph relating to such Party to which the applicability of the disclosure is readily apparent on the face of such disclosure. Certain information set forth in the Disclosure Schedules is included solely for informational purposes, is not an admission of liability with respect to the matters covered by the information, and may not be required to be disclosed pursuant to this Agreement. The specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Disclosure Schedules is not intended to imply that such amounts (or higher or lower amounts) are or are not material, and no Party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Disclosure Schedules in any dispute or controversy between the Parties as to whether any obligation, item, or matter not described herein or included in a Disclosure Schedule is or is not material for purposes of this Agreement.

Section 6.6 Third Party Beneficiaries. This Agreement is not intended to confer any rights (including the right to rely upon the representations, warranties and covenants set forth herein), benefits, remedies, obligations or liabilities upon any Person other than the Parties hereto, their respective successors and assigns permitted hereunder in accordance with Section 6.8, and, solely with respect to Article V, the Buyer Indemnified Parties and the Seller Indemnified Parties.

Section 6.7 Severability. If any term, provision, covenant or restriction (or part thereof) of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, so long as the economic and legal substance of the transactions contemplated hereby, taken as a whole, are not affected in a manner materially adverse to any Party hereto.

Section 6.8 Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties in whole or in part without the prior written consent of the other Parties, and any such assignment without such consent shall be null and void; provided that Seller shall be permitted to assign this Agreement to any Solvent Person (such Solvency as determined in good faith by the Seller in its sole discretion) acquiring all or substantially all of its assets; provided further that no assignment shall limit or reduce Seller’s (or Seller’s assignee’s) obligations hereunder; and provided further that any direct or indirect merger, change of control or sale, issuance or other reorganization of Seller shall not constitute an assignment hereunder. If Seller sells all or substantially all of its assets to any Person(s), whether by way of a single transaction or a series of related transactions, then concurrently with such transaction(s) Seller shall require such Person(s) to assume all of Seller’s obligations set forth in Article V of this Agreement.

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Section 6.9 Governing Law. This Agreement shall be governed and construed in accordance with the Laws of the State of Delaware without regard to principles of conflicts of Law that would require or permit the application of the Laws of another jurisdiction.

Section 6.10 Exclusive Jurisdiction. Each of the Parties (a) consents to submit itself, and hereby submits itself, to the personal jurisdiction of the Court of Chancery of the State of Delaware in the City of Wilmington, or, if such court does not have subject matter jurisdiction, any court of the State of Delaware having subject matter jurisdiction, in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction and agrees not to plead or claim any objection to the laying of venue in any such court or that any judicial proceeding in any such court has been brought in an inconvenient forum, (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware in the City of Wilmington, or, if such court does not have subject matter jurisdiction, any court of the State of Delaware having subject matter jurisdiction, and (d) consents to service of process being made through the notice procedures set forth in Section 6.4.

Section 6.11 Specific Performance. The Parties agree that irreparable damage would occur and that the Parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware in the City of Wilmington or, if such court does not have subject matter jurisdiction, any court of the State of Delaware, without proof of actual damages or otherwise (and, to the fullest extent permitted by Law, each Party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity.

Section 6.12 Legal Representation.

(a) Seller Transaction Counsel

(i) Simpson Thacher & Bartlett LLP and Skadden, Arps, Slate, Meagher & Flom LLP (collectively, “Seller Transaction Counsel”) have acted as counsel for Parent, Seller and the Company (prior to and including the Closing) (collectively, the “Company Parties”) in connection with the other transaction documents and the transactions contemplated hereby and thereby (the “Acquisition Engagement”) and, in that connection, not as counsel for any other Person, including, without limitation, Buyer or any of its Affiliates (including the Company following the Closing). Only the Company Parties shall be considered clients of Seller Transaction Counsel in the Acquisition Engagement. If Seller so desires,

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each Seller Transaction Counsel shall be permitted, without the need for any future waiver or consent, to represent Seller after the Closing in connection with any matter related to the matters contemplated by any of the other transaction documents or any disagreement or dispute relating thereto and may in connection therewith represent the Representatives or Affiliates of Seller in any of the foregoing cases including, without limitation, in any action, dispute, litigation or other adversary proceeding against, with or involving Buyer or the Company following the Closing or any of their Representatives or Affiliates.

(ii) To the extent that communications between Seller, the Company or any of their Affiliates, on the one hand, and any Seller Transaction Counsel, on the other hand, relate to the Acquisition Engagement (in the case of the Company, prior to Closing), such communication and any files or work product of STB to the extent they relate to the Acquisition Engagement shall be deemed to be attorney-client confidences that belong solely to Seller (the “Privileged Communications and Materials”). Neither Buyer nor any of its Affiliates, including the Company following the Closing, shall have access to any such Privileged Communications and Materials. Buyer hereby waives, on behalf of it and its Affiliates, including the Company, any right of access it may otherwise have with respect to any Privileged Communications and Materials. Without limiting the generality of the foregoing, Buyer acknowledges, for itself and on behalf of its Affiliates, including the Company following the Closing, upon and after the Closing: (i) Seller and Seller Transaction Counsel shall be the sole holders of the attorney-client privilege of the Company Parties with respect to the Privileged Communications and Materials, and neither Buyer nor any of its Affiliates, including the Company and its Subsidiaries following the Closing, shall be a holder thereof; (ii) to the extent that files or work product of Seller Transaction Counsel in respect of the Acquisition Engagement constitute property of a client of Seller Transaction Counsel, only Seller shall hold such property rights of any Company Parties and have the right to waive or modify such property rights; and (iii) Seller Transaction Counsel shall have no duty whatsoever to reveal or disclose any such Privileged Communications and Materials to Buyer or any of its Affiliates, including the Company following the Closing, by reason of any attorney-client relationship between each Seller Transaction Counsel and the Company Parties or otherwise; provided that, to the extent any communication is both related and unrelated to the Acquisition Engagement, the applicable Seller Transaction Counsel shall provide (and Seller, for and on behalf of the other Company Parties, shall instruct applicable Seller Transaction Counsel to provide) appropriately redacted versions of such communications, files or work product to Buyer or its Affiliates, including the Company following the Closing. Notwithstanding the foregoing, in the event that a dispute arises between any of Buyer, the Company following the Closing or their Affiliates, on the one hand, and Seller, on the other hand, concerning the matters contemplated in any of the transaction documents, Buyer, for itself and on behalf of its Affiliates and the Company following the Closing and their Affiliates, agrees that Buyer, the Company following the Closing and their Affiliates shall not offer into evidence or otherwise attempt to use or assert the Privileged Communications and Materials against Seller.

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(iii) Without limitation of the foregoing, any other communication between Seller, the Company or any of their Affiliates, on the one hand, and any Representative of Seller, the Company or any of their Affiliates (other than Seller Transaction Counsel) or any other third person, prior to the Closing and relating to the Acquisition Engagement shall be deemed confidential information of Seller, and from and after the Closing, such communications shall be deemed to be confidential information that belongs solely to Seller. Prior to the Closing, the Company shall be entitled to transfer possession of such communications (including any tangible and intangible copies of such communications) to Seller. Notwithstanding the foregoing, in the event that a dispute arises between any of Buyer or the Company following the Closing or their Affiliates, on the one hand, and Seller, on the other hand, concerning the matters contemplated in any of the transaction documents Buyer, for itself and on behalf of its Affiliates and the Company following the Closing and its Affiliates, agrees that Buyer, the Company following the Closing and their Affiliates shall not offer into evidence or otherwise attempt to use or assert the foregoing communications against Seller.

(b) K&L Gates LLP

(i) K&L Gates LLP (“K&L”) has acted as counsel for the Company Parties in connection with this transaction, other related transactions, transaction documents contemplated hereby and thereby, and the Reorganization Transactions (collectively, the “Pre-Closing Transaction Matters” ) and, in that connection, not as counsel for any other Person, including, without limitation, Buyer or any of its Affiliates. Only the Company Parties shall be considered clients of K&L in the Pre-Closing Transaction Matters. “Pre-Closing Transaction Matters” shall not include K&L’s representation of the Company with respect to Asbestos Claims and Asbestos Insurance Rights. Notwithstanding anything herein to the contrary, the Company shall be entitled to engage K&L following the Closing to assist with the Asbestos Claims and Asbestos Insurance Rights, and nothing herein shall restrict the Company’s access to, and K&L from providing to the Company, any of K&L’s communication and files or work product in connection therewith (to the extent such communication and files or work product are not related to the Pre-Closing Transaction Matters).

(ii) To the extent that communications between Seller, the Company or any of their Affiliates, on the one hand, and K&L, on the other hand, relate to the Pre-Closing Transaction Matters (in the case of the Company, prior to Closing), such communication and any files or work product of K&L to the extent they relate to the Pre-Closing Transaction Matters shall be deemed to be Privileged Communications and Materials that belong solely to Seller. Except as provided in the last sentence of Section 6.12(b)(i), and subject to the limitations therein: (a) neither Buyer nor any of its Affiliates, including the Company following the Closing, shall have access to any such Privileged Communications and Materials; and (b) Buyer hereby waives, on behalf of it and its Affiliates, including the Company, any right of access it may otherwise have with respect to any Privileged Communications and Materials. Without limiting the generality of the foregoing,

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and except as provided in the last sentence of Section 6.12(b)(i), and subject to the limitations therein, Buyer acknowledges, for itself and on behalf of its Affiliates, including the Company following the Closing, upon and after the Closing: (a) Seller and K&L shall be the sole holders of the attorney client privilege of the Company Parties with respect to the Privileged Communications and Materials relating to the Pre-Closing Transaction Matters, and neither Buyer nor any of its Affiliates, including the Company and its Subsidiaries following the Closing, shall be a holder thereof; (b) to the extent that files or work product of K&L in respect of the Pre-Closing Transaction Matters constitute property of a client of K&L, only Seller shall hold such property rights of any Company Parties and have the right to waive or modify such property rights; and (c) K&L shall have no duty whatsoever to reveal or disclose any such Privileged Communications and Materials to Buyer or any of its Affiliates, including the Company following the Closing, by reason of any attorney client relationship between K&L and the Company Parties or otherwise; provided that, to the extent any communication is both related and unrelated to the Asbestos Claims and Asbestos Insurance Rights, K&L shall provide (and Seller, for and on behalf of the other Company Parties, shall instruct K&L to provide) appropriately redacted versions of such communications, files or work product to Buyer or its Affiliates, including the Company following the Closing. Notwithstanding the foregoing, in the event that a dispute arises between any of Buyer, the Company following the Closing or their Affiliates, on the one hand, and Seller, on the other hand, concerning the Asbestos Claims and Asbestos Insurance Rights, Buyer, for itself and on behalf of its Affiliates and the Company following the Closing and its Affiliates, agrees that Buyer, the Company following the Closing and its Affiliates shall not offer into evidence or otherwise attempt to use or assert the Privileged Communications and Materials against Seller.

(iii) Without limitation of the foregoing, and except as stated in Section 6.12(b)(i), any other communication between Seller, the Company or any of their Affiliates, on the one hand, and any Representative of Seller, the Company or any of their Affiliates (other than K&L) or any other third person, prior to the Closing and relating to the Pre-Closing Transaction Matters shall be deemed confidential information of Seller, and from and after the Closing, such communications shall be deemed to be confidential information that belongs solely to Seller. Prior to the Closing, the Company shall be entitled to transfer possession of such communications (including any tangible and intangible copies of such communications) to Seller. Notwithstanding the foregoing, in the event that a dispute arises between any of Buyer or the Company following the Closing or their Affiliates, on the one hand, and Seller, on the other hand, concerning the Pre-Closing Transaction Matters, Buyer, for itself and on behalf of its Affiliates and the Company following the Closing and its Affiliates, agrees that Buyer, the Company following the Closing and their Affiliates shall not offer into evidence or otherwise attempt to use or assert the foregoing communications against Seller.

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(c) Reorganization Transactions and Privilege. Buyer and the Company agree and acknowledge that in the Reorganization Documents, “Distributed Privileged Information” and “Transferred Privileged Information” were conveyed from the Company or former subsidiaries of the Company that have been directly or indirectly merged into the Company as part of the Reorganization Transactions, to Parent or certain subsidiaries now directly or indirectly owned by Parent, and that the Company did not and does not retain the Distributed Privileged Information or the Transferred Privileged Information.

Section 6.13 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the Parties and delivered to the other Parties (including by facsimile or via portable document format (.pdf)), it being understood that all Parties need not sign the same counterpart.

Section 6.14 Parent Guarantee.

(a) Parent, in order to induce Buyer to execute and deliver this Agreement, hereby absolutely, unconditionally and irrevocably guarantees (the “Guaranty”) the due, punctual and full payment and performance of Seller’s indemnification obligations set forth in Article V, if and when owed.

(b) This Guaranty is a guarantee of payment and performance, and not of collection, and Parent hereby waive any right to require the Buyer or Company, as a condition of payment or performance by Seller of any obligations of Seller hereunder, to proceed against Seller in the event that Seller fails to perform its obligations hereunder.

(c) Parent represents and warrants to Buyer that (i) Parent is duly organized and validly existing under the Laws of Delaware, and has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (ii) the execution and delivery of this Agreement and the Guaranty contemplated herein have been duly and validly approved by the requisite corporate action, and (iii) no other corporate or stockholder proceedings on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Guaranty and the Guaranty contemplated herein.

(d) This Section 6.14 (and the Guaranty contemplated herein) shall automatically terminate and be of no further force and effect upon the consummation of the spin-off of shares of common stock of the Seller by Parent to stockholders of Parent on a pro rata basis. Seller and Parent covenant and agree that, as of and immediately after the completion of such spin-off transaction, Seller shall be Solvent and able to fully pay and perform all of Seller’s obligations set forth in this Agreement.

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Section 6.15 Interpretation.

(a) The words “include,” “includes,” and “including” shall be deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of like import. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to “this Agreement” shall include the Schedules. The word “will” shall be construed to have the same meaning and effect as the word “shall.”

(b) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The Disclosure Schedules are hereby incorporated in and made a part of this Agreement as if set forth in full herein.

(c) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any Law defined or referred to herein means such Law as from time to time amended, modified or supplemented, including by succession of comparable successor Laws and references to all attachments thereto and instruments incorporated therein.

(d) References to time periods in terms of a certain number of days mean calendar days unless expressly stated herein to be Business Days. If the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day.

(e) All documents and other information “made available”, “provided”, “furnished” and similar phrases shall mean only such documents or other information uploaded to the Project Red Data Room as at 10:00 am (New York City time), one (1) Business Day prior to the date of this Agreement.

(f) The phrase “ordinary course of business” shall mean with respect to any Person, the ordinary course of such Person’s business consistent with past custom and practice, including with respect to timing, frequency and magnitude. References to a Person are also to its permitted successors and assigns.

(g) This Agreement is the product of negotiations by the Parties having the assistance of counsel and other advisers. It is the intention of the Parties that this Agreement not be construed more strictly with regard to one Party than with regard to the others.

(h) The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

Section 6.16 Definitions. The following terms and those set forth in the Index of Defined Terms shall have the meanings specified in this Section 6.16 or on the corresponding page number of the Index of Defined Terms:

“Action” shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal.

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“Affiliate” shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such specified Person.

“Asbestos Claim” shall mean any claim of Liability, whenever arising or asserted (before, on, or after the Closing), by any Third Party for Losses actually or allegedly, directly or indirectly, arising in whole or in part from, or attributable in whole or in part to, actual or alleged asbestos or asbestos-containing products or materials pursuant to which a Third Party claims that Company, Seller, any actual or alleged successor to Company or Seller, any actual or alleged past or present Affiliate or Representative of any of the foregoing, or any alleged successor to any such actual or alleged Affiliate or Representative has Liability, including claims of liabilities arising in whole or in part from, or attributable in whole or in part to, actual or alleged asbestos or asbestos-containing products or materials:

(a) manufactured, assembled, designed, sold, distributed, installed, handled, used, specified, recommended, branded, endorsed, disturbed, disposed of, or removed by any Crane Historical Party or resulting from any of the foregoing actions, including any Crane Historical Party’s terminated, divested, or discontinued businesses, operations, or activities;

(b) used by any Third Party in conjunction with, in connection with, adjacent to, next to, or in some relationship with any other product or material (whether or not itself containing asbestos or asbestos-containing products or materials) manufactured, assembled, designed, sold, distributed installed, handled, used, specified, recommended, branded, endorsed, disposed of, or removed by any Crane Historical Party;

(c) relating to services, instructions, warnings, recommendations, actions, or operations provided, completed, or performed (or that allegedly ought to have been provided, completed, updated, or performed but allegedly were not) by or on behalf of any Crane Historical Party;

(d) present or formerly present at any facility, building, manufacturing plant, or other real property actually or allegedly owned, leased, occupied, controlled, or utilized by any Crane Historical Party, in each case formerly, currently, or after the Closing;

(e) for which any Crane Historical Party otherwise is or is alleged to have liability under Contract or Law (including Law created or coming into force after the Closing), whether or not arising from acts or omissions of such Crane Historical Party, including:

(i) alleged liability for conspiracy; voluntary or negligent undertaking; failure to warn of conduct by another Person or hazards associated with another Person’s products, actions, or omissions; common or joint enterprise; or market-share liability,

(ii) liability for actual or alleged involvement in industrial standard-setting, information-sharing, lobbying, or similar activities, or in enterprises organized for or conducting such activities,

(iii) liability for indemnification, contribution, or other reimbursement, whether under Contract or under Law, and

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(iv) liability as transferee of a Person having actual or alleged liability arising from or attributable to asbestos or asbestos-containing products or materials; or

(f) for which Seller or any actual or alleged agent or predecessor of Seller is or is alleged to have liability based on actual or alleged status as successor to any Crane Historical Party or as transferee of any property of any Crane Historical Party or on the basis of actual or alleged possession or awareness of facts or information actually or allegedly possessed or formerly possessed by any Crane Historical Party.

For purposes of this definition of “Asbestos Claim,” (a) all references to “any Crane Historical Party” include any actual or alleged agent or predecessor of Company (including any company that merged into Company in the Reorganization Transactions and any actual or alleged agent or predecessor thereof), (b) “asbestos-containing” shall include products or materials in which asbestos fibers were or are alleged to have been an accidental, incidental, unknown, unintended, or undesired inclusion or contaminant, (c) “products or materials” include fibers, dust, waste, or other residue resulting from actions performed on, or the deterioration or decay of, asbestos-containing products or materials, (d) the entirety of a claim for Losses that actually or allegedly in part arises from or is attributable to asbestos or asbestos-containing products or materials shall be an “Asbestos Claim,” and (e) all references to actions, activities, or omissions by any Crane Historical Party include actions, activities, and omissions of the Company occurring after the Closing.

“Asbestos Insurance Rights” shall mean any rights under insurance policies, coverage-in place agreements, or other contracts or rights relating to insurance policies under which any Crane Historical Party has rights as an insured, additional insured, successor, beneficiary, or otherwise, in each case if and to the extent that they provide coverage, rights to coverage, the benefits of waivers or releases by others to claims for coverage, or other insurance-related benefits for or relating to Asbestos Claims, provided, however, that Asbestos Insurance Rights shall not include Crane Ltd. Asbestos Insurance Rights.

“Business Day” means any day except a Saturday, a Sunday or other day on which banking institutions in New York, New York are authorized or required by Law to be closed.

“CARES Act” means (i) the Coronavirus Aid, Relief, and Economic Security Act (Pub. L. 116-136) and any administrative or other guidance published with respect thereto by any Governmental Authority (including IRS Notices 2020-22 and 2020-65), and (ii) any extension of, amendment, supplement, correction, revision or similar treatment to any provision of the CARES Act contained in the Consolidated Appropriations Act, 2021, H.R. 133.

“Claim” means any demand, claim, action, legal proceeding (whether at law or in equity), investigation, arbitration, hearing, audit or suit, including as commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Authority or any other Person.

“Claims Database” means the claims database managed by PACE Claims Services, LLC on behalf of the Company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Confidentiality Agreement” means the Mutual Confidentiality Agreement between Parent, the Company, Global Risk Capital Holdings LLC and Fortress Investment Group LLC, dated as of May 23, 2022.

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“Constituent Documents” means, with respect to any Person, the charter, the certificate or articles of incorporation or formation, bylaws, limited liability company or operating agreement or comparable organizational documents of such Person, as the same may be amended, supplemented or otherwise modified from time to time.

“Contract” means, with respect to any Person, every contract, agreement, undertaking, deed, instrument, covenant, pledge, subcontract, settlement agreement, lease, note, option, warranty, license, sublicense, arrangement, course of dealing, or other commitment, written or unwritten, to which such Person is a party or to which any of such Person’s assets are bound, in each case, including all amendments, supplements or other modifications thereto.

“Crane Asbestos Insurance Program” shall mean the historical primary general liability policies issued to “Crane Co.” on or before July 1, 1985 and historical excess liability insurance policies issued to “Crane Co.” on or before July 1, 1984, as set forth on Section 6.16(a) of the Disclosure Schedules.

“Crane Historical Parties” shall mean each of (i) Crane Holdings, (ii) the Company (including the prior business forms thereof, Crane Co. and Crane LLC), (iii) any entity merged into the Company prior to the Closing, including the entities set forth on Section 6.16(b) of the Disclosure Schedules, (iv) any entity owned directly by the Company prior to the Closing (and each direct or indirect Subsidiary thereof), including the entities set forth on Section 6.16(c) of the Disclosure Schedules, (v) any actual or alleged past or present Subsidiary, Affiliate, or Representative of any of the foregoing, and (vi) any successor to or permitted assignee of any Person described in items (i) through (v).

“Crane Ltd. Asbestos Claims” means Asbestos Claims against Crane Ltd.

“Crane Ltd. Asbestos Insurance Rights” shall mean any and all rights of Crane Ltd. under or in connection with the Crane Ltd. UK EL Insurance Program in relation to Crane Ltd. Asbestos Claims.

“Crane Ltd. UK EL Insurance Program” shall mean the policies of employer’s liability insurance under which Crane Ltd. is, or may be, insured as against Crane Ltd. Asbestos Claims, as set forth on Section 6.16(d) of the Disclosure Schedules.

“Disclosure Schedules” means the Disclosure Schedules attached hereto, dated as of the date of this Agreement, delivered by Seller to Buyer in connection with this Agreement.

“Environmental Claims” means any Claims, Orders, notices or information requests received from or made by any Governmental Authority or other Person regarding any actual or alleged violation of or liability under any Environmental Laws; provided that in no event shall any Asbestos Claims or Unidynamics/Resistoflex Environmental Claims be considered Environmental Claims for any purpose under this Agreement.

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“Environmental Law” means any Law relating to pollution, protection, or restoration of or prevention of harm to the environment or natural resources, including any Law relating to the use, handling, transportation, treatment, storage, disposal, release, or discharge of Hazardous Materials or the protection of or prevention of harm to human health and safety with respect to exposures to Hazardous Materials.

“ERISA” means the Employee Retirement Income Security Act of 1974 and the regulations promulgated thereunder, as amended.

“Ex-Im Laws” means all applicable Laws relating to export, re-export, transfer or import controls (including the Export Administration Regulations administered by the U.S. Department of Commerce, and customs and import laws administered by U.S. Customs and Border Protection).

“Exclusivity Letter” means the exclusivity letter between Fortress Credit Advisors LLC, Global Risk Capital LLC and Parent, dated as of July 29, 2022.

“Fraud” means actual and intentional common law fraud (but not, for the avoidance of doubt, fraud based on constructive knowledge, negligent misrepresentation or omission, or any form of fraud based on recklessness or negligence) by a Party or its Representatives, as determined in accordance with the Laws of the State of Delaware, with respect to the making of any representation or warranty by such Party set forth in this Agreement.

“Fundamental Representations” means (i) in respect of Seller’s indemnification obligations under Section 5.2(a)(i), the representations and warranties set forth in Sections 2.1, 2.2, 2.3 and 2.4, and (ii) in respect of the indemnification obligations of Buyer and Company under Section 5.2(b)(i), the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6 and 3.7.

“GAAP” means generally accepted accounting principles in the United States.

“Governmental Authority” means any United States federal, state, territorial, municipal, or local government or any foreign, international, or multinational government, or province or political subdivision or territory thereof, or any supranational organization (e.g., the European Union) or authority or any authority, agency, bureau, commission, department, entity, or instrumentality entitled to exercise any administrative, constitutional, executive, judicial, legislative, policy, regulatory, or taxing power, and any executive official thereof, or any court or tribunal (or any department, bureau, or division thereof), or any other self-regulatory or quasi-governmental authority of any nature.

“Group” shall mean, with respect to a Person, that Person and that Person’s Subsidiaries.

“Hazardous Material” shall mean any chemical, material, substance, waste, pollutant, or contaminant that could give rise to liability under, or that is prohibited, limited or regulated by or pursuant to, any Environmental Law, and any natural or artificial substance (whether solid, liquid or gas, noise, ion, vapor, or electromagnetic) that could cause harm to human health or the environment, including but not limited to petroleum, petroleum products and byproducts, urea formaldehyde foam insulation, electronic, medical, or infectious wastes, per- and polyfluoroalkyl substances, polychlorinated biphenyls, radon gas, radioactive substances, chlorofluorocarbons, and all other ozone-depleting substances; provided, however, that asbestos and asbestos- containing products or materials (as such terms are used in the definition of Asbestos Claims) shall not be Hazardous Materials for purposes of this Agreement, and any Asbestos Claim shall not be considered a claim with respect to Hazardous Materials or Environmental Laws.

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“Indebtedness” means, with respect to any Person, as of any specified time, the outstanding principal amount of, accrued and unpaid interest on and other payment obligations (including any prepayment premiums or penalties payable as a result of the consummation of the transactions contemplated hereby) arising under any obligations and liabilities (whether or not contingent) of such Person or its Subsidiaries (i) for borrowed money, (ii) evidenced by bonds, debentures, notes or similar instruments, (iii) in respect of letters of credit, bankers’ acceptances or similar credit transactions, (iv) for the deferred purchase price of assets, property, securities or services, the maximum amount of any contingent purchase price obligations or “earn-out” obligations in connection with any acquisition, whether by merger, equity purchase, asset acquisition or otherwise (including any purchase price adjustment payments) and all obligations of such Person under conditional sale or other title retention agreements, (v) arising under any interest rate, currency or other hedging agreement and any other arrangement designed to provide protection against fluctuations in interest or currency rates, in each case including any amounts payable to terminate such arrangements, (vi) any amounts due under leases required to be treated as capital or financial leases under GAAP or classified as a capital or financial lease in the Company Accounts and (vii) directly or indirectly guaranteeing any obligations of any other Person of the type described in the foregoing clauses (i) through (vi). For the avoidance of doubt, any Asbestos Claims shall not be considered “Indebtedness” hereunder.

“Insurance Proceeds” means all proceeds actually recovered under the Unidynamics/Resistoflex Environmental Insurance Program or the Crane Asbestos Insurance Program, as applicable.

“Intellectual Property” means all worldwide intellectual property rights, including all (i) patents, patent applications and inventions, (ii) trademarks, service marks, corporate names, trade names, domain names, social and mobile media identifiers, logos, trade dress, design rights, and other designations of source or origin, together with the goodwill symbolized by any of the foregoing, and (iii) copyrights.

“Knowledge” means the actual knowledge, after reasonable inquiry, of (a) with respect to Seller, the persons set forth on Section 6.16(e) of the Disclosure Schedules and (b) with respect Buyer, the persons set forth in Section 6.16(f) of the Disclosure Schedules.

“Law” means any and all applicable federal, state, local, municipal, provincial, territorial, national, foreign, international, multinational, supranational, common-law, equitable doctrine, or other law, treaty, statute, constitution, compact, directive, resolution, ordinance, code, edict, decree, order (including executive orders), rule, judgment, injunction, writ, regulation or ruling enacted, adopted, issued, promulgated, implemented, or otherwise put into effect by or under the authority of any Governmental Authority, including any that are created or come into force after the Closing.

“Liabilities” means all debts, guarantees, assurances, commitments, responsibilities, Losses, remediation, penalties, sanctions, attorneys’ fees and interest of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, Claim, demand, action, or order, writ, judgment, injunction, decree, stipulation, determination, or

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award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any Contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, or undertaking, or any fines, damages or equitable relief that is imposed, in each case, including all costs and expenses relating thereto.

“Lien” means any lien (statutory or otherwise), pledge, hypothecation, mortgage, charge, encumbrance, or security interest of any kind or nature whatsoever.

“Losses” means all actual direct or indirect claims, liabilities, obligations, settlements, losses, fines, costs, expenses, Taxes, judgements, payments, deficiencies or damages (including out-of-pocket expenses and fees and expenses of professional advisors including attorneys).

“Order” means any order, writ, consent, decree, injunction, determination, judgment, award, injunction or stipulation issued, promulgated, made, rendered or entered into by or with any Governmental Authority (in each case, whether temporary, preliminary or permanent).

“Permit” means any governmental license, waiver, permit, certificate, registration or authorization.

“Person” means any individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity, or any Governmental Authority.

“Project Red Confidential Information Memorandum” means the confidential information memorandum prepared in connection with Project Red and provided to Buyer.

“Project Red Data Room” means the virtual data room established by the Company in relation to the transactions contemplated by this Agreement.

“Recovery Rights” shall mean any and all rights, remedies, titles, privileges, interests, claims, demands, or entitlements to any proceeds, payments, initial or supplemental dividends, scheme payments, supplemental scheme payments, causes of action, and choses in action under, for or related to the Insurance Policies or the Third Party Assumption Obligations whether now existing or hereafter arising, accrued, unaccrued, liquidated or unliquidated, matured or unmatured, disputed or undisputed, fixed or contingent.

“Representatives” means, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys, or other representatives.

“Resistoflex” means the Resistoflex Corporation, ownership of which was acquired by UMC Industries, Inc. by merger of Resistoflex Corporation and Universal Merchandizing Equipment Corporation on or about May 31, 1978, as well as its predecessors and, if different, that certain corporation identified as “Resistoflex Corporation” in Exhibit 22 of the Annual Report on Form 10-K of UMC Industries, Inc. for the fiscal year ended December 31, 1981, and all predecessors to that certain corporation.

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“Sanctioned Person” means a Person that is (i) the subject of Sanctions, (ii) a Governmental Authority of, located or resident in or organized or doing business under the laws of a country or territory which is the subject of comprehensive, country- or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk, and Luhansk regions of Ukraine), or (iii) owned or controlled by, or acting on behalf of, any of the foregoing.

“Sanctions” means those trade, economic, and financial sanctions laws, regulations, embargoes, and restrictive measures (in each case having the force of law) administered, enacted, or enforced from time to time by (i) the United States (including the U.S. Department of the Treasury, Office of Foreign Assets Control) and the U.S. Department of State or (ii) other applicable governmental bodies with sanctions authority over the Company.

“Solvent” means, with respect to any Person (a) the assets of such Person, at a Fair Valuation, exceed its Debts (including contingent Liabilities); (b) the Present Fair Salable Value of the assets of such Person is more than the amount that will be required to pay its probable liability on its existing Debts as they become absolute and matured; (c) such Person should be able to pay their respective Debts (including contingent Liabilities) as they become due; and (d) such Person will not have an unreasonably small amount of assets (or capital) for the businesses in which it is engaged or in which management has indicated it intends to engage. As used in the definition of the term “Solvent” the following terms have the definitions indicated below:

(i) “Fair Valuation” means the aggregate amount for which assets of an entity would change hands between an independent willing buyer and an independent willing seller, in an arm’s length transaction, where both parties are aware of all relevant facts and neither party is under any compulsion to act.

(ii) “Present Fair Salable Value” means the aggregate amount of net consideration (giving effect to reasonable and customary costs of sale or taxes) that could be expected to be realized from a willing buyer by a willing seller, in an arm’s length transaction under present conditions in a current market for the sale of assets of a comparable business enterprise, where both parties are aware of all relevant facts and neither party is under any compulsion to act, where such seller is interested in disposing of the entire operation as a going concern, presuming the business will be continued, in its present form and character, and with reasonable promptness, not to exceed one year.

(iii) “Debt” and “Liability” (for the avoidance of doubt, solely as used in the definition of “Solvent”) means a liability or a right to payment, whether or not the right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured.

(iv) “Not have an unreasonably small amount of assets (or capital) for the businesses in which it is engaged or in which management has indicated it intends to engage” and “able to pay its Debts (including contingent Liabilities) as they become due” means having the ability to generate enough cash from investments, operations, asset dispositions, refinancing, or a combination thereof, to meet its obligations (including contingent Liabilities) as they become due.

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“Subsidiary” shall mean, with respect to any Person, any corporation, limited liability company, joint venture, partnership, or other entity of which such Person (a) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities, (ii) the total combined equity interests, or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has (i) the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body or (ii) the power to vote, either directly or indirectly, sufficient securities to elect half of the board of directors or similar governing body and a casting vote with respect to decisions of such board of directors or similar governing body.

“Surviving Reorganization Documents” means those Reorganization Documents described in (and subject to the limitations set forth in) Section 6.16(g) of the Disclosure Schedules.

“Tax Distributions” means for any taxable period (or portion thereof) during which the Company files a consolidated, combined, unitary or similar type income tax return with any direct or indirect parent corporation of the Company, distributions or other payments (including payments pursuant to a tax sharing agreement) by the Company to such parent corporation to permit such parent corporation to pay federal and state income taxes for such taxable period (or portion thereof), to the extent attributable to any taxable income of the Company and any Subsidiary of the Company; provided that for each such taxable period, the amount of such distributions or other payments made in respect of such taxable period in the aggregate shall not exceed the amount of such Taxes that the Company and its Subsidiaries would have been required to pay if they were a stand-alone group of corporate taxpayers filing on a combined unitary or consolidated basis, taking into account any carryforward of capital losses, net operating losses and other tax attributes that would apply to such stand-alone group.

“Tax Return” means any report, return, document, declaration or other information or filing that is filed or required to be filed with respect to Taxes (whether or not a payment is required to be made with respect to such filing), including, without limitation, information returns, declarations of estimated Taxes, amended returns or claims for refunds (and any attachments thereto).

“Taxes” means any and all federal, state, local, foreign or other taxes, charges, fees, levies, or other assessments of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority, including any income, franchise, alternative minimum, gains, intangible, windfall or other profits, gross receipts, property, capital, sales, use, transfer, registration, property, inventory, license, capital stock, payroll, employment, unemployment, disability, social security, workers’ compensation, severance, stamp, customs, duties, occupation, premium or net worth, excise, escheat, withholding, ad valorem, value added, estimated or other tax, charge, fee, levy, or other assessments of any kind that is, has been or may in the future be imposed, assessed or collected by or under the authority of any Governmental Authority.

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“Third Party” shall mean any Person (including a Governmental Authority) other than Seller, the Company, Buyer and their respective Groups.

“Third Party Assumption Obligation” means any indemnity agreement, assumption agreement or any other agreement, or statutory, equitable, or common-law right, that may provide for the indemnity, contribution, and/or assumption by a Third Party of Losses of any sort whatsoever (including Asbestos Claims).

“Transaction Document” means, collectively, this Agreement, the Exclusivity Letter and all agreements, certificates and instruments contemplated by this Agreement.

“Treasury Regulations” means the United States Treasury Regulations promulgated under the Code.

“Unidynamics” means Unidynamics Corporation (formerly known as UMC Industries, Inc. and Universal Match Corporation), which was acquired by Crane Co. on or about March 28, 1985, and thereafter merged into Crane Co. on or about December 31, 1996.

“Unidynamics/Resistoflex Environmental Claims” shall mean any claim of liability arising from or relating to any Unidynamics/Resistoflex Environmental Liabilities; provided, however, that Unidynamics/Resistoflex Environmental Claims shall not include any Asbestos Claims.

“Unidynamics/Resistoflex Environmental Insurance Program” shall mean the historical general primary and excess liability insurance policies issued to Unidynamics, Resistoflex, or both, prior to April 1, 1985, as set forth in Section 6.16(h) of the Disclosure Schedules.

“Unidynamics/Resistoflex Environmental Insurance Rights” shall mean any rights under insurance policies, coverage-in-place agreements, or other contracts or rights relating to insurance policies under which any Crane Historical Party has rights as an insured, additional insured, successor, beneficiary, or otherwise, in each case if and to the extent that they provide coverage, rights to coverage, the benefits of waivers or releases by others to claims for coverage, or other insurance-related benefits for or relating to any Unidynamics/Resistoflex Environmental Claims.

“Unidynamics/Resistoflex Environmental Liabilities” shall mean any Liabilities arising out of or in connection with any Environmental Law in respect of Unidynamics or Resistoflex including, without limitation, any such Liabilities arising out of in on connection with the premises or operations set forth on Section 6.16(i) of the Disclosure Schedules.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed, all as of the date first written above.

Crane Company
By:	/s/ Anthony D’Iorio
Name:	Anthony D’Iorio
Title:	Senior Vice President, General Counsel and
	Secretary
Redco Corporation
By:	/s/ Anthony D’Iorio
Name:	Anthony D’Iorio
Title:	Senior Vice President, General Counsel and
	Secretary
Crane Holdings, Co., solely for purposes of the Guaranty set forth in Section 6.14
By:	/s/ Max H. Mitchell
Name:	Max H. Mitchell
Title:	President and Chief Executive Officer

[Signature Page to Stock Purchase Agreement]

Spruce Lake Liability Management Holdco LLC
By:	/s/ David N. Brooks
Name:	David N. Brooks
Title:	Secretary

[Signature Page to Stock Purchase Agreement]

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

CRANE COMPANY

[•], [•]

Crane Company, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

1. The name of the Corporation is Crane Company.

2. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 15, 2022 (the “Original Certificate”).

3. This Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of Delaware.

4. The text of the Original Certificate is hereby amended and restated in its entirety to read as follows:

ARTICLE I

The name of the corporation (hereinafter called the “Corporation”) is Crane Company.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 in New Castle County. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE III

The purpose or purposes for which the Corporation is organized are to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

ARTICLE IV

The total number of shares of all classes of stock which the Corporation shall have authority to issue is Two Hundred Million (200,000,000) shares of common stock, par value $1.00 per share (“Common Stock”), and Five Million (5,000,000) shares of preferred stock, par value $.01 per share (“Preferred Stock”).

The following is a description of each of the classes of stock of the Corporation and a statement of the powers, preferences, and rights of such stock, and the qualifications and restrictions thereof.

(a) At all meetings of the shareholders of the Corporation the holders of the Common Stock shall be entitled to one vote for each share of Common Stock held by them respectively.

(b) Shares of the Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the Board of Directors of the Corporation. Each series shall be distinctly designated. Except as otherwise provided in the resolution setting forth the designations and rights of the series of Preferred Stock, all shares of any one series of Preferred Stock shall be alike in every particular, except that there may be different dates from which dividends (if any) thereon shall be cumulative, if made cumulative. The relative preferences, participating, optional and other special rights of each such series, and limitations thereof, if any, may differ from those of any and all other series at any time outstanding. The Board of Directors of the Corporation is hereby expressly granted authority to fix by resolution or resolutions adopted prior to the issuance of any shares of each particular series of the Preferred Stock, the designation, preferences, and relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions thereof, if any, of such series, including, but without limiting the generality of the foregoing, the following:

(1) the distinctive designation of, and the number of shares of the Preferred Stock which shall constitute the series, which number may be increased (except as otherwise fixed by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding) from time to time by action of the Board of Directors;

(2) the rate and times at which, and the terms and conditions upon which, dividends, if any, on shares of the series may be paid, the extent of preferences or relation, if any, of such dividends to the dividends payable on any other class or classes of stock of the corporation, or on any series of the Preferred Stock or of any other class or class of stock of the Corporation, and whether such dividends shall be cumulative, partially cumulative or non-cumulative;

(3) the right, if any, of the holders of shares of the series to convert the same into, or exchange the same for, shares of any other class or classes of stock of the Corporation, and the terms and conditions of such conversion or exchange;

(4) whether shares of the series shall be subject to redemption and the redemption price or prices and the time or times at which, and the terms and conditions upon which, shares of the series may be redeemed;

(5) the rights, if any, of the holders of shares of the series upon voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding-up of the Corporation;

(6) the terms of the sinking fund or redemption or purchase account, if any, to be provided for shares of the series; and

(7) the voting powers, if any, of the holders of shares of the series which may, without limiting the generality of the foregoing, include the right, voting as a series by itself or together with other series of the Preferred Stock or all series of the Preferred Stock as a class, (1) to cast more or less than one vote per share on any or all matters voted upon by the shareholders, (2) to elect one or more directors of the Corporation in the event there shall have been a default in the payment of dividends on any one or more series of the Preferred Stock or under such other circumstances and upon such conditions as the Board of Directors may fix.

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(c) The relative preferences, rights and limitations of each series of Preferred Stock in relation to the preferences, rights and limitations of each other series of Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors in the resolution or resolutions adopted pursuant to authority granted in this Article IV, and the consent by class or series vote or otherwise, of the holders of the Preferred Stock of such of the series of the Preferred Stock as are from time to time outstanding shall not be required for the issuance by the Board of Directors of any other series of Preferred Stock whether the preferences and rights of such other series shall be fixed by the Board of Directors as senior to, or on a parity with, the preferences and rights of such outstanding series, or any of them; provided, however, that the Board of Directors may provide in such resolution or resolutions adopted with respect to any series of Preferred Stock that the consent of the holders of a majority (or such greater proportion as shall be therein fixed) of the outstanding shares of such series voting thereon shall be required for the issuance of any or all other series of Preferred Stock.

(d) Subject to the provisions of the preceding paragraph (c), shares of any series of Preferred Stock may be issued from time to time as the Board of Directors shall determine and on such terms and for such consideration, not less than the par value thereof, as shall be fixed by the Board of Directors.

ARTICLE V

Board of Directors

Section 1. Number. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors which shall consist of not less than three nor more than fifteen persons. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors.

Section 2. Election and Terms. The directors elected at each Annual Meeting of Stockholders shall hold office for a term expiring at the next Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal.

Section 3. Newly Created Directorships and Vacancies. Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled only by a majority vote of the directors then in office, even if less than a quorum, and directors so chosen shall hold office for a term expiring at the next Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 4. Removal. Any director may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of the shares then entitled to vote at an election of directors, voting together as a single class.

Section 5. Amendment, Repeal, etc. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least two-thirds of the voting power of the then outstanding shares entitled to vote thereon pursuant to Article IV, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article V.

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ARTICLE VI

Stockholder Action

Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders. Special meetings of stockholders of the Corporation may be called only by the Chairman of the Board of Directors or by the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least two-thirds of the voting power of the then outstanding shares entitled to vote thereon pursuant to Article IV, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article VI.

ARTICLE VII

By-law Amendments

The Board of Directors shall have the power to make, alter, amend or repeal the By-laws of the Corporation by such vote as may be specified therein. The affirmative vote of the holders of two-thirds or more of the voting power of the then outstanding shares entitled to vote thereon pursuant to Article IV, voting together as a single class, shall be required for the stockholders to make, alter, amend or repeal the By-laws. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least two-thirds of the voting power of the then outstanding shares entitled to vote thereon pursuant to Article IV, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article VII.

ARTICLE VIII

No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. This paragraph shall not eliminate or limit the liability of a director for any act or omission occurring prior to the effective date of its adoption. If the General Corporation Law of the State of Delaware is hereafter amended to authorize corporate action further limiting or eliminating the personal liability of directors, then the liability of a director to the Corporation shall be limited or eliminated to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended from time to time. No repeal or modification of this Article VIII, directly or by adoption of an inconsistent provision of this Certificate of Incorporation, by the stockholders of the Corporation shall be effective with respect to any cause of action, suit, claim or other matter, that, but for this Article VIII, would accrue or arise prior to such repeal or modification.

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IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed on its behalf as of the date first written above.

CRANE COMPANY
By:	[•]
	Name: [•]
	Title: [•]

[Signature Page to the Amended and Restated Certificate of Incorporation of Crane Company]

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BY-LAWS OF

CRANE COMPANY

[•], [•]

ARTICLE I

DEFINITIONS, OFFICES

Section 1. Definitions. When used herein, “Corporation” shall mean this Corporation and “Board” shall mean the Board of Directors of the Corporation.

Section 2. Principal Office. The principal office of the Corporation shall be located in the City of Stamford, State of Connecticut.

Section 3. Other Offices. The Corporation may have and maintain such other business office or offices, either within or without the State of Connecticut, as the Board may from time to time determine.

Section 4. Registered Office. The registered office of the Corporation shall be at such address as the Board may from time to time determine.

ARTICLE II

STOCKHOLDERS

Section 1. Annual Meeting. The annual meeting of stockholders of the Corporation for the election of directors shall be held on such date and at such time as shall be designated from time to time by the Board. Any other proper business may be transacted at the annual meeting of the stockholders.

Section 2. Special Meetings. Special meetings of stockholders for any purpose may be called at any time only by a majority of the entire Board or by the Chairman of the Board.

A call for a special meeting of stockholders shall be in writing, filed with the Secretary of the Corporation, and shall specify the time and place of holding such meeting and the purpose or purposes for which it is called.

Section 3. Stockholder Action. Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

Section 4. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Connecticut, as shall be designated from time to time by the Board.

Section 5. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by law, written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to notice of and to vote at such meeting.

Attendance of a person at a meeting of stockholders, in person or by proxy, constitutes a waiver of notice of the meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 6. Record Dates. The Board may fix in advance a date, not more than sixty (60) nor fewer than ten (10) days prior to the date of any meeting of stockholders, nor more than sixty (60) days prior to the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case such stockholders and only such stockholders as shall be the stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

Section 7. Voting Lists. The officer or agent having charge of the transfer book for shares of stock of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares of stock of the Corporation registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting either on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. The list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder present. The original share or stock ledger or transfer book or a duplicate thereof, shall be the only evidence as to who are the stockholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of stockholders.

Section 8. Quorum. At any meeting of stockholders the holders of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes unless a greater or lesser quorum shall be provided by law or by the Certificate of Incorporation and in such case the representation of the number so required shall constitute a quorum. The stockholders present in person or by proxy at a meeting at which a quorum is present may continue to do business until adjournment, notwithstanding withdrawal of enough stockholders to leave less than a quorum.

Whether or not a quorum is present the meeting may be adjourned from time to time by a vote of the holders of a majority of the shares of stock of the Corporation present. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting if held at the time specified in the notice thereof.

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Section 9. Voting and Proxies. Each holder of common stock of the Corporation shall be entitled to one vote per share held of record upon each matter on which stockholders generally are entitled to vote.

At all meetings of stockholders, a stockholder entitled to vote may vote in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. Unless otherwise provided by law, all questions regarding the validity or sufficiency of the proxies shall be decided by the Secretary of the Corporation.

Except as provided in Section 3 of Article III of these By-laws, a nominee for director shall be elected if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that the directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which (i) the Secretary of the Corporation receives a notice that a stockholder has nominated a person for election to the Board in compliance with the advance notice requirements for stockholder nominees for director set forth in Section 12 of Article II of these By-laws and (ii) such nomination has not been withdrawn by such stockholder on or prior to the fourteenth (14th) day preceding the date the Corporation first mails its notice of meeting for such meeting to the stockholders.

All other action (unless a greater plurality is required by law or by the Certificate of Incorporation or by these By-laws) shall be authorized by a majority of the votes cast by the holders of shares of stock of the Corporation entitled to vote thereon, present in person or represented by proxy, and where a separate vote by class is required, by a majority of the votes cast by stockholders of such class, present in person or represented by proxy.

Section 10. Voting of Shares by Certain Holders.

(a) Shares of stock of the Corporation registered in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine.

(b) Shares of stock of the Corporation registered in the name of a deceased person may be voted by his administrator or his executor either in person or by proxy.

(c) Shares of stock of the Corporation registered in the name of a receiver may be voted by such receiver, and shares of stock of the Corporation held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name, if authority so to do be contained in an appropriate order of the court by which such receiver was appointed, and a certified copy of such order is filed with the Secretary of the Corporation before or at the time of the meeting.

(d) A stockholder whose shares of stock of the Corporation are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

(e) Shares of stock of the Corporation belonging to it shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time, but shares of stock of the Corporation held by it in a fiduciary capacity may be voted and shall be counted in determining the number of outstanding shares at any given time.

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Section 11. Inspectors. At each meeting of stockholders, the chairman of the meeting may appoint one or more inspectors of voting whose duty it shall be to receive and count the ballots and make a written report showing the results of the balloting.

Section 12. Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board at an annual meeting of stockholders or at any special meeting of stockholders called for the purpose of electing directors, may be made at such meeting (a) by or at the direction of the Board (or any duly authorized Committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 12 and on the record date for the determination of stockholders entitled to notice of and to vote at such annual or special meeting of stockholders and (ii) who complies with the notice procedures set forth in this Section 12.

In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholder’s notice to the Secretary of the Corporation must be delivered to, or be mailed and received at, the principal executive offices of the Corporation (a) in the case of an annual meeting of stockholders, not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting of stockholders is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than ninety (90) days prior to the date of the annual meeting of stockholders or, if later, the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting of stockholders was mailed or such public disclosure of the date of the annual meeting of stockholders was made, whichever first occurs; and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an annual or special meeting of stockholders called for the purpose of electing directors, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

To be in proper written form, a stockholder’s notice to the Secretary of the Corporation must set forth the following information:

(a) as to each person whom the stockholder proposes to nominate for election as a director: (i) the name, age, business address and residence address of such person; (ii) the principal occupation or employment of such person; (iii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether, and the extent to which, any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to shares of stock of the Corporation and copies of all agreements and other documents relating to each such derivative securities and other derivatives or similar

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arrangements and (D) whether, and the extent to which, any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to shares of stock of the Corporation and copies of all agreements and other documents relating thereto; (iv) a written questionnaire completed by on behalf of such person with respect to the background, qualification and experience of such person (which questionnaire shall be provided by the Secretary of the Corporation upon written request); (v) such person’s written representation and agreement that such person (A) is not, and will not become, a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question that has not been disclosed to the Corporation in such representation and agreement, (B) is not, and will not become, a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Corporation that has not been disclosed to the Corporation in such representation and agreement and (C) in such person’s individual capacity, would be in compliance, if elected as a director of the Corporation, and will comply with, all applicable publicly disclosed confidentiality, corporate governance, conflict of interest, Regulation FD, code of conduct and ethics, and stock ownership and trading policies and guidelines of the Corporation which are generally applicable to non-employee directors and (vi) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder; and

(b) as to the stockholder giving the notice, as well as the beneficial owner and any other person, if any, on whose behalf the nomination is being made, (i) the name and address of such person; (ii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by each such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of stock of the Corporation owned beneficially but not of record by each such person or any affiliates or associates of such person, and the number of shares of stock of the Corporation held by each such nominee holder, (C) whether, and the extent to which, any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of each such person, or any affiliates or associates of such person, with respect to shares of stock of the Corporation and copies of all agreements and other documents relating to each such derivative securities and other derivatives or similar arrangements and (D) whether, and the extent to which, any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to shares of stock of the Corporation and copies of all agreements and other documents relating thereto; (iii) a description of (A) all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any proposed nominee, or any affiliates or associates of such proposed nominee, (B) all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any other person or persons (including their names) pursuant to which the nomination(s) are being made by such person, or otherwise relating to the Corporation or their ownership of capital stock of the Corporation and (C) any

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material interest of such person, or any affiliates or associates of such person, in such nomination, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person; (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the annual or special meeting of stockholders to nominate the persons named in its notice and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director, if elected.

The notice must be accompanied by (x) a signed and notarized statement of the stockholder giving the notice certifying that, to the best of such person’s knowledge, (1) all information contained in the notice is true and complete in all respects, (2) the notice complies with this Section 12 and (3) such stockholder or beneficial owner and any other person, if any, will continue to hold all shares of stock of the Corporation referenced in Section 12(b)(ii)(A) through and including the time of the annual meeting of stockholders (including any adjournment or postponement thereof); and (y) a signed and notarized certificate of each person whom the stockholder proposes to nominate for election as a director certifying that, to the best of such person’s knowledge, the information contained in the notice regarding such proposed nominee and any affiliate or associate of such person is true and complete.

A stockholder providing notice of any nomination proposed to be made at an annual or special meeting of stockholders shall also confirm at the time of the notice that such stockholder agrees to (x) provide on behalf of each proposed nominee any such other information as the Corporation may reasonably request, promptly following receipt of any such request, to determine the qualifications of any such proposed nominee to serve as an independent director or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee and (y) further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 12 shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the annual or special meeting of stockholders, and such update and supplement shall be delivered to, or be mailed and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of such annual or special meeting of stockholders.

No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 12. If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman of the meeting shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

Section 13. Nature of Business to be Transacted at Meetings of Stockholders. Only such business (other than nominations for election to the Board, which must comply with the provisions of Section 12 of this Article) may be transacted at an annual meeting of stockholders as is either (a) specified in the notice of meeting (or any supplement or amendment thereto) given by or at the direction of the Board (or any duly authorized Committee thereof), (b) otherwise properly brought before the meeting by or at the direction of the Board (or any duly authorized Committee thereof), or (c) otherwise properly brought before the meeting by a stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 13 and on the record date for the determination of stockholders entitled to notice of and to vote at such annual meeting of stockholders and (ii) who complies with the notice procedures set forth in this Section 13.

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In addition to any other applicable requirements, for business to be properly brought before an annual meeting of stockholders by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholder’s notice to the Secretary of the Corporation must be delivered to, or be mailed and received at, the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting of stockholders is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than ninety (90) days prior to the date of the annual meeting of stockholders or, if later, the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting of stockholders was mailed or such public disclosure of the date of the annual meeting of stockholders was made, whichever first occurs. In no event shall the adjournment or postponement of an annual meeting of stockholders, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

To be in proper written form, a stockholder’s notice to the Secretary of the Corporation must set forth the following information:

(a) as to each matter such stockholder proposes to bring before the annual meeting of stockholders, a brief description of the business desired to be brought before the annual meeting of stockholders and the proposed text of any proposal regarding such business (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend these By-laws, the text of the proposed amendment), and the reasons for conducting such business at the annual meeting of stockholders, and

(b) as to the stockholder giving the notice, as well as the beneficial owner and any other person, if any, on whose behalf the proposal is being made, (i) the name and address of such person; (ii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to shares of stock of the Corporation and copies of all agreements and other documents relating to each such derivative securities and other derivatives or similar arrangements and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to shares of stock of the Corporation and copies of all agreements and other documents relating thereto; (iii) a description of all agreements, arrangements, or understandings (whether written or oral) between or among such person, or any affiliates or associates of such person, and any other person or persons (including their names) in connection with or relating to (A) the Corporation or (B) the proposal, including any material interest in, or anticipated benefit from the proposal to such person, or any affiliates or associates of such person; (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the annual meeting of stockholders to bring such business before the meeting and (v) any other information relating

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to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by such person with respect to the proposed business to be brought by such person before the annual meeting of stockholders pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder.

The notice must be accompanied by a signed and notarized statement of the stockholder giving the notice certifying that, to the best of such person’s knowledge, (1) all information contained in the notice is true and complete in all respects, (2) the notice complies with this Section 13 and (3) such stockholder or beneficial owner and any other person, if any, will continue to hold all shares referenced in Section 13(b)(ii)(A) through and including the time of the annual meeting of stockholders (including any adjournment or postponement thereof).

A stockholder providing notice of business proposed to be brought before an annual meeting of stockholders shall also confirm at the time of the notice that such stockholder agrees to further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 13 shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the annual meeting of stockholders and such update and supplement shall be delivered to, or be mailed and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of the annual meeting of stockholders.

No business shall be conducted at an annual meeting of stockholders except business brought before the annual meeting of stockholders in accordance with the procedures set forth in this Section 13; provided, however, that, once business has been properly brought before the annual meeting of stockholders in accordance with such procedures, nothing in this Section 13 shall be deemed to preclude discussion by any stockholder of any such business. If the chairman of the meeting determines that business was not properly brought before the annual meeting of stockholders in accordance with the foregoing procedures, the chairman of the meeting shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

Nothing contained in this Section 13 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision of law).

ARTICLE III

DIRECTORS

Section 1. Number. The business and affairs of the Corporation shall be managed under the direction of the Board which shall consist of not less than three nor more than fifteen (15) persons. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by the Board pursuant to a resolution adopted by a majority of the entire Board.

Section 2. Election. The directors elected at each annual meeting of stockholders shall hold office for a term expiring at the next annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal.

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Section 3. Newly Created Directorships and Vacancies. Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled only by a majority vote of the directors then in office, even if less than a quorum, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.

Section 4. Removal. Any director may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of the shares then entitled to vote at an election of directors, voting together as a single class.

Section 5. Regular Meetings. The regular annual meeting of the Board shall be held at such time and place as the Board may from time to time determine by resolution without other notice than as set forth in such resolution.

The regular monthly meetings of the Board shall be held at such time and place as the Board may from time to time determine by resolution.

The Board may by resolution change the times and places, either within or without the State of Connecticut, for the holding of such regular monthly meetings, and such times and places for the holding of other regular meetings without notice other than such resolution.

Section 6. Special Meetings. Special meetings of the Board may be held at any time on the call of the Chairman of the Board or at the request in writing or by electronic transmission of a majority of the directors. Special meetings of the Board may be held at such place, either within or without the State of Connecticut, as shall be specified or fixed in the call for such meeting or notice thereof.

Section 7. Notice of Special Meetings. Notice of each special meeting shall be deposited in the United States mail by or at the direction of the Secretary of the Corporation to each director addressed to him at his residence or usual place of business at least seventy-two (72) hours before the day on which the meeting is to be held, or shall be sent to him by electronic means, be delivered personally, or be given orally at least twenty-four (24) hours before the day on which the meeting is to be held, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If the Secretary of the Corporation shall fail or refuse to give any such notice, then notice may be given by the officer or any one of the directors making the call.

Notice may be waived in writing or by electronic transmission by any director, either before or after the meeting. Any meeting of the Board shall be a legal meeting without any notice thereof having been given if all directors shall be present thereat, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, and any and all business may be transacted thereat.

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Section 8. Quorum. A majority of the members of the Board then in office, or of a Committee thereof, shall constitute a quorum for the transaction of business, except that the presence of the Chairman of the Board shall be necessary to constitute a quorum of the Executive Committee of the Board, and the vote of a majority of the members present at a meeting at which a quorum is present shall be the act of the Board or of the Committee thereof, except for the amendment of the By-laws which shall require the vote of not less than a majority of the members of the Board then in office.

Section 9. Action without a Meeting. Action required or permitted to be taken pursuant to authorization voted at a meeting of the Board, or a Committee thereof, may be taken without a meeting if, before or after the action, all members of the Board or of the Committee consent thereto in writing or by electronic transmission. The writing or writings or electronic transmission or transmissions shall be filed with the minutes of the proceedings of the Board or Committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. The consent shall have the same effect as a vote of the Board or Committee thereof for all purposes.

Section 10. The Chairman of the Board. A Chairman of the Board shall be elected by the Board from among its members for a prescribed term and may, or may not be, at the discretion of the Board, an employee or an officer of the Corporation. The Chairman of the Board shall perform such duties as shall be prescribed by the Board and, when present, shall preside at all meetings of the stockholders and the Board. In the absence or disability of the Chairman of the Board, the Board shall designate a member of the Board to serve as Chairman of the Board and such designated Board member shall have the powers to perform the duties of the office; provided, however, that if the Chairman of the Board shall so designate or shall be absent from a meeting of stockholders, the President shall preside at such meeting of stockholders.

Section 11. Organization. At all meetings of the Board the Chairman of the Board, or in his absence a member of the Board to be selected by the members present, shall preside as chairman of the meeting. The Secretary or an Assistant Secretary of the Corporation shall act as secretary of all meetings of the Board, except that in their absence the chairman of the meeting may designate any other person to act as secretary.

Section 12. Compensation. In the discretion of the Board, directors may be paid a fixed annual fee, in an amount to be determined by the Board, payable in convenient installments in cash or securities. In addition directors may be paid a fixed fee payable in cash or securities for attendance at meetings and reimbursed for expenses incurred in such attendance or otherwise in performance of duties as directors. Members of Committees may be paid compensation for service as Committee members. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 13. Presence at Meeting. A member of the Board or of a Committee designated by the Board may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and be heard by each other. Participation in this manner constitutes presence in person at the meeting.

Section 14. Executive Committee. The Board, by resolution adopted by a majority of the entire Board, may designate two or more directors to constitute an Executive Committee, which Committee, to the extent provided in such resolution or in these By-laws, shall have and exercise all of the authority of the Board in the management of the Corporation provided the Executive Committee shall not have the authority of the Board in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation involving the Corporation, recommending to the stockholders the sale, lease, or exchange of all or substantially all of the property and assets of the Corporation, recommending to the stockholders a dissolution of the Corporation or a revocation thereof, filling vacancies on the Board or on any Committee of the Board (including the Executive Committee),

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amending, altering or repealing any By-laws of the Corporation, electing or removing officers of the Corporation, fixing the compensation of any member of the Executive Committee or amending, altering or repealing any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by the Executive Committee.

Section 15. Committees of the Board. The Board may designate one or more other Committees, each consisting of one or more directors of the Corporation as members and one or more directors as alternate members, with such power and authority as prescribed by the By-laws or as provided in a resolution adopted by a majority of the Board. Each Committee, and each member thereof, shall serve at the pleasure of the Board.

ARTICLE IV

OFFICERS

Section 1. Officers; Number. The officers of the Corporation shall be a President, one or more Executive Vice Presidents, Senior Vice Presidents and/or Vice Presidents, a Secretary, a Treasurer, a Controller, and such other subordinate corporate or divisional officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article. The Board may designate a variation in the title of any officer. Any two or more offices may be held by the same person except the offices of President and Secretary. In its discretion, the Board may leave unfilled, for any such period as it may fix by resolution, any corporate office, except those of President, Secretary and Treasurer.

Section 2. Election, Term of Office and Qualifications. The officers of the Corporation shall be elected annually by the Board at the first meeting of the Board held after the annual meeting of stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as the same can conveniently be held. Each officer, except such officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article, shall hold his office until his successor shall have been duly elected and shall have qualified or until his death, resignation or removal.

Section 3. Subordinate Officers.

(a) Subordinate Corporate Officers. The Board may annually appoint one or more Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, Assistant Controllers, Auditors or Assistant Auditors, and such other subordinate corporate officers and agents as the Board may determine, to hold office as subordinate corporate officers for such period and with such authority and to perform such duties as may be prescribed by these By-laws or as the Board may from time to time determine. The Board may, by resolution, empower the President to appoint any such subordinate corporate officers or agents to hold office for such period and to perform such duties as may be prescribed in said resolution.

(b) Divisional Officers. The Board or the President may from time to time appoint employees of the Corporation as divisional officers who shall have such operating and divisional responsibilities as may be designated by the President. Such divisional officers shall not be corporate officers and shall serve at the discretion of, under the direction of, and subject to removal by, the President.

Section 4. Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Board or to the Chairman of the Board or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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Section 5. Removal. Any of the officers designated in Section 1 of this Article may be removed at any time by the Board, by the vote of a majority of the total number of directors then in office. Any subordinate corporate officer appointed in accordance with Section 3 of this Article may be removed by the Board at any time by a majority vote of the directors present at any meeting of the Board at which a quorum is present, or by any superior officer upon whom such power of removal has been conferred by resolution of the Board. Any divisional officer appointed in accordance with Section 3 of this Article may be removed by the President at any time and at his sole discretion or by any superior officer upon whom the power of removal has been conferred by the President. The removal of any officer, subordinate officer or agent shall be without prejudice to the contract rights, if any, of the person so removed.

Section 6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled for the unexpired portion of the term in the same manner in which an officer may be chosen to fill said office pursuant to Section 2 or Section 3 of this Article, as the case may be.

Section 7. Bonds. If the Board shall so require, any officer or agent of the Corporation shall give bond to the Corporation in such amount and with such surety as the Board may deem sufficient, conditioned upon the faithful performance of their respective duties and offices.

Section 8. The President. The Board shall elect a President who shall be the Chief Executive Officer of the Corporation. He shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the Board to delegate any specific powers, except such as may be by law exclusively conferred upon the President, to any officer or officers of the Corporation. All papers, documents, deeds, and other instruments required to be executed by the Corporation shall be signed and executed for the Corporation by the President when directed by, and in the manner prescribed by, the Board. He shall have the general powers and duties of supervision and management which are typically vested in the Chief Executive Officer of a corporation.

Section 9. Executive Vice Presidents, Senior Vice Presidents and Vice Presidents.

(a) Executive Vice Presidents and Senior Vice Presidents shall have supervision over all such matters, other officers of the Corporation, including Vice Presidents, and in the case of Executive Vice Presidents, Senior Vice Presidents, and other employees as may be designated or assigned to them by the President, and shall perform such duties as the Board may designate or as may be assigned to them by the President. Whenever the term “Vice President” is used in any other Article of these By-laws, it shall be deemed to include Executive Vice Presidents and Senior Vice Presidents.

(b) The Vice Presidents shall perform such duties as the Board may designate or may be assigned to them by the President.

Section 10. Treasurer. The Treasurer shall:

(a) Subject to the supervision and direction of the Vice President—Finance, have the custody of all moneys, notes, bonds, securities and other evidences of indebtedness belonging to the Corporation, and shall keep full and accurate accounts of all moneys and securities received and of all moneys paid by him on account of the Corporation. He shall daily deposit all moneys, checks and drafts received to the credit and in the name of the Corporation, in such banks or other depositories as shall from time to time be authorized, approved or directed by the President, the Vice President—Finance, or the Board, and shall, on behalf of the Corporation, endorse for deposit or collection, checks, notes, drafts and other obligations, provided, however, that checks of the United States Government or of any state or

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municipal government, which may be received by any division of the Corporation, may be endorsed for deposit by the local manager of the division receiving the check, and provided further, however, that checks, warrants, drafts, notes and other negotiable instruments, which may be received by any division of the Corporation, may be endorsed by the local manager in the name of the Corporation for collection or deposit by or in the local bank authorized to carry the local accounts.

(b) Disburse the funds of the Corporation as may be ordered by the Board.

(c) Furnish to the Board, to the President and to such other officers as the Board may designate, at such times as may be required, an account of all his transactions as Treasurer.

(d) Perform such other duties pertaining to the business of the Corporation as shall be directed or required by the President, the Vice President—Finance, or the Board and, subject to the control of the Vice President—Finance, the Board and these By-laws, perform all acts incident to the office of the Treasurer.

(e) Give such bond of the faithful discharge of his duties as the Board may require.

The books and papers of the Treasurer shall at all times be open to the inspection of the President and each member of the Board.

Section 11. Secretary. The Secretary of the Corporation shall:

(a) Attend all meetings of the stockholders and of the Board, and keep the minutes of such meetings in one or more books provided for that purpose.

(b) Give, or cause to be given, all notices in accordance with the provisions of these By-laws, or as required by law.

(c) Have custody of the corporate records and of the seal of the Corporation and have authority to affix or impress the seal of the Corporation or a facsimile thereof on all certificates for shares of stock of the Corporation prior to the issue thereof, and all documents, the execution of which on behalf of the Corporation under its seal, is duly authorized.

(d) Sign with the President or a Vice President certificates for shares of stock of the Corporation, the issue of which shall have been authorized by resolution of the Board.

(e) See that the reports, statements, certificates and all other documents and records required by law are properly made, kept and filed.

(f) In general, perform all other duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or the Board.

Section 12. Controller. The Controller shall:

(a) Maintain adequate records of all assets, liabilities and transactions of this Corporation; see that adequate audits thereof are currently and regularly made; and in conjunction with other officers and department heads initiate and enforce internal controls over financial reporting. His duties and powers shall extend to all subsidiary corporations and to all affiliated corporations.

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(b) Prepare and furnish such reports and financial statements covering results of operations of the Corporation as shall be required of him by the President or the Board. Prepare and furnish such reports and statements showing the financial condition of the Corporation as shall be required of him by the President or the Board, and have the primary responsibility for the preparation of financial reports to the stockholders.

(c) Perform such other duties pertaining to the business of the Corporation as shall be directed or required by the President or the Board and, subject to the control of the President, the Board and these By-laws, perform all acts incident to the office of the Controller.

The books, records and papers of the Controller shall at all times be open to the inspection of the President and each member of the Board.

Section 13. Assistant Treasurers. If one or more Assistant Treasurers shall be elected or appointed pursuant to the provisions of Section 3 of this Article, then in the absence or disability of the Treasurer, the Assistant Treasurers shall perform all the duties of the Treasurer, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Treasurer. Any such Assistant Treasurer shall perform such other duties as from time to time may be assigned to him by the Board or any superior officer.

Section 14. Assistant Secretaries. If one or more Assistant Secretaries shall be elected or appointed pursuant to the provisions of Section 3 of this Article, then in the absence or disability of the Secretary, the Assistant Secretaries shall perform the duties of the Secretary, and when so acting shall have all the powers of, and be subject to all the restrictions imposed upon, the Secretary. Any such Assistant Secretary shall perform such other duties as from time to time may be assigned to him by the Board or any superior officer.

Section 15. Compensation. The compensation of the officers shall be fixed from time to time by the Board; provided that the Board may authorize any officer or Committee to fix the compensation of officers and employees. No officer shall be prevented from receiving such compensation by reason of the fact that he is also a director of the Corporation.

ARTICLE V

CAPITAL STOCK

Section 1. Certificates of Stock. Shares of capital stock of the Corporation may be certificated or uncertificated, as provided under relevant provisions of the Delaware General Corporation Law and resolutions duly adopted by the Board. Any certificates representing shares of stock of the Corporation which may be issued shall be in such form as shall be approved by the Board and shall be signed by, or in the name of, the Corporation by any two authorized officers of the Corporation.

Any or all of the signatures on a certificate may be facsimiles. The validity of any stock certificate of the Corporation signed and executed by or in the name of duly qualified officers of the Corporation shall not be affected by the subsequent death, resignation, or the ceasing for any other reason of any such officer to hold such office, whether before or after the date borne by or the actual delivery of such certificate.

The name of the person owning the shares of stock of the Corporation represented by certificates, with the number of such shares and the date of issue, shall be entered on the Corporation’s capital stock records.

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All certificates surrendered to the Corporation shall be cancelled, and no new certificates shall be issued nor shall a record be made regarding the issuance of uncertificated shares of stock of the Corporation until the former certificate for the same number of shares of stock of the Corporation shall have been surrendered and cancelled except in case of a lost or destroyed certificate.

The Corporation may treat the holder of record of any share or shares of stock of the Corporation, whether the shares are issued in certificated or uncertificated form, as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to interest in any such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by law.

Section 2. Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate for shares of stock of the Corporation, or record the issuance of uncertificated shares of stock of the Corporation, in place of a certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board may require the owner of the lost or destroyed certificate, or his legal representative, to give the Corporation a bond in form satisfactory to the Corporation sufficient to indemnify the Corporation, its transfer agents and registrars against any claim that may be made against them on account of the alleged lost or destroyed certificate or the issuance of such a new certificate or the recording of the issuance of uncertificated shares.

Section 3. Transfer of Shares. The Board, at its option, may appoint a transfer agent and registrar, or one or more transfer agents and one or more registrars, or either, for the shares of stock of the Corporation. Shares of stock of the Corporation shall be transferable in the manner prescribed by applicable law and these By-laws. Subject to any restrictions on transfer imposed at the time of issuance, as such restrictions may be modified by the Board or to comply with applicable law, uncertificated shares shall be transferable upon proper instructions from the holder or a duly authorized attorney, and certificated shares shall be transferable by the owner thereof in person or by a duly authorized attorney, upon surrender of the certificates therefor properly endorsed, in each case with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require. Any transfer effected in accordance with these By-laws shall be so reflected on the books of the Corporation.

Section 4. Regulations. The Board shall have power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration of certificates for shares of the capital stock of the Corporation or the issue, transfer and registration of any such shares in uncertificated form.

ARTICLE VI

EXECUTION OF INSTRUMENTS ON BEHALF OF THE CORPORATION

Section 1. Contracts. Except as herein provided, all contracts of the Corporation shall be signed in the name of the Corporation, by the President, a Vice President or the Treasurer, and, if required, sealed with the Corporate Seal and attested by the Secretary or an Assistant Secretary of the Corporation.

Bids and contracts for the purchase or sale of merchandise in the ordinary course of business of the Corporation or any of its divisions, together with bonds given to secure the performance thereof, shall be executed in the name of the Corporation or in an authorized divisional name by an officer authorized to sign contracts as above specified in this Section 1, or, if relating to the business of a division, by an Officer, Manager or Assistant Manager of such division.

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Section 2. Bills of Exchange, Promissory Notes, Bonds or Other Evidence of Indebtedness of the Corporation, Bonds of Indemnity, and Securities Received. All bills of exchange, promissory notes, bonds, or other evidences of indebtedness of the Corporation shall be signed in the name of the Corporation by the President, or a Vice President, and shall be countersigned by the Treasurer or by an Assistant Treasurer.

All forms of bonds of indemnity, the execution of which is required of the Corporation, shall be signed in the name of the Corporation by the President, a Vice President, the Treasurer or an Assistant Treasurer, and shall be countersigned by the Secretary or an Assistant Secretary of the Corporation.

Any securities received by the Corporation in settlement or for security for the payment of any indebtedness due the Corporation may be sold, assigned, transferred and delivered by the President, a Vice President or the Treasurer, and all instruments of conveyance, assignment or transfer thereof shall be executed in the name of the Corporation by such officers, attested by the Secretary or an Assistant Secretary of the Corporation, and the corporate seal attached.

Section 3. Checks and Accounts. All checks shall be signed by either the President, a Vice President, the Treasurer or an Assistant Treasurer, the Controller or Assistant Controller and also signed by either the Controller or an Assistant Controller, an Auditor or an Assistant Auditor, the Secretary or an Assistant Secretary of the Corporation, and no other person or persons shall be authorized to sign checks upon or against the funds of the Corporation except as hereinafter provided.

Checks drawn for the payment of dividends on shares of stock of the Corporation, and such other checks as may be designated in writing by the President, together with a Vice President or the Treasurer, may bear facsimile signatures, provided, however, that for the purpose of transfer ring funds between banks in which the Corporation has monies on deposit, the Treasurer or an Assistant Treasurer may direct or authorize the use of checks payable to a depository bank for credit of the Corporation, which checks shall have plainly printed upon their face “Depository Transfer Check” and shall require no signature other than the printed name of the Corporation.

The respective Officers, Managers or Assistant Managers, Credit Managers or Credit Supervisors of the Corporation’s Divisions, are authorized to file claims for and to collect on behalf of the Corporation any amounts due for merchandise sold or invoiced from such divisions, and in the name of the Corporation, or in an authorized divisional name, to give proper receipts, releases and waivers of mechanics’ and materialmen’s liens in connection therewith.

Section 4. Conveyances, Leases, Releases and Satisfaction of Judgment and Mortgages. All conveyances, leases and releases and satisfactions of judgment and mortgages shall be signed in the name of the Corporation by the President, a Vice President or the Treasurer, sealed with the corporate seal and attested by the Secretary or an Assistant Secretary of the Corporation.

Section 5. Other Instruments. All other instruments not hereinabove specifically designated shall be signed in the name of the Corporation by the President, a Vice President, or Treasurer, and, if required, sealed with the corporate seal and attested by the Secretary or an Assistant Secretary of the Corporation, provided, however, that notwithstanding the provisions contained in these By-laws, the Board may at any time direct the manner in which and the person by whom any particular instrument, contract or obligation, or any class of instruments, contracts or obligations of the Corporation may and shall be executed.

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Section 6. Miscellaneous. Whenever the Board directs the execution of an instrument, contract or obligation and does not specify the officer who shall execute the same, it shall be executed as hereinabove provided.

ARTICLE VII

CORPORATE SEAL

The corporate seal of the Corporation shall have inscribed thereon the name of the Corporation and the words “Corporate Seal-2022-Delaware.” Said seal may be used by causing it or a facsimile or equivalent thereof to be impressed or affixed or reproduced, and shall be in the custody of the Secretary of the Corporation. If and when so directed by the Board, a duplicate of the seal may be kept and used by the Treasurer, or by any Assistant Treasurer or Assistant Secretary of the Corporation.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 1. Dividends. Dividends upon the outstanding shares of stock of the Corporation may be paid from any source permitted by law. Dividends may be declared at any regular or special meeting of the Board (or any action by written consent in lieu thereof in accordance with Section 9 of Article III of these By-laws) and may be paid in cash, in property or in the form of a capital stock dividend.

Section 2. Fiscal Year. The fiscal year of the Corporation shall end on the 31st day of December each year, unless otherwise provided by resolution of the Board.

Section 3. Stock in other Corporations. Any shares of stock in any other corporation which may from time to time be held by the Corporation may be represented and voted at any meeting of stockholders of such corporation by the President of the Corporation or by any other person or persons thereunto authorized by the Board, or by any proxy designated by written instrument of appointment executed in the name of the Corporation either by the President, or a Vice President, and attested by the Secretary or an Assistant Secretary of the Corporation.

Shares of stock in any other corporation which shares are owned by the Corporation need not be held in its name, but may be held for its benefit in the individual name of the President or of any other nominee designated for the purpose by the Board. Certificates for shares so held for the benefit of the Corporation shall be endorsed in blank, or have proper stock powers attached so that said certificates are at all times in due form for transfer, and shall be held for safekeeping in such manner as the Board shall from time to time determine.

Section 4. Selection of Auditors. The directors shall select independent auditors to audit the books and records of the Corporation for the current fiscal year, subject to the approval of the stockholders at the annual meeting of stockholders. Should the auditors resign, be removed for good cause shown, or otherwise fail to serve during or with respect to said year, a majority of the directors shall select a substitute firm of auditors to serve with respect to said year.

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ARTICLE IX

INDEMNIFICATION

Section 1. Actions, Suits or Proceedings other than by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was or has agreed to become a director or officer of the Corporation, or is or was serving or who has agreed to serve at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent not prohibited by applicable law, against costs, charges, expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful. The Corporation shall have the power to indemnify its other officers, employees and other agents as set forth in the DGCL or other applicable law.

Section 2. Actions or Suits by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was or has agreed to become a director or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent not prohibited by applicable law, against costs, charges, expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such costs, charges, and expenses which the Court of Chancery or such other court shall deem proper.

Section 3. Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding the other provisions of this Article, to the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise, in defense of any action, suit or proceeding referred to in Section 1 and Section 2 of this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against all costs, charges and expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section 4. Determination of Right to Indemnification. Any indemnification under this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer of the Corporation, or a person who has agreed to become a director or officer of the Corporation, or is or was serving or who has agreed to serve at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article, as the case may be. Such determination shall be made, with respect to a person who is a director or officer of the Corporation at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation.

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Section 5. Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees) incurred by a director or officer of the Corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so advanced in the event it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Corporation as authorized in this Article. Such costs, charges and expenses (including attorneys’ fees) incurred by former directors and officers or by persons serving at the request of the Corporation as directors or officers of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Section 6. Procedure for Indemnification. Any indemnification under Section 1, Section 2 or Section 3 of this Article, or advance of costs, charges and expenses under Section 5 of this Article, shall be made promptly, and in any event within sixty (60) days, upon the written request of the director or officer. The right to indemnification or advances as granted by this Article shall be enforceable by the director or officer in any court of competent jurisdiction, if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within sixty (60) days. Such person’s costs, charges and expenses incurred in connection with successfully establishing right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 5 of this Article where the required undertaking, if any, has been received by the Corporation) that the claimant has not met the standard of conduct set forth in Section 1 or Section 2 of this Article, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article, nor the fact that there has been an actual determination by the Corporation (including its Board, its independent legal counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 7. Other Rights; Continuation of Right to Indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation or these By-laws or any law (common or statutory), agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding office or while employed by or acting as agent for the Corporation, and shall continue as to a person who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of such person. All rights to indemnification or to advancement of expenses arising under a provision of the Certificate of Incorporation or these By-laws shall not be eliminated or impaired by an amendment to or repeal or elimination of the Certificate of Incorporation or these By-laws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred. The provisions of this Article shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or Section 2 of this Article but whom the Corporation has the power or obligation to indemnify, under the provisions of the DGCL, or otherwise.

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Section 8. Insurance. The Corporation shall purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director or officer of the Corporation, or is or was serving or who has agreed to serve at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article, provided that such insurance is available on acceptable terms, which determination shall be made by a vote of a majority of the entire Board.

Section 9. Savings Clause. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, any portion of this Article so invalidated shall be severable and such invalidity shall not by itself render any other portion of this Article invalid, and the Corporation shall nevertheless indemnify each director or officer of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the full extent permitted by applicable law.

Section 10. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article to directors and officers of the Corporation.

ARTICLE X

AMENDMENTS

Except as otherwise required by law or the Certificate of Incorporation, these By-laws may be amended or repealed, and new By-laws may be adopted, either by the affirmative vote of two-thirds of the shares of stock of the Corporation outstanding and entitled to vote thereon, voting together as a single class, or by the affirmative vote of a majority of the Board then in office.

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EX-10.1

Exhibit 10.1

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of [•], by and between Crane NXT, Co., a Delaware corporation (“Crane NXT”) and Crane Company, a Delaware corporation (“Crane Company”) (each a “Party” and together, the “Parties”). All capitalized terms used but not defined in this Agreement shall have the meanings assigned to them in the Separation and Distribution Agreement (defined below).

RECITALS

WHEREAS, Crane Holdings Co. (now known as Crane NXT, Co.) and Crane Company have entered into that certain Separation and Distribution Agreement, dated as of [•] (the “Separation and Distribution Agreement”), pursuant to which, in accordance with the Internal Reorganization, Crane Holdings Co. was separated into two separate, independent, publicly-traded companies: (i) one comprising the P&M Technologies Business, which continues to be owned and conducted, directly or indirectly, by Crane NXT (formerly known as Crane Holdings Co.); and (ii) one comprising the Other Businesses, which is owned and conducted directly or indirectly by Crane Company, all of the common stock of which was distributed to the Crane Holdings Co. stockholders; in each of the foregoing, all on the terms and conditions set forth in the Separation and Distribution Agreement; and

WHEREAS, in connection with the transactions contemplated by the Separation and Distribution Agreement, Crane Company agreed to provide to Crane NXT certain services during a transition period commencing as of the Effective Time, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS & INTERPRETATION

Section 1.1 General. As used in this Agreement, the following terms shall have the meanings set forth in the following Sections. All capitalized terms used but not defined in this Agreement shall have the meanings assigned to them in the Separation and Distribution Agreement.

“Additional Services”	Section 2.1(d)	“Personnel”	Section 3.5(a)
“Agreement”	Preamble	“Project Manager”	Section 2.5(a)
“Crane Company”	Preamble	“Reference Period”	Section 2.1(d)
“Crane NXT”	Preamble	“Schedule” and “Schedules”	Section 2.1(a)
“Delaware Courts”	Section 8.15(b)	“Service” and “Services”	Section 2.1(a)
“Fees”	Section 3.2(a)	“Service Period”	Section 4.1
“Force Majeure Events”	Section 5.1	“Service Provider” and “Service Providers”	Section 2.1(a)
“Indemnified Parties”	Section 6.3(a)	“Service Recipient” and “Service Recipients”	Section 2.1(a)
“Indemnifying Party”	Section 6.3(a)	“Separation and Distribution Agreement”	Recitals
“Networks”	Section 3.5(a)	“Term”	Section 4.1
“Party” and “Parties”	Preamble

ARTICLE II

AGREEMENT TO PROVIDE AND ACCEPT SERVICES

Section 2.1 Provision of Services.

(a) On the terms and subject to the conditions contained in this Agreement and on the schedules hereto (each a “Schedule” and collectively, the “Schedules”), Crane Company shall provide, or shall cause its Affiliates or Third Parties designated by it (such designated Affiliates and Third Parties, together with Crane Company, in its role as a service provider, referred to, each individually, as a “Service Provider” and, collectively, as the “Service Providers”) to provide to the Crane NXT Group (the members of such group in their role as a service recipient referred to, each individually, as a “Service Recipient” and, collectively, as the “Service Recipients”) the services set forth on Schedules 1-[•] (each a “Service” and collectively, the “Services”).

(b) Crane Company, in its role as Service Provider, shall make, in its sole discretion, any decisions as to which of the Service Providers (including the decisions to use Third Parties as designee Service Providers) shall provide each of the Services; provided, that Crane Company shall remain liable for the acts and omissions of Services Providers designated by it in relation to provision of Services under, and compliance with, this Agreement.

(c) Each Service shall be provided in exchange for the consideration for the applicable Fee.

(d) If, within ninety (90) days following the Effective Time, a Service Recipient identifies a service that a Service Provider provided to it at any time during the twelve (12) month period prior to the Effective Time (the “Reference Period”), and such service (i) is not required to be provided to Service Recipient under Schedules 1-[•] or any other Ancillary Agreements, and (ii) is reasonably required by the Service Recipient in order to continue to operate the P&M Technologies Business, in substantially the same manner in which the P&M Technologies Business was operated prior to the Effective Time, the Service Recipient may request that the Service Provider provide, or cause to be provided, such requested services (such additional service, an “Additional Service”). The Service Provider shall negotiate with the Service Recipient in good faith to provide, or to cause to be provided, such requested Additional Service on commercially reasonable terms consistent with the principles (including calculation methodology for applicable Fees) underlying the service terms of the Services. In the event that the Parties reach an agreement with respect to providing such Additional Services, the Parties shall amend the applicable Schedules in writing to include such Additional Services (including the incremental Fees and service period with respect to such Additional Services), and such Additional Services shall be deemed Services under this Agreement from the date of such amendment.

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Section 2.2 Reliance. The Service Providers shall be entitled to rely upon the genuineness, validity or truthfulness of any document, instrument or other writing presented by the Service Recipients in connection with this Agreement. No Service Provider shall be liable for any impairment of any Service to the extent caused by its not receiving information, either timely or at all, or by its receiving inaccurate or incomplete information from the Service Recipients that is required or reasonably requested regarding that Service, provided that the Service Provider has notified the Service Recipient of the inadequacy of the information (solely to the extent the Service Provider has actual knowledge of such inadequacy) and used commercially reasonable efforts to provide such Service despite such inadequacy.

Section 2.3 Cooperation.

(a) The Service Providers and the Service Recipients shall, and shall cause their respective Affiliates to, cooperate with each other in all reasonable respects in matters relating to the provision and receipt of the Services.

(b) The applicable Service Recipient shall (i) make available on a timely basis to the Service Providers all information and materials reasonably requested by such Service Providers to enable such Service Providers to provide the applicable Services, and (ii) provide to the Service Providers reasonable access to the premises of the applicable Service Recipient and any of its Affiliates to the extent necessary for such Service Providers to provide the applicable Services to the Service Recipient; provided, that such access shall be subject to the Service Recipient’s reasonable and applicable policies and procedures that are provided to the applicable Service Provider in advance.

Section 2.4 Disclaimer of Warranty.

(a) EACH OF CRANE NXT (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE CRANE NXT GROUP) AND CRANE COMPANY (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE CRANE COMPANY GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER OF THE PARTIES MAKES ANY REPRESENTATIONS OR WARRANTIES IN ANY WAY, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES (EXPRESS OR IMPLIED, INCLUDING WITH REGARD TO QUALITY, PERFORMANCE, NON-INFRINGEMENT, ENFORCEABILITY, NON-DILUTION, VALIDITY, OR COMMERCIAL UTILITY), AS TO THE SERVICES CONTEMPLATED HEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH, OR ANY OTHER MATTER CONCERNING ANY ASSETS OR BUSINESS OF SUCH PARTY. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR FOREIGN LAWS), ARE HEREBY DISCLAIMED.

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(b) Each of Crane NXT (on behalf of itself and each member of the Crane NXT Group) and Crane Company (on behalf of itself and each member of the Crane Company Group) further understands and agrees that if: (i) the disclaimer of express or implied representations and warranties contained in Section 2.4(a) is held unenforceable or is unavailable for any reason under the Laws of any jurisdiction outside the United States; or (ii) under the Laws of a jurisdiction outside the United States, both Crane NXT or any member of the Crane NXT Group, on the one hand, and Crane Company or any member of the Crane Company Group, on the other hand, are jointly or severally liable for any Crane NXT Liability or any Crane Company Liability, respectively; then the Parties intend and agree that, notwithstanding any Law or provision to the contrary under the Laws of such applicable foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties, allocation of Liabilities among the Parties and their respective Affiliates, releases, indemnification and contribution of Liabilities) shall prevail for any and all purposes among the Parties and their respective Affiliates.

Section 2.5 Governance.

(a) Each Party shall designate an individual to serve as a project manager for such Party (a “Project Manager”). The Project Manager for each Party shall facilitate day-to-day communications and orderly provision and receipt of the Services under and in accordance with this Agreement. Each Party must promptly designate a replacement Project Manager in the event that its Project Manager is no longer employed by a Party or is unable to continue his or her role as a Project Manager.

Section 2.6 Personnel. The Service Provider shall have the right to determine the personnel, assets, and other resources used to provide the Services, as well as the manner in which Service Provider provides the Services. The Service Recipients shall comply with all applicable Laws in connection with its receipt of the Services.

ARTICLE III

TERMS AND CONDITIONS; PAYMENT

Section 3.1 Terms and Conditions of Services.

(a) Unless otherwise agreed by the Parties in writing, (i) the Service Providers shall be required to perform the Services using substantially the same quality, efficiency and standard of care as used in performing such Services during the Reference Period, and (ii) the Services shall be used by the Service Recipients for substantially the same purposes and in substantially the same time, place and manner as the Services have been used during the Reference Period; provided, however, that in no event shall the scope of any of the Services required to be performed hereunder exceed that described on the applicable Schedule. Each Party shall comply with all Laws applicable to the provision and receipt of Services pursuant to this Agreement. In no event shall any Service Provider be required to provide any Service that it reasonably believes does not comply with applicable Law; provided, that Service Provider shall promptly notify Service Recipient of any such Service that it reasonably believes does not comply with applicable Law, and the Parties shall work together to agree upon and implement a commercially reasonable alternative arrangement to provide Service Recipient the intended benefit of the relevant Services in a manner that complies with applicable Law (with all costs associated with implementing and providing such reasonable alternative arrangement to be borne by the Service Recipient). EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES AGREE THAT THE SERVICE PROVIDERS SHALL NOT OWE ANY FIDUCIARY OR OTHER DUTIES (INCLUDING ANY DUTY OF LOYALTY OR DUTY OF CARE) TO THE SERVICE RECIPIENTS IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

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(b) Notwithstanding anything to the contrary in this Agreement, Service Recipient acknowledges that the Service Provider may be providing services similar to the Services it provides for itself and its Affiliates, and the Service Provider reserves the right to modify the Services to the extent such modifications (i) are applicable to all other recipients of the Services or services similar to the Services or (ii) are reasonably necessary to comply with applicable Law or requirements of Governmental Authorities; provided, that the Service Provider shall provide substantially the same advance notice of such modifications to the Service Recipient as the Service Provider provides to its Affiliates (to the extent legally permissible).

(c) The Service Recipients acknowledge that the Services provided hereunder are transitional in nature and are furnished by the Service Providers for the purpose of facilitating the transactions contemplated by the Separation and Distribution Agreement. The Service Recipients further acknowledge that the Service Providers are not in the business of providing Services to third parties and will not provide the Services beyond the Term (or the applicable Service Period). The Service Recipients agree to transition to their own internal organization or other third party service providers the provision of each of the Services as promptly as reasonably practicable, but in no case later than the expiration or termination of the Term (and the applicable Service Period).

(d) Under no circumstances shall any Service Provider be obligated to provide any service requiring an opinion, advice or representation (e.g., legal opinions or advice, or tax opinions or advice).

(e) Any Service Provider shall have the right, consistent with practices immediately prior to the Effective Time, to shut down temporarily for maintenance purposes the operation of the systems or facilities providing any Service whenever, in such Service Provider’s discretion, such action is necessary; provided, that such Service Provider shall provide written notice of any such shutdown to the Service Recipient as reasonably in advance of such shutdown as practicable. Such Service Provider shall be relieved of its obligations to provide the Services affected by such shutdown during the period that its systems or facilities are so shut down but shall use reasonable efforts to minimize each period of shutdown.

(f) Crane Company shall use commercially reasonable efforts to obtain any Consents from Third Parties that are necessary in order to provide the Services, and upon request by Crane Company, the Service Recipients shall use commercially reasonable efforts to cooperate with Crane Company in furtherance of the foregoing. If any such Consent is not obtained, the Service Providers shall not be required to provide such Services but the Parties shall work together to agree upon and implement a commercially reasonable alternative arrangement to provide Service Recipient the intended benefit of the relevant Services. All costs associated with obtaining such Consents (including any amounts required to be paid to any Third Party for such Consent) shall be borne one-half each by Crane NXT and Crane Company; provided that Crane NXT shall have the right to instruct Crane Company to not pay for any such Consent, in which case the Service Providers shall have no obligation to provide any Service for which such Consent is required. All costs associated with implementing and providing a reasonable alternative arrangement shall be borne by Crane NXT.

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Section 3.2 Payments.

(a) Each month, Crane Company shall deliver a statement to the Service Recipients for Services provided to the Service Recipients during the preceding month, and each such statement shall set forth a brief description of each such Service and the amounts charged for such Service based on the consideration set forth for such Service in the applicable Schedule, and as otherwise agreed by the Parties in writing (collectively, the “Fees”), as well as any Taxes, duties, imposts, charges, fees or other levies due and owing in accordance with Section 3.3. The aggregate of such amounts shall be due and payable by the Service Recipient within thirty (30) days after the date of receipt of such statement.

(b) At Crane Company’s option, any or all of its designee Service Providers may individually invoice a Service Recipient for the Services that such designee Service Provider has provided during the preceding month to such Service Recipient. Any amounts so invoiced by a designee Service Provider shall not be included on any invoice delivered by Crane Company.

(c) All invoices shall be denominated and paid in U.S. dollars unless (a) the Service Recipient had, during the Reference Date, been invoiced or paid for such Services in a different currency or (b) otherwise indicated on the applicable Schedule, in which case such invoices shall be denominated and paid in such different currency.

(d) At the Service Recipient’s request, Crane Company will provide reasonably detailed supporting documentation for the Fees invoiced to the Service Recipient hereunder and will respond promptly to any questions that the Service Recipient may have regarding such documentation and the related Fees. In the event that the Service Recipient disputes any Fees invoiced hereunder, such Disputes shall be handled in accordance with Section 8.15.

Section 3.3 Taxes.

(a) Except as expressly noted therein, the amounts set forth on the Schedules as the applicable consideration with respect to each Service do not include any Taxes, duties, imposts, charges, fees or other levies of whatever nature assessed on the provision of the Services. All Taxes, duties, imposts, charges, fees or other levies imposed by applicable Law assessed on the provision of the Services (other than income taxes payable by a Service Provider on the Fees received hereunder) shall be the responsibility of the Service Recipients in addition to the Fees payable by such Service Recipients in accordance with Section 3.2. The Service Recipients shall promptly reimburse the Service Providers for any Taxes, duties, imposts, charges, fees or other levies (other than income taxes payable by a Service Provider on the Fees received hereunder) imposed on the Service Providers or which the Service Providers shall have any obligation to collect with respect to or relating to this Agreement or the performance by a Service Provider of its obligations hereunder, along with interest and penalties related thereto to the extent such interest or penalties are related to the actions or inactions of the Service Recipients. Such reimbursement shall be in addition to the amounts required to be paid as set forth on the applicable Schedule and shall be made in accordance with Section 3.2. The Service Recipients and Service Providers agree to reasonably cooperate (i) to provide exemption certificates where available (and otherwise to take any action reasonably requested by the other Party in order to minimize any Taxes imposed on the sale of the Services) and (ii) to calculate any applicable sales and use Taxes and to make payment thereof directly to the appropriate taxing authority.

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(b) All payments by the Service Recipients under this Agreement shall be made without set-off and without any deduction or withholding for any Taxes, duties, imposts, charges or fees or other levies, unless the obligation to make such deduction or withholding is imposed by Law. The Service Providers shall reasonably cooperate with the Service Recipients to determine whether any such deduction or withholding applies to the payments hereunder, and if so, shall further reasonably cooperate to minimize applicable deduction or withholding.

Section 3.4 Use of Services. The Service Recipients shall not resell any Services to any Person whatsoever or permit the use of the Services by any Person other than in connection with the conduct of the operations of the P&M Technologies Business.

Section 3.5 Network Access.

(a) The Service Provider may provide the Service Recipients with access to the Service Provider’s or its Affiliates’ computer hardware, computer software and information technology systems, including the data they contain (collectively, “Networks”) via a secure method selected by the Service Provider. The Service Recipients shall only use (and will ensure that their employees, agents and subcontractors (collectively, “Personnel”) only use), and shall only have access to, the Networks for the purpose of receiving, and only to the extent required to receive, the Services. The Service Recipients shall not permit their Personnel to use or have access to the Networks except to the extent that (i) such Personnel (or such Personnel’s functional equivalent) had access to the Networks prior to the Effective Time, or (ii) the Service Provider has given prior written approval for such access.

(b) The Service Recipients shall cause all of the Service Recipients’ Personnel having access to the Networks in connection with receipt of a Service to comply with all security guidelines (including physical security, network access, internet security, confidentiality and personal data security guidelines) of the Service Provider which the Service Provider provides or makes available to the Service Recipients.

(c) The Service Recipients shall not, and shall cause their Personnel not to: (i) use the Networks to develop software, process data or perform any work or services other than for the purpose of receiving the Services; (ii) break, interrupt, circumvent, adversely affect or attempt to break, interrupt, circumvent or adversely affect any security system or measure of the Service Provider; (iii) obtain, or attempt to obtain, access to any hardware, software or data stored in the Networks except to the extent necessary to receive the Services; or (iv) use, disclose or give access to any part of the Networks to any Third Party, other than their agents and subcontractors authorized by the Service Provider in accordance with this Section 3.5. All user identification numbers and passwords for the Networks disclosed to the Service Recipients, and any information obtained from the use of the Networks, shall be deemed Confidential Information of the Service Provider for purposes of Section 8.1.

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(d) If a Service Recipient or its Personnel breach any provision of this Section 3.5, such Service Recipient shall promptly notify the Service Provider of such breach and cooperate as requested by such Service Provider in any investigation and mitigation of such breach.

Section 3.6 Intellectual Property. The Service Recipients acknowledge that they will not acquire any right, title or interest (including any license rights or rights of use) in any Intellectual Property that is owned or licensed by any Service Provider or created by or for any Service Provider under this Agreement or by reason of the provision of the Services provided under this Agreement.

ARTICLE IV

TERM OF SERVICES

Section 4.1 Term of Services; Early Termination of Services. The provision of Services shall commence as of the Effective Time and shall continue until the date indicated for each such Service on the applicable Schedule unless terminated earlier pursuant to Section 4.2 or ARTICLE VII or extended pursuant to Section 4.3 (the “Service Period”). This Agreement shall be effective as of the Effective Time and terminate upon the termination or expiration of all Service Periods, unless earlier terminated in accordance with the terms hereof and, in any event, no later than eighteen (18) months after the Effective Time (the “Term”).

Section 4.2 Early Termination of Services. Unless otherwise set forth in the applicable Schedule, any Service may be terminated prior to the end of the applicable Service Period by the Service Recipient upon not less than thirty (30) days’ prior written notice specifying the date termination is to be effective; provided, that the Service Recipients acknowledge and agree that in the event that any Service is dependent on the Service being terminated, such dependent Service shall be automatically terminated simultaneously with the termination of the Service on which it is dependent. After any early termination of a Service, the Service Provider shall have no obligation to reinstate such Service at a time subsequent to the effective date of such termination.

Section 4.3 Extension of Services. The term indicated for each Service on the applicable Schedule may not be extended except to the extent expressly set forth in such Schedule, as applicable. To the extent the applicable Schedule for a Service expressly permits extension of such Service, such Service may be extended by the Service Recipient upon written notice provided to the Service Provider at least thirty (30) days prior to the end of the then-current term.

ARTICLE V

FORCE MAJEURE

Section 5.1 Force Majeure. No Service Provider shall be liable for any loss or damages or other Liabilities whatsoever arising out of any interruption of Service or delay or failure to perform under this Agreement that is due to acts of God, acts of a public enemy, acts of terrorism, acts of a nation or any state, territory, province or other political division thereof, fires, floods or other extreme weather event, epidemics, pandemics, riots, theft, quarantine restrictions, freight embargoes or other similar causes beyond the reasonable control of such Service Provider (collectively, “Force Majeure Events”). In any such event, any affected Service Provider obligations under this Agreement shall be postponed for such time as its performance is suspended

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or delayed on account of such Force Majeure Event. The Service Provider will promptly notify the Service Recipient, either orally or in writing, upon learning of the occurrence of such Force Majeure Event. Upon the cessation of the Force Majeure Event, such Service Provider will use commercially reasonable efforts to resume its performance as soon as reasonably practicable. In the event that any Force Majeure Event prevents performance of any Services in accordance with this Agreement for more than fifteen (15) consecutive days, the Service Recipient shall be entitled to terminate such Services upon notice to the Service Provider without payment of any additional fees, costs or expenses in connection with such termination except for Fees for Services rendered prior to such Force Majeure Event.

ARTICLE VI

LIABILITIES

Section 6.1 Consequential and Other Damages. EXCEPT AS MAY BE AWARDED TO A THIRD PARTY IN CONNECTION WITH ANY THIRD PARTY CLAIM THAT IS SUBJECT TO THE INDEMNIFICATION OBLIGATIONS IN Section 6.3, IN NO EVENT SHALL CRANE NXT, CRANE COMPANY OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS BE LIABLE UNDER THIS AGREEMENT FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, AND IN NO EVENT SHALL CRANE NXT, CRANE COMPANY OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS BE LIABLE UNDER THIS AGREEMENT FOR LOST PROFITS, OPPORTUNITY COSTS, DIMINUTION IN VALUE OR DAMAGES BASED UPON A MULTIPLE OF EARNINGS OR SIMILAR FINANCIAL MEASURE, EVEN IF UNDER APPLICABLE LAW SUCH LOST PROFITS, OPPORTUNITY COSTS, DIMINUTION IN VALUE, OR SUCH DAMAGES WOULD NOT BE CONSIDERED CONSEQUENTIAL OR SPECIAL DAMAGES, AND EVEN IF THE APPLICABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 6.2 Limitation of Liability. EXCEPT AS MAY BE AWARDED TO A THIRD PARTY IN CONNECTION WITH ANY THIRD PARTY CLAIM THAT IS SUBJECT TO THE INDEMNIFICATION OBLIGATIONS IN Section 6.3, CRANE COMPANY’S AND ITS AFFILIATES’ LIABILITY WITH RESPECT TO ITS ROLE AS A SERVICE PROVIDER UNDER THIS AGREEMENT OR ANY ACT OR FAILURE TO ACT IN CONNECTION WITH ITS ROLE AS A SERVICE PROVIDER UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OR BREACH HEREOF), OR FROM THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICE PROVIDED UNDER OR COVERED BY THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE FEES ACTUALLY PAID TO CRANE COMPANY AND ITS AFFILIATES PURSUANT TO THIS AGREEMENT.

Section 6.3 Indemnification.

(a) Each Party (the “Indemnifying Party”) shall indemnify, defend, release, discharge and hold harmless the other Party and its Affiliates and their respective current and former directors, officers, members, managers, representatives, employees and agents and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “Indemnified Parties”) from and against all Indemnifiable Losses actually suffered or incurred by the Indemnified Parties to the extent relating to, arising out of or resulting from the Indemnifying Party’s material breach of this Agreement, fraud or willful misconduct.

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(b) In the event that any claim or Proceeding is threatened in writing or commenced by a Third Party involving a claim for which a Party may be required to provide indemnification pursuant to this Agreement, the indemnification procedures set forth in Section 6.4 of the Separation and Distribution Agreement hereby are incorporated herein, mutatis mutandis.

ARTICLE VII

TERMINATION

Section 7.1 Termination.

(a) Notwithstanding anything in this Agreement to the contrary, the obligation of any Service Provider to provide or cause to be provided any Service shall cease on the earlier to occur of (i) the date on which the applicable Service Period is terminated or expires pursuant to ARTICLE IV, or (ii) the end of the Term (including in the event this Agreement is terminated by any Party in accordance with the terms of Section 7.1(b). This Agreement shall terminate, and all provisions of this Agreement shall be of no further force and effect, except for the provisions set forth in Section 7.3, on the date on which all Services under this Agreement have expired or been terminated.

(b) Each Party shall have the right to terminate this Agreement at any time upon written notice to the other Party and pursue any remedies available to it at law or in equity if (i) such other Party becomes insolvent or is adjudicated as bankrupt, or (ii) any action is taken by such other Party or by others against such other Party under any insolvency, bankruptcy or reorganization act, or if such other Party makes an assignment for the benefit of creditors, or a receiver is appointed for such other Party.

Section 7.2 Sums Due. In the event of a termination or expiration of this Agreement, the Service Providers shall be entitled to the payment of, and the Service Recipients shall within thirty (30) days of receipt of an invoice therefor pay to the Service Providers, all accrued amounts for Services, Taxes and other amounts due under this Agreement as of the date of termination or expiration.

Section 7.3 Effect of Termination. Section 2.4, Section 3.2, Section 7.2, this Section 7.3, ARTICLE VI and ARTICLE VIII shall survive any termination or expiration of this Agreement.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Confidentiality. Section 7.5 of the Separation and Distribution Agreement shall govern the treatment of any Confidential Information disclosed under this Agreement.

Section 8.2 Independent Contractor. Each of Crane NXT, Crane Company, the Service Providers and the Service Recipients shall be an independent contractor in the performance of its respective obligations hereunder. Nothing in this Agreement shall create or be deemed to create a partnership, joint venture or a relationship of principal and agent or of employer and employee between Crane NXT and Crane Company, or between any Service Provider and a Service Recipient.

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Section 8.3 Complete Agreement; Interpretation. This Agreement (including the Schedules attached hereto), the Separation and Distribution Agreement and the other Ancillary Agreements (and the exhibits and schedules thereto) shall constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any conflict between the terms and conditions of the body of this Agreement and the terms and conditions of any Schedule, the terms and conditions of such Schedule shall control. Notwithstanding anything to the contrary in this Agreement, in the case of any conflict between the provisions of this Agreement and the provisions of the Separation and Distribution Agreement, the provisions of the Separation and Distribution Agreement shall control, except with respect to the provision of support and other Services after the Effective Time by the Crane Company Group to the Crane NXT Group, in which case the provisions of this Agreement shall control. Section 1.2 of the Separation and Distribution Agreement hereby is incorporated herein, mutatis mutandis.

Section 8.4 Counterparts. This Agreement may be executed in more than one counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile, by e-mail in portable document format (.pdf) or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.

Section 8.5 Notices. All notices, requests, claims, demands and other communications under this Agreement, as between the Parties, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt unless the day of receipt is not a Business Day, in which case it shall be deemed to have been duly given or made on the next Business Day) by delivery in person, by overnight courier service, by electronic e-mail with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 8.5):

If to Crane NXT:

Crane NXT, Co.

300 First Stamford Place

Stamford, CT 06902

Attn: General Counsel

E-mail: [•]

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If to Crane Company:

Crane Company

100 First Stamford Place

Stamford, CT 06902

Attn: General Counsel

E-mail: [•]

Section 8.6 Waiver.

(a) Any provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by the Party against whom the waiver is to be effective.

(b) No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 8.7 Modification or Amendment. This Agreement may only be amended, modified or supplemented, in whole or in part, in a writing signed on behalf of each of the Parties in the same manner as this Agreement and which makes reference to this Agreement.

Section 8.8 No Assignment; Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit, of the Parties and their permitted successors and assigns. No Party to this Agreement may assign or delegate, by operation of law or otherwise, all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other Party, which such Party may withhold in its absolute discretion, except that (i) each Party may assign any or all of its rights and interests hereunder to an Affiliate thereof and (ii) each Party may assign any of its obligations hereunder to an Affiliate thereof; provided, however, that such assignment shall not relieve such Party of any of its obligations hereunder unless agreed to by the non-assigning Party, and any attempt to do so shall be ineffective and void ab initio. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permitted assigns.

Section 8.9 No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Section 6.3).

Section 8.10 Subsidiaries. Each of the Parties shall cause (or with respect to an Affiliate that is not a Subsidiary, shall use commercially reasonable efforts to cause) to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party or by any Business Entity that becomes a Subsidiary or Affiliate of such Party on and after the Effective Time. This Agreement is being entered into by Crane NXT and Crane Company on behalf of themselves and the members of their respective Groups (the Crane NXT Group and the Crane Company Group). This Agreement shall

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constitute a direct obligation of each such entity and shall be deemed to have been readopted and affirmed on behalf of any Business Entity that becomes an Affiliate of such Party on and after the Effective Time. Either Party shall have the right, by giving notice to the other Party, to require that any Subsidiary of the other Party execute a counterpart to this Agreement to become bound by the provisions of this Agreement applicable to such Subsidiary.

Section 8.11 Third Party Beneficiaries. Except as provided in Section 6.3 relating to Indemnified Parties, this Agreement is solely for the benefit of each Party and its respective successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person, and should not be deemed to confer upon any Third Party any remedy, claim, liability, reimbursement, Proceedings or other right in excess of those existing without reference to this Agreement.

Section 8.12 Titles and Headings. Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 8.13 Schedules. The Schedules hereto shall be construed with and be an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the Schedules constitutes an admission of any liability or obligation of any member of the Crane NXT Group or the Crane Company Group or any of their respective Affiliates to any Third Party, nor, with respect to any Third Party, an admission against the interests of any member of the Crane NXT Group or the Crane Company Group or any of their respective Affiliates.

Section 8.14 Governing Law. This Agreement, and all actions, causes of action or claims of any kind (whether at law, in equity, in contract, in tort, or otherwise) that may be related to, arising out of or resulting from this Agreement, or the negotiation, execution, or performance of this Agreement (including any action, cause of action or claim of any kind related to, arising out of or resulting from any representation or warranty made in, in connection with or as an inducement to this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including without limitation Delaware laws relating to applicable statutes of limitations and burdens of proof and available remedies.

Section 8.15 Disputes; Consent to Jurisdiction.

(a) All Agreement Disputes will be resolved in accordance with the procedures set forth in Article VIII of the Separation and Distribution Agreement.

(b) Subject to the provisions of Article VIII of the Separation and Distribution Agreement, each of the Parties agrees that the exclusive jurisdiction for any Agreement Disputes shall be brought and determined exclusively in the Court of Chancery of the State of Delaware; provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any Agreement Dispute may be brought in any federal court located in the State of Delaware or any other Delaware state court (the “Delaware Courts”). Each Party further agrees that any Party may make service on the other Party by delivering notice or a copy of the process by United States registered mail to such other Party’s address set forth in Section 8.5 shall be effective as to

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the contents of such notice or document. Nothing in this Section 8.15(b), however, shall affect the right of any Party to serve legal process in any other manner permitted by Law. Each of the Parties irrevocably and unconditionally waives any objection, including based on forum non conveniens or otherwise, which it may now or hereafter have to the laying of venue of any Agreement Dispute in the Delaware Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead, assert or claim that any such Delaware Court lacks jurisdiction over any Party hereto or that any such Agreement Dispute brought in any such court has been brought in an inconvenient forum.

Section 8.16 Specific Performance. The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with their specific terms, and monetary damages, even if available, would not be an adequate remedy for any such failure to perform or any breach of this Agreement. Accordingly, it is hereby agreed that the Parties shall be entitled to an injunction or injunctions to enforce specifically the terms and provisions hereof in any court specified in Section 8.15(b) without proof of actual damages. Each Party agrees that it will not oppose (and hereby waives any defense in any action for) the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that the other Party hereto has an adequate remedy at law. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.

Section 8.17 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY JUDICIAL PROCEEDING IN WHICH ANY CLAIM OR COUNTERCLAIM (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT, OR OTHERWISE) ASSERTED RELATED TO, ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR THE COURSE OF DEALING OR RELATIONSHIP BETWEEN THE PARTIES, INCLUDING THE NEGOTIATION, EXECUTION, AND PERFORMANCE OF THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND THAT NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, OR REPRESENTATIVE OF ANY PARTY SHALL REQUEST A JURY TRIAL IN ANY SUCH PROCEEDING NOR SEEK TO CONSOLIDATE ANY SUCH PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 8.17.

Section 8.18 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

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Section 8.19 Mutual Drafting. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 8.20 Authorization. Each of the Parties hereby represents and warrants that (a) it has the power and authority to execute, deliver and perform this Agreement, (b) this Agreement has been duly authorized by all necessary corporate action on the part of such Party and (c) this Agreement constitutes a legal, valid and binding obligation of each such Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and general equity principles.

Section 8.21 No Duplication; No Double Recovery. Nothing in this Agreement (or in the Separation and Distribution Agreement or any other Ancillary Agreement) is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances.

Section 8.22 No Reliance on Other Party. The Parties represent to each other that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have relied upon their own knowledge and judgment and have conducted such investigations they and their in-house counsel have deemed appropriate regarding this Agreement and their rights in connection with this Agreement. Each Party is not relying upon any representations or statements made by the other Party, or any such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. Each Party hereto is not relying upon a legal duty, if one exists, on the part of the other Party (or any such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that no Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement or any provision hereof.

[The remainder of this page has been intentionally left blank. Signature pages follow.]

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IN WITNESS WHEREOF, the Parties have caused this Transition Services Agreement to be executed the day and year first above written.

CRANE NXT, CO.
By:
Name:	[•]
Title:	[•]
CRANE COMPANY
By:
Name:	[•]
Title:	[•]

[Signature Page to Transition Services Agreement]

EX-10.2

Exhibit 10.2

TAX MATTERS AGREEMENT

by and between

CRANE HOLDINGS, CO.

and

CRANE COMPANY

Dated as of [•]

TABLE OF CONTENTS

Article I
DEFINITIONS
1.1	General	4
Article II
PAYMENTS AND TAX REFUNDS
2.1	Allocation of Tax Liabilities	12
2.2	Determination of Taxes Attributable to the SpinCo Business	13
2.3	Employment Taxes	14
2.4	Transaction Taxes	14
2.5	Tax Refunds	14
2.6	Prior Agreements	14
Article III
PREPARATION AND FILING OF TAX RETURNS
3.1	Parties’ Responsibility	15
3.2	Right To Review Tax Returns	15
3.3	Cooperation	15
3.4	Tax Reporting Practices	15
3.5	Reporting of the Transactions	16
3.6	Payment of Taxes.	16
3.7	Amended Returns and Carrybacks	17
3.8	Tax Attributes	17
Article IV
TAX-FREE STATUS OF THE TRANSACTIONS
4.1	Representations and Warranties	19
Article V
INDEMNITY OBLIGATIONS
5.1	Indemnity Obligations	19
5.2	Indemnification Payments	20
5.3	Payment Mechanics	21
5.4	Treatment of Payments	21

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Article VI
TAX CONTESTS
6.1	Notice	22
6.2	Separate Returns	22
6.3	Joint Returns	22
6.4	Information Rights	23
6.5	Power of Attorney	23
Article VII
ASSISTANCE AND COOPERATION
7.1	General	23
7.2	Confidentiality	24
7.3	Income Tax Return Information	24
Article VIII
RETENTION OF RECORDS; ACCESS
8.1	Retention of Records	25
8.2	Access to Tax Records	25
Article IX
DISPUTE RESOLUTION
9.1	Dispute Resolution	25
9.2	Injunctive Relief	26
Article X
MISCELLANEOUS PROVISIONS
10.1	Complete Agreement	26
10.2	Other Agreements	26
10.3	Counterparts	26
10.4	Survival	26
10.5	Notices	27
10.6	Waiver	27
10.7	Modification or Amendment	27
10.8	Successors	27
10.9	No Assignment; Binding Effect	28
10.10	Payment Terms	28
10.11	No Circumvention	28
10.12	Termination	28

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10.13	Third Party Beneficiaries	28
10.14	Titles and Headings	29
10.15	Governing Law	29
10.16	Specific Performance	29
10.17	Waiver of Jury Trial	29
10.18	Severability	30
10.19	Mutual Drafting	30
10.20	Authorization	30
10.21	No Duplication; No Double Recovery	30
10.22	No Reliance on Other Party	30

TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of [•] by and between Crane Holdings, Co., a Delaware corporation (“Distributing”), which will be renamed “Crane NXT, Co.” upon completion of the Distribution (as defined below), and Crane Company, a Delaware corporation (“SpinCo,” and together with Distributing, the “Parties”).

R E C I T A L S

WHEREAS, the board of directors of Distributing (the “Distributing Board”) has determined that it is appropriate, desirable and in the best interests of Distributing and its stockholders to separate Distributing into two separate, independent, publicly-traded companies: (i) one comprising the Distributing Business (as defined below), which shall be continue to be owned and conducted, directly or indirectly, by Distributing, and (ii) one comprising the SpinCo Businesses (as defined below), which shall be owned and conducted, directly or indirectly, by SpinCo, all of the common stock of which is intended to be distributed to Distributing stockholders;

WHEREAS, in furtherance of the foregoing, the Distributing Board has determined that it is appropriate, desirable and in the best interests of Distributing and its stockholders: (i) for Distributing and its Subsidiaries to be reorganized such that (A) members of the Distributing Group will own all of the Distributing Assets and assume (or retain) all of the Distributing Liabilities, and (B) members of the SpinCo Group will own all of the SpinCo Assets and assume (or retain) all of the SpinCo Liabilities (the transactions described in clauses (A) and (B) being referred to herein as the “Separation”); and (ii) thereafter, on the Distribution Date, for Distributing to distribute to the holders of issued and outstanding shares of common stock, par value $1.00, of Distributing as of the Record Date on a pro rata basis all of the issued and outstanding shares of common stock, par value $1.00, of SpinCo (the transactions described in this clause (ii), as may be amended or modified from time to time in accordance with the terms and subject to the conditions of the Separation Agreement, the “Distribution”);

WHEREAS, Distributing has effected and will effect certain restructuring transactions described in the Internal Reorganization Step Plan for the purpose of aggregating the SpinCo Business in the SpinCo Group prior to the Distribution, and, in connection therewith, Distributing will undertake the Contribution;

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WHEREAS, the Parties intend to undertake the Special Cash Distribution Purge and intend to undertake the Contribution and the Distribution;

WHEREAS, the Parties intend that the Distribution, together with the Contribution, will qualify as tax-free for U.S. federal income tax purposes under Sections 368(a)(1)(D) and 355 of the United States Internal Revenue Code of 1986, as amended (the “Code”), and that the Separation Agreement is adopted as a plan of reorganization under Section 368 of the Code;

WHEREAS, certain members of the Distributing Group, on the one hand, and certain members of the SpinCo Group, on the other hand, file certain Tax Returns on a consolidated, combined, or unitary basis for certain federal, state, local, and foreign Tax purposes; and

WHEREAS, the Parties desire to (i) provide for the payment of Tax liabilities and entitlement to refunds thereof, allocate responsibility for, and cooperation in, the filing of Tax Returns, and provide for certain other matters relating to Taxes, and (ii) set forth certain covenants and indemnities relating to the Tax-Free Status of the Transactions.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 General. As used in this Agreement (including the recitals hereof), the following terms shall have the following meanings, and capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Separation Agreement:

“Adjustment” shall mean an adjustment of any item of income, gain, loss, deduction, credit, or any other item affecting Taxes of a taxpayer pursuant to a Final Determination.

“Adjustment Request” shall mean any formal or informal amendment, claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (i) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (ii) any claim for equitable recoupment or other offset, and (iii) any claim for refund or credit of Taxes previously paid.

“Affiliate” shall have the meaning set forth in the Separation Agreement.

“Agreement” shall have the meaning set forth in the preamble hereto.

“Ancillary Agreements” shall have the meaning set forth in the Separation Agreement.

“Business Day” shall have the meaning set forth in the Separation Agreement.

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“Claiming Party” shall have the meaning set forth in Section 3.9(b).

“Closing of the Books Method” means the apportionment of items between portions of a Taxable Period based on a closing of the books and records on the close of the Distribution Date (in the event that the Distribution Date is not the last day of the Taxable Period, as if the Distribution Date were the last day of the Taxable Period), subject to adjustment for items accrued on the Distribution Date that are properly allocable to the Taxable Period following the Distribution; provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) will be allocated between the period ending at the close of the Distribution Date and the period beginning after the Distribution Date in proportion to the number of days in each Taxable Period.

“Code” shall have the meaning set forth in the Separation Agreement.

“Contribution” shall have the meaning set forth in the Separation Agreement.

“Controlling Party” shall mean, with respect to a Tax Contest, the Party entitled to control such Tax Contest pursuant to Sections 6.2 and 6.3 of this Agreement.

“Distributing” shall have the meaning set forth in the preamble hereto.

“Distributing Affiliated Group” shall mean the affiliated group (as that term is defined in Section 1504 of the Code and the Treasury Regulations thereunder) of which Distributing is the common parent.

“Distributing Assets” shall mean the Crane NXT Assets as set forth in the Separation Agreement.

“Distributing Business” shall mean the P&M Technologies Business as set forth in the Separation Agreement.

“Distributing Common Stock” shall mean the Crane NXT Common Stock set forth in the Separation Agreement.

“Distributing Disqualifying Action” shall mean (i) any action (or failure to take any action) by any member of the Distributing Group after the Distribution (including entering into any agreement, understanding, arrangement, or negotiations with respect to any transaction or series of transactions), (ii) any event (or series of events) after the Distribution involving Distributing Common Stock or the assets of any member of the Distributing Group, or (iii) any breach of or inaccuracy in, or failure to perform, as applicable, by any member of the Distributing Group after the Distribution, any representation, warranty, or covenant made by them in this Agreement or in the Tax Materials, that, in each case, would adversely affect the Tax-Free Status of the Transactions; provided, however, that the term “Distributing Disqualifying Action” shall not include any action entered into pursuant to any Ancillary Agreement (other than this Agreement) or that is undertaken pursuant to the Separation, the Contribution or the Distribution.

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“Distributing Federal Consolidated Income Tax Return” shall mean any U.S. Federal Income Tax Return for the Distributing Affiliated Group.

“Distributing Group” shall mean the Crane NXT Group set forth in the Separation Agreement.

“Distributing Liabilities” shall mean the Crane NXT Liabilities set forth in the Separation Agreement.

“Distributing Separate Return” shall mean any Tax Return of or including any member of the Distributing Group (including any consolidated, combined, or unitary return) that does not include any member of the SpinCo Group.

“Distribution” shall have the meaning set forth in the Separation Agreement.

“Distribution Date” shall have the meaning set forth in the Separation Agreement.

“Effective Time” shall have the meaning set forth in the Separation Agreement.

“Employee Matters Agreement” shall have the meaning set forth in the Separation Agreement.

“Employment Tax” shall mean any Tax the liability or responsibility for which is allocated pursuant to the provisions of the Employee Matters Agreement.

“Equity Value” shall mean, for Distributing or SpinCo common stock, as applicable, the simple average of the market capitalization on each of the first five trading days following the Distribution, with the market capitalization on each such day determined as the product of (i) the simple average of the volume weighted average per share price (as determined by Bloomberg Finance L.P.) of Distributing or SpinCo common stock, as applicable, trading on the NYSE on each of the first five trading days following the Distribution Date, and (ii) the number of outstanding shares of Distributing or SpinCo common stock, as applicable, as of the close of such trading day.

“Federal Income Tax” shall mean (i) any Tax imposed by Subtitle A of the Code other than an Employment Tax, and (ii) any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Final Determination” shall mean the final resolution of liability for any Tax for any Taxable Period, which resolution may be for a specific issue or adjustment or for a Taxable Period, by or as a result of (i) a final decision, judgment, decree, or other order by a court of competent jurisdiction that can no longer be appealed, (ii) a final settlement with the IRS, a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the Laws of a state, local, or foreign taxing jurisdiction, (iii) any allowance of a refund or credit in respect of an overpayment of a Tax, but only after the expiration of all periods during which such refund or credit may be recovered (including by way of withholding or offset) by the jurisdiction imposing such Tax, (iv) a final settlement resulting from a treaty-based competent authority determination, or (v) any other final disposition, including by reason of the expiration of the applicable statute of limitations, the execution of a pre-filing agreement with the IRS or other Taxing Authority, or by mutual agreement of the Parties.

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“Group” shall mean either the Distributing Group or the SpinCo Group, as the context requires.

“Group Relief” means any loss, deficit, deduction or other amount eligible for surrender by way of group relief in accordance with the provisions contained in Parts 5 and 5A of the Corporation Tax Act 2010 of the UK.

“Income Tax” means any Tax based upon, measured by, or calculated with respect to (i) net income or profits (including any capital gains, minimum Tax or any Tax on items of tax preference, but not including sales, use, real or personal property, gross or net receipts, value added, excise, leasing, transfer or similar Taxes), or (ii) multiple bases (including corporate franchise, doing business and occupation Taxes) if one or more bases upon which such Tax is determined is described in clause (i) of this definition, together with any interest, penalty, additions to tax, or additional amounts in respect of the foregoing.

“Indemnifying Party” shall have the meaning set forth in Section 5.2.

“Indemnitee” shall have the meaning set forth in Section 5.2.

“Internal Reorganization Step Plan” shall have the meaning set forth in the Separation Agreement.

“IRS” shall mean the U.S. Internal Revenue Service or any successor agency, including, but not limited, to its agents, representatives, and attorneys.

“IRS Ruling” shall mean any U.S. federal income tax ruling issued to Distributing by the IRS in connection with the Transactions.

“IRS Ruling Request” shall mean the letter filed by Distributing with the IRS requesting a ruling regarding certain U.S. federal income tax consequences of the Transactions and any amendment or supplement to such ruling request letter.

“Joint Return” shall mean any Tax Return that includes, by election or otherwise, one or more members of the Distributing Group together with one or more members of the SpinCo Group.

“Law” shall have the meaning set forth in the Separation Agreement.

“Non-Controlling Party” shall mean, with respect to a Tax Contest, the Party that is not the Controlling Party with respect to such Tax Contest.

“Parties” shall have the meaning set forth in the preamble hereto.

“Past Practices” shall have the meaning set forth in Section 3.4.

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“Person” shall have the meaning set forth in the Separation Agreement.

“Post-Distribution Period” shall mean any Tax Period (or portion thereof) beginning after the Distribution Date, including, for the avoidance of doubt, the portion of any Straddle Period beginning after the Distribution Date.

“Pre-Distribution Period” shall mean any Tax Period (or portion thereof) ending on or before the Distribution Date, including, for the avoidance of doubt, the portion of any Straddle Period ending at the end of the day on the Distribution Date.

“Privilege” shall mean any privilege that may be asserted under applicable law, including, any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege and any privilege relating to internal evaluation processes.

“Pro Rata Percentage” shall mean, with respect to either Distributing or SpinCo, the quotient, expressed as a percentage of (i) the Equity Value of such Party’s common stock divided by (ii) the sum of (A) the Equity Value of Distributing’s common stock and (B) the Equity Value of SpinCo’s common stock.

“Reasonable Basis” shall mean a reasonable basis within the meaning of Section 6662(d)(2)(B)(ii)(II) of the Code and the Treasury Regulations promulgated thereunder (or such other level of confidence required by the Code at that time to avoid the imposition of penalties).

“Refund” shall mean any refund, reimbursement, offset, credit, or other similar benefit in respect of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied against other Taxes payable), including any interest paid on or with respect to such refund of Taxes; provided, however, that the amount of any refund of Taxes shall be net of any Taxes imposed by any Taxing Authority on, related to, or attributable to, the receipt of or accrual of such refund, including any Taxes imposed by way of withholding or offset.

“Responsible Party” shall mean, with respect to any Tax Return, the Party having responsibility for preparing and filing such Tax Return pursuant to this Agreement.

“Reviewing Party” shall have the meaning set forth in Section 3.2.

“Schedule 1” shall have the meaning set forth in Section 3.8(a).

“Separate Return” shall mean a Distributing Separate Return or a SpinCo Separate Return, as the case may be.

“Separation” shall have the meaning set forth in the Separation Agreement.

“Separation Agreement” shall have the meaning set forth in the preamble hereto.

“Special Cash Distribution” shall mean the Crane Company Special Cash Amount Distribution set forth in the Separation Agreement.

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“Special Cash Distribution Purge” shall mean the payment by Distributing of the cash received in the Special Cash Distribution to certain creditors of Distributing.

“SpinCo” shall have the meaning set forth in the preamble hereto.

“SpinCo Assets” shall mean the Crane Company Assets set forth as set forth in the Separation Agreement.

“SpinCo Business” shall mean the Other Businesses as set forth in the Separation Agreement.

“SpinCo Capital Stock” shall mean all classes or series of capital stock of SpinCo, including (i) SpinCo Common Stock, (ii) all options, warrants, and other rights to acquire such capital stock, and (iii) all other instruments properly treated as stock of SpinCo for U.S. federal income tax purposes.

“SpinCo Carryback” shall mean any net operating loss, net capital loss, excess tax credit, or other similar Tax item of any member of the SpinCo Group that is a carryback from one Tax Period to another prior Tax Period under the Code or other applicable Tax Law that is not made at the election of any member of the SpinCo Group.

“SpinCo Disqualifying Action” shall mean (i) any action (or failure to take any action) by any member of the SpinCo Group after the Distribution (including entering into any agreement, understanding, arrangement, or negotiations with respect to any transaction or series of transactions), (ii) any event (or series of events) after the Distribution involving SpinCo Capital Stock or the assets of any member of the SpinCo Group, or (iii) any breach of or inaccuracy in, or failure to perform, as applicable, by any member of the SpinCo Group after the Distribution, any representation, warranty, or covenant made by them in this Agreement or in the Tax Materials, that, in each case, would adversely affect the Tax-Free Status of the Transactions; provided, however, that the term “SpinCo Disqualifying Action” shall not include any action entered into pursuant to any Ancillary Agreement (other than this Agreement) or that is undertaken pursuant to the Separation, the Contribution or the Distribution.

“SpinCo Group” shall mean the Crane Company Group set forth in the Separation Agreement.

“SpinCo Liabilities” shall mean the Crane Company Liabilities set forth in the Separation Agreement.

“SpinCo Separate Return” shall mean any Tax Return of or including any member of the SpinCo Group (including any consolidated, combined, or unitary return) that does not include any member of the Distributing Group.

“SpinCo Common Stock” shall mean the Crane Company Common Stock set forth in the Separation Agreement.

“Straddle Period” shall mean any Tax Period that begins before, and ends after, the Distribution Date.

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“Subsidiary” shall have the meaning set forth in the Separation Agreement.

“Tax” or “Taxes” shall mean any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem, value added, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, alternative minimum, estimated, or other tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax), imposed by any governmental entity or political subdivision thereof, and any interest, penalty, additions to tax, or additional amounts in respect of the foregoing. .

“Tax Advisor” shall mean a tax counsel or accountant of recognized national standing.

“Tax Attribute” shall mean net operating losses, net capital losses, research and experimentation credit carryovers, investment tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, overall domestic losses, previously taxed earnings and profits, separate limitation losses, and any other losses, deductions, credits, or other comparable Tax Item that could affect a Tax for any past or future Tax Period, excluding any Group Relief.

“Tax Certificates” shall mean any officer’s certificates, representation letters, or similar documents provided by Distributing and SpinCo to Skadden, Arps, Slate, Meagher & Flom LLP or any other law or accounting firm in connection with any Tax Opinion delivered or deliverable to Distributing in connection with the Transactions.

“Tax Contest” shall have the meaning set forth in Section 6.1.

“Tax-Free Status” shall mean the qualification of the Contribution, the Special Cash Distribution, the Special Cash Distribution Purge, and the Distribution, taken together, (i) as a reorganization described in Sections 368(a)(1)(D) and 355 of the Code, (ii) as a transaction in which the SpinCo Common Stock distributed to holders of Distributing Common Stock is “qualified property” for purposes of Sections 355(d), 355(e), and 361(c) of the Code, and (iii) as a transaction in which Distributing, SpinCo, and holders of Distributing Common Stock recognize no income or gain or U.S. federal income tax purposes pursuant to Sections 355, 361, and 1032 of the Code, other than, (i) in the case of Distributing and SpinCo, any intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code, and (ii) in the case of Distributing, (A) any gain recognized on the Special Cash Distribution to the extent in excess of Distributing’s adjusted basis in the assets contributed to SpinCo in the Contribution, and (B) any gain recognized pursuant to Section 357(c) of the Code on an assumption of liabilities by SpinCo in excess of Distributing’s adjusted basis in the assets contributed to SpinCo in the Contribution.

“Tax Item” shall mean any item of income, gain, loss, deduction, or credit, or any other item which increases or decreases Taxes paid or payable in any Tax Period.

“Tax Law” shall mean the law of any governmental entity or political subdivision thereof relating to any Tax.

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“Tax Materials” shall have the meaning set forth in Section 4.1.

“Tax Opinion” shall mean any written opinion delivered or deliverable to Distributing by Skadden, Arps, Slate, Meagher & Flom LLP or any other law or accounting firm regarding the tax consequences of the Transactions.

“Tax Period” shall mean, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

“Tax Records” shall have the meaning set forth in Section 8.1.

“Tax-Related Losses” shall mean, (i) all federal, state, local and foreign Taxes imposed pursuant to any settlement, Final Determination, judgment or otherwise, (ii) all accounting, legal and other professional fees, and court costs incurred in connection with such Taxes, as well as any other out-of-pocket costs incurred in connection with such Taxes, and (iii) all costs, expenses and damages associated with stockholder litigation or controversies and any amounts paid by Distributing (or any of its Affiliates) or SpinCo (or any of its Affiliates) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Taxing Authority, in each case, resulting from the failure of the Transactions to qualify for Tax-Free Status.

“Tax Return” shall mean any return, report, certificate, form, or similar statement or document (including any related supporting information or schedule attached thereto and any information return, amended tax return, claim for refund or declaration of estimated tax) supplied to or filed with, or required to be supplied to or filed with, a Taxing Authority, or any bill for or notice related to ad valorem or other similar Taxes received from a Taxing Authority, in each case, in connection with the determination, assessment, or collection of any Tax or the administration of any laws, regulations, or administrative requirements relating to any Tax.

“Taxing Authority” shall mean any governmental authority or any subdivision, agency, commission, or entity thereof having jurisdiction over the assessment, determination, collection, or imposition of any Tax (including the IRS).

“Third Party” shall have the meaning set forth in the Separation Agreement.

“Transactions” shall mean the Separation, the Contribution, the Distribution, the Special Cash Distribution, the Special Cash Distribution Purge, any other transaction described in the Internal Reorganization Step Plan, and any related transactions.

“Transaction Taxes” shall mean all Transfer Taxes and other Taxes (including Taxes imposed on any member of the Distributing Group under Sections 951 or 951A of the Code) imposed on or with respect to the Transactions, other than any Taxes resulting from the failure of the Transactions to qualify for Tax-Free Status; provided, however, that any Taxes attributable to gain recognized by Distributing (i) on the Special Cash Distribution) to the extent in excess of Distributing’s adjusted basis in the assets contributed to SpinCo in the Contribution or (ii) pursuant to Section 357(c) of the Code on an assumption of liabilities by SpinCo in excess of Distributing’s adjusted basis in the assets contributed to SpinCo in the Contribution shall be included in the definition of Transaction Taxes.

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“Transfer Tax” shall mean all transfer, sales, use, excise, stock, stamp, stamp duty, stamp duty reserve, stamp duty land, documentary, filing, recording, registration, value-added and other similar Taxes (excluding, for the avoidance of doubt, any Income Taxes), including any German real estate transfer Taxes.

“Treasury Regulations” shall mean the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

“UK” means the United Kingdom of Britain and Northern Ireland.

ARTICLE II

PAYMENTS AND TAX REFUNDS

2.1 Allocation of Tax Liabilities. Except as otherwise provided in this Article II and Section 5.1, Taxes shall be allocated as follows:

(a) Allocation of Taxes Relating to Joint Returns.

(i) Allocation to SpinCo. SpinCo shall pay and be responsible for any and all Taxes attributable to the SpinCo Business that are due with respect to or required to be reported on any Joint Return (including any increase in such Taxes as a result of a Final Determination).

(ii) Allocation to Distributing. Distributing shall pay and be responsible for any and all Taxes attributable to the Distributing Business that are due with respect to or required to be reported on any Joint Return (including any increase in such Taxes as a result of a Final Determination).

(iii) Taxes Not Attributable to Either Line of Business. Any Taxes with respect to or required to be reported on any Joint Return not clearly attributable to the SpinCo Business or the Distributing Business (including any increase in such Taxes as a result of a Final Determination) shall be shared by SpinCo and Distributing based on the Pro Rata Percentage of each.

(b) Allocation of Taxes Relating to Separate Returns. Except as otherwise provided herein:

(i) Distributing shall pay and be responsible for any and all Taxes due with respect to or required to be reported on any Distributing Separate Return (including any increase in such Taxes as a result of a Final Determination) for all Tax Periods.

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(ii) SpinCo shall pay and be responsible for any and all Taxes due with respect to or required to be reported on any SpinCo Separate Return (including any increase in such Taxes as a result of a Final Determination) for all Tax Periods.

2.2 Determination of Taxes Attributable to the SpinCo Business. For purposes of Section 2.1(a)(i):

(a) The amount of Federal Income Tax attributable to the SpinCo Business shall be determined on the basis of a pro forma SpinCo Group consolidated return using the following conventions:

(i) including only Tax Items of members of the SpinCo Group that were included in the relevant Distributing Federal Consolidated Income Tax Return;

(ii) except as provided in Section 2.2(a)(iv), using all elections, accounting methods and conventions used on the Distributing Federal Consolidated Income Tax Return for such Tax Period;

(iii) applying the highest statutory marginal corporate income Tax rate in effect for such Tax Period;

(iv) allocating the “group credit,” as defined in Treasury Regulations Section 1.41-6(a)(3)(iv), reflected on the applicable Distribution Federal Consolidated Income Tax Return to the members of the SpinCo Group in accordance with Treasury Regulations Section 1.41-6(d)(3); and

(v) assuming that the SpinCo Group elects not to carry back any net operating losses.

(b) The amount of Income Taxes attributable to the SpinCo Business or the Distributing Business with respect to any Joint Return other than a Distributing Federal Consolidated Income Tax Return shall be as determined in a manner consistent with the principles set forth in Section 2.2(a), to the extent relevant.

(c) In the case of any Joint Return for any Straddle Period:

(i) The amount of any Tax with respect to such Straddle Period that is based on or measured by income, sales, use, receipts, or other similar items shall be allocated between the Pre-Distribution Period and the Post-Distribution Period based on the Closing of the Books Method.

(ii) The amount of any Tax with respect to a Straddle Period other than Taxes described in Section 2.2(c)(i) shall be allocated between the Pre-Distribution Period and the Post-Distribution Period by multiplying the total amount of such Tax for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the Straddle Period ending on, and including, the Distribution Date, and the denominator of which is the number of calendar days in the entire Straddle Period, and allocating the result to the Pre-Distribution Period and the remainder of such Tax to the Post-Distribution Period.

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(d) The amount of Taxes attributable to the SpinCo Business or the Distributing Business with respect to any Joint Return for any Tax Period shall not be less than zero.

2.3 Employment Taxes. Liability for Employment Taxes shall be determined pursuant to the Employee Matters Agreement and this Agreement shall generally not apply to Employment Taxes.

2.4 Transaction Taxes. Each of Distributing and SpinCo shall be responsible for fifty percent (50%) of any and all Transaction Taxes.

2.5 Tax Refunds.

(a) Distributing shall be entitled to all Refunds related to Taxes the liability for which is allocated to Distributing pursuant to this Agreement. SpinCo shall be entitled to all Refunds related to Taxes the liability for which is allocated to SpinCo pursuant to this Agreement.

(b) SpinCo shall pay to Distributing any Refund received by SpinCo or any member of the SpinCo Group that is allocable to Distributing pursuant to this Section 2.5 no later than fifteen (15) Business Days after the receipt of such Refund. Distributing shall pay to SpinCo any Refund received by Distributing or any member of the Distributing Group that is allocable to SpinCo pursuant to this Section 2.5 no later than fifteen (15) Business Days after the receipt of such Refund. For purposes of this Section 2.5, any Refund that arises as a result of a deduction, credit, or other similar benefit in respect of Taxes other than a receipt of cash shall be deemed to be received on the earlier of (i) the date on which a Tax Return is filed claiming such deduction, credit, or other similar benefit, and (ii) the date on which payment of the Tax which would have otherwise been paid absent such deduction, credit, or other similar benefit is due (determined without taking into account any applicable extensions).

2.6 Prior Agreements. Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the Distributing Group, on the one hand, and any member of the SpinCo Group, on the other hand, if not previously terminated, shall be terminated as of the Distribution Date, without any further action by the parties thereto. Following the Closing, no member of the Distributing Group or SpinCo Group shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement between the members of the Distributing Group, on the one hand, and the members of the SpinCo Group, on the other hand.

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ARTICLE III

PREPARATION AND FILING OF TAX RETURNS

3.1 Parties’ Responsibility. Distributing shall be entitled to prepare and file, or cause to be prepared and filed, when due (taking into account any applicable extensions) any Distributing Separate Returns. SpinCo shall be entitled to prepare and file, or cause to be prepared and filed, when due (taking into account any applicable extensions) any SpinCo Separate Returns. In the case of Joint Returns, the Party (or its Affiliate) required under applicable law to prepare and file such Joint Return shall prepare, or cause to be prepared, such Joint Returns. If the Party required by law to prepare a Distributing Federal Consolidated Income Tax Return for taxable years 2022 and 2023 incurs any reasonable out-of-pocket costs to retain the services of a Third Party in preparing such Tax Returns, the other Party shall reimburse the Responsible Party for fifty percent (50%) of all such costs no later than fifteen (15) Business Days following the receipt of a statement setting forth the amount of such payment or payments (together with reasonable evidence thereof).

3.2 Right To Review Tax Returns. For any Joint Return, and any Separate Return to the extent that any position taken on such Separate Return would reasonably be expected to materially affect the Tax position of the Party other than the Responsible Party (the “Reviewing Party”), including with respect to Group Relief, the Responsible Party for such Tax Return shall prepare such Tax Return and shall provide a draft of the portion of such Tax Return that relates to the business of the Reviewing Party) to the Reviewing Party for its review, comment, and approval (such approval not to be unreasonably delayed, conditioned or withheld) at least fifteen (15) days prior to the due date for such Tax Return (taking into account any applicable extensions). In the event of any dispute regarding any Tax Return, the Parties shall cooperate in good faith to resolve any dispute. Any dispute that is unable to be resolved shall be resolved in accordance with Section 9.1 and, in the event that any dispute is not resolved (whether pursuant to good faith cooperation or in accordance with Section 9.1) prior to the due date (taking into account extensions) for such Tax Return, such Tax Return shall be timely filed by the Responsible Party in the manner determined by the Responsible Party and the Responsible Party agrees to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such dispute resolution.

3.3 Cooperation. The Parties shall provide, and shall cause their Affiliates to provide, assistance and cooperation to one another in accordance with Article VII with respect to the preparation and filing of Tax Returns, including providing information required to be provided under Article VIII. Notwithstanding anything to the contrary in this Agreement, Distributing shall not be required to disclose to SpinCo any consolidated, combined, unitary, or other similar Joint Return of which a member of the Distributing Group is the common parent or any information related to such a Joint Return other than information relating (i) solely to the SpinCo Group, (ii) to any refunds or Tax benefits to which SpinCo is entitled, or (iii) to the allocation of Taxes described in Section 2.1(a)(iii) or refunds or Tax benefits attributable thereto. If an amended Separate Return for Taxes other than any Federal Income Tax for which SpinCo is responsible under this Article III is required to be filed as a result of an amendment made to a Joint Return for Federal Income Tax pursuant to an audit adjustment, then the Parties shall cooperate to ensure that such amended Separate Return can be prepared and filed in a manner that preserves confidential information including through the use of third-party preparers.

3.4 Tax Reporting Practices. Except as otherwise provided in Section 3.5 or pursuant to a Final Determination, with respect to any Tax Return for any Tax Period that includes a Pre-Distribution Period, such Tax Return shall be prepared in accordance with past practices, accounting methods, elections or conventions (“Past Practices”) used with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by the Responsible Party.

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3.5 Reporting of the Transactions. The Tax treatment of the Transactions shall be reported on each applicable Tax Return consistently with the Tax Materials and the Tax-Free Status of the Transactions, taking into account the jurisdiction in which such Tax Return is filed, unless there is no Reasonable Basis for such Tax treatment. In the event that a Party shall determine that there is no Reasonable Basis for such Tax treatment, such Party shall notify the other Party no later than fifteen (15) Business Days prior to filing the relevant Tax Return, and the Parties shall attempt in good faith to agree on the manner in which the relevant portion of the Transactions shall be reported on such Tax Return.

3.6 Payment of Taxes.

(a) Subject to Section 3.6(b), (a) the Responsible Party with respect to any Tax Return shall pay any Tax required to be paid to the applicable Tax Authority in a timely manner, and (b) in the case of any Adjustment with respect to any Tax Return, the Responsible Party shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Tax Return required to be paid as a result of such Adjustment.

(b) In the case of any Tax Return for which the Party that is not the Responsible Party is obligated pursuant to this Agreement to pay all or a portion of the Taxes reported as due on such Tax Return, the Responsible Party shall notify the other Party, in writing, of its obligation to pay such Taxes and, in reasonably sufficient detail, its calculation of the amount due by such other Party, and the Party receiving such notice shall pay such amount to the Responsible Party no later than the later of (i) five (5) Business Days prior to the date on which such payment is due, and (ii) fifteen (15) Business Days after the receipt of such notice.

(c) With respect to any estimated Taxes, the Party that is or will be the Responsible Party with respect to any Tax Return that will reflect (or otherwise give credit for) such estimated Taxes shall remit or cause to be remitted to the applicable Taxing Authority in a timely manner any estimated Taxes due. In the case of any estimated Taxes for which the Party that is not the Responsible Party is obligated pursuant to this Agreement to pay all or a portion of the Taxes that will be reported as due on any Tax Return that will reflect (or otherwise give credit for) such estimated Taxes, the Responsible Party shall notify the other Party, in writing, of its obligation to pay such estimated Taxes and, in reasonably sufficient detail, its calculation of the amount due by such other Party and the Party receiving such notice shall pay such amount to the Responsible Party no later than the later of (i) five (5) Business Days prior to the date on which such payment is due, and (ii) fifteen (15) Business Days after the receipt of such notice.

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3.7 Amended Returns and Carrybacks.

(a) Distributing and SpinCo shall not, and shall not permit any member of the Distributing Group or the SpinCo Group, respectively, to, file or allow to be filed any request for an Adjustment for any Pre-Distribution Period if such Adjustment would reasonably be expected to reduce any Tax Attribute of, or result in an adverse Tax consequence to, any member of the other Party’s Group, without the prior written consent of such other Party (such consent not to be unreasonably withheld, conditioned, or delayed). At SpinCo’s request and at SpinCo’s cost and expense, unless the filing of such amended Tax Return would reduce any Distributing Tax Attribute or would reasonably be expected to result in an adverse Tax consequence to any member of the Distributing Group, Distributing shall file, or cause to be filed, amended Tax Returns for any Pre-Distribution Periods (which Tax Returns shall be prepared in a manner consistent with Section 3.4). At Distributing’s request, and at Distributing’s cost and expense, unless the filing of such amended Tax Return would reduce any SpinCo Tax Attribute or would reasonably be expected to result in an adverse Tax consequence to any member of the SpinCo Group, SpinCo shall file, or cause to be filed amended Tax Returns for any Pre-Distribution Periods (which Tax Returns shall be prepared in a manner consistent with Section 3.5).

(b) At the request and expense of SpinCo, Distributing shall file an Adjustment Request with respect to a Joint Return to utilize in any Tax Period that ends on or before or includes the Distribution Date with respect to any Joint Return any SpinCo Carryback arising in a Post-Distribution Period. Distributing shall pay to SpinCo any Refund received by Distributing or any member of the Distributing Group (net of any expenses incurred by the Distributing Group in connection with the applicable Adjustment Request not already paid or reimbursed by SpinCo) in connection with any Adjustment Request filed pursuant to this Section 3.7 no later than fifteen (15) Business Days after the receipt of such Refund. For purposes of this Section 3.7, any Refund in the form of a deduction, credit, or other similar benefit in respect of Taxes other than a receipt of cash shall be deemed to be received on the earlier of (i) the date on which a Tax Return is filed claiming such deduction, credit, or other similar benefit, and (ii) the date on which payment of the Tax which would have otherwise been paid absent such deduction, credit, or other similar benefit is due (determined without taking into account any applicable extensions).

3.8 Tax Attributes.

(a) Within ninety (90) days following the filing of the U.S. federal consolidated income Tax Return of Distributing for its 2023 taxable year, Distributing shall prepare and deliver to SpinCo a schedule (“Schedule 1”) setting forth the portion, if any, of certain Tax Attributes of the Distributing Affiliated Group apportioned to SpinCo or any member of the SpinCo Group and treated as a carryover to the first Post-Distribution Period of SpinCo (or such member) (including in accordance with Treasury Regulations Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A).

(b) To the extent either Party is required to determine the apportionment of any such Tax Attributes prior to the date described in Section 3.8(a), the Parties shall cooperate in good faith with respect to such required determination. Any disagreement with respect to an apportionment pursuant to this Section 3.8(b) that the Parties are unable to resolve shall be resolved in accordance with Section 9.1.

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(c) If, within thirty (30) days of receiving Schedule 1, SpinCo has raised an objection regarding the accuracy or compliance with applicable Tax Law of any apportionment set forth on Schedule 1, or if either Party at any time discovers that a Tax Attribute is not reflected on Schedule 1, Distributing and SpinCo shall cooperate in good faith to resolve such disagreement or determine the allocation of such Tax Attribute to SpinCo or any member of the SpinCo Group, and, if Distributing and SpinCo are unable to reach resolution, any dispute shall be resolved in accordance with Section 9.1. Schedule 1 shall be revised to reflect any agreed allocation, or any allocation as determined in accordance with Section 9.1.

(d) Schedule 1 as finally determined, including as revised pursuant to Section 3.8(b), shall be binding on Distributing and each member of the Distributing Group and on SpinCo and each member of the SpinCo Group. Except to the extent otherwise required by a change in applicable Tax Law or pursuant to a Final Determination, or as otherwise agreed between them, neither Distributing nor SpinCo shall take any position (whether on a Tax Return or otherwise) that is inconsistent with the information contained in any such written notice.

3.9 Group Relief.

(a) (i) SpinCo shall procure that each relevant member of the SpinCo Group shall surrender to, or claim from, a relevant member of the Distributing Group, and (ii) Distributing shall procure that each relevant member of the Distributing Group shall claim from, or surrender to, a relevant member of the SpinCo Group, any Group Relief available in respect of all Pre-Distribution Periods, provided that neither SpinCo nor Distributing shall be obliged to procure that any member of its Group makes (x) any such surrender of Group Relief to a member of the other Group ahead of any surrender of Group Relief to another member of its own Group, or (y) any such claim of Group Relief from a member of the other Group ahead of any claim of Group Relief available from a member of its own Group. Distributing and SpinCo shall procure that the relevant members of its Group use all reasonable endeavors to procure that full effect is given to surrenders and claims to be made under this Section 3.9 and that such surrenders and claims are allowed in full by HM Revenue & Customs, including signing and submitting to HM Revenue & Customs all such notices of consent to surrender (including provisional or protective notices of consent in cases where any relevant UK corporation tax computation has not yet been agreed).

(b) To the extent any surrender is made under Section 3.9(a), in consideration for each such surrender, SpinCo and Distributing shall procure that the relevant member of its Group that is the company claiming Group Relief (the “Claiming Party”) shall pay to the member of the other Group that is the surrendering company a sum equal to the amount of UK corporation tax from which the Claiming Party has been relieved by virtue of the surrender being made. Any sum payable under this Section 3.9(b) shall be paid on the date on which any corporation tax chargeable on the taxable profits of the Claiming Party for the Taxable Period to which the relevant surrender relates becomes due and payable (or would have become due and payable had the Claiming Party incurred any liability to UK corporation tax in respect of that Taxable Period).

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ARTICLE IV

TAX-FREE STATUS OF THE TRANSACTIONS

4.1 Representations and Warranties.

(a) Distributing, on behalf of itself and all other members of the Distributing Group, hereby represents and warrants that (i) it has examined the IRS Ruling, the IRS Ruling Request, the Tax Opinion, the Tax Certificates, Internal Reorganization Step Plan, and any other materials delivered or deliverable in connection with the issuance of the IRS Ruling and the rendering of the Tax Opinion, in each case, as they exist as of the date hereof (collectively, the “Tax Materials”), and (ii) the facts presented and representations made therein, to the extent descriptive of or otherwise relating to Distributing or any member of the Distributing Group or the Distributing Business, were or will be, at the time presented or represented and from such time until and including the Distribution Date, true, correct, and complete in all material respects. Distributing, on behalf of itself and all other members of the Distributing Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to Distributing, any member of the Distributing Group, or the Distributing Business.

(b) SpinCo, on behalf of itself and all other members of the SpinCo Group, hereby represents and warrants that (i) it has examined the Tax Materials, and (ii) the facts presented and representations made therein, to the extent descriptive of or otherwise relating to SpinCo or any member of the SpinCo Group or the SpinCo Business, were or will be, at the time presented or represented and from such time until and including the Distribution Date, true, correct, and complete in all material respects. SpinCo, on behalf of itself and all other members of the SpinCo Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to SpinCo, any member of the SpinCo Group, or the SpinCo Business.

(c) Each of Distributing, on behalf of itself and all other members of the Distributing Group, and SpinCo, on behalf of itself and all other members of the SpinCo Group, represents and warrants that it knows of no fact or circumstance (after due inquiry) that may cause the Transactions to fail to qualify for Tax-Free Status.

(d) Each of Distributing on behalf of itself and all other members of the Distributing Group, and SpinCo, on behalf of itself and all other members of the SpinCo Group, represents and warrants that it has no plan or intention to take, fail to take, or cause or permit to be taken any action which is inconsistent with any of the statements or representations made or set forth in the Tax Materials.

ARTICLE V

INDEMNITY OBLIGATIONS

5.1 Indemnity Obligations. Notwithstanding anything to the contrary in this Agreement:

(a) Distributing shall indemnify and hold harmless SpinCo from and against, and will reimburse SpinCo for,

(i) all liability for Taxes allocated to Distributing pursuant to Article II (except to the extent described in Section 5.1(b)(iv)),

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(ii) except to the extent described in Section 5.1(a)(iv), Distributing’s Pro Rata Percentage of Taxes or Tax-Related Losses resulting from the failure of the Transactions to qualify for Tax-Free Status, other than those Taxes or Tax-Related Losses for which SpinCo is responsible pursuant to Section 5.1(b)(iv),

(iii) the amount of any Refund received by any member of the Distributing Group that is allocated to SpinCo pursuant to Section 2.5(a), and

(iv) any Taxes and Tax-Related Losses attributable to a Distributing Disqualifying Action.

(b) SpinCo shall indemnify and hold harmless Distributing from and against, and will reimburse Distributing for,

(i) all liability for Taxes allocated to SpinCo pursuant to Article II (except to the extent described in Section 5.1(a)(iv)),

(ii) except to the extent described in Section 5.1(b)(iv), SpinCo’s Pro Rata Percentage of Taxes or Tax-Related Losses resulting from the failure of the Transactions to qualify for Tax-Free Status, other than those Taxes or Tax-Related Losses for which Distributing is responsible pursuant to Section 5.1(a)(iv),

(iii) the amount of any Refund received by any member of the SpinCo Group that is allocated to Distributing pursuant to Section 2.5(b), and

(iv) any Taxes and Tax-Related Losses attributable to a SpinCo Disqualifying Action.

(c) To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Section 5.1(a)(iv) (on the one hand) and Section 5.1(b)(iv) (on the other hand), responsibility for such Tax or Tax-Related Loss shall be shared by Distributing and SpinCo according to relative fault.

5.2 Indemnification Payments.

(a) Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as a result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee, including any Tax-Related Losses attributable thereto. The Indemnifying Party shall pay such amount, including any Tax-Related Losses attributable thereto, to the Indemnitee no later than the later of (i) five (5) Business Days prior to the date on which such payment is due to the applicable Taxing Authority, and (ii) fifteen (15) Business Days after the receipt of notice from the other Party.

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(b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than fifteen (15) Business Days after such change or redetermination, such other Party shall pay to the first Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination.

5.3 Payment Mechanics.

(a) All payments under this Agreement (except any payment made under Section 3.9 (Group Relief)) shall be made by Distributing directly to SpinCo and by SpinCo directly to Distributing; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Distributing Group, on the one hand, may make such indemnification payment to any member of the SpinCo Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Section 5.4.

(b) In the case of any payment of Taxes made by a Responsible Party or Indemnitee pursuant to this Agreement for which such Responsible Party or Indemnitee, as the case may be, has received a payment from the other Party, such Responsible Party or Indemnitee shall provide to the other Party a copy of any official government receipt received with respect to the payment of such Taxes to the applicable Taxing Authority (or, if no such official governmental receipts are available, executed bank payment forms, evidence of wire remittance, or other reasonable evidence of payment).

(c) Following the payment of any Transaction Taxes, Distributing and SpinCo shall each present a statement setting forth the amount of such payment or payments (together with reasonable evidence thereof) and any other information reasonably necessary to calculate the amount by which either Party has paid more than fifty percent (50%) of all Transaction Taxes paid to date. Such amount shall be reimbursed by the other Party no later than fifteen (15) Business Days following the receipt of such statement.

5.4 Treatment of Payments.

(a) The Parties agree that any payment made between the Parties pursuant to this Agreement shall be treated for all U.S. federal income tax purposes, to the extent permitted by Law, as either (i) a non-taxable contribution by Distributing to SpinCo, or (ii) a distribution by SpinCo to Distributing, and, in the case of any payment made between the Parties pursuant to this Agreement after the Distribution, such payment shall be treated as having been made immediately prior to the Distribution for U.S. federal income tax purposes. Notwithstanding the foregoing, if SpinCo or Distributing determines that any payment made pursuant to this Agreement is to be treated, for any Tax purposes, as a payment made by one Party acting as an agent of one of such Party’s Subsidiaries to the other Party acting as an agent of one of such other Party’s Subsidiaries, the Party making such determination shall inform the other Party and, to the extent permitted by applicable Law, the Parties agree to treat any such payment accordingly.

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(b) To the extent that any payment pursuant to this Article V (including any increased payment pursuant to this Section 5.4) is subject to Tax in the hands of the recipient, the amount payable hereunder shall be increased by an amount equal to the product of (i) one half (1/2) and (ii) the amount of Tax imposed on the recipient by reason of the receipt of such payment. It is the intention of the parties that Taxes imposed on payments hereunder (including increased payments pursuant to this Section 5.4) be borne 50% by the payor and 50% by the payee, and this Section 5.4 shall be interpreted accordingly.

ARTICLE VI

TAX CONTESTS

6.1 Notice. Each Party shall notify the other Party in writing within fifteen (15) days after receipt by such Party or any member of its Group of a written communication from any Taxing Authority with respect to any pending or threatened audit, examination, claim, dispute, suit, action, proposed assessment, or other proceeding concerning any Taxes for which the other Party may be liable pursuant to this Agreement (a “Tax Contest”). Such notice shall include copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail. The failure of an Indemnitee to give notice as provided in this Section 6.1 (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.

6.2 Separate Returns. In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

6.3 Joint Returns. In the case of any Tax Contest with respect to the U.S. federal consolidated income Tax Return of Distributing for any period or portion thereof prior to the Distribution, or with respect to any U.S. state combined, consolidated, or affiliated group income Tax Return for any period or portion thereof prior to the Distribution, Distributing shall be the Controlling Party. In the case of any Tax Contest with respect to any Canadian income Tax Return of Crane Canada Co. or Crane Supply Co. for any period or portion thereof prior to the Distribution, SpinCo shall be the Controlling Party. In the case of any Tax Contest with respect to any Joint Return not described in the preceding two sentences, the Party that would reasonably be expected to bear a greater portion of the liability for such Tax Contest (under applicable law and as allocated pursuant to this Agreement) shall be the Controlling Party. The Controlling Party of any Tax Contest concerning any Joint Return shall not settle any such Tax Contest without the prior written consent of the Non-Controlling Party (such consent not to be unreasonably withheld, conditioned or delayed). In the event of any disagreement regarding any matter described in this Section 6.3, the provisions of Article IX shall apply.

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6.4 Information Rights. Unless waived by the Parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable for Taxes or be required to make any indemnification payment to the Controlling Party under this Agreement (i) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (ii) the Controlling Party shall provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Taxing Authority; (iii) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Taxing Authority or judicial authority in connection with such potential adjustment in such Tax Contest; (iv) the Controlling Party shall consult with the Non-Controlling Party (including, without limitation, regarding the use of outside advisors to assist with the Tax Contest) and offer the Non-Controlling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest; (v) the Controlling Party shall defend such Tax Contest diligently and in good faith, and (vi) the Controlling Party shall not settle any such Tax Contest without the prior written consent of the Non-Controlling Party (such consent not to be unreasonably withheld, conditioned or delayed).

6.5 Power of Attorney. Each member of the SpinCo Group shall execute and deliver to Distributing (or such member of the Distributing Group as Distributing shall designate) any power of attorney or other similar document reasonably requested by Distributing (or such designee) in connection with any Tax Contest (as to which Distributing is the Controlling Party) described in this Article VI. Each member of the Distributing Group shall execute and deliver to SpinCo (or such member of the SpinCo Group as SpinCo shall designate) any power of attorney or other similar document requested by SpinCo (or such designee) in connection with any Tax Contest (as to which SpinCo is the Controlling Party) described in this Article VI.

ARTICLE VII

ASSISTANCE AND COOPERATION

7.1 General.

(a) Each Party shall fully cooperate, and shall cause all members of such Party’s Group to fully cooperate, with all reasonable requests in writing from the other Party, or from an agent, representative, or advisor of such Party, in connection with the preparation and filing of any Tax Return, claims for Refunds, the conduct of any Tax Contest, and calculations of amounts required to be paid pursuant to this Agreement, in each case, related or attributable to or arising in connection with Taxes of either Party or any member of either Party’s Group covered by this Agreement and the establishment of any reserve required in connection with any financial reporting (a “Tax Matter”). Such cooperation shall include the provision of any information reasonably necessary or helpful in connection with a Tax Matter and shall include, without limitation:

(i) the provision of any Tax Returns of either Party or any member of either Party’s Group, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities;

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(ii) the execution of any document (including any power of attorney) in connection with any Tax Contest of either Party or any member of either Party’s Group, or the filing of a Tax Return or a Refund claim of either Party or any member of either Party’s Group;

(iii) the use of the Party’s commercially reasonable efforts to obtain any documentation in connection with a Tax Matter; and

(iv) the use of the Party’s commercially reasonable efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information in connection with the filing of any Tax Returns of either Party or any member of either Party’s Group.

(b) Each Party shall make its employees and facilities available on a mutually convenient basis to facilitate such cooperation.

(c) The out-of-pocket costs and expenses of preparing or providing any information requested pursuant to this Article VII shall be borne by the requesting Party and shall be reimbursed to the Party bearing such expenses promptly, but in no event later than fifteen (15) days following request for such reimbursement.

7.2 Confidentiality. Any information or documents provided under this Article VII shall be kept confidential by the Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall a Party, or any of their respective Affiliates, be required to provide the other Party, or any of their respective Affiliates, access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that a Party determines that the provision of any information to the other Party, or their respective Affiliates, could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their obligations under this Article VII in a manner that avoids any such harm or consequence.

7.3 Income Tax Return Information. Each Party shall provide to the other Party information and documents relating to its Group required by the other Party to prepare Tax Returns, including, but not limited to, any pro forma returns, work papers, and reasonable access to personnel with knowledge of such information and documents, required by the Responsible Party for purposes of preparing such Tax Returns. Any information or documents the Responsible Party requires to prepare such Tax Returns shall be provided in such form as the Responsible Party reasonably requests and at or prior to the time reasonably specified by the Responsible Party so as to enable the Responsible Party to file such Tax Returns on a timely basis. The out-of-pocket costs and expenses of preparing any information requested pursuant to this Section 7.3 shall be borne by the requesting Party.

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ARTICLE VIII

RETENTION OF RECORDS; ACCESS

8.1 Retention of Records. For so long as the contents thereof may become material in the administration of any matter under applicable Tax Law, but in any event until the later of (i) sixty (60) days after the expiration of any applicable statutes of limitation (including any waivers or extensions thereof), and (ii) seven (7) years after the Distribution Date, the Parties shall retain records, documents, accounting data, and other information (including computer data) necessary for the preparation and filing of all Tax Returns (collectively, “Tax Records”) in respect of Taxes of any member of either the Distributing Group or the SpinCo Group for any Pre-Distribution Period or Post-Distribution Period or for any Tax Contests relating to such Tax Returns. At any time after the Distribution Date when the Distributing Group proposes to destroy any Tax Records, Distributing shall first notify SpinCo in writing, and the SpinCo Group shall be entitled to receive such records or documents proposed to be destroyed. At any time after the Distribution Date when the SpinCo Group proposes to destroy any Tax Records, SpinCo shall first notify Distributing in writing, and the Distributing Group shall be entitled to receive such records or documents proposed to be destroyed. The Parties will notify each other in writing of any waivers or extensions of the applicable statute of limitations that may affect the period for which the foregoing records or other documents must be retained.

8.2 Access to Tax Records. The Parties and their respective Affiliates shall make available to each other for inspection and copying, during normal business hours upon reasonable notice, all Tax Records (including, for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession. Each of the Parties shall permit the other Party and its Affiliates, authorized agents, and representatives and any representative of a Taxing Authority or other Tax auditor direct access, during normal business hours upon reasonable notice, to any computer program or information technology system used to access or store any Tax Records, in each case to the extent reasonably required by the other Party in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items pursuant to this Agreement. The Party seeking access to the records of the other Party shall bear all costs and expenses associated with such access, including any professional fees.

ARTICLE IX

DISPUTE RESOLUTION

9.1 Dispute Resolution. The Parties mutually desire that friendly collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement between any member of the Distributing Group and any member of the SpinCo Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder (a “Tax Advisor Dispute”), the Tax departments of the Parties shall negotiate in good faith to resolve the Tax Advisor Dispute. If such good faith negotiations do not resolve the Tax Advisor Dispute, then such Tax Advisor Dispute shall be resolved pursuant to the procedures set forth in [Article VIII] of the Separation Agreement; provided, that each of the mediators or arbitrators selected in accordance with [Article VIII] of the Separation Agreement must be Tax Advisors.

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9.2 Injunctive Relief. Nothing in this Article IX will prevent either Party from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the procedures set forth in [Article VIII] of the Separation Agreement could result in serious and irreparable injury to such Party. Notwithstanding anything to the contrary in this Agreement, the Separation Agreement or any Ancillary Agreement, Distributing and SpinCo are the only members of their respective Groups entitled to commence a dispute resolution procedure under this Agreement, and each of Distributing and SpinCo will cause its respective Group members not to commence any dispute resolution procedure other than through such Party as provided in this Article IX.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Complete Agreement. Except as otherwise expressly noted herein with respect to the Employee Matters Agreement and the Separation Agreement, this Agreement shall constitute the entire agreement among the Parties with respect to Taxes and Tax Returns of the Parties and their respective Affiliates and shall supersede all previous negotiations, commitments, course of dealings, and writings with respect to such subject matter. In the event and to the extent of any conflict between this Agreement, on the one hand, and the Separation Agreement and the other Ancillary Agreements relating to the transactions contemplated by the Separation Agreement, on the other hand, with respect to Taxes and Tax Returns (other than Employment Taxes) of the Parties and their respective Affiliates, the terms and conditions of this Agreement shall govern.

10.2 Other Agreements. Except as expressly set forth herein (including, for the avoidance of doubt, as provided in Section 10.1), this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Separation Agreement and the other Ancillary Agreements.

10.3 Counterparts. This Agreement may be executed in more than one counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile, by e-mail in portable document format (.pdf) or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.

10.4 Survival. Notwithstanding any other provision of this Agreement to the contrary, all representations, covenants, and obligations contained in this Agreement, and Liability for breach of any obligations contained herein, shall survive the Separation and Distribution and shall remain in full force and effect.

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10.5 Notices. All notices, requests, claims, demands and other communications under this Agreement as between the Parties, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt unless the day of receipt is not a Business Day, in which case it shall be deemed to have been duly given or made on the next Business Day) by delivery in person, by overnight courier service, by registered or certified mail (postage prepaid, return receipt requested), or, in case of any such communication under this Agreement other than demands for payment or requests pursuant to Section 3.7 to file an amended Tax Return or Adjustment Request, by electronic e-mail with receipt confirmed, to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.5):

If to Crane Holdings, Co., prior to the Distribution, or Crane NXT, Co., after the Distribution:

Crane Holdings, Co. (prior to the Distribution) or Crane NXT, Co. (after the Distribution)

[300 First Stamford Place

Stamford, CT 06902]

Attn: General Counsel

E-mail: [•]

Attn: Vice President, Tax

E-mail: [•]

If to Crane Company:

Crane Company

[100 First Stamford Place

Stamford, CT 06902]

Attn: General Counsel

E-mail: [•]

Attn: Vice President, Tax

E-mail: [•]

10.6 Waiver.

(a) Any provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by the Party against whom the waiver is to be effective.

(b) No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

10.7 Modification or Amendment. This Agreement may only be amended, modified or supplemented, in whole or in part, in a writing signed on behalf of each of the Parties in the same manner as this Agreement and which makes reference to this Agreement.

10.8 Successors. This Agreement shall be binding on and inure to the benefit of any successor by merger, acquisition of assets, or otherwise, to either of the Parties (including but not limited to any successor of Distributing or SpinCo succeeding to any Tax Attributes of either Party under Section 381 of the Code), to the same extent as if such successor had been an original party to this Agreement.

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10.9 No Assignment; Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit, of the Parties and their permitted successors and assigns. No Party to this Agreement may assign or delegate, by operation of law or otherwise, all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other Party, which such Party may withhold in its absolute discretion, except that (a) each Party may assign any or all of its rights and interests hereunder to an Affiliate thereof and (b) each Party may assign any of its obligations hereunder to an Affiliate thereof; provided, however, that such assignment shall not relieve such Party of any of its obligations hereunder unless agreed to by the non-assigning Party, and any attempt to do so shall be ineffective and void ab initio. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permitted assigns.

10.10 Payment Terms. Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount to be paid or reimbursed by any Party (and/or a member of such Party’s Group), on the one hand, to any other Party (and/or a member of such Party’s Group), on the other hand, under this Agreement shall be paid or reimbursed hereunder within fifteen (15) Business Days after presentation of an undisputed invoice or a written demand therefor and setting forth, or accompanied by, reasonable documentation or other reasonable explanation supporting such amount.

10.11 No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Article V).

10.12 Termination. Notwithstanding anything to the contrary herein, this Agreement may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by and in the sole discretion of Distributing, without the approval of SpinCo or the stockholders of Distributing. In the event of such termination, this Agreement shall become null and void and no Party, nor any of its officers, directors or employees, shall have any Liability to any other Party or any other Person. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by each of the Parties.

10.13 Third Party Beneficiaries. Except as specifically provided in the Separation Agreement or any Ancillary Agreement, this Agreement is solely for the benefit of each Party and its respective successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person, and should not be deemed to confer upon any Third Party any remedy, claim, liability, reimbursement, Proceedings or other right in excess of those existing without reference to this Agreement.

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10.14 Titles and Headings. Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

10.15 Governing Law. This Agreement, and all actions, causes of action or claims of any kind (whether at law, in equity, in contract, in tort, or otherwise) that may be related to, arising out of or resulting from this Agreement, or the negotiation, execution, or performance of this Agreement (including any action, cause of action or claim of any kind related to, arising out of or resulting from any representation or warranty made in, in connection with or as an inducement to this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including without limitation Delaware laws relating to applicable statutes of limitations and burdens of proof and available remedies.

10.16 Specific Performance. The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with their specific terms, and monetary damages, even if available, would not be an adequate remedy for any such failure to perform or any breach of this Agreement. Accordingly, it is hereby agreed that the Parties shall be entitled to an injunction or injunctions to enforce specifically the terms and provisions hereof in any arbitration or court proceeding in accordance with [Article VIII] of the Separation Agreement without proof of actual damages. Each Party agrees that it will not oppose (and hereby waives any defense in any action for) the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that the other Party hereto has an adequate remedy at law. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.

10.17 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY JUDICIAL PROCEEDING IN WHICH ANY CLAIM OR COUNTERCLAIM (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT, OR OTHERWISE) ASSERTED RELATED TO, ARISING OUT OF OR RESULTING FROM THIS AGREEMENT, ANY ANCILLARY AGREEMENT, OR THE COURSE OF DEALING OR RELATIONSHIP BETWEEN THE PARTIES TO THIS AGREEMENT, INCLUDING THE NEGOTIATION, EXECUTION, AND PERFORMANCE OF SUCH AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND THAT NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, OR REPRESENTATIVE OF ANY PARTY SHALL REQUEST A JURY TRIAL IN ANY SUCH PROCEEDING NOR SEEK TO CONSOLIDATE ANY SUCH PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.17.

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10.18 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance here from.

10.19 Mutual Drafting. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

10.20 Authorization. Each of the Parties hereby represents and warrants that (a) it has the power and authority to execute, deliver and perform this Agreement, (b) this Agreement has been duly authorized by all necessary corporate action on the part of such Party and (c) this Agreement constitutes a legal, valid and binding obligation of each such Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and general equity principles.

10.21 No Duplication; No Double Recovery. Nothing in this Agreement is intended to confer to or impose upon either Party a duplicative right, entitlement, obligation, or recovery with respect to any matter arising out of the same facts and circumstances (including with respect to the rights, entitlements, obligations, and recoveries that may arise out of Article V).

10.22 No Reliance on Other Party. The Parties represent to each other that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have relied upon their own knowledge and judgment and have conducted such investigations they and their in-house counsel have deemed appropriate regarding this Agreement and their rights in connection with this Agreement. Each Party hereto is not relying upon any representations or statements made by the other Party, or any such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. Each Party hereto is not relying upon a legal duty, if one exists, on the part of the other Party (or any such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that no Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement or any provision hereof.

[Signature page follows. The remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written.

CRANE HOLDINGS, CO.
By:
Name:	[•]
Title:	[•]
CRANE COMPANY
By:
Name:	[•]
Title:	[•]

[Tax Matters Agreement Signature Page]

EX-10.3

Exhibit 10.3

EMPLOYEE MATTERS AGREEMENT

by and between

CRANE HOLDINGS, CO.

and

CRANE COMPANY

Dated as of

[•]

TABLE OF CONTENTS

		Page
ARTICLE I			1
DEFINITIONS			1
Section 1.1.	Definitions		1
Section 1.2.	Interpretation		9
ARTICLE II			11
ASSIGNMENT OF EMPLOYEES			11
Section 2.1.	Active Employees		11
Section 2.2.	Former Employees		12
Section 2.3.	Independent Contractors		12
Section 2.4.	Employment Law Obligations		12
Section 2.5.	Payroll and Related Taxes		13
Section 2.6.	Employee Records		13
ARTICLE III			15
EQUITY AND INCENTIVE COMPENSATION PLANS			15
Section 3.1.	Establishment of Crane Company Stock Incentive Plan		15
Section 3.2.	General Principles		15
Section 3.3.	Tax Reporting and Withholding; Payment of Option Exercise Price		17
Section 3.4.	Deferred Stock Unit Awards		19
Section 3.5.	TRSU Awards		20
Section 3.6.	PRSU Awards		21
Section 3.7.	Stock Option Awards		22
Section 3.8.	Registration; Section 16(b) of the Exchange Act		24
Section 3.9.	Compliance with Section 409A		25
Section 3.10.	Non-Equity Incentive Plans		25
Section 3.11.	“Shareholder Method” Adjusted Awards Upon Change in Control		25
Section 3.12.	Conformity with Non-U.S. Laws		26
Section 3.13.	Employment Treatment		26
ARTICLE IV			27
GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES			27
Section 4.1.	General Principles		27
Section 4.2.	Service Credit		28
Section 4.3.	Plan Administration		29
ARTICLE V			30
PENSION, EXCESS AND SUPPLEMENTAL PLANS			30
Section 5.1.	General Principles		30

ii

Section 5.2.	U.S. Pension Plan	30
Section 5.3.	Non-U.S. Pension Plans	30
Section 5.4.	Non-Qualified Deferred Compensation Plans	31
ARTICLE VI		32
SAVINGS PLANS		32
Section 6.1.	U.S. Savings Plans	32
Section 6.2.	Treatment of Crane NXT, Co. Common Stock and Crane Company Common Stock	32
Section 6.3.	U.S. Transfer of Accounts	33
Section 6.4.	Non-U.S. Savings Plans	33
ARTICLE VII		34
WELFARE PLANS		34
Section 7.1.	Establishment of Crane NXT, Co. Welfare Plans	34
Section 7.2.	Transitional Matters Under Crane Company Welfare Plans	35
Section 7.3.	Continuity of Benefits, Benefit Elections and Beneficiary Designations	36
Section 7.4.	Insurance Contracts	37
Section 7.5.	Third-Party Vendors	37
Section 7.6.	Claims Experience	37
Section 7.7.	Allocation of Demutualization Proceeds	38
ARTICLE VIII		38
BENEFIT ARRANGEMENTS		38
Section 8.1.	Benefit Arrangements	38
ARTICLE IX		38
WORKERS’ COMPENSATION AND UNEMPLOYMENT COMPENSATION		38
Section 9.1.	General Principles	38
Section 9.2.	Crossover Claims	38
Section 9.3.	Additional Details	39
ARTICLE X		39
INDIVIDUAL AGREEMENTS, SEVERANCE AND OTHER MATTERS		39
Section 10.1.	Individual Agreements	39
Section 10.2.	Severance	40
Section 10.3.	Accrued Time Off	40
Section 10.4.	Leaves of Absence	40
Section 10.5.	Collective Bargaining Agreements	41
Section 10.6.	Director Cash Fees	41
Section 10.7.	Restrictive Covenants in Employment and Other Agreements	41
Section 10.8.	Non-Solicitation	42

iii

ARTICLE XI		42
GENERAL PROVISIONS		42
Section 11.1.	Preservation of Rights to Amend	42
Section 11.2.	Confidentiality	42
Section 11.3.	Administrative Complaints/Litigation	43
Section 11.4.	Reimbursement and Indemnification	43
Section 11.5.	Costs of Compliance with Agreement	44
Section 11.6.	Fiduciary Matters	44
Section 11.7.	Entire Agreement	44
Section 11.8.	Binding Effect; No Third-Party Beneficiaries; Assignment	44
Section 11.9.	Amendment	45
Section 11.10.	Failure or Indulgence Not Waiver; Remedies Cumulative	45
Section 11.11.	Notices	45
Section 11.12.	Counterparts	45
Section 11.13.	Severability	45
Section 11.14.	Governing Law	45
Section 11.15.	Performance	46
Section 11.16.	Construction	46
Section 11.17.	Effect if Distribution Does Not Occur	46

iv

EMPLOYEE MATTERS AGREEMENT

THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of [•], by and between Crane Holdings, Co., a Delaware corporation (“Crane Holdings, Co.” prior to the Distribution (as defined below), and “Crane NXT, Co.” following the Distribution), and Crane Company, a Delaware corporation and a wholly-owned subsidiary of Crane Holdings, Co. (“Crane Company”) (each a “Party” and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Article I hereof.

RECITALS

WHEREAS, Crane Company is a wholly owned subsidiary of Crane Holdings, Co.;

WHEREAS, the Board of Directors of Crane Holdings, Co. (the “Crane Holdings, Co. Board”) has determined that it would be appropriate and in the best interests of Crane Holdings, Co. and its stockholders to effectuate the Distribution as described in the Separation and Distribution Agreement between Crane Holdings, Co. and Crane Company, dated as of [•] (the “Separation Agreement”), following which Crane Holdings, Co. shall be renamed Crane NXT, Co. and Crane Company shall operate as a separate, unrelated publicly-traded company;

WHEREAS, the Separation Agreement provides, among other things, subject to the terms and conditions thereof, for the Distribution and for the execution and delivery of certain other agreements, including this Agreement, in order to facilitate and provide for the separation of Crane Company and its Subsidiaries from Crane Holdings, Co.;

WHEREAS, in order to ensure an orderly transition under the Separation Agreement, it will be necessary for the Parties to allocate between them assets, liabilities and responsibilities with respect to certain employment, compensation and employee benefit matters; and

WHEREAS, the Parties acknowledge that this Agreement, the Separation Agreement and the other Ancillary Agreements represent the integrated agreement of Crane Holdings, Co. and Crane Company relating to the separation of Crane Company and its Subsidiaries from Crane Holdings, Co. and the Distribution, are being entered into together and would not have been entered into independently.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Separation Agreement. For purposes of this Agreement, the following terms shall have the meanings set forth below.

“Affiliate” has the meaning set forth in the Separation Agreement.

“Agreement” has the meaning set forth in the preamble to this Agreement and shall include all Schedules hereto and all amendments, modifications and changes hereto and thereto entered into in accordance with Section 11.9.

“Ancillary Agreements” has the meaning set forth in the Separation Agreement.

“Benefit Arrangement” means any contract, agreement, policy, practice, program, plan, trust or arrangement (other than any Welfare Plan, any Pension Plan or any bonus, stock-based compensation or other form of incentive compensation), providing for benefits, perquisites or compensation of any nature to any Employee, or to any family member, dependent or beneficiary of any such Employee, including travel and accident, tuition reimbursement, vacation, sick, personal or bereavement days, and holidays.

“Business Day” has the meaning set forth in the Separation Agreement.

“Business Entity” has the meaning set forth in the Separation Agreement.

“COBRA” means the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Part 6 of Subtitle B of Title I of ERISA and at Code Section 4980B, as amended, and the regulations provided thereunder.

“Code” means the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

“Confidential Information” has the meaning set forth in the Separation Agreement.

“Crane Company” has the meaning set forth in the recitals to this Agreement.

“Crane Company Adjustment Ratio” means the quotient, obtained by dividing (a) the Post-Distribution Crane Company Stock Value, by (b) the Crane Holdings, Co. Stock Value.

“Crane Company Benefit Arrangement” means any Benefit Arrangement sponsored or maintained by a member of the Crane Company Group immediately prior to the Effective Time.

“Crane Company Board” means the Board of Directors of Crane Company.

“Crane Company Common Stock” means the common stock of Crane Company, par value $1.00 per share.

“Crane Company Compensation Committee” means the Management Organization and Compensation Committee of the Crane Company Board.

“Crane Company DSU Award” means an award of deferred stock units relating to Crane Company Shares as described in Section 3.4.

“Crane Company Employee” means any individual who is employed by a member of the Crane Company Group immediately after the Effective Time (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury or leave of absence approved or otherwise taken in accordance with applicable Law).

2

“Crane Company Equity Compensation Awards” means (a) Crane Company DSU Awards; (b) Crane Company TRSU Awards; (c) Crane Company PRSU Awards; and (d) Crane Company Option Awards.

“Crane Company Executive Officer” means a Crane Company Employee who, immediately after the Effective Time, is an “officer” of Crane Company who is subject to the reporting requirements of Section 16 of the Exchange Act.

“Crane Company FSA” has the meaning set forth in Section 7.3(b).

“Crane Company Group” means, collectively Crane Company and (a) each Person that is a direct or indirect Subsidiary (or minority investment) of Crane Company immediately prior to the Effective Time (but after giving effect to the Internal Reorganization), and (b) each Person that is or becomes a direct or indirect Subsidiary (or minority investment) of Crane Company after the Effective Time.

“Crane Company Independent Contractor” has the meaning set forth in Section 2.3(b).

“Crane Company Individual Agreement” has the meaning set forth in Section 10.1(a).

“Crane Company Legacy Award Holder” means the holder of one or more Crane Holdings, Co. Equity Compensation Awards under any of the Crane Holdings, Co. Stock Incentive Plans, who is a Former Crane Company Employee (or the beneficiary or assignee of a Former Crane Company Employee).

“Crane Company Non-Employee Director” means a member of the Crane Company Board (including any Crane Company Transferred Non-Employee Director) who is not a Crane Company Employee.

“Crane Company Non-U.S. Pension Plans” has the meaning set forth in Section 5.3(a).

“Crane Company Non-U.S. Savings Plans” has the meaning set forth in Section 6.4(a).

“Crane Company Option Award” means an award of options to purchase Crane Company Shares.

“Crane Company Pension Plans” means the defined benefit retirement plans sponsored and maintained by any one or more members of the Crane Company Group immediately prior to the Effective Time, including the Pension Plan for All Eligible Employees of Crane Co.; the Crane Australia Pty Ltd Superannuation Fund; the Pension Plan for Employees of Xomox, a Division of Crane Canada Co.; the Xomox International GmbH & Co. Lindau Pension Plan; the Barksdale Control Products GmbH; the Interpoint Taiwan Corp. Retirement Benefit Plan; the Crane Pension Scheme; and the Crane Flow Saunders Pension Scheme.

“Crane Company PRSU Award” means an award of performance-based restricted stock units relating to Crane Company Shares.

“Crane Company Restoration Plan” means any benefit restoration plan sponsored or maintained by any one or more members of the Crane Company Group immediately prior to the Effective Time, including the Crane Co. Pension Benefit Equalization Plan.

3

“Crane Company Savings Plans” means the defined contribution retirement plans sponsored and maintained by any one or more members of the Crane Company Group immediately prior to the Effective Time, including the Crane Company U.S. Savings Plan, the Canada Group Retirement Savings Plan (RSP) and Group Deferred Profit Sharing Plan (DPSP) and the Crane Group Personal Pension Plan.

“Crane Company Share” means a share of Crane Company Common Stock.

“Crane Company Stock Incentive Plan” means the plan or plans adopted by Crane Company and approved by Crane Holdings, Co., as sole stockholder of Crane Company prior to the Distribution, including the Crane Company 2023 Stock Incentive Plan, under which the Crane Company equity-based awards described in Article III shall be issued.

“Crane Company Transferred Non-Employee Director” means each Crane Company Non-Employee Director immediately after the Effective Time, who served on the Crane Holdings, Co. Board immediately prior to the Effective Time.

“Crane Company TRSU Award” means an award of time-based restricted stock units relating to Crane Company Shares.

“Crane Company U.S. Pension Plan” means the Pension Plan for All Eligible Employees of Crane Co.

“Crane Company U.S. Savings Plan” means the Amended and Restated Crane Co. Savings and Investment Plan.

“Crane Company U.S. Savings Plan Beneficiaries” has the meaning set forth in Section 6.2(b).

“Crane Company Welfare Plan” means any Welfare Plan sponsored or maintained by any one or more members of the Crane Company Group immediately prior to the Effective Time.

“Crane Currency SERP” means the Crane Currency Supplemental Executive Retirement Plan (formerly known as the “Crane & Co., Inc. Supplemental Executive Retirement Plan”).

“Crane Holdings, Co.” has the meaning set forth in the preamble to this Agreement; provided, however, that from and after the Effective Time, references to “Crane Holdings, Co.” shall mean “Crane NXT, Co.”

“Crane Holdings, Co. Benefit Arrangement” means any Benefit Arrangement sponsored or maintained by a member of the Crane NXT Group immediately prior to the Effective Time.

“Crane Holdings, Co. Board” has the meaning set forth in the recitals to this Agreement.

“Crane Holdings, Co. Common Stock” means the common stock of Crane Holdings, Co., par value $1.00 per share.

4

“Crane Holdings, Co. Compensation Committee” means the Management Organization and Compensation Committee of the Crane Holdings, Co. Board.

“Crane Holdings, Co. DSU Award” means an award of deferred stock units relating to Crane Holdings, Co. Shares granted pursuant to the Crane Holdings, Co. Stock Incentive Plans that is outstanding immediately prior to the Effective Time.

“Crane Holdings, Co. Equity Compensation Awards” means (a) Crane Holdings, Co. DSU Awards; (b) Crane Holdings, Co. TRSU Awards; (c) Crane Holdings, Co. PRSU Awards; and (d) Crane Holdings, Co. Option Awards, collectively.

“Crane Holdings, Co. Executive Officer” means an individual who, immediately prior to the Effective Time, was an “officer” of Crane Holdings, Co. who was subject to the reporting requirements of Section 16 of the Exchange Act.

“Crane Holdings, Co. Non-Employee Director” means a member of the Crane Holdings, Co. Board at any time prior to the Effective Time, who was not an employee of Crane Holdings, Co. or its Affiliates.

“Crane Holdings, Co. Option Award” means an option to purchase Crane Holdings, Co. Shares granted pursuant to the Crane Holdings, Co. Stock Incentive Plans that is outstanding immediately prior to the Effective Time.

“Crane Holdings, Co. Pension Plans” means the defined benefit retirement plans sponsored and maintained by any one or more members of the Crane NXT Group immediately prior to the Effective Time, including the CPI Pension Plan; the Nippon Conlux Pension Plan; CPI Switzerland; the Crane Payment International AG; The UMC Industries Ltd Pension and Life Assurance Scheme; and the Money Controls Ltd. – Pension Scheme.

“Crane Holdings, Co. PRSU Award” means an award of performance-based restricted stock units relating to Crane Holdings, Co. Shares granted pursuant to the Crane Holdings, Co. Stock Incentive Plans that is outstanding immediately prior to the Effective Time.

“Crane Holdings, Co. Restoration Plan” means any benefit restoration plan sponsored or maintained by a member of the Crane NXT Group immediately prior to the Effective Time.

“Crane Holdings, Co. Savings Plans” means the defined contribution retirement plans sponsored and maintained by any one or more members of the Crane NXT Group immediately prior to the Effective Time, including the Crane Group Personal Pension Plan.

“Crane Holdings, Co. Share” means a share of Crane Holdings, Co. Common Stock.

“Crane Holdings, Co. Stock Incentive Plan” means any equity plan sponsored or maintained by a member of the Crane NXT Group immediately prior to the Effective Time under which a Crane Holdings, Co. Equity Compensation Award remains outstanding, including the Crane Holdings, Co. Amended and Restated 2018 Stock Incentive Plan, the Crane Holdings, Co. 2013 Stock Incentive Plan, the Crane Holdings, Co. 2009 Non-Employee Director Compensation Plan, and the Crane Holdings, Co. 2007 Non-Employee Director Compensation Plan.

5

“Crane Holdings, Co. Stock Value” means the closing price per share price of Crane Holdings, Co. Common Stock trading on the NYSE on the final trading day immediately prior to the Distribution Date.

“Crane Holdings, Co. TRSU Award” means an award of time-based restricted stock units relating to Crane Holdings, Co. Shares granted pursuant to the Crane Holdings, Co. Stock Incentive Plans that is outstanding immediately prior to the Effective Time.

“Crane NXT, Co.” has the meaning set forth in the preamble to this Agreement.

“Crane NXT, Co. Adjustment Ratio” means the quotient, obtained by dividing (a) the Crane NXT, Co. Stock Value by (b) the Crane Holdings, Co. Stock Value.

“Crane NXT, Co. Annual Bonus Plan” has the meaning set forth in Section 3.10.

“Crane NXT, Co. Board” means the Board of Directors of Crane NXT, Co.

“Crane NXT, Co. Common Stock” means the common stock of Crane NXT, Co., par value $1.00 per share.

“Crane NXT, Co. DSU Award” means a Crane Holdings, Co. DSU Award adjusted as of the Effective Time in accordance with Section 3.4(a).

“Crane NXT, Co. Employee” means any individual who is employed by a member of the Crane NXT Group immediately after the Effective Time (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury or leave of absence approved or otherwise taken in accordance with applicable Law).

“Crane NXT, Co. Entity” means each member of the Crane NXT Group after the Effective Time.

“Crane NXT, Co. Equity Compensation Awards” means (a) Crane NXT, Co. DSU Awards; (b) Crane NXT, Co. TRSU Awards; (c) Crane NXT, Co. PRSU Awards; and (d) Crane NXT, Co. Option Awards, collectively.

“Crane NXT, Co. Executive Officer” means a Crane NXT, Co. Employee who, immediately, after the Effective Time, is an “officer” of Crane NXT, Co. who is subject to the reporting requirements of Section 16 of the Exchange Act.

“Crane NXT, Co. FSA” has the meaning set forth in Section 7.3(b).

“Crane NXT, Co. Independent Contractor” has the meaning set forth in Section 2.3(a).

“Crane NXT, Co. Individual Agreement” has the meaning set forth in Section 10.1(b).

“Crane NXT, Co. Legacy Award Holder” means the holder of one or more Crane Holdings, Co. Equity Compensation Awards under any of the Crane Holdings, Co. Stock Incentive Plans, who is a Former Crane NXT, Co. Employee (or the beneficiary or assignee of a Former Crane NXT, Co. Employee).

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“Crane NXT, Co. Non-Employee Director” means a member of the Crane NXT, Co. Board who is not a Crane NXT, Co. Employee.

“Crane NXT, Co. Option Award” means a Crane Holdings, Co. Option adjusted as of the Effective Time in accordance with Section 3.7.

“Crane NXT, Co. PRSU Award” means a Crane Holdings, Co. PRSU Award adjusted as of the Effective Time in accordance with Section 3.6.

“Crane NXT, Co. Share” a share of Crane NXT, Co. Common Stock.

“Crane NXT, Co. Stock Value” means the simple average of the volume weighted average per share price (as determined by Bloomberg Finance L.P.) of Crane NXT, Co. Common Stock trading on the NYSE on each of the first five trading days following the Distribution Date.

“Crane NXT, Co. TRSU Award” means a Crane Holdings, Co. TRSU Award adjusted as of the Effective Time in accordance with Section 3.5.

“Crane NXT, Co. U.S. Savings Plan” has the meaning set forth in Section 6.1.

“Crane NXT, Co. U.S. Savings Plan Beneficiaries” has the meaning set forth in Section 6.1.

“Crane NXT, Co. Welfare Plan” means any Welfare Plan sponsored or maintained by any one or more members of the Crane NXT Group as of the Effective Time.

“Crane NXT, Co. Welfare Plan Participants” has the meaning set forth in Section 7.1.

“Crane NXT Group” means, collectively, (a) Crane Holdings, Co. prior to the Effective Time, (b) each Person that is a direct or indirect Subsidiary (or minority investment) of Crane Holdings, Co. immediately prior to the Effective Time (but after giving effect to the Internal Reorganization), (c) Crane NXT, Co. as of the Effective Time, and (d) each other Person that is or becomes a direct or indirect Subsidiary (or minority investment) of Crane NXT, Co. after the Effective Time, provided in each case, that no member of the Crane Company Group shall be a member of the Crane NXT Group.

“Crossover Claim” has the meaning set forth in Section 9.2.

“Distribution” has the meaning set forth in the Separation Agreement.

“Distribution Date” has the meaning set forth in the Separation Agreement.

“Effective Time” has the meaning set forth in the Separation Agreement.

“Employee” means, as the context requires, a Crane NXT, Co. Employee, Former Crane NXT, Co. Employee, Crane Company Employee or Former Crane Company Employee.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

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“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“Executive Officer Group” has the meaning set forth in Section 3.5(a).

“Former Crane Company Employee” has the meaning set forth in Section 2.2(b).

“Former Crane NXT, Co. Employee” has the meaning set forth in Section 2.2(a).

“Internal Reorganization” has the meaning set forth in the Separation Agreement.

“IRS” means the U.S. Internal Revenue Service.

“Law” has the meaning set forth in the Separation Agreement.

“Legacy Crane Retiree Medical and Life Insurance Participants” means Crane Company Employees, Former Crane Company Employees, Crane NXT, Co. Employees and Former Crane NXT, Co. Employees who are eligible for (or may become eligible for) retiree medical and life insurance benefits under the Legacy Crane Retiree Medical and Life Insurance Program.

“Legacy Crane Retiree Medical and Life Insurance Program” means the portion of the Crane Company Welfare Plans providing retiree medical and life insurance benefits to former eligible Employees who were employed in the Other Businesses.

“Legacy Currency Retiree Medical Participants” means Crane NXT, Co. Employees and Former Crane NXT, Co. Employees who are eligible for (or may become eligible for) retiree medical benefits under the Legacy Currency Retiree Medical Program.

“Legacy Currency Retiree Medical Program” means the portion of the Crane Company Welfare Plans providing retiree medical benefits to former eligible Employees who were employed in the P&M Technologies Business.

“NYSE” means the New York Stock Exchange.

“Other Businesses” has the meaning set forth in the Separation Agreement.

“P&M Technologies Business” has the meaning set forth in the Separation Agreement.

“Participating Crane NXT, Co. Employers” has the meaning set forth in Section 7.1.

“Participation Period” has the meaning set forth in Section 7.3(b).

“Party” or “Parties” has the meaning set forth in the preamble to this Agreement.

“Pension Plan” means a “pension plan” as defined in ERISA Section 3(2).

“Person” has the meaning set forth in the Separation Agreement.

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“Post-Distribution Crane Company Stock Value” means the simple average of the volume weighted average per share price (as determined by Bloomberg Finance L.P.) of Crane Company Common Stock trading on the NYSE on each of the first five trading days following the Distribution Date.

“Privacy Contract” means any contract entered into in connection with applicable privacy protection Laws.

“Registration Statement” has the meaning set forth in the Separation Agreement.

“Securities Act” means the U.S. Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

“Separation” has the meaning set forth in the Separation Agreement.

“Separation Agreement” has the meaning set forth in the recitals to this Agreement.

“Subsidiary” has the meaning set forth in the Separation Agreement.

“U.S.” means the United States of America.

“WARN” means the U.S. Worker Adjustment and Retraining Notification Act, and any applicable state or local Law equivalent.

“Welfare Plan” means a “welfare plan” as defined in ERISA Section 3(1) and also means a cafeteria plan under Code Section 125 and any benefits offered thereunder, including pre-tax premium conversion benefits, a dependent care assistance program, contribution funding toward a health savings account and flex or cashable credits.

Section 1.2. Interpretation. In this Agreement, unless the context clearly indicates otherwise:

(a) words used in the singular include the plural and words used in the plural include the singular;

(b) if a word or phrase is defined in this Agreement, its other grammatical forms, as used in this Agreement, shall have a corresponding meaning;

(c) reference to any gender includes the other gender and the neuter;

(d) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”;

(e) the words “shall” and “will” are used interchangeably and have the same meaning;

(f) the word “or” shall have the inclusive meaning represented by the phrase “and/or”;

(g) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”;

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(h) all references to a specific time of day in this Agreement shall be based upon Eastern Standard Time or Eastern Daylight Savings Time, as applicable, on the date in question;

(i) whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified;

(j) accounting terms used herein shall have the meanings historically ascribed to them by Crane Holdings, Co. and its Subsidiaries, including Crane Company for this purpose, in its and their internal accounting and financial policies and procedures in effect immediately prior to the date of this Agreement;

(k) reference to any Article, Section or Schedule means such Article or Section of, or such Schedule to, this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition;

(l) the words “this Agreement,” “herein,” “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision of this Agreement;

(m) the term “commercially reasonable efforts” means efforts which are commercially reasonable to enable a Party, directly or indirectly, to satisfy a condition to or otherwise assist in the consummation of a desired result and which do not require the performing Party to expend funds or assume liabilities other than expenditures and liabilities which are customary and reasonable in nature and amount in the context of a series of related transactions similar to the Separation;

(n) reference to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement;

(o) reference to any Law (including statutes and ordinances) means such Law (including any and all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;

(p) references to any Person include such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement; and any reference to a third party shall be deemed to mean a Person who is not a Party or an Affiliate of a Party;

(q) if there is any conflict between the provisions of the main body of this Agreement and the Schedules hereto, the provisions of the main body of this Agreement shall control unless explicitly stated otherwise in such Schedule;

(r) unless otherwise specified in this Agreement, all references to dollar amounts herein shall be in respect of lawful currency of the U.S.;

(s) the titles to Articles and headings of Sections contained in this Agreement and in any Schedule and in the table of contents to this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Agreement; and

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(t) any portion of this Agreement obligating a Party to take any action or refrain from taking any action, as the case may be, shall mean that such Party shall also be obligated to cause its relevant Subsidiaries to take such action or refrain from taking such action, as the case may be.

ARTICLE II

ASSIGNMENT OF EMPLOYEES

Section 2.1. Active Employees.

(a) Crane NXT, Co. Employees. Except as otherwise set forth in this Agreement, all Employees who, immediately before the Effective Time, were employed in the P&M Technologies Business, will be employed by a member of the Crane NXT Group immediately after the Effective Time (including any such Employee who is not actively working as of the Effective Time as a result of a furlough, illness, injury or leave of absence approved by the human resources department of Crane Holdings, Co. or otherwise taken in accordance with applicable Law). Each of the Parties agrees to execute, and to seek to have the applicable Employees execute, such documentation as may be necessary to reflect any required assignments and transfers of employment to achieve this result.

(b) Crane Company Employees. Except as otherwise set forth in this Agreement, all Employees who, immediately before the Effective Time, were employed in the Other Businesses, will be employed by a member of the Crane Company Group immediately after the Effective Time (including any such Employee who is not actively working as of the Effective Time as a result of a furlough, illness, injury or leave of absence approved by the human resources department of Crane Holdings, Co. or otherwise taken in accordance with applicable Law). Each of the Parties agrees to execute, and to seek to have the applicable Employees execute, such documentation as may be necessary to reflect any required assignments and transfers of employment to achieve this result.

(c) At-Will Status. Notwithstanding the above or any other provision of this Agreement, nothing in this Agreement shall create any obligation on the part of any member of the Crane NXT Group or any member of the Crane Company Group to continue the employment of any Employee for any period following the date of this Agreement or the Distribution or to change the employment status of any Employee from “at will,” to the extent such employee is an “at will” employee under applicable Law.

(d) Severance. The Distribution and the continuation of the employment of Employees as contemplated by this Section 2.1 shall not be deemed an involuntary termination of employment entitling any Employee to severance payments or severance benefits.

(e) Change of Control/Change in Control. The Parties acknowledge and agree that neither the consummation of the separation, the Distribution, nor any transaction contemplated by this Agreement, the Separation Agreement or any other Ancillary Agreement shall be deemed a “change in control,” “change of control” or term of similar import for purposes of any plan, policy, practice or arrangement relating to directors, Employees or consultants of any member of the Crane NXT Group or any member of the Crane Company Group.

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Section 2.2. Former Employees.

(a) Former Crane NXT, Co. Employees. For purposes of this Agreement, “Former Crane NXT, Co. Employees” means all employees who were employed in the P&M Technologies Business on their last day of employment, which was before the Distribution Date.

(b) Former Crane Company Employees. For purposes of this Agreement, “Former Crane Company Employees” means all employees who were employed in the Other Businesses on their last day of employment, which was before the Distribution Date.

Section 2.3. Independent Contractors.

(a) Crane NXT, Co. Independent Contractor. Except as otherwise set forth in this Agreement, each independent contractor who, immediately before the Effective Time, was primarily engaged in the P&M Technologies Business, as determined in the sole discretion of the management of Crane Holdings, Co., will be engaged by a member of the Crane NXT Group immediately after the Effective Time (each a “Crane NXT, Co. Independent Contractor”). The Parties will cooperate to cause the contract of any Crane NXT, Co. Independent Contractor, to be transferred or assigned to a member of the Crane NXT Group prior to the Effective Time, and to seek to have the applicable Crane NXT, Co. Independent Contractor execute such documentation, if any, as may be necessary to reflect the assignment or transfer described in this Section 2.3(a).

(b) Crane Company Independent Contractor. Except as otherwise set forth in this Agreement, each independent contractor who, immediately before the Effective Time, was primarily engaged in the Other Businesses, as determined in the sole discretion of the management of Crane Holdings, Co., will be engaged by a member of the Crane Company Group immediately after the Effective Time (each a “Crane Company Independent Contractor”). The Parties will cooperate to cause the contract of any Crane Company Independent Contractor, to be transferred or assigned to a member of the Crane Company Group prior to the Effective Time, and to seek to have the applicable Crane Company Independent Contractor execute such documentation, if any, as may be necessary to reflect the assignment or transfer described in this Section 2.3(b).

(c) For the avoidance of doubt, if an independent contractor is expected to provide services to both the Crane NXT Group and the Crane Company Group after the Effective Time, the Parties shall cooperate to ensure that separate independent contractor agreements are in place for the services to be provided to each such group after the Effective Time.

Section 2.4. Employment Law Obligations.

(a) WARN Act. From and after the Effective Time, (i) the Crane NXT Group shall be responsible for providing any necessary WARN notice (and meeting any similar state Law notice requirements) with respect to any termination of any Crane NXT, Co. Employee and (ii) the Crane Company Group shall be responsible for providing any necessary WARN notice (and meeting any similar state Law notice requirements) with respect to any termination of any Crane Company Employee.

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(b) Compliance with Employment Laws. From and after the Effective Time, (i) each member of the Crane NXT Group shall be responsible for adopting and maintaining any policies or practices, and for all other actions and inactions, necessary to comply with employment-related Laws and requirements relating to the employment of its Crane NXT, Co. Employees and the treatment of any applicable Former Crane NXT, Co. Employees in respect of their former employment, and (ii) each member of the Crane Company Group shall be responsible for adopting and maintaining any policies or practices, and for all other actions and inactions, necessary to comply with employment-related Laws and requirements relating to the employment of its Crane Company Employees and the treatment of any applicable Former Crane Company Employees in respect of their former employment.

Section 2.5. Payroll and Related Taxes. Crane NXT, Co. shall (a) be responsible for all payroll obligations, Tax withholding and reporting obligations, and associated government audit assessments; and (b) furnish a Form W-2 or similar earnings statement, in each case, for all Employees employed by a member of the Crane NXT Group with respect to the period during which they were employed by a member of the Crane NXT Group before the Effective Time and for all Crane NXT, Co. Employees following the Effective Time. Crane Company shall (a) be responsible for all payroll obligations, Tax withholding and reporting obligations, and associated government audit assessments; and (b) furnish a Form W-2 or similar earnings statement, in each case, for all Employees employed by a member of the Crane Company Group with respect to the period during which they were employed by a member of the Crane Company Group before the Effective Time and for all Crane Company Employees following the Effective Time.

Section 2.6. Employee Records.

(a) Records Relating to Crane NXT, Co. Employees and Former Crane NXT, Co. Employees. All records and data in any form relating to Crane NXT, Co. Employees and Former Crane NXT, Co. Employees shall be the property of the Crane NXT Group, except that records and data pertaining to such an employee and relating to any period that such employee was (i) employed by any member of the Crane Company Group or (ii) covered under any employee benefit plan sponsored by any member of the Crane Company Group (to the extent that such records or data relate to such coverage) prior to the Effective Time shall be jointly owned by those members of the Crane Company Group and the Crane NXT Group.

(b) Records Relating to Crane Company Employees and Former Crane Company Employees. All records and data in any form relating to Crane Company Employees and Former Crane Company Employees shall be the property of the Crane Company Group, except that records and data pertaining to such an employee and relating to any period that such employee was (i) employed by any member of the Crane NXT Group or (ii) covered under any employee benefit plan sponsored by any member of the Crane NXT Group (to the extent that such records or data relate to such coverage) prior to the Effective Time shall be jointly owned by those members of the Crane NXT Group and the Crane Company Group.

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(c) Sharing of Records. The Parties shall use their respective commercially reasonable efforts to provide the other Party such employee-related records and information as necessary or appropriate to carry out their respective obligations under applicable Law (including any relevant privacy protection Laws in any applicable jurisdictions or Privacy Contract), this Agreement, any other Ancillary Agreement or the Separation Agreement, and for the purposes of administering their respective employee benefit plans and policies. All information and records regarding employment, personnel and employee benefit matters of Crane NXT, Co. Employees and Former Crane NXT, Co. Employees shall be accessed, retained, held, used, copied and transmitted on and after the Effective Time by members of the Crane NXT Group in accordance with all applicable Laws, policies and Privacy Contracts relating to the collection, storage, retention, use, transmittal, disclosure and destruction of such records. All information and records regarding employment, personnel and employee benefit matters of Crane Company Employees and Former Crane Company Employees shall be accessed, retained, held, used, copied and transmitted on and after the Effective Time by members of the Crane Company Group in accordance with all applicable Laws, policies and Privacy Contracts relating to the collection, storage, retention, use, transmittal, disclosure and destruction of such records.

(d) Access to Records. To the extent not inconsistent with this Agreement and any applicable privacy protection Laws or Privacy Contracts, access to such records on and after the Effective Time will be provided to members of the Crane NXT Group and members of the Crane Company Group in accordance with the Separation Agreement. In addition, notwithstanding anything in this Agreement to the contrary, the Crane NXT Group shall be provided reasonable access to those records necessary for their administration of any plans or programs on behalf of Crane NXT, Co. Employees, Former Crane NXT, Co. Employees, and Crane NXT, Co. Independent Contractors on and after the Effective Time as permitted by any applicable privacy protection Laws or Privacy Contracts. The Crane NXT Group shall also be permitted to retain copies of all restrictive covenant agreements with any Crane Company Employee, Former Crane Company Employee, or Crane Company Independent Contractor in which any member of the Crane NXT Group has a valid business interest. In addition, the Crane Company Group shall be provided reasonable access to those records necessary for their administration of any plans or programs on behalf of Crane Company Employees, Former Crane Company Employees, and Crane Company Independent Contractors on and after the Effective Time as permitted by any applicable privacy protection Laws or Privacy Contracts. The Crane Company Group shall also be permitted to retain copies of all restrictive covenant agreements with any Crane NXT, Co. Employee, Former Crane NXT, Co. Employee, or Crane Company Independent Contractor in which any member of the Crane Company Group has a valid business interest.

(e) Maintenance of Records. With respect to retaining, destroying, transferring, sharing, copying and permitting access to all such information, Crane NXT, Co. and Crane Company shall (and shall cause their respective Subsidiaries to) comply with all applicable Laws, Privacy Contracts and internal policies, and shall indemnify and hold harmless each other from and against any and all liability, claims, actions, and damages that arise from a failure (by the indemnifying party or its Subsidiaries or their respective agents) to so comply with all applicable Laws, Privacy Contracts and internal policies applicable to such information.

(f) No Access to Computer Systems or Files. Except as set forth in the Separation Agreement or any Ancillary Agreement, no provision of this Agreement shall give (i) any member of the Crane NXT Group direct access to the computer systems or other files, records or databases of any member of the Crane Company Group or (ii) any member of the Crane Company Group direct access to the computer systems or other files, records or databases of any member of the Crane NXT Group, unless specifically permitted by the owner of such systems, files, records or databases.

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(g) Relation to Separation Agreement. The provisions of this Section 2.6 shall be in addition to, and not in derogation of, the provisions of the Separation Agreement governing Confidential Information, including Section 7.5 of the Separation Agreement.

(h) Confidentiality. Except as otherwise set forth in this Agreement, all records and data relating to Employees shall, in each case, be subject to the confidentiality provisions of the Separation Agreement and any other applicable agreement and applicable Law.

(i) Cooperation. Each Party shall use commercially reasonable efforts to cooperate to share, retain and maintain data and records that are necessary or appropriate to further the purposes of this Section 2.6 and for each Party to administer its respective benefit plans to the extent consistent with this Agreement and applicable Law, and each Party agrees to cooperate as long as is reasonably necessary to further the purposes of this Section 2.6. Except as provided under any Ancillary Agreement, no Party shall charge another Party a fee for such cooperation.

ARTICLE III

EQUITY AND INCENTIVE COMPENSATION PLANS

Section 3.1. Establishment of Crane Company Stock Incentive Plan. Prior to the Effective Time, (a) Crane Company shall establish the Crane Company Stock Incentive Plan for the benefit of eligible Crane Company Employees and Crane Company Non-Employee Directors that is substantially similar to the Crane Holdings, Co. Stock Incentive Plan and (b) Crane Holdings, Co., as the sole stockholder of Crane Company, shall approve the Crane Company Stock Incentive Plan. After the Effective Time, Crane Company may make such changes, modifications or amendments to the Crane Company Stock Incentive Plan, as may be required by applicable Law or as are necessary and appropriate to reflect the Distribution or to permit the implementation of the provisions of this Article III.

Section 3.2. General Principles.

(a) Each Crane Holdings, Co. Equity Compensation Award that is outstanding as of immediately prior to the Effective Time shall be treated as described below in this Article III; provided, however, that, prior to the Effective Time, the Crane Holdings, Co. Compensation Committee may provide for different treatment with respect to some or all of the Crane Holdings, Co. Equity Compensation Awards held by holders of awards located outside of the United States to the extent that the Crane Holdings, Co. Compensation Committee deems such treatment necessary or appropriate, including to avoid adverse tax consequences to such holders. Any such adjustments made by the Crane Holdings, Co. Compensation Committee pursuant to the foregoing sentence shall be deemed incorporated by reference herein as if fully set forth below and shall be binding on the Parties and their respective Affiliates. The provisions of this Article III shall not apply unless the Distribution takes place.

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(b) As further set forth in this Article III:

(i) Any Crane Holdings, Co. Equity Compensation Award held by a Crane Holdings, Co. Executive Officer, Crane NXT, Co. Executive Officer, Crane Company Executive Officer, Crane Holdings, Co. Non-Employee Director, or Crane Company Transferred Non-Employee Director, shall be adjusted using the “shareholder method,” in which each Crane Holdings, Co. Equity Compensation Award outstanding prior to the Distribution is adjusted into a Crane NXT, Co. Equity Compensation Award under one of the continuing Crane Holdings, Co. Stock Incentive Plans and a Crane Company Equity Compensation Award under the Crane Company Stock Incentive Plan.

(ii) All other Crane Holdings, Co. Equity Compensation Awards shall be adjusted using the “replacement method,” in which each Crane Holdings, Co. Equity Compensation Award outstanding prior to the Effective Time is adjusted into either a Crane NXT, Co. Equity Compensation Award under one of the continuing Crane Holdings, Co. Stock Incentive Plans or a Crane Company Equity Compensation Award under the Crane Company Stock Incentive Plan, based on whether the award holder is employed by a member of the Crane NXT Group or Crane Company Group immediately after the Effective Time. All Former Crane NXT, Co. Employees and Former Crane Company Employees who still have a Crane Holdings, Co. Equity Compensation Award outstanding as of the Effective Time shall be treated the same as a Crane Company Employee, with such awards adjusted under the “replacement method” into a Crane Company Equity Compensation Award.

Notwithstanding clauses (i) or (ii) of this Section 3.2(b), if an individual is a party to an individual written agreement entered into before the Distribution Date with Crane Holdings, Co. or its Affiliates specifying a method for adjustment that differs from the general principles described above, the terms of such individual agreement shall control. In each case, regardless of the adjustment method used, the resulting awards will be adjusted in a manner intended to preserve the intrinsic value of those awards immediately before the Distribution.

(c) Each award granted prior to the Distribution under one of the Crane Holdings, Co. Stock Incentive Plans, which is adjusted in accordance with the provisions of this Article III, shall otherwise continue to retain the same terms and conditions of the original award, subject to any necessary changes to take into account that the award holder under the award is employed or affiliated with a new employer or plan sponsor, if applicable.

(d) Subject to Section 3.13, following the Distribution, an award holder who has outstanding Crane NXT, Co. Equity Compensation Awards and/or Crane Company Equity Compensation Awards shall be considered to have been employed since the original award grant date by the holder’s employer immediately after the Effective Time for purposes of (i) continued vesting and (ii) determining the date of termination of employment as it applies to any such award.

(e) No award described in this Article III, whether outstanding or to be issued, adjusted, substituted or cancelled by reason of or in connection with the Distribution, shall be adjusted, settled, cancelled, or exercisable until, in the judgment of the administrator of the applicable plan or program, such action is consistent with all applicable Law, including federal securities Laws. Any period of exercisability will not be extended on account of a period during which such an award is not exercisable in accordance with the preceding sentence.

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(f) Following the Distribution Date, (i) if any Crane NXT, Co. Equity Compensation Award shall fail to become vested or fail to be exercised prior to the applicable expiration date, such Crane NXT, Co. Equity Compensation Award shall be forfeited to Crane NXT, Co. and (ii) if any Crane Company Equity Compensation Award shall fail to become vested or fail to be exercised prior to the applicable expiration date, such Crane Company Equity Compensation Award shall be forfeited to Crane Company.

(g) Except as otherwise expressly provided in this Article III, from and after the Distribution Date, (i) Crane Company shall have sole responsibility for the administration of the Crane Company Stock Incentive Plan and the settlement of the Crane Company Equity Compensation Awards, and no member of the Crane NXT Group shall have any liability or responsibility therefor, and (ii) the appropriate member of the Crane NXT Group shall have sole responsibility for the administration of the Crane Holdings, Co. Stock Incentive Plans and the settlement of the Crane NXT, Co. Equity Compensation Awards, and no member of the Crane Company Group shall have any liability or responsibility therefor. Notwithstanding the foregoing, Crane Company and its designees shall have exclusive authority and discretion with respect to all employment-related determinations or decisions required or permitted to be made by the applicable sponsor, administrator or employer entity under the terms of the Crane Holdings, Co. Stock Incentive Plans with respect to Crane NXT, Co. Equity Compensation Awards held by Crane Company Employees, and Crane NXT, Co. and its designees shall have exclusive authority and discretion with respect to all employment-related determinations or decisions required or permitted to be made by the applicable sponsor, administrator or employer entity under the terms of the Crane Company Stock Incentive Plan with respect to Crane Company Equity Compensation Awards held by Crane NXT, Co. Employees. Similarly, Crane Company and its designees shall have exclusive authority and discretion with respect to all service-related determinations or decisions required or permitted to be made by the applicable sponsor or administrator under the terms of the Crane Holdings, Co. Stock Incentive Plans with respect to Crane NXT, Co. DSU Awards which will be settled upon a separation from service from the Crane Company Board in accordance with Section 3.4(b)(iii), and Crane NXT, Co. and its designees shall have exclusive authority and discretion with respect to all service-related determinations or decisions required or permitted to be made by the applicable sponsor or administrator under the terms of the Crane Company Stock Incentive Plan with respect to Crane Company DSU Awards which will be settled upon a separation from service from the Crane NXT, Co. Board in accordance with Section 3.4(b)(i). Notwithstanding anything else to the contrary in this Agreement, Crane NXT, Co. and Crane Company agree to administer the Crane NXT, Co. Equity Compensation Awards and Crane Company Equity Compensation Awards, respectively, in accordance with any determination or decision made by the other Party in accordance with this Section 3.2(g) upon reasonable notice of such determination or decision.

Section 3.3. Tax Reporting and Withholding; Payment of Option Exercise Price; Settlement.

(a) Tax Reporting and Withholding. With respect to all Crane Holdings, Co. Equity Compensation Awards that are adjusted in connection with the Distribution pursuant to this Article III:

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(i) Crane Company (or one or more members of the Crane Company Group, as designated by Crane Company) shall be responsible for (i) the satisfaction of applicable tax reporting and withholding requirements in respect of the issuance, vesting or settlement, on or after the Distribution Date, of all such awards (regardless of whether, as adjusted, they are Crane NXT, Co. Equity Compensation Awards or Crane Company Equity Compensation Awards) held by Crane Company Legacy Award Holders, Crane NXT, Co. Legacy Award Holders, Crane Company Employees, and Crane Company Transferred Non-Employee Directors (if not also serving as of the Effective Time as a Crane NXT., Co. Non-Employee Director) and (ii) remitting the appropriate tax or withholding amounts to the appropriate taxing authorities in respect of the distribution and vesting of all such awards, to the extent applicable.

(ii) Crane NXT, Co. (or one or more members of the Crane NXT Group, as designated by Crane NXT, Co.) shall be responsible for (i) the satisfaction of applicable tax reporting and withholding requirements in respect of the issuance, vesting or settlement, on or after the Distribution Date, of all such awards (regardless of whether, as adjusted, they are Crane NXT, Co. Equity Compensation Awards or Crane Company Equity Compensation Awards) held by Crane NXT, Co. Employees, and (other than as provided in Section 3.3(a)(i) with respect to Crane Company Transferred Non-Employee Directors) Crane Holdings, Co. Non-Employee Directors and (ii) remitting the appropriate tax or withholding amounts to the appropriate taxing authorities in respect of the distribution and vesting of all such awards, to the extent applicable.

(b) Payment of Option Exercise Price. Upon the exercise of a Crane NXT, Co. Option Award or a Crane Company Option Award, the exercise price of such stock option will be remitted in cash by the option administrator to the issuer of the option (the appropriate member of the Crane NXT Group or the Crane Company Group, as applicable) and the applicable withholding taxes of such stock option will be remitted in cash by the option administrator to the entity (the appropriate member of the Crane NXT Group or the Crane Company Group, as applicable) responsible for payroll taxes, withholding and reporting with respect to the option pursuant to this Section 3.3. To the extent necessary to provide the withholding amount in cash to the entity responsible for payroll taxes, withholding, and reporting (e.g., in the case of share withholding), the issuer of the applicable award will provide the withholding amount in cash. Notwithstanding the foregoing, the method of remittance of the exercise price of any stock option or any applicable withholding taxes may vary for legal or administrative reasons.

(c) Settlement. Except as otherwise provided in Article III, after the Distribution Date, Crane NXT, Co. Equity Compensation Awards, regardless of by whom held, shall be settled by Crane NXT, Co.; Crane Company Equity Compensation Awards, regardless of by whom held, shall be settled by Crane Company.

(d) Cooperation. Each Party shall use commercially reasonable efforts to cooperate to share, retain and maintain data and records that are necessary or appropriate to further the purposes of Section 3.3, and each Party agrees to cooperate as long as is reasonably necessary to further the purposes of this Section 3.3. Each of the Parties shall establish an appropriate administration system to administer, in an orderly manner, any Crane Company Equity Compensation Awards, or Crane NXT, Co. Equity Compensation Awards held by their respective employees and directors, including for purposes of vesting, exercise, payment, settlement and withholding and reporting requirements. Each of the Parties shall work together to unify and consolidate all indicative data and payroll and employment information on regular timetables and make certain that each applicable Person’s data and records in respect of such awards are correct and updated on a timely basis. Except as provided under any Ancillary Agreement, no Party shall charge another Party a fee for such cooperation.

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Section 3.4. Deferred Stock Unit Awards.

(a) Adjustments. Each Crane Holdings, Co. DSU Award that is outstanding, whether vested or unvested, immediately prior to the Effective Time shall be converted, as of the Effective Time, into a Crane NXT, Co. DSU Award and a Crane Company DSU Award and each award shall, except as otherwise provided in this Section 3.4, be subject to the same terms and conditions after the Effective Time as were applicable to such Crane Holdings, Co. DSU Award prior to the Effective Time. From and after the Effective Time: (i) the number of Crane NXT, Co. Shares underlying such Crane NXT, Co. DSU Award shall be the same as were underlying the Crane Holdings, Co. DSU Award immediately before the Distribution; and (ii) the number of Crane Company Shares subject to the Crane Company DSU Award shall be equal to the number of Crane Company Shares that would have been received in the Distribution had the Crane Holdings, Co. Shares underlying the Crane Holdings, Co. DSU Award been issued and outstanding immediately before the Distribution. For example, if the Distribution results in one Crane Company Share issued for each Crane Holdings, Co. Share, the number of Crane Company Shares underlying the Crane Company DSU Award immediately after the Distribution shall be the same as the number of Crane NXT, Co. Shares underlying the Crane NXT, Co. DSU Award immediately after the Distribution.

(b) Settlement. Following the Effective Time, the timing of settlement of the awards shall be determined as follows:

(i) Each Crane NXT, Co. DSU Award and Crane Company DSU Award held by a current or former Crane Holdings, Co. Non-Employee Director who does not serve on either the Crane NXT, Co. Board or the Crane Company Board immediately following the Effective Time shall be settled upon or following the holder’s separation from service with the Crane Holdings, Co. Board, at such dates and times as were applicable immediately before the Effective Time (and subject to any post-Distribution Date changes to the settlement date as permitted by the terms of the applicable Crane Holdings, Co. Stock Incentive Plan and/or Crane Company Stock Incentive Plan and the requirements of Section 409A of the Code).

(ii) Each Crane NXT, Co. DSU Award and Crane Company DSU Award held by a Crane Holdings, Co. Non-Employee Director who continues to serve on the Crane NXT, Co. Board immediately following the Effective Time (regardless of whether such individual also serves on the Crane Company Board immediately following the Effective Time) shall be settled upon or following the holder’s separation from service with the Crane NXT, Co. Board, at such dates and times as were applicable immediately before the Effective Time (and subject to any post-Distribution Date changes to the settlement date as permitted by the terms of the applicable Crane Holdings, Co. Stock Incentive Plan and/or Crane Company Stock Incentive Plan and the requirements of Section 409A of the Code).

(iii) Each Crane NXT, Co. DSU Award and Crane Company DSU Award held by a Crane Company Transferred Non-Employee Director who does not serve on the Crane NXT, Co. Board immediately following the Effective Time shall be settled upon or following the holder’s separation from service from the Crane Company Board, at such dates and times as were applicable immediately before the Effective Time (and subject to any post-Distribution Date changes to the settlement date as permitted by the terms of the applicable Crane Holdings, Co. Stock Incentive Plan and/or Crane Company Stock Incentive Plan and the requirements of Section 409A of the Code).

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(c) Separation from Service. For the avoidance of doubt, the Distribution shall not in and of itself result in a separation of service triggering the settlement of a Crane Holdings, Co. DSU Award (or Crane NXT, Co. DSU Award or Crane Company DSU Award).

(d) Service for Vesting. Notwithstanding anything to the contrary contained herein, following the Effective Time, any unvested Crane NXT, Co. DSU Awards and Crane Company DSU Awards will remain subject to the same vesting conditions as in effect prior to the Distribution, except that the relevant service for the purposes of fulfilling such vesting conditions will be (i) service on the Crane NXT, Co. Board, for each Crane Holdings, Co. Non-Employee Director who continues to serve on the Crane NXT, Co. Board immediately following the Effective Time (regardless of whether such individual is also a Crane Company Transferred Non-Employee Director) or (ii) service on the Crane Company Board, for each Crane Company Transferred Non-Employee Director (who is not also a Crane NXT, Co. Non-Employee Director).

Section 3.5. TRSU Awards. Each Crane Holdings, Co. TRSU Award that is outstanding and unvested as of immediately prior to the Effective Time shall be treated as follows:

(a) Executive Officer Group. Each award held by a Crane Holdings, Co. Executive Officer, Crane NXT, Co. Executive Officer, or Crane Company Executive Officer (collectively, the “Executive Officer Group”) shall be converted, as of the Effective Time, into a Crane NXT, Co. TRSU Award and a Crane Company TRSU Award and shall, except as otherwise provided in this Section 3.5(a), be subject to the same terms and conditions after the Effective Time as were applicable to such Crane Holdings, Co. TRSU Award immediately prior to the Effective Time. Immediately after the Effective Time: (i) the number of Crane NXT, Co. Shares underlying such Crane NXT, Co. TRSU Award shall be the same as were underlying the Crane Holdings, Co. TRSU Award immediately before the Distribution; and (ii) the number of Crane Company Shares subject to the Crane Company TRSU Award shall be equal to the number of Crane Company Shares that would have been received in the Distribution had the Crane Holdings, Co. Shares underlying the Crane Holdings, Co. TRSU Award been issued and outstanding immediately before the Distribution. For example, if the Distribution results in one Crane Company Share issued for each Crane Holdings, Co. Share, the number of Crane Company Shares underlying the Crane Company TRSU Award immediately after the Distribution shall be the same as the number of Crane NXT, Co. Shares underlying the Crane NXT, Co. TRSU Award immediately after the Distribution.

(b) Other Crane NXT, Co. Employees. Each award held by a Crane NXT, Co. Employee who is not a member of the Executive Officer Group shall be converted, as of the Effective Time, into a Crane NXT, Co. TRSU Award and shall, except as otherwise provided in this Section 3.5, be subject to the same terms and conditions after the Effective Time as were applicable to such Crane Holdings, Co. TRSU Award prior to the Effective Time. Immediately after the Effective Time, the number of Crane NXT, Co. Shares underlying such Crane NXT, Co. TRSU Award shall be equal to (i) the number of Crane Holdings, Co. Shares subject to the Crane Holdings, Co. TRSU Award immediately prior to the Effective Time divided by (ii) the Crane NXT, Co. Adjustment Ratio, rounded up to the nearest whole share.

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(c) Other Crane Company Employees and Former Employees. Each award held by (i) a Crane Company Employee who is not a member of the Executive Officer Group, (ii) a Crane Company Legacy Award Holder, or (iii) a Crane NXT, Co. Legacy Award Holder, shall be converted, as of the Effective Time, into a Crane Company TRSU Award and shall, except as otherwise provided in this Section 3.5, be subject to the same terms and conditions after the Effective Time as were applicable to such Crane Holdings, Co. TRSU Award prior to the Effective Time. Immediately after the Effective Time, the number of Crane Company Shares subject to the Crane Company TRSU Award shall be equal to (i) the number of Crane Holdings, Co. Shares subject to the Crane Holdings, Co. TRSU Award immediately prior to the Effective Time divided by (ii) the Crane Company Adjustment Ratio, rounded up to the nearest whole share.

(d) Service for Vesting. Notwithstanding anything to the contrary contained herein, following the Effective Time, the unvested portion of any Crane NXT, Co. TRSU Award and Crane Company TRSU Award will remain subject to the same vesting conditions as in effect prior to the Distribution, except that the relevant service for the purposes of fulfilling such vesting conditions will be service to the award holder’s employer immediately following the Distribution.

Section 3.6. PRSU Awards. Each Crane Holdings, Co. PRSU Award that is outstanding and unvested as of immediately prior to the Effective Time shall be treated as follows:

(a) Executive Officer Group. Each award held by a member of the Executive Officer Group shall be converted, as of the Effective Time, into a Crane NXT, Co. PRSU Award and a Crane Company PRSU Award and shall, except as otherwise provided in this Section 3.6, be subject to the same terms and conditions after the Effective Time as were applicable to such Crane Holdings, Co. PRSU Award immediately prior to the Effective Time. Immediately after the Effective Time: (i) the number of Crane NXT, Co. Shares underlying such Crane NXT, Co. PRSU Award, assuming target performance, shall be the same as were underlying the Crane Holdings, Co. PRSU Award, assuming target performance, immediately before the Distribution; and (ii) the number of Crane Company Shares subject to the Crane Company PRSU Award, assuming target performance, shall be equal to the number of Crane Company Shares that would have been received in the Distribution had the Crane Holdings, Co. Shares underlying the Crane Holdings, Co. PRSU Award, assuming target performance, been issued and outstanding immediately before the Distribution. For example, if the Distribution results in one Crane Company Share issued for each Crane Holdings, Co. Share, the number of Crane Company Shares underlying the Crane Company PRSU Award, assuming target performance, immediately after the Distribution, shall be the same as the number of Crane NXT, Co. Shares underlying the Crane NXT, Co. PRSU Award, assuming target performance, immediately after the Distribution.

(b) Other Crane NXT, Co. Employees. Each award held by a Crane NXT, Co. Employee who is not a member of the Executive Officer Group shall be converted, as of the Effective Time, into a Crane NXT, Co. PRSU Award and shall, except as otherwise provided in this Section 3.6, be subject to the same terms and conditions after the Effective Time as were applicable to such Crane Holdings, Co. PRSU Award prior to the Effective Time. Immediately after the Effective Time, the number of Crane NXT, Co. Shares underlying such Crane NXT, Co. PRSU Award, assuming target performance, shall be equal to (i) the number of Crane Holdings, Co. Shares subject to the Crane Holdings, Co. PRSU Award immediately prior to the Effective Time divided by (ii) the Crane NXT, Co. Adjustment Ratio, rounded up to the nearest whole share

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(c) Other Crane Company Employees and Former Employees. Each award held by (i) a Crane Company Employee who is not a member of the Executive Officer Group, (ii) a Crane Company Legacy Award Holder, or (iii) a Crane NXT, Co. Legacy Award Holder, shall be converted, as of the Effective Time, into a Crane Company PRSU Award and shall, except as otherwise provided in this Section 3.6, be subject to the same terms and conditions after the Effective Time as were applicable to such Crane Holdings, Co. PRSU Award prior to the Effective Time. Immediately after the Effective Time, the number of Crane Company Shares subject to the Crane Company PRSU Award, assuming target performance, shall be equal to (i) the number of Crane Holdings, Co. Shares subject to the Crane Holdings, Co. PRSU Award immediately prior to the Effective Time divided by (ii) the Crane Company Adjustment Ratio, rounded up to the nearest whole share.

(d) Service for Vesting. Notwithstanding anything to the contrary contained herein, following the Effective Time, each Crane NXT, Co. PRSU Award and Crane Company PRSU Award will remain subject to the same time-vesting conditions as in effect prior to the Distribution, except that the relevant service for the purposes of fulfilling such vesting conditions will be service to the award holder’s employer immediately following the Distribution.

(e) Adjustments to Performance Goals. Prior to the Distribution, the Crane Holdings, Co. PRSU Awards became earned based on Crane Holdings, Co.’s relative total shareholder return performance over a specified three-year performance period against the companies comprising the S&P Midcap 400 Capital Goods Group. The Crane NXT, Co. PRSU Awards and the Crane Company PRSU Awards, whether resulting from adjustments by the shareholder method or the replacement method, shall remain subject to the same relative total shareholder return goals over the same performance period against the same peer group, but adjusted to apply as if each of Crane NXT, Co. and Crane Company had been separate companies over the entire performance period by adjusting the base-line share price of Crane Holdings, Co. Common Stock as of the beginning of the applicable performance period, as well as any dividends paid and deemed reinvested before the Effective Time, by the Crane NXT, Co. Adjustment Ratio for the Crane NXT, Co. PRSU Awards, and by the Crane Company Adjustment Ratio for the Crane Company PRSU Awards.

Section 3.7. Stock Option Awards. Each Crane Holdings, Co. Option Award that is outstanding, whether vested or unvested, as of immediately prior to the Effective Time shall be treated as follows:

(a) Executive Officer Group. Each award held by a member of the Executive Officer Group shall be converted, as of the Effective Time, into a Crane NXT, Co. Option Award and a Crane Company Option Award and shall, except as otherwise provided in this Section 3.7, be subject to the same terms and conditions after the Effective Time as were applicable to such Crane Holdings, Co. Option Award immediately prior to the Effective Time. Immediately after the Effective Time:

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(i) The number of Crane NXT, Co. Shares underlying such Crane NXT, Co. Option Award shall be equal to the number of Crane Holdings, Co. Shares underlying the corresponding Crane Holdings, Co. Option Award immediately before the Effective Time. The per share exercise price of such Crane NXT, Co. Option Award shall be equal to the per share exercise price of the corresponding Crane Holdings, Co. Option Award immediately prior to the Effective Time multiplied by the Crane NXT, Co. Adjustment Ratio, rounded up to the nearest whole cent.

(ii) The number of Crane Company Shares subject to the Crane Company Option Award shall equal the number of Crane Company Shares that would have been received in the Distribution had the Crane Holdings, Co. Shares subject to the Crane Holdings, Co. Option Award been issued and outstanding immediately before the Distribution. For example, if the Distribution results in one Crane Company Share issued for each Crane Holdings, Co. Share, the number of Crane Company Shares subject to the Crane Company Option Award immediately after the Distribution shall be the same as the number of Crane Holdings, Co. Shares subject to the Crane NXT, Co. Option Award immediately after the Distribution. The per share exercise price of such Crane Company Option Award shall be equal to the per share exercise price of the corresponding Crane Holdings, Co. Option Award immediately prior to the Effective Time multiplied by the Crane Company Adjustment Ratio, rounded up to the nearest whole cent.

(b) Other Crane NXT, Co. Employees. Each award held by a Crane NXT, Co. Employee who is not a member of the Executive Officer Group shall be converted, as of the Effective Time, into a Crane NXT, Co. Option Award and shall, except as otherwise provided in this Section 3.7, be subject to the same terms and conditions after the Effective Time as were applicable to such Crane Holdings, Co. Option Award immediately prior to the Effective Time. Immediately after the Effective Time:

(i) The number of Crane NXT, Co. Shares underlying such Crane NXT, Co. Option Award shall be equal to the number of Crane Holdings, Co. Shares subject to the corresponding Crane Holdings, Co. Option Award immediately prior to the Effective Time divided by the Crane NXT, Co. Adjustment Ratio, rounded down to the nearest whole share; and

(ii) The per share exercise price of such Crane NXT, Co. Option Award shall be equal to the per share exercise price of the corresponding Crane Holdings, Co. Option Award immediately prior to the Effective Time multiplied by the Crane NXT, Co. Adjustment Ratio, rounded up to the nearest whole cent.

(c) Other Crane Company Employees and Former Employees. Each award held by (i) a Crane Company Employee who is not a member of the Executive Officer Group, (ii) a Crane Company Legacy Award Holder, or (iii) a Crane NXT, Co. Legacy Award Holder, shall be converted, as of the Effective Time, into a Crane Company Option Award and shall, except as otherwise provided in this Section 3.7, be subject to the same terms and conditions after the Effective Time as were applicable to such Crane Holdings, Co. Option Award immediately prior to the Effective Time. Immediately after the Effective Time:

(i) The number of Crane Company Shares underlying such Crane Company Option Award shall be equal to the number of Crane Holdings, Co. Shares subject to the corresponding Crane Holdings, Co. Option Award immediately prior to the Effective Time divided by the Crane Company Adjustment Ratio, rounded down to the nearest whole share; and

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(ii) The per share exercise price of such Crane Company Option Award shall be equal to the per share exercise price of the corresponding Crane Holdings, Co. Option Award immediately prior to the Effective Time multiplied by the Crane Company Adjustment Ratio, rounded up to the nearest whole cent.

(d) Service for Vesting and Post-Employment Exercise Periods. Notwithstanding anything to the contrary contained herein, following the Effective Time, each Crane NXT, Co. Option Award and Crane Company Option Award will remain subject to the same time-vesting conditions as in effect prior to the Distribution, except that the relevant service for the purposes of fulfilling such vesting conditions will be service to the award holder’s employer immediately following the Distribution. Subject to Section 3.2(g), any post-employment exercise period for any such option shall be determined based on the terms of the original Crane Holdings, Co. Option Award, provided that the relevant termination of employment for such purpose shall be the termination of employment from the individual’s post-Distribution employer.

Section 3.8. Registration; Section 16(b) of the Exchange Act.

(a) Crane Company agrees to file a registration statement on Form S-8 (and, solely with respect to Crane Company Equity Compensation Awards for which the underlying Crane Company Shares are not eligible for registration on Form S-8, a registration statement on Form S-3 or Form S-1) with respect to, and to cause to be registered pursuant to the Securities Act, the Crane Company Shares authorized for issuance under the Crane Company Stock Incentive Plan, as required pursuant to the Securities Act, not later than the Distribution Date and in any event before the date of issuance of any Crane Company Shares pursuant to the Crane Company Stock Incentive Plan. The Parties shall take such additional actions as are deemed necessary or advisable to effectuate the foregoing provisions of this Section 3.8(a).

(b) Crane Company agrees to file a registration statement on Form S-8 with respect to, and to cause to be registered pursuant to the Securities Act, the Crane Company Shares for purchase under the Crane Company U.S. Savings Plan, as required pursuant to the Securities Act, not later than the Distribution Date and in any event before the date of purchase of any Crane Company Shares pursuant to the Crane Company U.S. Savings Plan. The Parties shall take such additional actions as are deemed necessary or advisable to effectuate the foregoing provisions of this Section 3.8(b).

(c) By approving the adoption of this Agreement, the Crane Holdings, Co. Board and Crane Company Board intend to exempt from the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, by reason of the application of Rule 16b-3 thereunder, all acquisitions and dispositions of equity incentive awards by directors and executive officers of each of Crane Holdings, Co. and Crane Company, and the respective boards of directors of Crane Holdings, Co. and Crane Company also intend to expressly approve, in respect of any equity-based award, the use of any method for the payment of an exercise price and the satisfaction of any applicable tax withholding (specifically including the actual or constructive tendering of shares in payment of an exercise price and the withholding of option shares from delivery in satisfaction of applicable tax withholding requirements) to the extent such method is permitted under the applicable equity incentive plan and award agreement.

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Section 3.9. Compliance with Section 409A. All adjustments to Crane Holdings, Co. Equity Compensation Awards made under this Article III are intended to be made in a manner consistent with the requirements of Section 409A of the Code in order to avoid accelerated recognition of income or additional taxes under Section 409A of the Code, including for adjustment to Crane Holdings, Co. Option Awards, the requirements of Treasury Regulation Section 1.409A-1(b)(5)(v)(D). Notwithstanding the foregoing, the Parties do not guarantee the tax treatment of any Crane Holdings, Co. Equity Compensation Awards, Crane NXT, Co. Equity Compensation Awards, or Crane Company Equity Compensation Awards, and shall have no liability with respect to any equity award holder with respect thereto.

Section 3.10. Non-Equity Incentive Plans.

(a) No later than immediately prior to the Effective Time, (i) Crane Company shall assume sponsorship of the current Crane Holdings, Co. 2011 Annual Incentive Plan, and (ii) Crane NXT, Co. shall, or shall cause another member of the Crane NXT Group to, take commercially reasonable steps to adopt or have in place a plan (or plans) that will provide annual bonus or short-term cash incentive opportunities for Crane NXT, Co. Employees that are substantially similar to the opportunities provided immediately prior to the Effective Time (the “Crane NXT, Co. Annual Bonus Plan”), subject to Crane NXT, Co.’s right to amend or terminate such plan after the Distribution Date in accordance with the terms thereof.

(b) For the avoidance of doubt, (i) the Crane NXT Group shall be solely responsible for funding, paying, and discharging all obligations relating to any annual or short-term cash incentive awards that any Crane NXT, Co. Employee or Former Crane NXT, Co. Employee is eligible to receive under any Crane NXT Group annual bonus plans and other short-term incentive compensation plans, including the Crane NXT, Co. Annual Bonus Plan, with respect to payments made on or after the Effective Time, and no member of the Crane Company Group shall have any obligations with respect thereto, and (ii) the Crane Company Group shall be solely responsible for funding, paying, and discharging all obligations relating to any annual cash incentive awards that any Crane Company Employee or Former Crane Company Employee is eligible to receive under any Crane Company Group annual bonus and other short-term incentive compensation plans, including the Crane Holdings, Co. 2011 Annual Incentive Plan (as assumed by Crane Company), with respect to payments made on or after the Effective Time, and no member of the Crane NXT Group shall have any obligations with respect thereto.

Section 3.11. “Shareholder Method” Adjusted Awards Upon Change in Control.

(a) In the event a change in control (as defined in the applicable equity incentive plan or award agreement) occurs with respect to Crane NXT, Co., then:

(i) as to each Crane NXT, Co. Employee who is a member of the Executive Officer Group, to the extent Crane NXT, Co. determines to accelerate the vesting and/or exercisability of a Crane NXT, Co. Equity Compensation Award, the same treatment shall apply to the corresponding Crane Company Equity Compensation Award that the individual received as part of the “shareholder method” adjustment to the applicable original Crane Holdings, Co. Equity Compensation Award upon the Distribution, and

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(ii) as to each Crane Company Employee who is a member of the Executive Officer Group, each Crane NXT, Co. Equity Compensation Award shall fully vest upon the change in control (and, to the extent applicable, become exercisable in connection with the change in control).

(b) In the event a change in control (as defined in the applicable equity incentive plan or award agreement) occurs with respect to Crane Company, then:

(i) as to each Crane Company Employee who is a member of the Executive Officer Group, to the extent Crane Company determines to accelerate the vesting and/or exercisability of a Crane Company Equity Compensation Award, the same treatment shall apply to the corresponding Crane NXT, Co. Equity Compensation Award that the individual received as part of the “shareholder method” adjustment to the applicable original Crane Holdings, Co. Equity Compensation Award upon the Distribution, and

(ii) as to each Crane NXT, Co. Employee who is a member of the Executive Officer Group, each Crane Company Equity Compensation Award shall fully vest upon the change in control (and, to the extent applicable, become exercisable in connection with the change in control).

(c) Notwithstanding the foregoing, this Section 3.11 will not apply to the extent that it would cause adverse tax consequences under Code Section 409A. For the avoidance of doubt, this Section 3.11 shall not apply to new awards granted under the Crane Holdings, Co. Stock Incentive Plans or Crane Company Stock Incentive Plan after the Distribution Date.

(d) For purposes of this Section 3.11, the same principles will apply to the Crane NXT, Co. DSU Awards and Crane Company DSU Awards held by Crane NXT, Co. Non-Employee Directors and Crane Company Non-Employee Directors.

Section 3.12. Conformity with Non-U.S. Laws. Notwithstanding anything to the contrary in this Agreement, (i) to the extent any of the provisions in this Article III (or any equity award described herein) do not conform with applicable non-U.S. Laws (including provisions for the collection of withholding taxes), such provisions shall be modified to the extent necessary to conform with such non-U.S. Laws in such manner as is equitable and to preserve the intent hereof, as determined by the Parties in good faith, and (ii) the provisions of this Article III may be modified to the extent necessary to avoid undue cost or administrative burden arising out of the application of this Article III to awards subject to non-U.S. Laws.

Section 3.13. Employment Treatment.

(a) Continuous employment with the Crane Company Group and the Crane NXT Group following the Distribution Date will be deemed to be continuing service for purposes of vesting and exercisability for the Crane Company Equity Compensation Awards and the Crane NXT, Co. Equity Compensation Awards. However, in the event that a Crane Company Employee terminates employment after the Distribution Date and becomes employed by the Crane NXT Group, for purposes of Article III, the Crane Company Employee will be deemed terminated and the terms and conditions of the Crane Holdings, Co. Stock Incentive Plan or Crane Company Stock incentive Plan, as applicable, under which grants were made will apply. Similarly, in the event that a Crane NXT, Co. Employee terminates

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employment after the Distribution Date and becomes employed by the Crane Company Group, for purposes of Article III, the Crane NXT, Co. Employee will be deemed terminated and the terms and conditions of the applicable incentive plan under which grants were made will apply. The same principles will apply to a Crane NXT, Co. Non-Employee Director or Crane Company Non-Employee Director who ceases to provide services to the applicable entity after the Distribution Date.

(b) If, after the Distribution Date, Crane NXT, Co. or Crane Company identifies an administrative error in the individuals identified as holding Crane NXT, Co. Equity Compensation Awards and Crane Company Equity Compensation Awards, the number of such awards so held, the vesting level of such awards, or any other similar error, Crane NXT, Co. and Crane Company will mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and Crane NXT, Co. and Crane Company in the position in which they would have been had the error not occurred.

ARTICLE IV

GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

Section 4.1. General Principles.

(a) (i) Except as otherwise provided in this Agreement, each member of the Crane NXT Group and each member of the Crane Company Group shall take any and all reasonable action as shall be necessary or appropriate so that active participation in the Crane Holdings, Co. Pension Plans, Crane Holdings, Co. Savings Plans, Crane NXT, Co. Welfare Plans and Crane Holdings, Co. Benefit Arrangements by all Crane Company Employees and Former Crane Company Employees shall terminate in connection with the Distribution as and when provided under this Agreement (or if not specifically provided under this Agreement, as of 11:59 p.m. on the day before the Distribution Date), and each member of the Crane Company Group shall cease to be a participating employer under the terms of such Crane Holdings, Co. Pension Plans, Crane Holdings, Co. Savings Plans, Crane NXT, Co. Welfare Plans and Crane Holdings, Co. Benefit Arrangements as of such time.

(ii) Except as otherwise provided in this Agreement, each member of the Crane Company Group and each member of the Crane NXT Group shall take any and all reasonable action as shall be necessary or appropriate so that active participation in the Crane Company Pension Plans, Crane Company Savings Plans, Crane Company Welfare Plans and Crane Company Benefit Arrangements by all Crane NXT, Co. Employees shall terminate in connection with the Distribution as and when provided under this Agreement (or if not specifically provided under this Agreement, as of 11:59 p.m. on the day before the Distribution Date), and each member of the Crane NXT Group shall cease to be a participating employer under the terms of such Crane Company Pension Plans, Crane Company Savings Plans, Crane Company Welfare Plans and Crane Company Benefit Arrangements as of such time.

(iii) Except as otherwise provided in this Agreement, (A) one or more members of the Crane Company Group (as designated by Crane Company) shall continue to be responsible for or assume, as of the Effective Time, all employee benefits liabilities for Crane Company Employees, Former Crane Company Employees and Former Crane NXT, Co. Employees, and any assets relating to such employee benefits for Crane Company Employees, Former Crane Company Employees and Former Crane NXT, Co. Employees shall be

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transferred to or continue to be held by one or more members of the Crane Company Group (as designated by Crane Company); and (B) one or more members of the Crane NXT Group (as designated by Crane Holdings, Co.) shall continue to be responsible for or assume, as of the Effective Time, all employee benefits liabilities for Crane NXT, Co. Employees, and any assets relating to such employee benefits for Crane NXT, Co. Employees shall be transferred to or continue to be held by one or more members of the Crane NXT Group (as designated by Crane Holdings, Co.).

(b) Except as otherwise provided in this Agreement, as of the Effective Time, no member of the Crane NXT Group shall have any further liability for, and Crane Company shall indemnify each member of the Crane NXT Group, and the officers, directors, and employees of each member of the Crane NXT Group, and hold them harmless with respect to any and all liabilities and obligations whatsoever with respect to, claims made by or with respect to any Crane Company Employees or Former Crane Company Employees in connection with any employee compensation or benefit plan, program, policy, or agreement (including the Crane Company Individual Agreements and any agreements with Crane Company Independent Contractors) not otherwise retained or assumed by any member of the Crane NXT Group pursuant to this Agreement, including such liabilities relating to actions or omissions of or by any member of the Crane Company Group or any officer, director, employee or agent thereof prior to the Effective Time.

(c) Except as otherwise provided in this Agreement, as of the Effective Time, no member of the Crane Company Group shall have any further liability for, and Crane NXT, Co. shall indemnify each member of the Crane Company Group, and the officers, directors and employees of each member of the Crane Company Group, and hold them harmless with respect to any and all liabilities and obligations whatsoever with respect to, claims made by or with respect to any Crane NXT, Co. Employees or Former Crane NXT, Co. Employees in connection with any employee compensation or benefit plan, program, policy, or agreement (including the Crane NXT, Co. Individual Agreements and any agreements with Crane NXT, Co. Independent Contractors) not otherwise retained or assumed by any member of the Crane Company Group pursuant to this Agreement, including such liabilities relating to action or omissions of or by any member of the Crane NXT Group or any officer, director, employee or agent thereof prior to the Effective Time.

Section 4.2. Service Credit.

(a) Service for Eligibility and Vesting Purposes. Except as otherwise provided in this Agreement, (i) for purposes of eligibility and vesting under the Crane Holdings, Co. Pension Plans, Crane Holdings, Co. Savings Plans, Crane Holdings, Co. Benefit Arrangements and Crane NXT, Co. Welfare Plans, Crane Holdings, Co. shall, and shall cause each member of the Crane NXT Group to, credit each Crane NXT, Co. Employee with service for any period of employment with any member of the Crane Company Group prior to the Effective Time to the same extent such service would be credited if it had been performed for a member of the Crane NXT Group and (ii) for purposes of eligibility and vesting under the Crane Company Pension Plans, Crane Company Savings Plans, Crane Company Benefit Arrangements and Crane Company Welfare Plans, Crane Company shall, and shall cause each member of the Crane Company Group to, credit each Crane Company Employee with service for any period of employment with any member of the Crane NXT Group prior to the Effective Time to the same extent such service would be credited if it had been performed for a member of the Crane Company Group.

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(b) Service for Benefit Purposes. Except as otherwise provided in this Agreement, and except to the extent the following would result in a duplication of benefits, (i) for purposes of benefit levels and accruals and benefit commencement entitlements under the Crane Holdings, Co. Pension Plans, Crane Holdings, Co. Savings Plans, Crane NXT, Co. Welfare Plans and Crane Holdings, Co. Benefit Arrangements, Crane Holdings, Co. shall, and shall cause each member of the Crane NXT Group to, credit each Crane NXT, Co. Employee with service for any period of employment with any member of the Crane Company Group prior to the Effective Time to the same extent that such service is taken into account pursuant to the terms of the Crane Company Pension Plans, Crane Company Savings Plans, Crane Company Welfare Plans and Crane Company Benefit Arrangements, and (ii) for purposes of benefit levels and accruals and benefit commencement entitlements under the Crane Company Pension Plans, Crane Company Savings Plans, Crane Company Welfare Plans and Crane Company Benefit Arrangements, Crane Company shall, and shall cause each member of the Crane Company Group to, credit each Crane Company Employee with service for any period of employment with any member of the Crane NXT Group prior to the Effective Time to the same extent such service would be credited if it had been performed for a member of the Crane Company Group.

(c) Evidence of Prior Service. Notwithstanding anything in this Agreement to the contrary, but subject to applicable Law, upon reasonable request by one Party to the other Party, the first Party will provide to the other Party copies of any records available to the first Party to document such service, plan participation and membership of such Employees and cooperate with the first Party to resolve any discrepancies or obtain any missing data for purposes of determining benefit eligibility, participation, vesting and calculation of benefits with respect to any Employee.

Section 4.3. Plan Administration.

(a) Transition Services. The Parties acknowledge that the Crane NXT Group or the Crane Company Group may provide administrative services for certain of the other Party’s benefit programs for a transitional period under the terms of an applicable transition services agreement. The Parties agree to enter into a business associate agreement (if required by applicable health information privacy Laws) in connection with such transition services agreement.

(b) Administration. Crane Company shall use its best efforts to, and shall cause each member of the Crane Company Group to use its best efforts to, administer its benefit plans in a manner that does not jeopardize the tax-favored status of the tax-favored benefit plans maintained by any member of the Crane NXT Group. Crane Holdings, Co. shall use its best efforts to, and shall cause each member of the Crane NXT Group to use its best efforts to, administer its benefit plans in a manner that does not jeopardize the tax-favored status of the tax-favored benefit plans maintained by any member of the Crane Company Group.

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(c) Participant Elections and Beneficiary Designations. All participant elections and beneficiary designations made under any plan sponsored by a member of the Crane NXT Group or Crane Company Group prior to the effective date as of which assets or liabilities relating to that plan are transferred or allocated to a member of the Crane Company Group or Crane NXT Group, as applicable, shall continue in effect under any plan maintained by any member of the Crane Company Group or Crane NXT Group, as applicable, to which liabilities are transferred or allocated pursuant to this Agreement until such time as any applicable participant changes his elections or beneficiary designations in accordance with the procedures of the relevant plan, as the case may be, including deferral, investment, and payment form elections, dividend elections, coverage options and levels, beneficiary designations and the rights of alternate payees under qualified domestic relations orders.

ARTICLE V

PENSION, EXCESS AND SUPPLEMENTAL PLANS

Section 5.1. General Principles. The Crane Company Pension Plans shall continue to be maintained and sponsored by one or more members of the Crane Company Group on and after the Effective Time, and the Crane Holdings, Co. Pension Plans shall continue to be maintained and sponsored by one or more members of the Crane NXT Group on and after the Effective Time. The Crane NXT Group and the Crane Company Group shall each be responsible for the funding of their respective pension plans on and after the Effective Time.

Section 5.2. U.S. Pension Plan.

(a) Crane Company shall retain all liabilities and obligations under the Crane Company U.S. Pension Plan in respect of benefits accrued thereunder. No assets or liabilities of the Crane Company U.S. Pension Plan shall be transferred to any tax-qualified retirement plan established or maintained by Crane Holdings, Co. or any member of the Crane NXT Group.

(b) Each Crane Holdings, Co. Employee, shall be treated as terminating employment with Crane Company and the Crane Company Group as of the Effective Time for purposes of the Crane Company U.S. Pension Plan; provided, however, that Crane Company or its duly authorized delegate shall amend the Crane Company U.S. Pension Plan prior to the Effective Time as necessary to ensure that (i) each Crane Holdings, Co. Employee is 100% vested in their accrued benefits under the Crane Company U.S. Pension Plan as of the Effective Time; and (ii) until the Effective Time, Crane Holdings, Co. Employees shall be given credit for service with the Crane Company Group for purposes of eligibility for retirement.

Section 5.3. Non-U.S. Pension Plans.

(a) Crane Company Non-U.S. Pension Plans. Participation in, and the allocation of liabilities under, the Crane Company Pension Plans other than the Crane Company U.S. Pension Plan (the “Crane Company Non-U.S. Pension Plans”) generally will be handled in accordance with the general principles described in Article IV. However, and notwithstanding anything in this Section or the Agreement to the contrary, the Parties will cooperate to ensure that participation in, the allocation of liabilities under, and any division of the Crane Company Non-U.S. Pension Plans required in connection with the Distribution are in accordance with all applicable Laws.

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(b) Crane Holdings, Co. Pension Plans. Participation in, and the allocation of liabilities under, the Crane Holdings, Co. Pension Plans generally will be handled in accordance with the general principles described in Article IV. However, and notwithstanding anything in this Section or the Agreement to the contrary, the Parties will cooperate to ensure that participation in, the allocation of liabilities under, and any division of the Crane Holdings, Co. Pension Plans required in connection with the Distribution are in accordance with all applicable Laws.

(c) Conformity with Non-U.S. Laws. Notwithstanding anything to the contrary in this Agreement, (i) to the extent any of the provisions in this Article V (or any benefit plan described herein) do not conform with applicable non-U.S. Laws, such provisions shall be modified to the extent necessary to conform with such non-U.S. Laws in such manner as is equitable and to preserve the intent hereof, as determined by the Parties in good faith, and (ii) the provisions of this Article V may be modified to the extent necessary to avoid undue cost or administrative burden arising out of the application of this Article V to plans subject to non-U.S. Laws.

Section 5.4. Non-Qualified Deferred Compensation Plans.

(a) Crane Currency SERP. Crane NXT, Co. shall retain all liabilities and obligations under the Crane Currency SERP in respect of all benefits thereunder for all participants and their respective beneficiaries. The parties shall cooperate to ensure that any rabbi trust providing informal funding for the Crane Currency SERP shall be a rabbi trust of the Crane NXT Group as of the Distribution Date.

(b) Restoration Plans. Crane Company shall retain all liabilities and obligations under the Crane Company Restoration Plan in respect of all benefits thereunder for Crane Company Employees, Former Crane Company Employees and Former Crane NXT, Co. Employees. On or prior to the Effective Time, Crane Holdings, Co. shall establish the Crane Holdings, Co. Restoration Plan. The liabilities attributable to Crane NXT, Co. Employees in the Crane Company Restoration Plan shall be assumed by a member of the Crane NXT Group, which sponsors the Crane Holdings, Co. Restoration Plan, as of the Effective Time. Each member of the Crane NXT Group shall cease to be a participating employer in the Crane Company Restoration Plan, and the Crane NXT, Co. Employees shall no longer participate in the Crane Company Restoration Plan, each as of the Effective Time, unless any such Crane Holdings, Co. Employee shall become employed by any member of the Crane Company Group after such date and such member participates in the Crane Company Restoration Plan and such employee is eligible for participation therein.

(c) Director Retirement Plan. Crane Company shall retain all liabilities and obligations under the Crane Co. Retirement Plan for Non-Employee Directors in respect of all benefits thereunder for all participants and their respective beneficiaries.

(d) Liability and Responsibility. Crane Company shall have sole responsibility for the administration of the Crane Company Restoration Plan and the payment of benefits thereunder to or on behalf of Crane Company Employees, Former Crane Company Employees, and Former Crane NXT, Co. Employees, and no member of the Crane NXT Group shall have any liability or responsibility therefor. Crane NXT, Co. shall have sole responsibility for the administration of the Crane Currency SERP and the Crane Holdings, Co. Restoration Plan and the payment of benefits thereunder to or on behalf of Crane NXT, Co. Employees, and no member of the Crane Company Group shall have any liability or responsibility therefor.

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ARTICLE VI

SAVINGS PLANS

Section 6.1. U.S. Savings Plans. Prior to the Distribution Date, Crane Holdings, Co. will establish and adopt a qualified employee cash or deferred arrangement under Code Section 401(k) (the “Crane NXT, Co. U.S. Savings Plan”) intended to be qualified under Code Section 401(a) and containing provisions that will provide, among other things, benefits for each Employee who, immediately prior to the Distribution Date, is a participant with an account balance in the Crane Company U.S. Savings Plan and employed in the P&M Technologies Business (the “Crane NXT, Co. U.S. Savings Plan Beneficiaries”) identical (except as provided in this Article VI) to those in effect under the Crane Company U.S. Savings Plan immediately prior to the Distribution Date. From and after the Distribution Date, each Crane NXT, Co. Employee who was an active participant in the Crane Company U.S. Savings Plan immediately prior to the Distribution Date shall participate in the Crane NXT, Co. U.S. Savings Plan. Crane NXT, Co. Employees shall not make or receive additional contributions under the Crane Company U.S. Savings Plan for compensation earned on and after the Distribution Date, unless any such Crane NXT, Co. Employee shall become employed by any member of the Crane Company Group after such date and such member participates in the Crane Company U.S. Savings Plan in accordance with the terms and provisions of the Crane Company U.S. Savings Plan. A Crane Company Employee, Former Crane Company Employee or Former Crane NXT, Co. Employee shall not make or receive contributions under the Crane NXT, Co. U.S. Savings Plan unless any such Crane Company Employee, Former Crane Company Employee or Former Crane NXT, Co. Employee shall become employed by any member of the Crane NXT Group after the Distribution Date and such member participates in the Crane NXT, Co. U.S. Savings Plan in accordance with the terms and provisions of the Crane NXT, Co. U.S. Savings Plan. In the event a participant (or the alternate payee or beneficiary of a participant) has a remaining account balance in the Crane Company U.S. Savings Plan immediately prior to the Distribution Date and it cannot be determined whether such participant (or the alternate payee or beneficiary of such participant) is a Former Crane Company Employee or a Former Crane NXT, Co. Employee, such participant (or the alternate payee or beneficiary of such participant) shall be deemed to be a Former Crane Company Employee for purposes of this Article VI.

Section 6.2. Treatment of Crane NXT, Co. Common Stock and Crane Company Common Stock.

(a) Crane NXT, Co. U.S. Savings Plan. The Crane NXT, Co. U.S. Savings Plan will provide as of the Distribution Date: (i) for the establishment of a Crane NXT, Co. Common Stock fund and a Crane Company Common Stock fund; (ii) that the Crane NXT, Co. Common Stock fund shall receive and hold all shares of Crane NXT, Co. Common Stock to be distributed in the Distribution on behalf of Crane NXT, Co. U.S. Savings Plan Beneficiaries; (iii) that the Crane Company Common Stock fund shall receive and hold all shares of Crane Company Common Stock to be distributed in the Distribution on behalf of Crane NXT, Co. U.S. Savings Plan Beneficiaries; (iv) that, following the Distribution Date, contributions made by or on behalf of Crane NXT, Co. U.S. Savings Plan Beneficiaries may be allocated to the Crane NXT, Co. Common Stock fund; (v) that the Crane NXT, Co. U.S. Savings Plan Beneficiaries will be prohibited from increasing their holdings in the Crane Company Common Stock fund; (vi) that the Crane NXT, Co. U.S. Savings Plan Beneficiaries may elect to liquidate their holdings in the Crane Company Common Stock fund and invest those monies in any other investment fund offered under the Crane NXT, Co. U.S. Savings Plan; and (vii) that Crane NXT, Co. or its duly authorized delegate may elect to liquidate the Crane Company Common Stock fund after the Effective Time.

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(b) Crane Company U.S. Savings Plan. The Crane Company U.S. Savings Plan will provide as of the Distribution Date: (i) for the establishment of a Crane Company Common Stock fund and a Crane NXT, Co. Common Stock fund; (ii) that the Crane Company Common Stock fund shall receive and hold all shares of Crane Company Common Stock to be distributed in the Distribution on behalf of each participant with an account balance in the Crane Company U.S. Savings Plan immediately prior to the Effective Time who is not a Crane NXT, Co. U.S. Savings Plan Beneficiary (and each beneficiary and alternate payee of such person) (the “Crane Company U.S. Savings Plan Beneficiaries”); (iii) that the Crane NXT, Co. Common Stock fund shall receive and hold all shares of Crane NXT, Co. Common Stock to be distributed in the Distribution on behalf of Crane Company U.S. Savings Plan Beneficiaries; (iv) that, following the Distribution Date, contributions made by or on behalf of Crane Company U.S. Savings Plan Beneficiaries may be allocated to the Crane Company Common Stock fund; (v) that the Crane Company U.S. Savings Plan Beneficiaries will be prohibited from increasing their holdings in the Crane NXT, Co. Common Stock fund; (vi) that the Crane Company U.S. Savings Plan Beneficiaries may elect to liquidate their holdings in the Crane NXT, Co. Common Stock fund and invest those monies in any other investment fund offered under the Crane Company U.S. Savings Plan; and (vii) that Crane Company or its duly authorized delegate may elect to liquidate the Crane NXT, Co. Common Stock fund after the Effective Time.

Section 6.3. U.S. Transfer of Accounts. As of the effective date of the Crane NXT, Co. U.S. Savings Plan, or as soon as administratively practicable thereafter, Crane Company will cause to be transferred from the trust under the Crane Company U.S. Savings Plan to the trust under the Crane NXT, Co. U.S. Savings Plan the aggregate amount that was credited to the accounts of the Crane NXT, Co. U.S. Savings Plan Beneficiaries as of such date. The transfer shall, to the extent reasonably possible, be an in-kind transfer, subject to the reasonable consent of the trustee of the Crane NXT, Co. U.S. Savings Plan trust and shall include the transfer of the aggregate assets held in the accounts relating to each Crane NXT, Co. U.S. Savings Plan Beneficiary under the Crane Company U.S. Savings Plan and any participant loan notes held under such plans. Crane Company shall cause the Crane Company U.S. Savings Plan to allocate to the Crane NXT, Co. U.S. Savings Plan a proportionate share of any forfeiture account under the Crane Company U.S. Savings Plan.

Section 6.4. Non-U.S. Savings Plans.

(a) Crane Company Non-U.S. Savings Plans. Participation in, and the allocation of liabilities under, the Crane Company Savings Plans other than the Crane Company U.S. Savings Plan (the “Crane Company Non-U.S. Savings Plans”) generally will be handled in accordance with the general principles described in Article IV. However, and notwithstanding anything in this Section or the Agreement to the contrary, the Parties will cooperate to ensure that participation in, the allocation of liabilities under, and any division of the Crane Company Non-U.S. Savings Plans required in connection with the Distribution are in accordance with all applicable Laws.

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(b) Crane Holdings, Co. Savings Plans. Participation in, and the allocation of liabilities under, the Crane Holdings, Co. Savings Plans generally will be handled in accordance with the general principles described in Article IV. However, and notwithstanding anything in this Section or the Agreement to the contrary, the Parties will cooperate to ensure that participation in, the allocation of liabilities under, and any division of the Crane Holdings, Co. Savings Plans required in connection with the Distribution are in accordance with all applicable Laws.

(c) Conformity with Non-U.S. Laws. Notwithstanding anything to the contrary in this Agreement, (i) to the extent any of the provisions in this Article VI (or any benefit plan described herein) do not conform with applicable non-U.S. Laws, such provisions shall be modified to the extent necessary to conform with such non-U.S. Laws in such manner as is equitable and to preserve the intent hereof, as determined by the Parties in good faith, and (ii) the provisions of this Article VI may be modified to the extent necessary to avoid undue cost or administrative burden arising out of the application of this Article V to plans subject to non-U.S. Laws.

ARTICLE VII

WELFARE PLANS

Section 7.1. Establishment of Crane NXT, Co. Welfare Plans.

(a) Prior to the Distribution Date, Crane Holdings, Co. will establish and adopt new welfare plans containing provisions that will provide, among other things, benefits for Employees who, immediately prior to the Distribution Date, are participants in the Crane Company Welfare Plans and employed in the P&M Technologies Business (and their eligible spouses and dependents as the case may be) (collectively, the “Crane NXT, Co. Welfare Plan Participants”), substantially similar (except as provided in this Article VII) to those in effect under the Crane Company Welfare Plans for such Crane NXT, Co. Welfare Plan Participants immediately prior to the Distribution Date. From and after the Distribution Date, each Crane NXT, Co. Employee who was an active participant in the Crane Company Welfare Plans prior to the Distribution Date will participate in the Crane NXT, Co. Welfare Plans on an uninterrupted basis in accordance with, and subject to, the provisions of the Crane NXT, Co. Welfare Plans. Except as provided below, as of the Distribution Date, liabilities relating to the Crane NXT, Co. Welfare Plan Participants shall be spun off from each Crane Company Welfare Plan and allocated to the corresponding new Crane NXT, Co. Welfare Plan.

(b) The Crane NXT, Co. Welfare Plan Participants will cease to be eligible for coverage under the Crane Company Welfare Plans at 11:59 p.m. on the day before the Distribution Date. Crane NXT, Co. Welfare Plan Participants shall not participate in any Crane Company Welfare Plans on and after the Distribution Date, unless they shall become employed on or after the Distribution Date by any member of the Crane Company Group that participates in such plans and meet the terms and conditions of participation thereunder. Crane Company Employees, Former Crane Company Employees and Former Crane NXT, Co. Employees shall not participate in any Crane NXT, Co. Welfare Plans, unless they shall become employed on and after the Distribution Date by any member of the Crane NXT Group that participates in such plans and meet the terms and conditions of participation thereunder.

(c) Notwithstanding anything in this Section to the contrary, long-term care coverage shall not be available to Crane NXT, Co. Welfare Plan Participants under the Crane NXT, Co. Welfare Plans.

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Section 7.2. Transitional Matters Under Crane Company Welfare Plans.

(a) Treatment of Claims Incurred.

(i) Self-Insured Benefits. Except as provided in Section 7.2(a)(iii) below, Crane Company has assumed and is responsible for the funding of payment for any unpaid covered claim and eligible expense incurred by any Crane NXT, Co. Welfare Plan Participant prior to the Distribution Date under a Crane Company Welfare Plan that is not described in Section 7.2(a)(ii) below, to the extent such Crane NXT, Co. Welfare Plan Participant had coverage under such Crane Company Welfare Plan on the date such claim or expense was incurred. No member of the Crane NXT Group shall be responsible for any liability with respect to any such claims or expenses.

(ii) Insured Benefits. Except as provided in Section 7.2(a)(iii) below with respect to benefits that, prior to the Distribution Date, were provided for under the Crane Company Welfare Plans through the purchase of insurance, Crane Company shall cause the Crane Company Welfare Plans to fully perform, pay and discharge all claims of Crane NXT, Co. Welfare Plan Participants that were incurred prior to the Distribution Date.

(iii) Disability Benefits. Notwithstanding anything in Section 7.2(a)(i) or Section 7.2(a)(ii) of this Agreement to the contrary, (A) Crane NXT, Co. shall assume and is responsible for the funding of payment for any unpaid covered claim and eligible expense incurred by any Crane NXT, Co. Welfare Plan Participant prior to the Distribution Date under a Crane Company Welfare Plan providing short-term disability benefits, to the extent such Crane NXT, Co. Welfare Plan Participant had coverage under such Crane Company Welfare Plan on the date such claim or expense is incurred and (B) with respect to long-term disability benefits that, prior to the Distribution Date, were provided for under the Crane Company Welfare Plans through the purchase of insurance, Crane Company and Crane NXT, Co. will cooperate and use their commercially reasonable efforts to determine whether the insurer providing long-term disability benefits under the Crane Company Welfare Plans or the insurer providing long-term disability benefits under the Crane NXT, Co. Welfare Plans will fully perform, pay and discharge all claims of Crane NXT, Co. Welfare Plan Participants that were incurred prior to the Distribution Date.

(iv) Claims Incurred. For purposes of this Section 7.2(a), a claim or liability is deemed to be incurred (A) with respect to medical, dental, vision and/or prescription drug benefits, upon the rendering of health services giving rise to such claim or liability; (B) with respect to life insurance, accidental death and dismemberment and business travel accident insurance, upon the occurrence of the event giving rise to such claim or liability; (C) with respect to short and long-term disability benefits, upon the date of an individual’s disability, as determined by the claim administrator or disability benefit insurance carrier, giving rise to such claim or liability; and (D) with respect to a period of continuous hospitalization, upon the date of admission to the hospital, unless otherwise provided under the terms of the applicable Crane Company Welfare Plan.

(b) Credit for Deductibles and Other Limits. With respect to each Crane NXT, Co. Welfare Plan Participant, the Crane NXT, Co. Welfare Plans will give credit in plan year 2023 for any amount paid, number of services obtained or visits provided under the comparable Crane Company Welfare Plan by such Crane NXT, Co. Welfare Plan Participant in plan year 2023 toward deductibles, out-of-pocket maximums, limits on number of services

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or visits, or other similar limitations to the extent such amounts are taken into account under the comparable Crane Company Welfare Plan. For purposes of any lifetime maximum benefit limit payable to a Crane NXT, Co. Welfare Plan Participant under any Crane NXT, Co. Welfare Plan, the Crane NXT, Co. Welfare Plans will recognize any expenses paid or reimbursed by a Crane Company Welfare Plan with respect to such participant prior to the Distribution Date to the same extent such expense payments or reimbursements would be recognized in respect of an active plan participant under that Crane Company Welfare Plan.

(c) COBRA. As of the Distribution Date, Crane Company has assumed and will satisfy all requirements under COBRA with respect to all Crane Company Employees, Former Crane Company Employees, Crane NXT, Co. Employees and Former Crane NXT, Co. Employees, and their qualified beneficiaries, who experienced a COBRA qualifying event prior to the Distribution Date, including for individuals who are already receiving COBRA continuation coverage as of such date. After the Distribution Date, Crane NXT, Co. will satisfy all requirements under COBRA with respect to all Crane NXT, Co. Employees who experience a COBRA qualifying event on or after the Distribution Date, and their qualified beneficiaries.

(d) Retiree Medical and Life Insurance Benefits. On and after the Distribution Date, Crane Company shall provide retiree medical and life insurance benefits under the Crane Company Welfare Plans to the Legacy Crane Retiree Medical and Life Insurance Participants, and Crane NXT, Co. shall provide retiree medical benefits under the Crane NXT, Co. Welfare Plans to the Legacy Currency Retiree Medical Participants. As of the Effective Time, (i) one or more members of the Crane Company Group (as designated by Crane Company) shall continue to be responsible for or assume all retiree medical and life insurance liabilities for the Legacy Crane Retiree Medical and Life Insurance Participants; (ii) any assets relating to such retiree medical and life insurance benefits for Legacy Crane Retiree Medical and Life Insurance Participants shall be transferred to or continue to be held by one or more members of the Crane Company Group (as designated by Crane Company); (iii) one or more members of the Crane NXT Group (as designated by Crane Holdings, Co.) shall continue to be responsible for or assume all retiree medical liabilities for the Legacy Currency Retiree Medical Participants; and (iv) any assets relating to such retiree medical benefits for Legacy Currency Retiree Medical Participants shall be transferred to or continue to be held by one or more members of the Crane NXT Group (as designated by Crane Holdings, Co.).

Section 7.3. Continuity of Benefits, Benefit Elections and Beneficiary Designations.

(a) Benefit Elections and Designations. As of the Effective Time, the Crane NXT, Co. Welfare Plans shall recognize and give effect to all elections and designations (including all coverage and contribution elections and beneficiary designations) made by each Crane NXT, Co. Welfare Plan Participant under, or with respect to, the corresponding Crane Company Welfare Plan for plan year 2023.

(b) Additional Details Regarding Flexible Spending Accounts. For any Crane NXT, Co. Welfare Plan Participant who has an election to contribute to, and/or a balance under, a health care flexible spending account and/or dependent care flexible spending account under the Crane Company Welfare Plans (each a “Crane Company FSA”) immediately prior to the Distribution Date, such election to contribute to, and/or balance under, as applicable, the Crane Company FSA shall automatically be transferred to the corresponding health care flexible spending account and/or dependent care flexible spending account under the Crane NXT, Co. Welfare Plan (each, a “Crane NXT, Co. FSA”) as of the Effective Time. It is the

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intention of the Parties that Crane NXT, Co. Welfare Plan Participants’ balances under the applicable Crane Company FSA shall automatically transfer to the corresponding Crane NXT, Co. FSA regardless of whether such balances are negative or positive (i.e., regardless of whether such Crane NXT, Co. Welfare Plan Participants’ Crane Company FSAs are in a deficit or surplus), and that such Crane NXT, Co. Welfare Plan Participants’ payroll deductions to the applicable Crane Company FSA immediately prior to the Distribution Date shall automatically continue under the corresponding Crane NXT, Co. FSA after the Effective Time. Crane Company has assumed and is responsible for the funding of payment for any unpaid covered claim and eligible expense incurred by a Crane NXT, Co. Welfare Plan Participant under a Crane Company FSA on or before the Distribution Date, regardless of when such claim is submitted for reimbursement, and Crane NXT, Co. has assumed and is responsible for the funding of payment for any unpaid covered claim and eligible expense incurred by a Crane NXT, Co. Welfare Plan Participant under a Crane NXT, Co. FSA after the Distribution Date.

(c) Employer Non-elective Contributions. As of the Effective Time, any Crane NXT, Co. Welfare Plan that constitutes a cafeteria plan under Section 125 of the Code shall recognize and give effect to all non-elective employer contributions payable and paid toward coverage of a Crane NXT, Co. Welfare Plan Participant under the corresponding Crane Company Welfare Plan that is a cafeteria plan under Section 125 of the Code for the applicable cafeteria plan year.

Section 7.4. Insurance Contracts. To the extent any Crane Company Welfare Plan is funded through the purchase of an insurance contract or is subject to any stop loss contract, Crane Company and Crane Holdings, Co. will cooperate and use their commercially reasonable efforts to replicate such insurance contracts for Crane NXT, Co. (except to the extent changes are required under applicable state insurance Laws) and to maintain any pricing discounts or other preferential terms for both Crane NXT, Co. and Crane Company for a reasonable term. Neither Party shall be liable for failure to obtain such pricing discounts or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges or administrative fees that such Party may incur pursuant to this Section 7.4.

Section 7.5. Third-Party Vendors. Except as provided below, to the extent any Crane Company Welfare Plan is administered by a third-party vendor, Crane Company and Crane Holdings, Co. will cooperate and use their commercially reasonable efforts to replicate any contract with such third-party vendor for Crane NXT, Co. and to maintain any pricing discounts or other preferential terms for both Crane NXT, Co. and Crane Company for a reasonable term. Neither Party shall be liable for failure to obtain such pricing discounts or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges or administrative fees that such Party may incur pursuant to this Section 7.5.

Section 7.6. Claims Experience. Notwithstanding the foregoing, Crane Holdings, Co. and Crane Company shall use commercially reasonable efforts to ensure that any claims experienced under the Crane Company Welfare Plans attributable to Crane NXT, Co. Welfare Plan Participants shall be available to the Crane NXT, Co. Welfare Plans, as permitted by any applicable privacy protection Laws or regulations or Privacy Contracts.

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Section 7.7. Allocation of Demutualization Proceeds. To the extent demutualization or similar proceeds were paid or credited to the Crane Company Group or a Crane Company Welfare Plan prior to the Effective Time with respect to an insurance contract that funded a Crane Company Welfare Plan covering Crane NXT, Co. Welfare Plan Participants and such proceeds remain unallocated as of the Effective Time, Crane Company shall transfer to Crane NXT, Co. as soon as practicable following the Effective Time a pro rata portion of such proceeds, according to the proportion of the total number of Crane NXT, Co. Employees and Former Crane NXT, Co. Employees participating in such plan as of the day before the Distribution Date to the total number of employees participating in such plan as of the day before the Distribution Date.

ARTICLE VIII

BENEFIT ARRANGEMENTS

Section 8.1. Benefit Arrangements. Except as otherwise provided under this Agreement, as of the Effective Time, Crane NXT, Co. Employees and Former Crane NXT, Co. Employees are no longer eligible to participate in any Crane Company Benefit Arrangement, and Crane Company Employees and Former Crane Company Employees are no longer eligible to participate in any Crane Holdings, Co. Benefit Arrangement.

ARTICLE IX

WORKERS’ COMPENSATION AND UNEMPLOYMENT COMPENSATION

Section 9.1. General Principles. Subject to Section 9.2, as of the Effective Time, (a) Crane Company shall have (and, to the extent it has not previously had such obligations, assume) the obligations for all claims and liabilities relating to workers’ compensation and unemployment compensation benefits for all Crane Company Employees and Former Crane Company Employees and (b) Crane NXT, Co. shall have (and, to the extent it has not previously had such obligations, assume) the obligations for all claims and liabilities relating to workers’ compensation and unemployment compensation benefits for all Crane NXT, Co. Employees and Former Crane NXT, Co. Employees.

Section 9.2. Crossover Claims. Section 9.1 shall not apply to a workers’ compensation claim of a Crane Company Employee, Former Crane Company Employee, Crane NXT, Co. Employee or Former Crane NXT, Co. Employee attributable to or arising in connection with work or services by such employee or former employee prior to the Effective Time and which (a) arises in connection with (i) both (x) work or services performed for the P&M Technologies Business and (y) work or services performed for the Other Businesses or (ii) work or services performed for both the P&M Technologies Business and the Other Businesses, (b) arises in connection with work or services performed by a Crane Company Employee or Former Crane Company Employee on behalf of a member of the Crane NXT Group in the normal course of such employee’s duties, or (c) arises in connection with work or services performed by a Crane NXT, Co. Employee or Former Crane NXT, Co. Employee on behalf of a member of the Crane Company Group in the normal course of such employee’s duties (any such claim in (a), (b) or (c), a “Crossover Claim”). With respect to any Crossover Claim, as of the Effective Time, (i) Crane Company shall have (and, to the extent it has not previously had such obligations, assume) the obligations for all Crossover Claims for which the last injurious exposure occurred at a location owned or operated by a member of the Crane Company Group, and (ii) Crane NXT, Co. shall have (and, to the extent it has not previously had such obligations, assume) the obligations for all Crossover Claims for which the last injurious exposure occurred at a location owned or operated by a member of the Crane NXT Group. In the event that ownership or operation of such a location is not known with respect to a Crossover Claim, responsibility for the claim will be allocated to Crane Company if the employee was employed by a member of the Crane Company Group at the time of last injurious exposure and to Crane NXT, Co. if the employee was employed by a member of the Crane NXT Group at the time of last injurious exposure.

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Section 9.3. Additional Details. Crane Company and Crane Holdings, Co. shall use commercially reasonable efforts to provide that workers’ compensation and unemployment insurance costs are not adversely affected for either of them by reason of the Distribution. For the avoidance of doubt, the obligations for a workers’ compensation claim will be allocated between the Parties in accordance with Section 9.1 or Section 9.2, as applicable, even if the claim is registered or becomes registered by the state workers’ compensation authority in the name of a Party (or the Affiliate of a Party) other than the Party to which the claim is allocated in accordance with Section 9.1 or Section 9.2, as applicable. The Party to which a workers’ compensation claim is allocated pursuant to Section 9.1 and Section 9.2 shall be responsible for all related costs and expenses, including compensation payments, medical payments, Disabled Workers’ Relief Fund payments, self-insured assessments, legal fees and expenses, administration costs and expenses, and violations of specific safety requirement assessments/fines.

ARTICLE X

INDIVIDUAL AGREEMENTS, SEVERANCE AND OTHER MATTERS

Section 10.1. Individual Agreements.

(a) Crane Company Obligations. Prior to the Effective Time, Crane Holdings, Co. will assign to Crane Company all of Crane Holdings, Co.’s rights and obligations arising under the change in control, severance employment, indemnification agreements and/or other individual agreements which are applicable to Crane Company Employees and Crane Company Non-Employee Directors, as listed on Schedule 10.1(a) (each a “Crane Company Individual Agreement”). Crane Company agrees to honor the terms and conditions of those agreements as a successor to Crane Holdings, Co. under the terms of such agreements. Except for Crane Company’s assumption of the Crane Company Individual Agreements, as described above, the terms of the Crane Company Individual Agreements shall in all other respects be unaffected.

(b) Crane NXT, Co. Obligations. Crane NXT, Co. shall continue to be responsible for and remain obligated under the change in control, severance, employment, indemnification agreements, and/or other individual agreements which are applicable to Crane NXT, Co. Employees and Crane NXT, Co. Non-Employee Directors, as listed on Schedule 10.1(b) (each a “Crane NXT, Co. Individual Agreement”) and agrees to honor the terms and conditions of those agreements.

(c) Additional Obligations. Crane Company and Crane NXT, Co. shall each be solely responsible for any other change in control, severance employment, indemnification agreements, and/or other individual agreements entered into by any member of the Crane Company Group or any member of the Crane NXT Group, respectively, and that are not otherwise allocated by this Agreement to a member of either the Crane NXT Group or the Crane Company Group.

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(d) Effect on Equity Awards. Notwithstanding any provision of this Article X, and except as otherwise provided in Article III, Crane NXT, Co. shall remain responsible for administering and settling the Crane NXT, Co. Equity Compensation Awards, and Crane Company shall remain responsible for administering and settling the Crane Company Equity Compensation Awards. Any provision in a Crane NXT, Co. Individual Agreement or Crane Company Individual Agreement, which provides for the accelerated vesting of equity awards shall apply in accordance with its terms to Crane NXT, Co. Equity Compensation Awards and Crane Company Equity Compensation Awards on and after the Effective Time. To the extent any provision in this Agreement conflicts with the terms of any Crane NXT, Co. Individual Agreement or Crane Company Individual Agreement, then the terms of the Crane NXT, Co. Individual Agreement or Crane Company Individual Agreement shall control.

Section 10.2. Severance.

(a) Except as otherwise provided in this Agreement, on and after the Effective Time, (i) the Crane NXT Group shall assume and retain any and all liabilities and obligations under any Crane NXT, Co. severance plan or policy or termination with respect to Crane NXT, Co. Employees or Former Crane NXT, Co. Employees, regardless of whether the event giving rise to the liability occurred before, at or after the Effective Time, and (ii) the Crane Company Group shall assume and retain any and all liabilities and obligations under any Crane Company severance plan or policy or termination agreement with respect to Crane Company Employees or Former Crane Company Employees, regardless of whether the event giving rise to the liability or occurred before, at or after the Effective Time.

(b) Except as otherwise provided in this Agreement, effective on and after the Effective Time, Crane NXT, Co. shall assume and shall be responsible for administering all payments and benefits to a Former Crane NXT, Co. Employee under any applicable severance policy or termination agreement that covered such individual (provided that the employment termination was for an eligible reason under such policy or in accordance with such agreement), and Crane Company shall assume and shall be responsible for administering all payments and benefits to a Former Crane Company Employee under any applicable severance policy or termination agreement that covered such individual (provided that the employment termination was for an eligible reason under such policy or in accordance with such agreement).

Section 10.3. Accrued Time Off. Crane NXT, Co. shall recognize and assume all liability for all vacation, holiday, sick leave, flex days, personal days and paid time off with respect to Crane NXT, Co. Employees, and Crane NXT, Co. shall credit each Crane NXT, Co. Employee with such accrual as of the Effective Time.

Section 10.4. Leaves of Absence. Crane NXT, Co. will continue to apply the appropriate leave of absence policies applicable to inactive Crane NXT, Co. Employees who are on an approved leave of absence as of the Effective Time. Leaves of absence taken by Crane NXT, Co. Employees prior to the Effective Time shall be deemed to have been taken as employees of a member of the Crane NXT Group.

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Section 10.5. Collective Bargaining Agreements. The Crane NXT Group shall have no further liability for all collective bargaining agreements, collective agreements, multiemployer plans, pension and welfare plans and arrangements and trade union or works council agreements entered into with any member of the Crane NXT Group, in each case with respect to any union, works council or other body representing only Crane Company Employees and/or Former Crane Company Employees, and the Crane Company Group shall have no further liability for all collective bargaining agreements, collective agreements, multiemployer plans, pension and welfare plans and arrangements and trade union or works council agreements entered into with any member of the Crane Company Group, in each case with respect to any union, works council or other body representing only Crane NXT, Co. Employees and/or Former Crane NXT, Co. Employees.

Section 10.6. Director Cash Fees. Crane NXT, Co. shall retain responsibility for the payment of any cash fees payable in respect of service on the Crane Holdings, Co. Board before the Effective Time that are payable but not yet paid as of the Effective Time, and Crane Company shall not have any responsibility for any such payments.

Section 10.7. Restrictive Covenants in Employment and Other Agreements.

(a) To the fullest extent permitted by the agreements described in this Section 10.7(a) and applicable Law, as of the Effective Time, Crane Company hereby assigns, or shall cause a member of the Crane Company Group to assign, to Crane NXT, Co. or a member of the Crane NXT Group, as designated by Crane NXT, Co., all agreements containing restrictive covenants (including confidentiality and non-competition provisions) between a member of the Crane Company Group and a Crane NXT, Co. Employee or Former Crane NXT, Co. Employee. To the extent that assignment of such agreements is not permitted, as of the Effective Time, each member of the Crane NXT Group shall be considered to be a successor to each member of the Crane Company Group for purposes of, and a third-party beneficiary with respect to, all agreements containing restrictive covenants (including confidentiality and non-competition provisions) between a member of the Crane Company Group and a Crane NXT, Co. Employee or Former Crane NXT, Co. Employee whom Crane NXT, Co. reasonably determines have substantial knowledge of the business activities of the Crane NXT Group, such that each member of the Crane NXT Group shall enjoy all the rights and benefits under such agreements (including rights and benefits as a third-party beneficiary), with respect to the business operations of the Crane NXT Group; provided, however, that in no event shall Crane Company be permitted to enforce such restrictive covenant agreements against Crane NXT, Co. Employees or Former Crane NXT, Co. Employees for action taken in their capacity as employees of a member of the Crane NXT Group.

(b) To the fullest extent permitted by the agreements described in this Section 10.7(b) and applicable Law, as of the Effective Time, Crane NXT, Co. hereby assigns, or shall cause a member of the Crane NXT Group to assign, to Crane Company or a member of the Crane Company Group, as designated by Crane Company, all agreements containing restrictive covenants (including confidentiality and non-competition provisions) between a member of the Crane NXT Group and a Crane Company Employee or Former Crane Company Employee. To the extent that assignment of such agreements is not permitted, as of the Effective Time, each member of the Crane Company Group shall be considered to be a successor to each member of the Crane NXT Group for purposes of, and a third-party beneficiary with respect to, all agreements containing restrictive covenants (including confidentiality and non-competition provisions) between a member of the Crane NXT Group and a Crane Company Employee or Former Crane Company Employee whom Crane Company reasonably determines have substantial knowledge of the business activities of the Crane Company Group, such that Crane Company and each member of the Crane Company Group

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shall enjoy all the rights and benefits under such agreements (including rights and benefits as a third-party beneficiary), with respect to the business operations of the Crane Company Group; provided, however, that in no event shall Crane NXT, Co. be permitted to enforce such restrictive covenant agreements against Crane Company Employees or Former Crane Company Employees for action taken in their capacity as employees of a member of the Crane Company Group.

Section 10.8. Non-Solicitation.

(a) During the twenty-four (24) month period commencing on the Distribution Date, Crane NXT, Co. will not, directly or indirectly, on its own behalf or in conjunction with any person or legal entity, recruit, solicit, or induce, or attempt to recruit, solicit or induce, any employee of the Crane Company Group to terminate their employment relationship with the Crane Company Group. The foregoing restriction does not include the placement of general advertisements for employment with the Crane NXT Group in the same types of print or electronic publications used by the Crane NXT Group to advertise for employment prior to the Distribution Date and consistent with the Crane NXT Group practice prior to the Distribution Date. Crane NXT, Co. will advise any third parties recruiting on Crane NXT, Co.’s behalf of the obligation set forth in this Section 10.8 and will direct those third parties to comply with that obligation.

(b) During the twenty-four (24) month period commencing on the Distribution Date, Crane Company will not, directly or indirectly, on its own behalf or in conjunction with any person or legal entity, recruit, solicit, or induce, or attempt to recruit, solicit or induce, any employee of the Crane NXT Group to terminate their employment relationship with the Crane NXT Group. The foregoing restriction does not include the placement of general advertisements for employment with the Crane Company Group in the same types of print or electronic publications used by the Crane Company Group to advertise for employment prior to the Distribution Date and consistent with Crane Company Group practice prior to the Distribution Date. Crane Company will advise any third parties recruiting on Crane Company’s behalf of the obligation set forth in this Section 10.8 and will direct those third parties to comply with that obligation.

ARTICLE XI

GENERAL PROVISIONS

Section 11.1. Preservation of Rights to Amend. The rights of each member of the Crane NXT Group and each member of the Crane Company Group to amend, waive, or terminate any plan, arrangement, agreement, program, or policy referred to herein shall not be limited in any way by this Agreement.

Section 11.2. Confidentiality. Each Party agrees that any information conveyed or otherwise received by or on behalf of a Party in conjunction herewith that is not otherwise public through no fault of such Party is confidential and is subject to the terms of the confidentiality provisions set forth in the Separation Agreement.

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Section 11.3. Administrative Complaints/Litigation.

(a) Except as otherwise provided in this Agreement, on and after the Effective Time, Crane Company shall assume, and be solely liable for, the handling, administration, investigation and defense of actions, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights and unemployment compensation claims asserted at any time against Crane NXT, Co. or any member of the Crane NXT Group by any Crane Company Employee or Former Crane Company Employee (including any dependent or beneficiary of any such Employee) or any other person, to the extent such actions or claims arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant or otherwise) to or with respect to the business activities of any member of the Crane Company Group, whether or not such employment or services were performed before or after the Distribution.

(b) Except as otherwise provided in this Agreement, on and after the Effective Time, Crane NXT, Co. shall assume, and be solely liable for, the handling, administration, investigation and defense of actions, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights and unemployment compensation claims asserted at any time against Crane Company or any member of the Crane Company Group by any Crane NXT, Co. Employee or Former Crane NXT, Co. Employee (including any dependent or beneficiary of any such Employee) or any other person, to the extent such actions or claims arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant or otherwise) to or with respect to the business activities of any member of the Crane NXT Group, whether or not such employment or services were performed before or after the Distribution.

(c) To the extent that any legal action relates to a putative or certified class of plaintiffs, which includes both Crane NXT, Co. Employees (or Former Crane NXT, Co. Employees) and Crane Company Employees (or Former Crane Company Employees) and such action involves employment or benefit plan related claims, reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties equitably in proportion to a reasonable assessment of the relative proportion of Employees included in or represented by the putative or certified plaintiff class. The procedures contained in the indemnification and related litigation cooperation provisions of the Separation Agreement shall apply with respect to each Party’s indemnification obligations under this Section 11.3.

Section 11.4. Reimbursement and Indemnification. Crane NXT, Co. and Crane Company hereto agree to reimburse the other Party, within sixty (60) days of receipt from the other Party of reasonable verification, for all costs and expenses which the other Party may incur on its behalf as a result of any of the respective Crane NXT, Co. and Crane Company Welfare Plans, Pension Plans, Savings Plans and Benefit Arrangements and, as contemplated by Section 10.2, any termination or severance payments or benefits. All liabilities retained, assumed or indemnified against by Crane Company pursuant to this Agreement, and all liabilities retained, assumed or indemnified against by Crane NXT, Co. pursuant to this Agreement, shall in each case be subject to the indemnification provisions of the Separation Agreement. Notwithstanding anything to the contrary, (i) no provision of this Agreement shall

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require any member of the Crane Company Group to pay or reimburse to any member of the Crane NXT Group any benefit-related cost item that a member of the Crane Company Group has previously paid or reimbursed to any member of the Crane NXT Group; and (ii) no provision of this Agreement shall require any member of the Crane NXT Group to pay or reimburse to any member of the Crane Company Group any benefit-related cost item that a member of the Crane NXT Group has previously paid or reimbursed to any member of the Crane Company Group.

Section 11.5. Costs of Compliance with Agreement. Except as otherwise provided in this Agreement or any other Ancillary Agreement, each Party shall pay its own expenses in fulfilling its obligations under this Agreement.

Section 11.6. Fiduciary Matters. Crane NXT, Co. and Crane Company each acknowledge that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable Law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good faith determination (as supported by advice from counsel experienced in such matters) that to do so would violate such a fiduciary duty or standard. Each Party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any liabilities caused by the failure to satisfy any such responsibility.

Section 11.7. Entire Agreement. This Agreement, together with the documents referenced herein (including the Separation Agreement, the Ancillary Agreements and the plans and agreements referenced herein), constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof. To the extent any provision of this Agreement conflicts with the provisions of the Separation Agreement, the provisions of this Agreement shall be deemed to control with respect to the subject matter hereof.

Section 11.8. Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Except as otherwise expressly provided in Section 10.1(a), this Agreement is solely for the benefit of the Parties and should not be deemed to confer upon any third parties any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement. Nothing in this Agreement is intended to be deemed the adoption of or an amendment to, any employee benefit plan, or to otherwise limit the applicable plan sponsor’s right to amend or terminate any employee benefit plan pursuant to the terms of such plan. Except as otherwise provided in Section 10.1(a), the provisions of this Agreement are solely for the benefit of the Parties, and no current or former Employee, officer, director or independent contractor or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. This Agreement may not be assigned by any Party, except with the prior written consent of the other Party.

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Section 11.9. Amendment. No change or amendment may be made to this Agreement except by an instrument in writing signed on behalf of both of the Parties.

Section 11.10. Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of either Party in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement contained herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement or the Schedules attached hereto are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Section 11.11. Notices. Unless otherwise expressly provided herein, all notices, claims, certificates, requests, demands and other communications hereunder shall be in writing and shall be deemed to be duly given: (i) when personally delivered, (ii) if mailed by registered or certified mail, postage prepaid, return receipt requested, on the date the return receipt is executed or the letter is refused by the addressee or its agent, (iii) if sent by overnight courier which delivers only upon the executed receipt of the addressee, on the date the receipt acknowledgment is executed or refused by the addressee or its agent, or (iv) if sent by facsimile or electronic mail, on the date confirmation of transmission is received (provided that a copy of any notice delivered pursuant to this clause (iv) shall also be sent pursuant to clause (i), (ii) or (iii)), addressed to the attention of the addressee’s General Counsel at the address of its principal executive office or to such other address or facsimile number for a Party as it shall have specified by like notice.

Section 11.12. Counterparts. This Agreement, including the Schedules hereto and the other documents referred to herein, may be executed in multiple counterparts, each of which when executed shall be deemed to be an original but all of which together shall constitute one and the same agreement.

Section 11.13. Severability. If any term or other provision of this Agreement or the Schedules attached hereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

Section 11.14. Governing Law. To the extent not preempted by applicable federal Law, this Agreement shall be governed by, and construed and enforced in accordance with, the substantive Laws of the State of Delaware, without regard to any conflicts of Law provisions thereof that would result in the application of the Laws of any other jurisdiction.

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Section 11.15. Performance. Each of Crane Holdings, Co. and Crane Company shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any member of the Crane NXT Group and any member of the Crane Company Group, respectively. The Parties each agree to take such further actions and to execute, acknowledge and deliver, or to cause to be executed, acknowledged and delivered, all such further documents as are reasonably requested by the other for carrying out the purposes of this Agreement or of any document delivered pursuant to this Agreement.

Section 11.16. Construction. This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against any Party.

Section 11.17. Effect if Distribution Does Not Occur. Notwithstanding anything in this Agreement to the contrary, if the Separation Agreement is terminated prior to the Distribution Date, this Agreement shall be of no further force and effect.

[Intentionally Left Blank; Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their names by a duly authorized officer as of the date first written above.

CRANE HOLDINGS, CO.
By:
Name:	[•]
Title:	[•]
CRANE COMPANY
By:
Name:	[•]
Title:	[•]

[Signature Page to Employee Matters Agreement]

EX-10.4

Exhibit 10.4

INTELLECTUAL PROPERTY MATTERS AGREEMENT

This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is entered into as of [•] (the “Effective Date”), by and between Crane Holdings, Co., a Delaware corporation (“Crane NXT”) and Crane Company, a Delaware corporation (“Crane Company”) (each a “Party” and together, the “Parties”).

WHEREAS, R.T. Crane Brass & Bell Foundry was founded in Chicago, Illinois, in 1855, to design, manufacture and sell valves, fittings and specialty castings for an industrializing United States of America, and during the course of its continued existence, to the present day, has become an industry leader in designing, manufacturing and selling highly engineered industrial products in the Process Flow, Aerospace, and Engineered Materials businesses (which businesses are Crane’s legacy, or “core” businesses) and, most recently, the P&M Technologies Business (as defined below);

WHEREAS, “CRANE” was adopted and used as the parent company name, beginning in 1855 and continuing to this day, and the company established for its businesses the CRANE-Formative Marks, whereby each business unit endeavored to be a sharp, strong and focused business in pursuit of distinct opportunities for long-term growth and profitability, all collectively developing the “CRANE”-based trademarks, tradenames and brands;

WHEREAS, the “CRANE” name is synonymous with engineering excellence and a highly disciplined and performance based business culture;

WHEREAS, today, Crane NXT, acting through its direct and indirect subsidiaries, currently conducts a number of businesses, including the P&M Technologies Business;

WHEREAS, Crane Company and Crane NXT have entered into that certain Separation and Distribution Agreement, dated as of [•] (the “Separation and Distribution Agreement”), pursuant to which, in accordance with the Internal Reorganization, Crane NXT (which will be renamed “Crane NXT, Co.” following the Distribution) is being separated into two separate, independent, publicly-traded companies: (i) one comprising the P&M Technologies Business, which continues to be owned and conducted, directly or indirectly, by Crane NXT; and (ii) one comprising the Other Businesses (as defined below), which is owned and conducted directly or indirectly by Crane Company, all of the common stock of which was distributed to the Crane NXT stockholders; in each of the foregoing, all on the terms and conditions set forth in the Separation and Distribution Agreement;

WHEREAS, in connection with the transactions contemplated by the Separation and Distribution Agreement, Crane NXT and Crane Company intend for their respective businesses to operate under their respective CRANE-Formative Marks (including in particular, as of the Effective Date, in respect of Crane NXT, the Trademarks set forth on Schedule 1 (collectively, the “Crane NXT Marks”), and in respect of Crane Company (i.e., the owner of the “core” businesses), the Trademarks set forth on Schedule 2 (collectively, the “Crane Co. Marks”)); and

WHEREAS, this Agreement is intended to be, and is hereby adopted as, a plan to preserve the legacy and continued development of the CRANE-Formative Marks (i.e., with Crane Company owning the Crane Co. Marks in connection with the Other Businesses and Crane NXT owning the Crane NXT Marks in connection with the P&M Technologies Business), and sets forth the mutual understanding of the Parties regarding continued co-existence of each Party’s ownership, use, registration, licensing and enforcement of its respective CRANE-Formative Marks in its respective fields, in connection with the separation of the two businesses pursuant to the Separation and Distribution Agreement.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS & INTERPRETATION

Section 1.1 General. As used in this Agreement, the following terms shall have the meanings set forth in this Section 1.1. All capitalized terms used but not defined in this Agreement shall have the meanings assigned to them in the Separation and Distribution Agreement.

(a) “Agreement” has the meaning set forth in the Preamble.

(b) “CRANE-Formative Marks” means a Trademark that contains or includes, or is comprised entirely by, the term “CRANE.”

(c) “Crane Company” has the meaning set forth in the Preamble.

(d) “Crane Co. Marks” has the meaning set forth in the Recitals.

(e) “Crane NXT” has the meaning set forth in the Preamble.

(f) “Crane NXT Marks” has the meaning set forth in the Recitals.

(g) “Effective Date” has the meaning set forth in the Preamble.

(h) “Expanded Fields” has the meaning set forth in Section 2.5(a).

(i) “Governmental Approval” means any consents, registrations, approvals, licenses, permits, notifications or authorizations obtained, or to be obtained, from any Governmental Authority.

(j) “Indemnified Parties” has the meaning set forth in Section 5.2(a).

(k) “Indemnifying Party” has the meaning set forth in Section 5.2(a).

(l) “Other Businesses” means the fields of any and all businesses and operations of Crane NXT or any of its Subsidiaries (including the members of the Crane Company Group and the members of the Crane NXT Group) conducted immediately prior to the Distribution (including the Aerospace & Electronics business, the Process Flow Technologies business and the Engineered Materials business), other than the P&M Technologies Business.

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(m) “P&M Technologies Business” means the fields of the business, activities and operations of Crane NXT or any of its Subsidiaries (including the members of the Crane Company Group and the members of the Crane NXT Group) of the Payment & Merchandising Technologies segment (as more fully described in the Registration Statement) conducted at any time prior to the Effective Time by Crane NXT or Crane Company or any of their current or former Affiliates or divisions.

(n) “Party” and “Parties” have the meaning set forth in the Preamble.

(o) “Separation and Distribution Agreement” has the meaning set forth in the Recitals.

(p) “Term” means the period commencing on the Effective Date and continuing in perpetuity, unless and until this Agreement is terminated in accordance with Section 3.2.

(q) “Third Party” means any Person other than Crane Company, Crane NXT and either of their respective Affiliates.

(r) “Trademark” means trademarks, trade dress, service marks, certification marks, logos, slogans, design rights, trade names, domain names (and social media account names and handles) and uniform resource locators and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing.

(s) “Trigger Event” means (i) if Crane NXT or any of its Affiliates materially breaches Section 3.1, and does not cure such breach within thirty (30) days of written notice thereof by Crane Company, (ii) Crane NXT and its Affiliates cease to use the CRANE-Formative Marks in the conduct of their business or cease the use of a CRANE-Formative Mark in the name and branding of Crane NXT (excluding, for clarity, changes in the legal name of the entity of Crane NXT where the public-facing brand for Crane NXT remains a CRANE-Formative Mark), or (iii) Crane Company and its Affiliates cease to use the CRANE-Formative Marks in the conduct of their business or cease the use of a CRANE-Formative Mark in the name and branding of Crane Company (excluding, for clarity, changes in the legal name of the entity of Crane Company where the public-facing brand for Crane Company remains a CRANE-Formative Mark). With respect to a Trigger Event pursuant to the foregoing clauses (i) and (ii), Crane NXT shall be referred to herein as the “Triggering Party”; and with respect to a Trigger Event pursuant to the foregoing clause (iii), Crane Company shall be referred to herein as the “Triggering Party”.

(t) “Triggering Party” has the meaning set forth in Section 1.1(s).

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ARTICLE II

CO-EXISTENCE

Section 2.1 Ownership and Rights to Crane Co. Marks. Crane NXT acknowledges and agrees that, as between Crane Company and its Affiliates, and Crane NXT and its Affiliates:

(a) Crane Company (and its Affiliates) are (and will continue to be) the sole and exclusive owners of the Crane Co. Marks in connection with the Other Businesses; and

(b) Crane Company (and its Affiliates) have the worldwide right to use, register, apply to register, license and authorize others to use each of the Crane Co. Marks, by itself or with other words and/or designs, on or in connection with goods and/or services of the Other Businesses.

Section 2.2 Ownership and Rights to Crane NXT Marks. Crane Company acknowledges and agrees that, as between Crane NXT and its Affiliates, and Crane Company and its Affiliates:

(a) Crane NXT (and its Affiliates) are (and will continue to be) the sole and exclusive owners of the Crane NXT Marks in connection with the P&M Technologies Business; and

(b) Crane NXT (and its Affiliates) have the worldwide right to use, register, apply to register, license and authorize others to use each of the Crane NXT Marks, by itself or with other words and/or designs, on or in connection with goods and/or services of the P&M Technologies Business.

Section 2.3 Crane NXT Covenants.

(a) Crane NXT (and its Affiliates) shall not use, apply for, register, license, or authorize others to use: (i) any CRANE-Formative Marks (including any Crane NXT Marks) in connection with the Other Businesses, or (ii) any CRANE-Formative Mark that has a design confusingly similar to the design set forth in Part 1 of Schedule 3 (including any CRANE-Formative Mark in a red box).

(b) To the extent Crane Company (and its Affiliates) comply with Section 2.4(a) and Section 2.6(b), Crane NXT (and its Affiliates) shall not contest, challenge, oppose or object to Crane Company’s and its Affiliates’ use, licensing, application to register or registration of CRANE-Formative Marks (other than in connection with the P&M Technologies Business) or the validity or enforceability thereof (or of any registrations or applications therefor).

Section 2.4 Crane Company Covenants.

(a) Crane Company (and its Affiliates) shall not use, apply for, register, license, or authorize others to use: (i) any CRANE-Formative Marks (including any Crane Co. Marks) in connection with the P&M Technologies Businesses, or (ii) any CRANE-Formative Mark that has a design confusingly similar to the design set forth in Part 2 of Schedule 3.

(b) To the extent Crane NXT (and its Affiliates) comply with Section 2.3(a) and Section 2.6(b), Crane Company (and its Affiliates) shall not contest, challenge, oppose or object to Crane NXT’s and its Affiliates’ use, licensing, application to register or registration of CRANE-Formative Marks (other than in connection with the Other Businesses) or the validity or enforceability thereof (or of any registrations or applications therefor).

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Section 2.5 Expanded Fields.

(a) The Parties acknowledge and agree that nothing in this Agreement shall prevent (i) Crane NXT (or its Affiliates) from using the Crane NXT Marks (or modifications or derivatives thereof) in connection with any business (including any evolutions, extensions and expansions of Crane NXT’s or its Affiliates’ business, whether by acquisition or otherwise) other than the Other Businesses, or (ii) Crane Company (or its Affiliates) from using the Crane Co. Marks (or modifications or derivatives thereof) in connection with any business (including any evolutions, extensions and expansions of Crane Company’s or its Affiliates’ business, whether by acquisition or otherwise) other than the P&M Technologies Business, in each case of the foregoing clauses (i) and (ii), subject to compliance with Section 2.5(b) and Section 2.6(b). Any such evolutions, extensions and expansions of each Party’s respective business (outside of the Other Businesses in respect of Crane NXT, and outside of the P&M Technologies Business in respect of Crane Company) are referred to herein as “Expanded Fields”.

(b) Each Party agrees (i) not to use or license CRANE-Formative Marks in any Expanded Field in a manner that would reasonably be expected to cause confusion with the other Party’s or its Affiliates’ then-current use or licensing of CRANE-Formative Marks made in accordance with the terms of this Agreement, and (ii) to use reasonable efforts to ensure the stylization, logos and fonts of any CRANE-Formative Marks it uses in any Expanded Field has an overall different commercial impression from the stylization, logos and fonts used by the other Party or its Affiliates in accordance with the terms of this Agreement.

Section 2.6 Confusion Not Likely; Cooperation.

(a) The Parties mutually believe that the continued and concurrent use and registration by each Party and their respective Affiliates of their respective CRANE-Formative Marks on and in connection with the goods and services relating to their respective businesses in accordance with the terms of this Agreement is not likely to cause confusion (whether as to source, sponsorship, affiliation or otherwise) because, among other reasons, (i) the goods and services in each Party’s respective businesses are different and unrelated, (ii) the channels of trade for the sale and provision of these respective goods and services are essentially different, and (iii) the technical nature of the respective goods and services themselves requires that purchasing decisions be carefully made by sophisticated purchasers.

(b) In the event (i) of any inability or difficulty for either Party (or its respective Affiliates) to use, register or license its respective CRANE-Formative Marks in any jurisdiction (other than by Crane NXT or its Affiliates in the Other Businesses or by Crane Company or its Affiliates in the P&M Technologies Business, as restricted under this Agreement), or (ii) that either Party becomes aware of any potential or actual confusion in the marketplace in respect of each Party’s (and its Affiliates’) use or licensing, or intended use or licensing, of CRANE-Formative Marks in accordance with the terms of this Agreement (including in any of its Expanded Fields), the Parties shall cooperate reasonably and in good faith to enable each Party and its respective Affiliates to use, register and license its respective CRANE-Formative Marks in accordance with the terms of this Agreement (including in any of its Expanded Fields) and to avoid and address any potential consumer confusion. Without limiting the foregoing:

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(i) such cooperation shall include, upon reasonable request of the other Party, executing and recording consents (as appropriate) in applicable jurisdictions where reasonably necessary to enable a Party or its Affiliate to register its respective CRANE-Formative Marks in accordance with the terms of this Agreement (including in any Expanded Fields) and taking actions that are reasonably necessary and appropriate to avoid and address any potential consumer confusion (including entering into mutually acceptable agreements as to adoption of distinct branding, where appropriate (e.g., where each Party expands into potentially related Expanded Fields));

(ii) if, after reasonable consultation and discussion in good faith, Crane Company determines (in its sole but good faith discretion) that it is reasonably necessary for a single Party to be the registered owner of all (or a certain subset of) CRANE-Formative Marks in a given jurisdiction outside of the United States (for all applicable goods and services, whether in the P&M Technologies Business, Other Businesses or any Expanded Fields) in order to enable use by each Party and its Affiliates of their respective CRANE-Formative Marks in accordance with the terms of this Agreement (including in any Expanded Fields) in such jurisdiction, then Crane NXT shall assign (or shall cause its applicable Affiliates to assign) its rights in its CRANE-Formative Marks (or such subset thereof) in such jurisdiction to Crane Company, subject to a license-back to Crane NXT in such jurisdiction (upon mutually agreeable terms and in a manner that enables each Party to use its respective CRANE-Formative Marks in such jurisdiction in the manner contemplated by this Agreement, including in any Expanded Fields). For clarity, the foregoing scenario shall include scenarios where the co-existence framework under this Agreement is not enforceable or not accepted by the applicable Governmental Authority in any such jurisdiction; and

(iii) in the event that either Party becomes aware of any instance of actual confusion, such Party shall (a) take reasonable steps to correct such confusion or (b) notify the other Party so that it may take reasonable steps to correct such confusion.

(c) For U.S. federal income tax purposes, the Parties (i) intend that any assignment of CRANE-Formative Marks and accompanying license-back described in Section 2.6(b)(ii), taken together, be disregarded, (ii) agree to treat the licensee under any such license-back as the owner of the CRANE-Formative Marks assigned pursuant to Section 2.6(b)(ii), and (iii) agree not to take any position contrary thereto in any tax return or tax proceeding unless required by a determination within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as amended.

ARTICLE III

LEGACY PRESERVATION REQUIREMENTS; TRIGGER EVENT

Section 3.1 Legacy Preservation Requirements. Crane NXT and its Affiliates shall use their CRANE-Formative Marks (and conduct their business thereunder or in association therewith) (i) only in connection with goods and services of a quality substantially the same as (or greater than) the quality of the products and services of the P&M Technologies Business as of the Effective Date, (ii) in compliance with all applicable Laws, and (iii) only in a manner that does not, in any material respect, tarnish the CRANE-Formative Marks of either Party or their respective Affiliates (or otherwise harm or injure the reputation of either Party or their Affiliates). Without limiting the foregoing, Crane NXT and its Affiliates shall not knowingly associate any CRANE-Formative Marks with anything that is obscene, pornographic, criminal, fraudulent, poisonous, dangerous, injurious to health or discriminatory (whether based on race, color, religion, sex (including pregnancy, sexual orientation and gender identity), national origin, age, disability, or genetic information (including family medical history)).

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Section 3.2 Consequences of Trigger Event. In the event of a Trigger Event, the Triggering Party and its Affiliates shall, within sixty (60) days of written notice from the other Party, (i) cease use of all CRANE-Formative Marks, (ii) at the other Party’s option, assign to such other Party or its designated Affiliate all CRANE-Formative Marks owned by the Triggering Party or any of its Affiliates (including any registrations or applications therefor), and (iii) change the name of the Triggering Party and of any of its Affiliates that contains or includes, or is comprised entirely by, the term “CRANE” to a name that does not contain, include or comprise the term “CRANE.” After such sixty (60) day period, the Triggering Party and its Affiliates shall cease and forever desist from all use of any CRANE-Formative Marks and shall not use any mark, name, designation or design confusingly similar thereto anywhere in the world (including in any domain names or social media accounts). Upon expiration of such sixty (60) day period, this Agreement shall automatically and immediately terminate, without any further action of either Party; provided, that the following Articles and Sections of this Agreement shall survive any such termination: ARTICLE I, Section 2.1, Section 2.3, the last sentence of Section 3.1, this Section 3.2, ARTICLE V and ARTICLE VII shall survive the termination of this Agreement. Promptly upon the reasonable request of such other Party at any point after such termination of this Agreement resulting from a Trigger Event, the Triggering Party shall (and shall cause its Affiliates to) execute and deliver any and all further instruments, assignments and consents, and shall take such other reasonable actions, in order to provide such other Party with the full benefit of this Section 3.2 (including as reasonably necessary or appropriate to effect, evidence, perfect and record the assignment to such other Party or its designated Affiliate of all CRANE-Formative Marks owned by the Triggering Party or any of its Affiliates, including any registrations or applications therefor).

ARTICLE IV

PROSECUTION AND MAINTENANCE; ENFORCEMENT

Section 4.1 Prosecution and Maintenance of Registrations.

(a) Crane Company and its Affiliates shall have the right (without any obligation to Crane NXT or its Affiliates) to prosecute and maintain the CRANE-Formative Marks (including, for clarity, the Crane Co. Marks) of Crane Company and its Affiliates in the Other Businesses and any of their Expanded Fields (including filing applications for registrations and obtaining and maintaining registrations therefor). Crane NXT and its Affiliates shall have the right (without any obligation to Crane Company or its Affiliates) to prosecute and maintain the CRANE-Formative Marks (including, for clarity, the Crane NXT Marks) of Crane NXT and its Affiliates in the P&M Technologies Business and any of their Expanded Fields. Each Party shall use commercially reasonable efforts to cooperate in good faith with reasonable requests by the other Party in furtherance of the preceding two sentences, at the sole cost and expense of the requesting Party; provided, that neither Party shall be required to take any action against a Third Party in respect thereof if such Party determines not to do so (subject to such Party’s obligations under Section 4.2).

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(b) Neither Party shall have any responsibility or liability to the other Party in respect of determining whether or not to apply for, obtain or maintain any registrations or applications for any CRANE-Formative Marks in accordance with the terms of this Agreement.

(c) The Parties acknowledge that Crane Company and its Affiliates generally utilize the domain name www.craneco.com, and that Crane NXT and its Affiliates generally utilize www.cranenxt.com, as the domain names for their respective primary websites. Crane Company agrees that its intent is to generally utilize “craneco” in respect of inclusion of CRANE-Formative Marks in domain names and social media accounts and handles (and will not use “cranenxt” therefor). Crane NXT agrees that its intent is to generally utilize “cranenxt” in respect of inclusion of CRANE-Formative Marks in domain names and social media accounts and handles (and will not use “craneco” therefor). Without limiting the foregoing, each Party shall use reasonable efforts to ensure the domain names and social media accounts and handles it registers have an overall different commercial impression from the domain names and social media accounts and handles used by the other Party in accordance with the terms of this Agreement.

Section 4.2 Enforcement.

(a) Crane Company and its Affiliates shall have the right (without any obligation to Crane NXT or its Affiliates, other than as provided in this Section 4.2(a)) to enforce their CRANE-Formative Marks in respect of goods and services of the Other Businesses and their Expanded Fields (but not in respect of goods and services of the P&M Technologies Business). Crane NXT and its Affiliates shall have the right (without any obligation to Crane Company or its Affiliates, other than as provided in this Section 4.2) to enforce their CRANE-Formative Marks in respect of goods and services of the P&M Technologies Business and their Expanded Fields (but not in respect of goods and services of the Other Businesses). Upon the request of the Party initiating (in accordance with this Agreement) an enforcement action against a Third Party alleged to have infringed or otherwise violated such requesting Party’s CRANE-Formative Marks, the other Party shall reasonably cooperate with and assist such requesting Party in connection therewith, at the requesting Party’s sole cost and expense. Without limiting the foregoing, each Party shall, and shall cause their respective Affiliates to, cooperate in good faith and assist the other Party in connection with enforcement actions taken against any unauthorized use of any CRANE-Formative Marks by a Third Party in a manner that is criminal or fraudulent (e.g., social media scams).

(b) If only one Party chooses to take action in accordance with Section 4.2(a), all costs and expenses will be borne by that Party and all monetary recoveries will be retained by that Party, although the other Party will have the right to participate at its own cost and expense. If the Parties choose to take action together, they will each bear their respective costs and expenses and any monetary recoveries will first be allocated to reimbursement of those costs and expenses in the proportion in which they were incurred, with any net proceeds after full reimbursement of costs and expenses being divided equally between the Parties. Neither Party will settle any dispute with a Third Party regarding any CRANE-Formative Mark on terms that would limit the other Party’s rights under this Agreement to use, license or register the CRANE-Formative Marks, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed.

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ARTICLE V

DISCLAIMER, EXCLUSIVE REMEDY & INDEMNIFICATION

Section 5.1 Disclaimer of Warranties. EACH OF CRANE NXT (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE CRANE NXT GROUP) AND CRANE COMPANY (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE CRANE COMPANY GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SEPARATION AND DISTRIBUTION AGREEMENT OR ANY OTHER ANCILLARY AGREEMENT, NEITHER OF THE PARTIES MAKES ANY REPRESENTATIONS OR WARRANTIES IN ANY WAY, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES (EXPRESS OR IMPLIED, INCLUDING WITH REGARD TO QUALITY, PERFORMANCE, NON-INFRINGEMENT, ENFORCEABILITY, NON-DILUTION, VALIDITY, OR COMMERCIAL UTILITY), AS TO EACH PARTY’S CRANE-FORMATIVE MARKS, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH, OR ANY OTHER MATTER CONCERNING ANY ASSETS OR BUSINESS OF SUCH PARTY. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR FOREIGN LAWS), ARE HEREBY DISCLAIMED.

Section 5.2 Indemnification.

(a) Each Party (the “Indemnifying Party”) shall indemnify, defend, release, discharge and hold harmless the other Party and its Affiliates and their respective current and former directors, officers, members, managers, representatives, employees and agents and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “Indemnified Parties”) from and against all Indemnifiable Losses actually suffered or incurred by the Indemnified Parties to the extent relating to, arising out of or resulting from the Indemnifying Party’s material breach of this Agreement.

(b) In the event that any claim or Proceeding is threatened in writing or commenced by a Third Party involving a claim for which a Party may be required to provide indemnification pursuant to this Agreement, the indemnification procedures set forth in Section 6.4 of the Separation and Distribution Agreement hereby are incorporated herein, mutatis mutandis.

ARTICLE VI

DURATION

Section 6.1 Duration. This Agreement shall commence as of the Effective Date and shall continue in effect until this Agreement is terminated by mutual written Agreement or pursuant to Section 3.2. This Agreement may not be terminated by any Party for breach of this Agreement by any other Party (other than as expressly provided in Section 3.2), it being understood and agreed that the non-breaching Party may seek injunctive relief, specific performance, and/or damages against the breaching Party.

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ARTICLE VII

MISCELLANEOUS

Section 7.1 Confidentiality. Section 7.5 of the Separation and Distribution Agreement shall govern the treatment of any Confidential Information disclosed under this Agreement.

Section 7.2 Complete Agreement; Interpretation. This Agreement (and any schedules hereto), the Separation and Distribution Agreement and the other Ancillary Agreements (and the exhibits and schedules thereto) shall constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any conflict between the terms and conditions of the body of this Agreement and the terms and conditions of any schedule hereto, the terms and conditions of such schedule shall control. Notwithstanding anything to the contrary in this Agreement, in the case of any conflict between the provisions of this Agreement and the provisions of the Separation and Distribution Agreement, the provisions of the Separation and Distribution Agreement shall control, except with respect to any matters governed by this Agreement, in which case the provisions of this Agreement shall control. Section 1.2 of the Separation and Distribution Agreement hereby is incorporated herein, mutatis mutandis.

Section 7.3 Counterparts. This Agreement may be executed in more than one counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile, by e-mail in portable document format (.pdf) or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.

Section 7.4 Notices. All notices, requests, claims, demands and other communications under this Agreement, as between the Parties, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt unless the day of receipt is not a Business Day, in which case it shall be deemed to have been duly given or made on the next Business Day) by delivery in person, by overnight courier service, by electronic e-mail with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 7.4):

If to Crane NXT:

Crane NXT, Co.

300 First Stamford Place

Stamford, CT 06902

Attn: General Counsel

E-mail: [•]

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If to Crane Company:

Crane Company

100 First Stamford Place

Stamford, CT 06902

Attn: General Counsel

E-mail: [•]

Section 7.5 Waiver.

(a) Any provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by the Party against whom the waiver is to be effective.

(b) No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 7.6 Modification or Amendment. This Agreement may only be amended, modified or supplemented, in whole or in part, in a writing signed on behalf of each of the Parties in the same manner as this Agreement and which makes reference to this Agreement.

Section 7.7 Assignment; Binding Effect. Neither Party (nor any of their Affiliates) shall assign any CRANE-Formative Marks to any Person other than to a Person that agrees in writing to be bound by the terms of this Agreement. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that (i) each Party may transfer or assign its rights and obligations under this Agreement to an Affiliate of such Party, and (ii) each Party may transfer or assign, by operation of law or otherwise, this Agreement (in whole or in relevant part) to the successor to all or substantially all (or to a portion) of the business or assets of such Party to which this Agreement relates or, in respect of any CRANE-Formative Marks, to any assignee of or successor to the applicable CRANE-Formative Marks of such Party; provided, that in each case, such assignment shall not relieve such Party of any of its obligations under this Agreement. Any Party assigning this Agreement (in whole or in part) shall promptly notify the non-assigning Party in writing of any assignments it makes under this Agreement and the Person to whom this Agreement is assigned shall agree in writing to be bound by the terms of this Agreement as if named as a “Party” hereto with respect to all or such portion of this Agreement so assigned. Subject to the foregoing in this Section 7.7, this Agreement will be binding on (and inure to the benefit of) each Party and their respective successors, assigns, Affiliates, and licensees and is enforceable by the Parties and their respective successors and permitted assigns.

Section 7.8 No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Section 5.2).

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Section 7.9 Subsidiaries. Each of the Parties shall cause (or with respect to an Affiliate that is not a Subsidiary, shall use commercially reasonable efforts to cause) to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party or by any Business Entity that becomes a Subsidiary or Affiliate of such Party on and after the Effective Time. This Agreement is being entered into by Crane NXT and Crane Company on behalf of themselves and the members of their respective Groups (the Crane NXT Group and the Crane Company Group). This Agreement shall constitute a direct obligation of each such entity and shall be deemed to have been readopted and affirmed on behalf of any Business Entity that becomes an Affiliate of such Party on and after the Effective Time. Either Party shall have the right, by giving notice to the other Party, to require that any Subsidiary of the other Party execute a counterpart to this Agreement to become bound by the provisions of this Agreement applicable to such Subsidiary.

Section 7.10 Third Party Beneficiaries. Except as provided in Section 5.2 relating to Indemnified Parties, this Agreement is solely for the benefit of each Party and its respective successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person, and should not be deemed to confer upon any Third Party any remedy, claim, liability, reimbursement, Proceedings or other right in excess of those existing without reference to this Agreement.

Section 7.11 Titles and Headings. Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 7.12 Schedules. The schedules hereto shall be construed with and be an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the schedules constitutes an admission of any liability or obligation of any member of the Crane NXT Group or the Crane Company Group or any of their respective Affiliates to any Third Party, nor, with respect to any Third Party, an admission against the interests of any member of the Crane NXT Group or the Crane Company Group or any of their respective Affiliates.

Section 7.13 Governing Law. This Agreement, and all actions, causes of action or claims of any kind (whether at law, in equity, in contract, in tort, or otherwise) that may be related to, arising out of or resulting from this Agreement, or the negotiation, execution, or performance of this Agreement (including any action, cause of action or claim of any kind related to, arising out of or resulting from any representation or warranty made in, in connection with or as an inducement to this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including without limitation Delaware laws relating to applicable statutes of limitations and burdens of proof and available remedies.

Section 7.14 Disputes; Consent to Jurisdiction. All Agreement Disputes arising out of, in connection with or in relation to this Agreement will be resolved in accordance with the procedures set forth in Article VIII of the Separation and Distribution Agreement, which such provisions are hereby incorporated herein by reference, mutatis mutandis.

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Section 7.15 Specific Performance. The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with their specific terms, and monetary damages, even if available, would not be an adequate remedy for any such failure to perform or any breach of this Agreement. Accordingly, it is hereby agreed that the Parties shall be entitled to an injunction or injunctions to enforce specifically the terms and provisions hereof in any court specified in Section 7.14 without proof of actual damages. Each Party agrees that it will not oppose (and hereby waives any defense in any action for) the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that the other Party hereto has an adequate remedy at law. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.

Section 7.16 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY JUDICIAL PROCEEDING IN WHICH ANY CLAIM OR COUNTERCLAIM (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT, OR OTHERWISE) ASSERTED RELATED TO, ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR THE COURSE OF DEALING OR RELATIONSHIP BETWEEN THE PARTIES, INCLUDING THE NEGOTIATION, EXECUTION, AND PERFORMANCE OF THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND THAT NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, OR REPRESENTATIVE OF ANY PARTY SHALL REQUEST A JURY TRIAL IN ANY SUCH PROCEEDING NOR SEEK TO CONSOLIDATE ANY SUCH PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7.16.

Section 7.17 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

Section 7.18 Mutual Drafting. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 7.19 Authorization. Each of the Parties hereby represents and warrants that (a) it has the power and authority to execute, deliver and perform this Agreement, (b) this Agreement has been duly authorized by all necessary corporate action on the part of such Party and (c) this Agreement constitutes a legal, valid and binding obligation of each such Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and general equity principles.

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Section 7.20 No Duplication; No Double Recovery. Nothing in this Agreement (or in the Separation and Distribution Agreement or any other Ancillary Agreement) is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances.

Section 7.21 No Reliance on Other Party. The Parties represent to each other that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have relied upon their own knowledge and judgment and have conducted such investigations they and their in-house counsel have deemed appropriate regarding this Agreement and their rights in connection with this Agreement. Each Party is not relying upon any representations or statements made by the other Party, or any such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. Each Party hereto is not relying upon a legal duty, if one exists, on the part of the other Party (or any such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that no Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement or any provision hereof.

Section 7.22 Independent Contractor. Nothing in this Agreement shall create or be deemed to create a partnership, joint venture or a relationship of principal and agent or of employer and employee between Crane Company and Crane NXT or any of their respective Affiliates.

[The remainder of this page has been intentionally left blank. Signature pages follow.]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed the day and year first above written.

CRANE COMPANY
By:
Name:	[•]
Title:	[•]
CRANE HOLDINGS, CO.
By:
Name:	[•]
Title:	[•]

[Signature Page to the Intellectual Property Matters Agreement]

EX-10.5

Exhibit 10.5

Form I/A

CRANE COMPANY

EMPLOYMENT/SEVERANCE AGREEMENT

AGREEMENT by and between CRANE COMPANY, a Delaware corporation (the “Company”), and Name of Employee (the “Employee”), dated as of the _____ day of ____, ______.

The Board of Directors of the Company (the “Board”), on the advice of its Management Organization and Compensation Committee, has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Employee, notwithstanding the possibility, threat, or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Employee by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control, to encourage the Employee’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Employee with compensation arrangements upon a Change of Control which provide the Employee with individual financial security and which are competitive with those of other corporations and, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

l. Certain Definitions.

(a) The “Effective Date” shall be the first date during the “Change of Control Period” (as defined in Section l(b)) on which a Change of Control occurs. Anything in this Agreement to the contrary notwithstanding, if the Employee’s employment with the Company is terminated prior to the date on which a Change of Control occurs, and it is reasonably demonstrated that such termination (l) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Effective Date” shall mean the date immediately prior to the date of such termination.

(b) The “Change of Control Period” is the period commencing on the date hereof and ending on the earlier to occur of (i) the third anniversary of such date or (ii) the first day of the month next following the Employee’s 65^th birthday (“Normal Retirement Date”) provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof is hereinafter referred to as the “Renewal Date”), the Change of Control Period shall be automatically extended so as to terminate on the earlier of (x) three years from such Renewal Date or (y) the first day of the month coinciding with or next following the Employee’s Normal Retirement Date, unless at least 60 days prior to the Renewal Date the Company shall give notice that the Change of Control Period shall not be so extended.

2. Change of Control. For the purpose of this Agreement, a “Change of Control” shall mean:

(i) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, but excluding, for this purpose, any such acquisition by the Company or any of its subsidiaries, or any employee benefit plan (or related trust) of the Company or its subsidiaries, or the Crane Fund, a charitable trust under the laws of the State of Illinois, or any corporation with respect to which, following such acquisition, more than 50% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by substantially the same individuals and entities who were the beneficial owners, respectively, of the common stock and voting securities of the Company immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then outstanding shares of common stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, as the case may be; or

(ii) Individuals who, as of the date hereof, constitute the Board (as of the date hereof the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or

(iii) Approval by the stockholders of the Company of a reorganization, merger or consolidation, in each case, with respect to which substantially the same individuals and entities who were the respective beneficial owners of the common stock and voting securities of the Company immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation, or a complete liquidation or dissolution of the Company or of the sale or other disposition of all or substantially all of the assets of the Company.

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3. Employment Period. The Company hereby agrees to continue the Employee in its employ, and the Employee hereby agrees to remain in the employ of the Company, for the period commencing on the Effective Date and ending on the earlier to occur of (a) the third anniversary of such date or (b) the first day of the month coinciding with or next following the Employee’s Normal Retirement Date (the “Employment Period”).

4. Terms of Employment.

(a) Position and Duties.

(i) During the Employment Period, (A) the Employee’s position (including status, offices, titles and reporting requirements) authority duties and responsibilities shall be at least commensurate in all material respects with those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date and (B) the Employee’s services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than thirty-five (35) miles from such location.

(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to use the Employee’s reasonable best efforts to perform faithfully and efficiently such responsibilities. It is expressly understood and agreed that to the extent that any outside activities have been conducted by the Employee prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Employee’s responsibilities to the Company.

(b) Compensation.

(i) Base Salary. During the Employment Period, the Employee shall receive an annual base salary (“Base Salary”) at a rate at least equal to twelve times the highest monthly base salary paid or payable to the Employee by the Company during the twelve-month period immediately preceding the month in which the Effective Date occurs. During the Employment Period, the Base Salary shall be reviewed at least annually and shall be increased at any time and from time to time as shall be substantially consistent with increases in base salary awarded in the ordinary course of business to other key employees of the Company and its subsidiaries. Any increase in Base Salary shall not serve to limit or reduce any other obligation to the Employee under this Agreement. Base Salary shall not be reduced after any such increase.

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(ii) Annual Bonus. In addition to Base Salary, the Employee shall be eligible (but not entitled) to receive, for each fiscal year during the Employment Period, an annual bonus (an “Annual Bonus”) (either pursuant to any incentive compensation plan maintained by the Company or otherwise) in cash on the same basis as in the fiscal year immediately preceding the fiscal year in which the Effective Date occurs or, if more favorable to the Employee, on the same basis as awarded at any time thereafter to other key employees of the Company and its subsidiaries.

(iii) Incentive, Savings and Retirement Plans. In addition to Base Salary and Annual Bonus payable as hereinabove provided, the Employee shall be entitled to participate during the Employment Period in all incentive, savings and retirement plans, practices, policies and programs applicable to other key employees of the Company and its subsidiaries.

Such plans, practices, policies and programs, in the aggregate, shall provide the Employee with compensation, benefits and reward opportunities at least as favorable in the aggregate as the most favorable of such compensation, benefits and reward opportunities provided by the Company for the Employee under such plans, practices, policies and programs as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Employee, as provided at any time thereafter with respect to other key employees of the Company and its subsidiaries.

(iv) Welfare Benefit Plans. During the Employment Period, the Employee and/or the Employee’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its subsidiaries (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs), at least as favorable as the most favorable of such plans, practices, policies and programs in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Employee and/or the Employee’s family, as in effect at any time thereafter with respect to other key employees of the Company and its subsidiaries.

(v) Expenses. During the Employment Period, the Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Employee in accordance with the most favorable policies, practices and procedures of the Company and its subsidiaries in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect at any time thereafter with respect to other key employees of the Company and its subsidiaries.

(vi) Fringe Benefits. During the Employment Period, the Employee shall be entitled to fringe benefits, including use of an automobile and payment of related expenses, in accordance with the most favorable plans, practices, programs and policies of the Company and its subsidiaries in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect at any time thereafter with respect to other key employees of the Company and its subsidiaries.

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(vii) Office and Support Staff. During the Employment Period, the Employee shall be entitled to an office or offices of a size and with furnishings and other appointments, and to secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Employee by the Company and its subsidiaries at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Employee, as provided at any time thereafter with respect to other key employees of the Company and its subsidiaries.

(viii) Vacation. During the Employment Period, the Employee shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its subsidiaries as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect at any time thereafter with respect to other key employees of the Company and its subsidiaries.

5. Termination.

(a) Death or Disability. This Agreement shall terminate automatically upon the Employee’s death. If the Company determines in good faith that the Disability of the Employee has occurred (pursuant to the definition of “Disability” set forth below), it may give to the Employee written notice (given in accordance with Section 12(b) hereof) of its intention to terminate the Employee’s employment. In such event, the Employee’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Employee (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Employee shall not have returned to full-time performance of the Employee’s duties. For purposes of this Agreement, “Disability” means disability which, at least 26 weeks after its commencement, is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Employee or the Employee’s legal representative (such agreement as to acceptability not to be withheld unreasonably).

(b) Cause. The Company may terminate the Employee’s employment for “Cause.” For purposes of this Agreement, “Cause” shall constitute either (i) personal dishonesty or breach of fiduciary duty involving personal profit at the expense of the Company; (ii) repeated violations by the Employee of the Employee’s obligations under Section 4(a) of this Agreement which are demonstrably willful and deliberate on the Employee’s part and which are not remedied in a reasonable period of time after receipt of written notice from the Company; (iii) the commission of a criminal act related to the performance of duties, or the furnishing of proprietary confidential information about the Company to a competitor, or potential competitor, or third party whose interests are adverse to those of the Company; (iv) habitual intoxication by alcohol or drugs during work hours; or (v) conviction of a felony.

(c) Good Reason. The Employee’s employment may be terminated by the Employee for Good Reason. For purposes of this Agreement, “Good Reason” means:

(i) the assignment to the Employee of any duties inconsistent in any respect with the Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 4(a) of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Employee;

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(ii) any failure by the Company to comply with any of the provisions of Section 4(b) of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Employee;

(iii) the Company’s requiring the Employee to be based at any office or location other than that described in Section 4(a)(i)(B) hereof, except for travel reasonably required in the performance of the Employee’s responsibilities;

(iv) any purported termination by the Company of the Employee’s employment otherwise than as expressly permitted by this Agreement; or

(v) any failure by the Company to comply with and satisfy Section 11(c) of this Agreement.

(d) Notice of Termination. Any termination by the Company for Cause or by the Employee for Good Reason shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 12(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than fifteen (15) days after the giving of such notice). The failure by the Employee to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason shall not waive any right of the Employee hereunder or preclude the Employee from asserting such fact or circumstance in enforcing the Employee’s rights hereunder.

(e) Date of Termination. “Date of Termination” means the date of receipt of the Notice of Termination or any later date specified therein, as the case may be; provided, however, that (i) if the Employee’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Employee of such termination and (ii) if the Employee’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Employee or the Disability Effective Date, as the case may be.

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6. Obligations of the Company upon Termination.

(a) Death. If the Employee’s employment is terminated by reason of the Employee’s death, this Agreement shall terminate without further obligations to the Employee’s legal representatives under this Agreement, other than those obligations accrued or earned and vested (if applicable) by the Employee as of the Date of Termination, including, for this purpose (i) the Employee’s full Base Salary through the Date of Termination at the rate in effect on the Date of Termination or, if higher, at the highest rate in effect at any time from the 90-day period preceding the Effective Date through the Date of Termination (the “Highest Base Salary”), (ii) the product of the Annual Bonus paid to the Employee for the last full fiscal year and a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (iii) any compensation previously deferred by the Employee (together with accrued interest thereon, if any) and not yet paid by the Company and any accrued vacation pay not yet paid by the Company (such amounts specified in clauses (i), (ii) and (iii) are hereinafter referred to as “Accrued Obligations”). All such Accrued Obligations shall be paid to the Employee’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. Anything in this Agreement to the contrary notwithstanding, the Employee’s family shall be entitled to receive benefits at least equal to the most favorable benefits provided by the Company and any of its subsidiaries to surviving families of employees of the Company and such subsidiaries under such plans, programs, practices and policies relating to family death benefits, if any, in accordance with the most favorable plans, programs, practices and policies of the Company and its subsidiaries in effect at any time during the 90-day period immediately preceding the Disability Effective Date or, if more favorable to the Employee and/or the Employee’s family, as in effect on the date of the Employee’s death with respect to other key employees of the Company and its subsidiaries and their families.

(b) Disability. If the Employee’s employment is terminated by reason of the Employee’s Disability, this Agreement shall terminate without further obligations to the Employee, other than those obligations accrued or earned and vested (if applicable) by the Employee as of the Date of Termination, including for this purpose, all Accrued Obligations. All such Accrued Obligations shall be paid to the Employee in a lump sum in cash within 30 days of the Date of Termination. Anything in this Agreement to the contrary notwithstanding, the Employee shall be entitled after the Disability Effective Date to receive disability and other benefits at least equal to the most favorable of those provided by the Company and its subsidiaries to disabled employees and/or their families in accordance with such plans, programs, practices and policies of the Company and its subsidiaries in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Employee and/or the Employee’s family, as in effect at any time thereafter with respect to other key employees of the Company and its subsidiaries and their families.

(c) Cause; Other than for Good Reason. If the Employee’s employment shall be terminated for Cause, this Agreement shall terminate without further obligations to the Employee other than the obligation to pay to the Employee the Highest Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Employee (together with accrued interest thereon, if any). If the Employee terminates employment other than for Good Reason, this Agreement shall terminate without further obligations to the Employee, other than those obligations accrued or earned and vested (if applicable) by the Employee through the Date of Termination, including for this purpose, all Accrued Obligations. All such Accrued Obligations shall be paid to the Employee in a lump sum in cash within 30 days of the Date of Termination.

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(d) Good Reason; Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate the Employee’s employment other than for Cause, Disability, or death or if the Employee shall terminate his employment for Good Reason:

(i) the Company shall pay to the Employee in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:

A. to the extent not theretofore paid, the Employee’s Highest Base Salary through the Date of Termination; and

B. the product of (x) the greater of the Annual Bonus paid or payable (annualized for any fiscal year consisting of less than twelve full months or for which the Employee has been employed for less than twelve full months) to the Employee for the most recently completed fiscal year during the Employment Period, if any, or the average bonus (annualized for any fiscal year consisting of less than twelve full months or with respect to which the Employee has been employed by the Company for less than twelve full months) paid or payable to the Employee by the Company and its affiliated companies in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (the “Average Annual Bonus”), such greater amount being hereafter referred to as the “Highest Annual Bonus,” and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365;

C. the product of (x) three and (y) the sum of (i) the Highest Base Salary and (ii) the Average Annual Bonus; and

D. in the case of compensation previously deferred by the Employee, all amounts previously deferred (together with accrued interest thereon, if any) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company; and

(ii) for the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Employee and/or the Employee’s family at least equal to those which would have been provided to them as if the Employee’s employment had not been terminated, in accordance with the most favorable employee welfare benefit plans (as such term is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) of the Company and its subsidiaries (including health insurance and life insurance) during the 90-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect at any time thereafter with respect to other key employees and their families, and for purposes of eligibility for retiree benefits pursuant to such employee welfare benefit plans, the Employee shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period.

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7. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Employee’s continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company or any of its subsidiaries and for which the Employee may qualify, nor shall anything herein limit or otherwise affect such rights as the Employee may have under any stock option, restricted stock, stock appreciation right, or other agreements with the Company or any of its subsidiaries. Amounts which are vested benefits or which the Employee is otherwise entitled to receive under any plan, policy, practice or program of the Company or any of its subsidiaries at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program; provided, however, that in the event the terms of any such plan, policy, practice or program concerning the payment of benefits thereunder shall conflict with any provision of this Agreement, the terms of this Agreement shall take precedence but only if and to the extent the payment would not adversely affect the tax exempt status (if applicable) of any such plan, policy, practice or program and only if the Employee agrees in writing that such payment shall be in lieu of any corresponding payment from such plan, policy, practice or program.

8. Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Employee or others. In no event shall the Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee under any of the provisions of this Agreement. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Employee may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Employee about the amount of any payment pursuant to Section 9 of this Agreement), plus in each case interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Internal Revenue Code of 1986, as amended (the “Code”).

9. Adjustments to Payments.

(a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any economic benefit or payment or distribution by the Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (including, but not limited to, any economic benefit received by the Employee by reason of the acceleration of rights under the various option, restricted stock and stock appreciation right plans of the Company) (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in the Employee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if the Employee received all of the Payments. The Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the determination.

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(b) All determinations required to be made under this Section 9, including whether and when an adjustment to any Payments is required and, if applicable, which Payments are to be so adjusted, shall be made by the Company’s regular outside independent public accounting firm (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days of the Date of Termination, if applicable, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with a written opinion that failure to report the Excise Tax on the Employee’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Employee.

(c) In the event that any state or municipality or subdivision thereof shall subject any Payment to any special tax which shall be in addition to the generally applicable income tax imposed by such state, municipality, or subdivision with respect to receipt of such Payment, the foregoing provisions of this Section 9 shall apply, mutatis mutandis, with respect to such special tax.

10. Confidential Information. The Employee shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its subsidiaries, and their respective businesses, which shall have been obtained by the Employee during the Employee’s employment by the Company or any of its subsidiaries and which shall not be or become public knowledge (other than by acts by the Employee or the Employee’s representatives in violation of this Agreement). After termination of the Employee’s employment with the Company, the Employee shall not, without the prior written consent of the Company, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Employee under this Agreement.

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11. Successors.

(a) This Agreement is personal to the Employee and without the prior written consent of the Company shall not be assignable by the Employee otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Employee’s legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

12. Miscellaneous.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force and effect.

(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Employee:

If to the Company:

Crane Company

100 First Stamford Place

Stamford, CT 06902

Attention: Secretary

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

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(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d) The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e) The Employee’s failure to insist upon strict compliance with any provision hereof shall not be deemed to be a waiver of such provision or any other provision thereof.

(f) This Agreement contains the entire understanding of the Company and the Employee with respect to the subject matter hereof. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(g) The Employee and the Company acknowledge that the employment of the Employee by the Company is “at will,” and, prior to the Effective Date, may be terminated by either the Employee or the Company at any time. Upon a termination of the Employee’s employment or prior to the Effective Date, there shall be no further rights under this Agreement.

IN WITNESS WHEREOF, the Employee has hereunto set Employee’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

EMPLOYEE

___________________________

Name:

CRANE COMPANY

By:  ___________________

Name:

Title:

Attest:  ____________________

Secretary

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EX-10.6

Exhibit 10.6

INDEMNIFICATION AGREEMENT

AGREEMENT, effective as of _______________, between Crane Company, a Delaware corporation (the “Company”), and __________________________ (“Indemnitee”).

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies at a time when it has become increasingly difficult to obtain adequate insurance coverage at reasonable costs;

WHEREAS, in recognition of Indemnitee’s need for substantial protection against personal liability in order to enhance Indemnitee’s continued service to the Company in an effective manner, the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the full extent (whether partial or complete) permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies, regardless of any future change in the Certificate of Incorporation, Bylaws, composition of the Board of Directors, or structure of the Company;

NOW, THEREFORE, in consideration of the premises and of Indemnitee’s service to the Company, directly or indirectly, and intending to be legally bound hereby, the parties hereto agree as follows:

1. In the event Indemnitee was, is, or becomes a party to or a witness or other participant in, or is threatened to be made a party to or a witness or other participant in, any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, whether conducted by the Company or any other party, that Indemnitee in good faith believes might lead to any such action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (“Claim”) by reason of (or arising in part out of) the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of anything done or not done by Indemnitee in any such capacity (an “Indemnifiable Event”), the Company shall indemnify Indemnitee to the full extent permitted by law (the determination of which shall be made by the Reviewing Party referred to below) as soon as practicable but in any event no later than thirty days after written demand is presented to the Company, against any and all expenses (including attorneys’ fees and all other costs, expenses and obligations paid or incurred in connection with investigating, preparing for and defending or participating in the defense of (including on appeal) any Claim relating to any Indemnifiable Event) (collectively “Expenses”), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) of such Claim and, if so requested by Indemnitee, the Company shall advance

(within two business days of such request) any and all such Expenses to Indemnitee; provided, however, that (i) the foregoing obligation of the Company shall not apply to a Claim that was commenced by the Indemnitee without the prior approval of the Board of Directors of the Company unless the Claim was commenced after a Change in Control (as defined in Section 5 herein); (ii) the foregoing obligation of the Company shall be subject to the condition that an appropriate person or body (the “Reviewing Party”) shall not have determined (in a written opinion in any case in which the special, independent counsel referred to in Section 4 hereof is involved) that Indemnitee would not be permitted to be indemnified for such Expenses under applicable law; and (iii) if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be indemnified for such Expenses under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid (unless Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, in which event Indemnitee shall not be required to so reimburse the Company until a final judicial determination requiring such reimbursement is made with respect thereto as to which all rights of appeal therefrom have been exhausted or lapsed) and the Company shall not be obligated to indemnify or advance any additional amounts to Indemnitee under this Agreement (unless there has been a determination by a court of competent jurisdiction that the Indemnitee would be permitted to be so indemnified or entitled to such expense advances under applicable law).

2. If there has not been a Change in Control of the Company (as hereinafter defined), the Reviewing Party shall be (1) a quorum of the Board of Directors consisting of directors who are not parties to the action, suit or proceeding acting by majority vote, or (2) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, independent legal counsel by the use of a written opinion or (3) the stockholders. If there has been a Change in Control of the Company, the Reviewing Party shall be the special, independent counsel referred to in Section 4 hereof.

3. If Indemnitee has not been indemnified by the expiration of the foregoing thirty-day period or received expense advances or if the Reviewing Party determines that Indemnitee would not be permitted to be indemnified or be entitled to receive expense advances within two days of the request therefor in whole or in part under the applicable law, Indemnitee shall have the right to commence litigation seeking from the court a finding that Indemnitee is entitled to indemnification and expense advances or enforcement of Indemnitee’s entitlement to indemnification and expense advances or challenging any determination by the Reviewing Party or any aspect thereof that Indemnitee is not entitled to be indemnified or receive expense advances and the burden of proving that indemnification or advancement of expenses is not appropriate shall be on the Company; any determination by the Reviewing Party in favor of Indemnitee shall be conclusive and binding on the Company, unless facts supplied by Indemnitee which form the basis for the determination are subsequently determined to have been materially incorrect at the time supplied. Indemnitee agrees to bring any such litigation in any court in the states of New York or Delaware having subject matter jurisdiction thereof and in which venue is proper, and the Company hereby consents to service of process and to appear in any such proceeding.

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4. The Company agrees that if there is a Change in Control of the Company (as hereinafter defined), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and expense advances under this Agreement or any other agreement or Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from special, independent counsel selected by Indemnitee who a majority of the disinterested Directors approves (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company or Indemnitee. Such counsel, among other things, shall determine whether and to what extent Indemnitee is permitted to be indemnified or is entitled to expense advances under applicable law and shall render its written opinion to the Company and Indemnitee to such effect. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto except for willful misconduct or gross negligence.

5. For purposes of this Agreement, (a) “Change in Control of the Company” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d)(3) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, is or becomes the beneficial owner (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or if the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company’s assets.

6. To the extent Indemnitee is successful in such proceeding, the Company shall indemnify Indemnitee against any and all expenses (including attorneys’ fees) which are incurred by the Indemnitee in connection with any claim asserted or action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or Company Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance payment of Expenses or insurance recovery, as the case may be.

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7. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of any Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in the defense of any Claim relating in whole or in part to any Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

8. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that Indemnitee is not entitled to indemnification or expense advance or that indemnification or expense advance is not permitted by applicable law.

9. The Company represents that it presently has in force and effect Directors’ and Officers’ Liability Insurance on behalf of Indemnitee against certain customary liabilities which may be asserted against or incurred by Indemnitee. The Company hereby agrees that, so long as Indemnitee shall continue to serve in a capacity referred to in Section 1 hereof, and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee served in any capacity referred to in Section 1 hereof, the Company shall purchase and maintain in effect for the benefit of Indemnitee such insurance providing, in all respects, coverage at least comparable to that presently provided; provided, however, if, in the business judgment of the then Board, either (a) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (b) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance, then and in that event the Company shall not be required to maintain such insurance but shall and hereby agrees to the full extent permitted by law to hold harmless and indemnify Indemnitee to the fullest extent of the coverage which would otherwise have been provided for the benefit of Indemnitee.

10. (a) In the event of any changes after the date of this Agreement in any applicable law, statute, or rule which expands the right of the Company to indemnify a person serving in a capacity referred to in Section 1 hereof, such change shall be within the purview of Indemnitee’s rights, and the Company’s obligations, under this Agreement. In the event of any changes in any applicable law, statute, or rule which narrow the right of the Company to indemnify a person serving in a capacity referred to in Section 1 hereof, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

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(b) The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Company’s Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested directors, laws and regulations in effect now or in the future, or otherwise, both as to action in Indemnitee’s official capacity and as to action in another capacity while holding such office.

11. If the indemnification provided in Section 1 is unavailable and may not be paid to Indemnitee because such indemnification is not permitted by law, then in respect of any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute to the full extent permitted by law, to the amount of expenses, judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and Indemnitee on the other hand from the transaction from which such action, suit or proceeding arose, and (ii) the relative fault of the Company on the one hand and of Indemnitee on the other in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of Indemnitee on the other shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this paragraph were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.

12. All obligations of the Company contained herein shall continue during the period Indemnitee serves in a capacity referred to in Section 1 hereof of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Claim relating to an Indemnifiable Event.

13. (a) Promptly after receipt by Indemnitee of notice of the commencement of any Claim relating to an Indemnifiable Event or proceeding in which Indemnitee is made or is threatened to be made a party or a witness, Indemnitee shall notify the Company of the commencement of such Claim; but the omission so to notify the Company shall not relieve the Company from any obligation it may have to indemnify or advance expenses to Indemnitee otherwise than under this Agreement.

(b) Indemnitee shall not settle any claim or action in any manner which would impose on the Company any penalty, constraint, or obligation to hold harmless or indemnify Indemnitee pursuant to this Agreement without the Company’s prior written consent, which consent shall not be unreasonably withheld.

14. If any Claim relating to an Indemnifiable Event, commenced against Indemnitee is also commenced against the Company, the Company shall be entitled to participate therein at its own expense, and, except as otherwise provided hereinbelow, to the extent that it may wish, the Company shall be entitled to assume the defense thereof. After notice from the Company to Indemnitee of its election to assume the defense of any Claim, the Company shall not be obligated to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation, travel and lodging expenses arising out of Indemnitee’s participation in such Claim. Indemnitee shall have the right to

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employ Indemnitee’s own counsel in such Claim, but the fees and expenses of such counsel incurred after notice from the Company to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) otherwise authorized by the Company, (ii) Indemnitee shall have reasonably concluded, and so notified the Company, that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such Claim, or (iii) the Company shall not in fact have employed counsel to assume the defense of such Claim, in which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim brought by or on behalf of the Company or its stockholders or as to which Indemnitee shall have made the conclusion set forth in (ii) of this Section 14.

15. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

16. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

17. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.

18. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, executors, and personal and legal representatives. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer or director of the Company or of any other enterprise at the Company’s request.

19. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the full extent permitted by law.

20. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state, but excluding any conflicts-of-law rule or principle which might refer such governance, construction or enforcement to the laws of another state or country.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.

CRANE COMPANY

By:
	Name:
	Title:
INDEMNITEE
By:
	Name:

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EX-10.7

Exhibit 10.7

CRANE COMPANY

2023 STOCK INCENTIVE PLAN

1. PURPOSE AND ADOPTION OF THE PLAN

(a) The purpose of the Crane Company 2023 Stock Incentive Plan (as the same may be amended from time to time, the “Plan”) is (i) to attract and retain key employees and Non-Employee Directors (as defined below) of Crane Company (the “Company”) and its Subsidiaries (as defined below) who are and will be contributing to the success of the business; (ii) to motivate and reward key employees and Non-Employee Directors who have made significant contributions to the success of the Company and encourage them to continue to give their best efforts to its future success; (iii) to provide competitive incentive compensation opportunities; and (iv) to further opportunities for stock ownership by such key employees and Non-Employee Directors in order to increase their proprietary interest in the Company and their personal interest in its continued success.

(b) The Plan was approved by the Board of Directors of the Company (the “Board”) on [•] and by Crane Holdings, Co. as the sole shareholder of the Company on [•], but will not become effective until the Effective Time (as defined below). The Plan shall remain in effect from the Effective Time until it is terminated by action of the Board; provided, however, that no Award shall be granted after the date that is ten (10) years from the Effective Time (and no Incentive Stock Option shall be granted after the date that is ten (10) years from the date that the Board approved the Plan).

2. DEFINITIONS

For the purposes of this Plan, capitalized terms shall have the following meanings:

(a) “Adjusted Spin-Off Award” means an award originally granted as a Crane Holdings, Co. Equity Compensation Award that is adjusted into an Award under this Plan upon the Effective Time under either the “shareholder method” or “replacement method,” pursuant to the terms of the Employee Matters Agreement.

(b) “Award” means any grant to a Participant of one or a combination of Non-Qualified Stock Options or Incentive Stock Options described in Section 6, Stock Appreciation Rights described in Section 7, Restricted Shares or Restricted Share Units described in Section 8 and Other Stock-Based Awards described in Section 9. For the avoidance of doubt, the term “Award” includes each Adjusted Spin-Off Award.

(c) “Award Agreement” means a written agreement between the Company and a Participant or a written notice from the Company to a Participant specifically setting forth the terms and conditions of an Award granted under the Plan.

(d) “Beneficiary” means an individual, trust or estate who or which, by a written designation of the Participant filed with the Company or by operation of law, succeeds to the rights and obligations of the Participant under the Plan and an Award Agreement upon the Participant’s death.

(e) “Board” shall have the meaning given to such term in Section 1.

(f) “Change in Control” means the occurrence of one of the following: (i) a “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as that term is defined in Rule 13d-3 under the Exchange Act) of more than 50% of the outstanding Shares of the Common Stock calculated as provided in paragraph (d) of said Rule 13d-3; (ii) the consummation of a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, other than a merger or consolidation (a “Non-CIC Merger”) which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (iii) the consummation of any sale, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company other than to an entity at least fifty percent (50%) of the total voting power of which is owned, directly or indirectly, by the Company or by stockholders of the Company in substantially the same proportions as their ownership of voting securities of the Company immediately prior to such sale, exchange or other transfer; or (iv) the following individuals cease for any reason to constitute a majority of the members of the Board: individuals who, immediately after the Effective Time, constitute the Board and any new director whose appointment or election is endorsed by a majority of the members of the Board then still in office who either were directors immediately after the Effective Time or whose appointment or election was previously so endorsed (each, an “Incumbent Director”).

For purpose of clause (i) above, a “person” shall not include any entity that becomes such a beneficial owner in connection with a Non-CIC Merger. For purposes of clause (ii) above, the “surviving entity” includes, if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of sufficient voting securities eligible to elect a majority of the members of the board of directors (or the analogous governing body) of the surviving entity. For purposes of clause (iv) above, any director whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board shall not be considered an Incumbent Director.

Notwithstanding the foregoing, if it is determined that an Award hereunder is subject to the requirements of Section 409A of the Code and the Change in Control, is a “payment event” under Section 409A of the Code for such Award, the Company will not be deemed to have undergone a Change in Control unless the Company is deemed to have undergone a “change in control event” pursuant to the definition of such term in Section 409A of the Code.

(g) “Code” means the Internal Revenue Code of 1986, as amended. References to a section of the Code include that section and any comparable section or sections of any future legislation that amends, supplements or supersedes said section.

(h) “Committee” means the Management Organization and Compensation Committee of the Board or such other committee composed of at least three members of the Board as may be designated by the Board from time to time.

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(i) “Common Stock” means Common Stock, par value $1.00 per Share, of the Company.

(j) “Company” shall have the meaning given to such term in Section 1.

(k) “Crane Holdings, Co. Equity Compensation Award” shall have the meaning given to such term in the Employee Matters Agreement.

(l) “Date of Grant” means the date as of which the Committee grants an Award. If the Committee contemplates an immediate grant to a Participant, the Date of Grant shall be the date of the Committee’s action. If the Committee contemplates a date on which the grant is to be made other than the date of the Committee’s action, the Date of Grant shall be the date so contemplated and set forth in or determinable from the records of action of the Committee; provided, however, that the Date of Grant shall not precede the date of the Committee’s action.

(m) “Dividend Equivalent Account” means a bookkeeping account in accordance with Section 12(h) and related to an Award (other than an Option or a Stock Appreciation Right) that is credited with the amount of any cash dividends or stock distributions that would be payable with respect to the Shares subject to such Awards had such Shares been outstanding shares of Common Stock on the applicable date.

(n) “Effective Time” shall have the meaning given to such term in the Employee Matters Agreement.

(o) “Employee Matters Agreement” means the Employee Matters Agreement among the Company and Crane Holdings, Co., entered into in connection with the Spin-Off, as may be amended from time to time.

(p) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(q) “Exercise Price” means, with respect to Options, the amount established by the Committee in the Award Agreement in accordance with Section 6(b) which is required to purchase each Share upon exercise of the Option, or with respect to a Stock Appreciation Right, the amount established by the Committee in the Award Agreement in accordance with Section 7(b) which is to be subtracted from the Fair Market Value on the date of exercise in order to determine the amount of the payment to be made to the Participant.

(r) “Fair Market Value” of a Share as of a particular date shall mean (i) if the Common Stock is listed on a national securities exchange, the closing or last price of the Common Stock on the composite tape or other comparable reporting system for the applicable date, or if the applicable date is not a trading day, the trading day immediately preceding the applicable date, or (ii) if the Shares are not then listed on a national securities exchange, the closing or last price of the Common Stock quoted by an established quotation service for over-the-counter securities, or (iii) if the Shares are not then listed on a national securities exchange or quoted by an established quotation service for over-the-counter securities, or the value of such Shares is not otherwise determinable, such value as determined by the Committee in good faith in its sole discretion.

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(s) “Family Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, step-parent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of the applicable individual, any person sharing the applicable individual’s household (other than a tenant or employee), a trust in which any one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which any one or more of these persons (or the applicable individual) control the management of assets, and any other entity in which one or more of these persons (or the applicable individual) own more than fifty percent of the voting interests.

(t) “Full Value Award” means any Award of Restricted Shares, Restricted Share Units or Other Stock-Based Awards made under the Plan.

(u) “Incentive Stock Option” means a stock option within the meaning of Section 422 of the Code.

(v) “Merger” means any merger, reorganization, consolidation, share exchange, transfer of assets or other transaction having similar effect involving the Company.

(w) “Non-Employee Director” means a member of the Board who is not an employee of the Company or its Subsidiaries.

(x) “Non-Qualified Stock Option” means a stock option which is not an Incentive Stock Option.

(y) “Options” means all Non-Qualified Stock Options and Incentive Stock Options granted at any time under the Plan.

(z) “Other Stock-Based Award” means an Award granted in accordance with Section 9.

(aa) “Participant” means a person designated to receive an Award under the Plan in accordance with Section 5.

(bb) “Plan” shall have the meaning given to such term in Section 1.

(cc) “Restricted Shares” means Common Stock subject to restrictions imposed in connection with Awards granted under Section 8.

(dd) “Restricted Share Unit” means a notional bookkeeping entry representing the equivalent of a Share, subject to restrictions imposed in connection with Awards granted under Section 8.

(ee) “Share” means a share of Common Stock.

(ff) “Spin-Off” shall mean the distribution of Shares to the shareholders of Crane Holdings, Co. in 2023 pursuant to the Separation and Distribution Agreement between the Company and Crane Holdings, Co., entered into in connection with such distribution.

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(gg) “Stock Appreciation Right” or “SAR” means an Award granted in accordance with Section 7.

(hh) “Subsidiary” means a subsidiary of the Company within the meaning of Section 424(f) of the Code.

(ii) “Substitute Award” means any Award granted in assumption of or in substitution for an award of a company or business acquired by the Company or a Subsidiary or with which the Company or a Subsidiary combines.

3. ADMINISTRATION

(a) This Plan shall be administered by the Committee, which shall at all times be constituted to comply with the “non-employee director” requirements established from time to time by rules or regulations of the Securities and Exchange Commission under Section 16 of the Exchange Act, and the “independent director” requirements established from time to time under the corporate governance rules of the New York Stock Exchange. The Committee shall have the sole discretionary authority to interpret the Plan, to establish and modify administrative rules for the Plan, to impose such conditions and restrictions on Awards as it determines appropriate, and to take such steps in connection with the Plan and Awards granted hereunder as it may deem necessary or advisable, including without limitation, to waive the forfeiture period and any other conditions set forth in any Award Agreement under appropriate circumstances (including the death, disability or retirement of the Participant or a material change in circumstances arising after the date of an Award) and subject to such terms and conditions as the Committee shall deem appropriate.

(b) Actions taken under the Plan with respect to Awards to Non-Employee Directors that are described herein as actions by the Committee under the terms of the Plan, but which require Board approval under the Committee’s Charter, shall be deemed to include, for purposes of the Plan, such action by the Board. In addition, notwithstanding anything to the contrary herein, in its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan except with respect to matters which under applicable law are required to be determined in the sole discretion of the Committee.

(c) The Committee may employ attorneys, consultants, accountants or other persons and the Committee and the Company and its officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All usual and reasonable expenses of the Committee shall be paid by the Company. No Committee member shall receive compensation with respect to such individual’s services for the Committee except as may be authorized by the Board. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all Participants who have received awards, the Company and all other interested persons.

(d) Notwithstanding anything to the contrary contained herein, to the extent permitted by applicable law and the Company’s governing documents, the Board or the Committee may delegate any of the authorities of the Committee identified herein to an individual or committee of individuals (who may, but need not, serve on the Board), including without limitation the authority

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to grant Awards hereunder. To the extent that the Board or the Committee so delegates authority, applicable references in the Plan to the Committee’s authority to make awards and determinations with respect thereto shall be deemed to include the delegate. Notwithstanding the foregoing, the Committee will retain broad authority to administer the Plan, including the authority to make determinations with respect to awards previously granted by a delegate. The Board or the Committee, as applicable, may revoke any delegation it previously effectuated hereunder at any time, for any reason, with or without prior notice.

4. SHARES

(a) The total number of Shares authorized to be awarded under the Plan shall not exceed [•], which includes the number of Shares that will be subject to Adjusted Spin-Off Awards.

(b) Shares covered by an Award will not be counted as used unless and until they are actually issued and delivered to a Participant. If (i) any Award lapses, expires, terminates or is canceled prior to the issuance of Shares thereunder, (ii) Shares under an Award are issued to a Participant and thereafter are forfeited to or otherwise reacquired by the Company, (iii) Shares under an Award are withheld by or tendered to the Company as payment for the exercise or purchase price of an Award or to satisfy tax withholding obligations related to an Award, or (iv) Shares subject to an Award that is settled in cash or in another manner where some or all of the shares covered by the Award are not issued, then those Shares will remain, or again become, available for issuance under the Plan.

(c) In the case of any Substitute Award, such Substitute Award shall not be counted against the number of Shares reserved under the Plan.

(d) The maximum number of Shares that may be awarded as Incentive Stock Options shall not exceed [•].

(e) The number of Shares available for grants under the Plan shall be subject to adjustment in accordance with Section 10. The Shares to be offered under the Plan shall be authorized and unissued Shares, or issued Shares which will have been reacquired by the Company, including Shares purchased in the open market.

5. PARTICIPATION

(a) Participants in the Plan shall be such key employees of the Company and its Subsidiaries and Non-Employee Directors as the Committee, in its sole discretion, may designate from time to time. For purposes of the Plan, “key employees” shall mean officers as well as other employees (including officers and other employees who are also directors of the Company or any Subsidiary) designated by the Committee in its discretion upon the recommendation of management. Notwithstanding the foregoing, in connection with the Spin-Off and pursuant to the terms of the Employee Matters Agreement, certain holders of outstanding Crane Holdings, Co. Equity Compensation Awards will receive Adjusted Spin-Off Awards, thereby becoming Participants in the Plan.

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(b) No Awards may be granted under the Plan during any one calendar year to a Participant who is a Non-Employee Director that exceed, together with any cash compensation received for such service during the applicable year (based on the Fair Market Value of the Shares underlying the Award as of the applicable Date of Grant in the case of Full Value Awards, and based on the applicable grant date fair value for accounting purposes in the case of Options or SARs): (i) for any Non-Employee Director not serving as Chairman of the Board, $750,000; and (ii) for any Non-Employee Director serving as Chairman of the Board, $1,000,000. The Board may make exceptions to this limit in extraordinary circumstances for individual Non-Employee Directors, as the Board may determine in its discretion, provided that the Non-Employee Director receiving such additional compensation may not participate in the decision to award such compensation. Notwithstanding the foregoing, the Adjusted Spin-Off Awards and any cash fees earned with respect to service on the Crane Holdings, Co. Board of Directors or the Crane NXT, Co. Board of Directors shall not be counted for the purposes of this Section 5(b).

(c) Options under the Plan may be Incentive Stock Options within the meaning of Section 422 of the Code or Non-Qualified Stock Options, provided that Incentive Stock Options may not be awarded to Non-Employee Directors. Awards granted hereunder shall be evidenced by Award Agreements in such form as the Committee shall approve, which Agreements shall comply with and be subject to the terms and conditions of this Plan.

6. GRANT AND EXERCISE OF STOCK OPTIONS

(a) The Committee may grant to any Participant one or more Awards of Options entitling the Participant to purchase Shares from the Company on such terms and subject to such conditions as may be established by the Committee. An Award of Options may be granted in such number, at such Exercise Price, and subject to such waiting periods, exercise dates and restrictions on exercise (including, but not limited to, periodic installments), not inconsistent with the terms of this Plan, as may be determined by the Committee at the time of grant.

(b) The Exercise Price of each Share upon exercise of any Option granted under the Plan (except in connection with Substitute Awards or Adjusted Spin-Off Awards) shall not be less than 100% of the Fair Market Value of the Common Stock on the Date of Grant. Each Option shall have a stated term not to exceed ten (10) years from the Date of Grant.

(c) The Exercise Price of the Shares purchased upon the exercise of an Option shall be paid in full at the time of exercise in cash or, in whole or in part, by tendering (either actually or by attestation) Shares. The value of each Share delivered in payment of all or part of the Exercise Price upon the exercise of an Option shall be the Fair Market Value of the Common Stock on the date the Option is exercised. Exercise of Options shall also be permitted, to the extent permitted by the Committee, in accordance with a cashless exercise program under which, if so instructed by a Participant, Shares may be issued directly to the Participant’s broker or dealer upon receipt of an irrevocable written notice of exercise from the Participant. In addition, exercise of Options shall be permitted, to the extent permitted by the Committee, (i) by reduction in the number of Shares otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate Exercise Price at the time of exercise, or (ii) in any other form of legal consideration that may be acceptable to the Committee.

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(d) Each Option granted under this Plan shall not be transferable by the Participant otherwise than by will or the laws of descent and distribution, and shall be exercisable, during the Participant’s lifetime, only by the Participant. Notwithstanding the foregoing, Non-Qualified Stock Options may be transferable, without payment of consideration, to Family Members to the extent permitted by the Committee.

(e) No Participant may be granted Incentive Stock Options under the Plan (or any other plans of the Company and its Subsidiaries) that would result in Shares with an aggregate Fair Market Value (measured on the Date of Grant) of more than $100,000 first becoming exercisable in any one calendar year.

7. GRANT AND EXERCISE OF STOCK APPRECIATION RIGHTS

(a) The Committee may grant to any Participant one or more Awards of Stock Appreciation Rights on such terms and subject to such conditions as may be established by the Committee. An Award of Stock Appreciation Rights may be granted in such number, at such Exercise Price, and subject to such waiting periods, exercise dates and restrictions on exercise (including, but not limited to, periodic installments), not inconsistent with the terms of this Plan, as may be determined by the Committee at the time of grant.

(b) The Exercise Price of each Share upon exercise of any Stock Appreciation Rights granted under the Plan (except in connection with Substitute Awards) shall not be less than 100% of the Fair Market Value of the Common Stock on the Date of Grant. Each Stock Appreciation Right shall have a stated term not to exceed ten (10) years from the Date of Grant.

(c) Upon exercise of a Stock Appreciation Right with respect to a Share, the Participant shall be entitled to receive an amount equal to the excess, if any, of (A) the Fair Market Value of a Share on the date of exercise over (B) the Exercise Price of such Stock Appreciation Right established in the Award Agreement. Any payment which may become due from the Company by reason of a Participant’s exercise of a Stock Appreciation Right may be paid to the Participant as determined by the Committee and set forth in the applicable Award Agreement (i) all in cash, (ii) all in Common Stock, or (iii) in any combination of cash and Common Stock. In the event that all or a portion of the payment is made in Common Stock, the number of Shares delivered in satisfaction of such payment shall be determined by dividing the amount of such payment or portion thereof by the Fair Market Value on the Exercise Date. No fractional Share shall be issued to make any payment in respect of Stock Appreciation Rights; if any fractional Share would be issuable, the combination of cash and Common Stock payable to the Participant shall be adjusted as directed by the Committee to avoid the issuance of any fractional Share.

(d) Each Award of Stock Appreciation Rights granted under this Plan shall not be transferable by the Participant otherwise than by will or the laws of descent and distribution, and shall be exercisable, during the Participant’s lifetime, only by the Participant.

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8. GRANT OF RESTRICTED SHARES AND RESTRICTED SHARE UNITS

(a) The Committee may grant to any Participant one or more Awards of Restricted Shares or Restricted Share Units on such terms and subject to such conditions as may be established by the Committee. An Award of Restricted Shares or Restricted Share Units may be granted pursuant to such restrictions and provisions, whether based on performance standards, periods of service, retention by the Participant of ownership of specified Shares or other criteria, not inconsistent with the terms of this Plan, as may be established by the Committee.

(b) With respect to Awards of Restricted Shares and Restricted Share Units that are granted, vested or otherwise conditioned on one or more performance conditions, the Committee may use such business criteria and other measures of performance as it may deem appropriate, which may include specified levels of one or more of the following (in absolute terms or relative to one or more other companies or indices): (i) net sales; sales of a particular product or line of products; (ii) gross profit; ratio of gross profit to sales; (iii) operating profit; ratio of operating profit to sales (in each case before or after taxes and before or after allocation of corporate overhead and bonuses); (iv) net income; earnings per share; (v) adjusted earnings (including earnings before taxes, earnings before interest and taxes, or earnings before interest, taxes, depreciation and amortization); (vi) cash flow from operations; free cash flow; (vii) return on equity, assets, net assets, total capital, or total invested capital; economic value added models or equivalent metrics; (viii) share price; total shareholder return (in each case either absolutely or as compared with a peer group or stock market index); (ix) financial statement items such as cash, total debt, shareholders’ equity, working capital, material costs and engineering, selling and administrative expenses(in each case either absolutely or in proportion to another financial statement item such as assets or sales); or (x) implementation, completion or attainment of measurable objectives with respect to specific operational goals and targets, such as: (A) environmental, health and/or safety goals (including lost workday rates); (B) customer satisfaction; (C) inventory turns; (D) lead time; (E) on-time delivery; (F) purchase price index; (G) days sales outstanding; (H) quality; (I) research and development, (J) specific products/projects (including new product introductions); and (K) recruitment or retention of personnel. For any such Awards, the Committee may determine whether or not to adjust any such goals during or after the applicable performance period to take into consideration and/or mitigate the impact of any gains or losses, reserves or other charges to earnings, accounting changes, acquisitions, dispositions and/or divestitures (“special items”), including any of the following that occur during the applicable performance period: (i) asset write-downs or impairment charges; (ii) litigation or claim costs, judgments or settlements, including asbestos claims and defense costs; (iii) Superfund environmental costs; (iv) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results; (v) restatements occurring as a result of errors that arise from events other than fraud or other misconduct; (vi) provisions for reorganization and restructuring programs; (vii) nonrecurring items as described in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year; (viii) acquisitions or divestitures; and (ix) foreign exchange gains and losses.

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(c) As soon as practicable after the Date of Grant of a Restricted Share Award by the Committee, the Company shall cause to be transferred on the books of the Company or its agent, Shares, registered on behalf of the Participant, evidencing the Restricted Shares covered by the Award, subject to forfeiture to the Company as of the Date of Grant if an Award Agreement with respect to the Restricted Shares covered by the Award is not duly executed by the Participant and timely returned to the Company. Until the lapse or release of all restrictions applicable to an Award of Restricted Shares the share certificates representing such Restricted Shares may be held in custody by the Company or its designee, in physical or book entry form, or, if the certificates bear a restrictive legend, by the Participant. Upon the lapse or release of all restrictions with respect to an Award as described in Section 8(d), one or more share certificates, registered in the name of the Participant, for an appropriate number of Shares as provided in Section 8(e), free of any restrictions set forth in the Plan and the related Award Agreement shall be delivered to the Participant.

(d) Beginning on the Date of Grant of a Restricted Share Award and subject to execution of the related Award Agreement as provided in Section 8(c), and except as otherwise provided in such Award Agreement, the Participant shall become a stockholder of the Company with respect to all Shares subject to a Restricted Share Award Agreement and shall have all of the rights of a stockholder, including, but not limited to, the right to vote such Shares and the right to receive dividends; provided, however, that any Shares or other securities distributed as a dividend or otherwise with respect to any Restricted Shares as to which the restrictions have not yet lapsed, shall be subject to the same restrictions as such Restricted Shares and held or restricted as provided in Section 8(c).

(e) Upon expiration or earlier termination of the forfeiture period without a forfeiture and the satisfaction of or release from any other conditions prescribed by the Committee, or at such earlier time as provided under the provisions of Section 3(a) (regarding the Committee’s discretion to waive vesting conditions), the restrictions applicable to the Restricted Shares shall lapse. As promptly as administratively feasible thereafter, subject to the requirements of Section 12(o) (regarding tax withholding), the Company shall deliver to the Participant or, in case of the Participant’s death, to the Participant’s Beneficiary, one or more share certificates for the appropriate number of Shares, free of all such restrictions, except for any restrictions that may be imposed by law.

(f) As soon as practicable after the Date of Grant of a Restricted Share Unit Award by the Committee, the Company shall cause to be entered upon its books a notional account for the Participant’s benefit indicating the number of Restricted Share Units awarded, subject to forfeiture as of the Date of Grant if an Award Agreement with respect to the Restricted Share Units covered by the Award is not duly executed by the Participant and timely returned to the Company. Until the lapse or release of all restrictions applicable to a Restricted Share Unit Award, no Shares shall be issued in respect of such Awards and no Participant shall have any rights as a stockholder of the Company with respect to the Shares covered by such Restricted Share Unit Award, including the right to vote such Shares and the right to receive dividends; provided, that the Committee may, in its sole discretion, award a Participant dividend equivalents with respect to a Restricted Share Unit Award in accordance with Section 12(h) of the Plan.

(g) Upon expiration or earlier termination of the forfeiture period without a forfeiture and the satisfaction of or release from any other conditions prescribed by the Committee, or at such earlier time as provided under the provisions of Section 3(a) (regarding the Committee’s discretion to waive vesting conditions), the restrictions applicable to the Restricted Share Units shall lapse. As promptly as administratively feasible thereafter, subject to the requirements of

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Section 12(o) (regarding tax withholding), the Company shall deliver to the Participant or, in case of the Participant’s death, to the Participant’s Beneficiary, either (i) a cash payment equal to the number of Restricted Share Units as to which such restrictions have lapsed multiplied by the Fair Market Value of a Share as of the date the restrictions lapsed, or, (ii) solely in the Committee’s discretion, one or more share certificates registered in the name of the Participant, for the appropriate number of Shares, free of all restrictions, except for any restrictions that may be imposed by law.

(h) None of the Restricted Shares or Restricted Share Units may be assigned or transferred (other than by will or the laws of descent and distribution or to an inter vivos trust with respect to which the Participant is treated as the owner under Sections 671 through 677 of the Code), pledged or sold prior to the lapse of the restrictions applicable thereto.

(i) A Participant’s Restricted Share or Restricted Share Unit Award shall not be contingent on any payment by or consideration from the Participant other than the rendering of services.

(j) Restricted Shares shall be forfeited and returned to the Company, and Restricted Share Units shall be forfeited, and all rights of the Participant with respect to such Restricted Shares or Restricted Share Units shall terminate unless the Participant continues in the service of the Company or a Subsidiary until the expiration of the forfeiture period for such Restricted Share or Restricted Share Unit Award and satisfied any and all other conditions set forth in the Award Agreement. The Committee shall determine the forfeiture period (which may, but need not, lapse in installments) and any other terms and conditions applicable with respect to any Restricted Share or Restricted Share Unit Award.

9. OTHER STOCK-BASED AWARDS

(a) The Committee may grant to any Participant one or more other stock-based Awards, including without limitation stock purchase rights, Awards of Shares, or Awards valued in whole or in part by reference to, or otherwise based on, Common Stock. The Committee shall have sole and complete authority to determine the persons to whom and the time or times at which such Awards shall be made, the number of Shares to be granted pursuant to such Awards, and all such other terms and subject to such conditions, not inconsistent with the terms of this Plan, as may be established by the Committee.

(b) In addition to the terms and conditions specified in the Award Agreement, Awards made pursuant to this Section 9 shall be subject to the following:

(i) Any Common Stock subject to Awards made under this Section 9 may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date on which the Shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses;

(ii) If specified by the Committee in the Award Agreement, the recipient of an Award under this Section 9 shall be entitled to receive, currently or on a deferred basis, interest or dividends or dividend equivalents with respect to the Common Stock or other securities covered by the Award, provided that for any such Award that becomes earned based on a performance condition, any such dividends or dividend equivalents shall be earned by the Participant only to the extent the underlying Award is earned; and

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(iii) The Award Agreement with respect to any Award shall contain provisions dealing with the disposition of such Award in the event of the Participant’s termination of service with the Company or its Subsidiary prior to the exercise, payment or other settlement of such Award, whether such termination occurs because of retirement, disability, death or other reason, with such provisions to take account of the specific nature and purpose of the Award.

10. ADJUSTMENTS TO REFLECT CAPITAL CHANGES; CHANGE IN CONTROL

(a) In the event of any corporate event or transaction (including, but not limited to, a change in the Common Stock or the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, a combination or exchange of Common Stock, dividend in kind, or other like change in capital structure, number of outstanding Shares, distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, the Committee, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall make equitable and appropriate adjustments and substitutions, as applicable, to or of the number and kind of shares subject to outstanding Awards, the Exercise Price for such shares, the number and kind of shares available for future issuance under the Plan, and other determinations applicable to outstanding Awards, including with respect to any applicable performance goals. The Committee shall have the power and sole discretion to determine the amount of the adjustment to be made in each case.

(b) In addition, in the event that the Company is a party to a Merger, outstanding Awards shall be subject to the agreement of merger or reorganization. Such agreement may provide, without limitation, for the continuation of outstanding Awards by the Company (if the Company is a surviving corporation), for their assumption by the surviving corporation or its parent or subsidiary, for the substitution by the surviving corporation or its parent or subsidiary of its own awards for such Awards, for accelerated vesting and accelerated expiration, or for settlement in cash or cash equivalents.

(c) In addition, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges, the Committee may, in its sole discretion, at the time an Award is made hereunder or at any time prior to, coincident with or after the time of a Change in Control take one of the following actions which shall apply only upon the occurrence of a Change in Control or, if later, upon the action being taken:

(i) provide for the acceleration of any time periods, or the waiver of any other conditions, relating to the vesting, exercise, payment or distribution of an Award so that any Award to a Participant whose employment or other service relationship has been terminated as a result of a Change in Control may be vested, exercised, paid or distributed in full on or before a date fixed by the Committee, and in connection therewith the Committee may (i) provide for an extended period to exercise Options (not to exceed the original Option term) and (ii) determine the level of attainment of any applicable performance goals;

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(ii) provide for the purchase of any Awards from a Participant whose employment or other service relationship has been terminated as a result of a Change in Control, upon the Participant’s request, for an amount of cash equal to the amount that could have been obtained upon the exercise, payment or distribution of such rights had such Award been currently exercisable or payable; or

(iii) cause the Awards then outstanding to be assumed, or new rights substituted therefore, by the surviving corporation in such Change in Control.

For purposes of sub-paragraphs (i) and (ii) above, any Participant whose employment or other service relationship is either (A) terminated by the Company other than for “cause,” or (B) terminated by the Participant for “good reason” (each as defined in the applicable Award Agreement), in either case upon, or on or prior to the second anniversary of, a Change in Control, shall be deemed to have been terminated as a result of the Change in Control.

11. AMENDMENT AND TERMINATION

(a) This Plan may be amended or terminated at any time by the Board except with respect to any Awards then outstanding, and any Award granted under this Plan may be terminated at any time with the consent of the Participant. The Board may make such changes in and additions to this Plan as it may deem proper and in the best interest of the Company; provided, however, that no such action shall, without the consent of the Participant, materially impair any Award theretofore granted under this Plan; and provided, further, that no such action shall be taken without the approval of the stockholders of the Company if such stockholder approval is required under applicable law or the rules of the New York Stock Exchange. Notwithstanding any provision herein to the contrary, the repricing of Options or Stock Appreciation Rights is prohibited without prior approval of the Company’s stockholders. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following): (A) changing the terms of an Option or Stock Appreciation Right to lower its Purchase or Exercise Price, as applicable; (B) any other action that is treated as a “repricing” under generally accepted accounting principles; and (C) repurchasing for cash or canceling an Option or Stock Appreciation Right at a time when its Purchase or Exercise Price, as applicable, is greater than the Fair Market Value of the underlying Shares in exchange for another Award, unless the cancellation and exchange occurs in connection with a change in capitalization or similar change under Section 10 above. Such cancellation and exchange would be considered a “repricing” regardless of whether it is treated as a “repricing” under generally accepted accounting principles and regardless of whether it is voluntary on the part of the Participant. Notwithstanding anything contained herein, the Board may amend or revise this Plan to comply with applicable laws or governmental regulations.

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12. GENERAL PROVISIONS

(a) Each Award granted under this Plan shall be evidenced by an Award Agreement containing such terms and conditions as the Committee may require, and no person shall have any rights under any Award granted under this Plan unless and until such Award Agreement has been executed and delivered by the Participant and the Company. Notwithstanding the foregoing, the Committee may in its discretion determine not to evidence one or more Adjusted Spin-Off Awards with an Award Agreement, and instead rely on the terms memorialized in the award agreement for the original Crane Holdings Co., Equity Compensation Award to which such Adjusted Spin-Off Award relates, as adjusted in accordance with the Employee Matters Agreement.

(b) In the event of any conflict between the terms of this Plan and any provision of any Award Agreement, the terms of this Plan shall be controlling.

(c) No Participant or other person shall have any claim or right to be granted an Award under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employment or any other service relationship with the Company or any of its Subsidiaries. Unless otherwise agreed by contract, the Company reserves the right to terminate its employment or other service relationship with any person at any time and for any reason.

(d) Income realized as a result of a grant or an exercise of any Award under this Plan shall not be included in the Participant’s earnings for the purpose of any benefit plan in which the Participant may be enrolled or for which the Participant may become eligible unless otherwise specifically provided for in such plan.

(e) The obligation of the Company to sell and deliver Shares with respect to any Award granted hereunder shall be subject to, as deemed necessary or appropriate by counsel for the Company, and the Committee shall have the sole discretion to impose such conditions, restrictions and limitations (including suspending exercises of Options or Stock Appreciation Rights and the tolling of any applicable exercise period during such suspension) on the issuance of Common Stock with respect to any Award unless and until the Committee determines that such issuance complies with (i) all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without limitation, the effectiveness of a registration statement under the Securities Act of 1933, and (ii) the condition that such Shares shall have been duly listed on such stock exchanges as the Common Stock is then listed.

(f) Anything in this Plan to the contrary notwithstanding, it is expressly agreed and understood that if any one or more provisions of this Plan shall be illegal or invalid such illegality or invalidity shall not invalidate this Plan or any other provisions thereof, but this Plan shall be effective in all respects as though the illegal or invalid provisions had not been included.

(g) All determinations made and actions taken pursuant to the Plan shall be governed by the laws of the State of Delaware, other than the conflict of laws provisions thereof, and construed in accordance therewith.

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(h) For any Award granted under the Plan other than an Option or a Stock Appreciation Right, the Committee shall have the discretion, upon the Date of Grant or thereafter, to provide for the payment of dividend equivalents to the Participant in connection with such Award or to establish a Dividend Equivalent Account with respect to the Award, and the applicable Award Agreement or an amendment thereto shall confirm the terms of such arrangement. For purposes of payment of dividend equivalents or settlement of any Dividend Equivalent Account, the amount to be paid or otherwise settled shall be rounded to the nearest one-hundredth of a dollar ($0.01). If a Dividend Equivalent Account is established, the following terms shall apply:

(i) Dividend Equivalent Accounts shall be subject to such terms and conditions as the Committee shall determine and as shall be set forth in the applicable Award Agreement. Such terms and conditions may include, without limitation, for the Participant’s Account to be credited as of the record date of each cash dividend on the Common Stock with an amount equal to the cash dividends which would be paid with respect to the number of Shares then covered by the related Award if such Shares had been owned of record by the Participant on such record date.

(ii) Dividend Equivalent Accounts shall be established and maintained only on the books and records of the Company and no assets or funds of the Company shall be set aside, placed in trust, removed from the claims of the Company’s general creditors, or otherwise made available until such amounts are actually payable as provided hereunder.

(iii) Dividend equivalents credited to a Dividend Equivalent Account with respect to any Award that becomes earned based on a performance condition shall be earned by the Participant only to the extent the underlying Award is earned.

(i) As a condition to receipt of any Award under the Plan, a Participant shall agree, upon demand of the Company, to do all acts and execute, deliver and perform all additional documents, instruments and agreements which may be reasonably required by the Company, to implement the provisions and purposes of the Plan.

(j) Awards under the Plan may be granted to such employees or Non-Employee Directors of the Company and its Subsidiaries who are residing in foreign jurisdictions as the Committee in its sole discretion may determine from time to time. The Committee may adopt such supplements or subplans to the Plan as may be necessary or appropriate to comply with the applicable laws of such foreign jurisdictions and to afford Participants favorable treatment under such laws; provided, however, that no Award shall be granted under any such supplement with terms or conditions inconsistent with the provision set forth in the Plan.

(k) All notices, elections, requests, demands and all other communications required or permitted by the Committee, the Company or a Participant under the Plan shall be delivered personally, by intraoffice mail, by fax, by electronic mail or other electronic means, or via a postal service, postage prepaid, to such electronic mail or postal address and directed to such person as the Company may notify the Participant from time to time; and to the Participant at the Participant’s electronic mail or postal address as shown on the records of the Company from time to time, or at such other electronic mail or postal address as the Participant, by notice to the Company, may designate in writing from time to time.

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(l) If a Participant or any Beneficiary entitled to receive a payment under this Plan is, in the judgment of the Committee, physically, mentally or legally incapable of receiving or acknowledging receipt of the payment, and no legal representative has been appointed for the individual, the Company may (but is not required to) cause the payment to be made to any one or more of the following as may be chosen by the Company: (i) the Participant’s designated Beneficiary (in the case of the Participant’s incapacity); (ii) the institution maintaining the Participant or the Beneficiary; (iii) a custodian under the Uniform Transfers to Minors Act of any state (in the case of the incapacity of a beneficiary); or (iv) the spouse, children, parents or other relatives by blood or marriage of the Participant or the Participant’s Beneficiary. The Company is not required to ensure the proper application of any payment so made, and any such payment completely discharges all claims under this Plan against the Company to the extent of the payment.

(m) The Plan is intended to comply with the requirements of Section 409A of the Code to the extent an Award is intended to be subject to, or otherwise be exempt from, Section 409A. Consistent with that intent, the Plan shall be interpreted in a manner consistent with Section 409A and in the event that any provision that is necessary for the Plan to comply with Section 409A is determined by the Committee, in its sole discretion, to have been omitted, such omitted provision shall be deemed included herein and is hereby incorporated as part of the Plan. In addition, and notwithstanding any provision of the Plan to the contrary, the Company reserves the right to amend the Plan or any Award granted under the Plan, by action of the Committee, without the consent of any affected Participant, to the extent deemed necessary or appropriate for purposes of maintaining compliance with Section 409A of the Code and the regulations promulgated thereunder. Notwithstanding anything to the contrary in the Plan, to the extent required to avoid accelerated taxation and additional taxes or penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6) month period immediately following the Participant’s separation from service with the Company shall instead be paid on the first payroll date after the six (6)-month anniversary of the Participant’s separation from service (or the Participant’s death, if earlier). Notwithstanding the foregoing, neither the Company nor the Committee shall have any obligation to take any action to prevent the assessment of any additional tax or penalty on any Participant under Section 409A of the Code and neither the Company nor the Committee will have any liability to any Participant for such tax or penalty.

(n) To the extent that this Plan provides for or otherwise refers to issuance of certificates to reflect the transfer of Shares pursuant to the terms of an Award, the transfer of such Shares may be effected, in the Company’s discretion, on a book entry or such other noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange on which such Shares are listed.

(o) The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy Federal, state, local or other applicable taxes (including the Participant’s FICA obligation or other social taxes) required by law to be withheld with respect to any taxable event arising as a result of this Plan. The Company may cause any such tax withholding obligation to be satisfied by the Company withholding Shares otherwise deliverable in connection with the Award that have a fair market value on the date the tax is to be determined not to exceed the maximum statutory total tax which could be imposed on the transaction. In the alternative, the Company may permit Participants to elect to satisfy the tax

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withholding obligation, in whole or in part, by either (i) having the Company withhold Shares having a fair market value on the date the tax is to be determined in an amount not to exceed the maximum statutory total tax which could be imposed on the transaction or (ii) tendering previously acquired, unencumbered Shares having an aggregate fair market value in an amount not to exceed the maximum statutory total tax which could be imposed on the transaction. All such elections shall be made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

(p) All Awards made under the Plan (whether vested or unvested) are subject to rescission, cancellation or recoupment, in whole or in part, under any current or future “clawback” or similar policies of the Company or its Subsidiary that are applicable to the Participant. Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and “clawback” as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement. The Awards, and any Shares associated therewith, shall be subject to the Company’s (or its Subsidiaries’) stock ownership, securities trading, anti-hedging and other similar policies, as in effect from time to time. In the case of a Participant that holds an Adjusted Spin-Off Award, which Participant provides services to Crane NXT, Co. or its affiliates immediately after the Effective Time, but does not provide services to the Company or its Subsidiaries immediately after the Effective Time, this provision shall be read so as to apply to policies that are maintained by Crane NXT, Co. and its affiliates.

(q) Notwithstanding anything in this Plan to the contrary, the terms and conditions of the Plan will apply to Adjusted Spin-Off Awards only to the extent that such terms and conditions are not inconsistent with the treatment of such Awards under the terms of the Employee Matters Agreement.

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EX-10.8

Exhibit 10.8

CRANE CO.

PENSION BENEFIT EQUALIZATION PLAN

Adopted February 25, 2008

PREAMBLE

On February 25, 2008, Crane Co., a Delaware corporation (the “Company”), established this nonqualified deferred compensation plan referred to as the Crane Co. Pension Benefit Equalization Plan (the “Plan”) for the benefit of designated employees of the Company.

It is intended that the Plan be exempt from the reporting, disclosure, participation, vesting, funding and fiduciary responsibility requirements of Title I of the Employee Retirement Income Security Act of 1974 because it is an unfunded plan maintained by an employer for the purpose of providing benefits for a select group of management or highly compensated employees.

ARTICLE I

DEFINITIONS

The following words and phrases when used in the Plan shall have the meanings indicated in this Article I. Unless indicated otherwise, references herein to articles and sections are to articles and sections of the Plan.

“Accrued Benefit” has the same meaning as set forth in the Pension Plan.

“Actuarial Equivalent” has the same meaning as set forth in the Pension Plan.

“Beneficiary” means the Participant’s surviving spouse or such other individual entitled to receive a survivor or death benefit with respect to the Participant’s Accrued Benefit under the Pension Plan.

“Board” means the Board of Directors of the Company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means a committee appointed by the Board to act as the Plan Administrator of the Plan. If a Committee is not appointed, then the Board shall be the Committee.

“Company” means Crane Co., and any entity that acquires or succeeds to all or substantially all of the Company’s business or assets and any successor to any such entity.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

“Participant” means an employee of the Company who is designated for participation in accordance with Section 2.1.

“Pension Plan” means the Pension Plan for All Eligible Employees of Crane Co., as effective January 1, 2003 and as amended from time to time, and any successor defined benefit plan.

“Plan” means this Crane Co. Pension Benefit Equalization Plan, as set forth herein and as amended from time to time.

“Retirement Benefit” means the applicable Single Life Annuity benefit described in Article III.

“Retirement Shares” is defined in Section 3.1 of the Plan.

“Separation from Service” means a Participant’s death, disability, retirement or other termination of employment with the Company and its subsidiaries; provided, however, that, for purposes of this definition, the employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence (such as temporary employment by the government) if the period of such leave does not exceed six months, or if longer, so long as the Participant’s right to reemployment with the Company is provided either by statute or by contract. If the period of leave exceeds six months and the Participant’s right to reemployment is not provided either by statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. The term “Separation from Service” shall be interpreted and applied in accordance with Section 409A of the Code and any regulations or other guidance thereunder.

“Single Life Annuity” means, with respect to a Participant, a form of payment under which the benefit is paid in monthly installments commencing as set forth in Section 4.1 and continuing for the lifetime of the Participant.

“Term Certain Life Annuity” means, with respect to a Participant, a form of payment that is the Actuarial Equivalent of a Participant’s Retirement Benefit and under which the benefit is paid in monthly installments commencing as set forth in Section 4.1 and continuing for the longer of (a) the lifetime of the Participant or (b) a specified term, denoted as a number of months equivalent to either 5 years, 10 years or 15 years. In the event that the Participant dies before having received payment for the specified term, the remaining installment payments that would have been paid to the Participant had the Participant survived to the end of the specified term shall be payable to such Participant’s Beneficiary.

“50% Joint and Survivor Annuity” means, with respect to a Participant, a form of payment that is the Actuarial Equivalent of a Participant’s Retirement Benefit and under which the benefit is paid in monthly installments commencing as set forth in Section 4.1 and continuing for the lifetime of the Participant, with 50% of such amount being paid to the Participant’s Beneficiary for so long as the Beneficiary survives after the Participant’s death.

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“75% Joint and Survivor Annuity” means, with respect to a Participant, a form of payment that is the Actuarial Equivalent of a Participant’s Retirement Benefit and under which the benefit is paid in monthly installments commencing as set forth in Section 4.1 and continuing for the lifetime of the Participant, with 75% of such amount being paid to the Participant’s Beneficiary for so long as the Beneficiary survives after the Participant’s death.

“100% Joint and Survivor Annuity” means, with respect to a Participant, a form of payment that is the Actuarial Equivalent of a Participant’s Retirement Benefit and under which the benefit is paid in monthly installments commencing as set forth in Section 4.1 and continuing for the lifetime of the Participant, with 100% of such amount being paid to the Participant’s Beneficiary for so long as the Beneficiary survives after the Participant’s death.

ARTICLE II

PARTICIPATION AND DISTRIBUTION ELECTIONS

2.1 Participation. The Participants in the Plan shall consist of the individuals set forth on the attached Schedule A, and such other employees of the Company who are selected by the Committee from time to time for participation. After the Committee approves participation for an individual, the Company shall provide the individual with a notice of participation.

2.2 Initial Distribution Elections.

(a) General Rule. Within thirty (30) days of commencing participation in the Plan, or at such later date and under such conditions as may be permitted under Section 409A of the Code and any guidance of the Internal Revenue Service thereunder, the Participant may elect, in such form or by such method as may be authorized by the Committee, (i) a form of distribution of the Participant’s Retirement Benefit in one of the optional forms of benefit described in Section 4.1(c) instead of the normal form of distribution as set forth in Section 4.1(b), and (ii) to designate a different commencement date, subject to compliance with Section 409A’s payment date requirements, for payment of the Participant’s Retirement Benefit than the date specified in Section 4.1(a).

(b) New Payment Elections by December 31, 2008. Notwithstanding the provisions of Section 2.2(a), a Participant may file the election described in Section 2.2(a) at any time on or before December 31, 2008 and such election shall be immediately effective; provided, that no election made under this Section 2.2(b) shall (i) affect any payment that would otherwise be made under the terms of the Plan during the 2008 calendar year, or (ii) cause any payment that would otherwise be payable later than the 2008 calendar year to be made during the 2008 calendar year.

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2.3 Subsequent Elections.

A Participant may elect, in such form or by such method as may be authorized by the Committee, (a) to change the form of payment provided under Section 4.1(b) or as previously-elected by the Participant in accordance with Section 4.1(c), and (b) to change the commencement date provided under Section 4.1(a) or as previously-elected by the Participant to a later commencement date; provided, however, that, except as may be otherwise permitted by the Committee consistent with the requirements of Section 409A of the Code and any guidance of the Internal Revenue Service thereunder, any election by a Participant under (b) above to change the commencement date of his or her Retirement Benefit shall be subject to the following requirements: (i) the election must not take effect until at least 12 months after the date on which the election is made; (ii) the commencement date elected must be at least 5 years later than the commencement date otherwise applicable under Section 4.1 (a) or the existing election; and (iii) the election may not be made less than 12 months prior to the commencement date otherwise applicable under Section 4.1(a) or the existing election.

ARTICLE III

RETIREMENT AND DEATH BENEFITS

3.1 Normal Retirement Benefit

A Participant who has a Separation from Service for any reason other than death shall receive a Retirement Benefit, payable at the time and in the form set forth in Article IV, equal to (i), reduced by (ii) and (iii), where:

(i) equals the Participant’s monthly Accrued Benefit, in the form of a Single Life Annuity, as of the Participant’s Separation from Service, determined in accordance with the provisions of the Pension Plan but without applying the limitations imposed by Sections 401(a)(17) and 415 of the Code;

(ii) equals the Participant’s monthly Accrued Benefit, in the form of a Single Life Annuity, as of the Participant’s Separation from Service, determined in accordance with the provisions of the Pension Plan; and

(iii) equals the credited value of certain shares of the Company’s common stock, which were awarded to the Participant for service prior to the Effective Date of this Plan and subject to certain forfeiture and other restrictions (the “Retirement Shares”), as set forth opposite such Participant’s name in the attached Schedule B; provided, however, that if, on or prior to the date the Participant’s Retirement Benefit is determined hereunder, the Participant forfeits

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some or all of such Retirement Shares under the terms of the applicable award agreements, the amount of the credited value attributed to the Participant for such Retirement Shares under Schedule B shall be reduced by the Committee in an appropriate and equitable manner to reflect such forfeiture.

3.2 Death Benefit

If a Participant dies prior to commencing a distribution of the Participant’s Retirement Benefit, the Participant’s Beneficiary shall receive a death benefit under this Plan in lieu of any benefit payable under Section 3.1. Such death benefit shall be payable at the time and in the form set forth in Article IV and shall be equal to one-half (1/2) of the Retirement Benefit calculated under Section 3.1 and determined as of the date of the Participant’s death, or if the Participant had incurred a Separation from Service prior to his or her death, the date of such Separation from Service.

3.3 Assumptions

For purposes of the Plan, all actuarial calculations shall be based on the same actuarial assumptions and methods used for purposes of the Pension Plan at the time such calculations are performed.

ARTICLE IV

TIMING AND FORM OF RETIREMENT BENEFIT

4.1 Timing and Form of Payment

(a) Timing of Distribution. Unless the Participant has elected, in accordance with Article II, a different commencement date, the Participant’s Retirement Benefit under Section 3.1 shall be paid or commenced as soon as practicable on the later of (a) the first day of the seventh calendar month following the month that includes the date of the Participant’s Separation from Service, and (b) the first day of the month following the month in which the Participant attains age sixty-five (65).

(b) Normal Form of Benefit. Unless the Participant has elected, in accordance with Article II, an optional form of distribution provided under Section 4.1(c), and subject to the provisions of Section 4.2, the applicable Retirement Benefit shall be paid as a Single Life Annuity.

(c) Optional Forms of Benefit. In accordance with the election requirements of Article II, a Participant may file a written election to receive the Participant’s Retirement Benefit in one of the following optional forms in lieu of the Single Life Annuity set forth in Section 4.1(b):

(i) a 100% Joint and Survivor Annuity;

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(ii) a 75% Joint and Survivor Annuity;

(iii) a 50% Joint and Survivor Annuity; or

(iv) a Term Certain Life Annuity, with a specified term of either 5 years, 10 years or 15 years.

4.2 Death Benefit.

A benefit paid under Section 3.2 as a result of the death of a Participant shall commence as soon as practicable following the Participant’s death. Such death benefit shall be paid in a Single Life Annuity to the Participant’s Beneficiary.

4.3 Certain Accelerated Payments. Notwithstanding the foregoing, the provisions of Section 4.1 shall not be applicable to a payment that becomes due under the following circumstances:

(a) QDROs

The time or schedule of a payment of a vested Retirement Benefit to an individual other than the Participant may be accelerated as may be necessary to fulfill the requirements of a domestic relations order (as defined in Code Section 414(p)(1)(B)).

(b) Payments Upon Income Inclusion Under Section 409A

The time or schedule of a payment of a vested Retirement Benefit to a Participant may be accelerated if at any time the Plan fails to meet the requirements of Section 409A of the Code and regulations and other guidance promulgated thereunder; provided, however, that any such payment shall not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Section 409A of the Code and the regulations and other guidance.

4.4. Vesting

A Participant shall have a fully vested interest in the Participant’s Retirement Benefit to the same extent and at the same time as the Participant attains full vesting of the Participant’s Accrued Benefit under the terms of the Pension Plan. To the extent a Participant is not vested in the Participant’s Retirement Benefit as of the date of the Participant’s Separation from Service in accordance with this provision, such Retirement Benefit shall be forfeited and the Participant shall have no further right or interest in such Retirement Benefit.

4.5 Effect of Separation from Service

If the Participant incurs a Separation from Service for any reason, the Participant shall cease to accrue any additional benefits under this Plan or to be an active participant in the Plan. The Participant’s reemployment with the Company following commencement of the Participant’s Retirement Benefit hereunder shall have no effect on payment of the Participant’s Retirement Benefit.

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ARTICLE V

ADMINISTRATION

5.1 Committee

(a) Responsibilities. The Plan shall be administered by the Committee. The Committee (and its delegates) shall have full discretionary authority to interpret and administer the Plan, make factual findings and determine the amount, if any, payable to any person under the Plan. The Committee’s (and its delegates) decision in any matter involving the interpretation and application of this Plan shall be final and binding on all parties; provided that the Committee may override any decision of a delegate within thirty business days of such decision. The Committee, the Company or any employee, officer or director of the Company or any of its affiliates shall not be liable for any action or determination made in good faith with respect to the Plan or the rights of any person under the Plan.

(b) Authority of Members. The Committee may authorize one or more of their number to execute or deliver any instrument, make any payment or perform any other act that the Plan authorizes or requires the Committee to do, including, without limitation, the retention of counsel and other agents as it may require in carrying out the provisions of the Plan.

(c) Authority to Delegate. Any responsibility or authority assigned to the Committee under this Article V may be delegated to any other person or persons, by name or in the case of a delegation to an employee of the Company or any of its affiliates by title or position with the Company, consistent with the by-laws or other procedures of the Committee, provided that such delegation is revocable by the Committee at any time, in its discretion.

(d) Records and Expenses. The Committee or its designees shall keep such records as may be necessary for the administration of the Plan and shall furnish such periodic information to Participants as it deems necessary or desirable, in the sole discretion of the Committee. All expenses of administering the Plan shall be paid by the Company and shall not affect a Participant’s right to, or the amount of, benefits.

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5.2 Claims Procedures

(a) General. All claims for benefits under the Plan shall be submitted to, and within 90 days thereafter decided in writing by, the Committee. If the Committee determines that an extension of time for processing the claim is required, the Committee may extend the date by which a decision is required to 180 days after the claim is submitted provided that the Committee provides written notice of the extension to the claimant prior to the termination of the initial 90-day period, including the special circumstances requiring an extension of time and the date by which the Committee expects to render a decision.

(b) Information Provided Upon Denial of a Claim. Written notice of the decision on each claim shall be furnished reasonably promptly to the claimant. If the claim is wholly or partially denied, such written notice shall set forth (i) the specific reason or reasons for the denial, (ii) reference to the specific Plan provisions on which the denial is based, (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary, and (iv) a description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA, as amended, following the denial of a claim on review.

(c) Appeals Procedure. A claimant may request a review by the Committee of a decision denying a claim in writing within 60 days following receipt of the denial. All such reviews shall be decided in writing by the Committee within 60 days after receipt of the request for review. If the Committee determines that an extension of time for processing the review is required, the Committee may extend the date by which a decision is required to 120 days after the request for review is submitted provided that the Committee provides written notice of the extension to the claimant prior to the termination of the initial 60-day period, including the special circumstances requiring an extension of time and the date by which the Committee expects to render a decision.

(d) Review of Denied Claim. In connection with a review of a denied claim for benefits, a claimant shall (i) have the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits, and (ii) be provided, upon request, reasonable access to, and copies of all documents, records, and other information relevant to the claimant’s claim for benefits. The review of a denied claim shall take into account all comments, documents, records, and other information submitted by the claimant related to the claim, without regard to whether such information was submitted or considered in the initial review of the claim. If a claim is denied upon review, the written notice of the denial shall specify (i) the specific reason or reasons for the denial, (ii) reference to the specific Plan provisions upon which the denial is based, and (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits.

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(e) Authorized Representative. The claimant may, at his or her own expense, have an authorized representative to act on the claimant’s behalf in pursuing a benefit claim or appeal of the denial of the benefit. In order for a representative to be recognized as acting on behalf of the claimant, the claimant must provide in writing to the Committee the name, address and phone number of the claimant’s authorized representative and a statement that the representative is authorized to act in the claimant’s behalf concerning the claim for benefit, and if applicable, an appeal of the denial of the benefit.

(f) Limitations on Claims, Overpayments. No legal action with respect to a Participant’s or Beneficiary’s claim for benefits under the Plan may be commenced later than one year after the date of the final determination regarding the Participant’s or Beneficiary’s claim as provided under this Section. If there has been an overpayment of a benefit to a Participant or Beneficiary, such person, upon receipt of a written notice and explanation, shall promptly return the amount of the overpayment to the Company.

ARTICLE VI

FUNDING

The Plan is an unfunded arrangement. No portion of any funds of the Company or any of its subsidiaries shall be required to be set apart for a Participant or Beneficiary. The rights of a Participant or Beneficiary to the payment of the Retirement Benefit shall be limited to those of a general, unsecured creditor of the Company who has a claim equal to the value of the Participant’s Retirement Benefit. Retirement Benefits shall be payable from the general assets of the Company, and/or from any grantor trust or other funding vehicle that the Company, in its discretion, may establish consistent with the tax deferral objective of this Plan; provided, however, that no Participant or Beneficiary shall at any time have any right to all or any portion of the assets of or associated with any such trust or other funding vehicle.

ARTICLE VII

AMENDMENT AND TERMINATION

7.1 Amendment

The Committee shall have the right to amend the Plan for any reason, at any time and from time to time. No amendment of the Plan shall cause, without the Participant’s written consent, a reduction in the vested Retirement Benefit to which the Participant or the Participant’s Beneficiary would have been entitled as of the effective date of such amendment under the terms of this Plan absent such amendment. Furthermore, no amendment may result in an acceleration of benefit payment (except as may be permitted by Section 409A of the Code).

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7.2 Termination

The Company may, by action of the Board, terminate the Plan subject to the following provisions:

Upon termination of the Plan, Retirement Benefits accrued and vested as of the date of termination of the Plan shall be held, administered and distributed in accordance with the terms and conditions of the Plan as in effect on the date of Plan termination, except that: Retirement Benefits under the Plan may be distributed prior to the time required under Article V if all nonqualified deferred compensation arrangements sponsored by the Company and any company required to be aggregated with the Company under Section 414(b) and (c) of the Code that are treated, together with the Plan, as one arrangement under Section 409A of the Code, are terminated, subject to the following requirements: (i) no payments other than payments that would be payable under the terms of the Plan and such other arrangements if the termination had not occurred are made within 12 months of the termination of the Plan and such other arrangements, (ii) all payments under the Plan and such other arrangements are made within 24 months of the date of such termination, and (iii) neither the Company nor any company required to be aggregated with the Company under Section 414(b) or (c) of the Code adopts a new arrangement that would, with the Plan or any such other terminated arrangement, be treated as a single arrangement under Section 409A of the Code, at any time within three (3) years following the date of termination of the Plan and such other arrangements.

ARTICLE VIII

GENERAL PROVISIONS

8.1 Payments to Minors and Incompetents

If the Participant or any Beneficiary entitled to receive any benefits hereunder is a minor or is deemed by the Board or is adjudged to be legally incapable of giving valid receipt and discharge for such benefits, they will be paid to such person or institution as the Board may designate or to a duly appointed guardian. Such payment shall, to the extent made, be deemed a complete discharge of any such payment under the Plan.

8.2 No Contract

This Plan shall not be deemed a contract of employment with the Participant, and no provision hereof shall affect the right of the Company to terminate the Participant’s employment.

8.3 Non-Alienation of Benefits

No amount payable to, or held under the Plan for the account of, the Participant or any Beneficiary shall be subject, in any manner, to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void. No amount payable to, or held under the Plan for the account of, the Participant shall be subject to any legal process of levy or attachment.

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8.4 Income Tax Withholding

The Company may withhold from any payments hereunder such amount as it may be required to withhold under applicable federal, state or other income tax law, and transmit such withheld amounts to the appropriate taxing authority. In lieu thereof, the Company shall have the right, to the extent permitted by law, to withhold the amount of such taxes from any other sums due from the Company to the Participant upon such terms and conditions as the Committee may prescribe.

8.5 Governing Law

The provisions of the Plan shall be interpreted, construed and administered under the laws of the State of New York applicable to contracts entered into and performed in such state, without regard to the choice of law provisions thereof and to the extent that ERISA and other federal laws do not apply.

8.6 Captions

The captions contained in the Plan are inserted only as a matter of convenience and for reference and in no way define, limit, enlarge or describe the scope or intent of the Plan or in any way affect the construction of any provision of the Plan.

8.7 Severability

If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability will not affect any other provision of the Plan, and the Plan will be construed and enforced as if such provision had not been included.

8.8 Notices

The Participant shall be responsible for furnishing the Committee with the current and proper address for the mailing of notices and delivery of agreements and payments. Any notice required or permitted to be given shall be deemed given if directed to the person to whom addressed at such address and mailed by regular United States first class mail, postage prepaid. If any item mailed to such address is returned as undeliverable to the addressee, mailing shall be suspended until the Participant furnishes the proper address.

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8.9 Binding Nature; Assignability

This Plan shall be binding upon the successors and assigns of the Company. The rights or obligations of the Company under this Plan may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or a sale, liquidation or other disposition of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and assumes the liabilities, obligations and duties of the Company under this Plan, either contractually or as a matter of law.

8.10 Gender, Singular and Plural

All pronouns and variations thereof shall be deemed to refer to the masculine, feminine, or neuter, as the identity of the person(s) requires. As the context may require, the singular may be read as the plural and the plural as the singular.

8.11 409A Compliance

The Plan is intended to comply with the requirements of Section 409A of the Code. Consistent with that intent, the Plan shall be interpreted in a manner consistent with Section 409A and in the event that any provision that is necessary for the Plan to comply with Section 409A is determined by the Board, in its sole discretion, to have been omitted, such omitted provision shall be deemed included herein and is hereby incorporated as part of the Plan.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officer as of the 25^th day of February, 2008.

CRANE CO.
By:	/s/ Augustus I. duPont
Title:	Vice President, General Counsel and Secretary

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CRANE CO.

Pension Benefit Equalization Plan

Schedule A

The following individuals are the participants of the Plan as of the Effective Date:

Augustus I. duPont

Bradley L. Ellis

Eric C. Fast

Elise M. Kopczick

Thomas M. Noonan

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CRANE CO.

Pension Benefit Equalization Plan

Schedule B

Credits for Retirement Shares Awarded to Participants

Prior to the Effective Date of the Pension Benefit Equalization Plan

Participant	Credited Value of Retirement Shares ($)*
Augustus I. duPont		5,214.00
Bradley L. Ellis		2,141.21
Eric C. Fast		16,527.63
Elise M. Kopczick		7,356.46
Thomas M. Noonan		2,337.61

* Subject to reduction by the Committee to reflect forfeiture of some or all of such credited retirement shares under the terms of the applicable award agreements.

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EX-10.9

Exhibit 10.9

CRANE CO.

BENEFIT EQUALIZATION PLAN

Adopted February 25, 2008

As Amended and Restated Effective January 1, 2013

PREAMBLE

On February 25, 2008, Crane Co., a Delaware corporation (the “Company”), established a nonqualified deferred compensation plan referred to as the Crane Co. Pension Benefit Equalization Plan (the “Original Plan”) for the benefit of designated employees of the Company. Thereafter, the Board approved the amendment and restatement of the Original Plan as set forth herein, with the Original Plan being renamed the Crane Co. Benefit Equalization Plan, effective January 1, 2013 (the “Restated Effective Date”). This amended and restated version of the Plan completely replaces the Original Plan. Notwithstanding the foregoing, the rights and interests of any Participant whose Retirement Benefit distribution has commenced prior to the Restated Effective Date shall be determined in accordance with and subject to the terms of the Original Plan as in effect prior to the Restated Effective Date.

It is intended that the Plan be exempt from the reporting, disclosure, participation, vesting, funding and fiduciary responsibility requirements of Title I of the Employee Retirement Income Security Act of 1974 because it is an unfunded plan maintained by an employer for the purpose of providing benefits for a select group of management or highly compensated employees.

ARTICLE I

DEFINITIONS

The following words and phrases when used in the Plan shall have the meanings indicated in this Article I. Unless indicated otherwise, references herein to articles and sections are to articles and sections of the Plan.

“Accrued Benefit” has the same meaning as set forth in the Pension Plan, except that such Benefit shall be determined using the Participant’s Credited Service instead of actual Years of Service.

“Actuarial Equivalent” has the same meaning as set forth in the Pension Plan.

“Affiliate” means an entity in which the Company has a controlling interest or such entity has a controlling interest (as defined under Treasury Regulation Sec. 1.409A-1(b)(5)(iii)(E)(1)) in the Company, in either case directly or indirectly through one or more intermediaries.

“Beneficiary” means the Participant’s surviving spouse or such other individual or individuals entitled to receive a survivor or death benefit with respect to (i) in the case of the Participant’s Part A Retirement Benefit, all or any portion of the Participant’s Accrued Benefit under the Pension Plan, and (ii) in the case of the Participant’s Part B Retirement Benefit, all or any portion of the Participant’s vested account balance under the Savings Plan.

1

“Board” means the Board of Directors of the Company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the Management Organization and Compensation Committee of the Board.

“Company” means Crane Co., and any entity that acquires or succeeds to all or substantially all of the Company’s business or assets and any successor to any such entity.

“Credited Service” means the number of Years of Service credited to a Participant for purposes of determining his or her Part A Retirement Benefit, as set forth next to such Participant’s name in Schedule A hereto, which may be different from the Participant’s Years of Service as determined under the Pension Plan.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

“Excess Compensation” means the Participant’s “Compensation” (as defined in the Savings Plan) for the applicable Plan Year, reduced by the amount of the compensation limit under Section 401(a)(17) of the Code in effect for the applicable Plan Year ($255,000 for 2013).

“Participant” means an employee of the Company who is designated for participation in accordance with Section 2.1.

“Part A Retirement Benefit” means the applicable Single Life Annuity benefit described in Article III.

“Part B Retirement Account” means a bookkeeping account maintained by the Company to record the Company’s payment obligation to a Participant with respect to his or her accrued Part B Retirement Benefit under Article IV of the Plan.

“Part B Retirement Benefit” means the applicable lump sum benefit described in Article IV.

“Pension Plan” means the Pension Plan for All Eligible Employees of Crane Co., as effective January 1, 2003 and as amended from time to time, and any successor defined benefit plan.

“Permanent Disability” means a disability by bodily injury or disease, either occupational or nonoccupational in cause, for which the Participant qualifies and actually receives disability income benefits due to a permanent and total disability under either (i) the Federal Social Security Act or (ii) a long-term disability plan or policy sponsored by the Company or an Affiliate and that is issued, maintained or otherwise administered by a non-affiliated insurance company or other party.

2

“Plan” means this Crane Co. Benefit Equalization Plan, as amended and restated herein and as amended from time to time.

“Plan Year” means the calendar year.

“Retirement Benefit” means the aggregate benefits payable or which may be payable to a Participant under the Plan, consisting of any applicable Part A Retirement Benefit and any applicable Part B Retirement Benefit.

“Retirement Shares” is defined in Section 3.1 of the Plan.

“Savings Plan” means the Amended and Restated Crane Co. Savings and Investment Plan, as effective January 1, 2013 and as amended from time to time, and any successor plan.

“Separation from Service” means a Participant’s death, disability, retirement or other termination of employment with the Company and its subsidiaries; provided , however , that, for purposes of this definition, the employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence (such as temporary employment by the government) if the period of such leave does not exceed six months, or if longer, so long as the Participant’s right to reemployment with the Company is provided either by statute or by contract. If the period of leave exceeds six months and the Participant’s right to reemployment is not provided either by statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. The term “Separation from Service” shall be interpreted and applied in accordance with Section 409A of the Code and any regulations or other guidance thereunder.

“Single Life Annuity” means, with respect to a Participant, a form of payment under which the benefit is paid in monthly installments commencing as set forth in Section 3.4 and continuing for the lifetime of the Participant.

“Term Certain Life Annuity” means, with respect to a Participant, a form of payment that is the Actuarial Equivalent of a Participant’s Part A Retirement Benefit and under which the benefit is paid in monthly installments commencing as set forth in Section 4.1 and continuing for the longer of (a) the lifetime of the Participant or (b) a specified term, denoted as a number of months equivalent to either 5 years, 10 years or 15 years. In the event that the Participant dies before having received payment for the specified term, the remaining installment payments that would have been paid to the Participant had the Participant survived to the end of the specified term shall be payable to such Participant’s Beneficiary.

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“Vesting Service” means “Years of Service” credited to a Participant under the Savings Plan.

“Year of Service” has the same meaning as set forth in the Pension Plan.

“50% Joint and Survivor Annuity” means, with respect to a Participant, a form of payment that is the Actuarial Equivalent of a Participant’s Part A Retirement Benefit and under which the benefit is paid in monthly installments commencing as set forth in Section 3.4 and continuing for the lifetime of the Participant, with 50% of such amount being paid to the Participant’s Beneficiary for so long as the Beneficiary survives after the Participant’s death.

“75% Joint and Survivor Annuity” means, with respect to a Participant, a form of payment that is the Actuarial Equivalent of a Participant’s Part A Retirement Benefit and under which the benefit is paid in monthly installments commencing as set forth in Section 3.4 and continuing for the lifetime of the Participant, with 75% of such amount being paid to the Participant’s Beneficiary for so long as the Beneficiary survives after the Participant’s death.

“100% Joint and Survivor Annuity” means, with respect to a Participant, a form of payment that is the Actuarial Equivalent of a Participant’s Part A Retirement Benefit and under which the benefit is paid in monthly installments commencing as set forth in Section 3.4 and continuing for the lifetime of the Participant, with 100% of such amount being paid to the Participant’s Beneficiary for so long as the Beneficiary survives after the Participant’s death.

ARTICLE II

PARTICIPATION AND DISTRIBUTION ELECTIONS

2.1 Participation. The Participants in the Plan shall consist of the individuals eligible to receive a Part A Retirement Benefit, as set forth on the attached Schedule A, and individuals eligible to receive a Part B Retirement Benefit, as set forth on the attached Schedule B. In addition, the Committee may designate other employees of the Company or any Affiliate from time to time for participation and the names of such employees shall be added to the applicable Schedule. After the Committee approves participation for an individual, the Company shall provide the individual with a notice of participation.

2.2 Initial Distribution Elections.

(a) General Rule. Within thirty (30) days of commencing participation in the Plan with respect to either a Part A Retirement Benefit or a Part B Retirement Benefit, or at such later date and under such conditions as may be permitted under Section 409A of the Code and any guidance of the Internal Revenue Service thereunder, the Participant may elect, in such form or by such method as may be authorized by the Committee, (i)

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with respect to any Part A Retirement Benefit to which the Participant may be entitled, (A) a form of distribution of the Participant’s Part A Retirement Benefit in one of the optional forms of benefit described in Section 3.4(c) instead of the normal form of distribution as set forth in Section 3.4(b), and (B) to designate a different commencement date, subject to compliance with Section 409A’s payment date requirements, for payment of the Participant’s Part A Retirement Benefit than the date specified in Section 3.4(a), and (ii) with respect to any Part B Retirement Benefit to which the Participant may be entitled, to designate a different commencement date, subject to compliance with Section 409A’s payment date requirements, for payment of the Participant’s Part B Retirement Benefit than the date specified in Section 4.4.

(b) Existing Payment Elections Not Affected. Notwithstanding the provisions of Section 2.2(a), a Participant who was eligible to receive a Part A Retirement Benefit under this Plan prior to the Restated Effective Date shall not have any right to file a new election as described in Section 2.2(a)(i) due solely to the restatement of the Plan and his or her existing elections shall not otherwise be affected by the restatement of the Plan.

2.3 Subsequent Elections.

A Participant may elect, in such form or by such method as may be authorized by the Committee, (a) to change the form of payment with respect to a Part A Retirement Benefit provided under Section 3.4(b) or as previously-elected by the Participant in accordance with Section 3.4(c), and (b) to change the commencement date with respect to a Part A Retirement Benefit provided under Section 3.4(a) or as previously-elected by the Participant to a later commencement date, and (c) to change the commencement date with respect to a Part B Retirement Benefit provided under Section 4.4 or as previously-elected by the Participant to a later commencement date; provided, however, that, except as may be otherwise permitted by the Committee consistent with the requirements of Section 409A of the Code and any guidance of the Internal Revenue Service thereunder, any election by a Participant under (b) or (c) above to change the commencement date of his or her Part A or Part B Retirement Benefit shall be subject to the following requirements: (i) the election must not take effect until at least 12 months after the date on which the election is made; (ii) the commencement date elected must be at least 5 years later than the commencement date otherwise applicable under the Plan or an existing election; and (iii) the election may not be made less than 12 months prior to the commencement date otherwise applicable under the Plan or an existing election.

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ARTICLE III

PART A RETIREMENT BENEFITS

3.1 Part A Retirement Benefit

(a) Normal Retirement Benefit. An eligible Participant who has a Separation from Service for any reason other than death shall receive a Part A Retirement Benefit, payable at the time and in the form set forth in Section 3.4, equal to (i), reduced by (ii) and (iii), where:

(i) equals the Participant’s monthly Accrued Benefit, in the form of a Single Life Annuity, as of the Participant’s Separation from Service, determined in accordance with the provisions of the Pension Plan but without applying the limitations imposed by Sections 401(a)(17) and 415 of the Code;

(ii) equals the Participant’s monthly Accrued Benefit, in the form of a Single Life Annuity, as of the Participant’s Separation from Service, determined in accordance with the provisions of the Pension Plan; and

(iii) equals the credited value of certain shares of the Company’s common stock, which were awarded to the Participant for service prior to the Effective Date of this Plan and subject to certain forfeiture and other restrictions (the “Retirement Shares”), as set forth opposite such Participant’s name in the attached Schedule A; provided, however, that if, on or prior to the date the Participant’s Part A Retirement Benefit is determined hereunder, the Participant forfeits some or all of such Retirement Shares under the terms of the applicable award agreements, the amount of the credited value attributed to the Participant for such Retirement Shares under Schedule A shall be reduced by the Committee in an appropriate and equitable manner to reflect such forfeiture.

(b) Alternative Retirement Date. Notwithstanding the provisions of Section 3.1(a), if a Participant’s Separation from Service occurs (i) prior to the date the Participant is eligible to commence an unreduced normal retirement benefit under the Pension Plan, and (ii) on or after the date that the Participant has (A) attained age sixty-two (62), and (B) completed at least ten (10) Years of Service, the Participant’s Part A Retirement Benefit shall be calculated in accordance with the formula in Section 3.1(a), except that (x) the Participant’s monthly Accrued Benefit under Section 3.1(a)(i) will be determined without applying any early retirement reduction factor applicable under the Pension Plan, (y) the Participant’s monthly Accrued Benefit under Section 3.1(a)(ii) will be determined after applying any early retirement reduction factor applicable under the Pension Plan (provided, that no offset for the Pension Plan benefit will be applied under

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Section 3.1(a)(ii) for purposes of the benefit payable under this Section 3.1(b) until the date that Participant becomes entitled to commence a distribution of his or her Accrued Benefit under the terms of the Pension Plan), and (z) the Retirement Shares benefit under Section 3.1(a)(iii) will be determined by applying the same early retirement reduction factor that would be applicable under the Pension Plan.

(c) Benefit Freeze. Notwithstanding any other provision of this Plan, all Participants shall cease to accrue any additional Part A Retirement Benefit after December 31, 2012, in connection with the freezing of accrued benefits under the Pension Plan.

3.2 Death Benefit

If a Participant dies prior to commencing a distribution of the Participant’s Part A Retirement Benefit, the Participant’s Beneficiary shall receive a death benefit under this Plan in lieu of any benefit payable under Section 3.1. The death benefit shall be equal to one-half (1/2) of the Part A Retirement Benefit calculated under Section 3.1 and determined as of the date of the Participant’s death, or if the Participant had incurred a Separation from Service prior to his or her death, the date of such Separation from Service. Such death benefit shall be payable as soon as practicable following the Participant’s death in the form of a Single Life Annuity to the Participant’s Beneficiary.

3.3 Assumptions

For purposes of the Plan, all actuarial calculations shall be based on the same actuarial assumptions and methods used for purposes of the Pension Plan at the time such calculations are performed.

3.4 Timing and Form of Payment

(a) Timing of Distribution. Unless the Participant has elected, in accordance with Article II, a different commencement date, the Participant’s Part A Retirement Benefit under Section 3.1 shall be paid or commenced as soon as practicable on the later of (i) the first day of the seventh calendar month following the month that includes the date of the Participant’s Separation from Service, and (ii) the first day of the month following the month in which the Participant attains age sixty-five (65).

(b) Normal Form of Benefit. Unless the Participant has elected, in accordance with Article II, an optional form of distribution provided under Section 3.4(c), and subject to the provisions of Section 3.2, the applicable Part A Retirement Benefit shall be paid as a Single Life Annuity.

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(c) Optional Forms of Benefit. In accordance with the election requirements of Article II, a Participant may file a written election to receive the Participant’s Part A Retirement Benefit in one of the following optional forms in lieu of the Single Life Annuity set forth in Section 3.4(b):

(i) a 100% Joint and Survivor Annuity;

(ii) a 75% Joint and Survivor Annuity;

(iii) a 50% Joint and Survivor Annuity; or

(iv) a Term Certain Life Annuity, with a specified term of either 5 years, 10 years or 15 years.

3.5 Vesting

As of the Restated Effective Date, each eligible Participant shall have a fully vested interest in such Participant’s Part A Retirement Benefit.

3.7 Effect of Separation from Service

If a Participant incurs a Separation from Service for any reason, the Participant shall cease to accrue any additional benefits under this Plan or to be an active participant in the Plan. The Participant’s reemployment with the Company following commencement of the Participant’s Part A Retirement Benefit hereunder shall have no effect on payment of the Participant’s Part A Retirement Benefit.

ARTICLE IV

PART B RETIREMENT BENEFIT

4.1 Part B Retirement Account

The Part B Retirement Account is equal to the sum of Part B benefit credits allocated under Section 4.2, plus Interest Credits accumulated to the date of determination.

4.2 Part B Benefit Credits

(a) 2013 Plan Year Credits. For the Plan Year beginning on January 1, 2013, each Participant who is eligible under Schedule B to participate in the Part B Retirement Benefit program shall be entitled to a benefit credit under the Participant’s Part B Retirement Account equal to 2% of the Participant’s Excess Compensation for such Plan Year.

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(b) Subsequent Plan Years. For Plan Years beginning after December 31, 2013, each Participant who is eligible under Schedule B to participate in the Part B Retirement Benefit program for such Plan Year shall be entitled to a benefit credit under the Participant’s Part B Retirement Account equal to three percent (3%) of the Participant’s Excess Compensation for such Plan Year.

(c) Allocation of Benefit Credits. Except in the case of a Separation from Service, benefit credits to a Participant’s Part B Retirement Account shall be deemed to be allocated as of December 31 of the Plan Year to which the credit relates. Following a Separation from Service, and subject to the provisions of Section 4.6, benefit credits to a Participant’s Part B Retirement Account for the year in which the Separation from Service occurs shall be deemed to be allocated as of the date of the Participant’s Separation from Service.

4.3 Death Benefit

If a Participant dies prior to a distribution of the Participant’s Part B Retirement Benefit, the Participant’s Beneficiary shall receive a distribution of the balance allocated to the Participant’s Part B Retirement Account as of the date of the Participant’s death in lieu of any benefit payable under Section 4.1. For purposes of any such distribution, the balance allocated to Participant’s Part B Retirement Account shall include any credits to which the Participant would be entitled under Section 4.1 for the Plan Year in which the Participant dies. The distribution to the Participant’s Beneficiary shall be made no later than sixty (60) days following the date of Participant’s death.

4.4 Interest Credits

Each Participant’s Part B Retirement Account shall be credited with interest, compounded monthly, accrued at a rate equal to the average 10-year Treasury Constant Maturities for the month of December immediately preceding such Plan Year. Interest shall be credited each year until the earlier of the date of distribution and the end of such Plan Year.

4.5 Timing and Form of Payment

(a) Timing of Distribution. Unless the Participant has elected, in accordance with Article II, a later commencement date, the vested balance allocated to the Participant’s Part B Retirement Account shall be paid on the first day of the seventh calendar month following the month that includes the date of the Participant’s Separation from Service.

(b) Form of Benefit. The applicable Part B Retirement Benefit shall be paid in a single lump sum cash payment.

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4.6 Vesting

A Participant’s vested interest in his or her Part B Retirement Account shall be determined in accordance with the following table:

Participant’s Vesting Service	Vested Interest
Less than 1 year	0%
1 year but fewer than 2	20%
2 years but fewer than 3	40%
3 years but fewer than 4	60%
4 years but fewer than 5	80%
5 years or more	100%

Notwithstanding the foregoing, if a Participant has a Separation from Service by reason of death or Permanent Disability, the Participant shall be deemed to be fully vested in his or her Part B Retirement Account regardless of his or her Vesting Service.

4.7 Effect of Separation from Service

If a Participant incurs a Separation from Service for any reason, the unvested portion of the Participant’s Part B Retirement Account shall be forfeited as of the date of the Participant’s Separation from Service and the Participant shall have no further rights or interest with respect to such amounts. The Participant’s reemployment with the Company following distribution of the Participant’s Part B Retirement Benefit hereunder shall have no effect on payment of the Participant’s Part B Retirement Benefit.

ARTICLE V

ADMINISTRATION

5.1 Committee

(a) Responsibilities. The Plan shall be administered by the Committee. The Committee (and its delegates) shall have full discretionary authority to interpret and administer the Plan, make factual findings and determine the amount, if any, payable to any person under the Plan. The Committee’s (and its delegates) decision in any matter involving the interpretation and

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application of this Plan shall be final and binding on all parties; provided that the Committee may override any decision of a delegate within thirty business days of such decision. The Committee, the Company or any employee, officer or director of the Company or any of its affiliates shall not be liable for any action or determination made in good faith with respect to the Plan or the rights of any person under the Plan.

(b) Authority of Members. The Committee may authorize one or more of their number to execute or deliver any instrument, make any payment or perform any other act that the Plan authorizes or requires the Committee to do, including, without limitation, the retention of counsel and other agents as it may require in carrying out the provisions of the Plan.

(c) Authority to Delegate. Any responsibility or authority assigned to the Committee under this Article V may be delegated to any other person or persons, by name or in the case of a delegation to an employee of the Company or any of its affiliates by title or position with the Company, consistent with the by-laws or other procedures of the Committee, provided that such delegation is revocable by the Committee at any time, in its discretion.

(d) Records and Expenses. The Committee or its designees shall keep such records as may be necessary for the administration of the Plan and shall furnish such periodic information to Participants as it deems necessary or desirable, in the sole discretion of the Committee. All expenses of administering the Plan shall be paid by the Company and shall not affect a Participant’s right to, or the amount of, benefits.

5.2 Claims Procedures

(a) General. All claims for benefits under the Plan shall be submitted to, and within 90 days thereafter decided in writing by, the Committee. If the Committee determines that an extension of time for processing the claim is required, the Committee may extend the date by which a decision is required to 180 days after the claim is submitted provided that the Committee provides written notice of the extension to the claimant prior to the termination of the initial 90-day period, including the special circumstances requiring an extension of time and the date by which the Committee expects to render a decision.

(b) Information Provided Upon Denial of a Claim. Written notice of the decision on each claim shall be furnished reasonably promptly to the claimant. If the claim is wholly or partially denied, such written notice shall set forth (i) the specific reason or reasons for the denial, (ii) reference to the specific Plan provisions on which the denial is based, (iii) a description of any additional material or information necessary for the claimant to

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perfect the claim and an explanation of why such material or information is necessary, and (iv) a description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA, as amended, following the denial of a claim on review.

(c) Appeals Procedure. A claimant may request a review by the Committee of a decision denying a claim in writing within 60 days following receipt of the denial. All such reviews shall be decided in writing by the Committee within 60 days after receipt of the request for review. If the Committee determines that an extension of time for processing the review is required, the Committee may extend the date by which a decision is required to 120 days after the request for review is submitted provided that the Committee provides written notice of the extension to the claimant prior to the termination of the initial 60-day period, including the special circumstances requiring an extension of time and the date by which the Committee expects to render a decision.

(d) Review of Denied Claim. In connection with a review of a denied claim for benefits, a claimant shall (i) have the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits, and (ii) be provided, upon request, reasonable access to, and copies of all documents, records, and other information relevant to the claimant’s claim for benefits. The review of a denied claim shall take into account all comments, documents, records, and other information submitted by the claimant related to the claim, without regard to whether such information was submitted or considered in the initial review of the claim. If a claim is denied upon review, the written notice of the denial shall specify (i) the specific reason or reasons for the denial, (ii) reference to the specific Plan provisions upon which the denial is based, and (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits.

(e) Authorized Representative. The claimant may, at his or her own expense, have an authorized representative to act on the claimant’s behalf in pursuing a benefit claim or appeal of the denial of the benefit. In order for a representative to be recognized as acting on behalf of the claimant, the claimant must provide in writing to the Committee the name, address and phone number of the claimant’s authorized representative and a statement that the representative is authorized to act in the claimant’s behalf concerning the claim for benefit, and if applicable, an appeal of the denial of the benefit.

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(f) Limitations on Claims; Overpayments. No legal action with respect to a Participant’s or Beneficiary’s claim for benefits under the Plan may be commenced later than one year after the date of the final determination regarding the Participant’s or Beneficiary’s claim as provided under this Section. If there has been an overpayment of a benefit to a Participant or Beneficiary, such person, upon receipt of a written notice and explanation, shall promptly return the amount of the overpayment to the Company.

5.3 Certain Accelerated Payments. Notwithstanding any other provisions of the Plan to the contrary, the provisions of Sections 3.4 and 4.4 shall not be applicable to a payment that becomes due under the following circumstances:

(a) QDROs

The time or schedule of a payment of any Retirement Benefit to an individual other than the Participant may be accelerated as may be necessary to fulfill the requirements of a domestic relations order (as defined in Code Section 414(p)(1)(B)).

(b) Payments Upon Income Inclusion Under Section 409A

The time or schedule of a payment of any Retirement Benefit to a Participant may be accelerated if at any time the Plan fails to meet the requirements of Section 409A of the Code and regulations and other guidance promulgated thereunder; provided, however, that any such payment shall not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Section 409A of the Code and the regulations and other guidance.

ARTICLE VI

FUNDING

The Plan is an unfunded arrangement. No portion of any funds of the Company or any of its subsidiaries shall be required to be set apart for a Participant or Beneficiary. The rights of a Participant or Beneficiary to the payment of a Retirement Benefit shall be limited to those of a general, unsecured creditor of the Company who has a claim equal to the value of the Participant’s Retirement Benefit. Retirement Benefits shall be payable from the general assets of the Company, and/or from any grantor trust or other funding vehicle that the Company, in its discretion, may establish consistent with the tax deferral objective of this Plan; provided, however, that no Participant or Beneficiary shall at any time have any right to all or any portion of the assets of or associated with any such trust or other funding vehicle.

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ARTICLE VII

AMENDMENT AND TERMINATION

7.1 Amendment

The Committee shall have the right to amend the Plan for any reason, at any time and from time to time. No amendment of the Plan shall cause, without the Participant’s written consent, a reduction in the vested Retirement Benefit to which the Participant or the Participant’s Beneficiary would have been entitled as of the effective date of such amendment under the terms of this Plan absent such amendment. Furthermore, no amendment may result in an acceleration of benefit payment (except as may be permitted by Section 409A of the Code).

7.2 Termination

The Company may, by action of the Board, terminate the Plan subject to the following provisions:

Upon termination of the Plan, Retirement Benefits accrued and vested as of the date of termination of the Plan shall be held, administered and distributed in accordance with the terms and conditions of the Plan as in effect on the date of Plan termination, except that: Retirement Benefits under the Plan may be distributed prior to the time required under either Article III or IV, respectively, if all nonqualified deferred compensation arrangements sponsored by the Company and any company required to be aggregated with the Company under Section 414(b) and (c) of the Code that are treated, together with either the Part A Retirement Benefit or the Part B Retirement Benefit, as applicable, as one arrangement under Section 409A of the Code, are terminated, subject to the following requirements: (i) no payments other than payments that would be payable under the terms of the Plan and such other arrangements if the termination had not occurred are made within 12 months of the termination of the Plan and such other arrangements, (ii) all payments under the Plan and such other arrangements are made within 24 months of the date of such termination, and (iii) neither the Company nor any company required to be aggregated with the Company under Section 414(b) or (c) of the Code adopts a new arrangement that would, with the Plan or any such other terminated arrangement, be treated as a single arrangement under Section 409A of the Code, at any time within three (3) years following the date of termination of the Plan and such other arrangements.

ARTICLE VIII

GENERAL PROVISIONS

8.1 Payments to Minors and Incompetents

If the Participant or any Beneficiary entitled to receive any benefits hereunder is a minor or is deemed by the Board or is adjudged to be legally incapable of giving valid receipt and discharge for such benefits, they will be paid to such person or institution as the Board may designate or to a duly appointed guardian. Such payment shall, to the extent made, be deemed a complete discharge of any such payment under the Plan.

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8.2 No Contract

This Plan shall not be deemed a contract of employment with the Participant, and no provision hereof shall affect the right of the Company to terminate the Participant’s employment.

8.3 Non-Alienation of Benefits

No amount payable to, or held under the Plan for the account of, the Participant or any Beneficiary shall be subject, in any manner, to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void. No amount payable to, or held under the Plan for the account of, the Participant shall be subject to any legal process of levy or attachment.

8.4 Tax Withholding

The Company may withhold from any payments hereunder such amount as it may be required to withhold under applicable federal, state or other tax law or regulation, and transmit such withheld amounts to the appropriate taxing authority. In lieu thereof, the Company shall have the right, to the extent permitted by law, to withhold the amount of such taxes from any other sums due from the Company to the Participant upon such terms and conditions as the Committee may prescribe.

8.5 Governing Law

The provisions of the Plan shall be interpreted, construed and administered under the laws of the State of New York applicable to contracts entered into and performed in such state, without regard to the choice of law provisions thereof and to the extent that ERISA and other federal laws do not apply.

8.6 Captions

The captions contained in the Plan are inserted only as a matter of convenience and for reference and in no way define, limit, enlarge or describe the scope or intent of the Plan or in any way affect the construction of any provision of the Plan.

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8.7 Severability

If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability will not affect any other provision of the Plan, and the Plan will be construed and enforced as if such provision had not been included.

8.8 Notices

The Participant shall be responsible for furnishing the Committee with the current and proper address for the mailing of notices and delivery of agreements and payments. Any notice required or permitted to be given shall be deemed given if directed to the person to whom addressed at such address and mailed by regular United States first class mail, postage prepaid. If any item mailed to such address is returned as undeliverable to the addressee, mailing shall be suspended until the Participant furnishes the proper address.

8.9 Binding Nature; Assignability

This Plan shall be binding upon the successors and assigns of the Company. The rights or obligations of the Company under this Plan may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or a sale, liquidation or other disposition of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and assumes the liabilities, obligations and duties of the Company under this Plan, either contractually or as a matter of law.

8.10 Gender, Singular and Plural

All pronouns and variations thereof shall be deemed to refer to the masculine, feminine, or neuter, as the identity of the person(s) requires. As the context may require, the singular may be read as the plural and the plural as the singular.

8.11 409A Compliance

The Plan is intended to comply with the requirements of Section 409A of the Code. Consistent with that intent, the Plan shall be interpreted in a manner consistent with Section 409A and in the event that any provision that is necessary for the Plan to comply with Section 409A is determined by the Board, in its sole discretion, to have been omitted, such omitted provision shall be deemed included herein and is hereby incorporated as part of the Plan.

8.12 Recovery of Retirement Benefits in Certain Circumstances

Notwithstanding any other provision of this Plan, if the Committee determines that the Company is required to restate its financial statements due to material noncompliance with any financial reporting requirement under the law, whether such noncompliance is the result of misconduct or other circumstances, the

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Participant’s Retirement Benefits shall be offset, or the Participant shall be required to reimburse the Company, for any amounts credited, earned or payable with respect to any Retirement Benefits to the extent required by and otherwise in accordance with applicable law and any Company policies.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officer effective as of the 9th day of December, 2013.

CRANE CO.
By:	Augustus I. duPont
Title: Vice President, General Counsel and Secretary

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CRANE CO.

Benefit Equalization Plan

Schedule A

The following individuals are the Participants eligible to receive a Part A Retirement Benefit as of the Restated Effective Date, and such Part A Retirement Benefit shall be determined using the Credited Service and Credited Value of Retirement Shares as set forth next to each Participant’s name:

Participant	Credited Service	Credited Value of Retirement Shares ($)*
Augustus I. duPont	17.000	5,214.00
Bradley L. Ellis	15.5000	2,141.21
Eric C. Fast	13.3333	16,527.63
Elise M. Kopczick	34.3333	7,356.46
Max Mitchell	5.0000	0.00

*Subject to reduction by the Committee to reflect forfeiture of some or all of such credited retirement shares under the terms of the applicable award agreements.

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CRANE CO.

Benefit Equalization Plan

Schedule B

The following individuals are the Participants eligible to receive a Part B Retirement Benefit for Plan Years beginning on and after January 1, 2013:

Alejandro A. Alcala	Eric C. Fast	Max H. Mitchell
Curtis A. Baron, Jr.	Andrea L. Frohning	Thomas J. Perlitz
Thomas J. Craney	Kurt F. Gallo	Louis V. Pinkham
Brendan J. Curran	Kirk D. Kelhofer	Tazewell S. Rowe
Augustus I. duPont	Elise M. Kopczick	Kristian R. Salovaara
Bradley L. Ellis	James A. Lavish	Edward S. Switter
	Richard A. Maue	Robert E. Tavares

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EX-10.10

Exhibit 10.10

TIME SHARING AGREEMENT

This Agreement is made as of January 31, 2014 by and between Crane Co., a corporation incorporated under the laws of the State of Delaware, with principal offices at 100 First Stamford Place, Stamford, Connecticut (“Lessor”), and Max H. Mitchell, an individual, with his residence at [redacted] (“Lessee”);

RECITALS

WHEREAS, Lessor is the owner of that certain civil Aircraft bearing the United States Registration Number N300CR and Manufacturer’s Serial Number 1401, and of the type Gulfstream G-IV (“Aircraft”);

WHEREAS, Lessor employs a fully qualified flight crew to operate the Aircraft; and

WHEREAS, Lessor and Lessee desire to lease said Aircraft and flight crew on a time sharing basis as defined in Section 91.501 (c) (1) of the Federal Aviation Regulations (“FARs”).

The parties agree as follows:

1. Lessor agrees to lease the Aircraft to Lessee pursuant to the provisions of FAR 91.501 (c) (1) and to provide a fully qualified flight crew for all operations pursuant to this Agreement. This Agreement shall commence on the date that it is signed and continue for one (1) year after said date. Thereafter, this Agreement shall be automatically renewed on a month to month basis, unless sooner terminated by either party as hereinafter provided. Either party may at any time terminate this Agreement upon thirty (30) days written notice to the other party, delivered personally or by certified mail, return receipt requested, at the address for said other party as set forth above.

2. Lessee shall pay Lessor for each flight conducted under this Agreement an amount equal to the sum of the following actual expenses of each specific flight as authorized by FAR Part 91.501 (d):

(i) Fuel, oil, lubricants, and other additives;

(ii) Travel expenses of the crew, including food, lodging and ground transportation;

(iii) Hangar and tie down costs away from the Aircraft’s base of operation;

(iv) Insurance obtained for the specific flight;

(v) Landing fees, airport taxes and similar assessments including, but not limited to IRC Section 4261 and related excise taxes;

(vi) Customs, foreign permit, and similar fees directly related to the flight;

(vii) In-flight food and beverages;

(viii) Passenger ground transportation; and

(ix) Flight planning and weather contract services.

Notwithstanding the foregoing, Lessee shall have no obligation to pay Lessor for such flight expenses in any calendar year unless and until, and only to the extent that, such flight expenses exceed $100,000 during such calendar year.

3. Lessor will pay all expenses related to the operation of the Aircraft when incurred, and will provide an invoice and bill Lessee for the expenses enumerated in paragraph 2 above on the last day of the month in which any flight or flights for the account of Lessee occur. Lessee shall pay Lessor for said expenses within fifteen days of receipt of the invoice and bill therefor.

4. Lessee will provide Lessor with requests for flight time and proposed flight schedules as far in advance of any given flight as possible, and in any case, at least forty-eight hours in advance of Lessee’s planned departure. Requests for flight time shall be in a form, whether written or oral, mutually convenient to, and agreed upon by the parties. In addition to the proposed schedules and flight times Lessee shall provide at least the following information for each proposed flight at some time prior to scheduled departure as required by the Lessor or Lessor’s flight crew:

(a) proposed departure point;

(b) destination;

(c) date and time of flight;

(d) the number of anticipated passengers;

(e) the nature and extent of luggage and/or cargo to be carried;

(f) the date and time of return flight, if any; and

(g) any other information concerning the proposed flight that may be pertinent or required by Lessor or Lessor’s flight crew.

5. Lessor shall have final authority over the scheduling of the Aircraft, provided, however, that Lessor will use its best efforts to accommodate Lessee’s needs and to avoid conflicts in scheduling.

6. Lessor shall be solely responsible for securing maintenance, preventive maintenance and required or otherwise necessary inspections on the Aircraft, and shall take such requirements into account in scheduling the Aircraft. No period of maintenance, preventative maintenance or inspection shall be delayed or postponed for the purpose of scheduling the Aircraft, unless said maintenance or inspection can be safely conducted at a later time in compliance with all applicable laws and regulations, and within the sound discretion of the pilot in command. The pilot in command shall have final and complete authority to cancel any flight for any reason or condition which in his judgement would compromise the safety of the flight.

7. Lessor shall employ, pay for and provide to Lessee a qualified flight crew for each flight undertaken under this Agreement.

8. In accordance with applicable Federal Aviation Regulations, the qualified flight crew provided by Lessor will exercise all of its duties and responsibilities in regard to the safety of each flight conducted hereunder. Lessee specifically agrees that the flight crew, in its sole discretion, may terminate any flight, refuse to commence any flight, or take other action which in the considered judgement of the pilot in command in necessitated by considerations of safety. No such action of the pilot in command shall create or support any liability for loss, injury, damage or delay to Lessee or any other person. The parties further agree that Lessor shall not be liable for delay or failure to furnish the Aircraft and crew pursuant to this Agreement when such failure is caused by government regulation or authority, mechanical difficulty, war, civil commotion, strikes or labor disputes, weather conditions, or acts of God.

9. Lessor will provide such additional insurance coverage as Lessee shall request or require, provided, however, that the cost of such additional insurance shall be borne by Lessee as set forth in paragraph 2(d) hereof. At all times during the term of this Lease, Lessor shall cause to be carried and maintained, at Lessor’s cost and expense, physical damage insurance with respect to the Aircraft in the amount set forth below:

Aircraft Physical Damage
(No Deductible While In Motion or Not In Motion) $ 11,000,000

At all times during the term of this Lease, Lessor shall also cause to be carried and maintained, at Lessor’s cost and expense, third party aircraft liability insurance, passenger legal liability insurance, property damage liability insurance, and medical expense insurance in the amounts set forth below:

Combined Liability Coverage for Bodily Injury and Property Damage Including Passengers - Each Occurrence	$	500,000,000
Medical Expense Coverage - Each Person	$	25,000

Lessor shall also bear the cost of paying any deductible amount on any policy of insurance in the event of a claim or loss.

Any policies of insurance carried in accordance with this Lease: (i) shall name Lessee as an additional insured; and (ii) shall contain a waiver by the underwriter thereof of any right of subrogation against Lessee; and (iii) shall provide that in respect of the interests of Lessee, such policies of insurance shall not be invalidated by any action or inaction of Lessor or any other person and shall insure Lessee (subject to the limits of liability and war risk exclusion set forth in such policies) regardless of any breach or any violation of any warranty, declarations or conditions contained in such policies by Lessor or any other person; and (iv) shall provide that if the insurers cancel insurance for any reason whatsoever, or the same is allowed to lapse for non-payment of premium, or if there is any material change in policy terms and conditions, such a cancellation, lapse or change shall not be effective as to Lessee. Each liability policy shall be primary without right of contribution from any other insurance which is carried by Lessee or Lessor and shall expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured.

Lessor shall submit this Lease for approval to the insurance carrier for each policy of insurance on the Aircraft. Lessor shall arrange for a Certificate of Insurance evidencing appropriate coverage as to the Aircraft and the satisfaction of the requirements set forth above to be given by its insurance carriers to Lessor.

10. Lessee warrants that:

(a) he will use the Aircraft for and on account of his own business only, and will not use the Aircraft for the purpose of providing transportation of passengers or cargo in air commerce for compensation or hire;

(b) he shall refrain from incurring any mechanic’s or other lien in connection with inspection, preventative maintenance, maintenance or storage of the Aircraft, whether permissible or impermissible under this Agreement, nor shall there be any attempt by any party hereto to convey, mortgage, assign, lease or any way alienate the Aircraft or create any kind of lien or security interest involving the Aircraft or do anything or take any action that might mature into such a lien; and

(c) during the term of this Agreement, he will abide by and conform to all such laws, governmental and airport orders, rules and regulations, as shall from time to time be in effect relating in any way to the operation and use of the Aircraft by a timesharing Lessee.

11. For purposes of this Agreement, the permanent base of operation of the Aircraft shall be Hanger V, 154 Airport Road, White Plains, New York, 10604.

12. Neither this Agreement nor any party’s interest herein shall be assignable to any other party whatsoever. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their heirs, representatives and successors.

13. TRUTH IN LEASING STATEMENT

THE AIRCRAFT, A Gulfstream G-IV, MANUFACTURER’S SERIAL NO. 1401, CURRENTLY REGISTERED WITH THE FEDERAL AVIATION ADMINISTRATION AS N900CR, HAS BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91 DURING THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS LEASE.

THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91 FOR OPERATIONS TO BE CONDUCTED UNDER THIS LEASE. DURING THE DURATION OF THIS LEASE, Crane Co., 100 First Stamford Place, Stamford, Connecticut, IS CONSIDERED RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THIS LEASE.

AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE.

THE “INSTRUCTIONS FOR COMPLIANCE WITH TRUTH IN LEASING REQUIREMENTS” ATTACHED HERETO ARE INCORPORATED HEREIN BY REFERENCE.

I, THE UNDERSIGNED Augustus I. duPont, AS VICE PRESIDENT, SECRETARY & GENERAL COUNSEL OF Crane Co., CERTIFY THAT Crane Co. IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT AND THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.

IN WITNESS WHEREOF, the parties have executed this Agreement.

/s/ Augustus I. duPont	January 31, 2014 12:00 noon
Augustus I. duPont V.P., Lessor	Date and Time of Execution
/s/ Max H. Mitchell	January 31, 2014 12:00 noon
Max H. Mitchell Lessee	Date and Time of Execution

INSTRUCTIONS FOR COMPLIANCE WITH “TRUTH IN LEASING”

REQUIREMENTS

1. Mail a copy of the lease to the following address via certified mail, return receipt requested, immediately upon execution of the lease (14 C.F.R. 91.23 requires that the copy be sent within twenty-four hours after it is signed):

Federal Aviation Administration

Aircraft Registration Branch

ATTN: Technical Section

P.O. Box 25724

Oklahoma City, Oklahoma 73125

2. Telephone the nearest Flight Standards District Office at least forty-eight hours prior to the first flight under this lease.

3. Carry a copy of the lease in the aircraft at all times.

EX-10.11

Exhibit 10.11

AMENDMENT

TO TIME SHARING AGREEMENT

THIS AMENDMENT TO TIME SHARING AGREEMENT (this “Amendment”) is made effective as of the 31 day of August, 2017, by and between Crane Co., a Delaware corporation with principal offices at 100 First Stamford Place, Stamford, Connecticut (“Lessor”), and Max H. Mitchell, an individual, with his residence at [REDACTED] (“Lessee”).

RECITALS

WHEREAS, Lessor and Lessee are parties to that certain Time Sharing Agreement dated as of January 31, 2014 (the “Agreement”).

WHEREAS, Lessor sold the Aircraft referenced in the Agreement, and has subsequently purchased a replacement aircraft.

WHEREAS, Lessor and Lessee desire to amend the Agreement pursuant to the terms and conditions set forth herein.

WHEREAS, capitalized terms used in this Amendment without further definition have the meanings ascribed to them in the Agreement.

The parties hereby agree as follows:

1. Aircraft. The definition of “Aircraft” in the Agreement is hereby amended to mean that certain Dassault Aviation model Falcon 7X aircraft bearing United States registration number N675WB (to be changed to N300CR) and manufacturer’s serial number 29.

2. Insurance. The second paragraph of Section 9 of the Agreement is hereby amended to reduce the amount of Combined Liability Coverage for Bodily Injury and Property Damage Including Passengers that Lessor shall cause to be carried and maintained during the term of the Agreement to $300,000,000.00.

3. Truth in Leasing. Section 13 of the Agreement is amended in its entirety to read as follows:

THE AIRCRAFT, A DASSAULT FALCON 7X, BEARING MANUFACTURER’S SERIAL NO. 29, CURRENTLY REGISTERED WITH THE FEDERAL AVIATION ADMINISTRATION AS N675WB (TO BE CHANGED TO N300CR), HAS BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91 DURING THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS LEASE.

THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91 FOR OPERATIONS TO BE CONDUCTED UNDER THIS LEASE DURING THE DURATION OF THIS LEASE. DURING THE DURATION OF THIS LEASE, CRANE CO., 100 FIRST STAMFORD PLACE, STAMFORD, CONNECTICUT, IS CONSIDERED RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT IDENTIFIED AND TO BE OPERATED UNDER THIS LEASE.

AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE.

I, THE UNDERSIGNED RICHARD A. MAUE, AS VICE PRESIDENT, CHIEF FINANCIAL OFFICER OF CRANE CO., 100 FIRST STAMFORD PLACE, STAMFORD, CONNECTICUT, CERTIFY THAT CRANE CO. IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT AND THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.

4. No Other Amendments. Except as provided in this Amendment, all other provisions of the Agreement shall continue in full force and effect.

[Signatures on Next Page]

IN WITNESS WHEREOF, the Lessor and Lessee have executed and delivered this Amendment as of the date first above written.

LESSOR:	CRANE CO.
	By:	/s/ Richard Maue
	Name:	Richard Maue
	Title:	VP CFO
LESSEE:	/s/ Max H. Mitchell
	Max H. Mitchell

EX-21.1

Exhibit 21.1

Subsidiaries of Crane Company

The following sets forth the subsidiaries of Crane Company and their jurisdictions of incorporation after giving effect to the transactions described in the Separation and Distribution Agreement by and between Crane Holdings, Co. and Crane Company filed herewith as Exhibit 2.1.

Name of Subsidiary	Jurisdiction of Organization
“CPI-Kiev” LLC	Ukraine
Armature d.o.o.	Slovenia
Barksdale GmbH	Germany
Barksdale, Inc.	Delaware
CR Holdings C.V.	Netherlands
Crane (Asia Pacific) Pte. Ltd.	Singapore
Crane Aerospace, Inc.	Delaware
Crane Australia Pty. Ltd.	Australia
Crane Canada Co.	Canada
Crane ChemPharma & Energy Corp.	Delaware
Crane Composites Ltd.	United Kingdom
Crane Composites, Inc.	Delaware
Crane Controls, Inc.	Delaware
Crane Electronics Corporation	Taiwan
Crane Electronics, Inc.	Delaware
Crane European Financing LLC	Delaware
Crane Fengqiu (Zhejiang) Pump Company Limited	China (4.9%)
Crane Fluid & Gas Systems (Suzhou) Co. Ltd.	China
Crane Global Holdings S.L.	Spain
Crane Holdings (Germany) GmbH	Germany
Crane Instrumentation & Sampling PFT Corp.	Delaware
Crane International Capital S.a.r.l.	Luxembourg
Crane International Holdings, Inc.	Delaware
Crane International Trading (Beijing) Co. Ltd.	China
Crane Ltd.	United Kingdom
Crane Middle East & Africa FZE	UAE
Crane Netherlands Holdings B.V.	Netherlands
Crane Ningjin Valve Co., Ltd.	China
Crane Nuclear PFT Corp.	Delaware
Crane Overseas, LLC	Delaware
Crane Pension Trustee Company (UK) Limited	United Kingdom
Crane Process Flow Technologies (India) Pvt. Ltd.	India
Crane Process Flow Technologies GmbH	Germany
Crane Process Flow Technologies Ltd.	United Kingdom
Crane Process Flow Technologies S.P.R.L.	Belgium
Crane Process Flow Technologies S.r.l.	Italy

Crane Pumps & Systems PFT Corp.	Delaware
Crane Resistoflex GmbH	Germany
Crane Saudi Limited Liability Company	Saudi Arabia
Crane SC Holdings Ltd.	United Kingdom
Crane Stockham Valve Ltd.	United Kingdom
Crane Supply Co.	Canada
Crane Yongxiang (Ningbo) Valve Company Ltd.	China (4.9%)
Croning Livarna d.o.o.	Slovenia
Delta Fluid Products Ltd.	United Kingdom
Dopak PFT Corp.	Texas
Dovianus B.V.	Netherlands
ELDEC Aerospace Corp.	Washington
ELDEC France S.A.R.L	France
Flow Technology Inc.	Ohio
Hydro-Aire Aerospace Corp.	California
Interpoint U.K. Limited	United Kingdom
Merrimac Industries, Inc.	Delaware
Multi-Mix Microtechnology SRL	Costa Rica
Noble Composites, Inc.	Indiana
P.T. Crane Indonesia	Indonesia (51%)
Terminal Manufacturing II Corp.	Delaware
Unidynamics / Phoenix, Inc.	Delaware
W.T. Armatur GmbH	Germany
Westlock Controls Corporation	Delaware
Xomox Chihuahua S.A. de C.V.	Mexico
Xomox Corporation de Venezuela C.A.	Venezuela
Xomox France S.A.S.	France
Xomox Hungary Manufacturing Limited Liability Company	Hungary
Xomox International GmbH & Co. OHG	Germany
Xomox Japan Ltd.	Japan
Xomox Korea Ltd.	South Korea
Xomox PFT Corp.	Delaware
Xomox Sanmar Ltd.	India (49%)

EX-99.1

Exhibit 99.1

Dear Crane Holdings, Co. Stockholder:

In March 2022, we announced our plan to separate Crane Holdings, Co. into two stand-alone, publicly traded companies through the spin-off to our stockholders of all of our businesses, other than our Payment & Merchandising Technologies segment. Upon completion of the spin-off, Crane Holdings, Co. will be renamed “Crane NXT, Co.” and will continue to operate our Payment & Merchandising Technologies segment as an industrial technology pure-play, and a market leader, in the global payment and currency markets.

The new company distributed to Crane Holdings, Co. stockholders in the spin-off, Crane Company, will hold our Aerospace & Electronics and Process Flow Technologies global growth platforms, as well as our Engineered Materials segment. Crane Company will be a focused, leading global provider of mission critical, highly-engineered products and solutions well-positioned to accelerate organic growth in its large and attractive end markets, benefit from favorable secular trends and apply its proven processes to drive growth through new product development and commercial excellence. Crane Company is expected to have a strong, well-capitalized balance sheet underpinning a flexible capital deployment strategy focused on supporting its organic and inorganic strategic growth objectives, while returning cash to stockholders through a competitive dividend.

We believe Crane NXT, Co. and Crane Company will each be better positioned as stand-alone companies focused on their respective industries, and to attract a stockholder base aligned with their respective value propositions and capital allocation strategies. Consequently, Crane Holdings, Co. believes that both the long-term earnings and growth potential, as well as the long-term value for our stockholders, will be enhanced as a result of separating its current portfolio into two independent, publicly traded companies.

The spin-off will be effected through a pro rata distribution of all of the outstanding shares of Crane Company common stock to holders of Crane Holdings, Co. common stock in a transaction that is intended to be tax-free to holders of Crane Holdings, Co. common stock for U.S. federal income tax purposes. Each Crane Holdings, Co. stockholder will receive one share of Crane Company common stock for every one share of Crane Holdings, Co. common stock held on [●], the record date for the distribution. Stockholder approval of the distribution is not required, and you do not need to take any action to receive the shares of Crane Company common stock to which you are entitled as a Crane Holdings, Co. stockholder. In addition, you do not need to pay any consideration or surrender or exchange your Crane Holdings, Co. common stock in order to receive shares of Crane Company common stock.

We expect Crane Company common stock to be approved for listing on the New York Stock Exchange (“NYSE”) under the ticker symbol “CR.” Following the distribution, Crane Holdings, Co. will be renamed “Crane NXT, Co.” and intends for its common stock to continue to trade on the NYSE under a new ticker symbol, “CXT.”

I encourage you to read the attached information statement, which is being made available to all holders of Crane Holdings, Co. common stock as of [●]. The information statement describes the separation and distribution in detail and contains important business and financial information about Crane Company.

We believe the separation provides significant opportunities for our businesses as we work to continue to build long-term value for our stockholders. We appreciate your continuing support of Crane Holdings, Co. and look forward to your future support of Crane Company.

Sincerely,

James L. L. Tullis

Chairman of the Board

Crane Holdings, Co.

Dear Future Crane Company Stockholder:

I am delighted to welcome you as a future stockholder of our company, Crane Company, which will soon begin operating independently as a focused, leading global provider of mission critical, highly-engineered products and solutions, primarily for the aerospace, defense and process industry markets.

Crane Company’s businesses have a long heritage of success dating back to 1855, and today, we have an attractive financial profile as a result of our differentiated technologies, the mission-critical nature of our products across niche markets, strong secular industry tailwinds and a relentless focus on operational excellence. Following the separation, Crane Company will have a simpler business mix and structure that we believe will permit us to drive stockholder value by focusing on our two global strategic growth platforms, and aligning and optimizing our strategy and capital allocation with those businesses. We are confident in our ability to create value for many reasons, including the following:

• Accelerating organic growth. Our businesses have a long history and culture of innovation, and the rate of innovation has accelerated across our businesses, resulting in truly differentiated products and strengthening our competitive position. Our differentiated technology and focus on breakthrough innovation has allowed us to strategically position our portfolio towards high-growth market verticals across Aerospace & Electronics, including space, electric vehicles and next generation aircraft, and at Process Flow Technologies, including chemical, general industrial, water and wastewater and pharmaceutical end markets.

• Opportunities for acquisitions. Crane Company is well-positioned to capitalize on a deep pipeline of attractive acquisition opportunities in core and adjacent markets to accelerate growth, and we expect that acquisitions will continue to be an important part of our growth strategy as we work to actively strengthen our technology capabilities and to increase our presence in new, higher-growth end markets.

• A strong foundation. The separation marks a new start for Crane Company, but we are building on a strong foundation. Across Crane, the three critical aspects of our distinctive high-performance culture that drive results for all stakeholders include (1) the Crane Business System and its rigorous and disciplined cadence, (2) our strong commitment to ethics and (3) our longstanding focus on philanthropy, sustainability and equality.

• Proven leadership team. Most of Crane Company’s senior leadership team are intimately familiar with Crane Company’s businesses, having spent many years managing Crane pre-separation. We have demonstrated that we deliver differentiated execution, and we have worked together driving results through numerous challenges.

We encourage you to learn more about us and our value enhancing strategic initiatives by reading the attached information statement. Our prospects are very bright, and we thank you in advance for your support as a future stockholder of Crane Company.

Sincerely,

Max H. Mitchell

President and Chief Executive Officer

Crane Company

Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended.

PRELIMINARY AND SUBJECT TO COMPLETION, DATED DECEMBER 15, 2022

INFORMATION STATEMENT

CRANE COMPANY

Common Stock

(par value $1.00 per share)

This information statement is being furnished in connection with the distribution by Crane Holdings, Co. to its stockholders of the outstanding shares of common stock of Crane Company, a wholly-owned subsidiary of Crane Holdings, Co. Prior to such distribution, Crane Holdings, Co., Crane Company and their applicable affiliates will consummate a series of transactions, resulting in Crane Holdings, Co. owning Crane’s (as defined below) Payment & Merchandising Technologies segment and Crane Company owning all of Crane’s other businesses, including its Aerospace & Electronics and Process Flow Technologies global growth platforms, as well as its Engineered Materials segment, as more fully described in this information statement. Crane Holdings, Co. will distribute 100% of the outstanding shares of Crane Company common stock on a pro rata basis to existing stockholders of Crane Holdings, Co. The distribution is subject to certain conditions, as set forth in this information statement. Upon completion of the distribution, Crane Holdings, Co. will be renamed “Crane NXT, Co.”

For every one share of Crane Holdings, Co. common stock held of record by you as of 5:00 p.m. local New York City time on [●], the record date for the distribution, you will receive one share of Crane Company common stock. We expect Crane Company common stock will be distributed by Crane Holdings, Co. to you on or about [●], the distribution date. As discussed under the section of this information statement entitled “The Separation and Distribution—Trading Between the Record Date and the Distribution Date,” if you sell your shares of Crane Holdings, Co. common stock in the “regular-way” market after the record date and before the distribution date, you also will be selling your right to receive shares of Crane Company common stock in connection with the spin-off.

We are not asking you for a proxy and you are not requested to send Crane Holdings, Co. a proxy. No vote of Crane Holdings, Co.’s stockholders is required in connection with the spin-off. You will not be required to pay any consideration or to exchange or surrender your existing shares of Crane Holdings, Co. or to take any other action to receive on the distribution date the shares of Crane Company to which you are entitled.

The distribution is intended to be tax-free to Crane Holdings, Co. stockholders for U.S. federal income tax purposes. You should consult your tax advisor as to the particular consequences of the spin-off to you, including the applicability and effect of any U.S. federal, state and local, and any foreign, tax laws.

There is no current trading market for Crane Company common stock, although we expect that a limited market, commonly known as a “when-issued” trading market, will develop on or shortly before the record date for the distribution, and we expect “regular-way” trading of Crane Company common stock to begin on the first trading day following the completion of the distribution. We intend to apply to list Crane Company common stock on the New York Stock Exchange (“NYSE”) under the symbol “CR,” and Crane Holdings, Co. will be renamed “Crane NXT, Co.” and intends to change the symbol for its common stock currently listed on the NYSE to “CXT.”

In reviewing the information statement, you should carefully consider the matters described under the section of this information statement entitled “Risk Factors” beginning on page 31.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

This information statement is first being made available to Crane Holdings, Co. stockholders on or about [●].

The date of this information statement is [●].

A Notice of Internet Availability of Information Statement Materials containing instructions describing how to access this information statement was first mailed to Crane Holdings, Co. stockholders on or about [●]. This information statement will be mailed to Crane Holdings, Co. stockholders who previously elected to receive a paper copy of Crane Holdings, Co. materials.

TABLE OF CONTENTS

INFORMATION STATEMENT SUMMARY	1
SUMMARY OF THE SEPARATION AND DISTRIBUTION	14
QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION	20
RISK FACTORS	31
FORWARD-LOOKING STATEMENTS	50
THE SEPARATION AND DISTRIBUTION	52
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION	59
DIVIDEND POLICY	62
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	63
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	68
BUSINESS	72
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CRANE	94
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CRANE COMPANY (SUPPLEMENTAL)	130
MANAGEMENT	152
COMPENSATION DISCUSSION AND ANALYSIS	158
DIRECTOR COMPENSATION	170
EXECUTIVE COMPENSATION	171
CRANE COMPANY 2023 STOCK INCENTIVE PLAN	183
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	188
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	195
DESCRIPTION OF CERTAIN INDEBTEDNESS	197
DESCRIPTION OF CAPITAL STOCK	198
WHERE YOU CAN FIND MORE INFORMATION	205
INDEX TO FINANCIAL STATEMENTS	F-1

i

PRESENTATION OF INFORMATION

Except as otherwise indicated or unless the context otherwise requires, the information included in this information statement, including the supplemental audited annual combined financial statements and supplemental unaudited interim condensed combined financial statements of Crane Company, which are comprised of the assets and liabilities of all of Crane’s (as defined below) businesses (excluding its Payment & Merchandising Technologies business), including its Aerospace & Electronics and Process Flow Technologies global growth platforms, as well as its Engineered Materials segment, assumes the completion of all the transactions referred to in this information statement in connection with the separation and distribution (together, the “spin-off”).

Unless the context otherwise requires or as otherwise specified herein, references in this information statement to (i) “Crane Holdings, Co.” refers to the Delaware corporation Crane Holdings, Co., prior to the closing of the spin-off, (ii) “Crane” refers to Crane Holdings, Co. and its consolidated subsidiaries (including Crane Company and its combined subsidiaries), in each case, prior to giving effect to the spin-off, (iii) “Crane Company” refers to the Delaware corporation Crane Company, which is the company whose shares of common stock will be distributed to the stockholders of Crane Holdings, Co in the distribution, (iv) the “Company,” “we,” “us,” and “our” refer to Crane Company and its combined subsidiaries, in each case, after giving effect to the spin-off, (v) “Crane NXT, Co.” refers to the Delaware corporation Crane NXT, Co. (which shall be known as Crane Holdings, Co. prior to the completion of the spin-off), following the closing of the spin-off and (vi) “Crane NXT” refers to Crane NXT, Co. and its consolidated subsidiaries (other than Crane Company and its combined subsidiaries), in each case, after giving effect to the spin-off.

This information statement is being furnished solely to provide information to Crane Holdings, Co. stockholders who will receive shares of Crane Company common stock in the distribution. It is not, and is not to be construed as, an inducement or encouragement to buy or sell any of Crane Company’s securities or any securities of Crane Holdings, Co. or Crane NXT, Co. This information statement describes Crane Company’s businesses, Crane Company’s relationship with Crane Holdings, Co. and Crane NXT and how the spin-off affects Crane Holdings, Co. and its stockholders, and provides other information to assist you in evaluating the benefits and risks of holding or disposing of Crane Company common stock that you will receive in the distribution. You should be aware of certain risks relating to the spin-off, Crane Company’s businesses and ownership of Crane Company common stock, which are described under the section of this information statement entitled “Risk Factors.”

FINANCIAL STATEMENT INFORMATION

This information statement includes certain historical consolidated financial and other data for Crane and certain supplemental historical combined financial and other data for the Company. In connection with the spin-off, Crane Company will become a stand-alone, publicly traded company and the direct or indirect holder of the assets and liabilities of all of Crane’s businesses (excluding its Payment & Merchandising Technologies business), including its Aerospace & Electronics and Process Flow Technologies global growth platforms, as well as its Engineered Materials segment. Crane Company is the registrant under the registration statement of which this information statement forms a part and will be the financial reporting entity following the completion of the spin-off. Crane Holdings, Co., which will be renamed “Crane NXT, Co.”, is presently, and will continue to be, a financial reporting entity following the spin-off. Notwithstanding the legal form of the spin-off described elsewhere in this information statement, for accounting and financial reporting purposes, Crane’s Payment & Merchandising Technologies segment will be presented as being spun-off from Crane (the reverse of its legal form—a “reverse spin”). This presentation is in accordance with generally accepted accounting principles in the U.S. (“GAAP”), specifically Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 505-60, “Spinoff and Reverse Spinoffs,” and is primarily a result of, among other factors, Crane Company’s (which is the legal spinnee) larger operations, greater tangible assets, greater fair value and greater net sales, in each case, relative to Crane NXT. Further, Crane has determined that Crane best represents the

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predecessor entity to Crane Company. As such, the historical audited consolidated financial statements included in this information statement are Crane’s historical financial statements. Crane’s historical results are not representative of the results that Crane Company would have achieved as a separate, publicly traded company nor indicative of the results expected for any future period. As a result, this information statement also includes supplemental historical audited combined financial statements of Crane Company, which were prepared on a “carve-out” basis and derived from Crane’s consolidated financial statements and accounting records. These supplemental combined financial statements reflect Crane Company’s combined historical financial position, results of operations and cash flows as they were historically managed in accordance with GAAP. The supplemental combined financial statements may not be indicative of Crane Company’s future performance and do not necessarily reflect what the financial position, results of operations and cash flows would have been had Crane Company operated as an independent, publicly traded company during the periods presented, particularly because of changes Crane Company expects to experience in the future as a result of the spin-off.

This information statement also includes an unaudited pro forma condensed consolidated balance sheet as of September 30, 2022 and unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2022 and the years ended December 31, 2021, 2020 and 2019, which present Crane Company’s combined financial position and results of operations after giving effect to the separation and distribution, and the other transactions described under “Unaudited Pro Forma Condensed Consolidated Financial Statements.” The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have occurred if the relevant transactions had been consummated on the date indicated, nor is it indicative of future operating results.

Due to rounding, numbers presented throughout this information statement may not add up precisely to totals we provide and percentages may not precisely reflect the absolute figures.

You should read the section of this information statement entitled “Unaudited Pro Forma Condensed Consolidated Financial Statements” and “Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements,” which are qualified in their entirety by reference to the audited consolidated financial statements of Crane and related notes thereto, the supplemental audited combined financial statements of Crane Company and related notes thereto and the financial and other information contained in this information statement, including in the sections of this information statement entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane Company (Supplemental).”

MARKET, INDUSTRY AND OTHER DATA

Unless otherwise indicated, information contained in this information statement concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share, is based on information from third-party sources, our own analysis of data received from these third-party sources, our own internal data, market research that we commission and management estimates. Our management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the section of this information statement entitled “Risk Factors.” These and other factors could cause future performance to differ materially from our assumptions and estimates. For additional information, see the sections of this information statement entitled “Risk Factors” and “Forward-Looking Statements.”

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TRADEMARKS AND TRADE NAMES

We own or have rights to use the trademarks and trade names that we use in conjunction with the operation of our business. This information statement also contains additional trade names, trademarks and service marks belonging to other companies. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

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INFORMATION STATEMENT SUMMARY

This summary highlights some of the information in this information statement relating to Crane Company, Crane Company’s spin-off from Crane and the distribution of shares of Crane Company common stock by Crane Holdings, Co. to its stockholders. For a more complete understanding of our business and the separation and distribution, you should read carefully the more detailed information set forth under the sections of this information statement entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane Company (Supplemental)” and “The Separation and Distribution” and the other information included in this information statement.

Explanatory Note

Due to, among other factors, Crane Company’s (which is the legal spinnee) larger operations, greater tangible assets, greater fair value and greater net sales, in each case, relative to Crane NXT, for financial reporting purposes, Crane Company will be treated as the “accounting spinnor” and therefore will be the “accounting successor” to Crane following the spin-off, notwithstanding the legal form of the spin-off described in this information statement. As a result, the historical consolidated financial statements of Crane will become the historical financial statements of Crane Company.

When we refer in this information statement to Crane Company’s or the Company’s historic business activities, we are referring to those activities as they were historically operated as part of Crane prior to their transfer to Crane Company in connection with the spin-off.

Crane Company

Crane Company is a leading global provider of mission-critical, highly engineered products and solutions, with differentiated technology, respected brands and leadership positions in its markets. Crane Company is currently owned by Crane Holdings, Co., a diversified manufacturer of highly engineered industrial products. The Company is comprised of Crane’s Aerospace & Electronics and Process Flow Technologies global growth platforms, as well as its Engineered Materials segment.

In March 2022, Crane Holdings, Co. announced its plan to pursue a separation into two independent, publicly traded companies through a distribution of Crane Company shares to Crane Holdings, Co. stockholders. Crane Company will have leading positions in its large and attractive end markets, and it will be well-positioned to benefit from strong, favorable secular trends, to drive organic growth through its proven new product development and commercial excellence capabilities and to accelerate growth through acquisitions. Crane Company is expected to have a strong, well-capitalized balance sheet underpinning a flexible capital deployment policy focused on supporting the Company’s organic and inorganic strategic growth objectives, while returning cash to stockholders through a competitive dividend.

Reasons for the Spin-Off

Crane has significantly strengthened and simplified its business over time. As a continuation of that transformation, the Crane Holdings, Co. Board of Directors approved a plan to pursue the separation of Crane Holdings, Co., which will be renamed “Crane NXT, Co.”, and Crane Company into two independent, publicly traded companies. The spin-off will create two strong, stand-alone businesses, each of which will have leading

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positions in the markets they serve, well recognized brands, attractive margin profiles, strong free cash flow generation and compelling growth opportunities:

• Crane NXT, Co. will be an industrial technology pure-play, and a market leader, in the global payment and currency markets; and

• Crane Company will be a focused, leading global provider of mission critical, highly-engineered products and solutions, primarily for the aerospace, defense and process industry markets.

The Crane Holdings, Co. Board of Directors believes that separating Crane Company’s businesses from the remainder of Crane’s business and distributing Crane Company shares to Crane Holdings, Co. stockholders is in the best interests of Crane Holdings, Co. and its stockholders for a number of reasons, including:

• Enhanced ability to attract a stockholder base aligned with Crane Company’s clear value proposition. The two post-spin-off companies will differ significantly in several respects, including the nature of the businesses, growth profile, end markets, cyclical trends and business cycles and secular growth drivers. The spin-off will permit investors to better evaluate the individual merits, performance and future prospects of each company’s business, and to invest in each company separately based on those distinct characteristics. Further, the spin-off may attract new investors that either chose not to invest in, or assess the merits of, pre-spin-off Crane given its complexity and its exposure to disparate markets and trends.

• Tailored capital allocation strategies aligned with Crane Company’s distinct business strategies and industry specific dynamics. The spin-off will permit each company to implement a capital structure and flexible capital deployment policy that is optimized for its strategy and business needs, and that is aligned with each company’s target investor base. Each company will also have direct access to the debt and equity capital markets to fund its growth strategies, and the ability to concentrate its financial resources solely on its own operations, and without the same competition for capital inherent in Crane’s pre-spin-off business portfolio structure.

• Deeper operational focus, accountability and flexibility to meet customer requirements. The spin-off will allow each company to more effectively pursue its own operating priorities and strategies, and enable each management team to focus exclusively on its company’s distinct opportunities for long-term growth. The simpler post-spin-off structure of each company will also improve clarity into both business performance and growth opportunities for management, stockholders and other stakeholders.

• Increased operating and financial flexibility to pursue inorganic growth opportunities. The spin-off is expected to provide each company with greater flexibility to pursue its own strategies for growth through acquisitions without having to consider the impact on the businesses of the other company or on the balance and composition of the company’s overall portfolio.

• Enhanced ability to pursue accretive M&A opportunities, with the benefit of an independent equity currency reflective of the strength of each company. Each post-spin-off company will be more focused on its end markets with a financial profile and business mix far more similar to that of peer companies, which may increase the viability of using equity as consideration in acquisitions or other transactions.

Crane Holdings, Co.’s Board of Directors also considered potentially negative factors in evaluating the spin-off, including:

• The potential for increased aggregate ongoing administrative costs for the two companies operating on a stand-alone basis post-spin-off.

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• One-time costs we expect to incur related to the spin-off and in connection with the transition to becoming a stand-alone public company that are likely to include, among others, professional services costs, tax expense, recruiting and other costs associated with hiring for two stand-alone corporate structures and costs to separate information technology (“IT”) systems and create two separate stand-alone IT structures.

• The potential for execution risks related to the spin-off, including disruption to the business as a result of the spin-off and the possibility that Crane Company and/or Crane NXT, Co. do not achieve the expected benefits of the spin-off.

• The potential that reduced business diversification, with each post-spin-off company operating in fewer industries, could increase the volatility of earnings and cash flow.

• Potentially increased significance of certain costs and liabilities that were otherwise less significant to pre-spin-off Crane could be more significant to Crane NXT, Co. and/or Crane Company after the spin-off as smaller, stand-alone companies.

• Crane NXT, Co.’s and/or Crane Company’s common stock could experience selling pressure after the spin-off as certain pre-spin-off stockholders are not interested in holding an investment in one of the two post-spin-off companies.

• A lack of comparable public companies to Crane NXT may limit investors’ ability to appropriately value Crane NXT, Co.’s common stock.

After weighing all of these potentially negative factors, Crane Holdings, Co.’s Board of Directors concluded that the potential benefits of the spin-off outweighed these factors and risks.

The anticipated benefits of the spin-off are based on a number of assumptions, and there can be no assurance that such benefits will materialize to the extent anticipated, or at all. In the event the spin-off does not result in such benefits, the costs associated with the spin-off could have an adverse effect on each company individually and in the aggregate. For more information, see the sections of this information statement entitled “The Separation and Distribution—General—Reasons for the Spin-Off” and “Risk Factors.”

Business Overview

Crane Company is a leading global provider of highly engineered, mission-critical industrial solutions, including two strategic global growth platforms: Aerospace & Electronics (“A&E”) and Process Flow Technologies (“PFT”). These two platforms together contributed 89% of our total revenue during 2021, with the remainder generated by our Engineered Materials business.

Our portfolio is balanced across PFT and A&E, with long-cycle market positions supported by a strong recurring revenue base, approximately 40% of which we estimate is from aftermarket sales. Our highly-engineered, technology differentiated products are sold into large ($20+ billion) and attractive end markets, many of which are highly regulated.

We have a portfolio of highly respected brands with a history spanning more than 165 years. Our culture, grounded in the Crane Business System (“CBS”), is ingrained across the organization and we are proud of our longstanding commitment to Philanthropy, Sustainability and Equality (“PSE”). Our values underpin our business and our trusted customer relationships and are the foundation for the mission-critical, high cost of failure products our customers trust us to deliver. We are headquartered in Stamford, Connecticut and serve customers in over 65 countries across 6 continents.

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In 2021, Crane Company total sales were $2,063 million, with operating profit of $251 million and operating margin of 12.1%.¹

The Company’s Revenue Split (2021)2
By Segment	By Destination

Our Global Strategic Growth Platforms

There are a number of commonalities across our A&E and PFT segments. Both platforms compete in niche, long cycle markets where deep technological expertise and proprietary offerings are critical to reliably meet demanding customer specifications, qualifications and regulatory requirements. Given the high cost of failure in the environments in which we compete, customers require a partner they can trust. Customers choose Crane Company for its consistently high levels of engineering that can meet the specifications of highly regulated end markets, as well as the breakthrough innovation we offer. Our robust intellectual property (“IP”) portfolio stems from years of organic investment in research and development (“R&D”) across our platforms which supports numerous new product introductions and allows each business to support above-market growth with continued margin expansion.

¹  Includes $232 million of sales and $37.8 million of operating profit generated by Crane Supply which was divested in May 2022.

²  Includes $232 million of sales (11% of 2021 sales) in the PFT segment generated by Crane Supply which was divested in May 2022. All Crane Supply sales were generated in Canada.

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A&E and PFT segments represented 31% and 58% of fiscal year 2021 revenues³, respectively:

Overview of the Company’s Global Strategic Growth Platforms
Aerospace & Electronics		Process Flow Technologies4
Segment Financial Profile ($mm):		Segment Financial Profile ($mm):
‘21 Revenue	$638	‘21 Revenue	$1,197
‘21 Operating Profit	$110	‘21 Operating Profit	$183
‘21 Operating Margin	17.2%	‘21 Operating Margin	15.2%

Description	Description
Supplies critical components and systems, including original equipment and aftermarket parts and services, primarily for the commercial and military aerospace, defense and space markets	Provides highly engineered fluid handling equipment for mission critical applications that require high reliability through its Process Valves and Related Products, Commercial Valves and Pumps and Systems businesses
Key Brands	Selected Key Brands
Selected Products	Selected Products

• Proximity and pressure sensors

• Power conversion, distribution and storage

• Positive displacement lube & scavenge pumps and centrifugal pumps

• True mass flowmeters

• Fluid and thermal management systems

• Antiskid brake control systems

• Integrated microwave assemblies and radio frequency (“RF”) and intermediate frequency (“IF”) components

• DC-DC converters and EMI filters

• Electronic control systems

• Fuel gauging systems

• Aircraft seat actuation systems

• Wide range of highly engineered isolation valves, including check valves, sleeved plug valves, lined valves and pipe, process ball valves, high performance butterfly valves, bellows sealed global valves, aseptic and industrial diaphragm valves, multi- and quarter-turn valves

• Pump solutions for water and wastewater applications

• Valve diagnostic and calibration systems

• Fluid instrumentation and sampling components

• Valve position monitoring and control systems

• Balancing and safety valves for building services

• Sensors, switches and regulators for hydraulic and pneumatic systems

³  Includes $232 million of sales (11% of 2021 sales) in the PFT segment generated by Crane Supply which was divested in May 2022.

⁴  Includes $232 million of sales and $37.8 million of operating profit generated by Crane Supply which was divested in May 2022.

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Aerospace & Electronics

Our A&E segment supplies critical components and systems, including original equipment and aftermarket parts, primarily for the commercial aerospace, military aerospace, defense and space markets. The commercial market and military market accounted for 52% and 48%, respectively, of total segment sales in 2021. Sales to original equipment manufacturers (“OEMs”) and aftermarket customers were 73% and 27%, respectively, in 2021.

We provide mission critical systems that require high reliability and high accuracy, such as pressure sensors for aircraft engine control, aircraft braking systems for fighter jets, power conversion solutions for spacecraft and lubrication systems for the harshest and most hazardous environmental conditions. Crane Company has invented many of the fundamental technologies that are now the industry standard in the areas where we compete, with a track record for performance, reliability and innovation. Our A&E segment’s integrated capabilities include the following:

• Power Solutions: Provides enabling technology to accelerate electrification of air, land, space and sea vehicles and systems.

• Sensing Systems: Provides components and systems for condition and position sensing, and pressure and flow measurement, with high-accuracy, reliability and engineering to excel in rugged aerospace environments.

• Fluid & Thermal Management: Designs and manufactures positive displacement pumps, centrifugal pumps and true mass flowmeters for aerospace and defense applications.

• Landing Systems: Provides hydraulic and electric brake control systems with antiskid and autobrake functionality, as well as electronic and hydraulic subsystems for landing gear control.

• Microwave Solutions: Designs and manufactures high-performance RF and IF components and millimeter-wave systems and subsystems for defense, space and commercial end-use customers.

Our A&E segment has strong visibility into long-term growth driven by positions on market leading platforms, numerous new program wins and continued investment in technology readiness. The segment is also positioned to benefit from market growth driven by accelerating trends, including increasing new commercial aircraft deliveries, air passenger travel growth, defense investment, ongoing maintenance, repair and overhaul organizations (“MRO”) requirements and emerging applications in the space market, as well as a strong trend driving greater electrification for aerospace and defense applications. Our unique position to drive sustained growth is driven by differentiated technology investment focused on high-growth market segments, including Low Earth Orbit satellite constellations, next-generation aircraft engines, advanced ground and sea-based radar systems, as well as high-power and bi-directional power conversion for numerous emerging commercial and military applications, including more-electric and hybrid-electric ground vehicles and hybrid-electric and pure electric-propulsion aircraft.

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Our A&E management team has a track record of leveraging CBS and operational excellence to drive productivity and growth, to enhance core capabilities and to expand into adjacent markets both organically and through acquisitions. CBS has been a key driver during the coronavirus (“COVID-19”) pandemic’s operating margin performance period, with margins averaging 22% in the pre-COVID-19 period 2011 through 2019, and consistently in the 20% to 24% range during that period. As air traffic returns to pre-COVID-19 levels, our expectation is that operating margins should return to their pre-COVID-19 range.

Aerospace & Electronics Operating Profit

Margin

Process Flow Technologies

Our PFT segment is a provider of highly engineered fluid handling equipment for mission critical applications that require high reliability and the segment is comprised of Process Valves and Related Products, Pumps and Systems and Commercial Valves.

• Process Valves and Related Products: Manufactures a wide range of on/off isolation valves, including check valves, sleeved plug valves, lined valves, process ball valves, high performance butterfly valves, bellows sealed globe valves, aseptic and industrial diaphragm valves and multi / quarter-turn valves actuation. Other related products include lined pipe, fittings and hoses, air operated diaphragm and peristaltic pumps, instrumentation and sampling systems, valve positioning and control systems, valve diagnostic and calibration systems. Across the portfolio, the primary focus is on chemical, pharmaceutical and general industrial end markets. Manufacturing facilities, along with sales and service centers, are located across North America, Europe, the Middle East, Asia and Australia.

• Pumps and Systems: Manufactures pumps products for water and wastewater applications, primarily in the United States municipal and industrial markets.

• Commercial Valves: Manufactures valves and related products for the non-residential construction, gas utility and municipal markets. The primary geographies served by the manufacturing operations are the United Kingdom, the Middle East and continental Europe.

Our portfolio strategically targets high growth, less cyclical markets, including chemical, general industrial, water and wastewater and pharmaceutical. We expect these industries to be outsized growth segments of the market, driven by investment in sustainability and clean energy, aging infrastructure, tightening wastewater regulations and an aging population with a growing demand for healthcare.

Crane has a strong track record of innovation and being a pioneer in the industry, “writing the book” on the flow of fluids with Technical Paper 410, which is still used as the definitive authority on the topic for engineers, professionals and other practitioners. By focusing on accelerating the rate of innovation through R&D investment, we have driven incremental market capture and supported new product sales vitality at our Process Solutions business, more than doubling the percentage of sales derived from recent product introductions from

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2018 to 2021. New product development has also helped shift the business further into the aforementioned high growth verticals of chemical, general industrial, water and wastewater and pharmaceutical.

Through execution of CBS, we have driven operating margin expansion from under 6% in 2003 to 9.8% in 2017, and to 15.2% in 2021 with opportunity for additional operational upside. Our PFT management team has a long track record of leveraging CBS to drive productivity and growth, to enhance core capabilities and to expand into adjacent markets both organically and through mergers and acquisitions.

Process Flow Technologies Operating Profit

Margin

Competitive Strengths

We deliver leading mission critical products across our PFT and A&E segments in attractive end markets.

At our PFT segment, we have delivered above-market growth in our core target markets (chemical, water and wastewater, pharmaceutical and general industrial), and we have actively shifted our portfolio to these markets which have strong secular growth trends, as well as limited cyclicality relative to energy-focused markets.

Our A&E segment is well-positioned across major commercial and military aerospace platforms, as well as next generation commercial, military and space platforms. We believe our balanced business mix positions us well to benefit from accelerating growth across both military and commercial market segments, and our technology investments have positioned us to benefit from a number of key secular trends in the industry, including electrification, increasing power requirements and demand for enhanced fuel efficiency.

In addition to our market positioning, we believe several key attributes add to the strength of each business and position us for future growth: (i) delivering mission critical, high cost of failure solutions protected by strong IP positions, (ii) a track record of innovation and strong R&D investment, (iii) the contribution of CBS and (iv) our healthy financial position. Each of these attributes is described in more detail below.

Mission critical, high cost of failure solutions protected by strong IP positions.

Across both our PFT and A&E segments, we offer diverse products and solutions that are mission critical, high cost of failure and protected by strong IP positions. The high level of specification and regulation across both platforms drives stickiness and underpins our strong aftermarket profile (estimated to be ~40% of revenue) while differentiating us from competitors. Our products reflect relatively limited input costs for customers despite the high cost of failure and downtime, which leads to limited turnover across our customer base. Moreover, we participate in long cycle markets in which deep technological expertise and specialized offerings are critical to reliably meet demanding customer specifications, qualifications and regulatory requirements.

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Track record of innovation and strong R&D investment.

We have a long history and strong culture of innovation at Crane and the rate of innovation has accelerated across our businesses. Within our A&E segment, we have launched nearly 300 new products over the last five years, many of which are expected to support revenue cycles lasting up to 30 years given the long-tail of aftermarket demand, particularly in commercial aerospace. Additionally, our differentiated technology and focus on breakthrough innovation has allowed Crane to strategically position the portfolio towards high-growth market verticals across our A&E segment, including space, electric vehicles and next generation aircraft, and our PFT segment, including chemical, general industrial, water and wastewater and pharmaceutical end markets.

Leveraging the strength of CBS.

CBS is a key contributor to our ability to drive growth and operating margin improvement. We empower our businesses with the tools to leverage strong cultural foundations that support successful execution across each organization. CBS gives us the ability to incorporate “Voice of the Customer” teachings, including specific processes designed to capture our customers’ requirements and continuously improve safety, quality, delivery, cost and growth. Crane has a strong track record of leveraging CBS to drive growth, margin expansion and applying CBS to acquisitions to optimize the portfolio and realize significant synergies.

Healthy financial position.

The Company is well-positioned to capitalize on accelerating mega-trends across both our A&E and PFT segments, which has the ability to drive further top-line growth while also leveraging CBS to support both growth and further margin expansion.

Crane Company is a significant player across a fragmented industry, with revenue of $2.1 billion and operating profit margin of 12.1%. We estimate approximately 40% of revenues are recurring in nature given our high mix of consumable parts and ongoing need for maintenance and repair across the markets we serve. Our strong margins reflect our disciplined application of CBS and the attractiveness of our end markets and overall business model. Limited capital expenditure requirements, estimated at approximately 2.0% to 2.5% of sales, also support the ability to achieve a strong free cash flow profile.

Supportive Industry Tailwinds

A&E Segment Key Market Drivers:

• Demand for efficient and sustainable electrification: Electrification of the aviation industry is rapidly emerging due to significant benefits in cost, and noise, as well as emission reductions. This increasing electrification of the aviation industry not only benefits our power business, but also translates to other product areas, such as our landing systems business. Electrifying aircraft is a key priority for many of our customers, which we believe will continue to accelerate with the advancements in hybrid and all-electric propulsion.

• More complex and increasing power requirements: There is significant demand for higher power capabilities across numerous A&E applications, particularly military, including advanced ground-based Active Electronically Scanned Array (“AESA”) radar that have more complex power and cooling requirements than prior technologies. New hybrid-electric and more-electric applications across commercial and military markets, such as eVTOL, military vehicles and alternative propulsion aircraft, all have evolving requirements with demand for more power, bi-directional power conversion, cooling/thermal management and more complex sensing solutions.

• Demand for enhanced operating and fuel efficiency: Improvements in operating efficiency for OEMs are driving the need for innovation among suppliers. Moreover, there is an increased push towards

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customers reducing their carbon footprint, particularly in commercial aerospace. We continue to be a leading supplier across fuel efficient aircraft, such as the Boeing 737MAX, Airbus A320neo, Embraer E2 and the COMAC C919 and their associated engines. Advancements in our core technologies, including size, weight and performance, can be found on the latest generation aircraft, which are enabling lower operating costs and higher fuel efficiency in commercial aviation. In addition, we have been selected for numerous demonstrator programs given our advanced capabilities across several technologies.

• Rebound in commercial aerospace activity: Since the COVID-19-related flight activity trough in May and June 2020, there has been a rebound in commercial aerospace travel that is expected to continue as the world moves past the pandemic. Longer-term, there is also a growing secular demand for air travel as the global middle class continues to expand and emerging markets further develop their commercial aerospace infrastructure. These trends facilitate both an increase in new aircraft deliveries, as well as increasing passenger volumes, each of which drives a need for more of our products given our exposure to both OEM deliveries and aftermarket servicing.

• Increased defense and space spending given “near-peer” threats: Recent geopolitical uncertainty has prioritized the need for defense spending. While traditional aerospace markets continue to see spending growth, emerging markets, such as space, have become an area of focus given the need for enhanced communications and imaging, lower cost to launch and investment by near-peer threats. We believe we are well positioned across both traditional and new growth markets, including space.

PFT Segment Key Market Drivers:

• Growing demand for next generation chemicals: The chemical market continues to be a long-term growth market, and we have been a major participant in this space for decades. We are seeing continued investment by our customers aligned with new and evolving applications in clean energy and advanced electronics. Our new products are designed to solve our customers’ challenges in corrosive, abrasive and toxic media applications commonly seen in the chemical production process and among the most challenging harsh and hazardous environments in the industry. Many of our customers are also transitioning to alternative energy sources, including hydrogen, which has created a new economy across power, transportation, HVAC, industrial and feedstock markets. The growth in electromobility and the importance of light-weighting and stronger high-performance materials continues to be a focus area for many of our customers and we continue to be well-positioned to address these material and technologically challenging demands.

• Increased focus on industrial Internet of Things (“IoT”) and customer operating efficiency: Many of our customers are investing in solutions that support energy efficiency and reduced downtime and operating costs. We provide innovative solutions in this space to a number of critical applications involving valves, pumps and sensing products that drive productivity for our customers. We are gaining market share in industrial by being a go-to partner for our customers when it comes to increasing energy efficiency, reducing operating expenses and delivering product reliability. We continue to benefit from the global focus on the reduction of carbon footprints, energy efficiency and environmental, social and corporate governance initiatives, as well as reducing operating expenditures through limited unplanned downtime and lower installation costs.

• Water and wastewater market investment is needed to support growing global population: Aging infrastructure, increased global water usage and tightening regulations are driving investment and growth in the water and wastewater industry. Wastewater treatment plants in the United States are an average of 45 years old and close to the end of their designed lifespan, and the Environmental Protection Agency estimates that the capital cost of wastewater and drinking water infrastructure needed to meet federal water quality and safety requirements and public health objectives exceeds

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$744 billion over a 20-year period. Furthermore, there are tightening regulations, such as stricter disposal requirements due to increasing contaminants in wastewater and zero tolerance for environmental incidents. Our wastewater pumps are designed to solve flow disruption problems, increase performance and reduce operating costs in the collection and treatment of wastewater. We believe our innovative products combined with strong market tailwinds are driving our significant growth momentum in the wastewater market segment.

• Growing aging population and increased access to pharmaceuticals: An aging population, improving access to healthcare and increased outpatient services have significantly increased the size of the pharmaceutical market which is a positive tailwind for our business. Breakthroughs in the pharmaceutical industry are generating investment in mega manufacturing facilities where Crane Company is one of the key valve providers, with a large installed base at key facilities around the world. We expect to increase our already strong position in the market with an expanded portfolio of products and solutions. We continue to invest and grow in the pharmaceutical aseptic space, and we expect this will continue to grow as an overall share of our business.

Engineered Materials

In addition to our two global strategic growth platforms, our Engineered Materials segment contributed 11% of 2021 sales. In May 2021, Crane Holdings, Co. announced that it had signed an agreement to divest its Engineered Materials segment. In May 2022, that agreement was terminated after the Department of Justice declined to approve the transaction. Our Engineered Materials segment supplies fiberglass reinforced plastic (“FRP”) based products and solutions primarily for use in the Recreational Vehicle (“RV”), Building Products and Transportation markets. The Engineered Materials segment’s facilities are located in the United States.

RV sales in 2021 were 45% of segment sales and primarily consist of sidewall, roof and slideout panels for RV construction sold to OEMs. We see a favorable market trend in the RV industry benefiting from growth in first-time customers driven by the COVID-19 pandemic, demographic trends favorable for RV ownership and increased interest in camping.

Building Products sales in 2021 were 42% of segment sales and include wall and ceiling panels used in commercial construction across a variety of industries with a focus on national chain accounts, primarily in the restaurant and retail space, and sold through building products distributors. Building Products is positioned to benefit from long-term growth in its targeted national chain accounts in the restaurant and retail industries, with additional growth initiatives focused on key secular growth markets where FRP has a differentiated value proposition, including: (i) “ghost” kitchens that are benefiting from on-demand food delivery trends, (ii) cold storage where demand is driven by a growing consumer adoption of online grocery purchases, (iii) retail health clinics, including urgent care facilities and dialysis centers, (iv) cannabis growing facilities, (v) data centers and (vi) order fulfillment centers and warehouses.

Transportation sales in 2021 were 13% of segment sales and primarily consisted of interior liner and scuff panels, roofs and side skirts for trailer and truck body construction sold to OEMs. We believe this business segment is well positioned for future growth given its strategic focus on high-growth niche segments and increasing sales through its commitment to superior customer service and product innovation. It has a broad product portfolio with 19 distinct product families across 10 leading brands. The segment has a demonstrated track record of new product development and enhancements, as well as commitment to product performance and quality that we believe is differentiated from our peers. Transportation is also positioned for growth given its products aligned with trends that support the expansion of e-commerce and “last-mile” delivery demand.

Overall, longstanding relationships with a diverse base of customers provides the ability to leverage CBS to drive productivity and growth. Low ongoing needs for capital expenditures and working capital efficiency have contributed to strong margins and free cash flow conversion.

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Recent Developments

Sale of Redco

On August 12, 2022, Crane Holdings, Co., Crane Company and Redco Corporation (“Redco”), a wholly-owned subsidiary of Crane Company that holds 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”), 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”). 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 Crane Holdings, Co.’s $400 million 364-day Term Loans (as defined below) issued on August 11, 2022 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 spin-off, 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 have been removed from Crane Holdings, Co.’s condensed consolidated balance sheets and Crane Company’s condensed combined balance sheets effective August 12, 2022. A loss of $162.4 million was recorded on Crane Holdings, Co.’s condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and Crane Company’s condensed combined statements of operations for the nine months ended September 30, 2022.

364-Day Credit Agreement

On August 11, 2022, Crane Holdings, Co. entered into a new senior unsecured 364-day credit facility (the “364-Day Credit Agreement”), by and among Crane Holdings, Co., as sole borrower, the financial institutions party thereto as lenders and JPMorgan Chase Bank, N.A., as administrative agent. Crane Company is not party to the 364-Day Credit Agreement and will not be subject to its restrictive provisions following the spin-off. Following entry into the 364-Day Credit Agreement, on August 11, 2022, Crane Holdings, Co. borrowed term loans denominated in U.S. dollars (the “Term Loans”) in an aggregate principal amount of $400 million under the 364-Day Credit Agreement. Interest on the Term Loans accrues at a rate per annum equal to, at Crane Holdings, Co.’s option, (i) 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 Crane Holdings, Co.’s senior unsecured long-term debt (the “Index Debt Rating”) or (ii) an adjusted Term SOFR (determined in a customary manner) for an interest period to be selected by Crane Holdings, Co., plus a margin of 1.25% or 1.50% that is determined based upon the Index Debt Rating. The 364-Day Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including (a) limitations on the ability of Crane Holdings, Co.’s subsidiaries to incur indebtedness and (b) restrictions on Crane Holdings, Co. and its subsidiaries with respect to liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets and transactions with affiliates. Crane Holdings, Co. must also maintain a debt to capitalization ratio not to exceed 0.65 to 1.00 at all times. The

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364-Day Credit Agreement also provides for customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, any representation or warranty made by Crane Holdings, Co. or any of its material subsidiaries being false in any material respect, default under certain other material indebtedness, certain insolvency or receivership events affecting Crane Holdings, Co. and its material subsidiaries, certain ERISA events, material judgments and a change in control of Crane Holdings, Co., in each case, subject to thresholds and cure periods where customary. The 364-Day Credit Agreement permits Crane Holdings, Co. to undertake the spin-off.

Sale of Crane Supply

On April 8, 2022, Crane 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, Crane received CAD 5 million related to a final working capital adjustment. A total gain on sale of $232.5 million was recorded on Crane Holdings, Co.’s condensed consolidated statements of operations for the nine months ended September 30, 2022 and Crane Company’s condensed combined statements of operations for the nine months ended September 30, 2022.

Termination of Agreement to Sell Engineered Materials

On May 16, 2021, Crane entered into an agreement to sell the Engineered Materials segment to Grupo Verzatec S.A. de C.V. (“Verzatec”) for $360 million on a cash-free and debt-free basis. In the second quarter of 2021, the assets and liabilities of the segment were classified as held for sale. On May 26, 2022, Verzatec terminated the sale agreement and paid $7.5 million to Crane in termination fees. 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.

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SUMMARY OF THE SEPARATION AND DISTRIBUTION

The following provides a summary of the terms of the separation and distribution. For a more detailed description of the matters described below, see the section of this information statement entitled “The Separation and Distribution.”

Distributing Company

Crane Holdings, Co. is a Delaware corporation, which will be renamed “Crane NXT, Co.” upon completion of the spin-off. Following the distribution, Crane NXT, Co. will not own any shares of Crane Company common stock.

Distributed Company

Crane Company is a Delaware corporation and, prior to the spin-off, a wholly-owned subsidiary of Crane Holdings, Co. After completion of the spin-off, Crane Company will be an independent, publicly traded company.

Distribution Ratio

Each holder of Crane Holdings, Co. common stock will receive one share of Crane Company common stock for every one share of Crane Holdings, Co. common stock held on [●], the record date. Please note that if you sell your shares of Crane Holdings, Co. common stock on or before the distribution date, the buyer of those shares may, in certain circumstances, be entitled to receive the shares of Crane Company common stock distributed on the distribution date.

Distributed Securities

Crane Holdings, Co. will distribute all of the shares of Crane Company common stock owned by Crane Holdings, Co., which will be 100% of Crane Company’s common stock outstanding immediately prior to the distribution. Based on the approximately [●] shares of Crane Holdings, Co. common stock outstanding on [●], and applying the distribution ratio of one share of Crane Company common stock for every one share of Crane Holdings, Co. common stock, Crane Holdings, Co. will distribute approximately [●] shares of Crane Company common stock to Crane Holdings, Co. stockholders who hold Crane Holdings, Co. common stock as of the record date.

Record Date

The record date is expected to be 5:00 p.m. local New York City time on [●].

Distribution Date

The distribution date is expected to be on or about [●].

Distribution

On the distribution date, Crane Holdings, Co., with the assistance of Computershare Trust Company, N.A. (“Computershare”), the distribution agent, will electronically distribute shares of Crane Company common stock to your bank or brokerage firm on your behalf or through the systems of the DTC (if you hold the shares through a bank or brokerage firm that uses DTC) or to you in book-entry form. You will not be required to make any

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payment or surrender or exchange your shares of Crane Holdings, Co. common stock or take any other action to receive your shares of Crane Company on the distribution date. Your bank or brokerage firm will credit your account for the shares of Crane Company common stock or the distribution agent or the transfer agent will mail you a book-entry account statement that reflects your shares of Crane Company. Please note that if you sell your shares of Crane Holdings, Co. common stock on or before the distribution date, the buyer of those shares may, in certain circumstances, be entitled to receive the shares of Crane Company common stock distributed on the distribution date.

Distribution Agent

Computershare Trust Company, N.A.

Conditions to the Distribution

The distribution of shares of Crane Company common stock by Crane Holdings, Co. is subject to the satisfaction of the following conditions:

• The registration statement of which this information statement forms a part will have become effective under Section 12(d) of the Exchange Act, with no stop order suspending the effectiveness of the registration statement in effect, and no proceedings for that purpose will be pending before, or threatened by, the SEC.

• The mailing of this information statement (or notice of internet availability thereof) to record holders of Crane Holdings, Co. common stock as of [●], the record date.

• The NYSE, or a comparable public market, will have approved the listing of Crane Company common stock, subject to official notice of issuance.

• Crane Holdings, Co. will have received an opinion of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), tax counsel to Crane Holdings, Co., substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify under sections 368(a)(1)(D) and 355 of the Internal Revenue Code of 1986, as amended (the “Code”) as a transaction that is generally tax-free for U.S. federal income tax purposes other than: (i) intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code; (ii) any gain recognized pursuant to Section 357(c) of the Code; and (iii) gain recognized by reason of the last sentence of Section 361(b)(3) of the Code (such opinion, the “Tax Opinion”), except to the extent that Crane Holdings, Co. may recognize gain as a result of distributions from Crane Company in excess of Crane Holdings, Co.’s adjusted basis in the assets transferred to Crane Company (reduced by liabilities assumed by Crane Company) in connection with the separation (together referred to herein as the “intended tax treatment”). See the section of this information statement entitled “United States Federal Income Tax Consequences of the Distribution.”

• Crane Holdings, Co. and Crane Company will have taken all actions and made all filings necessary or appropriate under applicable securities laws or “blue sky” laws of states or other political subdivisions of the United States (and any comparable laws under any foreign jurisdiction).

• No order, injunction or decree issued by any court or other tribunal of competent jurisdiction will have been entered and will be in effect and no law or other legal restraint or prohibition will have been adopted or be effective preventing the consummation of the spin-off or any of the related transactions.

• The reorganization of the Crane NXT, Co. and Crane Company businesses prior to the spin-off will have been effectuated in all material respects.

• The Crane Holdings, Co. Board of Directors shall have declared the distribution and finally approved all related transactions (and such declaration or approval shall not have been withdrawn).

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• No other events or developments shall have occurred (or failed to occur) or exist that, in the sole and absolute discretion of the Crane Holdings, Co. Board of Directors, make it inadvisable to effect the spin-off or the transactions contemplated by the separation and distribution agreement.

• Any material required governmental approvals necessary to consummate the distribution and the transactions contemplated by the separation and distribution agreement and related ancillary agreements shall have been obtained and be in full force and effect.

• Our adoption of Crane Company’s amended and restated certificate of incorporation and amended and restated by-laws and the filing of those documents with the SEC as exhibits to the registration statement on Form 10, of which this information statement forms a part.

• Each of the transition services agreement, the tax matters agreement, the intellectual property matters agreement, the employee matters agreement and the other ancillary agreements shall have been executed and delivered by each party thereto and be in full force and effect.

Crane Holdings, Co. and Crane Company cannot assure you that any or all of these conditions will be met, and Crane Holdings, Co. may also waive conditions to the distribution in its sole discretion and proceed with the distribution even if such conditions have not been met. If the distribution is completed and the Crane Holdings, Co. Board of Directors waived any such condition, such waiver could have a material adverse effect on (i) Crane NXT, Co.’s and Crane Company’s respective business, financial condition or results of operations, (ii) the trading price of Crane Company’s common stock or (iii) the ability of stockholders to sell their Crane Company shares after the distribution, including, without limitation, as a result of (a) illiquid trading if Crane Company common stock is not accepted for listing or (b) litigation relating to any injunctions sought to prevent the consummation of the distribution. If Crane Holdings, Co. elects to proceed with the distribution notwithstanding that one or more of the conditions to the distribution has not been met, Crane Holdings, Co. will evaluate the applicable facts and circumstances at that time and make such additional disclosure and take such other actions as Crane Holdings, Co. determines to be necessary and appropriate in accordance with applicable law.

Crane Holdings, Co. may also decline at any time to go forward with the distribution, whether or not the conditions are satisfied. For a more detailed description, see the section of this information statement entitled “The Separation and Distribution—General—Conditions to the Distribution.”

Stock Exchange Listing

We intend to apply to list Crane Company common stock on the NYSE under the symbol “CR.” Following the completion of the distribution, Crane Holdings, Co. will be renamed “Crane NXT, Co.” and intends to change the symbol for its common stock currently listed on the NYSE to “CXT.”

Tax Considerations

Crane Holdings, Co. has requested a private letter ruling (the “IRS Ruling”) from the Internal Revenue Service (the “IRS”) on certain issues relevant to the qualification of the distribution and certain related transactions for the intended tax treatment, based on certain facts and representations set forth in such request. No assurance can be given that Crane Holdings, Co. will receive the IRS Ruling, and it is not a condition of the distribution. The IRS Ruling, even if received, would not address all of the requirements relevant to the qualification of the distribution for the intended tax treatment, and it is a condition to the completion of the distribution that Crane Holdings, Co. receives the Tax Opinion, although this condition may be waived by Crane Holdings, Co. in its sole discretion.

Accordingly, and so long as the distribution, together with certain related transactions, so qualifies, no gain or loss will be recognized by you for U.S. federal income tax purposes, and no amount will be included in your income, for U.S. federal income tax purposes, upon the receipt of shares of Crane Company common stock pursuant to the distribution.

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For more information regarding the potential U.S. federal income tax consequences to Crane Company, Crane Holdings, Co. and you of the spin-off, see the section of this information statement entitled “United States Federal Income Tax Consequences of the Distribution.”

You should consult your tax advisor as to the particular consequences of the spin-off to you, including the applicability and effect of any U.S. federal, state and local, and any foreign, tax laws.

Relationship Between Crane NXT, Co. and Crane Company Following the Spin-Off

Following the completion of the spin-off, Crane NXT, Co. and Crane Company will be two separate, independent, publicly traded companies. Crane NXT, Co. will not own any shares of Crane Company common stock, and the relationship between Crane NXT, Co. and Crane Company will be governed by, among others, a separation and distribution agreement, a transition services agreement, a tax matters agreement, an intellectual property matters agreement and an employee matters agreement. These agreements will provide for the allocation between Crane Company and Crane NXT, Co. of Crane NXT, Co.’s and Crane Company’s assets, employees, liabilities and obligations (including employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after Crane Company’s spin-off from Crane. For additional information regarding these agreements, see the sections of this information statement entitled “Risk Factors—Risks Related to the Spin-Off” and “Certain Relationships and Related Party Transactions.”

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Summary of Risk Factors

An investment in Crane Company’s common stock is subject to a number of risks, including market, financial, regulatory and operational risks related to our business, our industry, the spin-off and Crane Company common stock. Set forth below are some, but not all, of these risks.

Risks Related to Our Business

• Macroeconomic fluctuations may harm our business, results of operations and stock price;

• Our ability to source components and raw materials from our suppliers could be disrupted or delayed in our supply chain which could adversely affect our results of operation;

• The effects of the ongoing pandemic on our business may adversely affect our results of operations and cash flows;

• Information systems and technology networks failures and breaches in data security, personally identifiable and other information, non-compliance with our contractual or other legal obligations regarding such information, or a violation of our policies with respect to such information, could adversely affect us;

• Our businesses are subject to extensive governmental regulation; failure to comply with those regulations could adversely affect our financial condition, results of operations, cash flows and reputation;

• The prices of our components and raw materials could fluctuate which may adversely affect our profitability;

• We may not be able to retain our personnel or hire and retain additional personnel needed for us to sustain and grow our business as planned;

• Our operations expose us to the risk of environmental liabilities, costs, litigation and violations that could adversely affect our financial condition, results of operations, cash flows and reputation;

• We conduct substantial business outside the U.S. and face risks inherent in non-domestic operations;

• Intangible asset impairment charges could adversely impact future results of operations and financial condition;

• Our business could be harmed if we are unable to protect our IP;

• We could face potential product liability or warranty claims, we may not accurately estimate costs related to such claims, and we may not have sufficient insurance coverage available to cover such claims; and

• Additional tax expense or exposures could affect our financial condition, results of operations and cash flows.

Specific Risks Related to Our Reportable Segments

• Risks related to our A&E segment, which include:

• Our sales are primarily affected by conditions in the commercial aerospace industry which is cyclical in nature, and by changes in defense spending by the U.S. government;

• We are required to comply with various export control laws, which may affect our transactions with certain customers; and

• A portion of this segment’s business is subject to government contracting rules and regulations. Failure to comply with these requirements could result in civil and/or criminal liability.

• Risks related to our PFT segment, which include that demand for our PFT products is heavily dependent on our customers’ level of new capital investment and planned maintenance expenditures.

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• Risks related to our Engineered Materials segment, which include that demand in the relevant end markets is dependent on general economic conditions, credit availability and consumer and corporate spending levels.

Risks Related to the Spin-Off

• Crane Company may not achieve the expected benefits of the spin-off, the spin-off may adversely affect the Company’s business, and the Company may incur material costs and expenses as a result of the spin-off;

• After the spin-off, if Crane Company is unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), or its internal control over financial reporting is not effective, it could have a material adverse effect on Crane Company’s businesses and stock price;

• Potential indemnification liabilities to Crane NXT, Co. could materially and adversely affect Crane Company’s business, financial condition, results of operations and cash flows;

• Crane Company may be subject to certain contingent liabilities of Crane NXT following the spin-off;

• Indemnifications provided by Crane NXT, Co. may be insufficient to insure Crane Company against all related liabilities, and Crane Company’s ability to satisfy its indemnification obligations could be impaired in the future;

• If the distribution of shares of Crane Company, together with certain related transactions, does not qualify for the intended tax treatment, you and Crane NXT, Co. could be subject to significant U.S. federal income tax liability and, in certain circumstances, Crane Company could be required to indemnify Crane NXT for material taxes pursuant to indemnification obligations under the anticipated tax matters agreement;

• The spin-off and related internal restructuring transactions may expose Crane Company to potential liabilities arising out of state and federal fraudulent conveyance laws and legal dividend requirements;

• Crane Company’s post spin-off access to and cost of financing may be different from that available to Crane, which may adversely affect the Company’s business, financial condition or results of operations and cash flows; and

• After the spin-off, the value of common stock in Crane NXT, Co. and Crane Company may collectively trade at an aggregate price less than what Crane Holdings, Co.’s common stock might trade at had the spin-off not occurred.

Risks Related to Crane Company Common Stock

• Crane Company cannot be certain that an active trading market for its common stock will develop or be sustained after the spin-off and distribution, and Crane Company’s stock price may fluctuate significantly;

• A number of shares of Crane Company common stock are or will be eligible for future sale, which may cause Crane Company’s stock price to decline; and

• Certain provisions in Crane Company’s governing documents and Delaware law may prevent or delay an acquisition of Crane Company, which could decrease the trading price of Crane Company common stock.

These and other risks relating to our business, our industry, the spin-off and Crane Company common stock are discussed in greater detail under the section of this information statement entitled “Risk Factors.” You should read and consider all of these risks carefully.

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QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION

What is Crane Company and why is Crane Holdings, Co. separating Crane Company’s businesses and distributing Crane Company stock? Crane Company currently is a wholly-owned subsidiary of Crane Holdings, Co. that was formed to hold assets and liabilities related to all of Crane’s businesses other than its Payment & Merchandising Technologies segment, including its A&E and PFT global growth platforms, as well as its Engineered Materials segment. The separation of Crane Company from Crane and the distribution of Crane Company common stock are intended to provide you with equity investments in two separate companies, each of which will be able to focus on its businesses. The Board of Directors of Crane Holdings, Co. believes that the spin-off will result in enhanced long-term performance of each business for the reasons discussed in the section of this information statement entitled “The Separation and Distribution—General—Reasons for the Spin-Off.”

Why am I receiving this document? Crane Holdings, Co. is making this document available to you because you are a holder of Crane Holdings, Co. common stock. If you are a holder of Crane Holdings, Co. common stock as of 5:00 p.m. local New York City time on [●], the record date for the distribution, you will be entitled to receive one share of Crane Company common stock for every one share of Crane Holdings, Co. common stock that you hold at such time. This document will help you understand how the spin-off will affect your current investment in Crane Holdings, Co. and your investment in Crane NXT, Co. and Crane Company after the spin-off.

How will the spin-off of Crane Company from Crane work? The spin-off will be accomplished through a series of transactions in which (i) the equity interests of the entities that hold assets and liabilities of all of Crane’s businesses other than its Payment & Merchandising Technologies segment, including its A&E and PFT global growth platforms, as well as its Engineered Materials segment, will be transferred to Crane Company, (ii) other assets and liabilities will be assigned to or assumed by Crane Company or the entities described in the foregoing clause (i), as applicable, and (iii) Crane Holdings, Co. will then distribute all of the outstanding shares of common stock of Crane Company to Crane Holdings, Co. stockholders on a pro rata basis as a distribution. Following the completion of the spin-off, Crane Holdings, Co. will hold Crane’s Payment & Merchandising Technologies segment and be renamed “Crane NXT, Co.”, and Crane Company will hold all of Crane’s other businesses, including its A&E and PFT global growth platforms, as well as its Engineered Materials segment.

Why is the spin-off of Crane Company structured as a distribution? Crane Holdings, Co. believes that a distribution, together with certain related transactions, of Crane Company shares to Crane Holdings, Co. stockholders, which Crane Holdings, Co. intends to qualify for the intended tax treatment, is an efficient way to separate its industrial businesses from its payment and currency businesses in a manner that is expected to create long-term benefits and value for Crane NXT,

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Co., Crane Company and their respective stockholders. Following the spin-off, Crane NXT, Co. will not retain any ownership interest in Crane Company.

What will be distributed in the distribution? As a holder of Crane Holdings, Co. common stock, you will receive a dividend of one share of Crane Company common stock for every one share of Crane Holdings, Co. common stock you hold as of 5:00 p.m. local New York City time on [●], the record date for the distribution. Your proportionate interest in Crane Holdings, Co. will not change as a result of the distribution. For a more detailed description, see the section of this information statement entitled “The Separation and Distribution.”

What is the record date for the distribution? The record date for the distribution is 5:00 p.m. local New York City time on [●].

When will the distribution occur? It is expected that all of the shares of Crane Company common stock will be distributed by Crane Holdings, Co. on or about [●], to holders of record of Crane Holdings, Co. common stock as of 5:00 p.m. local New York City time on [●], the record date. However, no assurance can be provided as to the timing of the distribution or that all conditions to the distribution will be met.

Is a stockholder vote required to approve the distribution? No stockholder vote is required to approve the distribution.

What do stockholders need to do to participate in the distribution? Stockholders of Crane Holdings, Co. entitled to receive shares in the distribution will not be required to take any action to receive Crane Company common stock in the distribution, but you are urged to read this entire information statement carefully. No stockholder approval of the distribution is required. You are not being asked for a proxy. You do not need to pay any consideration or exchange or surrender your existing Crane Holdings, Co. common stock or take any other action to receive your shares of Crane Company common stock.

Will I receive physical certificates representing shares of Crane Company common stock following the spin-off? No. Following the spin-off, Crane Company will not issue physical certificates representing shares of Crane Company common stock, even if requested. If you own Crane Holdings, Co. common stock as of 5:00 p.m. local New York City time on [●], the record date, Crane Holdings, Co., with the assistance of Computershare, will electronically distribute shares of Crane Company common stock to you or to your brokerage firm on your behalf by way of direct registration form. “Direct registration form” refers to a method of recording share ownership when no physical share certificates are issued to stockholders, as is the case in this distribution. The distribution agent or the transfer agent will mail you a book-entry account statement that reflects your shares of Crane Company common stock, or your bank or brokerage firm will credit your account for the shares.

Following the distribution, stockholders whose shares are held in book-entry form may request that their shares of Crane Company common stock held in book-entry form be transferred to a brokerage or other account at any time.

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How many shares of Crane Company common stock will I receive in the distribution? Crane Holdings, Co. will distribute to you one share of Crane Company common stock for every one share of Crane Holdings, Co. common stock held by you as of 5:00 p.m. local New York City time on [●], the record date. Based on approximately [●] shares of Crane Holdings, Co. common stock outstanding as of [●], a total of approximately [●] shares of Crane Company common stock will be distributed. For additional information on the distribution, see the section of this information statement entitled “The Separation and Distribution.”

Will Crane Company issue fractional shares of its common stock in the distribution? No. Because you will receive one share of Crane Company common stock for each share of Crane Holdings, Co. common stock that you hold, Crane Holdings, Co. will not need to issue, or pay cash in lieu of, any fractional shares of Crane Company common stock.

What are the conditions to the distribution? The distribution of shares of Crane Company common stock by Crane Holdings, Co. is subject to the satisfaction of the following conditions:

• The registration statement of which this information statement forms a part will have become effective under Section 12(d) of the Exchange Act, with no stop order suspending the effectiveness of the registration statement in effect, and no proceedings for that purpose will be pending before, or threatened by, the SEC.

• The mailing of this information statement (or notice of internet availability thereof) to record holders of Crane Holdings, Co. common stock as of [●], the record date.

• The NYSE, or a comparable public market, will have approved the listing of Crane Company common stock, subject to official notice of issuance.

• Crane Holdings, Co. will have received the Tax Opinion. See the section of this information statement entitled “United States Federal Income Tax Consequences of the Distribution.”

• Crane Holdings, Co. and Crane Company will have taken all actions and made all filings necessary or appropriate under applicable securities laws or “blue sky” laws of states or other political subdivisions of the United States (and any comparable laws under any foreign jurisdiction).

• No order, injunction or decree issued by any court or other tribunal of competent jurisdiction will have been entered and will be in effect and no law or other legal restraint or prohibition preventing the consummation of the spin-off or any of the related transactions.

• The reorganization of the Crane NXT, Co. and Crane Company businesses prior to the spin-off will have been effectuated in all material respects.

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• The Crane Holdings, Co. Board of Directors shall have declared the distribution and finally approved all related transactions (and such declaration or approval shall not have been withdrawn).

• No other events or developments shall have occurred (or failed to occur) or exist that, in the sole and absolute discretion of the Crane Holdings, Co. Board of Directors, make it inadvisable to effect the spin-off or the transactions contemplated by the separation and distribution agreement.

• Any material required governmental approvals necessary to consummate the distribution and the transactions contemplated by the separation and distribution agreement and related ancillary agreements shall have been obtained and be in full force and effect.

• Our adoption of Crane Company’s amended and restated certificate of incorporation and amended and restated by-laws and the filing of those documents with the SEC as exhibits to the registration statement on Form 10, of which this information statement forms a part.

• Each of the transition services agreement, the tax matters agreement, the intellectual property matters agreement, the employee matters agreement and the other ancillary agreements shall have been executed and delivered by each party thereto and be in full force and effect.

Crane Holdings, Co. and Crane Company cannot assure you that any or all of these conditions will be met, and Crane Holdings, Co. may also waive conditions to the distribution in its sole discretion and proceed with the distribution even if such conditions have not been met. If the distribution is completed and the Crane Holdings, Co. Board of Directors waived any such condition, such waiver could have a material adverse effect on (i) Crane NXT, Co.’s and Crane Company’s respective business, financial condition or results of operations, (ii) the trading price of Crane Company’s common stock or (iii) the ability of stockholders to sell their Crane Company shares after the distribution, including, without limitation, as a result of (a) illiquid trading if Crane Company common stock is not accepted for listing or (b) litigation relating to any injunctions sought to prevent the consummation of the distribution. If Crane Holdings, Co. elects to proceed with the distribution notwithstanding that one or more of the conditions to the distribution has not been met, Crane Holdings, Co. will evaluate the applicable facts and circumstances at that time and make such additional disclosure and take such other actions as Crane Holdings, Co. determines to be necessary and appropriate in accordance with applicable law.

Crane Holdings, Co. may also decline at any time to go forward with the distribution, whether or not the conditions are satisfied. For a more detailed description, see the section of this information

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statement entitled “The Separation and Distribution—General—Conditions to the Distribution.”

What is the expected date of completion of the spin-off? The completion and timing of the spin-off are dependent upon a number of conditions. It is expected that the shares of Crane Company common stock will be distributed by Crane Holdings, Co. on or about [•] to the holders of record of Crane Holdings, Co. common stock as of 5:00 p.m. local New York City time on [•], the record date. However, no assurance can be provided as to the timing of the spin-off or that all conditions to the spin-off will be met.

Can Crane Holdings, Co. decide to cancel the distribution of Crane Company common stock even if all the conditions have been met? Yes. Until the distribution has occurred, Crane Holdings, Co. has the unilateral and sole and exclusive right to terminate the distribution for any reason, even if all of the conditions are satisfied. See the section of this information statement entitled “Risk Factors—Risks Related to the Spin-Off.”

What if I want to sell my Crane Holdings, Co. common stock, my Crane NXT, Co. common stock or my Crane Company common stock? You should consult with your financial advisors, such as your stockbroker, bank or tax advisor.

What is “regular-way” and “ex-distribution” trading? Beginning on or shortly before the record date and continuing up to and through the distribution date, it is expected that there will be two markets in Crane Holdings, Co. common stock: a “regular-way” market and an “ex-distribution” market. Shares of Crane Holdings, Co. common stock that trade in the “regular-way” market will trade with an entitlement to shares of Crane Company common stock distributed pursuant to the distribution. Shares that trade in the “ex-distribution” market will trade without an entitlement to shares of Crane Company common stock distributed pursuant to the distribution. Each stockholder trading in Crane Holdings, Co. shares would make any decision as to whether to trade one or more of such stockholder’s shares in Crane Holdings, Co. in the “regular-way” market or the “ex-distribution” market.

If you decide to sell any shares of your Crane Holdings, Co. common stock before the distribution date, you should make sure your stockbroker, bank or other nominee understands whether you want to sell your Crane Holdings, Co. common stock with or without your entitlement to Crane Company common stock pursuant to the distribution.

Where will I be able to trade shares of Crane Company common stock? Crane Company intends to apply to list its common stock on the NYSE under the symbol “CR.” Crane Holdings, Co. will be renamed “Crane NXT, Co.” and intends to change the symbol for its common stock currently listed on the NYSE to “CXT.” Crane Company expects that trading in shares of its common stock will begin on a “when-issued” basis on or about the record date and will continue up to and through the distribution date and that “regular-way” trading in Crane Company common stock will begin on the first trading day following the distribution date. If trading begins on a “when-issued” basis, you may purchase or sell Crane Company common stock up to

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and through the distribution date, but your transaction will not settle until after the distribution date. Crane Company cannot predict the trading prices for its common stock before, on or after the distribution date.

What will happen to the listing of Crane Holdings, Co. common stock? Prior to the completion of the spin-off, Crane Holdings, Co. will continue to trade on the NYSE under the symbol “CR.” Following the completion of the spin-off, Crane Holdings, Co. will be renamed “Crane NXT, Co.” and intends to change the symbol for its common stock currently listed on the NYSE to “CXT.”

Will the number of shares of Crane Holdings, Co. common stock that I own change as a result of the distribution? No. The number of shares of Crane Holdings, Co. common stock that you own will not change as a result of the distribution.

Why is Crane Company being treated as the “accounting spinnor” and therefore the “accounting successor” to Crane for accounting purposes? Notwithstanding the legal form of the spin-off described elsewhere in this information statement, for accounting and financial reporting purposes, Crane’s Payment & Merchandising Technologies segment will be presented as being spun-off from Crane. This presentation is in accordance with GAAP and is primarily a result of, among other factors, Crane Company’s (which is the legal spinnee) larger operations, greater tangible assets, greater fair value and greater net sales, in each case, relative to Crane NXT. Further, Crane has determined that Crane best represents the predecessor entity to Crane Company. Therefore, the historical financial statements presented herein and in our future filings, with respect to periods prior to the spin-off, will be represented by the historical consolidated financial statements of Crane, and the pro forma financial statements will present Crane NXT as discontinued operations. See the sections of this information statement entitled “Risk Factors—Risks Related to the Spin-Off—The historical and pro forma financial information presented herein is not necessarily representative of the results that Crane Company would have achieved as a separate, publicly traded company and therefore may not be a reliable indicator of its future results,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane Company (Supplemental)” for more information regarding the effects of this accounting treatment.

What are the U.S. federal income tax consequences of the spin-off? Crane Holdings, Co. has requested the IRS Ruling on certain issues relevant to the qualification of the distribution for the intended tax treatment, based on certain facts and representations set forth in such request. No assurance can be given that Crane Holdings, Co. will receive the IRS Ruling, and it is not a condition of the distribution. The IRS Ruling, even if received, would not address all of the requirements relevant to the qualification of the distribution for the intended tax treatment, and it is a condition to the completion of the distribution that Crane Holdings, Co. receives the Tax Opinion, although this condition may be waived by Crane Holdings, Co. in its sole discretion.

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Accordingly, and so long as the distribution, together with certain related transactions, qualifies for the intended tax treatment, no gain or loss will be recognized by you for U.S. federal income tax purposes, and no amount will be included in your income, for U.S. federal income tax purposes, upon the receipt of shares of Crane Company common stock pursuant to the distribution.

For more information regarding the potential U.S. federal income tax consequences to Crane Company, Crane Holdings, Co. and you of the spin-off, see the section of this information statement entitled “United States Federal Income Tax Consequences of the Distribution.” You should consult your tax advisor as to the particular consequences of the spin-off to you, including the applicability and effect of any U.S. federal, state and local, and any foreign, tax laws.

What are the material state, local and foreign income tax consequences of the distribution? The Tax Opinion will not address the state, local or foreign income tax consequences of the distribution. You should consult your tax advisor as to the particular state, local and foreign tax consequences of the spin-off to you, which consequences may differ from those described in the section of this information statement entitled “United States Federal Income Tax Consequences of the Distribution.”

How will I determine my tax basis in the Crane Company shares I receive in the distribution? Assuming that the distribution is tax-free to Crane Holdings, Co. stockholders for U.S. federal income tax purposes, your aggregate tax basis in your Crane Holdings, Co. common stock held by you immediately prior to the distribution will be allocated between your Crane Holdings, Co. common stock (which will be Crane NXT, Co. common stock following the spin-off) and Crane Company common stock that you receive in the distribution in proportion to the relative fair market values of each immediately following the distribution. Crane Holdings, Co. will provide its stockholders with information to enable them to compute their tax basis in both their Crane NXT, Co. and Crane Company shares. This information will be posted on Crane NXT’s website following the distribution date.

You should consult your tax advisor about the particular consequences of the spin-off to you, including a situation where you have purchased Crane Holdings, Co. shares at different times or for different amounts, and the application and effect of state, local and foreign tax laws.

For a more detailed description, see the section of this information statement entitled “United States Federal Income Tax Consequences of the Distribution.”

What will the Company’s relationship be with Crane NXT following the spin-off? Following the completion of the spin-off, Crane NXT, Co. and Crane Company will be two separate, independent, publicly traded companies, Crane NXT, Co. will not own any shares of Crane Company common stock and the relationship between Crane Company and Crane NXT, Co. will be governed by, among others, a separation and distribution agreement, a transition services agreement, a tax matters agreement, an intellectual property matters

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agreement and an employee matters agreement. These agreements will provide for the allocation between Crane Company and Crane NXT, Co. of Crane NXT, Co.’s and Crane Company’s assets, employees, liabilities and obligations (including employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after Crane Company’s spin-off from Crane. For additional information regarding these agreements, see the sections of this information statement entitled “Risk Factors—Risks Related to the Spin-Off” and “Certain Relationships and Related Party Transactions.”

Will I have appraisal rights in connection with the distribution? No. Holders of Crane Holdings, Co. common stock are not entitled to appraisal rights in connection with the distribution.

Are there risks associated with owning Crane Company common stock? Yes. Ownership of Crane Company common stock is subject to both general and specific risks relating to Crane Company’s businesses, the industries in which it operates, its ongoing contractual relationships with Crane NXT and its status as a separate, publicly traded company. Ownership of Crane Company common stock is also subject to risks relating to the spin-off, including that, following the spin-off, the Company’s businesses will be less diversified than Crane’s businesses prior to the spin-off. These risks are described in the section of this information statement entitled “Risk Factors.” You are encouraged to read that section carefully.

What will govern my rights as a Crane Company stockholder? Your rights as a Crane Company stockholder will be governed by Delaware law, as well as our amended and restated certificate of incorporation and our amended and restated by-laws. At the time of the distribution, stockholder rights between the existing Crane Holdings, Co. common stock and Crane Company common stock will be substantially the same. For additional details regarding Crane Company common stock and Crane Company stockholder rights, see the section of this information statement entitled “Description of Capital Stock.”

Who will manage Crane Company after the spin-off? After the spin-off, Crane Company’s President and Chief Executive Officer will be Max H. Mitchell, who currently serves as Crane Holdings, Co.’s President and Chief Executive Officer, and Crane Company’s Senior Vice President and Chief Financial Officer will be Richard A. Maue, who currently serves as Crane Holdings, Co.’s Senior Vice President and Chief Financial Officer. These two executives, along with the rest of their expected senior leadership team, have extensive experience managing Crane Company’s businesses, as well as governance, management and administration of a publicly traded entity.

For more information regarding Crane Company’s expected named executive officers and other members of its management team, see the section of this information statement entitled “Management.”

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What will Crane Company’s dividend and share repurchase policy be after the spin-off? Although Crane Company anticipates that it will likely pay quarterly dividends following the distribution, Crane Company has not yet determined the value of the dividend it will pay on its common stock. The timing, declaration, amount of and payment of any dividends following the spin-off by Crane Company is within the discretion of Crane Company’s Board of Directors and will depend upon many factors, including the Company’s financial condition, earnings, capital requirements of its operating subsidiaries, covenants (if any) associated with debt service obligations, legal requirements, regulatory constraints, industry practice, ability to access capital markets and other factors deemed relevant by Crane Company’s Board of Directors. Moreover, if Crane Company determines to pay any dividend in the future, there can be no assurance that it will continue to pay such dividends or the amount of such dividends. In addition, Crane Company expects that Crane Company’s Board of Directors will be permitted to authorize share repurchase programs if circumstances warrant. See the section of this information statement entitled “Dividend Policy.”

What will happen to Crane Holdings, Co. options, restricted share units, performance-based restricted share units and deferred stock units in connection with the spin-off? Crane Holdings, Co.’s equity compensation awards outstanding as of the distribution date are expected to be adjusted as follows:

• Equity awards held by executive officers and non-employee directors are expected to be adjusted using the “shareholder method,” in which each pre-distribution Crane Holdings, Co. award is adjusted into a Crane NXT, Co. equity award and a Crane Company equity award. All other equity awards are expected to be adjusted using the “replacement method,” in which each pre-distribution Crane Holdings, Co. award is adjusted into a single equity award based on the award holder’s post-distribution employer (either Crane NXT, Co. or Crane Company).

• For each equity award holder, regardless of the adjustment method used, the intent is to maintain the intrinsic value of those equity awards immediately before and after the consummation of the distribution.

• The material terms of the equity awards, such as vesting conditions and treatment upon termination of employment, will generally continue unchanged.

For a detailed description of how Crane Holdings, Co.’s equity compensation awards will be treated, see the section of this information statement entitled “Certain Relationships and Related Party Transactions—Agreements with Crane Holdings, Co. / Crane NXT, Co.—Employee Matters Agreement—Equity Compensation Awards.”

Will the distribution of Crane Company common stock affect the market price of Crane NXT, Co. common stock? As a result of the distribution, we expect the trading price of shares of post-spin-off Crane Holdings, Co. common stock (which will be Crane NXT, Co. common stock following the spin-off) to be different

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from the trading price of Crane Holdings, Co. common stock immediately prior to the distribution because the trading price will no longer include the value of Crane Company’s businesses. Furthermore, until the market has fully analyzed the value of Crane NXT, the price of shares of Crane NXT, Co. common stock may fluctuate more than it typically has historically. There can be no assurance that, following the distribution, the combined value of Crane NXT, Co. common stock and Crane Company common stock will equal or exceed what the value of Crane Holdings, Co. common stock would have been in the absence of the distribution.

Will Crane Company incur any debt prior to or at the time of the distribution? Crane Company intends to enter into the Crane Company Term Loan (as defined below). Proceeds from the Crane Company Term Loan are expected to be used to pay a dividend to Crane Holdings, Co. See the section of this information statement entitled “Description of Certain Indebtedness.”

Who will be the distribution agent, transfer agent and registrar for Crane Company common stock? The distribution agent, transfer agent and registrar for Crane Company common stock will be Computershare. For questions relating to the transfer or mechanics of the stock distribution, you should contact:

Computershare Trust Company, N.A.

P.O. Box 505000

Louisville, KY 40233

Tel: (877) 373-6374

Where can I find more information about Crane Holdings, Co., Crane NXT, Co. and Crane Company? If you have any questions relating to Crane Holdings, Co., you should contact:

Crane Holdings, Co.

100 First Stamford Place

Stamford, CT 06902

Tel: (203) 363-7300

Attn: Investor Relations

After the distribution, Crane NXT, Co. stockholders who have any questions relating to Crane NXT, Co. should contact Crane NXT, Co. at:

Crane NXT, Co.

100 First Stamford Place

Stamford, CT 06902

Tel: (203) 363-7300

Attn: Investor Relations

After the distribution, Crane Company stockholders who have any questions relating to Crane Company should contact Crane Company at:

Crane Company

100 First Stamford Place

Stamford, CT 06902

Tel: (203) 363-7300

Attn: Investor Relations

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Principal Executive Office

Crane Company was incorporated in Delaware on June 15, 2022. Our principal executive offices are currently located at 100 First Stamford Place, Stamford, CT 06902, and our telephone number is currently (203) 363-7300. We maintain a website at www.craneco.com. The information contained on our website or that can be accessed through our website neither constitutes part of this information statement nor is incorporated by reference herein, and investors should not rely on any such information in deciding whether to invest in Crane Company common stock.

Reasons for Furnishing This Information Statement

This information statement is being furnished solely to provide information to stockholders of Crane Holdings, Co. who are entitled to receive shares of Crane Company common stock in the distribution. This information statement is not, and is not to be construed as, an inducement or encouragement to buy, hold or sell any of our securities or securities of Crane Holdings, Co. We believe that the information contained in this information statement is accurate as of the date set forth on the cover of this information statement. Changes may occur after that date, and none of us, the Crane Company Board of Directors, the Crane Holdings, Co. Board of Directors or the Crane NXT, Co. Board of Directors undertake any obligation to update such information except in the normal course of our respective disclosure obligations and practices, or as required by applicable law.

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RISK FACTORS

You should carefully consider the risks and uncertainties described below, together with the information included elsewhere in this information statement. The risks and uncertainties described below are those that we have identified as material, but are not the only risks and uncertainties facing Crane Company. Our business is also subject to general risks and uncertainties that affect many other companies, such as market conditions, geopolitical events, changes in laws or accounting rules, fluctuations in interest rates, terrorism, wars or conflicts, major health concerns, natural disasters, or other disruptions of expected economic or business conditions. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our business, including our results of operations, liquidity and financial condition.

Risks Related to Our Business

Macroeconomic fluctuations may harm our business, results of operations and stock price.

Our business, financial condition, operating results and cash flows may be adversely affected by changes in global economic conditions and geopolitical risks, including credit market conditions, trade policies, levels of consumer and business confidence, commodity prices and availability, inflationary pressures, exchange rates, levels of government spending and deficits, political conditions, and other challenges that could affect the global economy including impacts associated with economic sanctions imposed against Russia, including any territory within the Ukraine that Russia has occupied, in response to their recent invasion of Ukraine. These economic and geopolitical conditions could affect businesses such as ours in a number of ways. Such conditions could have an adverse impact on our flexibility to react to changing economic and business conditions and on our ability to fund our operations. In addition, restrictions on credit availability could adversely affect the ability of our customers to obtain financing for significant purchases and could result in decreases in or cancellation of orders for our products and services, as well as impact the ability of our customers to make payments. Similarly, credit restrictions may adversely affect our supplier base and increase the potential for one or more of our suppliers to experience financial distress or bankruptcy. See “Specific Risks Related to Our Reportable Segments” in this section of the information statement.

Our ability to source components and raw materials from our suppliers could be disrupted or delayed in our supply chain which could adversely affect our results of operations.

Our operations require significant amounts of necessary components and raw materials. We deploy a continuous, company-wide process to source our components and raw materials from fewer suppliers, and to obtain parts from suppliers in low-cost countries where possible. Due to a variety of global factors, our business has been experiencing, and may continue to experience, supply chain disruptions from an insufficient availability of certain components and raw materials and substantial freight delays in obtaining them. If we are unable to timely source these components or raw materials, our operations may be disrupted, or we could experience a delay or temporary stoppage in certain of our manufacturing operations. We believe that our supply management and production practices are based on an appropriate balancing of the foreseeable risks and the costs of alternative practices. Nonetheless, reduced availability or interruption in supplies, whether resulting from more stringent regulatory requirements; supplier financial condition; increases in duties and tariff costs; disruptions in transportation; an outbreak of a severe public health pandemic, such as the COVID-19 pandemic; severe weather; the occurrence or threat of wars, including Russia’s recent invasion of Ukraine or other conflicts, could have an adverse effect on our financial condition, results of operations and cash flows.

The effects of the ongoing COVID-19 pandemic on our business is uncertain and may adversely affect our results of operations and cash flows.

The COVID-19 pandemic has had and may continue to have an adverse impact on our operations and financial performance, as well as on the operations and financial performance of many of the customers and suppliers in

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industries that we serve. The COVID-19 pandemic continues to present business challenges, and we continue to experience impacts related to COVID-19, primarily in disruptions in global supply chains, delays in supplier deliveries, higher raw material prices, delays in deliveries to customers, travel restrictions, site access and quarantine restrictions, and employee absences. Because the severity, magnitude and duration of the COVID-19 pandemic and its economic consequences remain uncertain and rapidly changing, it is difficult to predict the extent of the pandemic’s impact on our operations and financial performance. Further, the ultimate impact of the COVID-19 pandemic on our operations and financial performance depends on many factors that are not within our control, including, but not limited to, duration of the pandemic, potential subsequent waves of COVID-19 infection or potential new variants, the effectiveness and adoption of COVID-19 vaccines and therapeutics, governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic (including shutdown orders, border closings, restrictions on travel and transport and workplace restrictions); and resulting supplier impacts. In addition, to the extent global vaccination programs do not achieve intended results and a longer period of economic and global supply chain and related disruption continues, the more adverse the impact will be on our business operations, financial performance and results of operations. As the impact of the COVID-19 pandemic on the economy and our operations evolves, we will continue to assess our liquidity needs. Worsening worldwide disruption could materially affect our future access to our sources of liquidity, particularly our cash flows from operations and access to credit markets, which could impact our financial condition, capitalization and capital investments. Conditions in the financial and credit markets may also limit the availability of funding or increase the cost of funding, which could adversely affect our business, financial position and results of operations.

Information systems and technology networks failures and breaches in data security, personally identifiable and other information, non-compliance with our contractual or other legal obligations regarding such information, or a violation of our privacy and security policies with respect to such information, could adversely affect us.

We are dependent on information technology networks and systems, including the Internet, to process, transmit and store electronic information, and, in the normal course of our business, we collect and retain certain types of personally identifiable and other information pertaining to our customers, stockholders and employees. The legal, regulatory and contractual environment surrounding information security and privacy is constantly evolving and companies that collect and retain such information are under increasing attack by cyber-criminals around the world. A theft, loss, fraudulent use or misuse of customer, stockholder, employee or our proprietary data by cybercrime or otherwise, non-compliance with our contractual or other legal obligations regarding such data or a violation of our privacy and security policies with respect to such data could adversely impact our reputation and could result in costs, fines, litigation or regulatory action against us. Security breaches can create system disruptions and shutdowns that could result in disruptions to our operations. We cannot be certain that advances in criminal capabilities, new vulnerabilities or other developments will not compromise or breach the security solutions protecting our information technology, networks and systems. A failure of or cyber-attack on our information systems technology or those of our partners, vendors, suppliers could adversely affect our ability to process orders, maintain proper levels of inventory, collect accounts receivable and pay expenses; all of which could have an adverse effect on our results of operations, financial condition and cash flows. Failure to effectively prevent, detect and recover from security breaches, including attacks on information technology and infrastructure by hackers; viruses; breaches due to employee error or actions; or other disruptions could seriously harm our operations, as well as the operations of our customers and suppliers. Such serious harm can involve, among other things, misuse of our assets, business disruptions, loss of data, unauthorized access to trade secrets and confidential business information, unauthorized access to personal information, legal claims or proceedings, reporting errors, processing inefficiencies, negative media attention, reputational harm, loss of sales, remediation and increased insurance costs, and interference with regulatory compliance. We have experienced and expect to continue to experience some of these types of cybersecurity threats and incidents, which could be material in the future.

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Demand for our products is variable and subject to factors beyond our control, which could result in unanticipated events significantly impacting our results of operations.

A substantial portion of our sales is concentrated in industries that are cyclical in nature or subject to market conditions which may cause customer demand for our products to be volatile. Reductions in demand by these industries would reduce the sales and profitability of the affected business segments.

• In our A&E segment, a significant decline in demand for air travel, or a decline in airline profitability generally, could result in reduced orders for aircraft and could also cause airlines to reduce their purchases of repair parts from our businesses. In addition, our A&E segment could be impacted to the extent that our major aircraft manufacturing customers encounter problems which impact their production rates and, correspondingly, reduce purchases of our products (for example, the grounding of the 737 MAX and associated suspension of 737 MAX production announced by Boeing in December 2019 reduced our sales and operating profit in 2020), or if pricing pressure from aircraft customers caused the manufacturers to press their suppliers to lower prices and/or extend payment terms; in addition, demand for military and defense products is dependent upon government spending in certain areas which can vary year to year.

• Our PFT segment is dependent on global economic conditions, customer capital spending and commodity prices. Deterioration in any of these economic factors could result in sales and profits falling below our current outlook.

• In our Engineered Materials segment, sales and profits could be affected by declines in demand for RVs, building materials or truck trailers; results could also be impacted by unforeseen changes in capacity or price increases related to certain raw materials, in particular, resin.

Our businesses are subject to extensive governmental regulation; failure to comply with those regulations could adversely affect our financial condition, results of operations, cash flows and reputation.

We are required to comply with various import and export control laws, which may affect our transactions with certain customers particularly in our A&E and PFT segments, as discussed more fully under “Specific Risks Related to Our Reportable Segments” in this section of the information statement. In certain circumstances, export control and economic sanctions, and other trade-related regulations may prohibit the export of certain products, services and technologies, and in other circumstances we may be required to obtain an export license before exporting the controlled item. A failure to comply with these requirements might result in suspension of these contracts and suspension or debarment from government contracting or subcontracting. For example, compliance with regulations related to the sourcing of conflict-free minerals mined from the democratic Republic of Congo and adjoining countries could limit the pool of suppliers who can provide conflict-free minerals to us, and as a result, may cause us to incur additional expenses and may create challenges for us to obtain conflict-free minerals at competitive prices. In addition, we are subject to the Foreign Corrupt Practices Act, which prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business, or securing any improper advantage. We are also subject to the anti-bribery laws of other jurisdictions. Failure to comply with any of these and similar regulations could result in civil and criminal liability, monetary and non-monetary penalties, fines, disruptions to our business, limitations on our ability to export products and services, and damage to our reputation.

The prices of our components and raw materials could fluctuate dramatically, which may adversely affect our profitability.

The costs of certain components and raw materials that are critical to our profitability can be volatile which can have a significant impact on our profitability. The costs in our business segments are affected by fluctuations in the price of metals, such as steel and copper, as well as other raw materials, such as resin and electronic components. We have seen a period of sustained price increases for components and raw materials that may continue into the future as demand increases and supply may remain constrained, which has resulted in, and may

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continue to result in, increased costs for us. While we have taken actions aimed at securing an adequate supply of components and raw materials at prices which are favorable to us, if the prices of critical components and raw materials continue to increase or we are unable to pass increased costs of components and raw materials to customers, our operating profit could be adversely affected.

We compete with other manufacturing businesses for highly qualified employees in the countries in which we operate, and we may not be able to retain our personnel or hire and retain additional personnel needed for us to sustain and grow our business as planned.

Our business segments and corporate offices are dependent upon highly qualified personnel, and we generally are dependent upon the continued efforts of key management employees. A number of factors may adversely affect the labor force available to us or increase labor costs, including high employment levels, federal unemployment subsidies, including enhanced or expanded unemployment benefits offered in response to the ongoing COVID-19 pandemic, and other government regulations. We have recently observed an overall tightening and increasingly competitive labor market which could result in higher compensation costs. While we believe we have a robust intellectual capital process, we may have difficulty retaining key personnel or locating and hiring additional qualified personnel. The loss of the services of any of such personnel or our failure to attract and retain other qualified and experienced personnel on acceptable terms could impair our ability to successfully sustain and grow our business, which could have an adverse effect on our results of operations and financial condition.

Our operations expose us to the risk of environmental liabilities, costs, litigation and violations that could adversely affect our financial condition, results of operations, cash flows and reputation.

Our operations are subject to extensive environmental and health and safety laws and regulations in the jurisdictions in which they operate, which impose limitations on the discharge of pollutants into the ground, air and water and establish standards for the generation, treatment, use, storage and disposal of solid and hazardous wastes. We must also comply with various health and safety regulations in the U.S. and abroad in connection with our operations. The costs of compliance with these regulations results in ongoing costs that may increase over time. Failure to comply with any of these laws could result in civil and criminal liability, substantial monetary and non-monetary penalties and damage to our reputation. In addition, we cannot provide assurance that our costs related to remedial efforts or alleged environmental damage associated with past or current waste disposal practices or other hazardous materials handling practices will not exceed our estimates or adversely affect our financial condition, results of operations and cash flows.

We conduct a substantial portion of our business outside the U.S. and face risks inherent in non-domestic operations.

Net sales by destination outside the U.S. were 48% of our consolidated amounts in 2021. We expect that non-U.S. sales will continue to account for a significant portion of our revenues for the foreseeable future. In addition, our operations outside the U.S. are subject to the risks associated with conducting business internationally, including, but not limited to:

• economic and political instability, including the risk of geopolitical conflict or territorial incursions, in the countries and regions in which we operate;

• the risks of fluctuations in foreign currency exchange rates, primarily the euro and British pound, could adversely affect our reported results in our PFT segment, as amounts earned in other countries are translated into U.S. dollars for reporting purposes; and

• changes in the U.S. government’s approach to trade policy, including in some cases renegotiating and terminating certain existing bilateral or multi-lateral trade agreements. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S. economy, which in turn could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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We may be unable to identify or to complete acquisitions, or to successfully integrate the businesses we acquire.

We have evaluated, and expect to continue to evaluate, a wide array of potential acquisition transactions. Our acquisition program attempts to address the potential risks inherent in assessing the value, strengths, weaknesses, contingent or other liabilities, systems of internal control and potential profitability of acquisition candidates, as well as other challenges, such as retaining the employees and integrating the operations of the businesses we acquire. Integrating acquired operations involves significant risks and uncertainties, including:

• Maintenance of uniform standards, controls, policies and procedures;

• Unplanned expenses associated with the integration efforts;

• Inability to achieve planned facility repositioning savings or related efficiencies from recent and ongoing investments; and

• Unidentified issues not discovered in the due diligence process, including legal contingencies.

There can be no assurance that suitable acquisition opportunities will be available in the future, that we will continue to acquire businesses or that any business acquired will be integrated successfully or prove profitable, which could adversely impact our growth rate. Our ability to achieve our growth goals depends in part upon our ability to identify and successfully acquire and integrate companies and businesses at appropriate prices and realize anticipated cost savings.

Our future results of operations and financial condition could be adversely impacted by intangible asset impairment charges.

As of December 31, 2021, we had goodwill and other intangible assets, net of accumulated amortization, of $801.7 million, which represented approximately 32% of our total assets. Our goodwill is subject to an impairment test on an annual basis and is also tested whenever events and circumstances indicate that goodwill may be impaired. Any excess goodwill resulting from the impairment test must be written off in the period of determination. Intangible assets (other than goodwill) are generally amortized over the useful life of such assets. In addition, from time to time, we may acquire or make an investment in a business that will require us to record goodwill based on the purchase price and the value of the acquired assets. We may subsequently experience unforeseen issues with such business that adversely affect the anticipated returns of the business or value of the intangible assets and trigger an evaluation of the recoverability of the recorded goodwill and intangible assets for such business. Future determinations of significant write-offs of goodwill or intangible assets as a result of an impairment test or any accelerated amortization of other intangible assets could have an adverse effect on our financial condition and results of operations.

Our business could be harmed if we are unable to protect our IP.

We rely on a combination of trade secrets, patents, trademarks, copyrights and confidentiality procedures to protect our products and technology. Existing trade secret, patent, trademark and copyright laws offer only limited protection. Our patents could be invalidated or circumvented. In addition, others may develop substantially equivalent, or superseding proprietary technology, or competitors may offer equivalent non-infringing products in competition with our products, thereby substantially reducing the value of our proprietary rights. The laws of some foreign countries in which our products are or may be manufactured or sold may not protect our products or IP rights to the same extent as do the laws of the U.S. We cannot assure that the steps we take to protect our IP will be adequate to prevent misappropriation of our technology. We could incur significant and/or unexpected costs in our efforts to successfully avoid, manage, defend and litigate IP matters. Our inability to protect our IP could have an adverse effect on our financial condition, results of operations and cash flows.

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We may be unable to improve productivity, reduce costs and align manufacturing capacity with customer demand.

We are committed to continuous productivity improvement, and we continue to evaluate opportunities to reduce costs, simplify or improve global processes, and increase the reliability of order fulfillment and satisfaction of customer needs. In order to operate more efficiently and control costs, from time to time we execute restructuring activities, which include workforce reductions and facility consolidations. For example, we recorded pre-tax restructuring charges of $13.2 million for the 2020 repositioning program related to actions to reduce our global workforce in response to the adverse economic impact of COVID-19. While these are proactive actions to increase our productivity and operating effectiveness, our inability to adequately respond to potential declines in global demand for our products and services and properly align our cost base could have an adverse effect on our financial condition, results of operations and cash flows.

We could face potential product liability or warranty claims, we may not accurately estimate costs related to such claims, and we may not have sufficient insurance coverage available to cover such claims.

Our products are used in a wide variety of commercial applications and certain residential applications, including, in many cases, in severe service or mission critical applications. We face an inherent business risk of exposure to product liability or other claims in the event our products are alleged to be defective or that the use of our products is alleged to have resulted in harm to others or to property. We may in the future incur liability if product liability lawsuits against us are successful. Moreover, any such lawsuits, whether or not successful, could result in adverse publicity to us, which could cause our sales to decline.

In addition, consistent with industry practice, we provide warranties on many of our products and we may experience costs of warranty or breach of contract claims if our products have defects in manufacture or design or they do not meet contractual specifications. We estimate our future warranty costs based on historical trends and product sales, but we may fail to accurately estimate those costs and thereby fail to establish adequate warranty reserves for them.

While we maintain insurance coverage with respect to certain liability claims, that insurance coverage may not be adequate to cover all claims that may arise or we may not be able to maintain adequate insurance coverage in the future at an acceptable cost. Any liabilities not covered by insurance or that exceed our established reserves could have an adverse effect on our financial condition, results of operations and cash flows.

We may be unable to successfully develop and introduce new products, which would limit our ability to grow and maintain our competitive position and adversely affect our financial condition, results of operations and cash flow.

Our growth depends, in part, on continued sales of existing products, as well as the successful development and introduction of new products or technologies, which face the uncertainty of customer acceptance and reaction from competitors. Any delay in the development or launch of a new product could result in our not being the first to market, which could compromise our competitive position. Further, the development and introduction of new products may require us to make investments in specialized personnel and capital equipment, increase marketing efforts and reallocate resources away from other uses. We also may need to modify our systems and strategy in light of new products that we develop. If we are unable to develop and introduce new products in a cost-effective manner or otherwise manage effectively the operations related to new products, our financial condition, results of operations and cash flows could be adversely impacted.

We face significant competition which may adversely impact our financial condition, results of operations and cash flows in the future.

While we are a significant competitor in many of our markets, all of our markets are highly competitive. The competitors in many of our business segments can be expected in the future to improve technologies, reduce

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costs and develop and introduce new products. The ability of our business segments to achieve similar advances will be important to our competitive positions. Competitive pressures, including those discussed above, could cause one or more of our business segments to lose market share or could result in significant price erosion, either of which could have an adverse effect on our financial condition, results of operations and cash flows.

Net periodic pension (benefit) cost and pension contributions associated with our retirement benefit plans may fluctuate significantly depending upon changes in actuarial assumptions and future market performance of plan assets.

Total net periodic pension benefit and pension contributions were $5.9 million and $25.4 million, respectively in 2021. The costs of our defined benefit pension plans are dependent upon various factors, including which plan liabilities become Crane Company’s liabilities and which plan liabilities remain with Crane NXT, Co., rates of return on investment assets, discount rates for future payment obligations, and expected mortality, among other things. In addition, funding requirements for benefit obligations of our pension plans are subject to legislative and other government regulatory actions. Variances in related estimates could have an adverse effect on our financial condition, results of operations and cash flows.

Additional tax expense or exposures could affect our financial condition, results of operations and cash flows.

We are subject to income taxes in the United States and various international jurisdictions. Our financial condition, results of operations and cash flow could be affected by changes to any or all of the following: tax laws, regulations, accounting principles and judicial rulings, the geographic mix of our earnings, the valuation of our deferred tax assets and liabilities, and the results of audits and examinations of previously filed tax returns.

If our internal controls are found to be ineffective, our financial results or Crane Company’s stock price may be adversely affected.

We believe that we currently have adequate internal control procedures in place for future periods, including processes related to newly acquired businesses; however, increased risk of internal control breakdowns generally exists in any business environment that is decentralized such as ours. In addition, if our internal control over financial reporting is found to be ineffective, investors may lose confidence in the reliability of our financial statements, which may adversely affect Crane Company’s stock price.

Fluctuations in interest rates could affect our financial results.

A portion of our indebtedness bears interest at variable rates that are linked to changing market interest rates. As a result, an increase in market interest rates would increase our interest expense and our debt service obligations. As of September 30, 2022, we had approximately $400 million of indebtedness that bears interest at variable rates. This amount represented approximately 32% of our total indebtedness. A hypothetical 1% increase in prevailing interest rates would increase Crane’s annual interest expense by approximately $4 million.

Specific Risks Related to Our Reportable Segments

Aerospace & Electronics

Our A&E segment sales are primarily affected by conditions in the commercial aerospace industry which is cyclical in nature, and by changes in defense spending by the U.S. government.

Commercial aircraft are procured primarily by airlines, and airline capital spending can be affected by a number of factors, including credit availability, current and expected fuel prices, and current and forecast air traffic demand levels. Air traffic levels are affected by a different array of factors, including general economic

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conditions and global corporate travel spending, although other non-economic events can also adversely impact airline traffic, including terrorism or pandemic health concerns, such as the COVID-19 pandemic. Our commercial business is also affected by the market for business jets where demand is typically tied to corporate profitability levels, and the freight markets which are most heavily influenced by general economic conditions. Demand for our commercial aftermarket business is closely tied to total aircraft flight hours. Any decrease in demand for new aircraft or equipment, or use of existing aircraft and equipment, would likely result in decreased sales of our products and services. In addition, our commercial business could also be impacted to the extent that our major aircraft manufacturing customers encounter problems which impact their production rates and, correspondingly, reduce purchases of our products (for example, the grounding of the 737 MAX and associated suspension of 737 MAX production announced by Boeing in December 2019 reduced our sales and operating profit in 2020), or if pricing pressure from aircraft customers caused the manufacturers to press their suppliers to lower prices and/or extend payment terms.

The defense portion of the segment’s business is dependent primarily on U.S. government spending, and to a lesser extent, foreign government spending, on the specific military platforms and programs where our business participates. Any reduction in appropriations for these platforms or programs could impact the performance of our business. Our sales to defense customers are also affected by the level of activity in military flight operations.

We are required to comply with various export control laws, which may affect our transactions with certain customers. In certain circumstances, export control and economic sanctions regulations may prohibit the export of certain products, services and technologies, and in other circumstances we may be required to obtain an export license before exporting the controlled item. We are also subject to investigation and audit for compliance with the requirements governing government contracts, including requirements related to procurement integrity, manufacturing practices and quality procedures, export control, employment practices, the accuracy of records and the recording of costs and information security requirements. A failure to comply with these requirements could result in suspension of these contracts, and suspension or debarment from government contracting or subcontracting. Failure to comply with any of these regulations could result in civil and criminal liability, monetary and non-monetary penalties, fines, disruptions to our business, limitations on our ability to export products and services, and damage to our reputation.

Due to the lengthy R&D cycle involved in bringing commercial and military products to market, we cannot accurately predict the demand levels that will exist once a given new product is ready for market. In addition, if we are unable to develop and introduce new products in a cost-effective manner or otherwise effectively manage the introduction of new products and/or programs, our results of operations and financial condition could be adversely impacted. Demand for our products could also be adversely impacted by industry consolidation that could result in greater acceptance of competitors’ products.

A portion of this segment’s business is subject to government contracting rules and regulations. Failure to comply with these requirements could result in suspension or debarment from government contracting or subcontracting, civil and criminal liability, monetary and non-monetary penalties, disruptions to our business, limitations on our ability to export products and services, or damage to our reputation.

Process Flow Technologies

Our PFT segment competes in markets that are fragmented and highly competitive. The business competes against large, well established global companies, as well as smaller regional and local companies. We compete based on our products’ quality, reliability and safety, our brand reputation, value-added technical expertise and customer support and consistent on-time delivery.

Demand for our PFT products is heavily dependent on our customers’ level of new capital investment and planned maintenance expenditures. Customer spending typically depends on general economic conditions, availability of credit, and expectations of future demand. Slowing global economic growth, volatility in commodity prices, including the price of oil could all contribute to lower levels of customer spending, and project delays or cancellations.

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At our foreign operations, results could be adversely impacted by a weakening of local currencies against the U.S. dollar. Our PFT business has the greatest exposure to the euro and British pound, and lesser exposure to several other currencies.

Engineered Materials

Our Engineered Materials segment manufactures and sells FRP panels and coils, primarily for use in the manufacturing of RVs, trucks, and trailers, with additional applications in commercial and industrial building construction. Demand in these end markets is dependent on general economic conditions, credit availability, and consumer and corporate spending levels. A decline in demand in any of these end markets, including a significant change in RV industry capacity; a loss of market share to alternative materials such as, for example, non-reinforced plastic, PVC, tile, stainless steel, epoxy paint, wood and aluminum; or customer pricing pressure would result in lower sales and profits for this business. Profitability could also be adversely affected by an increase in the price of resin or fiberglass if we are unable to pass the incremental costs on to our customers. Additional risks include the loss of a principal supplier.

Risks Related to the Spin-Off

Crane Company may not achieve some or all of the expected benefits of the spin-off, and the spin-off may adversely affect the Company’s business.

Crane Company may not be able to achieve the full strategic and financial benefits expected to result from the spin-off, or such benefits may be delayed or not occur at all. The spin-off is expected to provide the following benefits, among others:

• Enhanced ability to attract a stockholder base aligned with Crane Company’s clear value proposition.

• Tailored capital allocation strategies aligned with Crane Company’s distinct business strategies and industry specific dynamics.

• Deeper operational focus, accountability and flexibility to meet customer requirements.

• Increased operating and financial flexibility to pursue inorganic growth opportunities.

• Enhanced ability to pursue accretive M&A opportunities, with the benefit of an independent equity currency reflective of the strength of each company.

Crane Company may not achieve these and other anticipated benefits for a variety of reasons, including, among others: (i) the spin-off will require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing Crane Company’s business, (ii) following the spin-off, Crane Company’s stock price may be more susceptible to market fluctuations and other events particular to one or more of Crane Company’s products than if it were still a part of Crane and (iii) following the spin-off, Crane Company’s operational and financial profile will change such that Crane Company’s diversification of revenue sources will diminish, and Crane Company’s results of operations, cash flows, working capital and financing requirements may be subject to increased volatility than prior to the spin-off. Additionally, Crane Company may experience unanticipated competitive developments, including changes in the conditions of the markets of the Company’s A&E, PFT and Engineered Materials segments, and the other businesses it will hold at the time of the spin-off, that could negate the expected benefits from the spin-off. If Crane Company does not realize some or all of the benefits expected to result from the spin-off, or if such benefits are delayed, the business, financial condition, results of operations and cash flows of Crane Company could be adversely affected.

Crane Company may incur material costs and expenses as a result of the spin-off.

Crane Company may incur costs and expenses greater than those Crane Company currently expects to incur as a result of the spin-off. These increased costs and expenses may arise from various factors, including financial

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reporting and costs associated with complying with federal securities laws (including compliance with the Sarbanes-Oxley Act). In addition, Crane Company expects to either maintain similar or have increased corporate and administrative costs and expenses to those Crane Company incurred while part of Crane, even though, following the spin-off, Crane Company will be a smaller, stand-alone company. We cannot assure you that these costs will not be material to Crane Company’s business.

If, following the spin-off, Crane Company is unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, or its internal control over financial reporting is not effective, it could have a material adverse effect on the Company’s businesses and Crane Company’s stock price may suffer.

Section 404 of the Sarbanes-Oxley Act requires any company subject to the reporting requirements of the U.S. securities laws to do a comprehensive evaluation of its and its consolidated subsidiaries’ internal control over financial reporting. Our financial results previously were included within the consolidated results of Crane. However, Crane Company was not directly subject to the reporting and other requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Sarbanes-Oxley Act.

As a result of the spin-off, Crane Company will be directly subject to reporting and other obligations under the Exchange Act. Beginning with its second annual report on Form 10-K, Crane Company will be required to comply with Section 404 of the Sarbanes-Oxley Act which will require it to document and test its internal control procedures, its management will be required to assess and issue a report concerning its internal control over financial reporting and its independent auditors will be required to issue an opinion on Crane Company’s internal controls over financial reporting. These reporting and other obligations may place significant demands on our management and administrative and operational resources, including accounting systems and resources. To comply with these requirements, we will need to establish our own systems, implement additional financial and management controls, reporting systems and procedures and hire additional accounting and finance staff. We expect to incur additional annual expenses for the purpose of addressing these requirements, and those expenses may be significant. If we are unable to establish our financial and management controls, reporting systems, information technology systems and procedures in a timely and effective fashion, our ability to comply with our financial reporting requirements and other rules that apply to reporting companies under the Exchange Act could be impaired.

During periods it is required to assess the effectiveness of its internal controls, if Crane Company’s management is unable to conclude that it has effective internal controls over financial reporting or its independent public accounting firm is unwilling or unable to provide Crane Company with an unqualified report on the effectiveness of its internal controls, as required by Section 404 of the Sarbanes-Oxley Act, Crane Company may not be able to report its financial information on a timely basis. As a result, investors may lose confidence in Crane Company’s financial results, Crane Company’s stock price may suffer and Crane Company may be subject to litigation or regulatory enforcement actions, any of which could have a material adverse effect on the Company’s businesses.

The historical and pro forma financial information presented herein is not necessarily representative of the results that Crane Company would have achieved as a separate, publicly traded company and therefore may not be a reliable indicator of its future results.

Due to Crane Company’s larger operations, greater tangible assets, greater fair value and greater net sales, in each case, relative to Crane NXT, among other factors, Crane Company will be treated as the “accounting spinnor” and therefore will be the “accounting successor” to Crane for accounting purposes, notwithstanding the legal form of the spin-off described in this information statement. Therefore, following the spin-off, the historical consolidated financial statements of Crane will represent the historical financial statements of Crane Company and Crane NXT will be presented as discontinued operations. The historical information about the Company in this information statement refers to the Company’s businesses as part of Crane. The Company’s historical and pro forma financial information included in this information statement is derived from the consolidated financial statements and accounting records of Crane. Accordingly, the historical and pro forma financial information

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included in this information statement does not necessarily reflect the financial condition, results of operations or cash flows that Crane Company would have achieved as a separate, publicly traded company during the periods presented or those that Crane Company will achieve in the future.

For additional information about the past financial performance of Crane Company’s businesses and the basis of presentation of the historical consolidated financial statements of Crane, the supplemental historical combined financial statements of Crane Company and the unaudited pro forma condensed consolidated financial statements of Crane Company, see the sections of this information statement entitled “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane Company (Supplemental),” as well as the audited consolidated financial statements of Crane and the related notes, the unaudited interim condensed consolidated financial statements of Crane and the related notes, the supplemental audited combined financial statements of Crane Company and related notes and the supplemental unaudited interim condensed combined financial statements of Crane Company and related notes included elsewhere in this information statement.

Crane NXT, Co. may fail to perform under various transaction agreements that will be executed as part of the spin-off or Crane Company may fail to have necessary systems and services in place when Crane NXT, Co. is no longer obligated to provide services under the various agreements.

Crane Company and Crane Holdings, Co. or Crane NXT, Co., as applicable, will enter into certain agreements, such as the separation and distribution agreement, a transition services agreement, a tax matters agreement, an intellectual property matters agreement and an employee matters agreement, and those other agreements discussed in greater detail in the section of this information statement entitled “Certain Relationships and Related Party Transactions—Agreements with Crane Holdings, Co. / Crane NXT, Co.,” which may provide for the performance by each company for the benefit of the other for a period of time after the spin-off. If Crane NXT, Co. is unable to satisfy its obligations under these agreements, including its indemnification obligations, Crane Company could incur operational difficulties or losses.

If Crane Company does not have in place its own systems and services, and does not have agreements with other providers of these services when the transitional or other agreements terminate, or if Crane Company does not implement the new systems or replace Crane NXT, Co.’s services successfully, Crane Company may not be able to operate its business effectively, which could disrupt its business and have a material adverse effect on its business, financial condition and results of operations. These systems and services may also be more expensive to install, implement and operate, or less efficient than the systems and services Crane NXT, Co. is expected to provide during the transition period.

Potential indemnification liabilities to Crane NXT, Co. pursuant to the separation and distribution agreement could materially and adversely affect Crane Company’s business, financial condition, results of operations and cash flows.

The separation and distribution agreement, among other things, will provide for indemnification obligations designed to make Crane Company financially responsible for certain liabilities that may exist relating to its business activities. If Crane Company is required to indemnify Crane NXT, Co. under the circumstances set forth in the separation and distribution agreement, Crane Company may be subject to substantial liabilities.

Crane Company may be subject to certain contingent liabilities of Crane NXT following the spin-off.

After the spin-off, there is the possibility that certain liabilities of Crane NXT could become Crane Company obligations. For example, under the Code and the related rules and regulations, each corporation that was a member of Crane during a taxable period or portion of a taxable period ending on or before the effective time of

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the distribution is jointly and severally liable for the United States federal income tax liability of Crane for that taxable period. Consequently, if Crane NXT is unable to pay the consolidated United States federal income tax liability for a prior period, Crane Company could be required to pay the entire amount of such tax, which could be substantial and in excess of the amount that would be allocated to it under the tax matters agreement that Crane Company intends to enter into with Crane Holdings, Co., which will be renamed “Crane NXT, Co.” For a discussion of the tax matters agreement, see the section of this information statement entitled “Certain Relationships and Related Party Transactions—Agreements with Crane Holdings, Co. / Crane NXT, Co.—Tax Matters Agreement”; other provisions of federal law establish similar liability for other matters, including laws governing tax-qualified pension plans, as well as other contingent liabilities.

In connection with Crane Company’s spin-off from Crane, Crane NXT, Co. will indemnify Crane Company for certain liabilities. However, there can be no assurance that the indemnity will be sufficient to insure Crane Company against the full amount of such liabilities, or that Crane Company’s ability to satisfy its indemnification obligation will not be impaired in the future.

Crane NXT, Co. will agree to indemnify Crane Company for certain pre-spin-off liabilities as discussed further in the section of this information statement entitled “Certain Relationships and Related Party Transactions—Agreements with Crane Holdings, Co. / Crane NXT, Co.” However, third parties could also seek to hold Crane Company responsible for liabilities that Crane NXT, Co. has agreed to retain, and there can be no assurance that the indemnity from Crane NXT, Co. will be sufficient to protect Crane Company against the full amount of such liabilities, or that Crane NXT, Co. will be able to fully satisfy its indemnification obligations. In addition, Crane NXT, Co.’s insurers may attempt to deny coverage to Crane Company for liabilities associated with certain occurrences of indemnified liabilities prior to the spin-off.

If the distribution of shares of Crane Company, together with certain related transactions, does not qualify for the intended tax treatment, you and Crane NXT, Co. could be subject to significant U.S. federal income tax liability and, in certain circumstances, Crane Company could be required to indemnify Crane NXT for material taxes pursuant to indemnification obligations under the anticipated tax matters agreement.

Crane Holdings, Co. has requested the IRS Ruling on certain issues relevant to the qualification of the distribution under sections 368(a)(1)(D) and 355 of the Code, based on certain facts and representations set forth in such request. No assurance can be given that Crane Holdings, Co. will receive the IRS Ruling, and it is not a condition of the distribution. The IRS Ruling, even if received, would not address all of the requirements relevant to the qualification of the distribution for the intended tax treatment.

It is a condition to the completion of the distribution that Crane Holdings, Co. receives the Tax Opinion (unless waived by Crane Holdings, Co. in its sole discretion). The Tax Opinion will rely on certain facts, assumptions, representations and undertakings from Crane Holdings, Co. and Crane Company, including those regarding the past and future conduct of the companies’ respective businesses and other matters. Notwithstanding the Tax Opinion, the IRS could determine that the distribution or any such related transaction is taxable if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated, or that the distribution should be taxable for other reasons, including if the IRS were to disagree with the conclusions in the Tax Opinion. For more information regarding the Tax Opinion, see the section of this information statement entitled “United States Federal Income Tax Consequences of the Distribution.”

If the distribution or any of the above referenced related transactions is determined to be taxable for U.S. federal income tax purposes, a stockholder of Crane Holdings, Co. that has received shares of Crane Company common stock in the distribution and Crane NXT could each incur significant U.S. federal income tax liabilities. In addition, Crane NXT and we could incur significant U.S. federal income tax obligations, whether under applicable law or under the tax matters agreement that Crane Company intends to enter into with Crane Holdings, Co. For a discussion of the tax consequences of the distribution, together with certain related transactions, please refer to the section of this information statement entitled “United States Federal Income Tax Consequences of the Distribution.”

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Crane Company may not be able to engage in certain corporate transactions after the spin-off.

Crane Company and Crane Holdings, Co., which will be renamed “Crane NXT, Co.”, intend to enter into a tax matters agreement immediately prior to the distribution that will, in relevant part, generally govern Crane Company and Crane NXT, Co.’s respective rights, responsibilities and obligations with respect to tax liabilities and benefits.

The tax matters agreement is not anticipated to restrict us expressly from taking actions after the distribution that could adversely affect the intended U.S. federal income tax treatment of the distribution, together with certain related transactions. Nevertheless, under the anticipated tax matters agreement, we may be required to indemnify Crane NXT, Co. against certain tax liabilities as a result of our actions or the acquisition of our stock or assets, including in certain circumstances where such actions or acquisitions may be outside of our control. Our anticipated indemnity obligation to Crane NXT, Co. in the tax matters agreement is not limited in amount. In addition, even if we are not responsible for tax liabilities of Crane NXT under the anticipated tax matters agreement, we nonetheless could potentially be liable under applicable tax law for such liabilities if Crane NXT were to fail to pay such taxes.

Any anticipated indemnity obligation to Crane NXT, Co. in the tax matters agreement or under applicable tax law might discourage, delay or prevent us from taking certain actions, particularly for the two years following the distribution, including (among other things) the ability to freely issue stock, to make acquisitions, to raise additional equity capital or to effect a change in control that we or our stockholders may consider favorable. Such anticipated indemnity obligations may, furthermore, limit our ability to pursue certain strategic transactions or other transactions that it may believe to be in the best interests of our stockholders or that might otherwise increase the value of our business.

For a discussion of the tax matters agreement, see the section of this information statement entitled “Certain Relationships and Related Party Transactions—Agreements with Crane Holdings, Co. / Crane NXT, Co.—Tax Matters Agreement.”

The spin-off and related internal restructuring transactions may expose Crane Company to potential liabilities arising out of state and federal fraudulent conveyance laws and legal dividend requirements.

The spin-off could be challenged under various state and federal fraudulent conveyance laws. Fraudulent conveyances or transfers are generally defined to include (i) transfers made or obligations incurred with the actual intent to hinder, delay or defraud current or future creditors or (ii) transfers made or obligations incurred for less than reasonably equivalent value when the debtor was insolvent, or that rendered the debtor insolvent, inadequately capitalized or unable to pay its debts as they become due. A creditor or an entity acting on behalf of a creditor (including, without limitation, a trustee or debtor-in-possession in a bankruptcy by Crane NXT, Co. or Crane Company or any of their respective subsidiaries) may bring a lawsuit alleging that the spin-off or any of the related transactions constituted a fraudulent conveyance. If a court accepts these allegations, it could impose a number of remedies, including, without limitation, voiding the distribution and returning Crane Company’s assets or Crane Company’s shares and subjecting Crane NXT, Co. and/or Crane Company to liability.

The distribution of Crane Company common stock is also subject to state corporate distribution statutes. Under Delaware General Corporation Law (“DGCL”), a corporation may only pay dividends to its stockholders either (a) out of its surplus (net assets minus capital) or (b) if there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Although Crane Holdings, Co. intends to make the distribution of Crane Company common stock entirely out of surplus, Crane Company and Crane Holdings, Co. cannot ensure that a court would reach the same conclusion in determining the availability of surplus for the separation and the distribution to Crane Holdings, Co.’s stockholders.

After the spin-off, certain of Crane Company’s executive officers and directors may have actual or potential conflicts of interest because of their previous positions at Crane.

Because of their current or former positions with Crane, certain of Crane Company’s expected executive officers and directors own equity interests in Crane Holdings, Co. Following the spin-off, even though Crane Company’s

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Board of Directors will consist of a majority of directors who are independent, and Crane Company’s expected executive officers who are currently employees of Crane will cease to be employees of Crane NXT, Co. upon the spin-off, some of Crane Company’s executive officers and directors will continue to have a financial interest in shares of Crane NXT, Co. common stock. Continuing ownership of shares of Crane NXT, Co. common stock and equity awards could create, or appear to create, potential conflicts of interest if the Company and Crane NXT pursue the same corporate opportunities or face decisions that could have different implications for the Company and Crane NXT.

No vote of Crane Holdings, Co. stockholders is required in connection with the spin-off.

No vote of Crane Holdings, Co. stockholders is required in connection with the spin-off. Accordingly, if this transaction occurs and you do not want to receive Crane Company common stock in the distribution, your only recourse will be to divest yourself of your Crane Holdings, Co. common stock prior to the record date for the distribution or to sell your Crane Holdings, Co. common stock in the “regular-way” market in between the record date and the distribution date.

Crane Company may have received better terms from unaffiliated third parties than the terms it will receive in its agreements with Crane Holdings, Co.

The agreements Crane Company will enter into with Crane Holdings, Co. or Crane NXT, Co., as applicable, in connection with the spin-off, including the separation and distribution agreement, transition services agreement, tax matters agreement, intellectual property matters agreement and employee matters agreement, were prepared in the context of Crane Company’s spin-off from Crane while Crane Company was still a wholly-owned subsidiary of Crane Holdings, Co. Accordingly, during the period in which the terms of those agreements were prepared, Crane Company did not have a board of directors or management team that was independent of Crane Holdings, Co. While the parties believe the terms reflect arm’s-length terms, there can be no assurance that Crane Company would not have received better terms from unaffiliated third parties than the terms it will receive in its agreements with Crane Holdings, Co. For more information, see the section of this information statement entitled “Certain Relationships and Related Party Transactions—Agreements with Crane Holdings, Co. / Crane NXT, Co.”

Some contracts and other assets which will need to be transferred or assigned from Crane to the Company in connection with Crane Company’s spin-off from Crane may require the consent or involvement of a third-party. If such consent is not given, Crane Company may not be entitled to the benefit of such contracts and other assets in the future, which could negatively impact the Company’s financial condition and future results of operations.

The separation and distribution agreement and various local transfer agreements will provide that in connection with Crane Company’s spin-off from Crane, a number of contracts with third-parties and other assets are to be transferred or assigned from Crane to the Company. However, the transfer or assignment of certain of these contracts or assets may require providing guarantees or the consent of a third-party to such a transfer or assignment. Similarly, in some circumstances, Crane Company’s business and another business unit of Crane Holdings, Co. are joint beneficiaries of contracts, and Crane Company or its applicable subsidiary will need to enter into a new agreement with the third-party to replicate the existing contract or assign the portion of the existing contract related to the Crane Company business. It is possible that some parties may use the requirement of a guarantee or consent or the fact that the spin-off is occurring to seek more favorable contractual terms from Crane Company or its applicable subsidiary or to seek to terminate the contract. If Crane Company or its applicable subsidiary is unable to provide a guarantee or obtain such consents on commercially reasonable and satisfactory terms or if the contracts are terminated, Crane Company may be unable to obtain some of the benefits, assets and contractual commitments which are intended to be allocated to Crane Company as part of Crane Company’s spin-off from Crane. The failure to timely complete the assignment of existing contracts or assets, or the negotiation of new arrangements, or a termination of any of those arrangements, could negatively

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impact Crane Company’s financial condition and future results of operations. In addition, where Crane Company or its applicable subsidiary does not intend to provide a guarantee or obtain consent from third-party counterparties based on Crane Company’s or its applicable subsidiary’s belief that no guarantee or consent is required, the third-party counterparties may challenge a transfer of assets on the basis that the terms of the applicable commercial arrangements require that a guarantee be provided or the third-party counterparty’s consent. Crane Company may incur substantial litigation and other costs in connection with any such claims and, if Crane Company does not prevail, the Company’s ability to use these assets could be adversely impacted.

After the spin-off, Crane Company’s access to and cost of financing may be different from the historical access to and cost of financing available to Crane, which may have a material adverse effect on the Company’s business, financial condition or results of operations and cash flows.

Crane Company has historically relied upon Crane to finance its working capital requirements and other cash requirements. After the distribution, Crane Company will not be able to rely on the earnings, assets or cash flow of Crane NXT and Crane NXT will not provide funds to finance Crane Company’s working capital or other cash requirements. As a result, after the distribution, Crane Company will be responsible for obtaining and maintaining sufficient working capital and other funds to satisfy its cash requirements and for servicing its own debt. After the spin-off, Crane Company’s access to and cost of debt financing may be different from the historical access to and cost of debt financing that was available to Crane. Differences in access to and cost of debt financing may result in differences in the margins charged to the Company on debt financings, as well as the amounts of indebtedness, types of financing structures and debt markets that may be available to Crane Company.

Crane Company’s ability to make payments on and to refinance any indebtedness, if applicable, will depend on its ability to generate cash in the future from operations, financings or asset sales. Crane Company’s ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond Crane Company’s control. If Crane Company is not able to repay or refinance its debt as it becomes due, the Company may be forced to sell assets or take other actions. In addition, Crane Company’s ability to withstand competitive pressures and react to changes in the Company’s industry could be impaired by its debt service obligations. Upon the occurrence of certain events of default under any agreements governing Crane Company’s indebtedness, the holders of such debt may, in some cases, elect to accelerate amounts due thereunder, which could potentially trigger a default or acceleration of the Company’s other debt.

In addition, Crane Company may incur debt or raise additional capital following the distribution. However, debt or equity financing may not be available to Crane Company on terms acceptable to the Company, if at all. If Crane Company incurs additional debt or raises equity through the issuance of preferred stock, the terms of the debt or preferred stock issued may give the holders thereof rights, preferences, and privileges senior to those of holders of Crane Company common stock, particularly in the event of liquidation. The terms of such debt may also impose additional and more stringent restrictions on Crane Company’s operations than it is currently subject to. If the Company raises funds through the issuance of additional Crane Company equity, your percentage ownership in Crane Company would be diluted. If Crane Company is unable to raise additional capital when needed, it could affect the Company’s financial condition, which could negatively affect your investment in Crane Company.

Following the spin-off, the value of your common stock in (i) Crane NXT, Co. and (ii) Crane Company may collectively trade at an aggregate price less than what Crane Holdings, Co.’s common stock might trade at had the spin-off not occurred.

The common stock of (i) Crane NXT, Co. and (ii) Crane Company that you may hold following the spin-off may collectively trade at a value less than the price at which Crane Holdings, Co.’s common stock might have traded had the spin-off not occurred. Reasons for this potential difference include the future performance of either Crane NXT, Co. or Crane Company as separate, independent companies, and the future stockholder base and market for Crane NXT, Co. common stock and those of Crane Company and the prices at which these shares individually trade.

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Until the distribution occurs, Crane Holdings, Co. has the sole discretion to change the terms of the distribution in ways which may be unfavorable to Crane Company.

Completion of the spin-off will be contingent upon customary closing conditions, including, among other things, finalization of the entity structure of Crane Company, finalization of the capital structure of the two companies, the effectiveness of appropriate filings with the SEC and final approval from Crane Holdings, Co.’s Board of Directors. Until the distribution occurs, Crane Holdings, Co. will have the sole and absolute discretion to determine and change the terms of the distribution, including the establishment of the record date and distribution date and the conditions to the spin-off and all other terms. These changes could be unfavorable to Crane Company. In addition, Crane Holdings, Co. may decide at any time not to proceed with the spin-off.

Crane NXT may compete with us.

Crane NXT will not be restricted from competing with us. If Crane NXT in the future decides to engage in the type of business we conduct, it may have a competitive advantage over us, which may cause our business, financial condition and results of operations to be materially adversely affected.

Certain non-U.S. entities or assets that are part of Crane Company’s spin-off from Crane may not be transferred to us prior to the distribution or at all.

Certain non-U.S. entities and assets that are part of Crane Company’s spin-off from Crane may not be transferred prior to the distribution because the entities or assets, as applicable, are subject to foreign government or third-party approvals that we may not receive prior to the distribution. Such approvals may include, but are not limited to, approvals to merge or demerge, to form new legal entities (including obtaining required registrations and/or licenses or permits) and to transfer assets and/or liabilities. It is currently anticipated that all material transfers will occur without delays prior to the distribution, but we cannot offer any assurance that such transfers will ultimately occur or not be delayed for an extended period of time. To the extent such transfers do not occur prior to the distribution, under the separation and distribution agreement, the economic benefits and burdens of owning such assets and/or entities will, to the extent reasonably possible and permitted by applicable law, be provided to Crane Company.

In the event such transfers do not occur or are significantly delayed because we do not receive the required approvals, we may not realize all of the anticipated benefits of Crane Company’s spin-off from Crane and we may be dependent on Crane NXT for transition services for a longer period of time than would otherwise be the case.

Risks Related to Crane Company Common Stock

Crane Company cannot be certain that an active trading market for its common stock will develop or be sustained after the spin-off and, following the distribution, Crane Company’s stock price may fluctuate significantly.

A public market for Crane Company common stock does not currently exist. Crane Company expects that on or about the record date, trading of shares of its common stock will begin on a “when-issued” basis on the NYSE, or a comparable public market, and will continue through the distribution date. However, Crane Company cannot guarantee that an active trading market will develop or be sustained for its common stock after the spin-off, nor can Crane Company predict the prices at which shares of its common stock may trade after the spin-off.

Similarly, Crane Company cannot predict the effect of the spin-off on the trading prices of its common stock. Following the completion of the spin-off, Crane Holdings, Co. will be renamed “Crane NXT, Co.” and intends to change the symbol for its common stock currently listed on the NYSE to “CXT.” Subject to the completion of the spin-off, Crane Company expects the Crane Company common stock to be listed and traded on the NYSE

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under the symbol “CR.” The combined trading prices of Crane NXT, Co. common stock and Crane Company common stock after the spin-off, as adjusted for any changes in the combined capitalization of these companies, may not be equal to or greater than the trading price of Crane Holdings, Co. common stock prior to the spin-off. Until the market has fully evaluated the business of Crane NXT without the Crane Company businesses, or fully evaluated Crane Company, the price at which Crane NXT, Co. or Crane Company common stock trades may fluctuate significantly.

The market price of Crane Company common stock may fluctuate significantly due to a number of factors, some of which may be beyond Crane Company’s control, including:

• Crane Company’s business profile, market capitalization or capital allocation policies may not fit the investment objectives of Crane Holdings, Co.’s current stockholders, causing a shift in Crane Company’s investor base and Crane Company common stock may not be included in some indices in which Crane Holdings, Co. common stock is included, causing certain holders to sell their shares;

• Crane Company’s quarterly or annual earnings, or those of other companies in its industry;

• the failure of securities analysts to cover Crane Company common stock after the spin-off;

• actual or anticipated fluctuations in Crane Company’s operating results;

• changes in earnings estimates by securities analysts or Crane Company’s ability to meet those estimates;

• Crane Company’s ability to meet its forward looking guidance;

• the operating and stock price performance of other comparable companies;

• overall market fluctuations and domestic and worldwide economic conditions; and

• other factors described in these “Risk Factors” and elsewhere in this information statement.

Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. Broad market and industry factors may materially harm the market price of Crane Company’s common stock, regardless of Crane Company’s operating performance. In the past, following periods of volatility in the market price of a company’s securities, shareholder derivative lawsuits and/or securities class action litigation has often been instituted against that company. Such litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources.

In addition, investors may have difficulty accurately valuing Crane Company common stock. Investors often value companies based on the stock prices and results of operations of other comparable companies. Investors may find it difficult to find comparable companies and to accurately value Crane Company common stock, which may cause the trading price of Crane Company common stock to fluctuate.

A number of shares of Crane Company common stock are or will be eligible for future sale, which may cause Crane Company’s stock price to decline.

Any sales of substantial amounts of shares of Crane Company common stock in the public market or the perception that such sales might occur, in connection with the distribution or otherwise, may cause the market price of Crane Company common stock to decline. Upon completion of the distribution, Crane Company expects that it will have an aggregate of approximately [●] shares of its common stock issued and outstanding based upon approximately [●] shares of Crane Holdings, Co. common stock outstanding as of [●]. These shares will be freely tradeable without restriction or further registration under the United States Securities Act of 1933, as amended (the “Securities Act”), unless the shares are owned by one of Crane Company’s “affiliates,” as that term is defined in Rule 405 under the Securities Act.

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Crane Company is unable to predict whether large amounts of its common stock will be sold in the open market following the distribution. Crane Company is also unable to predict whether a sufficient number of buyers would be in the market at that time. A portion of Crane Holdings, Co. common stock is held by index funds tied to stock indices. If Crane Company is not included in these indices at the time of distribution, these index funds may be required to sell Crane Company common stock.

Crane Company cannot guarantee the timing, amount or payment of dividends on its common stock.

The timing, declaration, amount and payment of future dividends to Crane Company’s stockholders will fall within the discretion of Crane Company’s Board of Directors. Crane Company’s Board of Directors’ decisions regarding the payment of dividends will depend on many factors, such as Crane Company’s financial condition, earnings, capital requirements, debt service obligations, industry practice, legal requirements, regulatory constraints and other factors that Crane Company’s Board of Directors deems relevant. For more information, see the section of this information statement entitled “Dividend Policy.” Crane Company’s ability to pay dividends will depend on its ongoing ability to generate cash from operations and access to the capital markets. Crane Company cannot guarantee that it will pay a dividend in the future or continue to pay any dividend if Crane Company commences paying dividends.

Your percentage of ownership in Crane Company may be diluted in the future.

Your percentage ownership in Crane Company may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that Crane Company will be granting to its directors, officers and employees.

In addition, Crane Company’s amended and restated certificate of incorporation will authorize Crane Company to issue, without the approval of Crane Company’s stockholders, one or more classes or series of preferred stock having such designation, powers, preferences, and relative, participating, optional and other special rights, including preferences over Crane Company common stock respecting dividends and distributions, as Crane Company’s Board of Directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of Crane Company common stock. For example, Crane Company could grant the holders of preferred stock the right to elect some number of Crane Company’s directors in all events or on the happening of specified events or to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences Crane Company could assign to holders of preferred stock could affect the residual value of Crane Company common stock. See the section of this information statement entitled “Description of Capital Stock.”

Certain provisions in Crane Company’s amended and restated certificate of incorporation and amended and restated by-laws, and of Delaware law, may prevent or delay an acquisition of Crane Company, which could decrease the trading price of Crane Company common stock.

Crane Company’s amended and restated certificate of incorporation and amended and restated by-laws will contain, and Delaware law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and to encourage prospective acquirers to negotiate with Crane Company’s Board of Directors rather than to attempt a hostile takeover. These provisions are expected to include, among others:

• Authority of Crane Company’s Board of Directors to issue capital stock;

• All stockholder actions must be effected at a duly called meeting of stockholders (which may only be called by the Chairman of Crane Company’s Board of Directors or a majority of Crane Company’s Board of Directors) and not by written consent;

• Members of Crane Company’s Board of Directors may be removed at any time only, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of the issued and outstanding shares then entitled to vote at an election of directors, voting together as a single class;

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• No cumulative voting;

• Nominees for a director of Crane Company’s Board of Directors shall be elected if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election, except that directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which a stockholder has nominated a person for election to Crane Company’s Board of Directors; and

• Amendments to Crane Company’s amended and restated by-laws require the affirmative vote of two-thirds of the shares of stock of Crane Company outstanding and entitled to vote thereon, voting together as a single class, or by the affirmative vote of a majority of Crane Company’s Board of Directors then in office.

In addition, following the distribution, Crane Company will be subject to Section 203 of the DGCL. Section 203 of the DGCL protects publicly traded Delaware corporations, such as Crane Company following the distribution, from hostile takeovers, and from actions following a hostile takeover, by prohibiting some transactions once a potential acquirer has gained a significant holding in the corporation. Subject to certain exceptions, the statute prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:

• prior to such date, the board of directors of such corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

• upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of such corporation outstanding at the time the transaction commenced (excluding for purposes of determining the number of shares outstanding (but not the outstanding voting stock owned by the interested stockholder), those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer); or

• on or after such date the business combination is approved by the board of directors of such corporation and authorized at an annual or special meeting of stockholders and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding voting stock that is not owned by the interested stockholder.

For purposes of Section 203 of the DGCL, a “business combination” includes a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder, with an “interested stockholder” being defined as a person who, together with affiliates and associates, owns (or who is an affiliate or associate of the corporation and did own within three years prior to the date of determination whether the person is an “interested stockholder”) 15% or more of the corporation’s voting stock.

A corporation may elect not to be governed by Section 203 of the DGCL. Neither Crane Company’s amended and restated certificate of incorporation nor Crane Company’s amended and restated by-laws will contain the election not to be governed by Section 203 of the DGCL. Therefore, Crane Company will be governed by Section 203 of the DGCL.

Crane Company believes these provisions will protect its stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with Crane Company’s Board of Directors and by providing Crane Company’s Board of Directors with more time to assess any acquisition proposal. These provisions are not intended to make Crane Company immune from takeovers. However, these provisions will apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that Crane Company’s Board of Directors determines is not in the best interests of Crane Company and its stockholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.

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FORWARD-LOOKING STATEMENTS

This information statement and other materials Crane Holdings, Co., Crane NXT, Co. and Crane Company have filed or will file with the SEC contain, or will contain, certain “forward-looking statements” that are subject to risks and uncertainties. Forward-looking statements are statements other than historical information or statements about our current condition. You can identify forward-looking statements, including whether or not the spin-off occurs, by the use of terms such as: “believes,” “contemplates,” “expects,” “may,” “will,” “could,” “should,” “would,” or “anticipates,” other similar phrases, or the negatives of these terms.

We have based the forward-looking statements relating to our operations on our current expectations, estimates and projections about us and the markets we serve. We caution you that these statements are not guarantees of future performance and involve risks and uncertainties. These statements should be considered in conjunction with the discussion regarding the Company in this information statement, the information set forth in the section of this information statement entitled “Risk Factors” and with the discussion of the business included in the sections of this information statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane Company (Supplemental).” We have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, our actual outcomes and results may differ materially from what we have expressed or forecast in the forward-looking statements. Any differences could result from a variety of factors, including the following:

• The impact of the COVID-19 pandemic which had and may continue to have an adverse impact on our operations and financial performance, as well as on the operations and financial performance of many of the customers and suppliers in industries that we serve; as well as the effects of any government imposed vaccine mandates on the workforce;

• The effect of changes in economic conditions in the markets in which we operate, including financial market conditions, end markets for our products, fluctuations in raw material prices, currency fluctuation, inflationary pressures, supply chain disruptions and access to key raw materials, and the financial condition of our customers and suppliers;

• Our ongoing need to attract and retain highly qualified personnel and key management;

• Global economic, social and political instability and conflicts, such as the conflict between Russia and Ukraine, and other risks of doing business outside of the United States;

• Competitive pressures, including the need for technology improvement, successful new product development and introduction and any inability to pass increased costs of raw materials to customers;

• Our ability to successfully integrate acquisitions and to realize synergies and opportunities for growth and innovation;

• Our ability to successfully value acquisitions;

• The ability of the U.S. government to terminate our government contracts;

• The impact of commercial air traffic levels which are affected by a different array of factors including pandemic health concerns, general economic conditions and global corporate travel spending, or terrorism;

• A reduction in congressional appropriations that affect defense spending;

• The outcomes of legal proceedings, claims and contract disputes;

• Adverse effects as a result of further increases in environmental remediation activities, costs and related claims;

• Investment performance of our pension plan assets and fluctuations in interest rates, which may affect the amount and timing of future pension plan contributions;

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• Adverse effects of changes in tax, environmental and other laws and regulations in the United States and other countries in which we operate;

• If the spin-off is not completed;

• If Crane Company does not realize some or all of the benefits expected to result from the spin-off, or if such benefits are delayed;

• Crane Company’s ongoing businesses may be adversely affected and subject to certain risks and consequences as a result of pursuing the spin-off;

• The possibility that any consents or approvals required in connection with the spin-off will not be received or obtained within the expected time frame, on the expected terms or at all;

• The risk that dis-synergy costs, costs of restructuring transactions and other costs incurred in connection with the spin-off will exceed our estimates;

• The impact of the separation on our businesses and the risk that the businesses will not be separated successfully or such separation may be more difficult, time-consuming or costly than expected, which could result in additional demands on our resources, systems, procedures and controls, and disruption of our ongoing business, and impact our relationships with customers, suppliers, employees and other business counterparties;

• If the distribution of shares of Crane Company, together with certain related transactions, does not qualify for the intended tax treatment, stockholders and we could be subject to significant U.S. federal income tax liability; and

• If the spin-off does not comply with state and federal fraudulent conveyance laws and legal dividend requirements.

In particular, information included under the sections of this information statement entitled “Information Statement Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane Company (Supplemental),” “Business” and “The Separation and Distribution” contain forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement is made. None of Crane Holdings, Co., Crane NXT, Co. or Crane Company undertakes any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, except as required by applicable federal securities laws. Factors that could cause actual results or events to differ materially from those anticipated include the matters described under the sections of this information statement entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane Company (Supplemental).”

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THE SEPARATION AND DISTRIBUTION

General

On March 30, 2022, Crane Holdings, Co. announced its intention to pursue a plan to separate into two stand-alone, publicly traded companies through the spin-off to its stockholders of all of Crane’s businesses, other than its Payment & Merchandising Technologies segment. Crane Holdings, Co. intends to effect the separation pursuant to a pro rata distribution of 100% of the shares of Crane Company common stock, which are held by Crane Holdings, Co., to holders of shares of Crane Holdings, Co. common stock, subject to certain conditions. The distribution of shares of Crane Company common stock is expected to take place on or about [●]. On the distribution date, each holder of Crane Holdings, Co. common stock will receive one share of Crane Company common stock for every one share of Crane Holdings, Co. common stock held as of 5:00 p.m. local New York City time on [●], the record date, as described below. Following the distribution, Crane Holdings, Co. will not hold any shares of Crane Company common stock, and Crane Company will be a separate, publicly traded company. You will not be required to make any payment, surrender or exchange your Crane Holdings, Co. common stock or take any other action to receive your shares of Crane Company common stock to which you are entitled on the distribution date. The number of shares you own of Crane Holdings, Co. will not change as a result of the spin-off.

The distribution of shares of Crane Company common stock as described in this information statement is subject to the satisfaction or waiver of certain conditions. We cannot provide any assurances that the distribution will be completed. For a more detailed description of these conditions, see “General—Conditions to the Distribution” in this section of the information statement.

Reasons for the Spin-Off

Crane has significantly strengthened and simplified its business over time, and as a continuation of that transformation, the Crane Holdings, Co. Board of Directors approved a plan to pursue the separation of Crane Holdings, Co., which will be renamed “Crane NXT, Co.”, and Crane Company into two independent, publicly traded companies. The spin-off will create two strong, stand-alone businesses, each of which will have leading positions in the markets they serve, well recognized brands, attractive margin profiles, strong free cash flow generation and compelling growth opportunities:

• Crane NXT, Co. will be an industrial technology pure-play, and a market leader, in the global payment and currency markets; and

• Crane Company will be a focused, leading global provider of mission critical, highly-engineered products and solutions, primarily for the aerospace, defense and process industry markets.

The Crane Holdings, Co. Board of Directors believes that separating Crane Company’s businesses from the remainder of Crane’s businesses and distributing Crane Company shares to Crane Holdings, Co. stockholders is in the best interests of Crane Holdings, Co. and its stockholders for a number of reasons, including:

• Enhanced ability to attract a stockholder base aligned with Crane Company’s clear value proposition. The two post-spin-off companies will differ significantly in several respects, including the nature of the businesses, growth profile, end markets, cyclical trends and business cycles and secular growth drivers. The spin-off will permit investors to better evaluate the individual merits, performance and future prospects of each company’s business, and to invest in each company separately based on those distinct characteristics. Further, the spin-off may attract new investors that either chose not to invest in, or assess the merits of, pre-spin-off Crane given its complexity and its exposure to disparate markets and trends.

• Tailored capital allocation strategies aligned with Crane Company’s distinct business strategies and industry specific dynamics. The spin-off will permit each company to implement a capital

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structure and flexible capital deployment policy that is optimized for its strategy and business needs, and that is aligned with each company’s target investor base. Each company will also have direct access to the debt and equity capital markets to fund its growth strategies, and the ability to concentrate its financial resources solely on its own operations, and without the same competition for capital inherent in Crane’s pre-spin-off business portfolio structure.

• Deeper operational focus, accountability and flexibility to meet customer requirements. The spin-off will allow each company to more effectively pursue its own operating priorities and strategies, and enable each management team to focus exclusively on its company’s distinct opportunities for long-term growth. The simpler post-spin-off structure of each company will also improve clarity into both business performance and growth opportunities for management, stockholders and other stakeholders.

• Increased operating and financial flexibility to pursue inorganic growth opportunities. The spin-off is expected to provide each company with greater flexibility to pursue its own strategies for growth through acquisitions without having to consider the impact on the businesses of the other company or on the balance and composition of the company’s overall portfolio.

• Enhanced ability to pursue accretive M&A opportunities, with the benefit of an independent equity currency reflective of the strength of each company. Each post-spin-off company will be more focused on its end markets with a financial profile and business mix far more similar to that of peer companies which may increase the viability of using equity as consideration in acquisitions or other transactions.

Crane Holdings, Co.’s Board of Directors also considered potentially negative factors in evaluating the spin-off, including:

• The potential for increased aggregate ongoing administrative costs for the two companies operating on a stand-alone basis post-spin-off.

• One-time costs we expect to incur related to the spin-off and in connection with the transition to becoming a stand-alone public company that are likely to include, among others, professional services costs, tax expense, recruiting and other costs associated with hiring for two stand-alone corporate structures and costs to separate IT systems and create two separate stand-alone IT structures.

• The potential for execution risks related to the spin-off, including disruption to the business as a result of the spin-off and the possibility that Crane Company and/or Crane NXT, Co. do not achieve the expected benefits of the spin-off.

• The potential that reduced business diversification, with each post-spin-off company operating in fewer industries, could increase the volatility of earnings and cash flow.

• Potentially increased significance of certain costs and liabilities that were otherwise less significant to pre-spin-off Crane could be more significant to Crane NXT, Co. and/or Crane Company after the spin-off as smaller, stand-alone companies.

• Crane NXT, Co.’s and/or Crane Company’s common stock could experience selling pressure after the spin-off as certain pre-spin-off stockholders are not interested in holding an investment in one of the two post-spin-off companies.

• A lack of comparable public companies to Crane NXT may limit investors’ ability to appropriately value Crane NXT, Co.’s common stock.

After weighing all of these potentially negative factors, Crane Holdings, Co.’s Board of Directors concluded that the potential benefits of the spin-off outweighed these factors and risks.

The anticipated benefits of the spin-off are based on a number of assumptions, and there can be no assurance that such benefits will materialize to the extent anticipated, or at all. In the event the spin-off does not result in such

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benefits, the costs associated with the spin-off could have an adverse effect on each company individually and in the aggregate. For more information, see the section of this information statement entitled “Risk Factors.”

Formation of a Holding Company Prior to the Distribution and Internal Reorganization

In connection with and prior to the distribution, Crane Holdings, Co. formed Crane Company as a Delaware corporation on June 15, 2022 for the purpose of transferring to Crane Company certain assets and liabilities, including any entities holding assets and liabilities associated with Crane’s business segments other than its Payment & Merchandising Technologies. Following the completion of the distribution, Crane NXT, Co. will hold Crane’s Payment & Merchandising Technologies segment and Crane Company will hold all of Crane’s other business segments, including its A&E and PFT global growth platforms, as well as its Engineered Materials segment.

Reasons for Furnishing This Information Statement

This information statement is being furnished solely to provide information to stockholders of Crane Holdings, Co. who are entitled to receive shares of Crane Company common stock in the distribution. The information statement is not, and is not to be construed as, an inducement or encouragement to buy, hold or sell any of our securities or securities of Crane Holdings, Co. We believe that the information in this information statement is accurate as of the date set forth on the cover of this information statement. Changes may occur after that date, and none of us, the Crane Company Board of Directors, the Crane Holdings, Co. Board of Directors or the Crane NXT, Co. Board of Directors undertake any obligation to update such information except in the normal course of our respective disclosure obligations and practices, or as required by applicable law.

Conditions to the Distribution

The distribution of shares of Crane Company common stock by Crane Holdings, Co. is subject to the satisfaction of the following conditions:

• The registration statement of which this information statement forms a part will have become effective under Section 12(d) of the Exchange Act, with no stop order suspending the effectiveness of the registration statement in effect, and no proceedings for that purpose will be pending before, or threatened by, the SEC.

• The mailing of this information statement (or notice of internet availability thereof) to record holders of Crane Holdings, Co. common stock as of [●], the record date.

• The NYSE, or a comparable public market, will have approved the listing of Crane Company common stock, subject to official notice of issuance.

• Crane Holdings, Co. will have received the Tax Opinion. See the section of this information statement entitled “United States Federal Income Tax Consequences of the Distribution.”

• Crane Holdings, Co. and Crane Company will have taken all actions and made all filings necessary or appropriate under applicable securities laws or “blue sky” laws of states or other political subdivisions of the United States (and any comparable laws under any foreign jurisdiction).

• No order, injunction or decree issued by any court or law or other tribunal of competent jurisdiction will have been entered and will be in effect and no other legal restraint or prohibition will have been adopted or be effective preventing the consummation of the spin-off or any of the related transactions.

• The reorganization of the Crane NXT, Co. and Crane Company businesses prior to the spin-off will have been effectuated in all material respects.

• The Crane Holdings, Co. Board of Directors shall have declared the distribution and finally approved all related transactions (and such declaration or approval shall not have been withdrawn).

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• No other events or developments shall have occurred (or failed to occur) or exist that, in the sole and absolute discretion of the Crane Holdings, Co. Board of Directors, make it inadvisable to effect the spin-off or the transactions contemplated by the separation and distribution agreement.

• Any material required governmental approvals necessary to consummate the distribution and the transactions contemplated by the separation and distribution agreement and related ancillary agreements shall have been obtained and be in full force and effect.

• Our adoption of Crane Company’s amended and restated certificate of incorporation and amended and restated by-laws and the filing of those documents with the SEC as exhibits to the registration statement on Form 10, of which this information statement forms a part.

• Each of the transition services agreement, the tax matters agreement, the intellectual property matters agreement, the employee matters agreement and the other ancillary agreements shall have been executed and delivered by each party thereto and be in full force and effect.

Crane Holdings, Co. and Crane Company cannot assure you that any or all of these conditions will be met, and Crane Holdings, Co. may also waive conditions to the distribution in its sole discretion and proceed with the distribution even if such conditions have not been met. If the distribution is completed and the Crane Holdings, Co. Board of Directors waived any such condition, such waiver could have a material adverse effect on (i) Crane NXT, Co.’s and Crane Company’s respective business, financial condition or results of operations, (ii) the trading price of Crane Company’s common stock or (iii) the ability of stockholders to sell their Crane Company shares after the distribution, including, without limitation, as a result of (a) illiquid trading if Crane Company common stock is not accepted for listing or (b) litigation relating to any injunctions sought to prevent the consummation of the distribution. If Crane Holdings, Co. elects to proceed with the distribution notwithstanding that one or more of the conditions to the distribution has not been met, Crane Holdings, Co. will evaluate the applicable facts and circumstances at that time and make such additional disclosure and take such other actions as Crane Holdings, Co. determines to be necessary and appropriate in accordance with applicable law.

Crane Holdings, Co. may also decline at any time to go forward with the distribution, whether or not the conditions are satisfied.

Crane Holdings, Co. does not intend to notify its stockholders of any modifications to the terms of, or waivers of the conditions to, the separation and distribution that, in the judgment of Crane Holdings, Co.’s Board of Directors, are not material. For example, the Crane Holdings, Co. Board of Directors might consider material such matters as significant changes to the distribution ratio, the assets to be contributed or the liabilities to be assumed in the separation. To the extent that the Crane Holdings, Co. Board of Directors determines that any modifications by Crane Holdings, Co., or any waivers of any conditions by Crane Holdings, Co., materially change the material terms of the separation and distribution, Crane Holdings, Co. will notify Crane Holdings, Co. stockholders in a manner reasonably calculated to inform them about the modification as may be required by law, by, for example, publishing a press release, filing a current report on Form 8-K or mailing or otherwise making available a supplement to this information statement.

The Number of Shares You Will Receive

For every one common share of Crane Holdings, Co. that you owned as of 5:00 p.m. local New York City time on [●], the record date, you will receive one share of Crane Company common stock on or about [●], the distribution date. The actual number of shares to be distributed will be determined based on the number of shares of Crane Holdings, Co. common stock outstanding on the record date.

Transferability of Shares You Receive

Shares of Crane Company common stock distributed to holders in connection with the distribution will be transferable without registration under the Securities Act, except for shares received by persons who may be

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deemed to be Crane Company affiliates. Persons who may be deemed to be Crane Company affiliates after the distribution generally include individuals or entities that control, are controlled by or are under common control with Crane Company, which may include certain of Crane Company’s executive officers, directors or principal stockholders. Securities held by Crane Company affiliates will be subject to resale restrictions under the Securities Act. Crane Company affiliates will be permitted to sell shares of Crane Company common stock only pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Rule 144 under the Securities Act.

When and How You Will Receive the Distributed Shares

Crane Holdings, Co. expects to distribute the shares of Crane Company common stock on or about [●], the distribution date. Computershare, which currently serves as the transfer agent and registrar for Crane Holdings, Co. will serve as the transfer agent and registrar for Crane Company common stock and as distribution agent in connection with the distribution.

If you own shares of Crane Holdings, Co. common stock as of 5:00 p.m. local New York City time on the record date, the shares of Crane Company common stock that you will be entitled to receive in the distribution will be issued electronically, as of the distribution date, to you in direct registration form or to your broker, bank or other nominee on your behalf. If you are a registered holder, Computershare will then mail you a direct registration account statement that reflects your shares of Crane Company common stock. Direct registration form refers to a method of recording share ownership when no physical share certificates are issued to stockholders, as is the case in this distribution. If you sell shares of Crane Holdings, Co. common stock in the “regular-way” market up to and including the distribution date, you will be selling your right to receive shares of Crane Company common stock in the distribution.

If you hold your shares through a brokerage firm or bank, the brokerage firm or bank would be said to hold the shares in “street name” and ownership would be recorded on the brokerage firm or bank’s books and your brokerage firm or bank will credit your account for the shares of Crane Company common stock that you are entitled to receive in the distribution. If you have any questions concerning the mechanics of having shares held in “street name,” we encourage you to contact your bank or brokerage firm.

Crane Holdings, Co. stockholders will not be required to make any payment or surrender or exchange their shares of Crane Holdings, Co. common stock or take any other action to receive their shares of Crane Company common stock.

Treatment of Equity Incentive Arrangements

Crane Holdings, Co.’s equity compensation awards outstanding as of the distribution date are expected to be adjusted as described below; however, the Management Organization and Compensation Committee of the Crane Holdings, Co. Board of Directors (the “Crane Holdings, Co. Compensation Committee”) may alter the treatment of awards in any non-U.S. jurisdiction to the extent that it determines such alteration is necessary or appropriate, including to avoid adverse tax consequences to the award holders.

Crane Holdings, Co.’s equity awards held by executive officers at Crane Holdings, Co. immediately before the distribution or executive officers at Crane NXT, Co. or Crane Company immediately after the distribution (the “Executive Officer Group”) and non-employee directors are expected to be adjusted using the “shareholder method,” in which each pre-distribution Crane Holdings, Co. award is adjusted into a Crane NXT, Co. equity award and Crane Company equity award. All other equity awards are expected to be adjusted using the “replacement method,” in which each pre-distribution Crane Holdings, Co. award is adjusted into a single award based on the award holder’s employer following the distribution (either Crane NXT, Co. or Crane Company). In each case, regardless of the adjustment method used, the resulting awards will be adjusted in a manner intended to preserve the intrinsic value of those equity awards immediately before and after the distribution. The material

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terms of the adjusted equity awards, such as vesting conditions and treatment upon termination of employment, will generally continue unchanged.

For a detailed description of how Crane Holdings, Co.’s equity-based compensation awards will be treated, see the section of this information statement entitled “Certain Relationships and Related Party Transactions—Agreements with Crane Holdings, Co. / Crane NXT, Co.—Employee Matters Agreement— Equity Compensation Awards.”

Results of the Spin-Off

Immediately following the distribution, Crane Company will be a separate, publicly traded company, and we expect to have approximately [●] shares of Crane Company common stock outstanding. The actual number of shares to be distributed will be determined after [●], the record date of the distribution. The distribution will not affect the number of outstanding shares of Crane Holdings, Co. common stock. Because you will receive one share of Crane Company common stock for each share of Crane Holdings, Co. common stock that you hold, Crane Holdings, Co. will not need to issue, or pay cash in lieu of, any fractional shares of Crane Company common stock.

Market for Crane Company Common Stock

There is currently no public market for Crane Company common stock. A condition to the distribution is the listing of Crane Company common stock shares on the NYSE. We intend to apply to list Crane Company common stock on the NYSE under the symbol “CR” and Crane Holdings, Co. will be renamed “Crane NXT, Co.” and intends to change the symbol for its common stock currently listed on the NYSE to “CXT.” We have not and will not set the initial price of shares of Crane Company common stock. The initial price will be established by the public markets.

We cannot predict the price at which shares of Crane Company common stock will trade after the distribution. In fact, the combined trading prices, after the spin-off, of shares of Crane Company common stock that each Crane Holdings, Co. stockholder will receive in the distribution and the shares of common stock of Crane Holdings, Co. held at the record date may not equal the “regular-way” trading price of a Crane Holdings, Co. share immediately prior to completion of the spin-off. The price at which shares of Crane Company common stock trade may fluctuate significantly, particularly until an orderly public market develops. Trading prices for Crane Company common stock will be determined in the public markets and may be influenced by many factors.

Trading Between the Record Date and the Distribution Date

Beginning on or shortly before the record date and continuing up to and including the distribution date, Crane Holdings, Co. expects that there will be two markets in Crane Holdings, Co. common stock: a “regular-way” market and an “ex-distribution” market. Shares of Crane Holdings, Co. common stock that trade on the “regular-way” market will trade with an entitlement to shares of Crane Company common stock distributed pursuant to the distribution. Shares of Crane Holdings, Co. common stock that trade on the “ex-distribution” market will trade without an entitlement to shares of Crane Company common stock distributed pursuant to the distribution. Each stockholder trading in Crane Holdings, Co. shares would make any decision as to whether to trade one or more of such stockholder’s shares in Crane Holdings, Co. in the “regular-way” market or the “ex-distribution” market. If you sell shares of Crane Holdings, Co. common stock in the “regular-way” market up to and including through the distribution date, you will be selling your right to receive shares of Crane Company common stock in the distribution. If you own shares of Crane Holdings, Co. common stock as of 5:00 p.m. local New York City time on [●], the record date, and sell those shares on the “ex-distribution” market up to and including through the distribution date, you will receive the shares of Crane Company common stock that you are entitled to receive pursuant to your ownership as of the record date of Crane Holdings, Co. common stock shares.

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Furthermore, beginning on or shortly before the record date and continuing up to and including the distribution date, we expect that there will be a “when-issued” market in Crane Company common stock. “When-issued” trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. The “when-issued” trading market will be a market for Crane Company common stock that will be distributed to holders of Crane Holdings, Co. common stock on [●], the distribution date. If you own shares of Crane Holdings, Co. common stock as of 5:00 p.m. local New York City time on the record date, you will be entitled to shares of Crane Company common stock distributed pursuant to the distribution. You may trade this entitlement to Crane Company shares, without the Crane Holdings, Co. shares you own, on the “when-issued” market. On the first trading day following the distribution date, “when-issued” trading with respect to Crane Company common stock will end, and “regular-way” trading will begin.

Transaction and Separation Costs

Except as otherwise provided in the separation and distribution agreement or any ancillary agreement, all costs and expenses incurred on or prior to the effective date of the spin-off by Crane Holdings, Co. or Crane Company in connection with the spin-off (including, without limitation, costs and expenses relating to legal counsel, financial advisors, and accounting advisory work related to the separation) will be paid by Crane Holdings, Co. We currently estimate that the one-time spin-off costs we will incur, primarily employee-related costs such as recruitment expenses, costs to establish certain stand-alone functions and information technology system, professional services fees and other separation-related costs during our transition to being a stand-alone public company, will be approximately $75 million.

Incurrence/Treatment of Debt

Crane Company intends to enter into the Crane Company Term Loan. Proceeds from the Crane Company Term Loan are expected to be used to pay a dividend to Crane Holdings, Co. See the section of this information statement entitled “Description of Certain Indebtedness.”

Regulatory Approval

Our registration statement on Form 10, of which this information statement forms a part, must become effective prior to the distribution, and shares of Crane Company common stock to be distributed must have been approved for listing on the NYSE, or a comparable public market, subject to official notice of distribution.

No Stockholder Vote

No vote of Crane Holdings, Co. stockholders is required to approve, or sought in connection with, the spin-off.

No Appraisal Rights

Under the DGCL, holders of Crane Holdings, Co. common stock are not entitled to appraisal rights in connection with the distribution.

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UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION

The following discussion is a summary of the generally applicable U.S. federal income tax consequences that may be relevant to Crane Holdings, Co. and to the holders of shares of Crane Holdings, Co. common stock in connection with the spin-off. This discussion is based on the Code, the Treasury Regulations promulgated thereunder, judicial interpretations thereof and administrative rulings and published positions of the IRS, all as in effect as of the date hereof and all of which are subject to change or differing interpretations, possibly with retroactive effect. Any such change could affect the accuracy of the statements and conclusions set forth herein. This summary assumes that the separation will be consummated in accordance with the separation and distribution agreement and as described in this information statement.

Except as specifically described below, this summary is limited to holders of shares of Crane Holdings, Co. common stock that are U.S. Holders, as defined immediately below. For purposes of this summary, a “U.S. Holder” is a beneficial owner of Crane Holdings, Co. common stock that is, for U.S. federal income tax purposes:

• an individual who is a citizen or a resident of the United States;

• a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States or any state thereof or the District of Columbia;

• an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

• a trust, (i) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (ii) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

This discussion is limited to U.S. holders of Crane Holdings, Co. common stock that hold their Crane Holdings, Co. common stock as “capital assets” within the meaning of section 1221 of the Code (generally, property held for investment). Further, this discussion is for general information only and does not purport to address all aspects of U.S. federal income taxation that may be relevant to a particular holder in light of their particular circumstances, nor does it address the consequences to stockholders subject to special treatment under the United States federal income tax laws, such as: insurance companies; tax-exempt organizations; banks and other financial institutions; pension plans; cooperatives; real estate investment trusts; dealers in securities or currencies; traders that elect to use a mark-to-market method of accounting; certain former U.S. citizens or long-term residents; persons holding shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes; persons who acquire shares pursuant to any employee share option or otherwise as compensation; persons holding shares through an individual retirement account or other tax-deferred account; persons who actually or constructively own 10% or more of Crane Holdings, Co. stock (by vote or value); persons whose functional currency is not the U.S. dollar; or partnerships or other entities or arrangements subject to tax as partnerships for U.S. federal income tax purposes or persons holding shares through such entities.

If a partnership (or any other entity or arrangement subject to tax as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Crane Holdings, Co. common stock, the tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. A partnership for U.S. federal income tax purposes that beneficially owns shares of Crane Holdings, Co. and its partners are urged to consult their tax advisor as to the tax consequences of the spin-off.

In addition, this discussion does not address any U.S. state or local or non-U.S. tax considerations or any U.S. federal estate, gift, or alternative minimum tax considerations, or the Medicare tax on certain net investment income.

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HOLDERS OF CRANE HOLDINGS, CO. COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE PARTICULAR TAX CONSIDERATIONS RELEVANT TO THEM REGARDING THE SPIN-OFF, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX LAWS.

Tax Opinion and IRS Ruling

Crane Holdings, Co. has requested the IRS Ruling on certain issues relevant to the qualification of the distribution under sections 368(a)(1)(D) and 355 of the Code, based on certain facts and representations set forth in such request. No assurance can be given that Crane Holdings, Co. will receive the IRS Ruling, and it is not a condition of the distribution. The IRS Ruling, even if received, would not address all of the requirements for the tax-free treatment of the distribution. Although a private letter ruling is generally binding on the IRS, the IRS Ruling will be based on certain facts and representations and undertakings from Crane Holdings, Co. and us that certain necessary conditions to obtain tax-free treatment under the Code have been satisfied.

Additionally, it is a condition to the completion of the distribution that Crane Holdings, Co. receives an opinion of Skadden, substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under sections 368(a)(1)(D) and 355 of the Code, except to the extent that Crane Holdings, Co. may recognize gain as a result of distributions from Crane Company in excess of Crane Holdings, Co.’s adjusted basis in the assets transferred to Crane Company (reduced by liabilities assumed by Crane Company) in connection with the separation. This condition may be waived by Crane Holdings, Co. in its sole discretion.

In rendering the Tax Opinion to be given as of the closing of the distribution, Skadden will rely on (i) the IRS Ruling (if received), (ii) customary representations and covenants made by Crane Holdings, Co. and Crane Company, including those contained in certificates of officers of Crane Holdings, Co. and Crane Company and (iii) specified assumptions, including an assumption regarding the completion of the distribution and certain related transactions in the manner contemplated by the transaction agreements. In addition, Skadden’s ability to provide the Tax Opinion will depend on the absence of changes in existing facts or law between the date of this information statement and the closing date of the distribution. If any of the representations, covenants or assumptions on which Skadden will rely are inaccurate, Skadden may not be able to provide the Tax Opinion or the tax consequences of the distribution could differ from those described below.

The Tax Opinion will not be binding upon the IRS or any court. We cannot assure you that the IRS will agree with the conclusions expected to be set forth in the Tax Opinion, and it is possible that the IRS or another tax authority could adopt a position contrary to one or all of those conclusions and that a court could sustain that contrary position. If any of the facts, representations, assumptions or undertakings described or made in connection with the IRS Ruling (if received) and the Tax Opinion are not correct, are incomplete or have been violated, the IRS Ruling could be revoked retroactively or modified by the IRS, and Crane Holdings, Co.’s ability to rely on the Tax Opinion could be jeopardized. We are not aware of any facts or circumstances, however, that would cause these facts, representations or assumptions to be untrue or incomplete or that would cause any of these undertakings to fail to be complied with, in any material respect.

Treatment of the Distribution

Assuming the distribution, together with certain related transactions, qualifies for the intended tax treatment, for U.S. federal income tax purposes:

• no gain or loss will be recognized by Crane Holdings, Co. as a result of the distribution (except for certain items that may be required to be recognized under Treasury Regulations regarding consolidated federal income tax returns and amounts required to be recognized as a result of distributions from Crane Company in excess of Crane Holdings, Co.’s adjusted basis in the assets transferred to Crane Company (reduced by liabilities assumed by Crane Company) in connection with the separation (which we refer to as “Separation Gain”));

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• no gain or loss will be recognized by, or be includible in the income of, a holder of Crane Holdings, Co. common stock solely as a result of the receipt of Crane Company common stock in the distribution;

• the aggregate tax basis of the shares of Crane NXT, Co. common stock and shares of Crane Company common stock in the hands of each Crane Holdings, Co. stockholder immediately after the distribution will be the same as the aggregate tax basis of the shares of Crane Holdings, Co. common stock held by such holder immediately prior to the distribution, allocated between the shares of Crane NXT, Co. common stock and shares of Crane Company common stock in proportion to their relative fair market values immediately following the distribution;

• the holding period with respect to shares of Crane Company common stock received by Crane Holdings, Co. stockholders will include the holding period of the Crane Holdings, Co. common stock with respect to which such Crane Company common stock was received; and

• Crane Holdings, Co. stockholders that have acquired different blocks of Crane Holdings, Co. common stock at different times or at different prices should consult their tax advisors regarding the allocation of their aggregate adjusted basis among, and their holding period of, Crane Company shares distributed with respect to blocks of Crane Holdings, Co. common stock.

If, notwithstanding the conclusions that we expect to be included in the Tax Opinion, it is ultimately determined that the distribution does not qualify as tax-free under sections 368(a)(1)(D) and 355 of the Code for U.S. federal income tax purposes, then Crane Holdings, Co. would generally recognize taxable gain with respect to the transfer of Crane Company common stock and certain related transactions in excess of any Separation Gain. In addition, each Crane Holdings, Co. stockholder that receives shares of Crane Company common stock in the distribution would be treated as receiving a distribution in an amount equal to the fair market value of Crane Company common stock that was distributed to such stockholder, which would generally be taxed as a dividend to the extent of the stockholder’s pro rata share of Crane Holdings, Co.’s current and accumulated earnings and profits, including Crane Holdings, Co.’s taxable gain, if any, on the distribution, then treated as a non-taxable return of capital to the extent of the stockholder’s basis in Crane Holdings, Co. stock and thereafter treated as capital gain from the sale or exchange of Crane Holdings, Co. stock.

Even if the distribution otherwise qualifies for tax-free treatment under sections 368(a)(1)(D) and 355 of the Code, the distribution may result in corporate level taxable gain to Crane Holdings, Co. under section 355(e) of the Code if either Crane NXT, Co. or Crane Company undergoes a 50% or greater ownership change as part of a plan or series of related transactions that includes the distribution, potentially including transactions occurring after the distribution. If an acquisition or issuance of stock triggers the application of section 355(e) of the Code, Crane Holdings, Co. would recognize taxable gain as described above, but the distribution would be tax-free to each Crane Holdings, Co. stockholder.

U.S. Treasury Regulations require certain stockholders of Crane Holdings, Co. common stock who receive Crane Company common stock in the distribution to attach a detailed statement setting forth certain information relating to the distribution to their respective U.S. federal income tax returns for the year in which the distribution occurs. Within a reasonable period after the distribution, Crane NXT, Co. will provide stockholders who receive Crane Company common stock in the distribution with the information necessary to comply with such requirement. In addition, all stockholders are required to retain permanent records relating to the amount, basis and fair market value of Crane Company common stock received in the distribution and to make those records available to the IRS upon request of the IRS.

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DIVIDEND POLICY

Although Crane Company anticipates that it will likely pay quarterly dividends following the distribution, Crane Company has not yet determined the value of the dividend it will pay on its common stock. The payment of any dividends in the future, and the timing and amount thereof, to Crane Company stockholders will fall within the sole discretion of Crane Company’s Board of Directors and will depend on many factors, such as our financial condition, earnings, capital requirements, potential obligations in planned financings, industry practice, legal requirements, Delaware corporate surplus requirements and other factors that Crane Company’s Board of Directors deems relevant. Crane Company’s ability to pay dividends will depend on its ongoing ability to generate cash from operations and on Crane Company’s access to the capital markets. Crane Company cannot guarantee that it will pay a dividend in the future or continue to pay any dividends if Crane Company commences paying dividends. In addition, Crane Company expects that its Board of Directors will be permitted to authorize share repurchase programs if circumstances warrant.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On March 30, 2022, Crane Holdings, Co.’s Board of Directors authorized management to pursue a plan to separate all of Crane’s businesses, other than Crane’s Payment & Merchandising Technologies segment, into a stand-alone publicly traded company. The separation will occur through a distribution to Crane Holdings, Co.’s stockholders of all of the shares of common stock of Crane Company, which will own all of Crane’s businesses, other than Crane’s Payment & Merchandising Technologies segment. Following the distribution, Crane NXT, Co. stockholders will own 100% of the shares of Crane Company common stock. Notwithstanding the legal form of the spin-off described elsewhere in this information statement, for accounting and financial reporting purposes, Crane’s Payment & Merchandising Technologies segment will be presented as being spun off from Crane. This presentation is in accordance with GAAP and is primarily a result of, among other factors, Crane Company’s (which is the legal spinnee) larger operations, greater tangible assets, greater fair value and greater net sales, in each case, relative to Crane NXT.

The following unaudited pro forma condensed consolidated financial statements give effect to the separation and related adjustments in accordance with Article 11 of the SEC’s Regulation S-X. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”). The Final Rule became effective on January 1, 2021, and the unaudited pro forma condensed consolidated financial information herein is presented in accordance therewith.

The unaudited pro forma condensed consolidated financial statements consist of an unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2022 and for the year ended December 31, 2021, and an unaudited pro forma condensed consolidated balance sheet as of September 30, 2022. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the unaudited condensed consolidated financial statements and the audited consolidated financial statements of Crane and the related notes, the supplemental historical unaudited condensed combined financial statements and the supplemental historical audited combined financial statements of Crane Company and the related notes and the sections of this information statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane Company (Supplemental).” The unaudited pro forma condensed consolidated statement of operations has been prepared to give effect to the Pro Forma Transactions (as defined below) as if the Pro Forma Transactions had occurred or became effective as of January 1, 2021, the beginning of our most recently completed fiscal year. The unaudited pro forma condensed consolidated balance sheet has been prepared to give effect to the Pro Forma Transactions as though the Pro Forma Transactions had occurred as of September 30, 2022.

The unaudited pro forma condensed consolidated financial statements presented below do not purport to represent what our financial position and results of operations would have been had the Pro Forma Transactions occurred on the dates indicated and are not necessarily indicative of our future financial position and future results of operations. In addition, the unaudited pro forma condensed consolidated financial statements are provided for illustrative and informational purposes only. The Pro Forma Transactions are based on available information and assumptions we believe are reasonable; however, such adjustments are subject to change.

The unaudited pro forma condensed consolidated financial statements have been adjusted to give effect to the following adjustments (collectively, the “Pro Forma Transactions”):

• the disposition, for accounting purposes, of Crane’s Payment & Merchandising Technologies segment, which we expect to qualify as discontinued operations and is, therefore, presented in the unaudited pro forma condensed consolidated financial statements in accordance with the guidance in ASC 205, Financial Statement Presentation, referred to as ASC (as defined below) 205;

• the effect of our anticipated post-separation capital structure, including the incurrence of principal indebtedness of an assumed amount equal to $300 million and the expected distribution of an aggregate amount equal to $300 million of cash to Crane NXT, Co.;

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• the inclusion of approximately $61.2 million of non-recurring selling, general and administrative costs and $7.1 million of related tax benefit expected to be incurred in conjunction with the separation and distribution;

• the pro rata distribution of 100% of our issued and outstanding common stock by Crane Holdings, Co. in connection with the separation; and

• the impact of the separation and distribution agreement, the tax matters agreement and transition services agreement between Crane Company and Crane NXT, Co. and the provisions contained therein, intended to reflect Crane Company as an autonomous entity.

A final determination regarding our capital structure has not yet been made, and the separation and distribution agreement, tax matters agreement, transition services agreement, intellectual property matters agreement, employee matters agreement and other ancillary agreements have not been finalized. As such, the pro forma statements may be revised in future amendments to reflect the impact on our capital structure and the final form of those agreements, to the extent any such revisions would be deemed material.

We do not expect to incur any significant transition services costs or income associated with the transition services agreement Crane Company intends to enter into with Crane NXT, Co. As such, no estimates of expenses or income have been presented in the unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2022 and the year ended December 31, 2021.

The unaudited pro forma condensed consolidated financial statements constitute forward-looking information and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See the section of this information statement entitled “Forward-Looking Statements.”

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Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of September 30, 2022

(in millions, except shares and per share data)

	Historical Crane (Note 1)			Separation of Payment & Merchandising Technologies (Note 1)			Other transaction accounting adjustments (Note 2)				Pro forma as of September 30, 2022
Assets:
Current Assets:
Cash and cash equivalents	$	438.6		$	(196.2	)	$	(0.4	)	(a)	$	242.0
Accounts receivable, net		486.9			(208.7	)		—				278.2
Inventory, net		435.7			(135.2	)		—				300.5
Other current assets		121.1			(38.7	)		—				82.4
Total Current Assets		1,482.3			(578.8	)		(0.4	)			903.1
Property, plant, and equipment, net		493.9			(253.3	)		—				240.6
Long-term deferred tax assets		5.8			(0.9	)		—				4.9
Other assets		233.4			(42.8	)		—				190.6
Intangible assets, net		419.9			(348.0	)		—				71.9
Goodwill		1,497.1			(818.4	)		—				678.7
Total Assets	$	4,132.4		$	(2,042.2	)	$	(0.4	)		$	2,089.8
Liabilities and Equity:
Current Liabilities
Short-term borrowings	$	399.5		$	(399.5	)	$	299.6		(b)	$	299.6
Accounts payable		241.1			(96.7	)		—				144.4
Accrued liabilities		395.9			(175.6	)		90.3		(d), (g)		310.6
U.S. and foreign taxes on income		39.3			(0.4	)		(4.9	)	(g)		34.0
Total Current Liabilities		1,075.8			(672.2	)		385.0				788.6
Long-term debt		843.2			(843.2	)		—				—
Accrued pension and postretirement benefits		192.3			(29.2	)		—				163.1
Long-term deferred tax liability		165.7			(108.5	)		—				57.2
Other liabilities		144.6			(31.0	)		2.5		(g)		116.1
Commitments and contingencies
Equity:
Preferred shares, par value 0.01; 5,000,000 shares authorized		—			—			—				—
Common shares, par value $1.00; 200,000,000 shares authorized;		72.4			—			—				72.4
Capital surplus		368.2			—			—				368.2
Retained earnings		2,752.0			(563.3	)		(387.9	)	(e)		1,800.8
Accumulated other comprehensive loss		(606.0	)		205.2			—				(400.8	)
Treasury stock		(878.3	)		—			—				(878.3	)
Total Shareholders’ equity		1,708.3			(358.1	)		(387.9	)			962.3
Noncontrolling interest		2.5			—			—				2.5
Total equity		1,710.8			(358.1	)		(387.9	)			964.8
Total liabilities and equity	$	4,132.4		$	(2,042.2	)	$	(0.4	)		$	2,089.8

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Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the nine months ended September 30, 2022

(in millions, except per share data)

	Historical Crane (Notes 1 & 3)			Separation of Payment & Merchandising Technologies (Note 1)			Other transaction accounting adjustments (Note 2)			Pro forma Nine Months Ended September 30, 2022 (Note 3)
Net sales	$	2,550.8		$	(1,001.7	)	$	—		$	1,549.1
Operating costs and expenses:
Cost of sales		1,547.4			(536.8	)		—			1,010.6
Selling, general and administrative		600.8			(214.0	)		—			386.8
Loss on divestiture of asbestos related assets and liabilities		162.4			—			—			162.4
Operating profit		240.2			(250.9	)		—			(10.7	)
Other income (expense)
Interest income		2.3			(0.1	)		—			2.2
Interest expense		(36.0	)		36.0			(13.2	) (c)		(13.2	)
Gain on sale of business		232.5			—			—			232.5
Miscellaneous income, net		22.8			(3.3	)		—			19.5
Total other expense		221.6			32.6			(13.2	)		241.0
Income before income taxes		461.8			(218.3	)		(13.2	)		230.3
Provision for income taxes		157.9			(48.5	)		(3.4	) (f)		106.0
Net income attributable to common shareholders	$	303.9		$	(169.8	)	$	(9.8	)	$	124.3
Earnings per share:
Earnings per basic share	$	5.38								$	2.20	(h)
Earnings per diluted share	$	5.30								$	2.17	(i)
Average shares outstanding:
Basic		56.5									56.5	(h)
Diluted		57.3									57.3	(i)

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Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year ended December 31, 2021

(in millions, except per share data)

	Historical Crane (Notes 1 & 3)			Separation of Payment & Merchandising Technologies (Note 1)			Other transaction accounting adjustments (Note 2)			Pro Forma Year Ended December 31, 2021 (Note 3)
Net sales	$	3,408.0		$	(1,345.1	)	$	—		$	2,062.9
Operating costs and expenses:
Cost of sales		2,120.3			(746.2	)		—			1,374.1
Selling, general and administrative		775.4			(295.0	)		61.2	(d)		541.6
Restructuring gains, net		(16.9	)		3.6			—			(13.3	)
Operating profit		529.2			(307.5	)		(61.2	)		160.5
Other income (expense)
Interest income		1.4			(0.1	)		—			1.3
Interest expense		(46.9	)		46.5			(17.6	) (c)		(18.0	)
Miscellaneous income, net		19.1			(4.7	)		—			14.4
Total other expense		(26.4	)		41.7			(17.6	)		(2.3	)
Income before income taxes		502.8			(265.8	)		(78.8	)		158.2
Provision for income taxes		67.4			(26.8	)		(11.7	) (f)		28.9
Net income attributable to common shareholders	$	435.4		$	(239.0	)	$	(67.1	)	$	129.3
Earnings per share:
Earnings per basic share	$	7.46								$	2.21	(h)
Earnings per diluted share	$	7.36								$	2.19	(i)
Average shares outstanding:
Basic		58.4									58.4	(h)
Diluted		59.2									59.2	(i)

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Basis of Presentation

The accompanying unaudited pro forma condensed consolidated financial information was prepared in accordance with Article 11 of Regulation S-X.

As described elsewhere in this information statement, for periods prior to the spin-off, our financial statements are represented by the historical financial statements of Crane. Therefore, historical Crane in the pro forma financial information above represents Crane Holdings, Co. and its consolidated subsidiaries (including Crane Company and its combined subsidiaries), as defined elsewhere in this information statement, before giving effect to the planned spin-off.

As discussed above and elsewhere in this information statement, the separation and distribution is being treated as a reverse spin for financial accounting and reporting purposes under GAAP and, as a result, Crane’s Payment & Merchandising Technologies segment is presented as being spun-off from Crane. The Payment & Merchandising Technologies segment is a component of Crane Holdings, Co. that has operations and cash flows that are clearly distinguished operationally and for financial reporting purposes. The separation and distribution will result in the Payment & Merchandising Technologies segment becoming a stand-alone, publicly traded company and represents a strategic shift that will have a major effect on our financial results as we are exiting a significant line of business. The spin-off is not expected to result in the recognition of a gain or loss and will be effected through a pro rata distribution of all of the outstanding shares of Crane Company common stock to holders of Crane Holdings, Co. common stock; however, we will incur separation related expenses which are further discussed in Note 2, “Other transaction accounting adjustments” of the notes to the unaudited pro forma condensed consolidated financial statements. While we are a party to the separation and distribution agreement and other agreements, including the transition services agreement, the tax matters agreement, the intellectual property matters agreement, the employee matters agreement and other ancillary agreements, we have determined that we will not have significant continuing involvement in the operations of Crane NXT after the separation and distribution nor do we expect significant continuing cash flows from Crane NXT after the separation and distribution. The spin-off of the Payment & Merchandising Technologies segment for accounting purposes is presented in accordance with the guidance in ASC 205 and, as such, the unaudited pro forma condensed consolidated statement of operations do not allocate any of Crane’s general corporate overhead expenses to the Payment & Merchandising Technologies segment.

Note 2: Other transaction accounting adjustments

(a) Cash and cash equivalents: Reflects the estimated proceeds from the issuance of a $300 million three-year term loan expected to be incurred in connection with the spin-off, net of an estimated $300 million expected to be distributed to Crane NXT and approximately $0.4 million of debt issuance costs. See note (b) below.

(b) Long-term debt: Reflects the estimated issuance of a $300 million three-year term loan, which is expected to be issued during the first quarter of 2023, net of debt issuance costs of approximately $0.4 million.

The cash proceeds received from the assumed debt issuance are assumed to be distributed to Crane NXT. The expected debt balance at the time of the distribution was determined by senior management based on a review of a number of factors, including forecast liquidity and capital requirements, expected operating results and general economic conditions.

(c) Interest expense: The adjustments of $13.2 million and $17.6 million to record estimated interest expense for the nine months ended September 30, 2022 and the year ended December 31, 2022, respectively, which assumes the estimated additional debt was obtained on January 1, 2021 and was outstanding for the entire year ended December 31, 2021 and nine months ended September 30, 2022. These represent approximately $13.1 million and $17.4 million of interest expense based on a weighted-average interest rate of approximately 5.8% and approximately $0.1 million and $0.2 million of amortization of issuance costs in connection with the incurrence of the estimated debt as described in note (a) above for the nine months ended September 30, 2022 and year ended December 31, 2021, respectively. The interest rate is expected to be based on the Secured Overnight Financing Rate (determined in a customary manner) plus a spread. A 1/8 percent variance in the assumed interest rate would change annual interest expense by $0.4 million.

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(d) As a result of the separation and distribution, we expect to incur approximately $61.2 million of selling, general and administrative separation-related expenses which have not yet been recognized as of the periods presented in the unaudited pro forma condensed consolidated financial information above, primarily related to external third-party advisors, external counsel, bank success fees and tax costs associated with the legal entity separation. For pro forma purposes, these estimates of expenses, which management believes are reasonable, have been presented in the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2021, assuming the separation and distribution occurred as of January 1, 2021, and have been included within “Accrued liabilities” on the unaudited pro forma condensed consolidated balance sheet as of September 30, 2022. Separation-related expenses of $14.6 million and $0.8 million for the nine months ended September 30, 2022 and for the year ended December 31, 2021, respectively, are included in the historical Crane results above.

(e) Retained earnings: Represents the retained earnings impact of the unaudited pro forma condensed consolidated balance sheet adjustments included in notes (a), (b), (d) and (g).

(f) Income tax expense: Reflects $3.4 million and $11.7 million for the nine months ended September 30, 2022 and for the year ended December 31, 2021, respectively, of income tax pro forma adjustments. This adjustment was determined by applying the respective statutory tax rates to pre-tax pro forma adjustments in the applicable jurisdictions.

(g) Represents approximately $29.1 million and $2.5 million of “Accrued liabilities” and “Other liabilities”, respectively, on the unaudited pro forma condensed consolidated balance sheet as of September 30, 2022 related to the anticipated impact of the Tax Matters Agreement including $4.9 million of certain tax indemnifications between Crane Company and Crane NXT that was reclassified from “U.S. and foreign taxes on income.”

Note 3: Earnings per share

(h) Pro forma basic earnings per share and pro forma weighted-average basic shares outstanding for the nine months ended September 30, 2022 and the year ended December 31, 2021 reflect the number of shares of Crane Company common stock which are expected to be outstanding upon completion of the distribution. We have assumed the number of outstanding shares of common stock based on the number of Crane Holdings, Co. common shares outstanding at September 30, 2022, and an assumed pro rata distribution ratio of one share of Crane Company common stock for each share of Crane Holdings, Co. common stock. The actual number of shares of Crane Company common stock outstanding may be different from this estimated amount.

(i) Pro forma diluted earnings per share and pro forma weighted-average diluted shares outstanding reflect the estimated number of shares of Crane Company common stock that are expected to be outstanding upon completion of the distribution and reflect the potential issuance of shares of our common stock under our equity plans, based on the distribution ratio of one share of Crane Company common stock for every share of Crane Holdings, Co. common stock. The actual number of shares of Crane Company common stock outstanding may be different from this estimated amount.

Note 4: Discontinued operations

As noted above, due to the significance of Crane’s Payment & Merchandising Technologies segment, its disposition for accounting purposes is expected to qualify as discontinued operations and thus requires retrospective presentation in accordance with ASC 205-20, Discontinued Operations. Unaudited pro forma condensed consolidated statements of operations have been included for the years ended December 31, 2020 and 2019 in accordance with Regulation S-X item 11-02(c)(2)(ii).

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Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year ended December 31, 2020

(in millions, except per share data)

	Historical Crane (Note 1)			Separation of Payment & Merchandising Technologies (Note 1)			Pro forma Year Ended December 31, 2020
Net sales	$	2,936.9		$	(1,104.8	)	$	1,832.1
Operating costs and expenses:
Cost of sales		1,930.7			(679.9	)		1,250.8
Selling, general and administrative		698.1			(298.7	)		399.4
Restructuring charges, net		32.3			(19.1	)		13.2
Acquisition-related and integration charges		12.9			(6.5	)		6.4
Operating profit		262.9			(100.6	)		162.3
Other income (expense)
Interest income		2.0			—			2.0
Interest expense		(55.3	)		54.1			(1.2	)
Miscellaneous income, net		14.9			(4.8	)		10.1
Total other expense		(38.4	)		49.3			10.9
Income before income taxes		224.5			(51.3	)		173.2
Provision for income taxes		43.4			(17.2	)		26.2
Net income before allocation to noncontrolling interests		181.1			(34.1	)		147.0
Less: Noncontrolling interest in subsidiaries’ earnings		0.1			—			0.1
Net income attributable to common shareholders	$	181.0		$	(34.1	)	$	146.9
Earnings per share:
Earnings per basic share	$	3.10					$	2.52
Earnings per diluted share	$	3.08					$	2.50
Average shares outstanding:
Basic		58.3						58.3
Diluted		58.8						58.8

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Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year ended December 31, 2019

(in millions, except per share data)

	Historical Crane (Note 1)			Separation of Payment & Merchandising Technologies (Note 1)			Pro forma Year Ended December 31, 2019
Net sales	$	3,283.1		$	(1,158.3	)	$	2,124.8
Operating costs and expenses:
Cost of sales		2,104.1			(708.9	)		1,395.2
Selling, general and administrative		698.0			(262.3	)		435.7
Restructuring charges, net		17.5			(7.4	)		10.1
Acquisition-related and integration charges		5.2			(2.4	)		2.8
Asbestos provision, net		229.0			—			229.0
Environmental provision, net		18.9			—			18.9
Operating profit		210.4			(177.3	)		33.1
Other income (expense)
Interest income		2.7			(0.4	)		2.3
Interest expense		(46.8	)		46.8			—
Miscellaneous income, net		4.4			(0.8	)		3.6
Total other expense		(39.7	)		45.6			5.9
Income before income taxes		170.7			(131.7	)		39.0
Provision for income taxes		37.1			(36.6	)		0.5
Net income before allocation to noncontrolling interests		133.6			(95.1	)		38.5
Less: Noncontrolling interest in subsidiaries’ earnings		0.3			—			0.3
Net income attributable to common shareholders	$	133.3		$	(95.1	)	$	38.2
Earnings per share:
Earnings per basic share	$	2.23					$	0.64
Earnings per diluted share	$	2.20					$	0.63
Average shares outstanding:
Basic		59.8						59.8
Diluted		60.6						60.6

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BUSINESS

Business Overview

Crane Company is a leading global provider of highly engineered, mission-critical industrial solutions, including two strategic global growth platforms: A&E and PFT. These two platforms together contributed 89% of our total revenue during 2021, with the remainder generated by our Engineered Materials business.

Our portfolio is balanced across PFT and A&E, with long-cycle market positions supported by a strong recurring revenue base, approximately 40% of which we estimate is from aftermarket sales. Our highly-engineered, technology differentiated products are sold into large ($20+ billion) and attractive end markets, many of which are highly regulated.

We have a portfolio of highly respected brands with a history spanning more than 165 years. Our culture, grounded in the CBS, is ingrained across the organization and we are proud of our longstanding commitment to PSE. Our values underpin our business and our trusted customer relationships and are the foundation for the mission-critical, high cost of failure products our customers trust us to deliver. We are headquartered in Stamford, Connecticut and serve customers in over 65 countries across 6 continents.

In 2021, Crane Company total sales were $2,063 million, with operating profit of $251 million and operating margin of 12.1%.⁵

The Company’s Revenue Split (2021)6
By Segment	By Destination

Our Segments

Aerospace & Electronics

Our A&E segment supplies critical components and systems, including original equipment and aftermarket parts, primarily for the commercial aerospace, military aerospace, defense and space markets. Our A&E segment is well-positioned across major commercial aerospace platforms, as well as next generation defense and space

⁵  Includes $232 million of sales and $37.8 million of operating profit generated by Crane Supply which was divested in May 2022.

⁶  Includes $232 million of sales (11% of 2021 sales) in the PFT segment generated by Crane Supply which was divested in May 2022. All Crane Supply sales were generated in Canada.

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platforms. Products include a wide range of custom designed, highly engineered products with particular expertise in anti-skid brake control systems, sensing components and systems, fluid and thermal management applications, power conversion and management systems and microwave systems. Our products are sold directly to aircraft manufacturers, Tier 1 systems integrators, airlines, aircraft MROs, defense contractors and government agencies, including the U.S. Department of Defense (“DoD”) and foreign allied defense organizations.

Aerospace & Electronics Revenue by End Market (2021)

Process Flow Technologies

Our PFT segment manufactures highly engineered fluid handling equipment for mission critical applications that require high reliability, with a focus on high-growth end markets, including chemical, pharmaceutical, water and wastewater and general industrial. The segment comprises 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, pharmaceutical and energy end markets globally. Commercial Valves is engaged primarily in the manufacturing of valves and related products for the non-residential construction, general industrial and municipal markets, primarily serving the United Kingdom, the Middle East and continental Europe. Pumps and Systems manufactures pumps for water and wastewater applications in the industrial, municipal, commercial and military markets, primarily in the United States.

Process Flow Technologies Revenue by End Market (2021)⁷

Engineered Materials

In addition to our two global strategic growth platforms, our Engineered Materials segment comprises Crane Composites, which is a leading provider of FRP based products and solutions for the RV, Building Products and Transportation markets.

⁷  Crane Supply was divested in May 2022.

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Acquisitions

Crane Company’s management team has a long history of successfully creating value through active portfolio management, including a substantial number of acquisitions, as well as selective divestitures, to optimize portfolio composition and end market mix. Pre-spin-off, the management team identified and executed on acquisitions that added scale, as well as new products, technologies and manufacturing capabilities.

Our A&E segment was built entirely through acquisitions, starting with the 1951 acquisition of Hydro-Aire, and followed by eight other acquisitions over the next 60 years that added scale and additional capabilities. Our PFT segment began as Crane’s core business in 1855, but its position and capabilities today are attributable both to core growth initiatives paired with dozens of acquisitions over the last 100+ years. Engineered Materials was also created as part of a roll-up acquisition that began with the 1985 acquisition of Kemlite, followed by several additional transactions.

Since 2010, Crane Company’s management team has been responsible for deploying more than $2 billion on acquisitions at Crane, successfully integrating eight acquisitions, with synergy realization typically significantly above the original forecast. These acquisitions brought scale and diversification, and enhanced Crane’s growth profile by adding products and capabilities such as integrated microwave assemblies and our proprietary Multi-Mix^® Microtechnology at our A&E segment, and specialized valves for chemical applications and networking and monitoring solutions for process valves at our PFT segment. Other large acquisitions completed by Crane Company’s management team, including MEI, Crane Currency and Cummins-Allison, would be part of Crane NXT after the completion of the spin-off.

Post-spin-off, we believe Crane Company will be well-positioned to capitalize on a deep pipeline of attractive acquisition opportunities in core and adjacent markets to accelerate growth. We expect that acquisitions will continue to be an important part of our growth strategy as we work to actively strengthen our technology capabilities and to increase our presence in new, higher-growth end markets. We strive to be the acquirer of choice across our fragmented aerospace, electronics and process flow end markets. Through acquisitions and the ability to leverage CBS, we have the tools and experience to continue executing on an active deal pipeline across fragmented markets.

Financial Profile

Crane Company’s businesses have an attractive financial profile as a result of our differentiated technologies, the mission-critical nature of our products across niche markets, strong secular industry tailwinds and a relentless focus on operational excellence. For 2021, our businesses generated $2.1 billion in revenues, representing 13% growth compared to 2020. We estimate that approximately 40% of sales for the period were recurring in nature, derived from aftermarket and replacement sales. The Company’s businesses have strong margins, with 2021 operating margins of 12.1% that increased 200 basis points compared to 2020 as the Company continued to recover from the impacts of COVID-19. Additionally, with limited capital expenditure requirements expected to remain in the range of 2.0% to 2.5% of sales, we have significant flexibility to drive long-term stockholder value creation through the pursuit of organic and inorganic growth opportunities, while returning cash to stockholders through a competitive dividend.

Our Culture

Across our businesses, there are three critical aspects of Crane Company’s distinctive high-performance culture that drive results for all stakeholders:

The Crane Business System (CBS)

CBS is a key driver of the Company’s success and is ingrained across the organization. CBS is a comprehensive set of business processes, philosophies and operational excellence tools that are designed to drive continuous improvement throughout all facets of our business and is characterized by a rigorous and disciplined cadence, paired with extreme accountability, that we believe drives consistently excellent execution.

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The primary goal of CBS is to drive profitable growth for all of our stakeholders, which include, but not are limited to, our stockholders and creditors, employees, customers and the communities in which we operate. That goal is achieved through development and deployment of business unit strategic objectives that are tied to specific financial targets, with rigorous measurement against those objectives with a sequential focus on Safety, Quality, Delivery, Cost and Growth (SQDCG). Key elements of CBS include the following:

• A strategy development process grounded in the “Voice of the Customer” (specific processes designed to capture customers’ needs and requirements) and which includes standardized processes for market and situation analysis, strategy formulation, implementation and tracking.

• Strategy Deployment, which is a tool to support the systematic execution of critical initiatives through organizational alignment of priorities and resources to achieve sustainable breakthrough performance.

• A standardized and rigorous cadence of management and business reviews that cascade through all levels of the organization, measuring our progress and driving actions to sustain or course correct, as the case may be.

• A wide array of tools available to improve performance as we seek to achieve our objectives, including: (i) lean manufacturing processes such as Kaizen, Value Stream Mapping, 5S, and Total Productive Maintenance, all of which are used to reduce unnecessary waste, reduce production time and cost, and to improve product quality; (ii) process definition and system control tools such as Six Sigma to reduce variation and eliminate defects; (iii) quality control standards and processes such as IATF 16949 and ISO 9100 to ensure product quality; and (iv) commercial process tools including key account management and strategic selling, among others. While many of these tools were originally developed and used for manufacturing processes, CBS widely deploys these tools across functions as diverse as human resources, accounting, finance and information technology.

• Standardized and rigorous tollgate processes for a wide range of common initiatives such as ERP implementations, new product development, facility repositioning actions and acquisition integrations, among others.

• A structured and disciplined Intellectual Capital (IC) process to ensure that we are developing the talent and leadership necessary for the Company to be successful.

Collectively, these capabilities enable our businesses to achieve growth, margin expansion and strong free cash flow. Crane Company has a strong track record of leveraging this rigorous, data-driven approach to drive margin expansion and we have been able to apply CBS to acquisitions to optimize our portfolio and realize significant synergies.

Commitment to Ethics

Our commitment to ethics is captured by the R.T. Crane Resolution penned in 1855. On July 4, 1855, R.T. Crane wrote the resolution that has been the cornerstone of the Crane business culture for more than 165 years: “I am resolved to conduct my business in the strictest honesty and fairness; to avoid all deception and trickery; to deal fairly with both customers and competitors; to be liberal and just toward employees and to put my whole mind upon the business.” This resolution is just as relevant today as it was when it was written more than a century ago, and generations of Crane’s global leaders have been faithful stewards of our founder’s principles.

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Philanthropy, Sustainability and Equality (PSE)

At Crane, the concepts of corporate citizenship and sustainability—where companies take responsibility not only for profits, but also for the impact their activities have on a variety of stakeholders are the foundation upon which Crane was built. The three key pillars of our focus on corporate citizenship are Philanthropy, Sustainability and Equality:

• Philanthropy: Crane has a long history of philanthropy. In 1904, Crane’s founder R.T. Crane said: “a loyal employee gives something besides his labor and the employer should recognize that fact,” and, toward the end of his life, he set aside one million dollars as a fund for “the purpose of taking care of my men”. After R.T. Crane’s death, members of his family honored his wish by establishing The Crane Fund (as defined below) to “provide a means for giving support to deserving and needy employees after they have, by reason of age or disability, become unable to engage in active work.” Today, The Crane Fund grants aid to former employees of Crane and their dependents who are unable to be self-supporting because of age or physical disability. Two other company administered funds, The Crane Fund for Widows and Children and The Crane Foundation, Inc., make contributions to charitable organizations that provide direct assistance to underserved populations in the communities where Crane operates, to natural disaster relief organizations and to educational institutions through our matching gifts program. In 2021, Crane administered charitable funds donated over $18 million to 590 charitable organizations and approximately 1,200 former associates and their families around the world.

• Sustainability: Crane is committed to the protection of the environment and to the health and safety of its associates. One of the core values of CBS is the elimination of waste through the deployment of lean manufacturing methodologies. CBS also provides a structured cadence and process to manage and measure progress for our sustainability initiatives, including a methodology for data collection and analysis, as well as regular rigorous reviews conducted monthly by our senior leadership teams. We track and measure our progress on initiatives relating to water consumption, greenhouse gas emissions, electricity consumption and non-hazardous waste production.

• Equality: Crane is founded upon the principles of equality, honesty, fairness and justice, which are clearly core to the R.T. Crane Resolution. This strong foundation has enabled our inclusive and high-performance culture that we are proud of, and has been a critical driver of our long-term success. Our culture fosters trust and mutual respect at all levels of the organization, beginning with Crane Holdings, Co.’s Board of Directors and the senior management team. We believe that diversity of experiences, perspectives and backgrounds ultimately brings better leadership, ideas and stakeholder considerations to enhance growth in all respects. We seek a workforce that reflects the communities in which we operate and one that is as diverse as our businesses.

Our Global Strategic Growth Platforms

There are a number of commonalities across our A&E and PFT segments. Both platforms compete in niche, long cycle markets where deep technological expertise and proprietary offerings are critical to reliably meet demanding customer specifications, qualifications and regulatory requirements. Given the high cost of failure in the environments in which we compete, customers require a partner they can trust. Customers choose Crane Company for its consistently high levels of engineering that can meet the specifications of highly regulated end markets, as well as the breakthrough innovation we offer. Our robust IP portfolio stems from years of organic investment in R&D across our platforms which supports numerous new product introductions and allows each business to support above-market growth with continued margin expansion.

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A&E and PFT segments represented 31% and 58% of fiscal year 2021 revenues⁸, respectively:

Overview of the Company’s Global Strategic Growth Platforms
Aerospace & Electronics				Process Flow Technologies9
Segment Financial Profile ($mm):				Segment Financial Profile ($mm):
‘21 Revenue	$	638		‘21 Revenue	$	1,197
‘21 Operating Profit	$	110		‘21 Operating Profit	$	183
‘21 Operating Margin		17.2	%	‘21 Operating Margin		15.2%

Description	Description
Supplies critical components and systems, including original equipment and aftermarket parts and services, primarily for the commercial and military aerospace, defense and space markets	Provides highly engineered fluid handling equipment for mission critical applications that require high reliability through its Process Valves and Related Products, Commercial Valves and Pumps and Systems businesses
Key Brands	Selected Key Brands
Selected Products	Selected Products
•  Proximity and pressure sensors •  Power conversion, distribution and storage •  Positive displacement lube & scavenge pumps and centrifugal pumps •  True mass flowmeters •  Fluid and thermal management systems •  Antiskid brake control systems •  Integrated microwave assemblies and RF and IF components •  DC-DC converters and EMI filters •  Electronic control systems •  Fuel gauging systems •  Aircraft seat actuation systems	•  Wide range of highly engineered isolation valves, including check valves, sleeved plug valves, lined valves and pipe, process ball valves, high performance butterfly valves, bellows sealed global valves, aseptic and industrial diaphragm valves, multi- and quarter-turn valves •  Pump solutions for water and wastewater applications •  Valve diagnostic and calibration systems •  Fluid instrumentation and sampling components •  Valve position monitoring and control systems •  Balancing and safety valves for building services •  Sensors, switches and regulators for hydraulic and pneumatic systems

⁸  Includes $232 million of sales (11% of 2021 sales) in the PFT segment generated by Crane Supply which was divested in May 2022.

⁹  Includes $232 million of sales and $37.8 million of operating profit generated by Crane Supply which was divested in May 2022.

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Aerospace & Electronics

Our A&E segment supplies critical components and systems, including original equipment and aftermarket parts, primarily for the commercial aerospace, military aerospace, defense and space markets. The commercial market and military market accounted for 52% and 48%, respectively, of total segment sales in 2021. Sales to OEMs and aftermarket customers were 73% and 27%, respectively, in 2021. Key brands include Hydro-Aire, ELDEC, Lear Romec, Keltec, Interpoint, Signal Technology, Merrimac, Polyflon and P.L. Porter. Facilities are located in the United States, Taiwan and France.

We provide mission critical systems that require high reliability and high accuracy, such as pressure sensors for aircraft engine control, aircraft braking systems for fighter jets, power conversion solutions for spacecraft and lubrication systems for the harshest and most hazardous environmental conditions. Crane Company has invented many of the fundamental technologies that are now the industry standard in the areas where we compete, with a track record for performance, reliability and innovation.

Our A&E segment’s integrated capabilities include the following:

• Power Solutions: Provides enabling technology to accelerate electrification of air, land, space and sea vehicles and systems. Our technological advancements provide higher power in smaller and more efficient products, from power conversion and distribution to energy storage and motor controllers. Crane has over 60 years of experience in aircraft grade power conversion, management, monitoring, advanced packaging solutions and energy storage, and Crane has decades of experience proving reliable and light weight power conversion products to the defense and space industries. More recently, we have become a trusted partner-of-choice in powering next-generation, more electric, hybrid-electric and all-electric aircraft and military ground vehicles.

• Sensing Systems: Provides components and systems for condition and position sensing, and pressure and flow measurement, with high-accuracy, reliability and engineering to excel in rugged aerospace environments. Selected applications include proximity sensors and systems for landing gear, doors and flight control surfaces, as well as tire pressure sensor and monitoring systems and fuel gauging systems. We believe sensing systems is well positioned to benefit from trends, including electrification, and it is already delivering new solutions for next generation systems, including lighter weight components and systems, and sensors with rapidly configurable architectures and longer-range wireless data transmission capabilities.

• Fluid & Thermal Management: Designs and manufactures positive displacement pumps, centrifugal pumps and true mass flowmeters for aerospace and defense applications. With more than 100 years of application, development and certification expertise, we are consistently recognized for our proven performance, technology, accuracy and reliability. We believe we are also well positioned for emerging applications with a leading position in thermal management and motor controller solutions for more electric, hybrid-electric and all-electric aircraft and military ground vehicles.

• Landing Systems: Provides hydraulic and electric brake control systems with antiskid and autobrake functionality, as well as electronic and hydraulic subsystems for landing gear control. Crane invented the first antiskid brake control system in 1947 and, since then, has supplied the brake control systems for all Boeing commercial aircraft, major U.S. military aircraft platforms and numerous other narrowbody, regional and business jet aircraft platforms.

• Microwave Solutions: Designs and manufactures high-performance RF and IF components and millimeter-wave systems and subsystems for defense, space and commercial end-use customers. Our solutions include our proprietary Multi-Mix^® technology that enables small, high-performance multilayer complex modules for array beamformers, antenna feed networks and receivers for electronic warfare systems. With over 60 years of experience, we are a Tier 1 integrated microwave assembly supplier with strong OEM relationships, and we have proven capabilities in major military, communications, electronic warfare, radar and satellite systems.

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Our A&E segment has strong visibility into long-term growth driven by positions on market leading platforms, numerous new program wins and continued investment in technology readiness. The segment is also positioned to benefit from market growth driven by accelerating trends, including increasing new commercial aircraft deliveries, air passenger travel growth, defense investment, ongoing MRO requirements and emerging applications in the space market, as well as a strong trend driving greater electrification for aerospace and defense applications. Our unique position to drive sustained growth is driven by differentiated technology investment focused on high-growth market segments, including Low Earth Orbit satellite constellations, next-generation aircraft engines, advanced ground and sea-based radar systems, as well as high-power and bi-directional power conversion for numerous emerging commercial and military applications, including more-electric and hybrid-electric ground vehicles and hybrid-electric and pure electric-propulsion aircraft.

Our A&E management team has a track record of leveraging CBS and operational excellence to drive productivity and growth, to enhance core capabilities and to expand into adjacent markets both organically and through acquisitions. CBS has been a key driver during COVID-19 operating margin performance period, with margins averaging 22% in the pre-COVID-19 period 2011 through 2019, and consistently in the 20% to 24% range during that period. As air traffic returns to pre-COVID-19 levels, our expectation is that operating margins should return to their pre-COVID-19 range.

Aerospace & Electronics Operating Profit
Margin

Process Flow Technologies

Our PFT segment is a provider of highly engineered fluid handling equipment for mission critical applications that require high reliability and the segment is comprised of Process Valves and Related Products, Pumps and Systems and Commercial Valves.

• Process Valves and Related Products: Manufactures a wide range of on/off isolation valves, including check valves, sleeved plug valves, lined valves, process ball valves, high performance butterfly valves, bellows sealed globe valves, aseptic and industrial diaphragm valves and multi / quarter-turn valves actuation. Other related products include lined pipe, fittings and hoses, air operated diaphragm and peristaltic pumps, instrumentation and sampling systems, valve positioning and control systems, valve diagnostic and calibration systems. Across the portfolio, the primary focus is on chemical, pharmaceutical and general industrial end markets. Products are sold under the trade names including Crane, Saunders, Jenkins, Pacific, Xomox, Krombach, DEPA, ELRO, REVO, Flowseal, Centerline, Resistoflex, Duochek, Barksdale, Dynalco, Westlock, WTA, HOKE, DOPAK, Aloyco, Compac-Noz, Duo-Chek, GO REGULATOR, Stockham, VOTES Infinity, Barksdale and Dynalco. Manufacturing facilities, along with sales and service centers, are located across North America, Europe, the Middle East, Asia and Australia.

• Pumps and Systems: Manufactures pumps products for water and wastewater applications, primarily in the United States municipal and industrial markets. Products are sold primarily under the trade

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names Barnes, Deming, Weinman, Burks, Crown and Prosser. Facilities are located in the United States and Canada.

• Commercial Valves: Manufactures valves and related products for the non-residential construction, gas utility and municipal markets. The primary geographies served by the manufacturing operations are the United Kingdom, the Middle East and continental Europe. Brands include Crane Fluid Systems, Stockham, Wask, Viking Johnson, IAT, Hattersley, NABIC, Sperryn, Posiflex and Wade. Manufacturing facilities are located in the United Kingdom and China, with additional sales offices in continental Europe and the Middle East.

Our portfolio strategically targets high growth, less cyclical markets, including chemical, general industrial, water and wastewater and pharmaceutical. We expect these industries to be outsized growth segments of the market, driven by investment in sustainability and clean energy, aging infrastructure, tightening wastewater regulations and an aging population with a growing demand for healthcare.

Crane has a strong track record of innovation and being a pioneer in the industry, “writing the book” on the flow of fluids with Technical Paper 410, which is still used as the definitive authority on the topic for engineers, professionals and other practitioners. By focusing on accelerating the rate of innovation through R&D

investment, we have driven incremental market capture and supported new product sales vitality at our Process Solutions business, more than doubling the percentage of sales derived from recent product introductions from 2018 to 2021. New product development has also helped shift the business further into the aforementioned high growth verticals of chemical, general industrial, water and wastewater and pharmaceutical.

Through execution of CBS, we have driven operating margin expansion from under 6% in 2003 to 9.8% in 2017, and to 15.2% in 2021 with opportunity for additional operational upside. Our PFT management team has a long track record of leveraging CBS to drive productivity and growth, to enhance core capabilities and to expand into adjacent markets both organically and through mergers and acquisitions.

Process Flow Technologies Operating Profit
Margin

Competitive Strengths

We deliver leading mission critical products across our PFT and A&E segments in attractive end markets.

At our PFT segment, we have delivered above-market growth in our core target markets (chemical, water and wastewater, pharmaceutical and general industrial), and we have actively shifted our portfolio to these markets which have strong secular growth trends, as well as limited cyclicality relative to energy-focused markets.

Our A&E segment is well-positioned across major commercial and military aerospace platforms, as well as next generation commercial, military and space platforms. We believe our balanced business mix positions us well to benefit from accelerating growth across both military and commercial market segments, and our technology

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investments have positioned us to benefit from a number of key secular trends in the industry, including electrification, increasing power requirements and demand for enhanced fuel efficiency.

In addition to our market positioning, we believe several key attributes add to the strength of each business and position us for future growth: (i) delivering mission critical, high cost of failure solutions protected by strong IP positions, (ii) a track record of innovation and strong R&D investment, (iii) the contribution of CBS and (iv) our healthy financial position. Each of these attributes is described in more detail below.

Mission critical, high cost of failure solutions protected by strong IP positions.

Across both our PFT and A&E segments, we offer diverse products and solutions that are mission critical, high cost of failure and protected by strong IP positions.

Our highly engineered fluid handling products at our PFT segment are used for mission critical applications that require high reliability and where cost of downtime is high. For example, in the chemical market, our products are designed to operate in harsh and hazardous environments where corrosive, abrasive and toxic media are common, while providing features that we believe are valued by our customers, such as lower torque valves to reduce actuation size and cost, higher flow rates and 100% leak-tight shut-off capabilities; in wastewater applications, our pumps help customers drive efficiency by reducing electricity usage with high-efficiency air-filled motors and reduce service calls by reducing clogging problems with patented chopping technology; and, for pharmaceutical applications, we have been a key participant in the evolution of high-purity valve technology with diaphragm valves that provide quick calibration and substantially reduce commissioning and startup costs.

Our A&E segment provides critical components to commercial, defense and space platforms from anti-skid brake control systems on commercial and military aircraft to microwave solutions for critical radar applications and power solutions for next generation electronics warfare. These products are necessary to ensure aircraft and systems are operating at optimal performance levels in extreme environments. For example, our DC-DC converters are powering space satellites and exploration vehicles, including the Mars Perseverance rover that is operating 293 million miles from Earth in the harsh extremes of space, and our products provide an accurate and highly regulated power source to highly sensitive systems where failure is not an option.

The high level of specification and regulation across both platforms drives stickiness and underpins our strong aftermarket profile (estimated to be ~40% of revenue) while differentiating us from competitors. Our products reflect relatively limited input costs for customers despite the high cost of failure and downtime, which leads to limited turnover across our customer base. Moreover, we participate in long cycle markets in which deep technological expertise and specialized offerings are critical to reliably meet demanding customer specifications, qualifications and regulatory requirements.

Track record of innovation and strong R&D investment.

We have a long history and strong culture of innovation at Crane and the rate of innovation has accelerated across our businesses. Within our A&E segment, we have launched nearly 300 new products over the last five years, many of which are expected to support revenue cycles lasting up to 30 years given the long-tail of aftermarket demand, particularly in commercial aerospace. Additionally, our differentiated technology and focus on breakthrough innovation has allowed Crane to strategically position the portfolio towards high-growth market verticals across our A&E segment, including space, electric vehicles and next generation aircraft, and our PFT segment, including chemical, general industrial, water and wastewater and pharmaceutical end markets.

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Our track record of innovation is supported by decades of experience with our core technologies, the scale to commercialize our novel solutions and an unparalleled and highly experienced engineering team focused on our core capabilities. A few recent developments generated by our engineering teams are highlighted below.

Aerospace & Electronics Selected New Product Introductions
Bi-directional power conversion to support military vehicle electrification	High voltage DC smart pumps for coolant and fuel systems	High accuracy proximity sensors to support more connected aircraft

Process Flow Technologies Selected New Product Introductions
FK-TrieX® Triple Offset Valve for harsh and hazardous environments	Envie3 Motor and Non-Clog Pump for energy efficiency and waste handling	Next-Generation Sleeved Plug Valve with low-torque and simplified repair

Leveraging the strength of CBS.

CBS is a key contributor to our ability to drive growth and operating margin improvement. We empower our businesses with the tools to leverage strong cultural foundations that support successful execution across each organization. CBS gives us the ability to incorporate “Voice of the Customer” teachings, including specific processes designed to capture our customers’ requirements and continuously improve safety, quality, delivery, cost and growth. Crane has a strong track record of leveraging CBS to drive growth, margin expansion and applying CBS to acquisitions to optimize the portfolio and realize significant synergies. For example, our A&E segment has completed over 460 Kaizens over the last five years focused on continuous operational and transactional improvement.

Healthy financial position.

The Company is well-positioned to capitalize on accelerating mega-trends across both our A&E and PFT segments, which has the ability to drive further top-line growth while also leveraging CBS to support both growth and further margin expansion.

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Crane Company is a significant player across a fragmented industry, with revenue of $2.1 billion and operating profit margin of 12.1% in 2021. Approximately 40% of revenues are recurring in nature given our high mix of consumable parts and ongoing need for maintenance and repair across the markets we serve. Our strong margins reflect our disciplined application of CBS and the attractiveness of our end markets and overall business model. Limited capital expenditure requirements, estimated at approximately 2.0% to 2.5% of sales, also support the ability to achieve a strong free cash flow profile.

Supportive Industry Tailwinds

A&E Segment Key Market Drivers:

Demand for efficient and sustainable electrification

Electrification of the aviation industry is rapidly emerging due to significant benefits in cost, and noise, as well as emission reductions. For example, major advancements in the Boeing 787’s innovative, more-electric design led to better fuel efficiency, lower maintenance cost and reductions in weight and noise. This increasing electrification of the aviation industry not only benefits our power business, but also translates to other product areas, such as our landing systems business. To date, we are the only company to develop electric anti-skid brake controls for a large commercial transport aircraft. Electrifying aircraft is a key priority for many of our customers, which we believe will continue to accelerate with the advancements in hybrid and all-electric propulsion.

More complex and increasing power requirements

There is significant demand for higher power capabilities across numerous A&E applications, particularly military, including advanced ground-based AESA radar that have more complex power and cooling requirements than prior technologies. New hybrid-electric and more-electric applications across commercial and military markets, such as eVTOL, military vehicles and alternative propulsion aircraft, all have evolving requirements with demand for more power, bi-directional power conversion, cooling/thermal management and more complex sensing solutions. The Company’s proven high reliability DC-DC power converters support projects, such as the NASA Artemis with an estimated 2024 launch.

Demand for enhanced operating and fuel efficiency

Improvements in operating efficiency for OEMs are driving the need for innovation among suppliers. Moreover, there is an increased push towards customers reducing their carbon footprint, particularly in commercial aerospace. We continue to be a leading supplier across fuel efficient aircraft, such as the Boeing 737MAX, Airbus A320neo, Embraer E2 and the COMAC C919 and their associated engines. Advancements in our core technologies, including size, weight and performance, can be found on the latest generation aircraft, which are enabling lower operating costs and higher fuel efficiency in commercial aviation. In addition, we have been selected for numerous demonstrator programs given our advanced capabilities across several technologies, including wireless sensing to reduce aircraft weight, high-voltage DC fuel pumps with advance prognostics and diagnostics, engine lubrication systems that can operate at extreme pressures and temperatures, and high efficiency Auto-Transformer Rectifier Units and DC-DC converters, providing more power, less weight and better thermal efficiency.

Rebound in commercial aerospace activity

Since the COVID-19-related flight activity trough in May and June 2020, there has been a rebound in commercial aerospace travel that is expected to continue as the world moves past the pandemic. Longer-term, there is also a growing secular demand for air travel as the global middle class continues to expand and emerging markets further develop their commercial aerospace infrastructure. These trends facilitate both an increase in new aircraft deliveries, as well as increasing passenger volumes, each of which drives a need for more of our products

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given our exposure to both OEM deliveries and aftermarket servicing. There are expected to be approximately 41,000 new commercial deliveries from 2022-2041, underpinning the significant market opportunity over the next 20 years.

Increased defense and space spending given “near-peer” threats

Recent geopolitical uncertainty has prioritized the need for defense spending with the DoD projecting $112 billion in 2022 for Research, Development, Test and Evaluation spending. While traditional aerospace markets continue to see spending growth, emerging markets, such as space, have become an area of focus given the need for enhanced communications and imaging, lower cost to launch and investment by near-peer threats. We believe we are well positioned across both traditional and new growth markets, including space. Our products are sold across all parts of the defense value chain, including directly to aircraft manufacturers, Tier 1 systems integrators, defense and space prime contractors, government agencies including the DoD, foreign allied defense organizations and aircraft MRO organizations.

PFT Segment Key Market Drivers:

Growing demand for next generation chemicals

The chemical market continues to be a long-term growth market, and we have been a major participant in this space for decades. Growth in global energy consumption through 2050 is expected to increase nearly 50% compared to 2020, and we are seeing continued investment by our customers aligned with new and evolving applications in clean energy and advanced electronics. Our new products are designed to solve our customers’ challenges in corrosive, abrasive and toxic media applications commonly seen in the chemical production process and among the most challenging harsh and hazardous environments in the industry. For example, our modular valves are designed to last twice as long as alternative valves, while withstanding extreme temperatures, pressures, abrasive solids and high-cycle volumes. Our FK-TrieX valve also eliminates the traditional trade-off between flow rate and ceiling capabilities and is the only isolation valve with both an industry-leading flow rate that can also provide advanced shutoff at 50% lower cost than the traditional ball valve.

Many of our customers are also transitioning to alternative energy sources, including hydrogen, which has created a new economy across power, transportation, HVAC, industrial and feedstock markets. The growth in electromobility and the importance of light-weighting and stronger high-performance materials continues to be a focus area for many of our customers and we continue to be well-positioned to address these material and technologically challenging demands.

Increased focus on industrial IoT and customer operating efficiency

Many of our customers are investing in solutions that support energy efficiency and reduced downtime and operating costs. We provide innovative solutions in this space to a number of critical applications involving valves, pumps and sensing products that drive productivity for our customers. We are gaining market share in industrial by being a go-to partner for our customers when it comes to increasing energy efficiency, reducing operating expenses and delivering product reliability. For example, our Westlock smart positioners for rotary and linear valves deliver an extended product lifetime and is the most energy-efficient valve positioner product in the market. Compressed air is one of the biggest uses of energy in the industrial space, and solutions that reduce compressed air use have clear and compelling business cases. We continue to benefit from the global focus on the reduction of carbon footprints, energy efficiency and environmental, social and corporate governance initiatives, as well as reducing operating expenditures through limited unplanned downtime and lower installation costs. We believe we are positioned to address the need for enhanced product reliability with minimal maintenance costs.

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Water and wastewater market investment is needed to support growing global population

Aging infrastructure, increased global water usage and tightening regulations are driving investment and growth in the water and wastewater industry. Wastewater treatment plants in the United States are an average of 45 years old and close to the end of their designed lifespan, and the Environmental Protection Agency estimates that the capital cost of wastewater and drinking water infrastructure needed to meet federal water quality and safety requirements and public health objectives exceeds $744 billion over a 20-year period. $55 billion for the modernization of water infrastructure is included in the U.S. Bipartisan Infrastructure Law, and an estimated $11 billion of capital investment in wastewater treatment plants is needed to support 61% reuse growth by 2025. Furthermore, there are tightening regulations, such as stricter disposal requirements due to increasing contaminants in wastewater and zero tolerance for environmental incidents. Our wastewater pumps are designed to solve flow disruption problems, increase performance and reduce operating costs in the collection and treatment of wastewater. For example, our SITHE Chopper pump solves clogging with an innovative first-of-its-kind patented chopping technology that slices even the most troublesome solids in the wastewater. Our Razor grinder pumps are designed with an innovative extra cutting technology to efficiently reduce solids, such as flushable wipes, diapers and other biodegradable items, commonly found in the modern waste stream that can wreak havoc on sewer systems. We believe our innovative products combined with strong market tailwinds are driving our significant growth momentum in the wastewater market segment.

Growing aging population and increased access to pharmaceuticals

An aging population, improving access to healthcare and increased outpatient services have significantly increased the size of the pharmaceutical market which is a positive tailwind for our business. The global biopharmaceutical market was estimated at $265 billion in 2020 and is expected to hit $856 billion by 2030. This market is expanding at a compound annual growth rate of 12.5% from 2021 to 2030. Breakthroughs in the pharmaceutical industry are generating investment in mega manufacturing facilities where Crane Company is one of the key valve providers, with a large installed base at key facilities around the world. We expect to increase our already strong position in the market with an expanded portfolio of products and solutions. For example, as the inventor of the diaphragm value, Crane has been a key player in the evolution of high-purity valve technology, expanding that expertise to automation products. Additionally, our Saunders-VUE sensors are the most reliable diaphragm valve sensors that provide quick calibration, reduce commissioning and reducing startup cost by 90%. We continue to invest and grow in the pharmaceutical aseptic space, and we expect this will continue to grow as an overall share of our business.

The Company’s Additional Market Drivers:

R&D and IP

Crane Company has technological expertise and proprietary offerings crucial to reliably meet demanding customer specifications, qualifications and changing regulatory requirements. For A&E, Crane invented many of the fundamental technologies that are now the industry standard in all of areas that they operate. This has led to Crane being known for its performance, reliability and innovation. For PFT, Crane “wrote the book” on the flow of fluid with Technical Paper 410, which is still used as the definitive authority on the topic for engineers, professionals and other practitioners.

Significant organic and R&D investment across both our A&E and PFT segments over the past few years supports numerous new product introductions that we believe will allow each platform to support above-market growth and continued margin expansion. Given the ongoing need to enhance technological capabilities for customers, we invest ~2.5% of sales per year in R&D, driving new product launches and end market expansion growth in our customer base. Our engineering and product development activities are focused on improving existing products and customizing existing products for customer requirements, as well as the development of new products. We own numerous patents, trademarks, copyrights, trade secrets and licenses to IP, including a robust IP portfolio. We believe our technical excellence, product reliability and embedded customer relationships have created a highly trusted brand that has enabled us to grow our sales.

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Customers and Go-to-Market Strategy

We have been able to build deeply embedded relationships with our customers given our track record of performance, reliability and innovation. Across our A&E and PFT segments, we sell directly to our customers, as well as through distribution. Our A&E customers include large aircraft manufacturers, Tier 1 systems integrators, defense and space prime contractors, airlines and government agencies. Under the PFT segment, we are strategically located near our key customers and deploy our experienced salesforce to service them. We also leverage a strong distribution network to reach additional customers around the world outside of our direct sales force. Given our technically advanced sales force and service agents, we are the partner of choice to some of the world’s largest customers.

Crane Company serves a diverse customer base; our top 10 customers represented less than 20% of revenues for fiscal year 2021, and the average length of our relationships with our top 10 customers exceeds 30 years.

We believe our customers continue to choose Crane Company because (i) we are a breakthrough innovation leader, providing high value technologies that outperform competitors, (ii) we have a strong track record of success offering highly advanced solutions that address the most difficult challenges for customers, (iii) we offer commercial excellence and ease of doing business, (iv) there are minimal cost of offerings compared to the cost of downtime or catastrophic failures and (v) localized presence near key customers enables a facilitation of aftermarket offerings.

Engineered Materials

In addition to our two global strategic growth platforms, our Engineered Materials segment contributed 11% of 2021 sales. In May 2021, Crane Holdings, Co. announced that it had signed an agreement to divest its Engineered Materials segment. In May 2022, that agreement was terminated after the Department of Justice declined to approve the transaction. Our Engineered Materials segment supplies FRP based products and solutions primarily for use in the RV, Building Products and Transportation markets. The Engineered Materials segment’s facilities are located in the United States. Key brands include Glasbord, Varietex, DESIGNS, Sequentia, Filon, Crane Gold, Noble, Kemlite and Amortuf.

RV sales in 2021 were 45% of segment sales and primarily consist of sidewall, roof and slideout panels for RV construction sold to OEMs. We see a favorable market trend in the RV industry benefiting from growth in first-time customers driven by the COVID-19 pandemic, demographic trends favorable for RV ownership and increased interest in camping.

Building Products sales in 2021 were 42% of segment sales and include wall and ceiling panels used in commercial construction across a variety of industries with a focus on national chain accounts, primarily in the restaurant and retail space, and sold through building products distributors. Building Products is positioned to benefit from long-term growth in its targeted national chain accounts in the restaurant and retail industries, with additional growth initiatives focused on key secular growth markets where FRP has a differentiated value proposition, including: (i) “ghost” kitchens that are benefiting from on-demand food delivery trends, (ii) cold storage where demand is driven by a growing consumer adoption of online grocery purchases, (iii) retail health clinics, including urgent care facilities and dialysis centers, (iv) cannabis growing facilities, (v) data centers and (vi) order fulfillment centers and warehouses.

Transportation sales in 2021 were 13% of segment sales and primarily consisted of interior liner and scuff panels, roofs and side skirts for trailer and truck body construction sold to OEMs.

We believe this business segment is well positioned for future growth given its strategic focus on high-growth niche segments and increasing sales through its commitment to superior customer service and product innovation. It has a broad product portfolio with 19 distinct product families across 10 leading brands. The segment has a demonstrated track record of new product development and enhancements, as well as commitment

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to product performance and quality that we believe is differentiated from our peers. Transportation is also positioned for growth given its products aligned with trends that support the expansion of e-commerce and “last-mile” delivery demand.

Overall, longstanding relationships with a diverse base of customers provides the ability to leverage CBS to drive productivity and growth. Low ongoing needs for capital expenditures and working capital efficiency have contributed to strong margins and free cash flow conversion.

Facilities and Geographic Footprint

The Company has a strong global footprint with a diverse revenue mix by segment, end market, geography and customer. At the time of the spin-off, we expect that the Company will have a diverse global workforce with facilities in approximately 20 countries. As of September 30, 2022, the business segments that were owned by the Company employed approximately 7,000 associates worldwide across more than 100 locations, of which substantially all were full time employees. This includes approximately 4,000 people employed in the United States across approximately 35 locations. This footprint allows us to get closer to the customer and provide aftermarket products more easily. The Company has approximately 4.4 million square feet of state-of-the-art manufacturing

capabilities and leverages leading technologies, including additive manufacturing. Primary manufacturing facilities are located in the United States, Mexico, the United Kingdom, Germany, Taiwan, China, France, Slovenia, Hungary, India, Australia and Saudi Arabia.

Competitive Conditions

Our businesses participate in markets that are highly competitive. Because of the diversity of products manufactured and sold, our businesses typically have a different set of competitors in each geographic area and end market in which they participate. Accordingly, it is not possible to estimate the number of competitors or precise market share; however, we believe that we are a significant competitor in many of our markets. Our primary basis of competition is providing high quality products, with technological differentiation, superior customer service and timely delivery.

Our products are sold into primary end markets which include commercial and military aerospace, defense and space, chemical production, pharmaceutical production, water and wastewater, general industrial, non-residential and municipal construction and energy. As such, our revenues depend on numerous unpredictable factors, including changes in market demand, general economic conditions, customer capital spending, timing and amount of contract awards and credit availability. Since our products are sold in such a wide variety of markets, we do not believe that we can reliably quantify or predict the potential effects of changes in any of the aforementioned factors.

Our engineering and product development activities are focused on improving existing products, customizing existing products for particular customer requirements, as well as the development of new products. We own numerous patents, trademarks, copyrights, trade secrets and licenses to IP, none of which is of such importance that termination would materially affect our business. From time to time, however, we do engage in litigation to protect our IP.

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Raw Materials

Our manufacturing operations employ a wide variety of raw materials, including steel, copper, cast iron, electronic components, aluminum, plastics and various petroleum-based products. We purchase raw materials from a large number of independent sources around the world. Although market forces have at times, including in 2021, caused increases in the costs of key raw materials, there have been no raw materials shortages that have had a material adverse impact on our business. We believe that we will generally be able to obtain adequate supplies of major raw material requirements or reasonable substitutes at acceptable costs. For a further discussion of risks related to raw materials, see the section of this information statement entitled “Risk Factors.”

Seasonal Nature of Business

In the aggregate, our business does not experience significant seasonality.

Government Contracts

We have agreements relating to the sale of products to government entities, primarily involving products in our A&E segment. As a result, we are subject to various statutes and regulations that apply to companies doing business with the government. The laws and regulations governing government contracts differ from those governing private contracts. For example, some government contracts require disclosure of cost and pricing data and impose certain sourcing conditions that are not applicable to private contracts. Our failure to comply with these laws could result in suspension of these contracts, criminal or civil sanctions, administrative penalties and fines or suspension or debarment from government contracting or subcontracting for a period of time. For a further discussion of risks related to compliance with government contracting requirements, see the section of this information statement entitled “Risk Factors.”

Environmental Compliance

We are regulated by federal, state and international environmental laws governing our use, transport and disposal of substances and control of emissions. Furthermore, there are tightening regulations, such as stricter disposal regulations due to increasing contaminants in wastewater and zero tolerance for environmental incidents. Our manufacturing facilities generally do not produce significant volumes or quantities of byproducts that would be considered hazardous waste or otherwise harmful to the environment if not properly handled or maintained. Accordingly, continued compliance with these existing laws has not had a material impact on our capital expenditures or earnings.

However, we occasionally engage in environmental remediation activities as required by federal and state laws. In addition, we may be exposed to other environmental costs, including participation in the characterization and remediation of federal Superfund sites, or analogous state sites. When it is reasonably probable we will pay remediation costs at a site, and those costs can be reasonably estimated, we accrue a liability for such future costs with a related charge against our earnings. For further discussion of environmental related risks, see the section of this information statement entitled “Risk Factors.”

Human Capital Resources

To remain a leading manufacturer of highly engineered industrial products, it is important that we continue to attract, develop and retain exceptional talent across our global enterprise.

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At the time of the spin-off, we expect the Company will have a diverse global workforce located in approximately 20 countries. As of September 30, 2022, the business segments that will be owned by the Company employed approximately 7,000 persons worldwide, of which substantially all were full time employees. This includes approximately 4,000 people employed in the United States across approximately 35 locations. As of September 30, 2022, approximately 5% of our U.S. employees were represented by a union under a collective bargaining agreement. Employees based in some foreign countries may, from time to time, be represented by works councils or unions or subject to collective bargaining agreements. We consider our relations with our employees to be good.

To be an employer of choice and maintain the strength of our workforce, we consistently assess the current business environment and labor market to refine our compensation and benefits programs and other resources available to our associates. We are committed to developing our associates personally and professionally by leveraging a structured and disciplined Intellectual Capital (“IC”) process. This regular IC cadence includes constructive reviews and various talent and leadership development initiatives conducted by the executive management team and provided throughout an associate’s career. We are also committed to an inclusive and high-performance culture at all levels of the organization, based on trust and respect.

The manufacture and production of our products requires the use of a variety of tools, equipment, materials and supplies. We are strongly committed to the health and safety of our associates and strive to continuously adhere to global regulatory safety requirements and to reduce the incidence and severity of job-related injuries. We utilize strict compliance protocols, training programs, effective risk management practices and sound science in our operations to minimize risk to our associates.

For a discussion of risks related to employee relations, see the section of this information statement entitled “Risk Factors.”

Intellectual Property

We rely on a combination of patents, trade secrets, copyrights, trademarks and confidentiality procedures to protect our intangible assets, technology, brand names, products, product candidates and services around the world. We engage expert advisors to assist us in developing market-focused offensive and defensive intellectual property portfolios both domestically and internationally. Existing patent, trade secret, trademark, trade dress and copyright laws offer limited protection only. Our intellectual property portfolio is presumed valid, but some assets could be invalidated, reverse-engineered, narrowed, limited or otherwise circumvented. In addition, others may develop substantially equivalent or superseding proprietary technology and rights or competitors may offer equivalent non-infringing products or services in competition with our products, thereby substantially reducing the value of our proprietary rights. The laws of some foreign countries in which our products are or may be manufactured or sold may not protect our products or intellectual property rights to the same extent as do the laws of the United States. We cannot assure that the steps we take to protect our intellectual property will be adequate to prevent misappropriation of our technology.

Our patent portfolio covers a number of our products and product candidates and we have acquired additional patent assets to protect our technology. After the separation, we will directly or indirectly own 181 United States utility patents/patent applications, two United States design patents/patent applications, 282 foreign patents/patent applications and three pending Patent Cooperation Treaty (“PCT”) applications. Individual patents have terms for varying periods depending on the date of filing of the patent application or the date of patent issuance and the legal term of patents in the countries in which they are obtained. Generally, utility patents issued for applications filed in the United States, and in many foreign countries, are granted a term of 20 years from the earliest effective filing date of a non-provisional patent application (14 or 15 years from the date of grant for United States design patents) provided their registrations are properly maintained. We continually review our development efforts to assess the existence and patentability of new intangible assets, technology, products and

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product candidates. Our currently issued United States patents have expiration dates ranging from November 21, 2022 to May 18, 2042. We have a strong commitment to maintaining our patent portfolio and pursuing additional patent protections to expand our product and product candidate protections.

Our trade secrets portfolio covers secret aspects of a number of our products and product candidates. We continually review our development efforts to assess the existence of trade secrets, namely, our proprietary information that (i) has either actual or potential independent economic value by virtue of not being generally known; (ii) has value to others who cannot legitimately obtain the information; and (iii) has been and remains subject to our reasonable efforts to maintain the secrecy of this information. Our trade secret portfolio complements our patent portfolio. We have a strong commitment to maintaining our trade secrets portfolio and pursuing additional trade secrets protections to expand our product and product candidate protections.

We also pursue the registration of certain of our trademarks, trade dress, trade names and original works of authorship in the United States and in certain locations outside the United States to protect our brand names, products, product candidates and services around the world. In jurisdictions where use is the basis of trademark rights, we monitor our trademarks for infringement and will enforce rights in our trademarks against infringers even in the absence of registration. Following the spin-off, we will directly or indirectly own approximately 147 United States trademark applications/registrations, 1,032 international trademark applications/registrations, eleven domains and seven United States copyright registrations. Trademark registrations can generally be renewed as long as the trademarks are in use.

Furthermore, we enter into, and rely on, confidentiality and proprietary rights agreements with our employees, consultants, contractors and business partners to protect our intangible assets, technology, brand names, products, product candidates, services and other confidential information.

Properties

The following is a summary of the Company’s principal facilities as of September 30, 2022:

	Facilities—Owned
Location	Aerospace & Electronics				Process Flow Technologies				Engineered Materials				Corporate				Total
	Number		Area (sq. ft.)		Number		Area (sq. ft.)		Number		Area (sq. ft.)		Number		Area (sq. ft.)		Number		Area (sq. ft.)
Manufacturing
United States		6		724,240		6		698,573		4		644,333		—		—		16		2,067,146
Canada		—		—		—		—		—		—		—		—		—		—
Europe		—		—		6		671,573		—		—		—		—		6		671,573
Other international		—		—		4		354,412		—		—		—		—		4		354,412
		6		724,240		16		1,724,558		4		644,333		—		—		26		3,093,131
Non-Manufacturing
United States		—		—		2		98,510		—		—		—		—		2		98,510
Canada		—		—		—		—		—		—		—		—		—		—
Europe		—		—		2		73,780		—		—		—		—		2		73,780
Other international		—		—		—		—		—		—		—		—		—		—
		—		—		4		172,290		—		—		—		—		4		172,290

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	Facilities—Leased
Location	Aerospace & Electronics				Process Flow Technologies				Engineered Materials				Corporate				Total
	Number		Area (sq. ft.)		Number		Area (sq. ft.)		Number		Area (sq. ft.)		Number		Area (sq. ft.)		Number		Area (sq. ft.)
Manufacturing
United States		—		—		2		97,220		—		—		—		—		2		97,220
Canada		—		—		1		20,572		—		—		—		—		1		20,572
Europe		1		19,418		3		707,259		—		—		—		—		4		726,677
Other international		1		63,653		3		437,740		—		—		—		—		4		501,393
		2		83,071		9		1,262,791		—		—		—		—		11		1,345,862
Non-Manufacturing
United States		3		12,718		6		186,765		3		78,950		3		39,875		15		318,308
Canada		—		—		1		11,200		—		—		—		—		1		11,200
Europe		1		9,171		8		441,364		—		—		—		—		9		450,535
Other international		—		—		18		126,496		—		—		—		—		18		126,496
		4		21,889		33		765,825		3		78,950		3		39,875		43		906,539

In our opinion, these properties have been well maintained, are in good operating condition and contain all necessary equipment and facilities for their intended purposes.

Legal Proceedings

Environmental Matters

For environmental matters, we record a liability for estimated remediation costs when it is probable that we will be responsible for such costs and they can be reasonably estimated. Generally, third-party specialists assist in the estimation of remediation costs. The environmental remediation liability as of December 31, 2021 is substantially related to the former manufacturing site in Goodyear, Arizona (the “Goodyear Site”) discussed below. On June 21, 2021, Crane 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.

Goodyear Site

The Goodyear Site was operated by Unidynamics/Phoenix, Inc. (“UPI”), which became an indirect subsidiary in 1985 when we acquired UPI’s parent company, Unidynamics Corporation. 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 DoD and other government agencies and certain of their prime contractors. In 1990, the U.S. Environmental Protection Agency (“EPA”) issued administrative orders requiring UPI to design and carry out 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, Crane entered into 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, Crane continued remediation activities and explored an alternative strategy to accelerate remediation of the Goodyear Site. During the fourth quarter of 2019, Crane received conceptual agreement from the EPA on our alternative remediation

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strategy which is expected to further reduce the contaminant plume. Accordingly, in 2019, Crane 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 $32.3 million and $39.8 million as of December 31, 2021 and 2020, respectively and as described below, a portion is reimbursable by the U.S. Government. The current portion of the total estimated liability was $7.1 million and $10.9 million as of December 31, 2021 and 2020, 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 DoD and the Department of Energy pursuant to which, among other things, the U.S. Government reimburses Crane for 21% of qualifying costs of investigation and remediation activities at the Goodyear Site. As of December 31, 2021 and 2020, we recorded a receivable of $7.3 million and $7.8 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

Marion, IL Site

We have 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. A predecessor 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 Crane 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.

GD-OTS has asked us to participate in a voluntary, multi-party mediation exercise with respect to response costs it has incurred or will incur with respect to the AUS-OU. Crane and other PRPs executed a non-binding mediation agreement on March 16, 2015, and the U.S. government executed the mediation agreement on August 6, 2015. The first phase of the mediation, involving certain former munitions or ordnance storage areas, began in November 2017, but did not result in a multi-party settlement agreement. Subsequently, we entered into discussions directly with GD-OTS and reached an agreement, as of July 13, 2021, to contribute toward GD-OTS’s past remedial investigation and feasibility study costs associated with the first-phase areas for a non-material amount. Crane has also agreed to pay a modest percentage of future remedial investigation and feasibility study costs and the United States’ claimed past response costs relative to the first-phase areas, a sum that we expect in the aggregate to be immaterial. We understand that GD-OTS has also reached agreements-in-principle with the U.S. Government and the other participating PRPs related to the first-phase areas of concern. Negotiations between GD-OTS and the U.S. Government are underway with respect to resolution of the remaining areas of the Crab Orchard Site, including those portions of the Crab Orchard Site where Crane’s predecessor conducted manufacturing and research activities. We at present cannot predict whether these further negotiations will result in an agreement, or when any determination of the ultimate allocable shares of the various PRPs, including the U.S. Government, 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

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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. Crane notified our insurers of this potential liability and has obtained defense and indemnity coverage, subject to reservations of rights, under certain of our insurance policies.

Roseland, NJ Site

The Roseland Site was operated by Resistoflex Corporation (“Resistoflex”), which became an indirect subsidiary of Crane’s in 1985 when it acquired Resistoflex’s parent company, Unidynamics Corporation. Resistoflex manufactured specialty lined pipe and fittings at the Roseland Site from the 1950s until it was closed in the mid-1980s. Crane undertook an extensive soil remediation effort at the Roseland Site following its closure and had been monitoring the Roseland Site’s condition in the years that followed. In response to changes in remediation standards, in 2014 Crane began to conduct further site characterization and delineation studies at the Roseland Site. Crane is in the late stages of its remediation activities at the Roseland 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.

Other Proceedings

We regularly review the status of lawsuits, claims and proceedings that have been or may be asserted against us relating to the conduct of our business, including those pertaining to product liability, patent infringement, commercial, employment, employee benefits, environmental and stockholder matters. We record a provision for a liability for such matters when it is considered probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions, if any, are reviewed quarterly and adjusted as additional information becomes available. If either or both of the criteria are not met, we assess whether there is at least a reasonable possibility that a loss, or additional losses, may have been incurred. If there is a reasonable possibility that a loss or additional loss may have been incurred for such matters, we disclose the estimate of the amount of loss or range of loss, disclose that the amount is immaterial, or disclose that an estimate of loss cannot be made, as applicable. We believe that as of December 31, 2021, 2020 and 2019, 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.

Principal Executive Offices

Our principal executive offices are currently located at 100 First Stamford Place, Stamford, CT 06902, and our telephone number is currently (203) 363-7300. We maintain a website at www.craneco.com. The information contained on our website or that can be accessed through our website neither constitutes part of this information statement nor is incorporated by reference herein.

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

The following discussion of Crane’s financial condition and results of operations for the nine months ended September 30, 2022 and 2021 and the years ended December 31, 2021, 2020 and 2019 reflects the audited consolidated financial statements and unaudited interim condensed consolidated financial statements of Crane. This discussion should be read in conjunction with the audited consolidated financial statements of Crane and the notes thereto and the unaudited condensed consolidated interim financial statements of Crane and the notes thereto, each included elsewhere in this information statement, as well as the information contained in the sections of this information statement entitled “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane Company (Supplemental)” and “Business.” The following discussion and analysis includes forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed or implied by the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed elsewhere in this information statement. See in particular the sections of this information statement entitled “Forward-Looking Statements” and “Risk Factors.”

For purposes of this “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane” and unless otherwise indicated or the context otherwise requires, (i) “we,” “our,” “us” and “Crane” refer to Crane Holdings, Co. and its consolidated subsidiaries prior to giving effect to the spin-off and (ii) references to “core business” or “core sales” include sales from acquired businesses starting from and after the first anniversary of the acquisition, but exclude currency effects.

Basis of Presentation

Notwithstanding the legal form of the spin-off described elsewhere in this information statement, for accounting and financial reporting purposes, Crane’s Payment & Merchandising Technologies segment will be presented as being spun-off from Crane. This presentation is in accordance with GAAP and is primarily a result of, among other factors, Crane Company’s (which is the legal spinnee) larger operations, greater tangible assets, greater fair value and greater net sales, in each case, relative to Crane NXT. Further, Crane has determined that Crane best represents the predecessor entity to Crane Company. Therefore, the historical financial statements presented herein and in our future filings, with respect to periods prior to the spin-off, will be represented by the historical consolidated financial statements of Crane, and the pro forma financial statements will present Crane NXT as discontinued operations.

Unless otherwise noted, the following is historical financial information of Crane and does not account for the spin-off. The financial information discussed below and included in this information statement may not necessarily reflect what Crane Company’s financial condition, results of operations or cash flows would have been had it been separated from Crane and a stand-alone company during the periods presented or what its financial condition, results of operations and cash flows may be in the future. See the section of this information statement entitled “Unaudited Pro Forma Condensed Consolidated Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane Company (Supplemental).”

Due to rounding, numbers presented throughout this section may not add up precisely to totals we provide and percentages may not precisely reflect the absolute figures. Amounts in the following discussion are presented in millions, except employee, share and per share data, or unless otherwise stated.

Overview

We are a diversified manufacturer of highly engineered industrial products. Our operations are comprised of four segments: A&E, PFT, Payment & Merchandising Technologies, and Engineered Materials. Our primary end

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markets include commercial and military aerospace, defense and space, chemical production, pharmaceutical production, water and wastewater, non-residential and municipal construction, energy, banknote design and production, payment automation solutions, along with a wide range of general industrial and certain consumer related end markets.

Our strategy is to grow earnings and cash flow by focusing on the manufacturing of highly engineered industrial products for specific markets where our scale is a relative advantage, and where we can compete based on our proprietary and differentiated technology, our deep vertical expertise, and our responsiveness to unique and diverse customer needs. We continuously evaluate our portfolio, pursue acquisitions that complement our existing businesses and are accretive to our growth profile, selectively divest businesses where appropriate, and pursue internal mergers to improve efficiency. We strive to foster a performance-based culture focused on productivity and continuous improvement, to attract and retain a committed management team whose interests are directly aligned with those of Crane shareholders, and to maintain a focused, efficient corporate structure.

We will continue to execute this strategy while remaining committed to the values of Crane’s founder, R.T. Crane, who resolved to conduct business “in the strictest honesty and fairness; to avoid all deception and trickery; to deal fairly with both customers and competitors; to be liberal and just toward employees; and to put my whole mind upon the business.”

Recent Developments

Sale of Redco

On August 12, 2022, Crane Holdings, Co., Crane Company and 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, a long-term liability management company specializing in the acquisition and management of legacy corporate liabilities, for 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 Crane Holdings, Co.’s $400 million 364-day Term Loan issued on August 11, 2022 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 spin-off, 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 have been removed from Crane Holdings, Co.’s consolidated balance sheets effective August 12, 2022. A loss of $162.4 million was recorded on Crane Holdings, Co.’s condensed consolidated statements of operations for the three and nine months ended September 30, 2022.

364-Day Credit Agreement

On August 11, 2022, Crane Holdings, Co. entered into the 364-Day Credit Agreement, by and among Crane Holdings, Co., as sole borrower, the financial institutions party thereto as lenders and JPMorgan Chase Bank,

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N.A., as administrative agent. Crane Company is not party to the 364-Day Credit Agreement and will not be subject to its restrictive provisions following the spin-off. Following entry into the 364-Day Credit Agreement, on August 11, 2022, Crane Holdings, Co. borrowed Term Loans in an aggregate principal amount of $400 million under the 364-Day Credit Agreement. Interest on the Term Loans accrues at a rate per annum equal to, at Crane Holdings, Co.’s option, (i) a base rate (determined in a customary manner), plus a margin of 0.25% or 0.50% that is determined based upon the Index Debt Rating or (ii) an adjusted Term SOFR (determined in a customary manner) for an interest period to be selected by Crane Holdings, Co., plus a margin of 1.25% or 1.50% that is determined based upon the Index Debt Rating. The 364-Day Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including (a) limitations on the ability of Crane Holdings, Co.’s subsidiaries to incur indebtedness and (b) restrictions on Crane Holdings, Co. and its subsidiaries with respect to liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets and transactions with affiliates. Crane Holdings, Co. must also maintain a debt to capitalization ratio not to exceed 0.65 to 1.00 at all times. The 364-Day Credit Agreement also provides for customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, any representation or warranty made by Crane Holdings, Co. or any of its material subsidiaries being false in any material respect, default under certain other material indebtedness, certain insolvency or receivership events affecting Crane Holdings, Co. and its material subsidiaries, certain ERISA events, material judgments and a change in control of Crane Holdings, Co., in each case, subject to thresholds and cure periods where customary. The 364-Day Credit Agreement permits Crane Holdings, Co. to undertake the spin-off.

Sale of Crane Supply

On April 8, 2022, Crane 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, Crane received CAD 5 million related to a final working capital adjustment. Crane recognized a total gain on sale of $232.5 million.

Termination of Agreement to Sell Engineered Materials

On May 16, 2021, Crane entered into an agreement to sell the Engineered Materials segment to Verzatec for $360 million on a cash-free and debt-free basis. In the second quarter of 2021, the assets and liabilities of the segment were classified as held for sale. On May 26, 2022, Verzatec terminated the sale agreement and paid $7.5 million to Crane in termination fees. 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.

Results from Operations—Three Month Periods Ended September 30, 2022 and 2021

The following information should be read in conjunction with the condensed consolidated financial statements of Crane and the related notes. All comparisons below refer to the three months ended September 30, 2022 versus the three months ended September 30, 2021, unless otherwise specified.

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	For the three months ended September 30,						2022 vs 2021 Favorable / (Unfavorable) Change
(in millions, except %)	2022			2021			$			%
Net sales	$	815.1		$	893.8		$	(78.7	)		(8.8	)%
Cost of sales		485.6			556.3			(70.7	)		(12.7	)%
as a percentage of sales		59.6	%		62.2	%
Selling, general and administrative		198.3			192.7			5.6			2.9	%
as a percentage of sales		24.3	%		21.6	%
Loss on divestiture of asbestos-related assets and liabilities		162.4			—			162.4			NM
Operating (loss) profit		(31.2	)		144.8			(176.0	)		(121.5	)%
Operating margin		(3.8	)%		16.2	%
Other income (expense):
Interest income		1.4			0.2			1.2			NM
Interest expense		(13.5	)		(11.0	)		(2.5	)		(22.7	)%
Gain on sale of business		3.8			—			3.8			NM
Miscellaneous income, net		4.5			3.6			0.9			25.0	%
Total other expense		(3.8	)		(7.2	)		3.4			NM
(Loss) income before income taxes		(35.0	)		137.6			(172.6	)		(125.4	)%
Provision for income taxes		24.3			21.0			3.3			NM
Net (loss) income attributable to common shareholders	$	(59.3	)	$	116.6		$	(175.9	)		(150.9	)%

Sales decreased by $78.7 million, or 8.8%, to $815.1 million in 2022. Net sales related to operations outside the United States were 29.3% and 38.1% of total net sales for the three months ended September 30, 2022 and 2021, respectively. The year-over-year change in sales included:

• an increase in core sales of $17.2 million, or 1.9%, which was primarily comprised of higher pricing;

• unfavorable foreign currency translation of $36.4 million, or 4.1%; and

• a decrease in sales of $59.5 million, or 6.7%, primarily related to the sale of Crane Supply.

Cost of sales decreased by $70.7 million, or 12.7%, to $485.6 million in 2022. The decrease is primarily related to the sale of Crane Supply of $43.2 million, or 7.8%, and favorable foreign currency translation of $21.9 million, or 3.9%.

Selling, general and administrative expense increased by $5.6 million, or 2.9%, to $198.3 million in 2022, primarily related to a $10.9 million, or 5.7%, increase in transaction related expenses supporting the planned separation, partially offset by favorable foreign currency translation of $6.8 million, or 3.5%.

Operating profit decreased by $176.0 million to a $31.2 million operating loss in 2022. The decrease in operating profit is primarily related to the loss on divestiture of asbestos-related assets and liabilities of $162.4 million, and the impact of the sale of Crane Supply of $11.3 million.

During the third quarter of 2022, we completed the divestiture of asbestos-related assets and liabilities and recorded a loss of $162.4 million. Based on existing U.S. income tax guidance, we did not record an income tax benefit related to this transaction. However, we released a valuation allowance previously recorded against certain state deferred tax assets based on available evidence indicating it to be more likely than not that we will realize a state income tax benefit for certain non-asbestos related future tax deductions. Specifically, we 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, our U.S. business resulting net deferred tax liability position after the asbestos-related transaction and the lack of separate state income tax filings.

97

The combination of a loss on the asbestos-related transaction and the lack of a related tax benefit resulted in our 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, our 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 valuation allowance and the statutory U.S. deduction related to our non-U.S. subsidiaries’ income.

Our effective tax rate for the three months ended September 30, 2022 is 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.

Comprehensive Income

(in millions) For the three months ended September 30,	2022			2021
Net (loss) income before allocation to noncontrolling interests	$	(59.3	)	$	116.6
Components of other comprehensive income, net of tax
Currency translation adjustment		(77.7	)		(24.8	)
Changes in pension and postretirement plan assets and benefit obligation, net of tax		2.3			5.2
Other comprehensive loss, net of tax		(75.4	)		(19.6	)
Comprehensive (loss) income before allocation to noncontrolling interests		(134.7	)		97.0
Less: Noncontrolling interests in comprehensive income		(0.3	)		(0.1	)
Comprehensive (loss) income attributable to common shareholders	$	(134.4	)	$	97.1

For the three months ended September 30, 2022, comprehensive loss before allocation to noncontrolling interests was $134.7 million compared to comprehensive income of $97.0 million in the same period of 2021. The $231.7 million decrease was primarily driven by lower net income before allocation to noncontrolling interests of $175.9 million driven by the loss on the divestiture of asbestos-related assets and liabilities, and a $52.9 million year-over-year unfavorable impact of foreign currency translation adjustments, primarily related to the British pound and euro.

98

Segment Results of Operations—Three Month Periods Ended September 30, 2022 and 2021

Aerospace & Electronics

	For the three months ended September 30,						2022 vs 2021 Favorable / (Unfavorable) Change
(in millions, except %)	2022			2021			$			%
Net sales by product line:
Commercial Original Equipment	$	63.7		$	62.2		$	1.5			2.4	%
Military Original Equipment		57.1			58.4			(1.3	)		(2.2	)%
Commercial Aftermarket Products		34.8			30.2			4.6			15.2	%
Military Aftermarket Products		11.6			17.8			(6.2	)		(34.8	)%
Total net sales	$	167.2		$	168.6		$	(1.4	)		(0.8	)%
Cost of sales	$	106.8		$	102.3		$	4.5			4.4	%
as a percentage of sales		63.9	%		60.7	%
Selling, general and administrative	$	32.2		$	33.8		$	(1.6	)		(4.7	)%
as a percentage of sales		19.3	%		20.0	%
Operating profit	$	28.2		$	32.5		$	(4.3	)		(13.2	)%
Operating margin		16.9	%		19.3	%
Supplemental Data:
Backlog	$	591.6		$	478.5		$	113.1			23.6	%

Sales decreased $1.4 million, or 0.8%, to $167.2 million in 2022, with higher pricing more than offset by lower volumes.

• Sales of Commercial Original Equipment increased $1.5 million, or 2.4%, to $63.7 million in 2022, reflecting strong demand from aircraft manufacturers as the industry aircraft build rates continue to recover from the COVID-19 pandemic-related slowdown, partially offset by material availability constraints.

• Sales of Military Original Equipment decreased $1.3 million, or 2.2%, to $57.1 million in 2022, primarily reflecting lower shipments due to order timing and material availability.

• Sales of Commercial Aftermarket Products increased $4.6 million, or 15.2%, to $34.8 million in 2022, reflecting continued strong demand from the airlines due to improving air traffic as the industry continues to recover from the COVID-19 pandemic-related slowdown, along with higher pricing.

• Sales of Military Aftermarket Products decreased $6.2 million, or 34.8%, to $11.6 million in 2022, primarily reflecting timing of government orders for certain programs.

Cost of sales increased by $4.5 million, or 4.4%, to $106.8 million in 2022, primarily reflecting unfavorable mix.

Selling, general and administrative expense decreased by $1.6 million, or 4.7%, to $32.2 million in 2022, primarily reflecting a decrease of $2.6 million, or 7.7%, in administrative and engineering costs and partially offset by higher selling costs.

Operating profit decreased by $4.3 million, or 13.2%, to $28.2 million in 2022, primarily reflecting unfavorable mix of $4.5 million, or 13.8%. Pricing actions and strong productivity approximately offset higher material, labor and other manufacturing costs.

99

Process Flow Technologies

	For the three months ended September 30,						2022 vs 2021 Favorable / (Unfavorable) Change
(in millions, except %)	2022			2021			$			%
Net sales by product line:
Process Valves and Related Products	$	186.2		$	176.6		$	9.6			5.4	%
Commercial Valves		30.4			95.8			(65.4	)		(68.3	)%
Pumps and Systems		33.4			26.7			6.7			25.1	%
Total net sales	$	250.0		$	299.1		$	(49.1	)		(16.4	)%
Cost of sales	$	153.0		$	197.2		$	(44.2	)		(22.4	)%
as a percentage of sales		61.2	%		65.9	%
Selling, general and administrative	$	55.7		$	57.6		$	(1.9	)		(3.3	)%
as a percentage of sales		22.3	%		19.3	%
Operating profit	$	41.3		$	44.3		$	(3.0	)		(6.8	)%
Operating margin		16.5	%		14.8	%
Supplemental Data:
Backlog	$	353.7		$	351.4		$	2.3			0.7	%

Sales decreased by $49.1 million, or 16.4%, to $250.0 million in 2022, driven by a $59.5 million, or 19.9%, impact from the sale of Crane Supply and $15.4 million, or 5.1%, of unfavorable foreign currency translation, partially offset by core sales growth of $25.7 million, or 8.6%. Core sales growth was driven by higher pricing, partially offset by slightly lower volumes due to material availability constraints.

• Sales of Process Valves and Related Products increased by $9.6 million, or 5.4%, to $186.2 million in 2022, reflecting an increase in core sales driven by higher pricing, partially offset by unfavorable foreign currency translation as the euro weakened against the U.S. dollar. Demand remained generally strong in the Chemical, Pharmaceutical and General Industrial end markets.

• Sales of Commercial Valves decreased by $65.4 million, or 68.3%, to $30.4 million in 2022, primarily driven by the impact of the divestiture of Crane Supply of $59.5 million, or 62.1%, and, to a lesser extent, unfavorable foreign currency translation as the British pound weakened against the U.S. dollar.

• Sales of Pumps & Systems increased by $6.7 million, or 25.1%, to $33.4 million in 2022, primarily driven by higher sales to municipal customers.

Cost of sales decreased by $44.2 million, or 22.4%, to $153.0 million, primarily related to the impact of the sale of Crane Supply of $43.2 million, or 21.9%, increased productivity of $4.0 million, or 2.0%, and favorable foreign currency translation of $9.8 million, or 5.0%, partially offset by increased material, labor and other manufacturing costs of $13.0 million, or 6.6%.

Selling, general and administrative expense decreased by $1.9 million, or 3.3%, to $55.7 million, primarily related to the sale of Crane Supply of $5.0 million, or 8.7%, and favorable foreign currency translation of $3.3 million, or 5.7%, offset by increased administrative and selling costs of $7.1 million, or 12.3%.

Operating profit decreased by $3.0 million, or 6.8%, to $41.3 million in 2022. The decrease primarily reflected $11.3 million, or 25.5%, impact from the sale of Crane Supply, and unfavorable foreign currency translation of $2.4 million, or 5.4%, partially offset by higher pricing net of inflation, and productivity gains of $11.7 million, or 26.4%.

100

Payment & Merchandising Technologies

	For the three months ended September 30,						2022 vs 2021 Favorable / (Unfavorable) Change
(in millions, except %)	2022			2021			$			%
Net sales by product line:
Payment Acceptance and Dispensing Products	$	220.8		$	206.0		$	14.8			7.2	%
Banknotes and Security Products		114.3			159.8			(45.5	)		(28.5	)%
Total net sales	$	335.1		$	365.8		$	(30.7	)		(8.4	)%
Cost of sales	$	174.9		$	208.4		$	(33.5	)		(16.1	)%
as a percentage of sales		52.2	%		57.0	%
Selling, general and administrative	$	73.5		$	73.7		$	(0.2	)		(0.3	)%
as a percentage of sales		21.9	%		20.1	%
Operating profit	$	86.7		$	83.7		$	3.0			3.6	%
Operating margin		25.9	%		22.9	%
Supplemental Data:
Backlog	$	499.8		$	387.9		$	111.9			28.8	%

Sales decreased $30.7 million, or 8.4%, to $335.1 million in 2022, driven by unfavorable foreign currency translation of $20.5 million, or 5.6%, and lower core sales of $10.2 million, or 2.8%. The lower core sales reflected lower volumes, largely offset by higher pricing.

• Sales of Payment Acceptance and Dispensing Products increased $14.8 million, or 7.2%, to $220.8 million in 2022. The increase reflected higher core sales of $25.9 million, or 12.6%, partially offset by unfavorable foreign currency translation of $11.1 million, or 5.4%, primarily due to the British pound and Japanese yen weakening against the U.S. dollar. The core sales increase primarily reflected higher sales to Gaming customers and strong pricing across all end markets.

• Sales of Banknotes and Security Products decreased $45.5 million, or 28.5%, to $114.3 million in 2022. The decrease primarily related to lower core sales of $36.1 million, or 22.6%, and unfavorable foreign currency translation of $9.4 million, or 5.9%, as the euro weakened against the U.S. dollar. The core sales decrease reflected a year-over-year comparison against record sales in the third quarter of 2021.

Cost of sales decreased by $33.5 million, or 16.1%, to $174.9 million, primarily reflecting lower volumes of $26.4 million, or 12.7%, favorable foreign currency translation of $12.0 million, or 5.8%, and strong productivity of $6.5 million, or 3.1%, partially offset by an increase in material, labor and other manufacturing costs of $14.2 million, or 6.8%.

Operating profit increased by $3.0 million, or 3.6%, to $86.7 million in 2022. The increase primarily reflected higher pricing net of inflation and productivity gains of $29.3 million, or 35.0%, and favorable mix of $2.8 million, or 3.3%, partially offset by lower volumes of $23.0 million, or 27.5%, and unfavorable foreign currency translation of $5.1 million, or 6.1%.

101

Engineered Materials

	For the three months ended September 30,						2022 vs 2021 Favorable / (Unfavorable) Change
(in millions, except %)	2022			2021			$			%
Net sales by product line:
FRP - Recreational Vehicles	$	24.9		$	28.9		$	(4.0	)		(13.8	)%
FRP - Building Products		29.0			23.7			5.3			22.4	%
FRP - Transportation		8.9			7.7			1.2			15.6	%
Total net sales	$	62.8		$	60.3		$	2.5			4.1	%
Cost of sales	$	51.2		$	47.2		$	4.0			8.5	%
as a percentage of sales		81.5	%		78.3	%
Selling, general and administrative	$	4.9		$	6.5		$	(1.6	)		(24.6	)%
as a percentage of sales		7.8	%		10.8	%
Operating profit	$	6.7		$	6.6		$	0.1			1.5	%
Operating margin		10.7	%		10.9	%
Supplemental Data:
Backlog	$	18.5		$	18.0		$	0.5			2.8	%

Sales increased $2.5 million, or 4.1%, to $62.8 million in 2022, with higher pricing more than offsetting a decline in volume. The increase reflected higher sales to building products customers and, to a lesser extent, transportation customers, offset by lower sales to recreational vehicle manufacturers.

Cost of sales increased $4.0 million, or 8.5%, to $51.2 million in 2022, related primarily to higher raw material costs and, to a lesser extent, higher labor and other manufacturing costs of $8.8 million, or 18.6%, offset by lower volumes of $4.9 million, or 10.4%.

Selling, general and administrative expense decreased by $1.6 million, or 24.6%, to $4.9 million primarily due to lower administrative costs.

Operating profit increased by $0.1 million, or 1.5%, to $6.7 million in 2022, reflecting strong pricing offset by lower volumes and inflation.

102

Results from Operations—Nine Month Periods Ended September 30, 2022 and 2021

The following information should be read in conjunction with the condensed consolidated financial statements of Crane and the related notes. All comparisons below refer to the nine months ended September 30, 2022 versus the nine months ended September 30, 2021, unless otherwise specified.

	For the nine months ended September 30,						2022 vs 2021 Favorable / (Unfavorable) Change
(in millions, except %)	2022			2021			$			%
Net sales	$	2,550.8		$	2,582.8		$	(32.0	)		(1.2	)%
Cost of sales		1,547.4			1,593.5			(46.1	)		(2.9	)%
as a percentage of sales		60.7	%		61.7	%
Selling, general and administrative1		600.8			553.5			47.3			8.5	%
as a percentage of sales		23.6	%		21.4	%
Loss on divestiture of asbestos-related assets and liabilities		162.4			—			162.4			NM
Operating profit		240.2			435.8			(195.6	)		(44.9	)%
Operating margin		9.4	%		16.9	%
Other income (expense):
Interest income		2.3			1.1			1.2			109.1	%
Interest expense		(36.0	)		(36.0	)		—			—
Gain on sale of business		232.5			—			232.5			NM
Miscellaneous income, net		22.8			17.2			5.6			32.6	%
Total other income (expense)		221.6			(17.7	)		239.3			NM
Income before income taxes		461.8			418.1			43.7			10.5	%
Provision for income taxes		157.9			54.8			103.1			188.1	%
Net income attributable to common shareholders	$	303.9		$	363.3		$	(59.4	)		(16.4	)%

¹ 2021 includes restructuring gains of $14.3 million.

Sales decreased by $32.0 million, or 1.2%, to $2,550.8 million in 2022. Net sales related to operations outside the United States were 33.1% and 37.5% of total net sales for the nine months ended September 30, 2022 and 2021, respectively. The year-over-year change in sales included:

• an increase in core sales of $129.3 million, or 5.0%;

• unfavorable foreign currency translation of $80.1 million, or 3.1%; and

• a decrease in sales of $81.3 million, or 3.1%, related to the sale of Crane Supply.

Cost of sales decreased by $46.1 million, or 2.9%, to $1,547.4 million in 2022. The decrease is primarily related to the sale of Crane Supply of $59.4 million, or 3.7%, favorable foreign currency translation of $50.4 million, or 3.2%, lower volumes of $46.7 million, or 2.9%, and strong productivity of $43.6 million, or 2.7%, partially offset by an increase in material, labor and other manufacturing costs of $136.7 million, or 8.6%, and unfavorable mix of $23.3 million, or 1.5%.

Selling, general and administrative expense increased by $47.3 million, or 8.5%, to $600.8 million in 2022. The increase was driven primarily by increased costs of $63.7 million, or 11.5%, including transaction costs of $33.8 million, or 5.9%, supporting the Crane Supply and asbestos divestiture as well as the planned separation, partially offset by favorable foreign currency translation of $15.4 million, or 2.8%.

103

Operating profit decreased by $195.6 million, or 44.9%, to $240.2 million in 2022. The decrease in operating profit is primarily related to the loss on divestiture of asbestos-related assets and liabilities of $162.4 million, or 37.2%, lower volumes of $51.0 million, or 11.7%, higher transaction costs of $35.7 million, or 8.2%, unfavorable mix of $23.3 million, or 5.3%, and lost profit from the sale of Crane Supply of $15.1 million, or 3.5%, offset by higher pricing net of inflation and productivity gains, of $77.4 million, or 17.8%. Operating profit in 2021 included net restructuring gains of $14.3 million.

Other income increased $239.3 million to $221.6 million in 2022 reflecting the gain on the sale of the Crane Supply business of $232.5 million.

Our effective tax rate for the nine 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 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 valuation allowance and statutory U.S. tax credits and a 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 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.

Comprehensive Income

(in millions) For the nine months ended September 30,	2022			2021
Net income before allocation to noncontrolling interests	$	303.9		$	363.3
Components of other comprehensive income (loss), net of tax
Currency translation adjustment		(175.2	)		(52.1	)
Changes in pension and postretirement plan assets and benefit obligation, net of tax		9.1			15.3
Other comprehensive loss, net of tax		(166.1	)		(36.8	)
Comprehensive income before allocation to noncontrolling interests		137.8			326.5
Less: Noncontrolling interests in comprehensive income		(0.3	)		0.6
Comprehensive income attributable to common shareholders	$	138.1		$	325.9

For the nine months ended September 30, 2022, comprehensive income before allocations to noncontrolling interests was $137.8 million compared to $326.5 million in the same period of 2021. The $188.7 million decrease was primarily driven by a $123.1 million unfavorable impact of foreign currency translation adjustments primarily related to the British pound and euro, and lower net income before allocation to noncontrolling interests of $59.4 million.

104

Segment Results of Operations—Nine Month Periods Ended September 30, 2022 and 2021

Aerospace & Electronics

	For the nine months ended September 30,						2022 vs 2021 Favorable / (Unfavorable) Change
(in millions, except %)	2022			2021			$			%
Net sales by product line:
Commercial Original Equipment	$	182.9		$	170.5		$	12.4			7.3	%
Military Original Equipment		171.5			184.0			(12.5	)		(6.8	)%
Commercial Aftermarket Products		92.5			75.1			17.4			23.2	%
Military Aftermarket Products		38.9			50.6			(11.7	)		(23.1	)%
Total net sales	$	485.8		$	480.2		$	5.6			1.2	%
Cost of sales	$	305.4		$	298.2		$	7.2			2.4	%
as a percentage of sales		62.9	%		62.1	%
Selling, general and administrative	$	96.0		$	92.7		$	3.3			3.6	%
as a percentage of sales		19.8	%		19.3	%
Operating profit	$	84.4		$	89.3		$	(4.9	)		(5.5	)%
Operating margin		17.4	%		18.6	%

Sales increased $5.6 million, or 1.2%, to $485.8 million in 2022, with higher pricing more than offsetting lower volumes.

• Sales of Commercial Original Equipment increased $12.4 million, or 7.3%, to $182.9 million in 2022, reflecting strong demand from aircraft manufacturers as the industry aircraft build rates continue to recover from the COVID-19 pandemic-related slowdown, partially offset by material availability constraints.

• Sales of Military Original Equipment decreased $12.5 million, or 6.8%, to $171.5 million in 2022, primarily reflecting lower shipments due to order timing and material availability.

• Sales of Commercial Aftermarket Products increased $17.4 million, or 23.2%, to $92.5 million in 2022, reflecting strong demand from the airlines due to improving air traffic as the industry continues to recover from the COVID-19 pandemic-related slowdown, along with higher pricing.

• Sales of Military Aftermarket Products decreased $11.7 million, or 23.1%, to $38.9 million in 2022, primarily reflecting timing of government orders for certain programs.

Cost of sales increased by $7.2 million, or 2.4%, to $305.4 million in 2022, primarily reflecting $22.0 million, or 7.4%, of increased material, labor and other manufacturing costs, partially offset by $10.3 million, or 3.5%, of productivity gains and lower volumes of $5.3 million, or 1.8%.

Selling, general and administrative expense increased by $3.3 million, or 3.6%, to $96.0 million in 2022, primarily reflecting higher selling costs of $3.4 million, or 3.7%.

Operating profit decreased by $4.9 million, or 5.5%, to $84.4 million in 2022, primarily reflecting higher costs of $7.7 million, or 8.6%, lower volumes of $7.1 million, or 8.0%, partially offset by higher pricing net of inflation and increased productivity of $11.6 million, or 13.0%.

105

Process Flow Technologies

	For the nine months ended September 30,						2022 vs 2021 Favorable / (Unfavorable) Change
(in millions, except %)	2022			2021			$			%
Net sales by product line:
Process Valves and Related Products	$	555.8		$	535.4		$	20.4			3.8	%
Commercial Valves		205.8			283.3			(77.5	)		(27.4	)%
Pumps and Systems		95.8			79.2			16.6			21.0	%
Total net sales	$	857.4		$	897.9		$	(40.5	)		(4.5	)%
Cost of sales	$	541.1		$	593.2		$	(52.1	)		(8.8	)%
as a percentage of sales		63.1	%		66.1	%
Selling, general and administrative1	$	185.4		$	163.8		$	21.6			13.2	%
as a percentage of sales		21.6	%		18.2	%
Operating profit	$	130.9		$	140.9		$	(10.0	)		(7.1	)%
Operating margin		15.3	%		15.7	%

¹  2021 includes net restructuring gains of $12.7 million.

Sales decreased by $40.5 million, or 4.5%, to $857.4 million in 2022, driven by the impact of the sale of Crane Supply of $81.3 million, or 9.1%, and unfavorable foreign currency translation of $32.6 million, or 3.6%, partially offset by higher core sales of $73.0 million, or 8.1%. Core sales growth was driven primarily by pricing, with modestly higher volumes.

• Sales of Process Valves and Related Products increased by $20.4 million, or 3.8%, to $555.8 million in 2022. The increase reflected higher core sales of $41.7 million, or 7.8%, driven by higher pricing, offset by unfavorable foreign currency translation of $21.7 million, or 4.1%, as the euro weakened against the U.S. dollar. Demand remained generally strong in the Chemical, Pharmaceutical and General Industrial end markets.

• Sales of Commercial Valves decreased by $77.5 million, or 27.4%, to $205.8 million in 2022, primarily driven by the impact of the divestiture of Crane Supply of $81.3 million, or 28.7%, and unfavorable foreign currency translation of $10.7 million, or 3.8%, as the British pound weakened against the U.S. dollar, partially offset by an increase in core sales of $14.5 million, or 5.1%.

• Sales of Pumps & Systems increased by $16.6 million, or 21.0%, to $95.8 million in 2022, primarily driven by higher sales to municipal customers.

Cost of sales decreased by $52.1 million, or 8.8%, to $541.1 million, primarily related to the impact of the sale of Crane Supply of $59.4 million, or 10.0%, favorable foreign currency of $20.5 million, or 3.5%, and productivity gains of $12.8 million, or 2.2%, partially offset by a $32.4 million, or 5.5%, increase in material, labor and other manufacturing costs and unfavorable mix of $8.0 million, or 1.4%.

Selling, general and administrative expense increased by $21.6 million, or 13.2%, to $185.4 million primarily reflecting higher administrative and selling costs of $25.3 million, or 15.4%, including transaction related expenses of $4.2 million and the absence of a prior year net restructuring gain of $12.7 million, or 7.7 %, partially offset by favorable currency translation of $7.5 million, or 4.6%, and the sale of Crane Supply of $6.8 million, or 4.2%.

Operating profit decreased by $10.0 million, or 7.1%, to $130.9 million in 2022, primarily reflecting the impact of the sale of Crane Supply of $15.1 million, or 10.7%, and the absence of the prior year restructuring gain of $12.7 million, or 9.0%, partially offset by productivity gains of $15.1 million, or 10.7%.

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Payment & Merchandising Technologies

	For the nine months ended September 30,						2022 vs 2021 Favorable / (Unfavorable) Change
(in millions, except %)	2022			2021			$			%
Net sales by product line:
Payment Acceptance and Dispensing Products	$	643.2		$	588.3		$	54.9			9.3	%
Banknotes and Security Products		358.5			443.1			(84.6	)		(19.1	)%
Total net sales	$	1,001.7		$	1,031.4		$	(29.7	)		(2.9	)%
Cost of sales	$	536.8		$	563.7		$	(26.9	)		(4.8	)%
as a percentage of sales		53.6	%		54.7	%
Selling, general and administrative	$	213.3		$	220.3		$	(7.0	)		(3.2	)%
as a percentage of sales		21.3	%		21.4	%
Operating profit	$	251.6		$	247.4		$	4.2			1.7	%
Operating margin		25.1	%		24.0	%

Sales decreased $29.7 million, or 2.9%, to $1,001.7 million in 2022, driven by unfavorable foreign currency translation of $46.3 million, or 4.5%, offset by higher core sales of $16.6 million, or 1.6%. The higher core sales were driven by higher pricing, partially offset by lower volumes.

• Sales of Payment Acceptance and Dispensing Products increased $54.9 million, or 9.3%, to $643.2 million in 2022. The increase reflected higher core sales of $77.7 million, or 13.2%, offset by unfavorable foreign currency translation of $22.8 million, or 3.9%, primarily reflecting the weakening of the British pound and Japanese yen against the U.S. dollar. The core sales growth primarily reflected higher sales to Gaming customers and strong pricing across all end markets.

• Sales of Banknotes and Security Products decreased $84.6 million, or 19.1%, to $358.5 million in 2022. The decrease reflected lower core sales of $61.1 million, or 13.8%, and unfavorable foreign currency translation of $23.5 million, or 5.3%, as the euro weakened against the U.S. dollar. The core sales decline primarily reflected lower volumes following a record year in 2021.

Cost of sales decreased by $26.9 million, or 4.8%, to $536.8 million, primarily related to lower volumes of $40.8 million, or 7.2%, favorable foreign currency translation of $29.5 million, or 5.2%, and productivity gains of $19.3 million, or 3.4%, partially offset by an increase in material, labor and other manufacturing costs of $50.6 million, or 9.0%, and unfavorable mix of $12.1 million, or 2.1%.

Selling, general and administrative expense decreased by $7.0 million, or 3.2%, to $213.3 million, primarily reflecting favorable foreign currency translation of $7.6 million, or 3.4%.

Operating profit increased by $4.2 million, or 1.7%, to $251.6 million in 2022. The increase primarily reflected higher pricing net of inflation, and productivity, of $66.7 million, or 27.0%, partially offset by lower volumes of $39.6 million, or 16.0%, unfavorable mix of $12.1 million, or 4.9%, and unfavorable foreign currency translation of $9.2 million, or 3.7%.

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Engineered Materials

	For the nine months ended September 30,						2022 vs 2021 Favorable / (Unfavorable) Change
(in millions, except %)	2022			2021			$			%
Net sales by product line:
FRP - Recreational Vehicles	$	92.8		$	78.1		$	14.7			18.8	%
FRP - Building Products		88.2			72.0			16.2			22.5	%
FRP - Transportation		24.9			23.2			1.7			7.3	%
Total net sales	$	205.9		$	173.3		$	32.6			18.8	%
Cost of sales	$	164.5		$	137.0		$	27.5			20.1	%
as a percentage of sales		79.9	%		79.1	%
Selling, general and administrative	$	14.5		$	15.6		$	(1.1	)		(7.1	)%
as a percentage of sales		7.0	%		9.0	%
Operating profit	$	26.9		$	20.7		$	6.2			30.0	%
Operating margin		13.1	%		11.9	%

Sales increased by $32.6 million, or 18.8%, to $205.9 million in 2022 with higher pricing more than offsetting a decline in volume. The increase reflected higher sales to building products customers and recreational vehicle manufacturers.

Cost of sales increased by $27.5 million, or 20.1%, to $164.5 million, primarily related to higher increase in material, labor and other manufacturing costs of $33.1 million, or 24.2%, including transaction related expenses of $3.6 million, offset by lower volumes of $6.7 million, or 4.9%.

Selling, general and administrative expense decreased by $1.1 million, or 7.1%, to $14.5 million primarily reflecting lower administrative costs.

Operating profit increased by $6.2 million, or 30.0%, to $26.9 million in 2022, primarily reflecting higher pricing net of inflation, and productivity gains, of $14.2 million, or 68.6%, offset by lower volumes of $5.8 million, or 28.0%.

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Results from Operations—Years ended December 31, 2021, 2020 and 2019

	For the year ended December 31,									2021 vs 2020 Favorable / (Unfavorable) Change						2020 vs 2019 Favorable / (Unfavorable) Change
(in millions, except %)	2021			2020			2019			$			%			$			%
Net sales:
Aerospace & Electronics	$	638.3		$	650.7		$	798.8		$	(12.4	)		(1.9	)%	$	(148.1	)		(18.5	)%
Process Flow Technologies		1,196.6			1,005.8			1,117.4			190.8			19.0	%		(111.6	)		(10.0	)%
Payment & Merchandising Technologies		1,345.1			1,104.8			1,158.3			240.3			21.8	%		(53.5	)		(4.6	)%
Engineered Materials		228.0			175.6			208.6			52.4			29.8	%		(33.0	)		(15.8	)%
Total net sales	$	3,408.0		$	2,936.9		$	3,283.1		$	471.1			16.0	%	$	(346.2	)		(10.5	)%
Sales growth:
Core business										$	395.5			13.5	%	$	(565.1	)		(17.2	)%
Foreign exchange											70.6			2.4	%		7.2			0.2	%
Acquisitions/dispositions											5.0			0.2	%		211.7			6.4	%
Total sales growth										$	471.1			16.0	%	$	(346.2	)		(10.5	)%
Cost of sales (a)	$	2,120.3		$	1,930.7		$	2,104.1		$	(189.6	)		(9.8	)%	$	173.4			8.2	%
Selling, general and administrative (a)	$	775.4		$	698.1		$	698.0		$	(77.3	)		(11.1	)%	$	(0.1	)		—	%
Restructuring (gains) charges, net	$	(16.9	)	$	32.3		$	17.5		$	49.2			NM		$	(14.8	)		(84.6	)%
Acquisition-related and integration charges	$	—		$	12.9		$	5.2		$	12.9			NM		$	(7.7	)		NM
Asbestos provision, net	$	—		$	—		$	229.0		$	—			—	%	$	229.0			NM
Environmental provision, net	$	—		$	—		$	18.9		$	—			—	%	$	18.9			NM
Operating profit (loss):
Aerospace & Electronics	$	110.0		$	100.7		$	189.4		$	9.3			9.2	%	$	(88.7	)		(46.8	)%
Process Flow Technologies		182.5			97.7			131.7			84.8			86.8	%		(34.0	)		(25.8	)%
Payment & Merchandising Technologies		307.5			100.6			177.3			206.9			205.7	%		(76.7	)		(43.3	)%
Engineered Materials		26.9			22.7			26.8			4.2			18.5	%		(4.1	)		(15.3	)%
Corporate expense		(97.7	)		(58.8	)		(66.9	)		(38.9	)		(66.2	)%		8.1			12.1	%
Corporate—Asbestos provision, net		—			—			(229.0	)		—			—			229.0			NM
Corporate—Environmental provision, net		—			—			(18.9	)		—			—			18.9			NM
Total operating profit	$	529.2		$	262.9		$	210.4		$	266.3			101.3	%	$	52.5			25.0	%
Operating margin:
Aerospace & Electronics		17.2	%		15.5	%		23.7	%
Process Flow Technologies		15.2	%		9.7	%		11.8	%
Payment & Merchandising Technologies		22.9	%		9.1	%		15.3	%
Engineered Materials		11.8	%		12.9	%		12.9	%
Total operating margin		15.5	%		9.0	%		6.4	%

^(a)  Cost of sales and Selling, general and administrative include net repositioning charges of $7.3 million, $5.1 million and $11.6 million in 2021, 2020 and 2019, respectively.

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Items Affecting Comparability of Reported Results

The comparability of our results for the years ended December 31, 2021, 2020 and 2019 is affected by the following significant items:

Restructuring and Related (Gains) Charges, net

In 2021, we recorded total pre-tax restructuring and related gains of $9.6 million primarily related to a gain on the sale of real estate. In 2020, we recorded total pre-tax restructuring and related charges of $37.4 million primarily in response to the adverse economic impact of the COVID-19 pandemic and integration actions related to the Cummins-Allison acquisition. In 2019, we recorded total pre-tax restructuring and related charges of $29.1 million; $9.9 million was related to the repositioning actions initiated in December 2019 in our PFT segment, $5.9 million was related to the acquisition of Crane Currency, and $13.3 million was related to our 2017 repositioning actions.

We expect pre-tax savings subsequent to completing all actions for all programs to approximate $165 million. Please refer to the individual segment discussion and analysis that follows, as well as Note 15, “Restructuring” in the notes to the audited consolidated financial statements of Crane for further discussion.

Transaction Related Expenses

During 2021, we recorded pre-tax transaction related expenses of $8.2 million related to the divestiture of Engineered Materials and other professional fees. Please refer to Note 17, “Subsequent Events,” in the notes to the audited consolidated financial statements of Crane for further information regarding the termination of the divestiture of Engineered Materials.

Acquisition-Related and Integration Charges

During 2020 and 2019, we recorded pre-tax acquisition-related and integration charges of $12.9 million and $5.2 million, respectively. Please refer to Note 2, “Acquisitions” in the notes to the audited consolidated financial statements of Crane for further discussion.

Asbestos Provision, net

In 2019, we recorded a pre-tax provision, net of insurance recoveries of $229.0 million associated with updating our estimated asbestos liability through the generally accepted end point in 2059. Please refer to Note 12, “Commitments and Contingencies” in the notes to the audited consolidated financial statements of Crane for further discussion.

Environmental Provision, net

In 2019, we recorded a pre-tax provision, net of reimbursements of $18.9 million to extend accrued costs through 2027 at the former manufacturing site in Goodyear, Arizona (the “Goodyear Site”). Please refer to Note 12, “Commitments and Contingencies” in the notes to the audited consolidated financial statements of Crane for further discussion.

Overall

2021 compared to 2020

Sales increased by $471.1 million, or 16.0%, to $3,408.0 million in 2021. The year-over-year higher sales included:

• an increase in core sales of $395.5 million, or 13.5%, largely driven by end markets that continue to recover from the 2020 impact of the COVID-19 pandemic;

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• favorable foreign currency translation of $70.6 million, or 2.4%; and

• an increase in sales related to acquisitions of $5.0 million, or 0.2%.

Cost of sales increased by $189.6 million, or 9.8%, to $2,120.3 million in 2021, primarily related to $175.2 million, or 9.1%, to support the higher sales volumes, and an increase in material, labor and other manufacturing costs of $94.2 million, or 4.9%. Cost of sales also increased $46.8 million, or 2.4%, related to unfavorable foreign currency translation. These increases were offset by higher productivity of $68.9 million, or 3.6%, and favorable mix of $53.5 million, or 2.8%.

Selling, general and administrative expense increased $77.3 million, or 11.1%, to $775.4 million in 2021, primarily related to a proportionate increase to the higher sales in the period, including higher compensation costs of $57.6 million, or 8.3%, which was primarily related to higher incentive compensation, driven by above-budget performance. The remaining increase primarily relates to unfavorable foreign currency translation of $12.9 million, or 1.8%.

We continue to experience above normal inflation consistent with the industries in which we participate, and we expect to continue to realize higher pricing to more than offset the impact of higher inflation.

Operating profit increased by $266.3 million, or 101.3%, to $529.2 million in 2021. The increase in operating profit reflected higher operating profit in each of our segments, partially offset by higher corporate costs. Operating profit in 2021 included net restructuring and related gains of $9.6 million and transaction related expenses of $8.2 million. Operating profit in 2020 included restructuring and related charges of $37.4 million and acquisition-related and integration charges of $12.9 million.

2020 compared to 2019

Sales decreased by $346.2 million, or 10.5%, to $2,936.9 million in 2020. The year-over-year lower sales included:

• a decrease in core sales of $565.1 million, or 17.2%, reflecting the broad-based impact of the COVID-19 pandemic, partially offset by;

• an increase in sales related to acquisitions of $211.7 million, or 6.4%; and

• favorable foreign currency translation of $7.2 million, or 0.2%.

Cost of sales decreased by $173.4 million, or 8.2%, to $1,930.7 million in 2020 primarily reflecting a $282.8 million, or 13.4%, decrease in costs proportionate to the lower sales volumes, and increased productivity of $78.7 million, or 3.7%, partially offset by the impact of acquisitions of $130.1 million, or 6.2%, and unfavorable mix of $36.2 million, or 1.7%.

Operating profit increased by $52.5 million, or 25.0%, to $262.9 million in 2020. The increase in operating profit reflected the absence of the $229.0 million asbestos provision and the $18.9 million environmental provision, together with lower corporate costs. These year-over-year benefits were largely offset by lower operating profit in each of our segments. Operating profit in 2020 included restructuring and related charges of $37.4 million and acquisition-related and integration charges of $12.9 million. Operating profit in 2019 included restructuring and related charges of $29.1 million and acquisition-related and integration charges of $5.2 million.

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Comprehensive income

(in millions) For the year ended December 31,	2021			2020			2019
Net income before allocation to noncontrolling interests	$	435.4		$	181.1		$	133.6
Other comprehensive income (loss), net of tax
Currency translation adjustment		(69.2	)		70.4			11.5
Changes in pension and postretirement plan assets and benefit obligation, net of tax		96.0			(53.6	)		(47.7	)
Other comprehensive income (loss), net of tax		26.8			16.8			(36.2	)
Comprehensive income before allocation to noncontrolling interests		462.2			197.9			97.4
Less: Noncontrolling interests in comprehensive income (loss)		0.6			(0.5	)		(0.1	)
Comprehensive income attributable to common shareholders	$	461.6		$	198.4		$	97.5

For the year ended December 31, 2021, comprehensive income before allocation to noncontrolling interests was $462.2 million compared to $197.9 million in 2020. The $264.3 million increase was primarily driven by $254.3 million of higher net income before allocation to noncontrolling interests and a $149.6 million increase primarily related to changes in pension discount rates, coupled with improved asset performance, partially offset by a $139.6 million unfavorable impact of foreign currency translation adjustments, primarily related to the British pound, Canadian dollar and euro.

For the year ended December 31, 2020, comprehensive income before allocation to noncontrolling interests was $197.9 million compared to $97.4 million in 2019. The $100.5 million increase was primarily driven by a $58.9 million favorable impact of foreign currency translation adjustments year-over-year including fluctuations in the British pound, Canadian dollar, euro and Japanese yen; and $47.5 million of higher net income before allocation to noncontrolling interests. These increases were partially offset by a $5.9 million decrease due to changes in pension and postretirement plan assets and benefit obligations.

Aerospace & Electronics

(in millions, except %) For the year ended December 31,	2021			2020			2019
Net sales by product line:
Commercial Original Equipment	$	229.4		$	226.4		$	357.2
Military Original Equipment		239.7			258.7			217.2
Commercial Aftermarket		104.5			93.0			161.4
Military Aftermarket		64.7			72.6			63.0
Total net sales	$	638.3		$	650.7		$	798.8
Cost of sales	$	399.6		$	428.2		$	485.6
Selling, general and administrative (a)	$	128.7		$	121.8		$	123.8
Operating profit	$	110.0		$	100.7		$	189.4
Assets	$	604.7		$	593.9		$	638.1
Backlog	$	459.8		$	491.2		$	567.4
Operating margin		17.2	%		15.5	%		23.7	%

^(a)  Selling, general and administrative expense includes net restructuring charges of $6.5 million in 2020.

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2021 compared to 2020

A&E sales decreased $12.4 million, or 1.9%, to $638.3 million in 2021 compared to 2020. The commercial market and military market accounted for 52% and 48%, respectively, of total segment sales in 2021. Sales to OEM and aftermarket customers in 2021 were 73% and 27% of total sales, respectively.

• Sales of Commercial Original Equipment increased by $3.0 million, or 1.3%, to $229.4 million in 2021 compared to 2020.

• Sales of Military Original Equipment decreased by $19.0 million, or 7.3%, to $239.7 million in 2021 compared to 2020, primarily reflecting challenging comparisons to particularly strong sales growth during the prior three years.

• Sales of Commercial Aftermarket increased by $11.5 million, or 12.4%, to $104.5 million in 2021 compared to 2020, primarily reflecting higher demand driven by a rebound in commercial air traffic following the 2020 impact of the COVID-19 pandemic.

• Sales of Military Aftermarket decreased by $7.9 million, or 10.9%, to $64.7 million in 2021 compared to 2020, primarily reflecting particularly strong sales in the prior year.

Cost of sales decreased $28.6 million, or 6.7%, to $399.6 million in 2021 compared to 2020, primarily related to increased productivity of $14.0 million, or 3.3%, and improved mix of $12.2 million, or 2.8%.

Selling, general and administrative expense increased $6.9 million, or 5.7%, to $128.7 million in 2021 compared to 2020, primarily related to higher compensation costs of $10.7 million, or 8.8%, offset by restructuring charges $6.5 million, or 5.3%, in 2020, which did not repeat in 2021.

Operating profit increased by $9.3 million, or 9.2%, to $110.0 million in 2021 compared to 2020, primarily as a result of savings from 2020 repositioning actions of $19.0 million, or 18.9%, and productivity benefits of $16.5 million, or 16.4%, largely offset by the impact of lower sales volumes of $21.3 million, or 21.2%.

2020 compared to 2019

A&E sales decreased $148.1 million, or 18.5%, to $650.7 million in 2020 compared to 2019. The commercial market and military market accounted for 49% and 51%, respectively, of total segment sales in 2020. Sales to OEM and aftermarket customers in 2020 were 75% and 25% of total sales, respectively.

• Sales of Commercial Original Equipment decreased by $130.8 million, or 36.6%, to $226.4 million in 2020 compared to 2019, primarily reflecting lower aircraft build rates as a result of the COVID-19 pandemic, and to a lesser extent, the impact of Boeing’s 737 MAX production pause.

• Sales of Military Original Equipment increased by $41.5 million, or 19.1%, to $258.7 million in 2020 compared to 2019, primarily reflecting broad-based military demand strength across solutions.

• Sales of Commercial Aftermarket decreased by $68.4 million, or 42.4%, to $93.0 million in 2020 compared to 2019, primarily reflecting lower sales of commercial spares, and to a lesser extent, lower repair and overhaul sales, as airlines reduced flight schedules in response to the COVID-19 pandemic.

• Sales of Military Aftermarket increased by $9.6 million, or 15.2%, to $72.6 million in 2020 compared to 2019, primarily reflecting broad-based military demand strength across solutions.

Cost of sales decreased $57.4 million, or 11.8%, to $428.2 million in 2020 compared to 2019, primarily related to a $56.7 million, or 11.7%, decrease in costs proportionate to the lower sales volumes.

Operating profit decreased by $88.7 million, or 46.8%, to $100.7 million in 2020 compared to 2019, primarily reflecting the impact from lower sales volumes of $98.3 million, or 51.9%, increased material, labor and other

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costs of $16.6 million, or 8.8%, and unfavorable mix of $12.5 million, or 6.6%, partially offset by repositioning savings of $18.9 million, or 10%, productivity benefits of $16.3 million, or 8.6%, COVID-19 pandemic and cost reduction actions of $5.5 million, or 2.9%.

Process Flow Technologies

(in millions, except %) For the year ended December 31,	2021			2020			2019
Net sales by product line:
Process Valves and Related Products	$	717.1		$	631.6		$	685.1
Commercial Valves		374.2			286.3			332.1
Pumps and Systems		105.3			87.9			100.2
Total net sales	$	1,196.6		$	1,005.8		$	1,117.4
Cost of sales	$	791.5		$	689.5		$	747.0
Selling, general and administrative (a)	$	222.6		$	218.6		$	238.7
Operating profit	$	182.5		$	97.7		$	131.7
Assets	$	1,240.4		$	1,106.1		$	941.6
Backlog	$	357.9		$	313.4		$	267.0
Operating margin		15.2	%		9.7	%		11.8	%

^(a)  Selling, general and administrative expense includes net restructuring gains of $13.2 million in 2021, and net restructuring charges of $6.1 million and $10.5 million in 2020 and 2019, respectively.

2021 compared to 2020

Process Flow Technologies sales increased by $190.8 million, or 19.0%, to $1,196.6 million in 2021 compared to 2020, driven by higher core sales of $145.2 million, or 14.4%, favorable foreign currency translation of $40.6 million, or 4.0% and a benefit from the January 2020 acquisition of Instrumentation & Sampling (“I&S”) of $5.0 million, or 0.5%.

• Sales of Process Valves and Related Products increased by $85.5 million, or 13.5%, to $717.1 million in 2021 compared to 2020. The increase reflected higher core sales of $66.2 million, or 10.5%, favorable foreign currency translation of $14.3 million, or 2.3%, primarily reflecting the strengthening of the euro against the U.S. dollar, and a benefit from the acquisition of I&S of $5.0 million, or 0.8%. The higher core sales primarily reflected broad based strengthening across chemical, pharmaceutical, and general industrial end markets that continue to recover from the 2020 impact of the COVID-19 pandemic.

• Sales of Commercial Valves increased by $87.9 million, or 30.7%, to $374.2 million in 2021 compared to 2020, primarily driven by a core sales increase of $62.3 million, or 21.8%, and favorable foreign currency translation of $25.6 million, or 8.9%, as the Canadian dollar and British pound strengthened against the U.S. dollar. The higher core sales reflected higher demand in Canadian non-residential construction markets, and to a lesser extent, higher demand in UK non-residential construction markets.

• Sales of Pumps and Systems increased by $17.4 million, or 19.8%, to $105.3 million in 2021 compared to 2020, primarily reflecting higher demand from municipal and non-residential construction end markets.

Cost of sales increased $102.0 million, or 14.8%, to $791.5 million in 2021 compared to 2020, primarily related to higher volumes of $62.7 million, or 9.1%, increased material, labor and other manufacturing costs of $29.4 million, or 4.3%, and unfavorable foreign currency translation of $27.5 million, or 4.0%, partially offset by increased productivity of $21.9 million, or 3.2%.

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Selling, general and administrative expense increased $4.0 million, or 1.8%, to $222.6 million in 2021 compared to 2020, primarily related to higher compensation costs of $17.5 million, or 8.0%, partially offset by a restructuring gain in 2021 of $13.2 million.

Operating profit increased by $84.8 million, or 86.8%, to $182.5 million in 2021 compared to 2020. The increase primarily reflected the impact of higher sales volumes of $45.2 million, or 46.3%, productivity benefits of $24.7 million, or 25.3%, lower restructuring costs of $16.4 million, or 16.8%, which included a gain on the sale of real estate related to prior repositioning actions, and the absence of acquisition-related and integration charges of $6.3 million, or 6.4%, partially offset by $7.8 million, or 8.0%, of other items, net.

2020 compared to 2019

Process Flow Technologies sales decreased by $111.6 million, or 10.0%, to $1,005.8 million in 2020 compared to 2019, driven by lower core sales of $165.6 million, or 14.8%, partially offset by a benefit from the acquisition of I&S of $53.2 million, or 4.8%, and favorable foreign currency translation of $0.8 million, or 0.1%.

• Sales of Process Valves and Related Products decreased by $53.5 million, or 7.8%, to $631.6 million in 2020 compared to 2019. The decrease reflected lower core sales of $108.5 million, or 15.8%, partially offset by a benefit from the acquisition of I&S of $53.2 million, or 7.8%, and favorable foreign currency translation of $1.8 million, or 0.3%, as the euro strengthened against the U.S. dollar. The core sales decline reflected a broad-based decline in demand related largely to impacts from the COVID-19 pandemic.

• Sales of Commercial Valves decreased by $45.8 million, or 13.8%, to $286.3 million in 2020 compared to 2019, primarily driven by a core sales decline of $44.9 million, or 13.5%, and unfavorable foreign currency translation of $0.9 million, or 0.3%, as the Canadian dollar weakened against the U.S. dollar. The core sales decline reflected a broad-based decline in demand related to the COVID-19 pandemic across all geographies.

• Sales of Pumps and Systems decreased by $12.3 million, or 12.3%, to $87.9 million in 2020 compared to 2019. The decrease primarily reflected lower sales to military, industrial, and non-residential construction markets, partially offset by a slight increase in municipal sales.

Cost of sales decreased $57.5 million, or 7.7%, to $689.5 million in 2020 compared to 2019, primarily related to a $95.3 million, or 12.8%, decrease in costs proportionate to the lower sales volumes, and a $22.1 million, or 3.0%, increase in productivity, partially offset by a $47.0 million, or 6.3%, increase in costs related to the acquisition of I&S, and $10.4 million, or 1.4%, of unfavorable mix.

Selling, general and administrative expense decreased $20.1 million, or 8.4%, to $218.6 million in 2020 compared to 2019, primarily related to a $14.9 million, or 6.2%, reduction in costs reflecting the impact of the COVID-19 pandemic, lower restructuring costs of $9.3 million, or 3.9%, and repositioning savings of $7.9 million, or 3.3%, partially offset by a $10.2 million, or 4.3%, increase in costs related to the acquisition of I&S.

Operating profit decreased by $34.0 million, or 25.8%, to $97.7 million in 2020 compared to 2019. The decrease primarily reflected the impact from lower sales volumes of $89.4 million, or 67.9%, partially offset by productivity benefits of $24.2 million, or 18.4%, COVID-19 pandemic cost reduction actions of $14.9 million, or 11.3%, and repositioning savings of $14.0 million, or 10.6%.

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Payment & Merchandising Technologies

(in millions, except %) For the year ended December 31,	2021			2020			2019
Net sales by product line:
Payment Acceptance and Dispensing Products	$	805.7		$	670.8		$	805.5
Banknotes and Security Products		539.4			434.0			352.8
Total net sales	$	1,345.1		$	1,104.8		$	1,158.3
Cost of sales	$	746.2		$	682.8		$	708.9
Selling, general and administrative (a)	$	291.4		$	321.4		$	272.1
Operating profit	$	307.5		$	100.6		$	177.3
Assets	$	2,096.5		$	2,215.3		$	2,303.4
Backlog	$	438.0		$	347.6		$	311.4
Operating margin		22.9	%		9.1	%		15.3	%

^(a)  Selling, general and administrative expense includes net restructuring gains of $3.7 million in 2021, and net restructuring charges of $19.1 million and $7.4 million in 2020 and 2019, respectively.

2021 compared to 2020

Payment & Merchandising Technologies sales increased $240.3 million, or 21.8%, to $1,345.1 million in 2021 compared to 2020, reflecting higher core sales of $210.6 million, or 19.1%, and favorable foreign currency translation of $29.7 million, or 2.7%.

• Sales of Payment Acceptance and Dispensing Products increased $134.9 million, or 20.1%, to $805.7 million in 2021 compared to 2020. The increase reflected higher core sales of $123.3 million, or 18.4%, and favorable foreign currency translation of $11.6 million, or 1.7%, primarily reflecting the strengthening of the British pound against the U.S. dollar. The core sales increase primarily reflected higher sales to gaming, retail, vending and transportation customers as end markets continued to recover from the 2020 impact of the COVID-19 pandemic.

• Sales of Banknotes and Security Products increased $105.4 million, or 24.3%, to $539.4 million in 2021 compared to 2020. The increase reflected higher core sales of $87.3 million, or 20.1%, and favorable foreign currency translation of $18.1 million, or 4.2%, as the euro strengthened against the U.S. dollar. The core sales increase reflected substantially higher sales of banknotes, globally.

Cost of sales increased $63.4 million, or 9.3%, to $746.2 million in 2021 compared to 2020, primarily reflecting a $91.3 million, or 13.4%, increase in costs proportionate to the higher sales volumes, increased material, labor and other manufacturing costs of $29.2 million, or 4.3%, and unfavorable foreign currency translation of $19.3 million, or 2.8%; partially offset by favorable mix of $41.9 million, or 6.1%, and increased productivity of $31.5 million, or 4.6%.

Selling, general and administrative expense decreased $30.0 million, or 9.3%, to $291.4 million in 2021 compared to 2020, primarily related to a $19.1 million restructuring charge in 2020 which did not repeat in 2021 and a $3.7 million restructuring gain in 2021.

Operating profit increased by $206.9 million, or 205.7%, to $307.5 million in 2021 compared to 2020. The increase primarily reflected the impact of higher sales volumes of $100.7 million, or 100.1%, favorable mix of $41.9 million, or 41.7%, productivity benefits of $34.7 million, or 34.5%, lower restructuring and related costs of $23.5 million, or 23.4%, and acquisition-related and integration charges of $6.5 million, or 6.5%, which did not repeat in the current year, partially offset by $0.4 million of other items, net.

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2020 compared to 2019

Payment & Merchandising Technologies sales decreased $53.5 million, or 4.6%, to $1,104.8 million in 2020 compared to 2019, reflecting lower core sales of $218.3 million, or 18.9%, partially offset by a benefit from the acquisition of Cummins-Allison of $158.6 million, or 13.7%, and favorable foreign currency translation of $6.2 million, or 0.5%.

• Sales of Payment Acceptance and Dispensing Products decreased $134.7 million, or 16.7%, to $670.8 million in 2020 compared to 2019. The decrease reflected lower core sales of $295.1 million, or 36.6%, partially offset by a benefit from the acquisition of Cummins-Allison of $158.6 million, or 19.7%, and favorable foreign currency translation of $1.8 million, or 0.2%, as the Japanese yen strengthened against the U.S. dollar. The core sales decrease reflected lower sales to all vertical markets driven primarily by COVID-19 related demand impacts.

• Sales of Banknotes and Security Products increased $81.2 million, or 23.0%, to $434.0 million in 2020 compared to 2019. The increase reflected higher core sales of $76.8 million, or 21.8%, and favorable foreign currency translation of $4.4 million, or 1.3%, as the euro strengthened against the U.S. dollar. The core sales increase reflected higher sales to both international customers and the U.S. Government.

Cost of sales decreased $26.1 million, or 3.7%, to $682.8 million in 2020 compared to 2019, primarily related to a $109.7 million, or 15.5%, decrease in costs proportionate to the lower sales volumes, partially offset by a $83.2 million, or 11.7%, increase in costs related to the acquisition of Cummins-Allison.

Selling, general and administrative expense increased $49.3 million, or 18.1%, to $321.4 million in 2020 compared to 2019, primarily related to a $72.2 million, or 26.5%, increase in costs related to the acquisition of Cummins-Allison, partially offset by an $18.3 million, or 6.7%, reduction in costs reflecting the impact of the COVID-19 pandemic.

Operating profit decreased by $76.7 million, or 43.3%, to $100.6 million in 2020 compared to 2019. The decrease was driven primarily by the impact from lower sales volumes of $104.2 million, or 58.8%, and unfavorable mix of $11.6 million, or 6.5%, partially offset by productivity benefits of $44.7 million, or 25.2%.

Engineered Materials

(in millions, except %) For the year ended December 31,	2021			2020			2019
Net sales by product line:
FRP—Recreational Vehicles	$	102.5		$	68.9		$	84.5
FRP—Building Products		94.9			83.1			91.9
FRP—Transportation		30.6			23.6			32.2
Total net sales	$	228.0		$	175.6		$	208.6
Cost of sales	$	181.3		$	134.5		$	162.3
Selling, general and administrative	$	19.8		$	18.4		$	19.5
Operating profit	$	26.9		$	22.7		$	26.8
Assets	$	220.5		$	217.3		$	219.6
Backlog	$	20.1		$	12.8		$	9.4
Operating margin		11.8	%		12.9	%		12.9	%

2021 compared to 2020

Engineered Materials sales increased $52.4 million, or 29.8%, to $228.0 million in 2021 compared to 2020, primarily due to higher core sales to recreational vehicle manufacturers, and to a lesser extent, to building product and transportation customers. Core sales increases included end markets recovering from the 2020 impact of the COVID-19 pandemic as well as higher pricing to offset higher raw material costs.

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Cost of sales increased $46.8 million, or 34.8%, to $181.3 million in 2021 compared to 2020, primarily related to increased material, labor and other manufacturing costs of $32.4 million, or 24.1%, and $16.2 million, or 12.0%, of increased costs proportionate to the higher sales volumes.

Operating profit increased by $4.2 million, or 18.5%, to $26.9 million in 2021 compared to 2020. The increase primarily reflected the impact of higher sales volumes of $9.5 million, or 41.9%, offset by increased material, labor and other costs of $7.4 million, or 32.6%.

2020 compared to 2019

Engineered Materials sales decreased by $33.0 million, or 15.8%, to $175.6 million in 2020 compared to 2019.

• Sales of FRP panels to RV manufacturers decreased by $15.6 million, or 18.5%, to $68.9 million in 2020, reflecting lower RV industry production rates.

• Sales of FRP to building products customers decreased $8.8 million, or 9.6%, to $83.1 million in 2020, reflecting lower demand from customers, particularly restaurants, due to the impact of the COVID-19 pandemic.

• Sales of FRP to transportation customers decreased $8.6 million, or 26.7%, to $23.6 million in 2020, primarily reflecting lower trailer industry production rates.

Cost of sales decreased $27.8 million, or 17.1%, to $134.5 million in 2020 compared to 2019, primarily related to a $21.1 million, or 13.0%, decrease in costs proportionate to the lower sales volumes, a decrease in material, labor and other costs of $4.6 million, or 2.8%, and increased productivity of $2.7 million, or 1.7%.

Operating profit decreased by $4.1 million, or 15.3%, to $22.7 million in 2020 compared to 2019, primarily reflecting the impact from the lower sales volumes of $10.3 million, or 38.4%, partially offset by productivity benefits of $2.8 million, or 10.4%.

Corporate

(in millions) For the year ended December 31,	2021			2020			2019
Corporate expense	$	(97.7	)	$	(58.8	)	$	(66.9	)
Corporate — Asbestos provision, net		—			—			(229.0	)
Corporate — Environmental provision, net		—			—			(18.9	)
Total Corporate expense	$	(97.7	)	$	(58.8	)	$	(314.8	)
Acquisition-related and integration charges (a)	$	—		$	0.1		$	2.2

^(a)  Acquisition-related and integration charges are included in Corporate expense

Total Corporate expense increased by $38.9 million, or 66.2%, in 2021 compared to 2020 primarily related to higher compensation and benefit costs of $19.0 million, or 32.3%, and transaction related expenses of $8.2 million, or 13.9%.

Total Corporate expense was lower by $256.0 million, or 81.3%, in 2020 compared to 2019, primarily due to the absence of a pre-tax asbestos provision, net of insurance recoveries of $229.0 million, or 72.7%, and a pre-tax environmental provision, net of reimbursements of $18.9 million, or 6.0%.

Interest and Miscellaneous Income, net

(in millions) For the year ended December 31,	2021			2020			2019
Interest income	$	1.4		$	2.0		$	2.7
Interest expense	$	(46.9	)	$	(55.3	)	$	(46.8	)
Miscellaneous income, net	$	19.1		$	14.9		$	4.4

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Interest expense decreased $8.4 million, or 15.2%, in 2021 compared to 2020 resulting from the repayment of the 364-day credit facility, entered into on April 16, 2020 (the “2020 364-Day Credit Agreement”), in April 2021 and lower amounts outstanding under the commercial paper facility beginning in the second quarter of 2021. Miscellaneous income, net, increased $4.2 million, or 28.2%, primarily reflecting a gain on sale of a property.

Interest expense increased $8.5 million, or 18.2%, in 2020 primarily related to additional debt associated with the 2020 364-Day Credit Agreement. Miscellaneous income, net increased $10.5 million, or 238.6%, primarily reflecting a higher net periodic pension benefit resulting from non-service pension cost adjustments related to a decrease in interest costs.

Income Tax

(in millions, except %) For the year ended December 31,	2021			2020			2019
Income before tax — U.S.	$	342.1		$	124.9		$	64.0
Income before tax — non-U.S.		160.7			99.6			106.7
Income before tax — worldwide	$	502.8		$	224.5		$	170.7
Provision for income taxes	$	67.4		$	43.4		$	37.1
Effective tax rate		13.4	%		19.3	%		21.7	%

Our effective tax rate is affected by a number of items, both recurring and discrete, including the amount of income we earn in different jurisdictions and their respective statutory tax rates, acquisitions and dispositions, changes in the valuation of our deferred tax assets and liabilities, changes in tax laws, regulations and accounting principles, the continued availability of statutory tax credits and deductions, and examinations initiated by tax authorities around the world. See “Application of Critical Accounting Estimates” in this section of the information statement for additional information about our provision for income taxes. A reconciliation of the statutory U.S. federal tax rate to our effective tax rate is set forth in Note 9, “Income Taxes” in the notes to the audited consolidated financial statements of Crane.

Liquidity and Capital Resources

(in millions) For the year ended December 31,	2021			2020			2019
Net cash (used for) provided by:
Operating activities	$	498.5		$	309.5		$	393.9
Investing activities		(0.3	)		(229.1	)		(221.0	)
Financing activities		(557.9	)		55.1			(124.6	)
Effect of exchange rates on cash and cash equivalents		(12.7	)		21.6			2.2
(Decrease) increase in cash and cash equivalents	$	(72.4	)	$	157.1		$	50.5

(in millions) For the nine months ended September 30,	2022			2021
Net cash (used for) provided by:
Operating activities	$	(378.0	)	$	327.0
Investing activities		281.4			26.6
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	)

Our operating philosophy is to deploy cash provided from operating activities, when appropriate, to provide value to shareholders by reinvesting in existing businesses, by making acquisitions that will strengthen and

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complement our portfolio, by divesting businesses that are no longer strategic or aligned with our portfolio and where such divestitures can generate capacity for strategic investments and initiatives that further optimize our portfolio, and by paying dividends and/or repurchasing shares. At any given time, and from time to time, we may be evaluating one or more of these opportunities, although we cannot assure you if or when we will consummate any such transaction.

The current cash balance of Crane Holdings, Co., together with cash it expects to generate from future operations along with Crane Holdings, Co.’s commercial paper program, borrowings available under Crane Holdings, Co.’s revolving credit facility and the proceeds of the Crane Company Term Loan are expected to be sufficient to finance its short- and long-term capital requirements, as well as to fund payments associated with its environmental liabilities and expected pension contributions. In addition, Crane Holdings, Co. believes its current investment grade credit ratings afford it adequate access to public and private debt markets. No report of any rating agency is incorporated by reference herein and neither Crane Company nor Crane Holdings, Co. can assure you whether Crane Holdings, Co.’s credit ratings will be subject to adjustment in the future.

Crane Holdings, Co.’s current cash balance, together with cash it expects to generate from future operations, the proceeds of the Crane Company Term Loan and other sources of liquidity are expected to be sufficient to finance its short- and long-term capital requirements, as well as to fund payments associated with its environmental liabilities and expected pension contributions. In addition, the Company believes that if it has investment grade credit ratings following the spin-off, those ratings would aid it with any potential access to public and private debt markets. The Company cannot assure you what its credit ratings will be following consummation of the spin-off or at any time in the future.

Crane Holdings, Co. is the borrower under a $650 million, 5-year Revolving Credit Agreement, which was entered into in July 2021 and replaced the existing $550 million revolving credit facility. The Commercial Paper Program (“CP Program”) that Crane Holdings, Co. maintains was also increased to permit the issuance of short-term, unsecured commercial paper notes in an aggregate principal amount outstanding not to exceed $650 million at any time (up from $550 million, previously). See Note 13, “Financing,” in the notes to the audited consolidated financial statements of Crane for details regarding its financing arrangements. In August 2022, Crane Holdings, Co. entered into the 364-Day Credit Agreement and borrowed the Term Loans in an aggregate principal amount of $400 million under the 364-Day Credit Agreement. The proceeds were used to partially fund the $550 million contribution related to the Redco Sale. Please see Note 10 and Note 11 to the unaudited condensed consolidated financial statements of Crane for additional details.

On April 15, 2021, we repaid the amount outstanding under the 2020 364-Day Credit Agreement which we entered into to enhance financial flexibility and maintain maximum liquidity in response to the uncertainty in the global markets resulting from the COVID-19 pandemic.

Crane Company intends to enter into a term loan (the “Crane Company Term Loan”) during the first quarter of 2023. Proceeds from the Crane Company Term Loan are expected to be used to pay a dividend to Crane Holdings, Co. No assurance can be given whether such financing will occur in the anticipated time frame on favorable terms, or at all.

As a result of the state of the capital markets, amongst other factors, the final capital structure of Crane Holdings, Co. and Crane Company may differ than as assumed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane.”

Cash Flows – Nine Months Ended September 30, 2022 and 2021

Operating Activities

Cash used for operating activities was $378.0 million in the nine months ended September 30, 2022, as compared to cash provided by activities of $327.0 million during the comparable period of 2021. The increase in cash used

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for operating activities was primarily driven by the $550.0 million payment related to the divestiture of the asbestos-related assets and liabilities, together with increased working capital investments supporting higher levels of demand across most businesses. Net asbestos-related payments for the nine months ended September 30, 2022 and 2021 were $29.3 million and $29.6 million, respectively. As a result of the Redco Sale, we no longer have any obligation with respect to pending and future asbestos-related claims.

Investing Activities

Cash flows relating to investing activities consist primarily of cash used for acquisitions and capital expenditures and cash provided by divestitures of businesses or assets. Cash provided by investing activities was $281.4 million in the nine months ended September 30, 2022, as compared to $26.6 million in the comparable period of 2021. The increase in cash provided by investing activities was primarily related to proceeds from the sale of Crane Supply of $318.1 million. Capital expenditures are made primarily for increasing capacity, replacing equipment, supporting new product development and improving information systems. We expect capital expenditures of approximately $60 million in 2022.

Financing Activities

Financing cash flows consist primarily of dividend payments to shareholders, share repurchases and repayments of indebtedness, proceeds from the issuance of long-term debt and commercial paper and proceeds from the issuance of common stock. Cash provided by financing activities was $119.3 million during the nine months ended September 30, 2022, compared to cash used for financing activities of $440.8 million in the comparable period of 2021. The increase in cash provided by financing activities was primarily driven by the $399.4 million in net borrowings from the 364-Day Credit Agreement, compared to a $348.1 million repayment of the outstanding amount under the 2020 364-Day Credit Agreement in the nine months ended September 30, 2021. This was partially offset by the $203.7 million of share repurchases in the nine months ended September 30, 2022.

Cash Flows – Years Ended December 31, 2021, 2020 and 2019

Operating Activities

Cash provided by operating activities, a key source of our liquidity, was $498.5 million in 2021, compared to $309.5 million in 2020. The increase in cash provided by operating activities was primarily driven by higher net income, partially offset by higher asbestos-related payments. Net asbestos-related payments in 2021 and 2020 were $44.9 million and $31.1 million, respectively.

Cash provided by operating activities was $309.5 million in 2020, compared to $393.9 million in 2019. The decrease in cash provided by operating activities was primarily driven by lower operating results, partially offset by lower working capital levels. Net asbestos-related payments in 2020 and 2019 were $31.1 million and $41.5 million, respectively.

Investing Activities

Cash flows relating to investing activities consist primarily of cash used for acquisitions, capital expenditures and cash provided by divestitures of businesses or assets. Cash used for investing activities was $0.3 million in 2021, compared to cash used for investing activities of $229.1 million in 2020. Cash used for investing activities in 2020 was driven by the acquisition of I&S for $169.2 million. There were no similar acquisitions in 2021. In addition, there was $30 million of net proceeds from the sale of marketable securities in 2021 compared to $30 million of cash used for the purchase of marketable securities in 2020. Capital expenditures are made primarily for increasing capacity, replacing equipment, supporting new product development and improving information systems. We expect capital expenditures of approximately $60 million in 2022.

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Cash used for investing activities was $229.1 million in 2020, compared to $221.0 million in 2019. The increase in cash used for investing activities was driven by net cash used to purchase marketable securities of $30 million and higher cash paid for acquisitions, partially offset by lower capital expenditures resulting from deferring certain capital expenditures in response to the COVID-19 pandemic. Capital expenditures are made primarily for increasing capacity, replacing equipment, supporting new product development and improving information systems.

Financing Activities

Financing cash flows consist primarily of dividend payments to shareholders, share repurchases, repayments of indebtedness, proceeds from the issuance of long-term debt and commercial paper and proceeds from the issuance of common stock. Cash used for financing activities was $557.9 million in 2021, compared to cash provided by financing activities of $55.1 million in 2020. The increase in cash used for financing activities was driven by the $348.1 million repayment of the outstanding amount under the 2020 364-Day Credit Agreement in 2021, compared to proceeds of $343.9 million received from the 2020 364-Day Credit Agreement in 2020.

Cash provided by financing activities was $55.1 million in 2020, compared to cash used for financing activities of $124.6 million in 2019. The increase in cash provided by financing activities was driven by $343.9 million of borrowings under the 2020 364-Day Credit Agreement, partially offset by $122.2 million of net repayments of commercial paper in 2020 compared to $149.4 million of net proceeds of commercial paper in 2019 and the absence of $103.4 million repayment of the amount that was due under the syndicated loan facility and the building loan facility which we assumed as part of the Crane Currency acquisition.

Financing Arrangements

Total debt was $842.4 million and $1,218.6 million as of December 31, 2021 and 2020, respectively. Our indebtedness as of December 31, 2021 was as follows:

• $299.4 million of 4.45% notes due 2023;

• $198.5 million of 6.55% notes due 2036; and

• $346.3 million of 4.20% notes due 2048.

As of December 31, 2021, our total debt to total capitalization ratio was 31.5%, computed as follows:

(in millions, except %)
Total long-term debt	$	842.4
Total shareholders’ equity		1,832.3
Capitalization	$	2,674.7
Total indebtedness to capitalization		31.5	%

See Note 13, “Financing,” in the notes to the audited consolidated financial statements of Crane for details regarding our financing arrangements.

Credit Ratings

As of December 31, 2021, Crane Holdings, Co.’s senior unsecured debt was rated BBB by S&P Global Ratings with a Stable outlook and Baa2 with a Stable outlook by Moody’s Investors Service. Crane Holdings, Co. believes that these ratings afford it adequate access to the public and private debt markets. No report of any rating agency is incorporated by reference herein and neither Crane Company nor Crane Holdings, Co. can assure you whether Crane Holdings, Co.’s credit ratings will be subject to adjustment in the future.

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In addition, the Company believes that if it has investment grade credit ratings following the spin-off, those ratings would aid it with any potential access to public and private debt markets. The Company cannot assure you what its credit ratings will be following consummation of the spin-off or at any time in the future.

Contractual Obligations

Under various agreements, we are obligated to make future cash payments in fixed amounts. These include payments under our long-term debt agreements and rent payments required under operating lease agreements. The following table summarizes our fixed cash obligations as of December 31, 2021:

	Payment due by Period
(in millions)	Total		2022		2023 -2024		2025 -2026		2027 and after
Debt (a)	$	850.0	$	—	$	300.0	$	—	$	550.0
Fixed interest payments		606.3		41.2		68.4		55.6		441.1
Operating lease payments		137.4		25.7		40.3		23.2		48.2
Purchase obligations		189.4		152.3		29.7		4.3		3.1
Pension and postretirement benefits (b)		579.1		56.2		112.4		116.8		293.7
Other long-term liabilities reflected on Consolidated Balance Sheets (c)		—		—		—		—		—
Total	$	2,362.2	$	275.4	$	550.8	$	199.9	$	1,336.1

^(a)  Debt includes scheduled principal payments.

^(b)  Pension benefits are funded by the respective pension trusts. The postretirement benefit component of the obligation is approximately $2.4 per year for which there is no trust and will be directly funded by us. Pension benefits are included through 2029.

^(c)  As the timing of future cash outflows is uncertain, the following long-term liabilities (and related balances) are excluded from the above table: Long-term asbestos liability ($549.8), long-term environmental liability ($25.8) and gross unrecognized tax benefits ($31.6) and related gross interest and penalties ($4.9). See Note 12, “Commitments and Contingencies” for more information regarding our asbestos liability.

Capital Structure

The following table sets forth our capitalization:

(in millions, except %) December 31,	2021			2020
Short-term borrowings	$	—		$	375.7
Long-term debt		842.4			842.9
Total debt		842.4			1,218.6
Less cash and cash equivalents		478.6			551.0
Net debt (a)		363.8			667.6
Equity		1,835.1			1,531.1
Net capitalization (a)	$	2,198.9		$	2,198.7
Net debt to equity (a)		19.8	%		43.6	%
Net debt to net capitalization (a)		16.5	%		30.4	%

^(a)  Net debt, a non-GAAP measure, represents total debt less cash and cash equivalents. Net debt is comprised of components disclosed above which are presented on our Consolidated Balance Sheets. Net capitalization, a non-GAAP measure, represents net debt plus Equity. We report our financial results in accordance with GAAP. However, management believes that both non-GAAP financial measures, which include the presentation of net debt and net capitalization, provide useful information to our creditors, rating agencies

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and investors about our ability to satisfy our debt obligations with currently available funds and the Company’s overall capital structure. Management also uses these non-GAAP financial measures in making financial, operating, and other planning decisions. Non-GAAP financial measures, which may be inconsistent with similarly captioned measures presented by other companies, should be viewed in the context of the definitions of the elements of such measures we provide and in addition to, and not as a substitute for, our reported results prepared and presented in accordance with U.S. GAAP.

In 2021, equity increased $304.0 million as a result of net income before allocation to noncontrolling interests of $435.4 million, changes in pension and post retirement plan assets and benefit obligations, net of tax of $96.0 million and the impact of equity-based awards and related settlement activities of $39.0 million. These increases were partially offset by cash dividends of $100.9 million, currency translation adjustment of $69.2 million and share repurchases of $96.3 million.

Application of Critical Accounting Estimates

The audited consolidated financial statements of Crane are prepared in accordance with GAAP. Our significant accounting policies are more fully described under Note 1, “Nature of Operations and Significant Accounting Policies” in the notes to audited consolidated financial statements of Crane. Certain accounting policies require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. On an ongoing basis, we evaluate our estimates and assumptions, and the effects of revisions are reflected in the financial statements in the period in which they are determined to be necessary. The accounting estimates described below are those that most frequently require us to make judgments and, therefore, are critical to understanding our results of operations. We have discussed the development and selection of these accounting estimates and the related disclosures with the Audit Committee of Crane’s Board of Directors.

Revenue Recognition

We primarily generate revenue through the manufacture and sale of engineered industrial products. Each product within a contract generally represents a separate performance obligation, as we do not provide a significant service of integrating or installing the products, the products do not customize each other, and the products can function independently of each other. Control of products generally transfers to the customer at a point in time, as the customer does not control the products as they are manufactured. We exercise judgment and consider the timing of right to payment, transfer of risk and rewards, transfer of title, transfer of physical possession, and customer acceptance when determining when control transfers to the customer. As a result, revenue from the sale of products is generally recognized at a point in time—either upon shipment or delivery—based on the specific shipping terms in the contract.

When products are customized or products are sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, revenue is recognized over time because control is transferred continuously to customers, as the contract progresses. We exercise judgment to determine whether the products have an alternative use to us. When an alternative use does not exist for these products and we are entitled to payment for performance completed to date which includes a reasonable profit margin, revenue is recognized over time. When a contract with the U.S. government or subcontract for the U.S. government contains clauses indicating that the U.S. government owns any work-in-progress as the contracted product is being built, revenue is recognized over time. The measure of progress applied by us is the cost-to-cost method as this provides the most faithful depiction of the pattern of transfer of control. Under this method, we measure progress by comparing costs incurred to date to the total estimated costs to provide the performance obligation. This method effectively reflects our progress toward completion, as this methodology includes any work-in-process amounts as part of the measure of progress. Costs incurred represent work performed, which corresponds with, and thereby depicts, the transfer of control to the customer. Total revenue recognized and cost estimates are updated monthly.

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These estimates are subject to uncertainties and require judgment. Estimates of contract costs include labor hours and rates, and material costs. These estimates consider historical performance, the complexity of the work to be performed, the estimated time to complete the project, and other economic factors such as inflation and market rates. We update our estimates on a periodic basis and any revisions to such estimates are recorded in earnings in the period in which they are determined. Provisions for estimated losses, if any, on uncompleted long-term contracts, are made in the period in which such losses are determined. We do not believe that any discrete event or adjustment to an individual contract within the aggregate changes in contract estimates for 2021, 2020 or 2019 was material to the consolidated statements of income for such annual periods.

Income Taxes

We are subject to income taxes in the U.S. and numerous international jurisdictions. As a matter of course, federal, state, and international tax authorities regularly audit us. From time to time, these audits result in proposed assessments.

The evaluation of our uncertain tax positions involves significant judgment in the interpretation and application of U.S. GAAP, domestic and international tax laws, and the allocation of taxing rights among countries. We adjust our liability for unrecognized tax benefits in the period in which we determine the issue is effectively settled with the tax authorities, the statute of limitations expires for the return containing the tax position, or when more information becomes available.

Although we believe our reserves are reasonable, and historically they have been adequate, resolution of these uncertainties in a manner inconsistent with our expectations could have a material impact on our financial condition and operating results. Deferred tax assets and liabilities reflect temporary differences between the amount of assets and liabilities for financial and tax reporting purposes as well as carryforwards of operating losses and tax credits. We adjust deferred tax balances, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary differences reverse. Changes in tax laws or accounting standards and methods may also affect our deferred taxes in future periods.

We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized.

We must make estimates of future taxable income, considering feasible tax planning strategies and considering existing facts and circumstances, to determine the proper valuation allowances. When we determine deferred tax assets could be realized in greater or lesser amounts than recorded, the asset balance and Consolidated Statements of Operations reflect the change in the period such determination is made. Due to changes in facts and circumstances and the estimates and judgments involved in determining the proper valuation allowances, differences between actual future events and prior estimates and judgments could result in adjustments to these valuation allowances, which could have a material impact on our financial condition and operating results. Historically there have been no changes in estimates which have had a material impact on results.

Goodwill and Other Intangible Assets

As of December 31, 2021, we had $1,412.5 million of goodwill and $465.9 million of net intangible assets, of which $70.6 million were intangibles with indefinite useful lives, consisting of trade names. As of December 31, 2020, we had $1,437.7 million of goodwill and $520.3 million of net intangible assets, of which $70.9 million were intangibles with indefinite useful lives, consisting of trade names. We review goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. We perform our annual impairment testing during the fourth quarter. We believe that there have been no events or circumstances which would more likely than not reduce the fair value of our reporting units below their carrying value.

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When performing our annual impairment assessment, we compare the fair value of each of our reporting units to our respective carrying value. Goodwill is potentially impaired when the net book value of the reporting unit exceeds its estimated fair value. Fair values are established primarily by discounting estimated future cash flows at an estimated cost of capital which varies for each reporting unit and which, as of our most recent annual impairment assessment, ranged between 9.5% and 11.5% (a weighted average of 10.7%), reflecting the respective inherent business risk of each of the reporting units tested. This methodology for valuing our reporting units (commonly referred to as the Income Method) has not changed since the adoption of the provisions under ASC 350. The determination of discounted cash flows is based on the businesses’ strategic plans and long-range planning forecasts, which change from year to year. The revenue growth rates included in the forecasts represent best estimates based on current and forecasted market conditions. Profit margin assumptions are projected by each reporting unit based on the current cost structure and anticipated net cost increases/reductions.

There are inherent uncertainties related to these assumptions, including changes in market conditions, and management judgment is necessary in applying them to the analysis of goodwill impairment. In addition to the foregoing, for each reporting unit, market multiples are used to corroborate discounted cash flow results where fair value is estimated based on earnings multiples determined by available public information of comparable businesses. While we believe we have made reasonable estimates and assumptions to calculate the fair value of our reporting units, it is possible a material change could occur. If actual results are not consistent with management’s estimates and assumptions, goodwill and other intangible assets may then be determined to be overstated and a charge would need to be taken against net earnings. Furthermore, to evaluate the sensitivity of the fair value calculations on the goodwill impairment test, we applied a hypothetical, reasonably possible 10% decrease to the fair values of each reporting unit. The effects of this hypothetical 10% decrease would still result in a fair value calculation exceeding our carrying value for each of our reporting units. No impairment charges have been required during 2021, 2020 or 2019.

Intangibles with indefinite useful lives are tested annually for impairment, or when events or changes in circumstances indicate the potential for impairment. If the carrying amount of an indefinite lived intangible asset exceeds its fair value, the intangible asset is written down to its fair value. Fair value is calculated using relief from royalty method. We amortize the cost of definite-lived intangibles over their estimated useful lives.

We review all our definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Examples of events or changes in circumstances could include, but are not limited to, a prolonged economic downturn, current period operating or cash flow losses combined with a history of losses or a forecast of continuing losses associated with the use of an asset or asset group, or a current expectation that an asset or asset group will be sold or disposed of before the end of its previously estimated useful life. Recoverability is based upon projections of anticipated future undiscounted cash flows associated with the use and eventual disposal of the definite-lived intangible asset (or asset group), as well as specific appraisal in certain instances. Reviews occur at the lowest level for which identifiable cash flows are largely independent of cash flows associated with other long-lived assets or asset groups and include estimated future revenues, gross profit margins, operating profit margins and capital expenditures which are based on the businesses’ strategic plans and long-range planning forecasts, which change from year to year. The revenue growth rates included in the forecasts represent our best estimates based on current and forecasted market conditions, and the profit margin assumptions are based on the current cost structure and anticipated net cost increases or reductions. There are inherent uncertainties related to these assumptions, including changes in market conditions, and management’s judgment in applying them to the analysis. If the future undiscounted cash flows are less than the carrying value, then the definite-lived intangible asset is considered impaired and a charge would be taken against net earnings based on the amount by which the carrying amount exceeds the estimated fair value. Judgments that we make which impact these assessments relate to the expected useful lives of definite lived assets and its ability to realize any undiscounted cash flows in excess of the carrying amounts of such assets and are affected primarily by changes in the expected use of the assets, changes in technology or development of alternative assets, changes in economic conditions, changes in operating performance and changes in expected future cash flows. Since judgment is involved in determining the recoverable amount of definite-lived intangible

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assets, there is risk that the carrying value of our definite-lived intangible assets may require adjustment in future periods. Historical results to date have generally approximated expected cash flows for the identifiable cash flow generating level. We believe there have been no events or circumstances which would more likely than not reduce the fair value of our indefinite-lived or definite-lived intangible assets below their carrying value. As of the last annual assessment, fair values have been substantially in excess of carrying values.

Asbestos Liability and Related Insurance Coverage and Receivable

The most significant factors affecting our asbestos liability estimate are (1) the number of new mesothelioma claims filed against us, (2) the average settlement costs for mesothelioma claims, (3) the percentage of mesothelioma claims dismissed against us and (4) the aggregate defense costs incurred by us. These factors are interdependent, and no one factor predominates in determining the liability estimate. These factors have both positive and negative effects on the dynamics of asbestos litigation in the tort system and the related best estimate of our asbestos liability, and these effects do not move in a linear fashion but rather change over multi-year periods. Accordingly, we continue to monitor these trend factors over time and periodically assesses whether an alternative forecast period is appropriate. Projecting future asbestos costs is subject to numerous variables and uncertainties that are inherently difficult to predict. In addition to the uncertainties surrounding the key assumptions, additional uncertainty related to asbestos claims arise from the long latency period prior to the manifestation of an asbestos-related disease, changes in available medical treatments and associated medical costs, changes in plaintiff behavior resulting from bankruptcies of other companies that are potential defendants or co-defendants, uncertainties surrounding the litigation process from jurisdiction to jurisdiction, and the impact of potential legislative or judicial changes.

Management has made its best estimate of the costs through 2059. Through December 31, 2021, our actual experience during the updated reference period for mesothelioma claims filed and dismissed generally approximated the assumptions in our liability estimate. In addition to this claims experience, we considered additional quantitative and qualitative factors such as the nature of the aging of pending claims, significant appellate rulings and legislative developments, and their respective effects on expected future settlement values. Based on this evaluation, we determined that no change in the estimate was warranted for the period ended December 31, 2021. The liability was $612 million and $670 million as of December 31, 2021 and 2020, respectively.

A 10% change in either the average cost per claim or the number of future projected claims would increase or decrease the estimated liability at December 31, 2021 by approximately $35 million. A 10% change in these two factors in the same direction at the same time would change the estimated liability at December 31, 2021 by approximately $70 million.

In conjunction with developing the aggregate liability estimate referenced above, we also developed an estimate of probable insurance recoveries for our asbestos liabilities. In developing this estimate, we considered our coverage-in-place and other settlement agreements, as well as a number of additional factors. These additional factors include the financial viability of the insurance companies, the method by which losses will be allocated to the various insurance policies and the years covered by those policies, how settlement and defense costs will be covered by the insurance policies and interpretation of the effect on coverage of various policy terms and limits and their interrelationships. As of December 31, 2021 and 2020, we had an aggregate asbestos insurance receivable of $74 million and $87 million, respectively. Through December 31, 2021, our actual experience generally approximated the assumptions in our insurance recoveries estimates.

Environmental

For environmental matters, we record a liability for estimated remediation costs when it is probable that we will be responsible for such costs and they can be reasonably estimated. Generally, third-party specialists assist in the estimation of remediation costs. The environmental remediation liability as of December 31, 2021 is substantially

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all for the former manufacturing site in Goodyear, Arizona (the “Goodyear Site”). Estimates of our environmental liabilities at the Goodyear Site are based on currently available facts, present laws and regulations and current technology available for remediation, and are recorded on an undiscounted basis. These estimates consider our prior experience in the Goodyear Site investigation and remediation, as well as available data from, and in consultation with, our environmental specialists. Estimates at the Goodyear Site are subject to significant uncertainties caused primarily by the dynamic nature of the Goodyear Site conditions, the range of remediation alternatives available, together with the corresponding estimates of cleanup methodology and costs, as well as ongoing, required regulatory approvals, primarily from the EPA. During the fourth quarter of 2019, we received conceptual agreement from the EPA on an alternative remediation strategy which is expected to further reduce the contaminant plume. Accordingly, 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 $32.3 million and $39.8 million as of December 31, 2021 and 2020, respectively.

On July 31, 2006, we entered into a consent decree with the U.S. Department of Justice on behalf of the DoD 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. We have recorded a receivable of $7.3 million and $7.8 million for the expected reimbursements from the U.S. Government in respect of the aggregate liability as of December 31, 2021 and 2020, respectively. During 2020 and 2021, there have been no changes in assumptions which have had a material impact on our estimates.

Pension Plans

In the United States, we sponsor a defined benefit pension plan that covers approximately 16% of all U.S. employees. Effective January 1, 2013, pension eligible non-union employees no longer earn future benefits in the domestic defined benefit pension plan. The benefits are based on years of service and compensation on a final average pay basis, except for certain hourly employees where benefits are fixed per year of service. Charges to expense are based upon costs computed by an independent actuary. Contributions are intended to provide for future benefits earned to date. Additionally, a number of our non-U.S. subsidiaries sponsor defined benefit pension plans that cover approximately 9% of all non-U.S. employees. The benefits are typically based upon years of service and compensation. Most of these plans are funded by company contributions to pension funds, which are held for the sole benefit of plan participants and beneficiaries.

The expected return on plan assets component of net periodic benefit cost is determined by applying the assumed expected return on plan assets to the fair value of plan assets. For one of the U.K. pension plans, a market-related value of assets is used in lieu of the fair value of plan assets for this purpose. The net actuarial loss (gain) is amortized to the extent that it exceeds 10% of the greater of the fair value of plan assets and the projected benefit obligation. The amortization period is the average life expectancy of plan participants for most plans. The amortization period for plans with a significant number of active participants accruing benefits is the average future working lifetime of plan participants. The prior service cost (credit) is amortized over the average future working lifetime of plan participants whose prior service benefits were changed.

Holding all other factors constant, a decrease in the expected long-term rate of return on plan assets by 0.25 percentage points would have increased 2021 pension expense by $1.2 million for U.S. pension plans and $1.3 million for non-U.S. pension plans. Also, holding all other factors constant, a decrease in the discount rate used to determine net periodic pension cost by 0.25 percentage points would have decreased 2021 pension expense by $0.2 million for U.S. pension plans and increased 2021 pension expense by $0.8 million for non-U.S. pension plans.

Recent Accounting Pronouncements

Information regarding new accounting pronouncements is included in Note 1 to the audited consolidated financial statements of Crane and Note 1 to the unaudited interim condensed consolidated financial statements of Crane.

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Quantitative and Qualitative Disclosures About Market Risk

Our cash flows and earnings are subject to fluctuations from changes in interest rates and foreign currency exchange rates. We manage our exposures to these market risks through internally established policies and procedures and, when deemed appropriate, through the use of interest-rate swap agreements and forward exchange contracts. We do not enter into derivatives or other financial instruments for trading or speculative purposes.

Total debt outstanding was $842.4 million as of December 31, 2021, which was at fixed rates of interest ranging from 4.20% to 6.55%.

The following is an analysis of the potential changes in interest rates and currency exchange rates based upon sensitivity analysis that models effects of shifts in rates. These are not forecasts.

• Our year-end portfolio is comprised of fixed-rate debt; therefore, the effect of a market change in interest rates would not be significant.

• Based on a sensitivity analysis as of December 31, 2021, a 10% change in the foreign currency exchange rates for the year ended December 31, 2021 would have impacted our net earnings by approximately $15.2 million, due primarily to the British pound, euro and Canadian dollar. This calculation assumes that all currencies change in the same direction and proportion relative to the U.S. dollar and there are no indirect effects, such as changes in non-U.S. dollar sales volumes or prices.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CRANE COMPANY (SUPPLEMENTAL)

The following discussion of our financial condition and results of operations for the nine months ended September 30, 2022 and 2021 and the years ended December 31, 2021, 2020 and 2019 reflects the supplemental audited combined financial statements of Crane Company and the supplemental unaudited interim condensed combined financial statements of Crane Company which were prepared on a “carve-out” basis and derived from Crane’s consolidated financial statements and accounting records. This discussion should be read in conjunction with the supplemental audited combined financial statements of Crane Company and the notes thereto and the supplemental unaudited interim condensed combined financial statements of Crane Company and the notes thereto, each included elsewhere in this information statement, as well as the information contained in the sections of this information statement entitled “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane” and “Business.” The following discussion and analysis includes forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed or implied by the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed elsewhere in this information statement. See in particular the sections of this information statement entitled “Forward-Looking Statements” and “Risk Factors.”

Explanatory Note

Due to Crane Company’s (which is the legal spinnee) larger operations, greater tangible assets, greater fair value and greater net sales, in each case, relative to Crane NXT, among other factors, for financial reporting purposes, Crane Company will be treated as the “accounting spinnor” and therefore will be the “accounting successor” to Crane following the spin-off, notwithstanding the legal form of the spin-off described in this information statement. As a result, the historical consolidated financial statements of Crane will become the historical financial statements of Crane Company.

However, this information statement also includes supplemental historical audited combined financial statements of Crane Company, which were prepared on a “carve-out” basis and derived from Crane’s consolidated financial statements and accounting records. These supplemental combined financial statements reflect Crane Company’s combined historical financial position, results of operations and cash flows as they were historically managed in accordance with GAAP. The supplemental combined financial statements may not be indicative of Crane Company’s future performance and do not necessarily reflect what the financial position, results of operations and cash flows would have been had Crane Company operated as an independent, publicly traded company during the periods presented, particularly because of changes Crane Company expects to experience in the future as a result of the spin-off.

Overview

Crane Company is a leading global provider of highly engineered, mission-critical industrial solutions, including two strategic global growth platforms: A&E and PFT. These two platforms together contributed 89% of our total revenue during 2021, with the remainder generated by our Engineered Materials business.

Our portfolio is balanced across PFT and A&E, with long-cycle market positions supported by a strong recurring revenue base, approximately 40% of which we estimate is from aftermarket sales. Our highly-engineered, technology differentiated products are sold into large ($20+ billion) and attractive end markets, many of which are highly regulated.

We have a portfolio of highly respected brands with a history spanning more than 165 years. Our culture, grounded in the CBS, is ingrained across the organization and we are proud of our longstanding commitment to

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PSE. Our values underpin our business and our trusted customer relationships and are the foundation for the mission-critical, high cost of failure products our customers trust us to deliver. We are headquartered in Stamford, Connecticut and serve customers in over 65 countries across 6 continents.

In 2021, Crane Company total sales were $2,063 million, with operating profit of $251 million and operating margin of 12.1%.

The Spin-Off

On March 30, 2022, Crane Holdings, Co.’s Board of Directors authorized management to pursue a plan to separate all of Crane’s businesses, other than Crane’s Payment & Merchandising Technologies segment, into a stand-alone publicly traded company. The separation will occur through a distribution to Crane Holdings, Co.’s stockholders of all of the shares of common stock of Crane Company, which will own all of Crane’s businesses, other than Crane’s Payment & Merchandising Technologies segment. Following the distribution, Crane NXT, Co. stockholders will own 100% of the shares of Crane Company common stock.

Basis of Presentation

We have historically operated as part of Crane and not as a stand-alone company. The accompanying supplemental audited combined financial statements and supplemental unaudited interim condensed combined financial statements included in this information statement were prepared in connection with the spin-off and were derived from the consolidated financial statements and accounting records of Crane included elsewhere in this information statement. These supplemental combined financial statements reflect Crane Company’s combined historical financial position, results of operations and cash flows as they were historically managed in accordance with GAAP. The supplemental combined financial statements may not be indicative of Crane Company’s future performance and do not necessarily reflect what the financial position, results of operations and cash flows would have been had Crane Company operated as an independent, publicly traded company during the periods presented, particularly because of changes Crane Company expects to experience in the future as a result of the spin-off, including changes in the financing, cash management, operations, cost structure and personnel needs of our business.

The supplemental combined financial statements include certain Crane assets and liabilities that are specifically identifiable or otherwise attributable to us. The supplemental combined statements of operations also include costs for certain expenses, such as utilities, that historically were directly charged to us by Crane.

In addition, for purposes of preparing the supplemental combined financial statements on a “carve-out” basis, a portion of Crane’s corporate expenses have been allocated to us. These expense allocations include the cost of corporate functions and resources that continued to be provided by or administered by Crane including, but not limited to, executive management and other corporate and governance functions, such as treasury, tax, accounting, human resources, audit, legal, purchasing, information technology and other services. The related employee payroll and benefit costs associated with such functions, such as share-based compensation, are included in the expense allocations. Corporate expenses of $62.2 million in 2021, $37.6 million in 2020 and $49.0 million in 2019 were allocated and are included in our supplemental combined statements of operations. Corporate expenses of $67.6 million and $41.9 million in the nine months ended September 30, 2022 and 2021, respectively, were allocated and are included in our supplemental interim condensed combined statements of operations.

Costs were allocated to us based on direct usage when identifiable or, when not directly identifiable, on the basis of several utilization measures including headcount, proportionate usage and relative net sales. Management considers the basis on which the expenses have been allocated to reasonably reflect the utilization of services provided to, or the benefit received by, us during the periods presented. However, the allocations may not reflect the expenses we would have incurred if Crane Company had been a stand-alone company for the periods

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presented. Actual costs that may have been incurred if Crane Company had been a stand-alone company would depend on a number of factors, including the organizational structure, whether functions were outsourced or performed by employees and strategic and capital decisions. Going forward, we may perform these functions using our own resources or outsourced services. For a period following the spin-off, we will temporarily provide some services to Crane NXT, Co. under a Transition Services Agreement. Crane Company also will enter into certain commercial arrangements with Crane Holdings, Co., which will be renamed “Crane NXT, Co.”, in connection with the spin-off.

The audited consolidated financial statements of Crane and the related notes and the unaudited condensed consolidated interim financial statements of Crane and the related notes are also included elsewhere in this information statements. The consolidated financial statements reflect the business of Crane on a historical basis without giving effect to the spin-off.

References to “core business” or “core sales” in this section include sales from acquired businesses starting from and after the first anniversary of the acquisition but exclude currency effects. Amounts in the following discussion are presented in millions, except employee, share and per share data, or unless otherwise stated.

Recent Developments

Sale of Redco

On August 12, 2022, Crane Holdings, Co., Crane Company and 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, a long-term liability management company specializing in the acquisition and management of legacy corporate liabilities, for 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 Crane Holdings, Co.’s $400 million 364-day Term Loan issued on August 11, 2022 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 spin-off, 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 have been removed from Crane Company’s combined balance sheets effective August 12, 2022. A loss of $162.4 million was recorded on Crane Company’s unaudited condensed combined statements of operations for the nine months ended September 30, 2022.

364-Day Credit Agreement

On August 11, 2022, Crane Holdings, Co. entered into the 364-Day Credit Agreement, by and among Crane Holdings, Co., as sole borrower, the financial institutions party thereto as lenders and JPMorgan Chase Bank, N.A., as administrative agent. Crane Company is not party to the 364-Day Credit Agreement and will not be subject to its restrictive provisions following the spin-off. Following entry into the 364-Day Credit Agreement,

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on August 11, 2022, Crane Holdings, Co. borrowed Term Loans in an aggregate principal amount of $400 million under the 364-Day Credit Agreement. Interest on the Term Loans accrues at a rate per annum equal to, at Crane Holdings, Co.’s option, (i) a base rate (determined in a customary manner), plus a margin of 0.25% or 0.50% that is determined based upon the Index Debt Rating or (ii) an adjusted Term SOFR (determined in a customary manner) for an interest period to be selected by Crane Holdings, Co., plus a margin of 1.25% or 1.50% that is determined based upon the Index Debt Rating. The 364-Day Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including (a) limitations on the ability of Crane Holdings, Co.’s subsidiaries to incur indebtedness and (b) restrictions on Crane Holdings, Co. and its subsidiaries with respect to liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets and transactions with affiliates. Crane Holdings, Co. must also maintain a debt to capitalization ratio not to exceed 0.65 to 1.00 at all times. The 364-Day Credit Agreement also provides for customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, any representation or warranty made by Crane Holdings, Co. or any of its material subsidiaries being false in any material respect, default under certain other material indebtedness, certain insolvency or receivership events affecting Crane Holdings, Co. and its material subsidiaries, certain ERISA events, material judgments and a change in control of Crane Holdings, Co., in each case, subject to thresholds and cure periods where customary. The 364-Day Credit Agreement permits Crane Holdings, Co. to undertake the spin-off.

Sale of Crane Supply

On April 8, 2022, Crane Holdings, Co. 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, Crane Holdings, Co. received CAD 5 million related to a final working capital adjustment. We recognized a total gain on sale of $232.5 million.

Termination of Agreement to Sell Engineered Materials

On May 16, 2021, Crane entered into an agreement to sell the Engineered Materials segment to Verzatec for $360 million on a cash-free and debt-free basis. In the second quarter of 2021, the assets and liabilities of the segment were classified as held for sale. On May 26, 2022, Verzatec terminated the sale agreement and paid $7.5 million to Crane in termination fees. 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.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane Company (Supplemental) includes a discussion of our results of operations for the years ended December 31, 2021, 2020 and 2019 and year-over-year comparisons between 2021 and 2020 and between 2020 and 2019, as well as segment results of operations for 2021, 2020 and 2019 and year-over-year comparisons between 2021 and 2020 and between 2020 and 2019.

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Results from Operations—Nine Month Periods Ended September 30, 2022 and 2021

The following information should be read in conjunction with the unaudited condensed combined financial statements of Crane Company and the related notes. All comparisons below refer to the nine months ended September 30, 2022 versus the nine months ended September 30, 2021, unless otherwise specified.

	For the nine months ended September 30,						2022 vs 2021 Favorable / (Unfavorable) Change
(in millions, except %)	2022			2021			$			%
Net sales	$	1,549.1		$	1,551.4		$	(2.3	)		(0.1	)%
Cost of sales		1,010.6			1,029.9			(19.3	)		(1.9	)%
as a percentage of sales		65.2	%		66.4	%
Selling, general and administrative 1		364.1			312.8			51.3			16.4	%
as a percentage of sales		23.5	%		20.2	%
Loss on divestiture of asbestos-related assets and liabilities		162.4			—			162.4			NM
Operating profit		12.0			208.7			(196.7	)		(94.3	)%
Operating margin		0.8	%		13.5	%
Other income (expense):
Interest income		2.3			1.0			1.3			130.0	%
Interest expense		(4.6	)		(4.7	)		0.1			(2.1	)%
Related party interest income		10.9			11.9			(1.0	)		(8.4	)%
Gain on sale of business		232.5			—			232.5			NM
Miscellaneous income, net		19.5			14.1			5.4			38.3	%
Total other income		260.6			22.3			238.3			NM
Income before income taxes		272.6			231.0			41.6			18.0	%
Provision for income taxes		113.8			28.5			85.3			NM
Net income attributable to common shareholders	$	158.8		$	202.5		$	(43.7	)		(21.6	)%

¹  2021 includes restructuring gains of $12.7 million.

Sales decreased by $2.3 million, or 0.1%, to $1,549.1 million in 2022. Net sales related to operations outside the United States were 31% and 36% of total net sales for the nine months ended September 30, 2022 and 2021, respectively. The year-over-year change in sales included:

• an increase in core sales of $112.7 million, or 7.3%;

• unfavorable foreign currency translation of $33.8 million, or 2.2%; and

• a decrease in sales of $81.3 million, or 5.2%, related to the sale of Crane Supply.

Cost of sales decreased by $19.3 million, or 1.9%, to $1,010.6 million in 2022. The decrease is primarily related to the sale of Crane Supply of $59.4 million, or 5.8%, strong productivity of $24.4 million, or 2.4%, favorable foreign currency translation of $20.9 million, or 2.0%, and lower volumes of $6.0 million, or 0.6%, partially offset by an increase in material, labor and other manufacturing costs of $86.1 million, or 8.4%, and unfavorable mix of $11.2 million, or 1.1%.

Selling, general and administrative expense increased by $51.3 million, or 16.4%, to $364.1 million in 2022. The increase was driven primarily by increased costs of $56.5 million, or 18.1%, including transaction costs of $33.1 million, or 10.6%, supporting the Crane Supply and asbestos divestiture as well as the spin-off, partially offset by favorable foreign currency translation of $7.8 million, or 2.5%.

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Operating profit decreased by $196.7 million, or 94.3%, to $12.0 million in 2022. The decrease in operating profit is primarily related to the loss on divestiture of asbestos-related assets and liabilities of $162.4 million, or 77.8%, lower volumes of $11.5 million, or 5.5%, higher transaction costs of $35.0 million, or 16.8%, unfavorable mix of $11.2 million, or 5.4%, and lost profit from the sale of Crane Supply of $15.1 million, or 7.2%, offset by higher pricing net of inflation and productivity gains of $15.6 million, or 7.5%. Operating profit in 2021 included net restructuring gains of $12.7 million.

Other income increased $238.3 million to $260.6 million reflecting the gain on the sale of the Crane Supply business of $232.5 million.

Our effective tax rate for the nine 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 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 rate for the nine months ended September 30, 2022 is 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 shared-based compensation benefits, tax credit utilization, and the statutory U.S. deduction related to our non-U.S. subsidiaries’ income. We conduct business globally and, as a result, file income tax returns in U.S. federal and various state and foreign jurisdictions. In certain jurisdictions, our operations are included in the combined tax returns with Crane Holdings, Co.

Comprehensive Income

(in millions) For the nine months ended September 30,	2022			2021
Net income before allocation to noncontrolling interests	$	158.8		$	202.5
Components of other comprehensive income (loss), net of tax
Currency translation adjustment		(52.2	)		(17.1	)
Changes in pension and postretirement plan assets and benefit obligation, net of tax		9.6			15.7
Other comprehensive loss, net of tax		(42.6	)		(1.4	)
Comprehensive income before allocation to noncontrolling interests		116.2			201.1
Less: Noncontrolling interests in comprehensive loss		(0.3	)		0.6
Comprehensive income attributable to common shareholders	$	116.5		$	200.5

For the nine months ended September 30, 2022, comprehensive income before allocations to noncontrolling interests was $116.2 million compared to $201.1 million in the same period of 2021. The $84.9 million decrease was primarily driven by lower net income before allocation to noncontrolling interests of $43.7 million and a $35.1 million unfavorable impact of foreign currency translation adjustments primarily related to the British pound and euro.

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Segment Results of Operations — Nine Month Periods Ended September 30, 2022 and 2021

Aerospace & Electronics

	For the nine months ended September 30,						2022 vs 2021 Favorable / (Unfavorable) Change
(in millions, except %)	2022			2021			$			%
Net sales by product line:
Commercial Original Equipment	$	182.9		$	170.5		$	12.4			7.3	%
Military Original Equipment		171.5			184.0			(12.5	)		(6.8	)%
Commercial Aftermarket Products		92.5			75.1			17.4			23.2	%
Military Aftermarket Products		38.9			50.6			(11.7	)		(23.1	)%
Total net sales	$	485.8		$	480.2		$	5.6			1.2	%
Cost of sales	$	305.4		$	298.2		$	7.2			2.4	%
as a percentage of sales		62.9	%		62.1	%
Selling, general and administrative	$	96.0		$	92.7		$	3.3			3.6	%
as a percentage of sales		19.8	%		19.3	%
Operating profit	$	84.4		$	89.3		$	(4.9	)		(5.5	)%
Operating margin		17.4	%		18.6	%

Sales increased $5.6 million, or 1.2%, to $485.8 million in 2022, with higher pricing more than offsetting lower volumes.

• Sales of Commercial Original Equipment increased $12.4 million, or 7.3%, to $182.9 million in 2022, reflecting strong demand from aircraft manufacturers as the industry aircraft build rates continue to recover from the COVID-19 pandemic-related slowdown, partially offset by material availability constraints.

• Sales of Military Original Equipment decreased $12.5 million, or 6.8%, to $171.5 million in 2022, primarily reflecting lower shipments due to order timing and material availability.

• Sales of Commercial Aftermarket Products increased $17.4 million, or 23.2%, to $92.5 million in 2022, reflecting strong demand from the airlines due to improving air traffic as the industry continues to recover from the COVID-19 pandemic-related slowdown, along with higher pricing.

• Sales of Military Aftermarket Products decreased $11.7 million, or 23.1%, to $38.9 million in 2022, primarily reflecting timing of government orders for certain programs.

Cost of sales increased by $7.2 million, or 2.4%, to $305.4 million in 2022, primarily reflecting $22.0 million, or 7.4%, of increased material, labor and other manufacturing costs, partially offset by $10.3 million, or 3.5%, of productivity gains and lower volumes of $5.3 million, or 1.8%.

Selling, general and administrative expense increased by $3.3 million, or 3.6%, to $96.0 million in 2022, primarily reflecting higher selling costs of $3.4 million, or 3.7%.

Operating profit decreased by $4.9 million, or 5.5%, to $84.4 million in 2022, primarily reflecting higher costs of $7.7 million, or 8.6%, lower volumes of $7.1 million, or 8.0%, partially offset by higher pricing net of inflation and increased productivity of $11.6 million, or 13.0%.

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Process Flow Technologies

	For the nine months ended September 30,						2022 vs 2021 Favorable / (Unfavorable) Change
(in millions, except %)	2022			2021			$			%
Net sales by product line:
Process Valves and Related Products	$	555.8		$	535.4		$	20.4			3.8	%
Commercial Valves		205.8			283.3			(77.5	)		(27.4	)%
Pumps and Systems		95.8			79.2			16.6			21.0	%
Total net sales	$	857.4		$	897.9		$	(40.5	)		(4.5	)%
Cost of sales	$	541.1		$	593.2		$	(52.1	)		(8.8	)%
as a percentage of sales		63.1	%		66.1	%
Selling, general and administrative 1	$	185.4		$	163.8		$	21.6			13.2	%
as a percentage of sales		21.6	%		18.2	%
Operating profit	$	130.9		$	140.9		$	(10.0	)		(7.1	)%
Operating margin		15.3	%		15.7	%

¹  2021 includes net restructuring gains of $12.7 million.

Sales decreased by $40.5 million, or 4.5%, to $857.4 million in 2022, driven by the impact of the sale of Crane Supply of $81.3 million, or 9.1%, and unfavorable foreign currency translation of $32.6 million, or 3.6%, partially offset by higher core sales of $73.0 million, or 8.1%. Core sales growth was driven primarily by pricing, with modestly higher volumes.

• Sales of Process Valves and Related Products increased by $20.4 million, or 3.8%, to $555.8 million in 2022. The increase reflected higher core sales of $41.7 million, or 7.8%, driven by higher pricing, offset by unfavorable foreign currency translation of $21.7 million, or 4.1%, as the euro weakened against the U.S. dollar. Demand remained generally strong in the Chemical, Pharmaceutical and General Industrial end markets.

• Sales of Commercial Valves decreased by $77.5 million, or 27.4%, to $205.8 million in 2022, primarily driven by the impact of the divestiture of Crane Supply of $81.3 million, or 28.7%, and unfavorable foreign currency translation of $10.7 million, or 3.8%, as the British pound weakened against the U.S. dollar, partially offset by an increase in core sales of $14.5 million, or 5.1%.

• Sales of Pumps & Systems increased by $16.6 million, or 21.0%, to $95.8 million in 2022, primarily driven by higher sales to municipal customers.

Cost of sales decreased by $52.1 million, or 8.8%, to $541.1 million, primarily related to the impact of the sale of Crane Supply of $59.4 million, or 10.0%, favorable foreign currency of $20.5 million, or 3.5%, and productivity gains of $12.8 million, or 2.2%, partially offset by a $32.4 million, or 5.5%, increase in material, labor and other manufacturing costs and unfavorable mix of $8.0 million, or 1.4%.

Selling, general and administrative expense increased by $21.6 million, or 13.2%, to $185.4 million, primarily reflecting higher administrative and selling costs of $25.3 million, or 15.4%, including transaction related expenses of $4.2 million, and the absence of a prior year net restructuring gain of $12.7 million, or 7.7 %, partially offset by favorable currency translation of $7.5 million, or 4.6%, and the sale of Crane Supply of $6.8 million, or 4.2%.

Operating profit decreased by $10.0 million, or 7.1%, to $130.9 million in 2022, primarily reflecting the impact of the sale of Crane Supply of $15.1 million, or 10.7%, and the absence of the prior year restructuring gain of $12.7 million, or 9.0%, partially offset by productivity gains of $15.1 million, or 10.7%.

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Engineered Materials

	For the nine months ended September 30,						2022 vs 2021 Favorable / (Unfavorable) Change
(in millions, except %)	2022			2021			$			%
Net sales by product line:
FRP—Recreational Vehicles	$	92.8		$	78.1		$	14.7			18.8	%
FRP—Building Products		88.2			72.0			16.2			22.5	%
FRP—Transportation		24.9			23.2			1.7			7.3	%
Total net sales	$	205.9		$	173.3		$	32.6			18.8	%
Cost of sales	$	164.5		$	137.0		$	27.5			20.1	%
as a percentage of sales		79.9	%		79.1	%
Selling, general and administrative	$	14.5		$	15.6		$	(1.1	)		(7.1	)%
as a percentage of sales		7.0	%		9.0	%
Operating profit	$	26.9		$	20.7		$	6.2			30.0	%
Operating margin		13.1	%		11.9	%

Sales increased by $32.6 million, or 18.8%, to $205.9 million in 2022 with higher pricing more than offsetting a decline in volume. The increase reflected higher sales to building products customers and recreational vehicle manufacturers.

Cost of sales increased by $27.5 million, or 20.1%, to $164.5 million, primarily related to higher increase in material, labor and other manufacturing costs of $33.1 million, or 24.2%, including transaction related expenses of $3.6 million, offset by lower volumes of $6.7 million, or 4.9%.

Selling, general and administrative expense decreased by $1.1 million, or 7.1%, to $14.5 million, primarily reflecting lower administrative costs.

Operating profit increased by $6.2 million, or 30.0%, to $26.9 million in 2022, primarily reflecting higher pricing net of inflation, and productivity gains, of $14.2 million, or 68.6%, offset by lower volumes of $5.8 million, or 28.0%.

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Results from Operations — Years Ended December 31, 2021, 2020 and 2019

	For the year ended December 31,									2021 vs 2020 Favorable / (Unfavorable) Change						2020 vs 2019 Favorable / (Unfavorable) Change
(in millions, except %)	2021			2020			2019			$			%			$			%
Net sales:
Aerospace & Electronics	$	638.3		$	650.7		$	798.8		$	(12.4	)		(1.9	)%	$	(148.1	)		(18.5	)%
Process Flow Technologies		1,196.6			1,007.5			1,117.4			189.1			18.8	%		(109.9	)		(9.8	)%
Engineered Materials		228.0			175.6			208.6			52.4			29.8	%		(33.0	)		(15.8	)%
Total net sales	$	2,062.9		$	1,833.8		$	2,124.8		$	229.1			12.5	%	$	(291.0	)		(13.7	)%
Sales growth:
Core business										$	183.2			10.0	%	$	(345.1	)		(16.2	)%
Foreign exchange											40.9			2.2	%		0.9			—	%
Acquisitions/dispositions											5.0			0.3	%		53.2			2.5	%
Total sales growth										$	229.1			12.5	%	$	(291.0	)		(13.7	)%
Cost of sales (a)	$	1,374.1		$	1,250.7		$	1,395.3		$	(123.4	)		(9.9	)%	$	144.6			10.4	%
Selling, general and administrative (a)	$	451.4		$	378.8		$	415.7		$	(72.6	)		(19.2	)%	$	36.9			8.9	%
Restructuring (gains) charges, net	$	(13.2	)	$	13.2		$	10.1		$	26.4			NM		$	(3.1	)		(30.7	)%
Acquisition-related and integration charges	$	—		$	6.4		$	2.8		$	6.4			NM		$	(3.6	)		NM
Asbestos provision, net	$	—		$	—		$	229.0		$	—			—	%	$	229.0			NM
Environmental provision, net	$	—		$	—		$	18.9		$	—			—	%	$	18.9			NM
Operating profit (loss):
Aerospace & Electronics	$	110.0		$	100.7		$	189.4		$	9.3			9.2	%	$	(88.7	)		(46.8	)%
Process Flow Technologies		182.5			101.0			131.7			81.5			80.7	%		(30.7	)		(23.3	)%
Engineered Materials		26.9			22.7			26.8			4.2			18.5	%		(4.1	)		(15.3	)%
Corporate expense		(68.8	)		(39.7	)		(47.0	)		(29.1	)		(73.3	)%		7.3			15.5	%
Corporate—Asbestos provision, net		—			—			(229.0	)		—			—			229.0			NM
Corporate—Environmental provision, net		—			—			(18.9	)		—			—			18.9			NM
Total operating profit	$	250.6		$	184.7		$	53.0		$	65.9			35.7	%	$	131.7			248.5	%
Operating margin:
Aerospace & Electronics		17.2	%		15.5	%		23.7	%
Process Flow Technologies		15.2	%		10.0	%		11.8	%
Engineered Materials		11.8	%		12.9	%		12.9	%
Total operating margin		12.1	%		10.1	%		2.5	%

^(a)  Cost of sales and Selling, general and administrative include $7.3 million, $4.4 million and $12.6 million of net repositioning charges in 2021, 2020 and 2019, respectively.

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Items Affecting Comparability of Reported Results

The comparability of our results for the years ended December 31, 2021, 2020 and 2019 is affected by the following significant items:

Restructuring (Gains) Charges, net

In 2021, we recorded total pre-tax restructuring gains of $13.2 million primarily related to a gain on the sale of real estate. In 2020, we recorded total pre-tax restructuring charges of $13.2 million primarily in response to the adverse economic impact of the COVID-19 pandemic. In 2019, we recorded total pre-tax restructuring charges of $10.1 million; primarily related to the consolidation of manufacturing facilities in Europe within our PFT segment of $9.9 million related to our 2017 repositioning actions.

We expect pre-tax savings subsequent to completing all actions for all programs to approximate $88.8 million. Please refer to the individual segment discussion and analysis that follows, as well as Note 16, “Restructuring Charges” in the notes to the supplemental audited combined financial statements of Crane Company for further discussion.

Transaction Related Expenses

During 2021, we recorded pre-tax transaction related expenses of $8.2 million related to the divestiture of Engineered Materials, which was terminated in May 2022, and other professional fees.

Acquisition-Related and Integration Charges

During 2020 and 2019, we recorded pre-tax acquisition-related and integration charges of $6.4 million and $2.8 million, respectively. Please refer to Note 3, “Acquisitions” in the notes to the supplemental audited combined financial statements of Crane Company for further discussion.

Asbestos Provision, net

In 2019, we recorded a pre-tax provision, net of insurance recoveries of $229.0 million associated with updating our estimated asbestos liability through the generally accepted end point in 2059. Please refer to Note 13, “Commitments and Contingencies” in the notes to the supplemental audited combined financial statements of Crane Company for further discussion as well as the section of this information statement entitled “Information Statement Summary—Business Overview—Recent Developments.”

Environmental Provision, net

In 2019, we recorded a pre-tax provision, net of reimbursements of $18.9 million to extend accrued costs through 2027 at the former manufacturing site in Goodyear, Arizona (the “Goodyear Site”). Please refer to Note 13, “Commitments and Contingencies” in the notes to the supplemental audited combined financial statements of Crane Company for further discussion.

Overall

2021 compared to 2020

Sales increased by $229.1 million, or 12.5%, to $2,062.9 million in 2021 compared to 2020. The year-over-year higher sales included:

• an increase in core sales of $183.2 million, or 10.0%, largely driven by end markets that continue to recover from the 2020 impact of the COVID-19 pandemic;

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• favorable foreign currency translation of $40.9 million, or 2.2%; and

• an increase in sales related to acquisitions of $5.0 million, or 0.3%.

Cost of sales increased by $123.4 million, or 9.9%, to $1,374.1 million in 2021 compared to 2020, primarily related to $83.9 million, or 6.7%, to support the higher sales volumes, and an increase in material, labor, and other manufacturing costs of $65.4 million, or 5.2%. Cost of sales also increased $27.5 million, or 2.2%, related to unfavorable foreign currency translation. These increases were partially offset by higher productivity of $37.5 million, or 3.0%, and favorable mix of $11.5 million, or 0.9%.

Selling, general and administrative expense increased $72.6 million, or 19.2%, to $451.4 million in 2021 compared to 2020, primarily related to a proportionate increase to the higher sales in the period, including higher compensation costs of $40.5 million, or 10.7%, which was primarily related to higher incentive compensation driven by above-budget performance. The remaining increase primarily relates to unfavorable foreign currency translation of $8.4 million, or 2.2%, and transaction related expense of $8.2 million, or 2.2%.

We continue to experience above normal inflation consistent with the industries in which we participate, and we expect to continue to realize higher pricing to more than offset the impact of higher inflation.

Operating profit increased by $65.9 million, or 35.7%, to $250.6 million in 2021 compared to 2020. The increase in operating profit reflected higher operating profit in each of our segments, partially offset by higher corporate costs. Operating profit in 2021 included net restructuring gains of $13.2 million. Operating profit in 2020 included net restructuring charges of $13.2 million and acquisition-related and integration charges of $6.4 million.

2020 compared to 2019

Sales decreased by $291.0 million, or 13.7%, to $1,833.8 million in 2020 compared to 2019. The year-over-year lower sales included:

• a decrease in core sales of $345.1 million, or 16.2%, reflecting the broad-based impact of the COVID-19 pandemic, partially offset by

• an increase in sales related to acquisitions of $53.2 million, or 2.5%

Cost of sales decreased by $144.6 million, or 10.4%, to $1,250.7 million in 2020 compared to 2019, primarily reflecting a $173.1 million, or 12.4%, decrease in costs proportionate to the lower sales volumes, and increased productivity of $37.3 million, or 2.7%, partially offset by the impact of acquisitions of $47.0 million, or 3.4%, and unfavorable mix of $24.6 million, or 1.8%.

Selling, general and administrative expense decreased $36.9 million, or 8.9%, to $378.8 million in 2020 compared to 2019, primarily related to a proportionate decrease of $22.6 million, or 5.4%, due to lower core sales, and savings from prior restructuring actions of $16.4 million, or 3.9%.

Operating profit increased by $131.7 million, or 248.5%, to $184.7 million in 2020, compared to 2019. The increase in operating profit reflected the absence of the $229.0 million asbestos provision, and the $18.9 million environmental provision, together with lower corporate costs. These increases were largely offset by lower operating profit in each of our segments driven by the lower sales. Operating profit in 2020 included net restructuring charges of $13.2 million and acquisition-related and integration charges of $6.4 million. Operating profit in 2019 included restructuring charges of $10.1 million and acquisition-related and integration charges of $2.8 million.

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Comprehensive income

(in millions) For the year ended December 31,	2021			2020			2019
Net income before allocation to noncontrolling interests	$	234.4		$	166.1		$	61.1
Other comprehensive income (loss), net of tax
Currency translation adjustment		(23.0	)		16.1			16.7
Changes in pension and postretirement plan assets and benefit obligation, net of tax		88.6			(49.6	)		(42.5	)
Other comprehensive income (loss), net of tax		65.6			(33.5	)		(25.8	)
Comprehensive income before allocation to noncontrolling interests		300.0			132.6			35.3
Less: Noncontrolling interests in comprehensive income (loss)		0.6			(0.4	)		0.2
Comprehensive income attributable to common shareholders	$	299.4		$	133.0		$	35.1

For the year ended December 31, 2021, comprehensive income before allocation to noncontrolling interests was $300.0 million compared to $132.6 million in 2020. The $167.4 million increase was primarily driven by $68.3 million of higher net income before allocation to noncontrolling interests and a $138.2 million increase primarily related to changes in pension discount rates, coupled with improved asset performance, partially offset by a $39.1 million unfavorable impact of foreign currency translation adjustments, primarily related to the British pound, Canadian dollar and euro.

For the year ended December 31, 2020, comprehensive income before allocation to noncontrolling interests was $132.6 million compared to $35.3 million in 2019. The $97.3 million increase was primarily driven by a $105.0 million of higher net income before allocation to noncontrolling interests, partially offset by a $7.1 million decrease due to changes in pension and postretirement plan assets and benefit obligations.

Aerospace & Electronics

(in millions, except %) For the year ended December 31,	2021			2020			2019
Net sales by product line:
Commercial Original Equipment	$	229.4		$	226.4		$	357.2
Military Original Equipment		239.7			258.7			217.2
Commercial Aftermarket		104.5			93.0			161.4
Military Aftermarket		64.7			72.6			63.0
Total net sales	$	638.3		$	650.7		$	798.8
Cost of sales	$	399.6		$	428.2		$	485.6
Selling, general and administrative (a)	$	128.7		$	121.8		$	123.8
Operating profit	$	110.0		$	100.7		$	189.4
Assets	$	604.7		$	593.9		$	638.1
Backlog	$	459.8		$	491.2		$	567.4
Operating margin		17.2	%		15.5	%		23.7	%

^(a)  Selling, general and administrative expense includes net restructuring charges of $6.5 million in 2020.

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2021 compared to 2020

A&E sales decreased $12.4 million, or 1.9%, to $638.3 million in 2021 compared to 2020. The commercial market and military market accounted for 52% and 48%, respectively, of total segment sales in 2021. Sales to OEM and aftermarket customers in 2021 were 73% and 27% of total sales, respectively.

• Sales of Commercial Original Equipment increased by $3.0 million, or 1.3%, to $229.4 million in 2021 compared to 2020.

• Sales of Military Original Equipment decreased by $19.0 million, or 7.3%, to $239.7 million in 2021 compared to 2020, primarily reflecting challenging comparisons to particularly strong sales growth during the prior three years.

• Sales of Commercial Aftermarket increased by $11.5 million, or 12.4%, to $104.5 million in 2021 compared to 2020, primarily reflecting higher demand driven by a rebound in commercial air traffic following the 2020 impact of the COVID-19 pandemic.

• Sales of Military Aftermarket decreased by $7.9 million, or 10.9%, to $64.7 million in 2021, primarily reflecting particularly strong sales in the prior year.

Cost of sales decreased $28.6 million, or 6.7%, to $399.6 million in 2021 primarily related to increased productivity of $14.0 million, or 3.3%, and improved mix of $12.2 million, or 2.8%.

Selling, general and administrative expense increased $6.9 million, or 5.7%, to $128.7 million in 2021 compared to 2020, primarily related to higher compensation costs of $10.7 million, or 8.8%, offset by restructuring charges $6.5 million, or 5.3%, in 2020, which did not repeat in 2021.

Operating profit increased by $9.3 million, or 9.2%, to $110.0 million in 2021 compared to 2020, primarily as a result of savings from 2020 repositioning actions of $19.0 million, or 18.9%, and productivity benefits of $16.5 million, or 16.4%, largely offset by the impact of lower sales volumes of $21.3 million, or 21.2%.

2020 compared to 2019

A&E sales decreased $148.1 million, or 18.5%, to $650.7 million in 2020 compared to 2019. The commercial market and military market accounted for 49% and 51%, respectively, of total segment sales in 2020. Sales to OEM and aftermarket customers in 2020 were 75% and 25% of total sales, respectively.

• Sales of Commercial Original Equipment decreased by $130.8 million, or 36.6%, to $226.4 million in 2020 compared to 2019, primarily reflecting lower aircraft build rates as a result of the COVID-19 pandemic, and to a lesser extent, the impact of Boeing’s 737 MAX production pause.

• Sales of Military Original Equipment increased by $41.5 million, or 19.1%, to $258.7 million in 2020 compared to 2019, primarily reflecting broad-based military demand strength across solutions.

• Sales of Commercial Aftermarket decreased by $68.4 million, or 42.4%, to $93.0 million in 2020 compared to 2019, primarily reflecting lower sales of commercial spares, and to a lesser extent, lower repair and overhaul sales, as airlines reduced flight schedules in response to the COVID-19 pandemic.

• Sales of Military Aftermarket increased by $9.6 million, or 15.2%, to $72.6 million in 2020 compared to 2019, primarily reflecting broad-based military demand strength across solutions.

Cost of sales decreased $57.4 million, or 11.8%, to $428.2 million in 2020 compared to 2019, primarily related to a $56.7 million, or 11.7%, decrease in costs proportionate to the lower sales volumes.

Operating profit decreased by $88.7 million, or 46.8%, to $100.7 million in 2020 compared to 2019, primarily reflecting the impact from lower sales volume, partially offset by productivity, COVID-19 pandemic-related cost reduction actions and repositioning savings.

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Process Flow Technologies

(in millions, except %) For the year ended December 31,	2021			2020			2019
Net sales by product line:
Process Valves and Related Products	$	717.1		$	631.6		$	685.1
Commercial Valves		374.2			288.0			332.1
Pumps and Systems		105.3			87.9			100.2
Total net sales	$	1,196.6		$	1,007.5		$	1,117.4
Cost of sales	$	791.5		$	689.5		$	747.0
Selling, general and administrative (a)	$	222.6		$	217.0		$	238.7
Operating profit	$	182.5		$	101.0		$	131.7
Assets	$	1,241.4		$	1,124.0		$	942.1
Backlog	$	357.9		$	313.4		$	267.0
Operating margin		15.2	%		10.0	%		11.8	%

^(a)  Selling, general and administrative includes net restructuring gains of $13.2 million in 2021, and net restructuring charges of $6.1 million and $10.5 million in 2020 and 2019, respectively.

2021 compared to 2020

PFT sales increased by $189.1 million, or 18.8%, to $1,196.6 million in 2021 compared to 2020, driven by higher core sales of $143.5 million, or 14.2%, favorable foreign currency translation of $40.6 million, or 4.0% and a benefit from the January 2020 acquisition of Instrumentation & Sampling (“I&S”) of $5.0 million, or 0.5%.

• Sales of Process Valves and Related Products increased by $85.5 million, or 13.5%, to $717.1 million in 2021 compared to 2020. The increase reflected higher core sales of $66.2 million, or 10.5%, favorable foreign currency translation of $14.3 million, or 2.3%, primarily reflecting the strengthening of the euro against the U.S. dollar, and a benefit from the acquisition of I&S of $5.0 million, or 0.8%. The higher core sales primarily reflected broad based strengthening across chemical, pharmaceutical, and general industrial end markets that continue to recover from the 2020 impact of the COVID-19 pandemic.

• Sales of Commercial Valves increased by $86.2 million, or 29.9%, to $374.2 million in 2021 compared to 2020 primarily driven by a core sales increase of $60.6 million, or 21.0%, and favorable foreign currency translation of $25.6 million, or 8.9%, as the Canadian dollar and British pound strengthened against the U.S. dollar. The higher core sales reflected higher demand in Canadian non-residential construction markets, and to a lesser extent, higher demand in UK non-residential construction markets.

• Sales of Pumps and Systems increased by $17.4 million, or 19.8%, to $105.3 million in 2021 compared to 2020, primarily reflecting higher demand from municipal and non-residential construction end markets.

Cost of sales increased $102.0 million, or 14.8%, to $791.5 million in 2021 primarily related to higher volumes of $62.7 million, or 9.1%, increased material, labor and other manufacturing costs of $29.4 million, or 4.3%, and unfavorable foreign currency translation of $27.5 million, or 4.0%, partially offset by increased productivity of $21.9 million, or 3.2%.

Selling, general and administrative expense increased $5.6 million, or 2.6%, to $222.6 million in 2021, primarily related to higher compensation costs of $17.5 million, or 8.1%, partially offset by a $13.2 million restructuring gain in 2021.

Operating profit increased by $81.5 million, or 80.7%, to $182.5 million in 2021. The increase primarily reflected the $45.2 million, or 44.8%, impact of higher sales volumes, productivity benefits of $24.7 million, or

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24.5%, lower restructuring costs of $16.4 million, or 16.2%, which included a gain on the sale of real estate related to prior repositioning actions, and the absence of acquisition-related and integration charges of $6.3 million, or 6.2%, partially offset by other items, net, of $11.1 million, or 11.0%.

2020 compared to 2019

PFT sales decreased by $109.9 million, or 9.8%, to $1,007.5 million in 2020 compared to 2019, driven by lower core sales of $163.9 million, or 14.7%, partially offset by a benefit from the acquisition of I&S of $53.2 million, or 4.8%, and favorable foreign currency translation of $0.8 million, or 0.1%.

• Sales of Process Valves and Related Products decreased by $53.5 million, or 7.8%, to $631.6 million in 2020 compared to 2019. The decrease reflected lower core sales of $108.5 million, or 15.9%, partially offset by a benefit from the acquisition of I&S of $53.2 million, or 7.8%, and favorable foreign currency translation of $1.8 million, or 0.3%, as the euro strengthened against the U.S. dollar. The core sales decline reflected a broad-based decline in demand related largely to impacts from the COVID-19 pandemic.

• Sales of Commercial Valves decreased by $44.1 million, or 13.3%, to $288.0 million in 2020 compared to 2019, primarily driven by a core sales decline of $43.2 million, or 13.0%, and unfavorable foreign currency translation of $0.9 million, or 0.3%, as the Canadian dollar weakened against the U.S. dollar. The core sales decline reflected a broad-based decline in demand related to the COVID-19 pandemic across all geographies.

• Sales of Pumps and Systems decreased by $12.3 million, or 12.3%, to $87.9 million in 2020 compared to 2019. The decrease primarily reflected lower sales to military, industrial, and non-residential construction markets, partially offset by a slight increase in municipal sales.

Cost of sales decreased $57.5 million, or 7.7%, to $689.5 million in 2020 compared to 2019, primarily related to a $95.3 million, or 12.8%, decrease in costs proportionate to the lower sales volumes, and a $22.1 million, or 3.0%, increase in productivity, partially offset by a $47.0 million, or 6.3%, increase in costs related to the acquisition of I&S and $10.4 million, or 1.4%, of unfavorable mix.

Selling, general and administrative expense decreased $21.7 million, or 9.1%, to $217.0 million in 2020 compared to 2019, primarily related to a $14.9 million, or 6.2%, reduction in costs reflecting the impact of the COVID-19 pandemic, lower restructuring costs of $9.6 million, or 4.0%, and repositioning savings of $7.9 million, or 3.3%, partially offset by a $10.2 million, or 4.3%, increase in costs related to the acquisition of I&S.

Operating profit decreased by $30.7 million, or 23.3%, to $101.0 million in 2020 compared to 2019. The decrease primarily reflected the impact from lower sales volume, partially offset by productivity, COVID-19 pandemic-related cost reduction actions and repositioning savings.

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Engineered Materials

(in millions, except %) For the year ended December 31,	2021			2020			2019
Net sales by product line:
FRP—Recreational Vehicles	$	102.5		$	68.9		$	84.5
FRP—Building Products		94.9			83.1			91.9
FRP—Transportation		30.6			23.6			32.2
Total net sales	$	228.0		$	175.6		$	208.6
Cost of sales	$	181.3		$	134.5		$	162.3
Selling, general and administrative	$	19.8		$	18.4		$	19.5
Operating profit	$	26.9		$	22.7		$	26.8
Assets	$	220.5		$	217.3		$	219.6
Backlog	$	20.1		$	12.8		$	9.4
Operating margin		11.8	%		12.9	%		12.9	%

2021 compared to 2020

Engineered Materials sales increased $52.4 million, or 29.8%, to $228.0 million in 2021 compared to 2020, primarily due to higher core sales to recreational vehicle manufacturers, and to a lesser extent, to building product and transportation customers. Core sales increases included end markets recovering from the 2020 impact of the COVID-19 pandemic as well as higher pricing to offset higher raw material costs.

Cost of sales increased $46.8 million, or 34.8%, to $181.3 million in 2021 compared to 2020, primarily related to increased material, labor and other manufacturing costs of $32.4 million, or 24.1%, and $16.2 million, or 12.0%, of increased costs proportionate to the higher sales volumes.

Operating profit increased by $4.2 million, or 18.5%, to $26.9 million in 2021 compared to 2020. The increase primarily reflected the impact of higher sales volumes of $9.5 million, or 41.9%, offset by increased material, labor and other costs of $7.4 million, or 32.6%.

2020 compared to 2019

Engineered Materials sales decreased by $33.0 million, or 15.8%, to $175.6 million in 2020 compared to 2019.

• Sales of FRP panels to RV manufacturers decreased by $15.6 million, or 18.5%, to $68.9 million in 2020, reflecting lower RV industry production rates.

• Sales of FRP to building products customers decreased $8.8 million, or 9.6%, to $83.1 million in 2020, reflecting lower demand from customers, particularly restaurants, due to the impact of the COVID-19 pandemic.

• Sales of FRP to transportation customers decreased $8.6 million, or 26.7%, to $23.6 million in 2020, primarily reflecting lower trailer industry production rates.

Cost of sales decreased $27.8 million, or 17.1%, to $134.5 million in 2020 compared to 2019, primarily related to a $21.1 million, or 13.0%, decrease in costs proportionate to the lower sales volumes, a decrease in material, labor and other costs of $4.6 million, or 2.8%, and increased productivity of $2.7 million, or 1.7%.

Operating profit decreased by $4.1 million, or 15.3%, to $22.7 million in 2020 compared to 2019, primarily reflecting the impact from the lower sales volume, partially offset by productivity.

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Corporate

(in millions) For the year ended December 31,	2021			2020			2019
Corporate expense	$	(68.8	)	$	(39.7	)	$	(47.0	)
Corporate — Asbestos provision, net		—			—			(229.0	)
Corporate — Environmental provision, net		—			—			(18.9	)
Total Corporate expense	$	(68.8	)	$	(39.7	)	$	(294.9	)
Acquisition-related and integration charges (a)	$	—		$	0.1		$	2.2

^(a)  Acquisition-related and integration charges are included in Corporate expense

Total Corporate expense increased by $29.1 million, or 73.3%, in 2021 compared to 2020, primarily related to higher compensation and benefit costs of $12.0 million, or 30.2%, and transaction related expenses of $8.2 million, or 20.7%.

Total Corporate expense was lower by $255.2 million in 2020 compared to 2019, primarily due to the absence of a pre-tax asbestos provision, net of insurance recoveries of $229.0 million and a pre-tax environmental provision, net of reimbursements of $18.9 million.

Interest and Miscellaneous Income, net

(in millions) For the year ended December 31,	2021			2020			2019
Interest income	$	1.3		$	2.0		$	2.3
Interest expense	$	(5.1	)	$	(13.5	)	$	(2.4	)
Related party interest income	$	16.1		$	15.9		$	15.1
Miscellaneous income, net	$	14.4		$	10.2		$	3.8

Interest expense decreased $8.4 million, or 62.2%, in 2021, resulting from the repayment of the 2020 364-Day Credit Agreement in April 2021 and lower amounts outstanding under the commercial paper facility beginning in the second quarter of 2021. Miscellaneous income, net, increased $4.2 million, or 41.2%, primarily reflecting a gain on sale of a property.

Interest expense increased $11.1 million, or 462.5%, in 2020 primarily related to additional debt associated with the 2020 364-Day Credit Agreement. Miscellaneous income, net increased $6.4 million, or 168.4%, primarily reflecting a higher net periodic pension benefit resulting from non-service pension cost adjustments related to a decrease in interest costs.

Income Tax

(in millions, except %) For the year ended December 31,	2021			2020			2019
Income before tax — U.S.	$	141.0		$	91.9		$	(66.1	)
Income before tax — non-U.S.		136.3			107.4			137.9
Income before tax — worldwide	$	277.3		$	199.3		$	71.8
Provision for income taxes	$	42.9		$	33.2		$	10.7
Effective tax rate		15.5	%		16.7	%		14.9	%

Our effective tax rate is affected by a number of items, both recurring and discrete, including the amount of income we earn in different jurisdictions and their respective statutory tax rates, acquisitions and dispositions, changes in the valuation of our deferred tax assets and liabilities, changes in tax laws, regulations and accounting principles, the continued availability of statutory tax credits and deductions, and examinations initiated by tax

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authorities around the world. See “Application of Critical Accounting Estimates” in this section of the information statement for additional information about our provision for income taxes. A reconciliation of the statutory U.S. federal tax rate to our effective tax rate is set forth in Note 10, “Income Taxes” in the notes to the supplemental audited combined financial statements of Crane Company.

Liquidity and Capital Resources

(in millions) For the year ended December 31,	2021			2020			2019
Net cash (used for) provided by:
Operating activities	$	209.6		$	157.7		$	287.9
Investing activities		18.3			(219.5	)		(44.2	)
Financing activities		(250.8	)		183.0			(233.6	)
Effect of exchange rates on cash and cash equivalents		(5.7	)		14.5			1.8
(Decrease) increase in cash and cash equivalents	$	(28.6	)	$	135.7		$	11.9

(in millions) For the nine months ended September 30,	2022			2021
Net cash (used for) provided by:
Operating activities	$	(608.0	)	$	152.9
Investing activities		293.6			34.5
Financing activities		207.0			(295.6	)
Effect of exchange rates on cash and cash equivalents		(27.7	)		(6.6	)
Decrease in cash and cash equivalents	$	(135.1	)	$	(114.8	)

Our operating philosophy to deploy cash provided from operating activities, when appropriate, to provide value to shareholders by reinvesting in existing businesses, by making acquisitions that will strengthen and complement our portfolio, by divesting businesses that are no longer strategic or aligned with our portfolio and where such divestitures can generate capacity for strategic investments and initiatives that further optimize our portfolio, and by paying dividends and/or repurchasing shares. At any given time, and from time to time, we may be evaluating one or more of these opportunities, although we cannot assure you if or when we will consummate any such transaction.

Our current cash balance, together with cash we expect to generate from future operations, the proceeds of the Crane Company Term Loan and other sources of liquidity are expected to be sufficient to finance our short- and long-term capital requirements, as well as to fund payments associated with our environmental liabilities and expected pension contributions. In addition, we believe that if we have investment grade credit ratings following the spin-off, those ratings would aid us with any potential access to public and private debt markets. We cannot assure you what our credit ratings will be following consummation of the spin-off or at any time in the future.

Crane Holdings, Co. is the borrower under a $650 million, 5-year Revolving Credit Agreement, which was entered into in July 2021 and replaced the existing $550 million revolving credit facility. The CP Program that Crane Holdings, Co. maintains was also increased to permit the issuance of short-term, unsecured commercial paper notes in an aggregate principal amount outstanding not to exceed $650 million at any time (up from $550 million, previously). In August 2022, Crane Holdings, Co. entered into the 364-Day Credit Agreement and borrowed the Term Loans in an aggregate principal amount of $400 million under the 364-Day Credit Agreement. The proceeds were used to partially fund the $550 million contribution related to the Redco Sale. Please see Note 10 and Note 11 to the supplemental unaudited condensed combined financial statements of Crane Company for additional details.

On April 15, 2021, we repaid the amount outstanding under the 2020 364-Day Credit Agreement which we entered into to enhance financial flexibility and maintain maximum liquidity in response to the uncertainty in the global markets resulting from the COVID-19 pandemic.

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We intend to enter into the Crane Company Term Loan during the first quarter of 2023. Proceeds from the Crane Company Term Loan are expected to be used to pay a dividend to Crane Holdings, Co. No assurance can be given whether such financing will occur in the anticipated time frame on favorable terms, or at all.

See Note 14, “Financing,” in the notes to supplemental audited combined financial statements of Crane Company for further details regarding our financing arrangements.

As a result of the state of the capital markets, amongst other factors, the final capital structure of Crane NXT, Co. and Crane Company may differ than as assumed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane Company (Supplemental).”

Cash Flows – Nine Months Ended September 30, 2022 and 2021

Operating Activities

Cash used for operating activities was $608.0 million in the nine months ended September 30, 2022, as compared to cash provided by activities of $152.9 million during the comparable period of 2021. The increase in cash used for operating activities was primarily driven by the $550.0 million payment related to the divestiture of the asbestos-related assets and liabilities, together with increased working capital investments supporting higher levels of demand across most businesses. Net asbestos-related payments for the nine months ended September 30, 2022 and 2021 were $29.3 million and $29.6 million, respectively. As a result of the Redco Sale, we no longer have any obligation with respect to pending and future asbestos-related claims.

Investing Activities

Cash flows relating to investing activities consist primarily of cash used for acquisitions and capital expenditures, and cash provided by divestitures of businesses or assets. Cash provided by investing activities was $293.6 million in the nine months ended September 30, 2022, as compared to $34.5 million in the comparable period of 2021. The increase in cash provided by investing activities was primarily related to proceeds from the sale of Crane Supply of $318.1 million. Capital expenditures are made primarily for increasing capacity, replacing equipment, supporting new product development and improving information systems. We expect capital expenditures of approximately $40 million in 2022.

Financing Activities

Financing cash flows consist primarily of repayments of indebtedness, proceeds from the issuance of long-term debt and commercial paper, proceeds from the issuance of common stock and net transfers to Crane Holdings, Co. Cash provided by financing activities was $207.0 million during the nine months ended September 30, 2022, compared to cash used for financing activities of $295.6 million in the comparable period of 2021. The increase in cash provided by financing activities was primarily driven by the $399.4 million in net borrowings from the 364-Day Credit Agreement, compared to a $348.1 million repayment of the outstanding amount under the 2020 364-Day Credit Agreement in the nine months ended September 30, 2021. This was partially offset by $192.4 million of net transfers to parent in the nine months ended September 30, 2022 and $79.6 million of net transfers from parent in the nine months ended September 30, 2021.

Cash Flows – Years Ended December 31, 2021, 2020 and 2019

Operating Activities

Cash provided by operating activities, a key source of our liquidity, was $209.6 million in 2021, compared to $157.7 million in 2020. The increase in cash provided by operating activities was primarily driven by higher net income, partially offset by higher asbestos-related payments. Net asbestos-related payments in 2021 and 2020 were $44.9 million and $31.1 million, respectively. See Note 17, “Subsequent Events,” in the notes to the supplemental audited combined financial statements of Crane Company for further discussion of asbestos.

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Cash provided by operating activities was $157.7 million in 2020, compared to $287.9 million in 2019. The decrease in cash provided by operating activities was primarily driven by lower operating results, partially offset by lower working capital levels. Net asbestos-related payments in 2020 and 2019 were $31.1 million and $41.5 million, respectively.

Investing Activities

Cash flows relating to investing activities consist primarily of cash used for acquisitions, capital expenditures and cash provided by divestitures of businesses or assets. Cash provided by investing activities was $18.3 million in 2021, compared to cash used for investing activities of $219.5 million in 2020. The decrease in cash used for investing activities was driven by the acquisition of I&S in 2020 for $169.2 million. In addition, there was $30 million of net proceeds from the sale of marketable securities in 2021 compared to $30 million of cash used for the purchase of marketable securities in 2020. Capital expenditures are made primarily for increasing capacity, replacing equipment, supporting new product development and improving information systems. We expect capital expenditures of approximately $40 million in 2022.

Cash used for investing activities was $219.5 million in 2020, compared to $44.2 million in 2019. The increase in cash used for investing activities was driven by the acquisition of I&S in 2020 for $169.2 million. The increase also related to net cash used to purchase marketable securities of $30 million, partially offset by lower capital expenditures resulting from deferring certain capital expenditures in response to the COVID-19 pandemic.

Financing Activities

Financing cash flows consist primarily of repayments of indebtedness, proceeds from the issuance of long-term debt and commercial paper and proceeds from the issuance of common stock. Cash used for financing activities was $250.8 million in 2021, compared to cash provided by financing activities of $183.0 million in 2020. The increase in cash used for financing activities was driven by the $348.1 million repayment of the outstanding amount under the 2020 364-Day Credit Agreement in 2021, compared to proceeds of $343.9 million received from the same 2020 364-Day Credit Agreement in 2020, partially offset by transfers between the parent.

Cash provided by financing activities was $183.0 million in 2020, compared to cash used for financing activities of $233.6 million in 2019. The increase in cash provided by financing activities was driven by $343.9 million of borrowings under the 2020 364-Day Credit Agreement, partially offset by $122.2 million of net repayments of commercial paper in 2020 compared to $149.4 million of net proceeds of commercial paper in 2019.

Contractual Obligations

Under various agreements, we are obligated to make future cash payments in fixed amounts. These include payments under our long-term debt agreements and rent payments required under operating lease agreements. The following table summarizes our fixed cash obligations as of December 31, 2021:

	Payment due by Period
(in millions)	Total		2022		2023 -2024		2025 -2026		2027 and after
Operating lease payments		82.3		16.0		27.3		16.7		22.3
Purchase obligations		182.7		148.2		27.1		4.3		3.1
Pension and postretirement benefits (a)		525.4		50.9		101.1		106.6		266.8
Other long-term liabilities reflected on Consolidated Balance Sheets (b)		—		—		—		—		—
Total	$	790.4	$	215.1	$	155.5	$	127.6	$	292.2

^(a)  Pension benefits are funded by the respective pension trusts. The postretirement benefit component of the obligation is approximately $0.5 per year for which there is no trust and will be directly funded by us. Pension benefits are included through 2029.

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^(b)  As the timing of future cash outflows is uncertain, the following long-term liabilities (and related balances) are excluded from the above table: Long-term asbestos liability ($549.8), long-term environmental liability ($25.8) and gross unrecognized tax benefits ($21.4) and related gross interest and penalties ($3.4).

Application of Critical Accounting Estimates

The supplemental audited combined financial statements of Crane Company are prepared in accordance with GAAP. Our significant accounting policies are more fully described in Note 1, “Nature of Operations and Significant Accounting Policies” in the notes to the supplemental audited combined financial statements of Crane Company. Certain accounting policies require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. On an ongoing basis, we evaluate our estimates and assumptions, and the effects of revisions are reflected in the financial statements in the period in which they are determined to be necessary. For a discussion of Critical Accounting Estimates applicable to the audited consolidated financial statements of Crane, which are substantially similar to those applicable to the supplemental audited combined financial statements of Crane Company, please see the section of this information statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane—Application of Critical Accounting Estimates.” Additionally, the critical accounting estimate described below pertains directly to the supplemental audited combined financial statements of Crane Company.

Corporate Allocations

The Company has historically operated as part of Crane and not as a stand-alone company. Accordingly, certain shared costs including treasury, tax, accounting, human resources, audit, legal purchasing information technology and other such services have been allocated to the Company and are reflected as expenses in the accompanying financial statements. These expenses have been allocated based on several utilization measures including headcount, proportionate usage, and relative net sales. All such amounts have been deemed to have been incurred and settled by Crane Company in the period in which the costs were recorded.

Management considers the allocation methodologies used to be reasonable and appropriate reflections of the related expenses attributable to the Company for purposes of the carve-out financial statements; however, the expenses reflected in these financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if the Company had operated as a separate stand-alone entity. The amounts that would have been, or will be incurred, on a stand-alone basis could differ from the amounts allocated due to economies of scale, difference in management judgment, a requirement for more or fewer employees or other factors. Management does not believe that it is practicable to estimate what these expenses would have been had Crane Company operated as an independent entity, including any expenses associated with obtaining any of these services from unaffiliated entities. In addition, the future results of operations, financial position and cash flows could differ materially from the historical results presented herein.

Please refer to Note 2, “Related Parties” in the notes to supplemental audited combined financial statements of Crane Company for a description of the Company’s corporate allocations and related-party transactions.

The allocated functional service expenses and general corporate expenses for the years ended December 31, 2021, 2020, and 2019 were $62.2 million, $37.6 million, and $49.0 million, respectively, and are included in “Selling, general and administrative” in the supplemental audited combined statements of operations of Crane Company.

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MANAGEMENT

Executive Officers and Directors Following the Spin-Off

Executive Officers

Following the spin-off, Crane Company will be an independent, publicly traded company. The following table sets forth information regarding individuals who are expected to serve as Crane Company’s executive officers, including their positions after the spin-off, and is followed by biographies of each such executive officer. While some of Crane Company’s executive officers are currently officers and employees of Crane Holdings, Co., after the spin-off, none of these individuals will be employees or officers of Crane NXT. The information set forth below is as of December 15, 2022.

Name	Age	Position
Max H. Mitchell	59	President and Chief Executive Officer
Richard A. Maue	52	Senior Vice President and Chief Financial Officer
Anthony M. D’Iorio	59	Senior Vice President, General Counsel and Secretary
Alejandro Alcala	47	Senior Vice President
[TBD]	[●]	[●]

Max H. Mitchell

Max H. Mitchell was appointed President and Chief Executive Officer and a Director of Crane in January 2014. Mr. Mitchell has been with Crane since 2004, in previous roles as President of Crane’s Fluid Handling Group, Executive Vice President and Chief Operating Officer for all of Crane, and President and Chief Operating Officer.

Before joining Crane, Mr. Mitchell served in various operating roles for the Pentair Tool Group and divisions within the Danaher Corporation. Mr. Mitchell began his career with the Ford Motor Company in finance and operations. Mr. Mitchell, a native of Pittsburgh, obtained his MBA in Finance from the University of Pittsburgh, Katz Graduate School of Business and his BA from Tulane University. He is on the Board of Directors of Lennox International, Inc., a member of the G100, on the Board of Trustees of Manufacturing Alliance for Productivity and Innovation, and previously served on the Board of the Valve Manufacturing Association of America.

Richard A. Maue

Richard A. Maue joined Crane as Vice President, Controller & Chief Accounting Officer in August 2007. He served in that capacity until May 2010, when he became Co-Chief Financial Officer. In January 2013, Mr. Maue was promoted to Vice President, Finance & Chief Financial Officer, assuming full responsibility for all finance functions at Crane. In January 2019, Mr. Maue was promoted to Senior Vice President, and in March 2019, he also assumed segment leadership responsibility for Crane’s A&E segment.

Prior to joining Crane, Mr. Maue worked at Paxar Corporation as Vice President, Controller and Chief Accounting Officer. Prior to Paxar, Mr. Maue worked at Protiviti, Inc. as a Director in their Internal Audit Practice. Mr. Maue started his career in the audit and business advisory practice at Arthur Andersen.

Anthony M. D’Iorio

Anthony M. D’Iorio joined Crane in 2005 as Assistant General Counsel and Assistant Secretary, was promoted to Deputy General Counsel in 2013 and was appointed to his current position in February 2018. Prior to joining Crane, Mr. D’Iorio served as Vice President, General Counsel and Secretary of ALSTOM Inc., the U.S.

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subsidiary of French based ALSTOM SA, serving the energy and transportation markets (1998-2004), and practiced law in New York City at Hughes Hubbard & Reed, LLP (1995-1998) and Mudge Rose Guthrie Alexander & Ferdon (1988-1995).

Alejandro Alcala

Alejandro Alcala joined Crane in 2013 as President of Crane Pumps & Systems. Mr. Alcala served in that capacity until 2014, when he was promoted to President of Crane ChemPharma & Energy. In March 2020, Mr. Alcala was promoted to Senior Vice President, Crane. Mr. Alcala is responsible for overseeing Crane’s PFT segment, as well as the Regional Presidents (China, India and the Middle East & Africa).

Prior to Crane, Mr. Alcala had a successful career with Eaton Corporation holding various operations and strategic marketing positions. Mr. Alcala completed dual Bachelors of Science degrees in Mechanical and Electrical Engineering, graduating from Instituto Tecnologico Y De Estudios Superiores De Monterey in Monterey Mexico. Mr. Alcala later completed an MBA from the Ross School of Business at the University of Michigan.

[TBD]

[●]

Directors

The following table sets forth information with respect to those persons who are expected to serve on Crane Company’s Board of Directors following the completion of the spin-off, and is followed by biographies of each such individual. The nominees have been elected by Crane Company’s sole stockholder, Crane Holdings, Co., to serve on Crane Company’s Board of Directors effective as of the spin-off. The information set forth below is as of [●].

Name	Age	Title
[TBD]	[●]	[●]

[Director Biographies TBD]

Board Committees

Effective upon the completion of the spin-off, Crane Company’s Board of Directors is expected to have four standing committees: an Audit Committee, a Management Organization and Compensation Committee, a Nominating and Governance Committee and an Executive Committee. The principal functions of each committee are briefly described below. Crane Company intends to comply with the listing requirements and other rules and regulations of the NYSE, or a comparable public market, as amended or modified from time to time, with respect to each of these committees and each of these committees will be comprised exclusively of independent directors. Additionally, Crane Company’s Board of Directors may, from time to time, establish other committees to facilitate Crane Company’s Board of Directors’ oversight of management of the business and affairs of Crane Company.

Audit Committee

The Audit Committee will be Crane Company’s Board of Directors’ principal agent in fulfilling legal and fiduciary obligations with respect to matters involving Crane Company’s accounting, auditing, financial reporting, internal control, legal compliance functions and conflicts of interest. The Audit Committee is expected

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to have the authority and responsibility for the appointment, retention, compensation and oversight of our independent auditors. All members of the Audit Committee will meet the independence and expertise requirements of the NYSE, and all will qualify as “independent” under the provisions of SEC Rule 10A-3. In addition, the Audit Committee will include members that Crane Company’s Board of Directors determines to be “audit committee financial experts” as defined in regulations of the SEC.

Management Organization and Compensation Committee

The duties of the Management Organization and Compensation Committee are expected to include: coordinating the annual evaluation of the Chief Executive Officer; recommending to Crane Company’s Board of Directors all actions regarding compensation of the Chief Executive Officer; approving the compensation of other executive officers and reviewing the compensation of other officers and business unit presidents; reviewing director compensation; administering the annual incentive compensation plans and stock incentive plan; reviewing and approving any significant changes in or additions to compensation policies and practices, including benefit plans; and reviewing management development and succession planning policies. All members of the Management Organization and Compensation Committee will meet the independence requirements of the NYSE.

Nominating and Governance Committee

The duties of the Nominating and Governance Committee are expected to include developing criteria for selection of and identifying potential candidates for service as directors, policies regarding tenure of service and retirement for members of the Board of Directors and responsibility for and oversight of corporate governance matters, including director independence. All members of the Nominating and Governance Committee will meet the independence requirements of the NYSE.

Executive Committee

Crane Company’s Board of Directors is also expected to establish an Executive Committee, which will meet when a quorum of the full Board of Directors cannot be readily convened. The Executive Committee is expected to have the authority to exercise any of the powers of the Board of Directors, except for approving an amendment of Crane Company’s amended and restated certificate of incorporation or amended and restated by-laws; adopting an agreement of merger or sale of all or substantially all of Crane Company’s assets or dissolution of Crane Company; filling vacancies on the Board of Directors or any committee thereof; or electing or removing officers.

Family Relationships

There are no family relationships among any of Crane Company’s directors or executive officers.

Corporate Governance Guidelines

Crane Company’s Board of Directors is expected to adopt corporate governance guidelines (the “Corporate Governance Guidelines”) that will provide a framework for the effective governance of the Company. The Corporate Governance Guidelines will address matters such as Crane Company’s Board of Directors’ duties, director independence, director responsibilities, board structure and operation, director criteria and qualifications, board succession planning, board compensation, management evaluation and development, board orientation and training.

Director Independence

Crane Company’s Board of Directors will annually determine the independence of each director and nominee for election as a director under the NYSE’s, or a comparable public market’s, independence standards and the Corporate Governance Guidelines. A majority of Crane Company’s Board of Directors will be comprised of independent directors upon completion of the spin-off.

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Director Qualification Standards

The charter of the Nominating and Governance Committee of Crane Company’s Board of Directors, which is expected to be adopted in connection with the spin-off, will provide that the Nominating and Governance Committee identify and recommend to Crane Company’s Board of Directors nominees for election to, or for filling any vacancy on, Crane Company’s Board of Directors in accordance with Crane Company’s amended and restated by-laws, the Corporate Governance Guidelines and such committee’s charter. The Nominating and Governance Committee may also consider such other factors as it may deem to be in the best interests of Crane Company and its stockholders. The Nominating and Governance Committee is expected to periodically review the requisite skills, expertise, diversity and other characteristics of board members. Crane Company believes it appropriate and important that at least one key member of Crane Company’s management participate as a member of Crane Company’s Board of Directors. In appropriate circumstances, this number may be increased.

Whenever the Nominating and Governance Committee concludes, based on the reviews or considerations described above or due to a vacancy, that a new nominee to Crane Company’s Board of Directors is required or advisable, it will consider recommendations from directors, management, stockholders and, if it deems appropriate, consultants retained for that purpose. In such circumstances, it will evaluate individuals recommended by stockholders in the same manner as nominees recommended from other sources.

In considering candidates submitted by stockholders, the Nominating and Governance Committee will take into consideration the needs of Crane Company’s Board of Directors and the qualifications of the candidate. A stockholder proposing to nominate a director must provide certain information about the nominating stockholder and the director nominee, including the following information, and must update such information as of the record date for the meeting:

• the number of shares of Crane Company stock, including details regarding any derivative securities, held by the nominating stockholder and the director nominee and any of their respective affiliates or associates;

• a description of any agreement regarding how the director nominee would vote, if elected, on a particular matter, including a representation that there are no other understandings, obligations or commitments;

• a description of any agreement with respect to compensation as a director from any person other than Crane Company, including a representation that there are no other understandings, obligations or commitments;

• a representation that the director nominee will comply with all publicly disclosed Crane Company Board of Directors’ policies, including those relating to confidentiality;

• a completed questionnaire similar to the one required of existing directors, a copy of which the Corporate Secretary will provide upon request;

• a description of any material interest the nominating stockholder has in any such nomination; and

• any other information about the proposed candidate that would, under the SEC’s proxy rules, be required to be included in Crane Company’s proxy statement if the person were a nominee.

Such notice will be required to also be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director, if elected. A complete description of the requirements relating to a stockholder nomination will be set forth in Crane Company’s amended and restated by-laws.

Role of Crane Company’s Board of Directors in Risk Oversight

Crane Company’s Board of Directors recognizes its duty to assure itself that Crane Company has effective procedures for assessing and managing risks to Crane Company’s operations, financial position and reputation,

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including compliance with applicable laws and regulations. It is expected that Crane Company’s Board of Directors will charge its Audit Committee with responsibility for monitoring Crane Company’s processes and procedures for risk assessment, risk management and compliance, which includes receiving regular reports on environmental remediation activities, and on any violations of law or company policies and resultant corrective action. It is expected that the Audit Committee will receive presentations regarding these matters from management at each in-person meeting (at least quarterly). It is expected that Crane Company’s Director of Compliance and Ethics, as well as the Chief Audit Executive, will have regular independent communications with the Audit Committee. It is expected that the Chair of the Audit Committee will report any significant matters to Crane Company’s Board of Directors as part of his or her reports on the Audit Committee’s meetings and activities.

It is expected that Crane Company’s Board of Directors will receive an annual presentation by management on Crane Company’s risk management practices. It is also expected that Crane Company’s Board of Directors also will receive reports from management at each meeting regarding operating results, pending and proposed acquisition and divestiture transactions (each of which must be approved by Crane Company’s Board of Directors before completion), capital expenditures (material capital expenditures require Crane Company Board of Directors’ approval) and other matters.

In addition, the Management Organization and Compensation Committee of the Crane Company Board of Directors (the “Crane Company Compensation Committee”) will establish a process for assessing the potential that Crane Company’s compensation plans and practices may encourage executives to take risks that are reasonably likely to have a material adverse effect on Crane Company.

Coordination Among Board Committees Regarding Risk Oversight

AUDIT COMMITTEE	MANAGEMENT ORGANIZATION AND COMPENSATION COMMITTEE	NOMINATING AND GOVERNANCE COMMITTEE
•  Financial reporting risk •  Legal and compliance risk •  Selection, performance assessment and compensation of the independent auditor •  Cybersecurity risk •  Fraud risk •  Environmental risk	•  Performance assessment and compensation of the CEO and other executive officers •  Management succession planning and intellectual capital development •  Risk review of incentive compensation arrangements	•  Governance risk •  Independence of directors •  Board succession planning •  Board and committee performance evaluation

Code of Business Conduct and Ethics

Upon the completion of Crane Company’s spin-off from Crane, Crane Company’s Board of Directors will adopt a code of business conduct and ethics (the “Code of Business Conduct and Ethics”) that applies to Crane Company’s directors, officers and employees. The Code of Business Conduct and Ethics will cover many areas of professional ethical conduct to deter wrongdoing and promote:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;

• full, fair, accurate, timely and understandable disclosure in Crane Company’s SEC reports and other public communications;

• compliance with applicable governmental laws, rules and regulations;

• prompt internal reporting of violations of law or the code to appropriate persons identified in the Code of Business Conduct and Ethics; and

• accountability for adherence to the Code of Business Conduct and Ethics, including fair process by which to determine violations.

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Any waiver of the Code of Business Conduct and Ethics for Crane Company’s directors or executive officers must be approved by a majority of Crane Company’s independent directors, and any such waiver shall be disclosed as required by law.

Compensation Committee Interlocks and Insider Participation

During Crane’s fiscal year ended 2021, Crane Company was not an independent company and therefore did not have a Management Organization and Compensation Committee or any other committee serving a similar function. Decisions as to the compensation of those who currently serve as Crane executive officers and who are expected to serve as Crane Company executive officers after the spin-off were made by Crane Holdings, Co., as described in the section of this information statement entitled “Compensation Discussion and Analysis.”

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

Crane Company is currently a wholly-owned subsidiary of Crane Holdings, Co., and the Crane Company Compensation Committee has not yet been formed. Decisions regarding the past compensation for Crane Company’s named executive officers while they were employed by Crane were made, as applicable, by Crane’s senior management or the Crane Holdings, Co. Compensation Committee. After the distribution, Crane Company’s executive compensation programs, policies and practices for its executive officers will be established by the Crane Company Compensation Committee.

For purposes of this Compensation Discussion and Analysis and the following executive compensation tables, the individuals referred to as the “named executive officers” (or “NEOs”) are Crane Company’s Chief Executive Officer, Chief Financial Officer and, of the other individuals designated as Crane Company’s executive officers, the three most highly compensated based on 2021 compensation from Crane. The individuals designated as Crane Company’s named executive officers are listed below.

• Max H. Mitchell, President and Chief Executive Officer

• Richard A. Maue, Senior Vice President and Chief Financial Officer

• Anthony M. D’Iorio, Senior Vice President, General Counsel and Secretary

• Alejandro Alcala, Senior Vice President

• [TBD], [TBD]

The following sections of this Compensation Discussion and Analysis describe Crane’s executive compensation philosophy, executive compensation program elements and certain of Crane’s executive compensation plans, policies and practices, as well as, to the extent known, certain aspects of Crane Company’s anticipated compensation structure following the distribution.

• Section 1 – Crane Compensation Philosophy and Principles

• Section 2 – Principal Elements of Crane’s Executive Compensation Program

• Section 3 – Compensation Decision-Making Process

• Section 4 – Policies and Practices Related to Crane’s Executive Compensation Program

• Section 5 – Going Forward Crane Company Compensation Arrangements

Section 1 – Crane Compensation Philosophy and Principles

The Crane Holdings, Co. Compensation Committee is firmly committed to implementing a compensation program that aligns management and stockholder interests, encourages executives to drive sustainable stockholder value creation and helps retain key personnel. This core philosophy is embedded in the following principles, which guide all aspects of Crane’s compensation program:

Crane believes that compensation should be directly linked to performance and highly correlated to stockholder value. The principles that guide Crane’s decisions involving executive compensation are that compensation should be:

1. Based on performance: overall performance of Crane; performance of the executive’s business unit, as applicable; and individual performance of the executive.

2. Aligned with the annual operating plan and longer term strategic plans and objectives to build sustainable value for stockholders.

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3. Competitive given relevant and appropriate market conditions in order to attract and retain highly qualified executives.

4. Consistent with high standards of corporate governance and designed to avoid encouraging executives to take risks that are reasonably likely to have a material adverse effect on Crane or to behave in ways that are inconsistent with Crane’s objectives, values, and standards of behavior.

Crane designs its performance-based incentive compensation so that variation in performance will result in meaningful variation in the earned compensation paid to its named executive officers and other key executives. Thus, actual compensation amounts will vary above or below targeted levels depending on the performance of Crane and/or the business unit and achievement of individual performance goals.

Section 2 – Principal Elements of Crane’s Executive Compensation Program

The following table summarizes the principal elements of Crane’s executive officer compensation program.

Compensation Element	Principal Objectives	Key Characteristics
Base Salary	To provide a fixed amount for performing the duties and responsibilities of the position	•  Determined based on overall performance, level of responsibility, competitive compensation data and comparison to other company executives
Annual Incentive Plan	To motivate executive officers to achieve annual financial performance goals	•  Payment based on achievement of business unit and company-wide performance goals relative to annual pre-established targets
Performance-Based Restricted Share Units (“PRSUs”)*	To motivate executive officers to drive long-term profitable growth	•  Number of shares actually earned based on relative total stockholder return (share price appreciation plus reinvested dividends) (“TSR”) •  Earned shares vest upon conclusion of the three-year performance period
Stock Options	To attract and retain executive officers and align their interests with long-term stockholder interests	•  Grants vest ratably over four years •  Value realized dependent on company stock price appreciation
Time-Based Restricted Share Units (“TRSUs”)	To retain executive officers and drive profitable growth	•  Grants vest ratably over four years •  Value realized varies with company stock price performance

* PRSUs and TRSUs may be collectively referred to in this information statement as “RSUs” or “restricted share units.”

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Base Salary

Base salary is fixed compensation paid to each executive for performing normal duties and responsibilities. Crane determines the amount at the date of hire based on competitive market data, current salary levels within the company and the salary level needed to attract the particular executive. Crane reviews and determines the amount annually based on the executive’s overall performance, competitive compensation data, level of responsibility and comparison to other Crane executives.

2021 Base Salaries for Named Executive Officers

The following table sets forth the base salary of each of Crane’s named executive officers as of December 31, 2021, who are expected to serve as Crane Company executive officers after the spin-off.

Named Executive Officer	Base Salary as of December 31, 2021
M. H. Mitchell	$	1,200,000
R. A. Maue	$	685,568
A. M. D’Iorio	$	500,036
A. Alcala	$	468,595
[TBD]		[TBD	]

Annual Incentive Compensation

Crane pays its executive officers cash bonuses based on the attainment of company and business unit performance goals established in January and an assessment of individual performance conducted at the end of the year. Early in a given year, the Crane Holdings, Co. Compensation Committee establishes and approves the annual target bonus objectives and award opportunities for each NEO, subject to review and approval by Crane Holdings, Co.’s Board of Directors in the case of its Chief Executive Officer.

In making determinations about performance targets, the Crane Holdings, Co. Compensation Committee considers a variety of factors, including financial elements of the annual operating plan, comparison to prior year results, the general business outlook for the coming year, the opinions of analysts who follow Crane and its diversified industrial manufacturing peers.

Crane Holdings, Co.’s Chief Executive Officer and other officers participate in the discussions regarding annual incentive objectives so they can provide their input and understand the expectations of each incentive plan component. Each participating executive receives a confirmation of his or her annual bonus objectives and payout range after it has been approved by the Crane Holdings, Co. Compensation Committee (or by Crane Holdings, Co.’s Board of Directors, in the case of the Chief Executive Officer). Annual Incentive Plan (as defined below) objectives are not modified during the year, although the Crane Holdings, Co. Compensation Committee may determine to exclude certain special items impacting earnings from continuing operations per diluted share (“EPS”) or free cash flow, either known at the beginning of the year or occurring during the year.

The Crane Holdings, Co. Compensation Committee reviews the performance results for the Crane annual incentive plan (the “Annual Incentive Plan”), including Crane and business unit results and individual performance, at its regularly scheduled January meeting, which is generally the first meeting following the end of Crane Holdings, Co.’s fiscal year, in order that full-year performance may be considered. Based on this review, the Crane Holdings, Co. Compensation Committee determines and approves the annual cash bonuses for each of its executive officers.

For annual bonus and long-term stock-based compensation, the Crane Holdings, Co. Compensation Committee calibrates award values for targeted performance by reference to the 50th percentile of the market data for

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similarly sized companies, recognizing that the competitive range of the median is +/- 15% of the benchmarking data. Within that range, the competitive positioning for individual executives may vary above or below the median based on factors such as tenure, experience, proficiency in role and criticality to the organization. As noted above, the Crane Holdings, Co. Compensation Committee may determine to increase or decrease long-term stock-based compensation based on Crane and/or individual performance during the previous year, Crane Holdings, Co.’s stock price relative to historical stock price trends, availability of shares in Crane’s 2018 Amended and Restated Stock Incentive Plan (“2018 Stock Incentive Plan”) and other factors.

2021 Annual Incentive Objectives for Named Executive Officers

In 2021, the NEOs participated in the Annual Incentive Plan. Performance metrics for 2021 consisted of EPS and free cash flow (each as adjusted for special items by the Crane Holdings, Co. Compensation Committee for bonus calculation purposes under the Annual Incentive Plan, and which adjustments may in some cases differ from the adjustments made for reporting purposes), weighted 75% / 25% respectively, for the Chief Executive Officer and other corporate NEOs. In addition to the targeted performance goals, for each performance metric, the Crane Holdings, Co. Compensation Committee set minimum threshold and maximum cap values, so that actual payouts could range from 0% to 200% of the target award amounts.

In January 2021, the Crane Holdings, Co. Compensation Committee established an EPS target of $5.22 to align with Crane’s annual operating plan. The Crane Holdings, Co. Compensation Committee also established a payout range for EPS from $4.18 (0% payout) to $6.26 (200% payout). For free cash flow, the Crane Holdings, Co. Compensation Committee established a target of $267.1 million with a payout range from $187 million (0% payout) to $347.2 million (200% payout). Actual performance compared to annual incentive objectives for this group were as follows:

Corporate Objectives	Target ($)		Actual ($)		Performance relative to Target			Weight			Calculated Payout (%)
Adjusted EPS		5.22		7.08		200	%		75	%		150	%
Adjusted free cash flow		267.1M		455M		200	%		25	%		50	%
Weighted payout %												200	%

2021 Performance Targets and Bonuses for Operations NEO

For Mr. Alcala, a Senior Vice President who had responsibility at Crane for certain business operations, such as the PFT segment and operations in China, India and the Middle East & Africa, performance metrics for 2021 were operating profit (70% of target bonus) and free cash flow (30% of target bonus) based on results of the businesses for which he was responsible. While Mr. Maue had operational responsibility at Crane for the A&E segment, his bonus was based solely on his performance as Chief Financial Officer of Crane and not his operational responsibilities.

The performance metrics approved by the Crane Holdings, Co. Compensation Committee for Mr. Alcala were aggregate operating profit of the PFT segment, with a target of $132.1 million (100% payout) and a payout range from $105.5 million (0% payout) to $158.7 million (200% payout), and aggregate free cash flow from such businesses, with a target of $86.4 million (100% payout) and a payout range from $68.5 million (0% payout) to $104.1 million (200% payout). Actual performance for Mr. Alcala’s businesses compared to these annual incentive objectives are set forth in the tables immediately below.

Operations Objectives—A. Alcala (Process Flow Technologies)	Target ($)		Actual ($)		Performance relative to Target			Weight			Calculated Payout (%)
Operating profit		132.1M		177.3M		200	%		70	%		140	%
Free cash flow		86.4M		115.3M		200	%		30	%		60	%
Weighted payout %												200	%

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2021 Named Executive Officers’ Bonuses

In January 2022, the Crane Holdings, Co. Compensation Committee reviewed management’s reports on the performance of Crane, the relevant business units and the individual NEOs in 2021 against the relevant bonus objectives. In considering Crane’s performance, and consistent with past practice, the Crane Holdings, Co. Compensation Committee excluded certain special items as reported from earnings per share and free cash flow. The calculations resulted in a corporate percentage payout of 200% (for Mr. Alcala, see “Section 2: Principal Elements of Crane’s Executive Compensation Program—2021 Performance Targets and Bonuses for Operations NEO” in this section of the information statement).

The approved Crane payout percentages and cash bonuses for 2021 are as follows:

Named Executive Officer	Bonus Target (% of Salary)			Bonus Target ($)		Payout (%)		Bonus Paid ($)
M. H. Mitchell		120	%		1,440,000		200		2,880,000
R. A. Maue		75	%		514,176		200		1,028,352
A. M. D’Iorio		70	%		350,025		200		700,050
A. Alcala		70	%		328,017		200		656,033
[TBD]

Long-Term Equity Incentive Compensation

The 2018 Stock Incentive Plan is used to provide long-term incentive compensation through stock options and PRSUs, as well as retention of employees through TRSUs. Crane believes that employees approach their responsibilities more like owners as their holdings of, and potential to own, stock increase.

The Crane Holdings, Co. Compensation Committee determined an overall target dollar value for long-term equity incentive awards for the NEOs in 2021. In determining these amounts, the Crane Holdings, Co. Compensation Committee considered the competitive market data compiled by Frederic W. Cook & Co., Inc. (“FW Cook”), Crane and individual performance in 2020 and Crane’s historical grant practices, including the number of shares and the fair market value of the stock. The Crane Holdings, Co. Compensation Committee then allocated the total target dollar amount among the applicable award types, as follows: for Mr. Mitchell, 55% as PRSUs, 25% as stock options and 20% TRSUs; and for each of the other NEOs, 50% as PRSUs, 25% as stock options, and 25% as TRSUs. To determine the target number of PRSUs and the number of stock options and TRSUs, the Crane Holdings, Co. Compensation Committee divided the applicable dollar amount by the closing price of Crane Holdings, Co. common stock for the PRSUs and TRSUs and by the Black-Scholes accounting value for the stock options (rounded in each case to the nearest whole share) on the date the awards were approved.

2021 Long-Term Equity Incentive Compensation for Named Executive Officers

The table below sets forth, for each of Crane Company’s NEOs, the dollar value used by the Crane Holdings, Co. Compensation Committee and resulting number of Crane Holdings, Co. shares for the awards.

	Long-Term Incentive
	Stock Options				PRSUs*				TRSUs				LTI Total
	$		#		$		#		$		#		$
Named Executive Officer
M. H. Mitchell		1,275,000		61,239		2,805,000		35,692		1,020,000		12,979		5,100,000
R. A. Maue		312,500		15,010		625,000		7,953		312,500		3,976		1,250,000
A. M. D’Iorio		175,000		8,405		350,000		4,453		175,000		2,227		700,000
A. Alcala		150,000		7,205		300,000		3,817		150,000		1,909		600,000
[TBD]

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* As noted above, the Crane Holdings, Co. Compensation Committee determined the target number of PRSUs using the dollar amount shown above divided by $78.59, the closing price of Crane Holdings, Co. common stock on the date the awards were approved. In contrast, the amounts included in the “2021 Summary Compensation Table” and “2021 Grants of Plan-Based Awards” table are based on the grant date fair value of the PRSUs determined using financial accounting assumptions as required to be disclosed by SEC rules, determined to be $82.27 per share. As a result, the value of the PRSUs included in those tables differs from the values shown above. See footnote 1 to the “2021 Summary Compensation Table” on page 171 and footnote 5 to the “2021 Grants of Plan-Based Awards” table on page 175 for additional information on the grant date fair value of the PRSUs.

Selection of Performance Measures for Incentive Awards

Each year, the Crane Holdings, Co. Compensation Committee reviews the design of Crane’s long-term equity incentive awards to ensure alignment with the Crane’s long-term strategic goal of driving profitable growth, both organically and through acquisition, which Crane believes will increase stockholder value. For the PRSUs, the performance measure, established by the Crane Holdings, Co. Compensation Committee, is Crane Holdings, Co.’s TSR over a three-year period relative to the TSR of the constituent companies in the S&P Midcap 400 Capital Goods Group, a meaningful measure of stockholder value. As discussed further below, the principal performance measures selected by the Crane Holdings, Co. Compensation Committee to drive annual incentive compensation are, for Mr. Mitchell and other corporate executives, including Messrs. Maue and D’Iorio in 2021, adjusted EPS and free cash flow for Crane as a whole and, for Mr. Alcala who had direct or supervisory operating unit responsibility in 2021, Adjusted Operating Profit and free cash flow specific to those business units (see “Section 2: Principal Elements of Crane’s Executive Compensation Program—Annual Incentive Compensation” in this section of the information statement). The relative weighting of these metrics was designed to ensure an appropriate balance between profit achievement and maintaining a strong and efficient balance sheet.

PRSU Awards – 3-Year Performance Period Based on Relative TSR

The Crane Holdings, Co. Compensation Committee grants PRSUs with three-year performance vesting conditions based on relative total stockholder return as described below, thus directly linking this form of stock-based compensation to returns received by Crane Holdings, Co.’s stockholders relative to comparator industrial companies.

	PRSU Grants
Performance Level	CR Relative TSR		Shares Earned % of Target
Below Threshold		<25th percentile		0	%
Threshold		25th percentile		25	%
Target		50th percentile		100	%
Maximum		75th percentile		200	%

The vesting of PRSUs awarded to Crane Company’s NEOs in January 2021 are based on a relative measurement of TSR for Crane Holdings, Co. over the three-year period January 1, 2021, through December 31, 2023 (with the share price for such purpose being defined as the percentage return of the 20-day trading average closing price on the last trading day of the three-year period, versus the 20-day trading average closing price prior to the first trading day of the period), compared to TSRs of the other companies in the S&P Midcap 400 Capital Goods Group. Vesting of the PRSUs as shares of Crane Holdings, Co. common stock will be determined by the formula indicated above.

For TSR between the 25th and 50th percentiles and between the 50th and 75th percentiles, the vesting is interpolated on a straight-line basis. If Crane Holdings, Co.’s TSR for the three-year period is negative, the

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maximum vesting is capped at 100% regardless of performance relative to peers. In addition, the maximum value that can be earned under the PRSUs (total shares earned multiplied by the final share price) is capped at four times the original grant value. Holders of PRSUs are not entitled to receive dividends or dividend equivalent payments during the performance period, nor do dividends accrue, prior to vesting.

Stock Option Awards – Vest 25% Per Year Over Four Years

Under the 2018 Stock Incentive Plan, stock options must be granted with a per-share exercise price at no less than fair market value on the date of grant and are subject to vesting terms as established by the Crane Holdings, Co. Compensation Committee (currently 25% per year over four years). Stock option awards comprise 25% of the annual long-term incentive grant value for each NEO, vest ratably over four years and have 10-year terms. Accordingly, employees can realize a gain only if the share price increases from the date of grant, directly linking this component of incentive compensation to increases in stockholder value. Although broad market dynamics can strongly influence Crane Holdings, Co.’s share price, the Crane Holdings, Co. Compensation Committee believes that with stock options, senior level management employees are motivated to take actions that improve the share price, such as profitable sales growth through organic growth, as well as acquisitions, improvement in operating margins to generate increased operating profit and drive higher multiple valuations, and prudent use of free cash flow through capital expenditures, dividends, acquisitions, and stock repurchases.

TRSU Awards – Vest 25% Per Year Over Four Years

The 2018 Stock Incentive Plan also authorizes the Crane Holdings, Co. Compensation Committee to grant time-based restricted share units, or TRSUs, subject to such terms and conditions as the Crane Holdings, Co. Compensation Committee may deem appropriate. Like the stock options, the TRSUs granted to the NEOs vest ratably over four years, and dividends are paid on TRSUs prior to vesting.

Treatment of Long-Term Equity Incentive Compensation in Connection with the Distribution

For a description of the adjustments that are expected to be made to outstanding Crane Holdings, Co. awards, including those held by Crane Company’s named executive officers, in connection with the distribution, see the section of this information statement entitled “The Separation and Distribution—General—Treatment of Equity Incentive Arrangements.”

Retirement Benefits for Named Executive Officers

Messrs. Mitchell and D’Iorio have accrued retirement benefits under Crane’s defined benefit pension plan, which was closed to employees hired after 2005 and then frozen with no further benefit accruals effective December 31, 2012. The NEOs participate in a defined contribution retirement plan under which Crane contributes 3% of salary and bonus annually (the contribution rate was 2% prior to 2014), subject to the limitations on contributions to tax-qualified retirement plans under applicable federal tax regulations.

The NEOs also participate in Crane’s benefit equalization plan, which is designed only to restore retirement benefits under the Crane regular defined benefit pension plan that are limited by the Code; there is no supplemental benefit based on deemed service or enhanced compensation formulas. Benefits accrued under this plan are not funded or set aside in any manner. In the event of retirement at age 62 with 10 years of service, a participating executive would be eligible to receive benefits under that plan without the reduction factor set forth in Crane’s tax-qualified pension plan of 3% per year prior to age 65. The only NEO with a defined benefit account in this plan is Mr. Mitchell. This plan was also frozen as to defined benefit accruals effective December 31, 2012. Effective January 1, 2014, the benefit equalization plan was amended to cover participants’ benefits under the defined contribution retirement plan referenced above, and the Crane Holdings, Co. Compensation Committee extended the participation in this plan to certain senior leadership executives of Crane, including all of the NEOs.

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Other Compensation for Named Executive Officers

The “All Other Compensation” and “Change in Pension Value and Nonqualified Deferred Compensation Earnings” columns of the “2021 Summary Compensation Table” below and the accompanying footnotes set forth the details of other compensation received by the NEOs. In certain cases, such as Crane’s contributions to defined contribution plans and the increase in actuarial value of the defined benefit pension, such compensation is determined on the same basis as that used for all other employees. In other cases, such as automobile allowances, executive health exams, cybersecurity protection in the executive’s home network environment, and other personal benefits, the compensation is only provided to certain key employees (including the NEOs), and Crane has determined it to be reasonable and competitive compensation for the named executive officers in relation to general industry practices. For example, the NEOs are eligible for reimbursement for the cost of their executive physicals bi-annually, subject to an expense cap of $2,500. This benefit provides the NEOs with additional flexibility to proactively manage their health and wellness. The NEOs bear all taxes associated with such benefits.

Crane Holdings, Co. entered into time share agreements with Mr. Mitchell regarding personal use of corporate aircraft, including aircraft leased by Crane Holdings, Co. from a third-party operator. Under the agreements, Crane Holdings, Co. agrees to lease the aircraft to Mr. Mitchell pursuant to federal aviation regulations and to provide a qualified flight crew, and Mr. Mitchell agrees to pay Crane Holdings, Co. for each flight. The agreement with Mr. Mitchell provides that he is not required to reimburse Crane Holdings, Co. for personal use until the aggregate incremental cost reaches $100,000, and thereafter he is required to reimburse Crane Holdings, Co. for all incremental cost incurred above that amount. During 2021, the aggregate incremental cost to Crane Holdings, Co. for personal use of the aircraft by Mr. Mitchell, less amounts paid by him under the time share agreement, was $100,000.

Section 3 – Compensation Decision-Making Process

Crane Holdings, Co. Compensation Committee’s Role

The Crane Holdings, Co. Compensation Committee is responsible for oversight of Crane’s executive compensation program. With respect to the compensation of Crane Holdings, Co.’s Chief Executive Officer, the Crane Holdings, Co. Compensation Committee determines his compensation, subject to review and approval by Crane Holdings, Co.’s Board of Directors. With respect to Crane Holdings, Co.’s other executive officers, the Crane Holdings, Co. Compensation Committee determines their compensation after reviewing the recommendations of the Chief Executive Officer of Crane Holdings, Co. The Crane Holdings, Co. Compensation Committee administers the Annual Incentive Plan, reviewing and setting the performance targets for Crane Holdings, Co.’s Chief Executive Officer and other corporate officers subject to review by Crane Holdings, Co.’s Board of Directors, setting performance targets for all other participants after reviewing the recommendations of the Chief Executive Officer, and reviewing and approving the annual bonuses based upon actual performance. The annual bonus calculations are also reviewed by Crane’s independent auditors. The Crane Holdings, Co. Compensation Committee also administers the 2018 Stock Incentive Plan and approves all grants of stock options and restricted share units.

The Crane Holdings, Co. Compensation Committee is assisted in these responsibilities by its independent compensation consultant, FW Cook. Although Crane pays the fees and expenses of FW Cook, the firm is retained by the Crane Holdings, Co. Compensation Committee. FW Cook does not perform any other compensation related services for Crane. The Crane Holdings, Co. Compensation Committee reviews the independence of FW Cook each year and has concluded that its work for the Crane Holdings, Co. Compensation Committee has not raised any conflict of interest.

Role of CEO and Management

The Chief Executive Officer of Crane Holdings, Co. and certain other senior corporate officers play an important role in supporting the Crane Holdings, Co. Compensation Committee in the discharge of its responsibilities.

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Management maintains records and provides historical compensation data to the Crane Holdings, Co. Compensation Committee and FW Cook, as well as the annual operating plan and the actual performance results from which annual bonuses are determined. The Chief Executive Officer, together with other senior corporate officers, presents recommendations to the Crane Holdings, Co. Compensation Committee regarding performance targets under the Annual Incentive Plan and long-term equity incentives under the 2018 Stock Incentive Plan. The Chief Executive Officer and other officers participate in the discussions regarding annual and long-term incentive objectives so they can provide their input and understand the expectations for each incentive plan component.

Compensation Consultant and Market Data

Each year, FW Cook reviews Crane’s compensation peer group against certain size-related metrics and alignment with Crane’s business segments and complexity of operations. When and as appropriate, FW Cook proposes the addition of other companies to the compensation peer group to replace companies that have been acquired or made substantial changes to their business portfolio, or when Crane’s profile has materially changed due to mergers or acquisitions. The 20-company peer group below was used by FW Cook in 2020 to develop comparative compensation data for the Crane Holdings, Co. Compensation Committee in setting 2021 compensation targets. Notably, at the time Crane’s peer group was approved, their trailing fourth quarter revenues ranged from $1.4 billion to $7.1 billion with a median of $3.2 billion, which compared to Crane’s revenue of $3.4 billion. In addition, the peer group’s 12-month average market cap ranged from $1.7 billion to $20.6 billion, with a median of $6.2 billion compared with $4.4 billion for Crane. In July 2021, following the Crane Holdings, Co. Compensation Committee’s 2021 compensation actions, the Crane Holdings, Co. Compensation Committee approved the removal of AMETEK, Inc., from Crane’s peer group because its market cap of approximately $30 billion far exceeded Crane’s outside range for peer group participants.

Crane’s Compensation Peer Group for 2021

AMETEK, Inc. Carlisle Companies Incorporated Colfax Corporation Curtiss-Wright Corporation Donaldson Company, Inc. Dover Corporation Flowserve Corporation Hubbell Incorporated IDEX Corporation ITT Inc. Kennametal, Inc.* Pentair, plc Regal Beloit Corporation** Rexnord Corporation** Snap-On Incorporated SPX Flow Teledyne Technologies Incorporated The Timken Company Woodward, Inc. Xylem Inc.

* In July 2020, following the Crane Holdings, Co. Compensation Committee’s 2020 compensation actions, the Crane Holdings, Co. Compensation Committee approved the addition of Kennametal, Inc. to replace Esterline Technologies Incorporated, which had been acquired and was no longer a stand-alone publicly traded company.

** In October 2021, Regal Beloit Corporation and Rexnord Corporation effected a corporate spin-off transaction resulting in two entities, Regal Rexnord Corporation and Zurn Water. The entity formerly known as Rexnord Corporation was renamed Zurn Water.

FW Cook provides the Crane Holdings, Co. Compensation Committee with comparative compensation data on the peer companies from publicly available sources and, in addition, comparative compensation data compiled from general industry surveys with revenues ranging from $1.0 billion to $5.0 billion, appropriately size-adjusted to determine market values for companies of comparable size to Crane or a particular business unit, as applicable. This data includes base salary, target bonus opportunity and long-term incentive compensation for its named executive officers. The Crane Holdings, Co. Compensation Committee uses this comparative data during its review of salaries, annual target cash incentive compensation and aggregate stock option and restricted share unit grant values for its named executive officers, with the view that all elements of target total direct compensation should be calibrated by reference to the 50th percentile of competitive market data for targeted

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performance, with significant upside potential for performance that exceeds target and lesser (or zero) payouts if performance is below target. The Crane Holdings, Co. Compensation Committee may use its judgment and discretion to vary the award values, based on Crane’s and individual performance during the previous year, historical stock price trends, the impact of unforeseen events beyond management’s control and other factors.

Crane’s comparator group for PRSUs granted in January of 2021 is the S&P Midcap 400 Capital Goods Group, consisting of approximately 40 companies, with roughly a quarter of those companies in Crane’s compensation peer group. The Crane Holdings, Co. Compensation Committee selected the larger comparator group for PRSU purposes based on the view (with which FW Cook concurs) that a larger group is appropriate for measuring relative TSR over a three-year period because (i) company size is less relevant for TSR comparisons than benchmarking target pay levels, (ii) the larger group best represents the universe of companies with which Crane competes for investor capital and (iii) it is less likely to be meaningfully affected by the loss of constituent companies during the period. In addition, the S&P Midcap 400 Capital Goods Group is a regularly published listing with all the necessary data to make the required calculations.

Section 4 – Policies and Practices Related to Crane’s Executive Compensation Program

The following discussion describes important executive compensation policies and practices adopted by Crane. We expect Crane Company to adopt similar policies and practices at the time of the distribution.

Crane’s Stock Ownership Guidelines

Crane’s stock ownership guidelines for executive officers are expressed as a multiple of base salary:

Executive Level	Minimum
Ownership Level
CEO	6 x Base Salary
CFO	5 x Base Salary
Executive Officers-CEO Direct Reports	4 x Base Salary
Other Executive Officers	3 x Base Salary

Shares that count toward the satisfaction of the guidelines are (i) shares owned by the executive, (ii) shares held in the executive’s 401(k) account, and (iii) the after-tax value (65%) of TRSUs held by the executive. Neither unearned or unvested PRSUs nor unexercised stock options count for purposes of the guidelines. The policy permits executives to sell up to 50% of the net shares realized upon an option exercise or vesting of restricted share units (i.e., the total shares covered by the option exercised or the restricted share unit grant vesting less the number of shares surrendered to pay the exercise price and satisfy tax withholding obligations), while retaining at least 50% of such net shares in order to meet the stock ownership guidelines. Once such guidelines are met, the policy permits executives to sell any shares held above the required ownership guidelines.

Policies with Respect to Timing of Stock-Based Awards and Exercise Price of Stock Options

Annual grants of stock options and restricted share units to executive officers are made at the Crane Holdings, Co. Compensation Committee’s regular January meeting, in order that full-year performance may be considered. The Crane Holdings, Co. Compensation Committee also grants stock options and restricted share units at other dates to newly hired or promoted executives. All options must be granted at an exercise price that is at least equal to 100% of the fair market value of Crane Holdings, Co.’s common stock on the date of grant. Fair market value on a given day is defined as the closing market price on that day.

Policy with Respect to Hedging and Pledging of Company Stock

Certain forms of hedging or monetization transactions allow an individual to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock, allowing

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the benefit of continued ownership of the stock without the full risks and rewards of ownership. When that occurs, the individual may no longer have the same objectives as Crane Holdings, Co.’s other stockholders. For this reason, Crane Holdings, Co.’s Board of Directors has maintained a longstanding policy prohibiting any director, executive officer, or any other designated employee who qualifies as an insider from (i) entering into any hedging or other transaction to limit the risk of ownership of Crane Holdings, Co. stock or (ii) pledging Crane Holdings, Co. stock to secure any loan or advance of credit.

Clawback Policy

Crane’s Compensation “Clawback” Policy provides a means for the recovery of certain incentive compensation awards if Crane’s financial statements are restated due to fraud or similar misconduct by any executive officers. Under the clawback policy, Crane may recoup from the Chief Executive Officer, the Chief Financial Officer, the General Counsel, Controller, Treasurer and any other executive officers, who are determined to have participated in the misconduct: (i) the annual incentive compensation awards and other bonus compensation, and (ii) all proceeds from stock option exercises or sales of shares received in settlement of restricted share units within one year after the filing of the financial statement that is later restated. Under this policy, the Crane Holdings, Co. Compensation Committee is authorized by Crane Holdings, Co.’s Board of Directors to pursue a financial recovery against the offending officers when Crane Holdings, Co.’s Board of Directors determines that a triggering event has occurred.

Tax Deductibility of Crane’s Incentive Compensation

To the extent consistent with other compensation objectives, the Crane Holdings, Co. Compensation Committee has sought to minimize Crane’s compensation-related tax burden. Section 162(m) of the Code limits Crane’s deduction to $1 million for annual compensation paid to its covered employees, as defined in section 162(m) of the Code.

Section 5 – Going Forward Crane Company Compensation Arrangements

Overview

In connection with the spin-off, Crane Company generally expects to adopt compensation and benefit plans that are similar to those in effect at Crane prior to the spin-off. While Crane Company’s executive compensation philosophy and practices will initially mirror those at Crane, following the spin-off, the Crane Company Compensation Committee will consider and develop Crane Company’s compensation programs, plans, philosophy and practices, consistent with Crane Company’s businesses’ needs and goals. Below is a summary of certain executive compensation-related program and arrangements that we anticipate being put into effect at Crane Company in connection with the distribution. Crane Company also intends to adopt the Crane Company 2023 Stock Incentive Plan (which is described in the section of this information statement entitled “Crane Company 2023 Stock Incentive Plan”) to be used as the source for equity compensation awards by Crane Company after the distribution.

Change in Control Agreements with Named Executive Officers

Each of Crane’s NEOs has an agreement that, in the event of a change in control of Crane, provides for continued employment for a period of three years or until normal retirement following the change in control. Upon termination within such employment period after a change in control, either by the employer without cause or by the executive with “Good Reason” for constructive termination, the executive is entitled to receive a multiple of base salary and average annual bonus payments based on the number of years in the employment period, and certain other benefits. The annual incentive plans, stock options and restricted share units of Crane Holdings, Co. contain similar features which accelerate vesting in the event of termination following a change in control. These

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change in control agreements do not provide for any tax gross-ups, and instead cap the payments to the employee to the extent that such payments, together with accelerated vesting of stock options and restricted share units of Crane Holdings, Co., would trigger any excise tax under section 4999 of the Code resulting from such payments (and if capping the payments provides the employee with a larger after-tax payment). Prior to the distribution date, Crane Holdings, Co. will assign to Crane Company all of Crane Holdings, Co.’s rights and obligations arising under the change in control agreements which are applicable to employees who will be employed by Crane Company after the distribution. Crane NXT, Co. will continue to be responsible for and remain obligated under the change in control agreements which are applicable to employees who will be employed by Crane NXT, Co. after the distribution.

Indemnification Agreements with Named Executive Officers

Crane has entered into indemnification agreements with its NEOs, the form of which was approved by stockholders at Crane’s 1987 annual meeting of stockholders. The indemnification agreements require Crane to indemnify such officers to the full extent permitted by law against any and all expenses (including advances of expenses), judgments, fines, penalties and amounts paid in settlement incurred in connection with any claim against the indemnified person arising out of services as a director, officer, employee, trustee, agent or fiduciary of Crane or for another entity at the request of Crane and either to maintain directors and officers liability insurance coverage or to the full extent permitted by law to indemnify such person for the lack of such insurance. Prior to the distribution date, Crane Holdings, Co. will assign to Crane Company all of Crane Holdings, Co.’s rights and obligations arising under the indemnification agreements which are applicable to employees who will be employed by Crane Company after the distribution. Crane NXT, Co. will continue to be responsible for and remain obligated under the indemnification agreements which are applicable to employees who will be employed by Crane NXT, Co. after the distribution.

Use of Company Aircraft

Crane Holdings, Co. has entered into a time share agreement with Mr. Mitchell regarding personal use of the corporate aircraft, including the aircraft leased by Crane Holdings, Co. from a third-party operator. Under the agreement, Crane Holdings, Co. agrees to lease the aircraft to Mr. Mitchell pursuant to federal aviation regulations and to provide a qualified flight crew, and Mr. Mitchell agrees to pay Crane Holdings, Co. for each flight. The agreement with Mr. Mitchell provides that he is not required to reimburse Crane Holdings, Co. for personal use until the aggregate incremental cost reaches $100,000, and thereafter is required to reimburse Crane Holdings, Co. for all incremental cost incurred above that amount. It is expected that the time share agreement with Mr. Mitchell will be assigned to Crane Company in connection with the spin-off.

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DIRECTOR COMPENSATION

Our director compensation program will be subject to the review and approval by the Crane Company Compensation Committee after the spin-off. The Crane Holdings, Co. Compensation Committee, after consultation with its independent consultants, has approved an initial director compensation program for Crane Company that is designed to enable ongoing attraction and retention of highly qualified directors and to address the time, effort, expertise and accountability required of active membership.

The members of the Crane Company Board of Directors, other than Mr. Mitchell (who will not receive compensation for his services as a director), are expected to receive the following compensation:

• A retainer of $230,000 per year, payable $90,000 in cash and $140,000 in the form of Deferred Stock Units (“DSUs”) of equivalent value; the terms of DSUs are described below. A director may also elect to receive up to 100% of the cash retainer in DSUs or elect to receive all or a portion of the cash retainer in fully vested shares of Crane Company stock;

• A retainer of $25,000 per year for the Chair of the Audit Committee, payable in cash;

• A retainer of $17,500 per year for each of the Chair of the Management Organization and Compensation Committee and the Chair of the Nominating and Governance Committee, payable in cash; and

• A retainer of $10,000 per year for each member of the Audit Committee other than the Chair; $7,500 per year for each member of the Management Organization and Compensation Committee or the Nominating and Governance Committee other than the Chair; and $2,000 per year for each member of the Executive Committee other than the chief executive officer, in each case, payable in cash.

No meeting fees will be paid unless the total number of meetings exceeds three more than the regularly scheduled meetings of the Crane Company Board of Directors and the relevant committees.

We expect to grant DSUs to Crane Company’s non-employee directors on or shortly following the date of Crane Company’s first annual meeting of stockholders. Any DSUs would be granted pursuant to the Crane Company 2023 Stock Incentive Plan and will be forfeitable if the director ceases to remain a director until Crane Company’s next annual meeting, except in the case of death, disability or change in control. After a non-employee director leaves Crane Company’s Board of Directors, the director’s vested DSUs will be paid out in an equivalent number of shares of Crane Company stock, plus accumulated dividends.

For a description of the adjustments that are expected to be made to outstanding Crane Holdings, Co. equity-based compensation awards, including those held by Crane Company directors who previously served on the Board of Directors of Crane Holdings, Co. in connection with the distribution, see the section of this information statement entitled “The Separation and Distribution—General—Treatment of Equity Incentive Arrangements.”

Stock Ownership Guidelines for Directors

Prior to the spin-off, the Crane Holdings, Co. Board of Directors will put into place stock ownership guidelines for Crane Company non-employee directors substantially similar to those currently applicable to Crane Holdings, Co., which will be subject to the review and approval of the Crane Company Compensation Committee after the spin-off. Each Crane Company non-employee director will be required to hold shares of Crane Company stock having a fair market value not less than five times the cash portion of the annual retainer for directors. A director must have attained this ownership level by the fifth anniversary of his or her first election as a director of Crane Company. If a director does not meet the ownership requirement after this five-year period, then the director is not permitted to sell Crane Company stock until achieving the required ownership level.

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EXECUTIVE COMPENSATION

Historical Compensation of Executive Officers Prior to the Spin-off

The “2021 Summary Compensation Table” below summarizes the total compensation for 2021, 2020, and 2019 paid to or earned by each of Crane Company’s named executive officers as employees of Crane.

The amounts and forms of compensation reported below are not necessarily indicative of the compensation that Crane Company’s NEOs will receive from Crane Company following the spin-off, which could be higher or lower, because historical compensation was determined by Crane relative to roles and responsibilities that may not be indicative of the expected future roles and responsibilities in Crane Company.

2021 Summary Compensation Table

Name and Principal Position	Year		Salary ($)		Stock Awards ($)(1)		Option Awards ($)(2)		Non- Equity Incentive Plan Compensation ($)(3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)		All Other Compensation ($)(5)		Total ($)
Max H. Mitchell President and Chief Executive Officer		2021		1,177,990		3,956,400		1,274,996		2,880,000		—		195,104		9,484,490
		2020		857,475		3,156,256		1,890,003		156,663		185,206		116,063		6,361,666
		2019		1,004,250		3,085,723		1,836,266		837,372		228,861		198,340		7,190,812
Richard A. Maue Senior Vice President and Chief Financial Officer		2021		681,258		966,767		312,508		1,028,352		—		70,313		3,059,198
		2020		609,551		848,037		420,002		247,200		—		65,759		2,190,549
		2019		622,898		952,205		419,998		333,531		—		68,859		2,397,491
Anthony M. D’Iorio Senior Vice President, General Counsel and Secretary		2021		494,740		541,368		174,992		700,050		—		51,491		1,962,641
		2020		416,852		459,316		227,507		158,025		50,818		47,604		1,360,122
		2019		427,692		426,092		210,007		209,152		62,062		49,672		1,384,677
Alejandro Alcala Senior Vice President		2021		463,894		464,053		150,008		656,033		—		49,470		1,783,458
		2020		415,684		423,972		209,993		207,700		—		48,610		1,305,959
[TBD]

⁽¹⁾  Amounts shown in this column reflect the grant date fair value computed in accordance with FASB ASC Topic 718, with respect to awards of TRSUs and PRSUs made during 2021, 2020 and 2019. For details of individual grants of TRSUs and PRSUs during 2021, see the “2021 Grants of Plan-Based Awards” table below. There were no forfeitures of TRSUs by any of the NEOs during the fiscal year. PRSUs, however, for the three-year period 2019-2021 vested at 25% of target due to below threshold performance. The assumptions on which these valuations are based are set forth in Note 8 to the audited financial statements included in Crane Holdings, Co.’s annual report on Form 10-K filed with the SEC on February 28, 2022. It is anticipated that adjustments will be made to outstanding TRSU and PRSU awards upon the distribution as described under the section of this information statement entitled “The Separation and Distribution—General—Treatment of Equity Incentive Arrangements.”

⁽²⁾  Amounts shown in this column reflect the grant date fair value computed in accordance with FASB ASC Topic 718, with respect to awards of options to purchase Crane Holdings, Co. stock made during the indicated year. For details of individual grants of stock options during 2021 see the “2021 Grants of Plan-Based Awards” table below. There were no forfeitures of Crane Holdings, Co. stock options by any of the NEOs during the fiscal year. The assumptions on which these valuations are based are set forth in Note 8 to the audited financial statements included in Crane Holdings, Co.’s annual report on Form 10-K filed with the SEC on February 28, 2022. It is anticipated that adjustments will be made to outstanding option awards upon the distribution as described under “Treatment of Equity Incentive Arrangements” in this section of the information statement.

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⁽³⁾  Amounts shown in this column for all NEOs represent amounts determined on the basis of the indicated year’s performance and paid early in the following year under the Annual Incentive Plan. For details of the 2021 grants, including the minimum, target and maximum amounts that were potentially payable, see the “2021 Grants of Plan-Based Awards” table below.

⁽⁴⁾  For 2021, 2020, and 2019, the amount shown in this column for Mr. Mitchell, and for 2021, 2020 and 2019 for Mr. D’Iorio, is the change in the actuarial present value of the accumulated benefit under all defined benefit plans (which include the Crane Pension Plan for Eligible Employees and the Crane benefit equalization plan) from December 31, 2020, 2019, and 2018 (the pension plan measurement dates used for financial statement reporting purposes with respect to Crane’s audited financial statements for 2021, 2020, and 2019, respectively) to December 31, 2021, 2020, and 2019 (the pension plan measurement dates with respect to Crane’s audited financial statements for 2020, 2019, and 2018 respectively). For additional information regarding these plans, see “Retirement Benefits” in this section of the information statement. For 2021 for Messrs. Mitchell and D’Iorio, the changes in the actuarial present value of the accumulated benefit under all defined benefit plans (which include the Crane Pension Plan for Eligible Employees and the Crane benefit equalization plan) were as follows:

	Year Ended December 31,		Pension Plan for Eligible Employees ($)		Benefit Equalization Plan ($)
M. H. Mitchell		2021		—		—
A. M. D’Iorio		2021		—		—

⁽⁵⁾  Amounts in this column for 2021 include the following:

	Dividends Paid on Restricted Stock/RSUs* ($)		Personal Use of Company Aircraft** ($)		Personal Use of Company- Provided Car ($)		Company Contribution to Benefit Equalization Plan*** ($)		Company Contribution to 401(k) Plan ($)		Insurance Premiums ($)		Cyber Security Protection ($)		Total ($)
M. H. Mitchell		22,324		100,000		20,353		31,340		17,400		1,437		2,250		195,104
R. A. Maue		13,478		—		16,969		19,154		17,400		1,062		2,250		70,313
A. M. D’Iorio		6,662		—		15,819		10,883		17,400		727		—		51,491
A. Alcala		5,793		—		15,163		11,447		16,341		726		—		49,470
[TBD]

* Dividends are paid on shares of restricted stock and TRSUs at the same rate as on all other shares of Crane Holdings, Co. common stock. Dividends are not accrued or paid on PRSUs until the awards are earned and shares of Crane Holdings, Co. common stock are issued.

** The method of computing the cost of personal use of the Crane aircraft is described under the section of this information statement entitled “Compensation Discussion and Analysis—Section 2: Principal Elements of Crane’s Executive Compensation Program—Other Compensation for Named Executive Officers.”

*** Includes Crane’s contribution to the defined contribution benefit under the benefit equalization plan; see “Nonqualified Deferred Compensation Benefits” in this section of the information statement.

2021 Grants of Plan-Based Awards

The following table gives further details of 2021 compensation as disclosed in the “Stock Awards,” “Option Awards” and “Non-Equity Incentive Plan Compensation” columns of the “2021 Summary Compensation Table.”

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In the table below, the rows labeled “Annual Incentive Plan” disclose target bonuses set in February 2021, at which time business performance targets were also fixed. The column headings in relation to the Annual Incentive Plan are as follows:

• “Threshold” is the amount that would have been payable if actual performance compared to each target was at a predetermined minimum level (for example, if Adjusted EPS had been at $4.18, or 80% of the target performance goal), and below which no amount would have been payable;

• “Target” is the amount that would have been payable if actual performance had been exactly equal to each of the targets (for example, if Adjusted EPS had been $5.22); and

• “Maximum” is the amount that would have been payable if actual performance had been a predetermined percentage above the target (for example, if Adjusted EPS per share had been $6.26, or 120% of the target performance goal, or greater).

Note that the amount shown in the “2021 Summary Compensation Table” for 2021 under the heading “Non-Equity Incentive Plan Compensation” is the cash bonus actually paid, which was determined entirely by the performance of the business as compared to the targets set at the beginning of 2021.

The rows labeled “PRSU” disclose the target numbers of shares that may vest at the end of 2023 in respect of grants made in January 2021. Vesting will be based on the TSR of Crane Holdings, Co. stock relative to the other companies in the S&P Midcap 400 Capital Goods Group over the three-year period 2021 – 2023. The column headings in relation to the PRSUs are as follows:

• “Threshold” is the number of shares that will vest if Crane Holdings, Co.’s TSR is at the 25th percentile of comparator group performance, and below which no shares will vest;

• “Target” is the number of shares that will vest if Crane Holdings, Co.’s TSR is at the 50th percentile (median) of the comparator group; and

• “Maximum” is the number of shares that will vest if Crane Holdings, Co.’s TSR is at the 75th percentile of the comparator group or higher (however, if Crane Holdings, Co.’s TSR is negative, the number of shares will not be higher than 100% of target).

In no event will the aggregate value of the shares earned exceed four times the value of the target number of shares determined at the beginning of the performance period.

The column headed “Grant Date Fair Value of Stock and Option Awards” shows the grant date fair value of the PRSUs, calculated using a formula based on the probability of various outcomes. This amount also appears in the “2021 Summary Compensation Table” under the heading “Stock Awards”; see footnote 1 to the “2021 Summary Compensation Table” on page 171. The value of the shares that actually vest at the end of 2023, if any, may be higher or lower than the grant date fair value.

The rows labeled “Stock Option” disclose the number of shares underlying stock options granted in January 2021, in respect of the executive’s performance during the previous year and as an incentive for performance during future years. The amount under the heading “Grant Date Fair Value of Stock and Option Awards,” calculated using the Black-Scholes formula, also appears in the “2021 Summary Compensation Table” under the heading “Option Awards”; see footnote 2 to the “2021 Summary Compensation Table” on page 171.

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It is anticipated that adjustments will be made to outstanding equity awards upon the distribution as described under the section of this information statement entitled “The Separation and Distribution—General—Treatment of Equity Incentive Arrangements.”

					Estimated possible payouts under non-equity incentive plan awards(2) ($)						Estimated future payouts under equity incentive plan awards(3) (#)						All Other Stock Awards: Number of shares of stock or units (#)		All other option awards: Number of securities underlying options (#)		Exercise or base price of option awards ($/sh)(4)		Grant date fair value of stock and option awards ($)(5)
Name	Type of Award		Grant Date(1)		Threshold		Target		Max.		Threshold		Target		Max.
M. H. Mitchell		AIP		1/25/21		—		1,440,000		2,880,000
		PRSU		1/25/21								8,923		35,692		71,384								2,936,381
		TRSU		1/25/21														12,979						1,020,020
		Options		1/25/21																61,239		78.59		1,274,996
R. A. Maue		AIP		1/25/21		—		514,176		1,028,352
		PRSU		1/25/21								1,988		7,953		15,906								654,293
		TRSU		1/25/21														3,976						312,474
		Options		1/25/21																15,010		78.59		312,508
A. M.D’Iorio		AIP		1/25/21		—		350,025		700,050
		PRSU		1/25/21								1,113		4,453		8,906								366,348
		TRSU		1/25/21														2,227						175,020
		Options		1/25/21																8,405		78.59		174,992
A. Alcala		AIP		1/25/21		—		328,017		656,033
		PRSU		1/25/21								954		3,817		7,634								314,025
		TRSU		1/25/21														1,909						150,028
		Options		1/25/21																7,205		78.59		150,008
[TBD]

⁽¹⁾  All grants of PRSUs, TRSUs and stock options were effective as of the date on which the Crane Holdings, Co. Compensation Committee voted to approve such grants.

⁽²⁾  On January 24, 2022, the Crane Holdings, Co. Compensation Committee approved bonus payouts for 2021 at 200% of target for the corporate NEOs and 200% of target for Mr. Alcala, based on 2021 results as adjusted for certain Special Items. See the section of this information statement entitled “Compensation Discussion and Analysis—Section 2: Principal Elements of Crane’s Executive Compensation Program—Annual Incentive Compensation.” The approved bonus payout amounts were paid in February 2022 and are shown in the “2021 Summary Compensation Table” under “Non-Equity Incentive Plan Compensation” for 2021.

⁽³⁾  Amounts shown are the estimated number of shares that will vest in respect of grants of PRSUs made on January 25, 2021, under the 2018 Stock Incentive Plan. The actual number of shares that will vest will be determined at year-end 2023 with reference to the ranking of Crane Holdings, Co.’s TSR among the TSR of the other companies in the S&P Midcap 400 Capital Goods Group over the period from January 1, 2021, through December 31, 2023. It is anticipated that adjustments will be made to outstanding awards upon the distribution as described under the section of this information statement entitled “The Separation and Distribution—General—Treatment of Equity Incentive Arrangements.”

⁽⁴⁾  The exercise price of options is the fair market value of Crane Holdings, Co. stock on the date of grant, determined in accordance with the terms of the 2018 Stock Incentive Plan which is the closing market price on the date of grant.

174

⁽⁵⁾  The grant date fair values of PRSUs, TRSUs, and stock options are as follows, in each case calculated in accordance with FASB ASC Topic 718:

Type of Equity Award	Value ($)		Method of Valuation
PRSUs		82.27	Monte Carlo pricing model
TRSUs (1/25/2021)		78.59	Closing trading price on grant date
Stock Options		20.82	Black-Scholes pricing model

2021 Option Exercises and Stock Vested

The following table provides information on all exercises of stock options, and all vesting of restricted share units, for each of the NEOs during 2021.

The value realized on exercise of options is computed by multiplying the number of Crane Holdings, Co. shares acquired upon exercise by the difference between the market price of the shares on the applicable exercise date (calculated as the closing price on that date, or, if the shares received were concurrently sold, as the price actually obtained), and the exercise price of the options. The value realized on vesting of TRSUs and PRSUs is computed by multiplying the number of shares by the closing price on the applicable vesting date.

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares/ Units Acquired on Vesting (#)		Value Realized on Vesting ($)
M. H. Mitchell		445,977		19,541,755		0		0
R. A. Maue		94,810		3,694,212		2,353		185,055
A. M. D’Iorio		14,794		674,753		1,284		98,793
A. Alcala		0		0		912		69,813
[TBD]

175

2021 Outstanding Equity Awards at Fiscal Year End

The following table shows for each NEO, as of December 31, 2021: (i) under the heading “Option Awards,” the number of unexercised options, whether exercisable or unexercisable, with the exercise price and expiration date of each grant; (ii) in the first and second columns under the heading “Stock Awards,” the number and market value of unvested shares of restricted stock, unvested TRSUs and unvested retirement shares; and (iii) in the third and fourth columns under the heading “Stock Awards,” the number and market value of unearned PRSUs. No such awards have been transferred by any of the NEOs. It is anticipated that adjustments will be made to outstanding awards upon the distribution as described under the section of this information statement entitled “The Separation and Distribution—General—Treatment of Equity Incentive Arrangements.”

			Option Awards							Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable(1)			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)(2)		Market Value of Shares or Units of Stock That Have Not Vested ($)(3)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)
M. H. Mitchell		117,103		—			73.90		1/30/27		12,979		1,320,354		88,565		9,009,717
		62,394		20,799	(5)		93.40		1/29/28
		58,146		58,147	(6)		79.14		1/28/29
		29,568		88,705	(7)		83.58		1/27/30
		—		61,239	(8)		78.59		1/25/31
R. A. Maue		26,965		—			73.90		1/30/27		7,762		789,628		19,597		1,993,501
		16,230		5,411	(5)		93.40		1/29/28
		13,299		13,300	(6)		79.14		1/28/29
		6,570		19,713	(7)		83.58		1/27/30
		—		15,010	(8)		78.59		1/25/31
A. M. D’Iorio		5,680		—			58.47		1/26/25		3,873		394,000		10,826		1,101,329
		7,704		—			73.90		1/30/27
		7,377		2,460	(5)		93.40		1/29/28
		6,650		6,650	(6)		79.14		1/28/29
		3,559		10,678	(7)		83.58		1/27/30
		—		8,405	(8)		78.59		1/25/31
A. Alcala		10,740		—			64.78		1/27/24		3,368		342,627		9,321		948,225
		14,909		—			58.47		1/26/25
		24,156		—			43.57		1/25/26
		12,134		—			73.90		1/30/27
		6,492		2,165	(5)		93.40		1/29/28
		5,541		5,542	(6)		79.14		1/28/29
		3,285		9,856	(7)		83.58		1/27/30
		—		7,205	(8)		78.59		1/25/31
[TBD]

⁽¹⁾  Options vest on the dates indicated in the corresponding footnote; options also vest (or continue to vest per schedule in case of retirement for certain awards) upon death, disability, retirement, or termination after a change in control. Retirement for this purpose generally means termination of employment after age 65.

176

⁽²⁾  Figures in this column include time-based restricted share units which will vest according to the following schedule:

Vesting Date	Mitchell		Maue		D’Iorio		Alcala		[TBD]
January 25, 2022		3,244		994		477		517
January 27, 2022		—		539		269		292
January 28, 2022		—		568		237		213
January 29, 2022		—		442		177		169
March 29, 2022		—		295		—		591
January 25, 2023		3,245		994		477		517
January 27, 2023		—		538		269		292
January 28, 2023		—		569		237		214
March 29, 2023		—		296		—		591
January 25, 2024		3,245		994		477		517
January 27, 2024		—		539		270		292
January 25, 2025		3,245		994		478		517

For all grants, vesting also occurs (or continues to occur per schedule in case of retirement for certain awards) upon death, disability, or retirement, or upon a change in control. Retirement for this purpose generally means termination of employment after age 65, or after age 62 with at least 10 years of service.

⁽³⁾  Computed using a price of $101.73 per share, which was the closing market price of Crane Holdings, Co. stock on the last trading day of 2021.

⁽⁴⁾  The PRSUs granted in 2020 and 2021 will vest, if at all, on December 31, 2022, and December 31, 2023, respectively, as determined with reference to the percentile ranking of the total stockholder return (share price appreciation plus reinvested dividends), or TSR, of Crane Holdings, Co. common stock for the three-year period ending on that date, as compared to the TSRs of the other companies in the S&P Midcap 400 Capital Goods Group. Pursuant to SEC rules, the hypothetical amounts shown in the table include the PRSUs granted in 2020 at threshold level (25%), and the PRSUs granted in 2021 at maximum level (200%), based on Crane Holdings, Co.’s TSR performance as of December 31, 2021. There can be no assurance, however, that Crane Holdings, Co.’s TSR for a full vesting period will be sufficient for the PRSUs to vest, if at all, at any particular level. The PRSUs granted in 2019 became vested in early 2022, after performance results through December 31, 2021, were certified, at 25% of target, and are reflected in the table at that level.

⁽⁵⁾  This option grant will be 100% vested on January 29, 2022.

⁽⁶⁾  This option grant will be 75% vested on January 28, 2022; and 100% on January 28, 2023.

⁽⁷⁾  This option grant will be 50% vested on January 27, 2022; 75% on January 27, 2023; and 100% on January 27, 2024.

⁽⁸⁾  This option grant will be 25% vested on January 25, 2022; 50% on January 25, 2023; 75% on January 25, 2024; and 100% on January 25, 2025.

Retirement Benefits

Employees Hired Prior to 2006 (defined benefit) —  Messrs. Mitchell and D’Iorio have accrued retirement benefits under Crane’s defined benefit pension plan, which was closed to Crane’s employees hired after 2005 and then frozen with no further benefit accruals effective December 31, 2012. For all eligible salaried employees, including all of the NEOs and other executive officers, Crane provides a retirement benefit equal to three percent of covered compensation, subject to the Code limits as described below, which amount is invested in the Crane Savings and Investment Plan (401(k) plan), a defined contribution retirement plan, at the direction of the employee.

177

Effective January 1, 2013, all executive officers and other employees who were participants in the pension plan receive annual pension benefits payable under the pension plan equal to 1-2/3% per year of service of the participant’s average annual compensation during the five highest compensated consecutive years (prior to 2013) of the 10 years of service immediately preceding retirement less 1-2/3% per year of service of the participant’s Social Security benefit, up to a maximum deduction of 50% of the Social Security benefit. Compensation for purposes of the pension plan is defined as total W-2 compensation plus employee contributions made under salary reduction plans less: (i) reimbursements or other expense allowances; (ii) cash and noncash fringe benefits (including automobile allowances); (iii) moving expenses (including “home allowances”); (iv) deferred compensation; (v) welfare benefits; (vi) severance pay; (vii) amounts realized from the exercise of a non-qualified stock option or the sale, exchange or other disposition of stock acquired under a qualified stock option; and (viii) amounts realized when restricted stock (or property) held by the employee is recognized in the employee’s taxable income under section 83 of the Code. However, the Code limits the total compensation taken into account for any participant under the pension plan. That limit was $290,000 for 2021 and is subject to adjustment in future years.

Benefit Equalization Plan —  The NEOs also participate in the benefit equalization plan, a non-qualified, non-elective deferred compensation plan. Under the benefit equalization plan, participating executives receive a benefit intended to restore retirement benefits under Crane’s regular pension plan that are limited by the Code cap on the amount of compensation that can be considered in determining benefits under tax-qualified pension plans. There is no supplemental benefit based on deemed service or enhanced compensation formulas. Benefits accrued under this plan are not funded or set aside in any manner. The only NEO with a defined benefit account in this plan is Mr. Mitchell. This plan was also frozen as to defined benefit accruals effective December 31, 2012. Effective January 1, 2014, the benefit equalization plan was amended to cover participants’ benefits under the defined contribution retirement plan referenced above, and the Crane Holdings, Co. Compensation Committee extended the participation in this plan to 21 senior leadership executives, including all of the NEOs.

See “Nonqualified Deferred Compensation Benefits” in this section of the information statement regarding certain employer contributions to the benefit equalization plan for the year 2014 and after.

The table below sets forth the number of years of credited service and the present value on December 31, 2021, of the accumulated benefit under the pension plan and the benefit equalization plan for each of the NEOs covered by those plans.

Name	Plan Name	Number of Years Credited Service (#)		Present Value of Accumulated Benefit ($)(1)		Payments During Last Fiscal Year ($)
M. H. Mitchell	Crane Pension Plan for Eligible Employees		9		407,640		—
	Crane Benefit Equalization Plan		5		973,587		—
A. M. D’Iorio	Crane Pension Plan for Eligible Employees		8		350,631		—

⁽¹⁾  The actuarial present value of each participant’s accumulated pension benefit is determined using the same assumptions and pension plan measurement date used for financial statement reporting purposes. The actual retirement benefit at normal retirement date payable under the pension plan for eligible employees is subject to an additional limit under the Code which, for 2021, does not permit annual retirement benefit payments to exceed the lesser of $235,000 or the participant’s average compensation for the participant’s three consecutive calendar years of highest compensation, subject to adjustment for future years. The dollar limit is subject to further reduction to the extent that a participant has fewer than 10 years of service with Crane or 10 years of participation in the defined benefit plan.

178

Nonqualified Deferred Compensation Benefits

The following table shows information about the participation by each NEO in the benefit equalization plan with respect to this employer contribution. The NEOs do not participate in any other defined contribution nonqualified deferred compensation plans.

2021 Nonqualified Deferred Compensation Benefits

Name	Executive Contributions in 2021 ($)		Employer Contributions in 2021(1) ($)		Aggregate Earnings in 2021 ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at December 31, 2021 ($)
M. H. Mitchell		—		31,340		3,377		—		397,826
R. A. Maue		—		19,154		1,469		—		178,537
A. M. D’Iorio		—		10,883		306		—		44,086
A. Alcala		—		11,447		649		—		81,853
[TBD]

⁽¹⁾  Amounts in this column are included in “All Other Compensation” in the “2021 Summary Compensation Table.”

Potential Payments upon Termination or Change-in-Control

The NEOs would have received certain payments or other benefits in the following circumstances, assuming that each had taken place on December 31, 2021:

• the executive resigns voluntarily;

• the executive is involuntarily terminated, either directly or constructively;

• the executive retires;

• the executive dies or becomes permanently disabled while employed; or

• a change in control of Crane takes place and the executive is terminated under certain circumstances within up to three years.

Such payments or other benefits would be due to the NEOs under the following plans and agreements:

Severance Pay

Crane’s stated severance policy is to pay salaried employees one week per year of service upon termination of employment by Crane or for the convenience of Crane; however, Crane’s prevailing practice on severance in the case of executive officers is to pay the executive an amount equal to one year’s base salary, either in a lump sum or by continuation of biweekly payroll distributions, at the election of the executive, with medical, dental and other welfare benefits and retirement benefits continuing during such period. Under this practice, if each of the NEOs had been terminated by Crane for the convenience of Crane as of December 31, 2021, the severance to which they would have been entitled (including the estimated value of continuation of welfare benefits) would have been as follows:

M. H. Mitchell	$	1,223,740
R. A. Maue	$	709,426
A. M. D’Iorio	$	500,764
A. Alcala	$	485,999
[TBD]

179

Voluntary Resignation	Unvested options cancelled; vested options remain exercisable for a period following termination of employment, as stated in the applicable award agreement, generally ranging from 90 days to the full option term (depending on the reason for termination and the year of grant)
Involuntary Termination	Unvested options cancelled; vested options remain exercisable for a period following termination of employment, as stated in the applicable award agreement, generally ranging from 90 days to the full option term (depending on the reason for termination and the year of grant)
Retirement	Options continue to become vested and exercisable in accordance with the regular schedule, subject to compliance with a covenant not to compete with Crane
Death or Permanent Disability While Employed	Unvested options become immediately exercisable
Change in Control	No change
Termination After Change in Control	Vesting is accelerated only if employment is terminated, involuntarily or for Good Reason, within two years after the change in control

If the then unvested stock options of each of the NEOs had become exercisable as of December 31, 2021, and assuming the value of Crane Holdings, Co. stock to be $101.73 per share, the closing price on the last trading day of 2021, the aggregate value to each of the NEOs of exercising the unvested options on that date would have been as follows:

M. H. Mitchell	$	4,513,863
R. A. Maue	$	1,050,643
A. M. D’Iorio	$	559,013
A. Alcala	$	488,838
[TBD]

Restricted Share Units and Performance Restricted Share Units

Voluntary Resignation	Forfeited
Involuntary Termination	Forfeited
Retirement(1)	Continue to vest in accordance with the regular schedule, subject to compliance with a covenant not to compete with Crane
Death or Permanent Disability While Employed	Immediate vesting(2)
Change in Control	No change
Termination After Change in Control	Accelerated vesting only if employment is terminated, involuntarily or for Good Reason, within two years after the change in control(3)

⁽¹⁾  Retirement for this purpose generally means termination of employment after age 65, or after age 62 with at least 10 years of service. Vesting of PRSUs is not determined until after the applicable performance period based on the actual performance results. Amounts in the table immediately below assume 25% for the 2019 grant, 0% for the 2020 grant and 200% for the 2021 grant (based on performance through the end of the last fiscal year).

180

⁽²⁾  Vesting of PRSUs is not determined until after the applicable performance period based on the actual performance results. Amounts in the table immediately below assume 25% for the 2019 grant, 0% for the 2020 grant and 200% for the 2021 grant (based on performance through the end of the last fiscal year).

⁽³⁾  For PRSUs vesting in connection with a change in control, the number of shares vesting is generally based on performance results determined through the date immediately before the change in control, except that if the change in control occurs during the first half of the performance period, the number of PRSUs vesting is based on target performance. Amounts in the table immediately below assume 25% for the 2019 grant and 0% for the 2020 grant (based on performance through the end of the last fiscal year), and 100% (target) for the 2021 grant.

If the then unvested restricted share units (including PRSUs) owned by each of the NEOs had become vested as of December 31, 2021, and assuming the value of Crane Holdings, Co. stock to be $101.73 per share, the closing price on the last trading day of 2021, the aggregate value to each of the NEOs would have been as follows:

	Retirement, Death or Disability ($)		Change in Control/ Termination ($)
M. H. Mitchell		9,467,401		5,836,454
R. A. Maue		2,600,626		1,791,567
A. M. D’Iorio		1,396,448		943,444
A. Alcala		1,199,600		811,297
[TBD]

Benefit Equalization Plan

Each of the NEOs participates in the benefit equalization plan described under “Retirement Benefits” in this section of the information statement. Assuming their separation from service as of December 31, 2021, they would have become entitled to the following benefits under the defined benefit and defined contribution portions of the benefit equalization plan, respectively. In the event of a participant’s death, one-half of the benefit would be payable to the participant’s beneficiary.

	Defined Benefit ($)		Defined Contribution ($)
M. H. Mitchell		973,587		397,826
R. A. Maue		—		178,537
A. M. D’Iorio		—		44,086
A. Alcala		—		81,853
[TBD]

Change in Control Agreements

As described above in the section of this information statement entitled “Compensation Discussion and Analysis—Section 5: Going Forward Crane Company Compensation Arrangements”, each of the NEOs has an agreement that, in the event of a change in control of Crane, provides for the continuation of the employee’s then current base salary, bonus plan and benefits for the three-year period following the change in control. The agreements are for a three-year period, but are automatically extended annually by an additional year unless Crane gives notice that the period shall not be extended.

Upon termination within three years after a change in control, by Crane without “Cause” or by the employee with “Good Reason” (as defined in the agreement), the employee is immediately entitled to a proportionate amount of the greater of the last year’s bonus or the average bonus paid in the three prior years, plus three times the sum of his or her annual salary and the greater of the last year’s bonus or the average of the previous three years’ bonuses. All accrued deferred compensation and vacation pay, employee benefits, medical coverage and other benefits also continue for three years (or until normal retirement) after termination.

181

“Cause” under the change in control agreements generally includes, among other things, personal dishonesty or certain breaches of fiduciary duty; repeated, willful, and deliberate failure to perform the executive’s specified duties; the commission of a criminal act related to the performance of duties; distributing proprietary confidential information about Crane; habitual intoxication by alcohol or other drugs during work hours; or conviction of a felony.

“Good Reason” under the change in control agreements includes, among other things, any action by Crane that results in a diminution in the position, authority, duties, or responsibilities of the employee.

If a change in control had taken place on December 31, 2021, and employment had terminated immediately thereafter, each of the NEOs would have become entitled to the following benefits under this provision:

	Cash Payment ($)		Estimated value of continuation for three years (or until normal retirement) of medical coverage and other benefits ($)
M. H. Mitchell		15,120,000		71,221
R. A. Maue		6,170,112		71,574
A. M. D’Iorio		4,300,308		2,183
A. Alcala		4,029,917		52,213
[TBD]

Aggregate Benefit Amounts

The table below reflects the estimated aggregate compensation that each of the NEOs would receive in the event of his voluntary resignation, involuntary termination, normal retirement at age 65, death or disability, change in control and termination following a change in control. The amounts shown assume that such termination was effective as of December 31, 2021, and include amounts earned through that date. They are therefore not equivalent to the amount that would be paid out to the executive upon termination at another time.

Name	Voluntary Resignation ($)		Involuntary Termination ($)		Retirement ($)		Death or Disability ($)		Change in Control ($)		Change in Control and Termination ($)
M. H. Mitchell		—		1,223,740		13,981,264		13,981,264		—		25,541,538
R. A. Maue		—		709,426		3,651,269		3,651,269		—		9,083,897
A. M. D’Iorio		—		500,764		1,955,461		1,955,461		—		5,804,948
A. Alcala		—		485,999		1,688,438		1,688,438		—		5,382,264
[TBD]

182

CRANE COMPANY 2023 STOCK INCENTIVE PLAN

Crane Company expects to adopt a 2023 stock incentive plan (the “Crane Company 2023 Stock Incentive Plan”) in connection with the spin-off. The following is a summary of the principal terms of the Crane Company 2023 Stock Incentive Plan, which is qualified in its entirety by reference to the full text of the Crane Company 2023 Stock Incentive Plan, which is included as an exhibit to the registration statement on Form 10, of which this information statement is a part. The Crane Company equity-based compensation awards issued in connection with the adjustment of outstanding Crane Holdings, Co. equity-based compensation awards upon the distribution will be issued pursuant to the Crane Company 2023 Stock Incentive Plan.

For a detailed description of how Crane Holdings, Co.’s equity-based compensation awards will be treated, see the section of this information statement entitled “Certain Relationships and Related Party Transactions—Agreements with Crane Holdings, Co. / Crane NXT, Co.—Employee Matters Agreement— Equity Compensation Awards.”).

Administration

The Crane Company Compensation Committee will serve as the administrator of the Crane Company 2023 Stock Incentive Plan. However, to the extent permitted by applicable law, the Crane Company Compensation Committee’s authorities under the plan may be delegated to others. In addition, the Crane Company Board of Directors will generally retain discretion under the plan to exercise any of the authorities of the plan administrator.

Participants in the Crane Company 2023 Stock Incentive Plan will be non-employee directors of Crane Company and such key employees of the Company as the Crane Company Compensation Committee may designate. In addition, certain holders of Crane Holdings, Co. equity based compensation awards immediately prior to the spin-off will be entitled to awards under the Crane Company 2023 Stock Incentive Plan upon the spin-off, as a result of adjustments to those Crane Holdings, Co. awards (“adjusted spin-off awards”).

Shares Available

[●] shares will be reserved for issuance and available for awards under the Crane Company 2023 Stock Incentive Plan, which includes shares in respect of adjusted spin-off awards.

If an outstanding award under the Crane Company 2023 Stock Incentive Plan lapses, expires, terminates or is canceled, in whole or in part, the shares underlying that award (or portion thereof) may be used for new awards under the Crane Company 2023 Stock Incentive Plan. In addition, shares that are issued pursuant to an award that are subsequently forfeited or reacquired by Crane Company, shares underlying an award that are withheld by or tendered to Crane Company as payment for the exercise or purchase price of an award or to satisfy tax withholding obligations related to an award, shares underlying an award that is settled in cash, and shares underlying an award (or portion thereof) that is settled in another manner where some or all of those shares are not issued, may also be used for new awards under the Crane Company 2023 Stock Incentive Plan.

The Crane Company 2023 Stock Incentive Plan also permits certain substitute awards granted in assumption of or in substitution for awards of an acquired company. Substitute awards do not count against the share pool.

Shares to be issued or purchased under the Crane Company 2023 Stock Incentive Plan will be authorized but unissued shares of Crane Company common stock or shares of Crane Company common stock reacquired by Crane Company, including shares purchased in the open market.

No share-based awards may be granted under the Crane Company 2023 Stock Incentive Plan during any one calendar year to a non-employee director that exceed, together with any cash compensation received for such

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service, (i) $750,000 for a non-employee director not serving as the Chairman and (ii) $1,000,000 for a non-employee director serving as the Chairman, in either case, based on the grant date fair value for accounting purposes in the case of stock options or stock appreciation rights and based on the fair market value of the Crane Company common stock underlying the award on the grant date for other equity-based awards. The Crane Company 2023 Stock Incentive Plan permits disinterested members of the Crane Company Board of Directors to make individual exceptions to this limit in extraordinary circumstances.

Types of Awards

The Crane Company 2023 Stock Incentive Plan provides for the grant of stock options, stock appreciation rights, restricted shares and restricted share units, deferred stock units and other stock-based awards.

Stock Options

Participants receiving options (“optionees”) have the right to purchase a specified number of shares of Crane Company stock at a specified exercise price, subject to the terms and conditions established by the Crane Company Compensation Committee and specified in an agreement memorializing the grant. Options (other than adjusted spin-off option awards and substitute option awards) must generally be granted at an exercise price that is at least equal to 100% of the fair market value of Crane Company common stock on the date of grant. Fair market value on a given day is defined as the closing market price on that day. Only employees may receive incentive stock options. No more than an aggregate of [●] incentive stock options may be granted under the Crane Company 2023 Stock Incentive Plan. No participant may be granted incentive stock options that would result in shares with an aggregate value (measured on the date of grant) of more than $100,000 first becoming exercisable in any one calendar year.

Stock options must be exercised within a period fixed by the Crane Company Compensation Committee that may not exceed ten years from the date of grant. The optionee must pay the exercise price for shares to be purchased in full at the time of exercise in cash or, in whole or in part, by tendering (either actually or by attestation) shares of Crane Company common stock. Upon approval, options may be exercised in the form of a “cashless exercise” through a broker based on the broker’s agreement to deliver sufficient funds to pay the applicable exercise price and tax withholding, if any, or through such other means as the Crane Company Compensation Committee may authorize.

Stock Appreciation Rights

An award of stock appreciation rights entitles the participant to receive, upon its exercise, a payment equal to (i) the excess of the fair market value of a share of Crane Company common stock on the exercise date over the exercise price of the award, multiplied by (ii) the number of shares of Crane Company common stock with respect to which the award is exercised. All stock appreciation rights (other than substitute stock appreciation rights) must be granted at an exercise price that is at least equal to 100% of the fair market value of Crane Company common stock on the date of grant. All of the other terms and conditions of the stock appreciation right will be established by the Crane Company Compensation Committee and specified in an agreement memorializing the grant.

Stock appreciation rights must be exercised within a period fixed by the Crane Company Compensation Committee that may not exceed ten years from the date of grant. Upon exercise of a stock appreciation right, payment may be made in cash, shares of Crane Company common stock or a combination of cash and Crane Company common stock.

Restricted Shares and Restricted Share Units

Restricted share awards entitle recipients to acquire shares of Crane Company common stock, and restricted share unit awards entitle recipients to receive a notional account settled as described below, subject to forfeiture

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(and, in the case of performance awards, to increase or decrease) in the event that the conditions specified in the applicable award agreement are not satisfied prior to the end of the applicable restriction period established for the award.

Each restricted share or restricted share unit award will be granted pursuant to an agreement that will specify the terms pursuant to which Crane Company’s right of forfeiture will lapse and such other provisions as the Crane Company Compensation Committee may establish not inconsistent with the Crane Company 2023 Stock Incentive Plan. These terms may be based on performance standards, periods of service, the recipient’s retention of ownership of specified shares of Crane Company common stock, or other criteria, as the Crane Company Compensation Committee may establish. Restricted share units will, in general, be settled either in the form of a cash payment or in shares of Crane Company common stock.

Awards of restricted shares or restricted share units under the Crane Company 2023 Stock Incentive Plan may be granted, vested or otherwise conditioned on one or more performance conditions. The Crane Company Compensation Committee may use such business criteria and other measures of performance as it may deem appropriate, which may include specified levels of one or more of the following (in absolute terms or relative to one or more other companies or indices): (i) net sales; sales of a particular product or line of products; (ii) gross profit; ratio of gross profit to sales; (iii) operating profit; ratio of operating profit to sales (in each case before or after taxes and before or after allocation of corporate overhead and bonuses); (iv) net income; earnings per share; (v) adjusted earnings (including earnings before taxes, earnings before interest and taxes or earnings before interest, taxes, depreciation and amortization); (vi) cash flow from operations; free cash flow; (vii) return on equity, assets, net assets, total capital, or total invested capital; economic value added models or equivalent metrics; (viii) share price; total shareholder return (in each case either absolutely or as compared with a peer group or stock market index); (ix) financial statement items such as cash, total debt, shareholders’ equity, working capital, material costs and engineering, selling and administrative expenses (in each case either absolutely or in proportion to another financial statement item such as assets or sales); or (x) implementation, completion or attainment of measurable objectives with respect to specific operational goals and targets, such as: (A) environmental, health and/or safety goals (including lost workday rates); (B) customer satisfaction; (C) inventory turns; (D) lead time; (E) on-time delivery; (F) purchase price index; (G) days sales outstanding; (H) quality; (I) research and development, (J) specific products/projects (including new product introductions); and (K) recruitment or retention of personnel. The Crane Company Compensation Committee can specify the extent to which the performance condition will be calculated by excluding certain events, such as accounting changes, acquisitions/divestitures, settlements and other special items, all as specified in the Crane Company 2023 Stock Incentive Plan.

Deferred Stock Units

DSUs are a type of restricted share unit award under the Crane Company 2023 Stock Incentive Plan. Under the anticipated design of Crane Company’s non-employee director compensation program, DSUs will be awarded each year as of the date of the Crane Company annual meeting of stockholders, are forfeitable if the director ceases to remain a director until Crane Company’s next annual meeting of stockholders (with certain exceptions such as for death or disability), accrue dividend equivalents at the same rate as Crane Company shares and entitle the director to receive an equivalent number of shares of Crane Company stock upon the director’s ceasing to be a member of the Crane Company Board of Directors. For 2023, grants of DSUs to Crane Company non-employee directors are expected to be made in connection with the first meeting of the Crane Company Board of Directors after the separation.

Other Stock-Based Awards

The Crane Company Compensation Committee may grant equity-based or equity-related awards, referred to as “other stock-based awards,” other than options, stock appreciation rights, restricted shares, restricted share units or deferred stock units. The terms and conditions of each other stock-based award granted under the Crane Company

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2023 Stock Incentive Plan are to be set forth in an agreement which will contain provisions as determined by the Crane Company Compensation Committee that are not inconsistent with the Crane Company 2023 Stock Incentive Plan. Payment under any other stock-based awards will be made in Crane Company common stock or cash, as determined by the Crane Company Compensation Committee.

Transferability of Awards

The Crane Company 2023 Stock Incentive Plan generally prohibits the transfer of awards other than in connection with the participant’s death, although the Crane Company 2023 Stock Incentive Plan does permit the transfer of options without consideration during the participant’s life to certain immediate family members (or related estate planning entities) to the extent permitted by the Crane Company Compensation Committee.

Dividend Equivalents

The Crane Company Compensation Committee may provide for the payment of dividends or dividend equivalents with respect to any shares of Crane Company common stock subject to an award of restricted shares, restricted share units or other stock-based award under the Crane Company 2023 Stock Incentive Plan, under such terms and conditions as the Crane Company Compensation Committee may establish in accordance with the Crane Company 2023 Stock Incentive Plan. No dividends or dividend equivalents are permitted for awards of stock options or stock appreciation rights.

Term; Amendments; Restrictions

The Crane Company 2023 Stock Incentive Plan is expected to be approved by the Crane Company Board of Directors, and by Crane Holdings, Co., as the sole stockholder of Crane Company, immediately prior to the distribution. The Crane Company 2023 Stock Incentive Plan will remain in effect until terminated by the Crane Company Board of Directors; provided that no awards may be granted under the Crane Company 2023 Stock Incentive Plan after the date that is ten years after the effective date of the spin-off. The Crane Company Board of Directors may amend, rescind or terminate the Crane Company 2023 Stock Incentive Plan at any time in its discretion; provided that:

• no change may be made in awards previously granted under the Crane Company 2023 Stock Incentive Plan that would materially impair the awards without the recipient’s consent; and

• no amendment to Crane Company 2023 Stock Incentive Plan may be made without approval of Crane Company’s stockholders if such stockholder approval is required under applicable law or the rules of the New York Stock Exchange.

No Repricing

The Crane Company 2023 Stock Incentive Plan specifically prohibits the repricing of stock options or stock appreciation rights without Crane Company stockholder approval. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following):

• changing the terms of a stock option or stock appreciation right to lower its exercise price (other than in connection with a change in capitalization or similar change, which is not a “repricing” under GAAP);

• any other action that is treated as a “repricing” under GAAP; and

• repurchasing for cash or canceling a stock option or stock appreciation right at a time when its exercise price is greater than the fair market value of the underlying stock in exchange for another award, unless the cancellation and exchange occurs in connection with a change in capitalization or similar change.

Such cancellation and exchange would be considered a “repricing” regardless of whether it is treated as a “repricing” under GAAP and regardless of whether it is voluntary on the part of the participant.

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Withholding for Payment of Taxes

The Crane Company 2023 Stock Incentive Plan provides for the withholding and payment by a participant of any payroll or withholding taxes required by applicable law. The Crane Company 2023 Stock Incentive Plan permits a participant to satisfy this requirement, with the approval of the Crane Company Compensation Committee and subject to the terms of the Crane Company 2023 Stock Incentive Plan, by having Crane Company withhold from the participant a number of shares of Crane Company common stock otherwise issuable under the award having a fair market value equal to the amount of applicable payroll and withholding taxes.

Changes in Capitalization and Similar Changes

In the event of any corporate event or transaction such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of Crane Company, a combination or exchange of Crane Company common stock, dividend in kind, or other like change in capital structure or the number of outstanding shares of Crane Company common stock, distribution (other than normal cash dividends) to stockholders of Crane Company, or any similar corporate event or transaction, the Crane Company Compensation Committee, in order to prevent dilution or enlargement of participants’ rights under the Crane Company 2023 Stock Incentive Plan, will make equitable and appropriate adjustments and substitutions, as applicable, to the number and kind of shares subject to outstanding awards, the exercise price for such shares, the number and kind of shares available for future issuance under the Crane Company 2023 Stock Incentive Plan, and other determinations applicable to outstanding awards. The Crane Company Compensation Committee will have the power and sole discretion to determine the amount of the adjustment to be made in each case.

The Crane Company 2023 Stock Incentive Plan provides that the Crane Company Compensation Committee may, in its sole discretion, provide for acceleration of time periods, or waiver of other conditions, relating to vesting, exercise, payment or distribution of an award in the event of constructive or actual termination of a participant’s employment as a result of a “change in control” of Crane Company.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Procedures for Approval of Related Party Transactions

It is expected that Crane Company will establish two Conflict of Interest Policies: CP-103, to which all officers and salaried employees will be subject, and CP-103D, to which non-employee directors will be subject. It is expected that those who are subject to these policies will be required to disclose to Crane Company’s General Counsel in writing each outside relationship, activity and interest that creates a potential conflict of interest, including prior disclosure of transactions with third parties. Crane Company’s General Counsel will determine whether the matter does or does not constitute an impermissible conflict of interest, or may in his or her discretion refer the question to Crane Company’s Audit Committee, which will be responsible for reviewing significant conflicts of interest involving Crane Company’s directors or executive officers and/or Crane Company’s Nominating and Governance Committee, which is responsible for reviewing director nominee independence requirements. It is expected that Crane Company’s respective Committees will review the facts and make a recommendation to Crane Company’s Board of Directors. It is expected that all Crane Company directors, executive officers and other salaried employees will be required to certify in writing each year whether they are personally in compliance with CP-103 or CP-103D, as applicable, and whether they have knowledge of any other person’s failure to comply. In addition, it is expected that each Crane Company director and executive officer will be required to complete an annual questionnaire which calls for disclosure of any transactions above a stated amount in which such director or officer or any member of his or her family has a direct or indirect material interest. We believe that these procedures in the aggregate will be sufficient to allow for the review, approval or ratification of any “Transactions with Related Persons” that would be required to be disclosed under applicable SEC rules.

The Distribution from Crane Holdings, Co.

The distribution will be accomplished by Crane Holdings, Co. distributing all of its shares of Crane Company common stock to holders of Crane Holdings, Co. common stock entitled to such distribution, as described in the section of this information statement entitled “The Separation and Distribution.” Completion of the distribution will be subject to satisfaction or waiver by Crane Holdings, Co. of the conditions to the distribution, as described in the section of this information statement entitled “The Separation and Distribution—General—Conditions to the Distribution.”

Agreements with Crane Holdings, Co. / Crane NXT, Co.

Following the separation and distribution, Crane NXT, Co. and Crane Company will be two separate, independent, publicly traded companies, and the relationship between Crane Company and Crane NXT, Co. will be governed by, among others, a separation and distribution agreement, a transition services agreement, a tax matters agreement, an intellectual property matters agreement and an employee matters agreement. These agreements will be entered into by Crane Company and Crane Holdings, Co., which will be renamed “Crane NXT, Co.” following the spin-off. These agreements will provide for the allocation between Crane Company and Crane NXT, Co. of Crane Company’s and Crane NXT, Co.’s assets, employees, liabilities and obligations (including employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after Crane Company’s spin-off from Crane.

The material agreements described below are included as exhibits to the registration statement on Form 10, of which this information statement is a part, and the summaries below set forth the currently expected terms of the agreements that Crane Company believes are material. These summaries are qualified in their entireties by reference to the full text of the applicable agreements, which are incorporated by reference into this information statement. The terms of the agreements described below that will be in effect following the spin-off have not yet been finalized; changes to these agreements, some of which may be material, may be made prior to Crane Company’s spin-off from Crane.

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The Separation and Distribution Agreement

The separation and distribution agreement will set forth Crane Company’s agreement with Crane Holdings, Co., which will be renamed “Crane NXT, Co.” following the spin-off, regarding the principal transactions necessary to separate Crane Company from Crane. It will also set forth other agreements that govern certain aspects of Crane Company’s relationship with Crane NXT, Co. after the completion of the spin-off. The parties intend to enter into the separation and distribution agreement immediately prior to the distribution of Crane Company common stock to Crane Holdings, Co. stockholders.

Transfer of Assets and Assumption of Liabilities. The separation and distribution agreement will identify assets to be transferred, liabilities to be assumed, and contracts to be assigned to each of Crane Company and Crane Holdings, Co. as part of the reorganization of Crane, and will describe when and how these transfers, assumptions and assignments will occur, although many of the transfers, assumptions and assignments will have already occurred prior to the parties’ entry into the separation and distribution agreement. In particular, the separation and distribution agreement will provide that, subject to the terms and conditions contained in the separation and distribution agreement:

• Assets primarily related to and liabilities (including whether accrued, contingent or otherwise) primarily related to any businesses of Crane, other than Crane’s Payment & Merchandising Technologies segment, will be retained by or transferred to Crane Company or one of its subsidiaries.

• All other assets and liabilities (including whether accrued, contingent or otherwise) of Crane (including those primarily related to Crane’s Payment & Merchandising Technologies segment) will be retained by or transferred to Crane Holdings, Co. or one of its subsidiaries.

• Generally, liabilities related to, arising out of or resulting from businesses of Crane that were previously discontinued or divested will be allocated to Crane Holdings, Co.

• Each party or one of its subsidiaries will assume or retain any liabilities (including under applicable federal and state securities laws) relating to, arising out of or resulting from any registration statement or similar disclosure document relating to the sale or distribution of any security after the spin-off (including periodic disclosure obligations).

• Crane Holdings, Co. will assume or retain any liability relating to, arising out of or resulting from any registration statement or similar disclosure document related to the spin-off (including the Form 10 and this information statement).

• Except as otherwise provided in the separation and distribution agreement or any ancillary agreement, all costs and expenses incurred on or prior to the effective date of the spin-off by Crane Company or Crane Holdings, Co. in connection with the spin-off (including, without limitation, costs and expenses relating to legal counsel, financial advisors, and accounting advisory work related to the spin-off) will be paid by Crane Holdings, Co.

The allocation of liabilities with respect to taxes, except for payroll taxes and reporting and other tax matters expressly covered by the employee matters agreement, will solely be covered by the tax matters agreement.

Except as may expressly be set forth in the separation and distribution agreement or any ancillary agreement, all assets will be transferred on an “as is,” “where is” basis and the respective transferees will bear the economic and legal risks that any conveyance will prove to be insufficient to vest in the transferee good title, free and clear of any security interest, that any necessary consents or governmental approvals are not obtained, and that any requirements of laws or judgments are not complied with.

Information in this information statement with respect to the assets and liabilities of the parties following the spin-off is presented based on the allocation of such assets and liabilities pursuant to the separation and distribution agreement, unless the context otherwise requires. Certain of the liabilities and obligations to be

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assumed by one party or for which one party will have an indemnification obligation under the separation and distribution agreement and the other agreements relating to the separation may be, and following the separation may continue to be, the legal or contractual liabilities or obligations of another party. Each such party that continues to be subject to such legal or contractual liability or obligation will rely on the applicable party that assumed the liability or obligation or the applicable party that undertook an indemnification obligation with respect to the liability or obligation, as applicable, under the separation and distribution agreement, to satisfy the performance and payment obligations or indemnification obligations with respect to such legal or contractual liability or obligation.

The Distribution. The separation and distribution agreement will also govern the rights and obligations of the parties regarding the proposed distribution. Crane Holdings, Co. will cause its agent to distribute to Crane Holdings, Co. stockholders that hold shares of Crane Holdings, Co.’s common stock as of the record date all the issued and outstanding shares of Crane Company’s common stock. Crane Holdings, Co. will have the sole and absolute discretion to determine (and change) the terms of, and whether to proceed with, the distribution and, to the extent it determines to so proceed, to determine the date of the distribution.

Conditions. The separation and distribution agreement will provide that the distribution is subject to several conditions that must be satisfied or waived by Crane Holdings, Co. in its sole discretion. For further information regarding the conditions relating to Crane Company’s spin-off from Crane, see the section of this information statement entitled “The Separation and Distribution—General—Conditions to the Distribution.”

Dispute Resolution. Subject to certain exceptions (including as set forth in any ancillary agreement), if a dispute arises with Crane NXT, Co. following the spin-off, arising out of, in connection with or in relation to the separation and distribution agreement or any ancillary agreement or the transactions contemplated thereby, the parties will negotiate in good faith to resolve any disputes for a period of thirty days, which may be extended by mutual written agreement of the parties. If the parties are unable to resolve the dispute in this manner, then the party that started the dispute shall initiate a nonbinding mediation by providing written notice to the other party. If the issue has not been resolved in mediation, either party may demand that the dispute be submitted to arbitration for final determination. The dispute will be exclusively and finally determined by arbitration (by a sole arbitrator if the amounts in dispute totals less than $10,000,000 and by a three-person arbitral tribunal if the amounts in dispute totals greater than $10,000,000).

Other Matters Governed by the Separation and Distribution Agreement. Other matters governed by the separation and distribution agreement will include releases, indemnification, legal matters, insurance, access to information, confidentiality, access to and provision of records and treatment of outstanding guarantees and similar credit support.

Transition Services Agreement

Upon Crane Company’s spin-off from Crane, Crane Company will enter into a transition services agreement with Crane NXT, Co. to provide for the orderly transition of Crane Holdings, Co. into two independent, publicly traded companies and to allow Crane NXT time to replace certain assets that will be allocated to the Company. Under the transition services agreement, the Company will provide Crane NXT with various services. The charges for such services are generally intended to allow the service provider to recover all of its direct and indirect costs, generally without profit.

The transition services agreement is being negotiated in the context of a parent-subsidiary relationship and in the context of the separation of Crane into two companies. All services to be provided under the transition services agreement will be provided for a specified period of time depending on the type and scope of the services to be provided, with terms for such services to be no longer than eighteen (18) months (which may be extended in certain circumstances). After the expiration of the arrangements contained in the transition services agreement, Crane NXT may not be able to replace the services provided by the Company in a timely manner or on terms and

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conditions, including cost, as favorable as those Crane NXT has received from the Company. Crane NXT is developing a plan to increase its own internal capabilities in the future to reduce its reliance on the Company for these services. Crane NXT will have the right to receive reasonable information with respect to the charges charged to Crane NXT by the Company and other service providers for transition services provided by them. In addition, after the expiration of the arrangements contained in the transition services agreement, Crane NXT will no longer pay the Company for the services provided by the Company to Crane NXT and, accordingly, the Company’s cost of carrying the assets used to provide such services may increase.

Tax Matters Agreement

Crane Company and Crane Holdings, Co., which will be renamed “Crane NXT, Co.” following the spin-off, intend to enter into a tax matters agreement immediately prior to the distribution that will generally govern Crane Company and Crane NXT, Co.’s respective rights, responsibilities and obligations with respect to tax liabilities and benefits, 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 IRS.

Allocation of Taxes

The tax matters agreement is expected to provide that Crane Holdings, Co. will be liable for all U.S. federal, state, local and foreign taxes that are (i) imposed with respect to tax returns that include both one or more members of the Crane Holdings, Co. group and one or more members of the Crane Company group (such returns, “Joint Returns”) to the extent such taxes are attributable to the Payment & Merchandising Technologies segment, or (ii) imposed with respect to tax returns that include any member of the Crane Holdings, Co. group but not any member of the Crane Company group. Crane Company will be liable for all U.S. federal, state, local and foreign taxes that are (i) imposed with respect to Joint Returns to the extent such taxes are attributable to the businesses conducted by Crane Company following the distribution, or (ii) imposed with respect to tax returns that include any member of the Crane Company group but not any member of the Crane Holdings, Co. group. Responsibility for any U.S. federal, state, local and foreign taxes that are imposed with respect to Joint Returns but that are not attributable to either the Payment & Merchandising Technologies segment or any business conducted by Crane Company following the distribution will be shared between the parties according to their relative equity values. Any taxes imposed with respect to the separation and related transactions that are not attributable to the failure of the distribution and certain related transactions to qualify for the intended tax treatment will be shared equally by Crane Holdings, Co. and Crane Company.

Indemnification Obligations

The tax matters agreement will generally provide for indemnification obligations between Crane Holdings, Co., on the one hand, and Crane Company, on the other hand. In particular, Crane Holdings, Co. will be required to indemnify Crane Company for taxes allocated to Crane Holdings, Co., as described above, and Crane Company will be required to indemnify Crane Holdings, Co. for taxes allocated to Crane Company, as described above. The terms of indemnification for any taxes attributable to the failure of the distribution and related transactions to qualify for their intended tax treatment (such taxes, “Distribution Taxes”) is expected to depend on which parties, if any, are responsible for the failure giving rise to the Distribution Taxes. The party responsible for any such failure will generally be required to indemnify the party not responsible, provided that if both parties are responsible, liability for any resulting Distribution Taxes will be shared according to relative fault. Any Distribution Taxes for which neither party is at fault will be shared by the parties according to their relative equity values.

The tax matters agreement is not anticipated to include covenants expressly restricting the Company’s ability to take actions after the distribution. For more information concerning the U.S. federal income tax consequences to Crane Company and Crane NXT, Co. if it is ultimately determined that the distribution does not qualify for the

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intended tax treatment, see the section of this information statement entitled “United States Federal Income Tax Consequences of the Distribution.”

As a member of Crane, Crane Company has (and will continue to have following the distribution) joint and several liability for the full amount of the consolidated U.S. federal income taxes of Crane relating to all taxable periods in which Crane Company (or its predecessor in interest) were part of that group. However, the tax matters agreement is expected to specify the portion of this tax liability for which Crane Company will bear responsibility and the amount for which Crane Company would agree to indemnify Crane NXT, Co.

Neither Crane Company nor Crane NXT, Co.’s obligations under the tax matters agreement is anticipated to be limited in amount. Furthermore, Crane Company and Crane NXT, Co.’s respective rights, responsibilities and obligations under the tax matters agreement are anticipated to generally survive until the expiration of the relevant statute of limitations.

Employee Matters Agreement

Prior to Crane Company’s spin-off from Crane, Crane Company will enter into an employee matters agreement with Crane Holdings, Co. The employee matters agreement will govern Crane NXT, Co.’s, Crane Company’s and the parties’ respective subsidiaries’ and affiliates’ rights, responsibilities and obligations after the spin-off with respect to the following matters:

• employees and former employees (and their respective dependents and beneficiaries) who are or were employed with Crane Holdings, Co., which will be renamed “Crane NXT, Co.” following the spin-off, Crane Company or the parties’ respective subsidiaries or affiliates;

• the allocation of assets and liabilities generally relating to employees, employment or service-related matters and employee benefit plans;

• employee compensation plans and director compensation plans, including equity plans; and

• other human resources, employment, and employee benefits matters.

The employee matters agreement will provide that, unless otherwise specified, Crane NXT, Co. will be responsible for liabilities associated with employees who will be employed by Crane NXT, Co. following the spin-off and Crane Company will be responsible for liabilities associated with employees who will be employed by Crane Company following the spin-off. With respect to former employees, unless otherwise specified, Crane NXT, Co. will be responsible for liabilities associated with those employees whose last employment was with the Payment & Merchandising Technologies business segment of Crane Holdings, Co. before the spin-off, and Crane Company will be responsible for liabilities associated with those employees whose last employment was with any of the other business segments of Crane Holdings, Co. before the spin-off, as well as certain former corporate employees.

The matters to be governed by the employee matters agreement include, among other things, (i) establishment and administration of employee benefit plans, (ii) adjustments to, and administration of, Crane Holdings, Co. equity compensation awards granted before the distribution, (iii) access to and provision of records and (iv) preservation of fiduciary and amendment powers.

Employee Benefits Generally

Immediately after the distribution date, Crane NXT, Co. and Crane Company will each provide employee benefits for their respective eligible employees substantially similar to the employee benefits provided by Crane Holdings, Co. immediately before the distribution date. Crane Company will assume sponsorship of the Pension Plan for All Eligible Employees of Crane Co., a tax-qualified defined benefit pension plan for certain U.S. employees that was frozen with no further benefit accruals for most participants after December 31, 2012. Crane

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Company will also assume sponsorship of the Amended and Restated Crane Co. Savings and Investment Plan (the “Crane Company Savings Plan”), a tax-qualified 401(k) plan for eligible U.S. employees, and the various health and welfare plans. Crane NXT, Co. will establish its own 401(k) plan, to which accounts of active Crane NXT employees will be transferred from the Crane Company Savings Plan, as well as Crane NXT, Co.’s own health and welfare plans. Other benefit and compensatory plans will be assigned to either Crane NXT, Co. or Crane Company based on the employees covered by the plans, and where applicable, mirror plans will be established by the other company.

Equity Compensation Awards

Adjustments. Crane Holdings, Co. equity compensation awards outstanding immediately before the distribution are expected to be adjusted as described below in a manner that is intended to preserve the aggregate intrinsic value of each award immediately after the distribution when compared to the aggregate intrinsic value immediately before the distribution (as calculated based on the applicable stock price measurements specified in the employee matters agreement), subject to rounding. For any underwater stock options, the adjustments are intended to preserve the degree to which the options were out of the money immediately before the distribution. However, the Crane Holdings, Co. Compensation Committee may alter the treatment of awards in any non-U.S. jurisdiction to the extent that it determines such alteration is necessary or appropriate, including to avoid adverse tax consequences to the award holders, and the Crane Holdings, Co. Compensation Committee may alter the adjustment rules per individual agreements (such as for new hires).

For members of the Executive Officer Group and non-employee directors, each Crane Holdings, Co. award that is outstanding immediately prior to the distribution will be adjusted using the “shareholder method.” Under the shareholder method, the award holder will be treated similarly to stockholders of Crane Holdings, Co. Specifically, each such individual will (i) continue to hold the existing Crane Holdings, Co. award for the same number of shares of Crane NXT, Co. common stock that was subject to such award immediately before the distribution and (ii) receive an identical award under the Crane Company 2023 Stock Incentive Plan with respect to one share of Crane Company common stock for each share of Crane Holdings, Co. common stock underlying the original award. The resulting post-distribution Crane NXT, Co. award and Crane Company award (collectively, the “new awards”) will have a combined intrinsic value immediately following the consummation of the distribution equal to the intrinsic value of the existing Crane Holdings, Co. award immediately before the consummation of the distribution, taking into account any necessary adjustments to the exercise price of the new awards, if applicable, to maintain such intrinsic value (or, for underwater stock options, to maintain the degree to which the option was out of the money immediately before the consummation of the distribution). To the extent the existing Crane Holdings, Co. award is subject to vesting based upon continued service with Crane, the new awards will also remain subject to the same vesting conditions based upon continued employment with the individual’s post-distribution employer.

All other employees will receive the “replacement method” treatment with respect to their outstanding Crane Holdings, Co. awards. Under the replacement method, the individual will only hold awards with respect to the equity of their post-distribution employer. Specifically, such individuals that will remain with Crane NXT, Co. post-distribution will continue to hold their existing Crane Holdings, Co. awards. In contrast, such individuals that will be employed by Crane Company post-distribution will have their existing Crane Holdings, Co. awards converted into substantially identical awards with respect to shares of Crane Company common stock under the Crane Company 2023 Stock Incentive Plan. Any legacy awards held by individuals whose employment terminated before the distribution will be converted into Crane Company awards. The number of shares of common stock underlying the continued or converted awards, and/or the exercise price of such awards, if applicable, will be adjusted so that they have the same intrinsic value immediately following the consummation of the distribution as the intrinsic value of the existing Crane Holdings, Co. award immediately before the consummation of the distribution (or, for underwater stock options, to maintain the degree to which the option was out of the money immediately before the consummation of the distribution), other than small differences due to rounding to keep awards expressed in whole shares. To the extent the existing Crane Holdings, Co. award is

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subject to vesting based upon continued service with Crane Holdings, Co., the continued or converted award, whichever is applicable, will also remain subject to the same vesting conditions based upon continued employment with such individual’s post-distribution employer.

The Crane NXT, Co. PRSUs and the Crane Company PRSUs, whether resulting from adjustments by the shareholder method or the replacement method, will remain subject to relative TSR goals over the same performance period against the same peer group as the original Crane Holdings, Co. PRSUs, but adjusted to apply as if each of Crane NXT, Co. and Crane Company had been separate companies over the entire performance period.

Payment Timing for DSUs. Current and certain former non-employee members of the Crane Holdings, Co. Board of Directors hold DSUs, which are settled upon or following the non-employee director’s cessation of board service. As described above, we currently expect that those DSUs will be adjusted into both Crane NXT, Co. and Crane Company DSUs in connection with the distributions based on the shareholder method for adjustments. The distribution will not trigger immediate settlement of the adjusted DSUs for non-employee directors who remain in service with either Crane NXT, Co. or Crane Company after the distribution. Rather, settlement of the adjusted DSUs will be triggered when the non-employee director separates from service with the post-distribution company for which they continue to serve. For non-employee directors serving on both the Crane NXT, Co. Board of Directors and Crane Company Board of Directors immediately after the distribution, separation from the Crane NXT, Co. Board of Directors will trigger settlement of the adjusted DSUs.

Non-Solicitation

The employee matters agreement restricts each of Crane NXT, Co. and its subsidiaries and Crane Company and its subsidiaries from soliciting employees from the other company during the twenty-four month period following the distribution.

Non-U.S. Employees

The provisions of the employee matters agreement generally cover employees in the non-U.S. jurisdictions. All actions taken with respect to non-U.S. Crane Company employees or U.S. Crane Company employees working in non-U.S. jurisdictions will be subject to and accomplished in accordance with applicable law in the custom of the applicable jurisdictions.

Intellectual Property Matters Agreement

Crane Company intends to enter into an intellectual property matters agreement with Crane Holdings, Co., which will be renamed “Crane NXT, Co.” following the spin-off. The intellectual property matters agreement will govern the continued ownership and use by the Company and Crane NXT of their respective trademarks and trade names that include or are comprised of the term “Crane” in their respective businesses. The intellectual property matters agreement will provide that Crane NXT will use such trademarks and trade names in a manner consistent with historical quality levels and not in a manner that would tarnish the reputation of the trademarks and trade names that include or are comprised of the term “Crane” (among other obligations intended to preserve the legacy of the “Crane” brand). In the event that Crane NXT materially breaches (and fails to cure) the foregoing legacy preservation obligations (or otherwise ceases use of the “Crane” brand), Crane Company has the right to require that Crane NXT cease use of (and assign to Crane Company) all of its trademarks and trade names that include or are comprised of the term “Crane.” In the event that Crane Company ceases use of the “Crane” brand, Crane NXT has the right to require that Crane Company cease use of (and assign to Crane NXT) all of its trademarks and trade names that include or are comprised of the term “Crane.”

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of the date hereof, all of Crane Company’s outstanding shares of common stock are owned by Crane Holdings, Co. Immediately after the distribution, Crane NXT, Co. will own no shares of Crane Company common stock.

The following table provides information with respect to the expected beneficial ownership of Crane Company common stock immediately after the distribution by (i) each person who we believe will be a beneficial owner of more than five percent of Crane Company’s outstanding shares of common stock, (ii) each of Crane Company’s expected directors, director nominees, and named executive officers and (iii) all expected directors and executive officers as a group. We based the share amounts on each person’s beneficial ownership of shares of Crane Holdings, Co. common stock as of October 31, 2022, unless we indicate some other basis for the share amounts, and assuming a distribution ratio of one share of Crane Company common stock for every one share of Crane Holdings, Co. common stock. Beneficial ownership is determined in accordance with the rules of the SEC.

Security Ownership of Certain Beneficial Owners

Based on the information filed by stockholders of Crane Holdings, Co. on Schedules 13D and 13G, reporting beneficial ownership of Crane Holdings, Co. common stock as of the date of the event which required such filing, we anticipate the following stockholders will beneficially own more than five percent of Crane Company common stock immediately following the distribution. Solely for the purposes of the following table, we assumed that 56,144,427 of our shares of common stock were issued and outstanding as of October 31, 2022 based on Crane Holdings, Co. common stock outstanding as of such date and the distribution ratio. The actual number of shares of our common stock to be outstanding following the spin-off will be determined on the record date of the distribution.

Name and Address of Beneficial Owner	Shares of Crane Company’s Common Stock to be Beneficially Owned Upon the Distribution		% of Class
The Crane Fund(1) 140 Sylvan Ave, #5 Englewood Cliffs, NJ 07632		7,778,416		13.9	%
FMR LLC(2) 245 Summer Street Boston, MA 02210		5,936,299		10.6	%
The Vanguard Group(3) 100 Vanguard Blvd. Malvern, PA 19355		4,695,385		8.4	%
BlackRock, Inc.(4) 55 East 52nd Street New York, NY 10022		4,014,384		7.2	%

⁽¹⁾  The Crane Fund, a trust established for the benefit of former employees in need (the “Crane Fund”), is managed by trustees appointed by the Board of Directors of Crane Holdings, Co. The incumbent trustees are A. M. D’Iorio, T. A. Polmanteer and C. Cristiano, all of whom are executive officers of Crane Holdings, Co. Pursuant to the trust instrument, the shares held by the trust are voted by the trustees as directed by the Board of Directors of Crane Holdings, Co., the distribution of the income of the trust for its intended purposes is subject to the control of the Board of Directors of Crane Holdings, Co. and the shares may be sold by the trustees only upon the direction of the Board of Directors of Crane Holdings, Co. None of the directors or the trustees has any direct beneficial interest in, and all disclaim beneficial ownership of, shares held by The Crane Fund.

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⁽²⁾  As reported in a Schedule 13G filed on November 10, 2022, by FMR LLC, directly and on behalf of Abigail P. Johnson and certain subsidiaries, giving information on shareholdings as of October 31, 2022. According to the Schedule 13G, FMR LLC, a parental holding company, has sole voting power over 5,906,223 shares and sole dispositive power over 5,936,299 shares of Crane Holdings, Co. stock.

⁽³⁾  As reported in a Schedule 13G filed on February 9, 2022, by The Vanguard Group, directly and on behalf of certain subsidiaries, giving information on shareholdings as of December 31, 2021. According to the Schedule 13G, The Vanguard Group, an investment adviser, has shared voting power over 24,864 shares, sole dispositive power over 4,631,205 shares and shared dispositive power over 64,180 shares of Crane Holdings, Co. stock.

⁽⁴⁾  As reported in a Schedule 13G filed on February 1, 2022, by BlackRock, Inc., giving information on shareholdings as of December 31, 2021. According to the Schedule 13G, BlackRock, Inc., a parental holding company or control person, has sole voting power over 3,836,352 shares and sole dispositive power over 4,014,384 shares of Crane Holdings, Co. stock.

Share Ownership of Executive Officers and Directors

To the extent Crane Company’s directors and officers own shares of Crane Holdings, Co. common stock at the time of the spin-off, they will participate in the distribution on the same terms as other holders of shares of Crane Holdings, Co. common stock.

The address of each director, director nominee and executive officer shown in the table below is c/o Crane Company, 100 First Stamford Place, Stamford, CT 06902.

Name and Address of Beneficial Owner	Shares of Crane Company’s Common Stock to be Beneficially Owned Upon the Distribution	% of Class
Max H. Mitchell
Richard A. Maue
Anthony M. D’Iorio
Alejandro Alcala
[TBD]
Directors and executive officers as a group ([●] persons)

* Less than one percent (1%)

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DESCRIPTION OF CERTAIN INDEBTEDNESS

Crane Company intends to enter into the Crane Company Term Loan. Proceeds from the Crane Company Term Loan are expected to be used to pay a dividend to Crane Holdings, Co. No assurance can be given whether such financing will occur in the anticipated time frame on favorable terms, or at all.

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DESCRIPTION OF CAPITAL STOCK

Crane Company’s certificate of incorporation and by-laws will be amended and restated prior to the spin-off. The following is a summary of the currently expected material terms of Crane Company’s capital stock that will be contained in Crane Company’s amended and restated certificate of incorporation and amended and restated by-laws. The summaries and descriptions below do not purport to be complete statements of the relevant provisions of Crane Company’s amended and restated certificate of incorporation or of Crane Company’s amended and restated by-laws to be in effect at the time of the distribution and is qualified by reference to Delaware statutory and common law and the full texts of such documents. The summary is qualified in its entirety by reference to these documents, which you should read (along with the applicable provisions of Delaware law) for complete information on Crane Company’s capital stock at the time of the distribution. Crane Company’s amended and restated certificate of incorporation and amended and restated by-laws that will be in effect at the time of the distribution are included as exhibits to the registration statement on Form 10, of which this information statement is a part.

Authorized Capital Stock

Immediately following the distribution, Crane Company’s authorized capital shall consist of 200,000,000 shares of common stock, par value $1.00 per share, of Crane Company and 5,000,000 shares of preferred stock, par value $0.01 per share, of Crane Company.

Common Stock

Immediately following the distribution, Crane Company expects that approximately [●] shares of its common stock will be issued and outstanding based upon approximately [●] shares of Crane Company common stock outstanding as of [●]. All outstanding shares of Crane Company common stock, when issued, will be fully paid and nonassessable.

Each holder of Crane Company common stock will be entitled to one vote for each share on all matters to be voted upon by the common stockholders. The holders of Crane Company common stock will not be entitled to cumulative voting of their shares. Subject to any preferential rights of any outstanding preferred stock, holders of Crane Company common stock will be entitled to receive ratably the dividends, if any, as may be declared from time to time by Crane Company’s Board of Directors out of funds legally available for that purpose. If there is a liquidation, dissolution or winding up of Crane Company, voluntary or involuntary, holders of its common stock would be entitled to share ratably in all assets of the Company remaining after payments to creditors and after the satisfaction of the liquidation preference, if any, of the holders of any preferred stock that may at the time be outstanding.

Holders of Crane Company common stock will have no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences, and privileges of the holders of Crane Company common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that Crane Company may designate and issue in the future.

Preferred Stock

Under the terms of Crane Company’s amended and restated certificate of incorporation, Crane Company’s Board of Directors will be able to, without approval of stockholders, issue one or more series of preferred stock. Crane Company’s Board of Directors may determine the number of shares of each series and the designations,

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preferences and relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions thereof, if any, including dividend rights, voting rights, conversion rights, redemption rights and any liquidation preferences and the terms and conditions of issue.

Although Crane Company’s Board of Directors does not currently intend to do so, it will be able to authorize Crane Company to issue a class or series of preferred stock that could, depending upon the terms of the particular class or series, delay, defer or prevent a transaction or a change in control of Crane Company, even if such transaction or change in control involves a premium price for Crane Company’s stockholders or Crane Company’s stockholders believe that such transaction or change in control may be in their best interests. Crane Company’s Board of Directors may be able to issue preferred stock with voting rights or conversion rights that, if exercised, could adversely affect the voting power of the holders of common stock.

Limitations on Liability, Indemnification of Officers and Directors and Insurance

Crane Company’s amended and restated certificate of incorporation will provide that no director of Crane Company will be liable to Crane Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to Crane Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. Crane Company’s amended and restated certificate of incorporation will further provide that if the DGCL is amended to authorize corporate action further limiting or eliminating the personal liability of directors, then the liability of a director to Crane Company shall be limited or eliminated to the fullest extent permitted by the DGCL, as so amended from time to time.

Crane Company’s amended and restated by-laws will provide that Crane Company will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of Crane Company) by reason of the fact that such person is or was or has agreed to become a director or officer of Crane Company, or is or was serving or who has agreed to serve at the request of Crane Company as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent not prohibited by applicable law, against costs, charges, expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of Crane Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of Crane Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful. Crane Company shall also have the power to indemnify its other officers, employees and other agents as set forth in the DGCL or other applicable law.

Crane Company’s amended and restated certificate of incorporation and amended and restated by-laws will also provide that Crane Company will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of Crane Company to procure a judgment in its favor by reason of the fact that such person is or was or has agreed to become a director or officer of Crane Company, or is or was serving or has agreed to serve at the request of Crane Company as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent not prohibited by applicable law, against costs, charges and expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of Crane Company except that no indemnification shall be made in respect of any claim, issue or matter as to

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which such person shall have been adjudged to be liable to Crane Company unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such costs, charges and expenses which the Court of Chancery or such other court shall deem proper.

Crane Company’s amended and restated by-laws will further provide that, to the extent that a present or former director or officer of Crane Company has been successful on the merits, or otherwise in defense of any action, suit or proceeding referred to in the two paragraphs immediately above, or in defense of any claim, issue or matter therein, such person shall be indemnified against all costs, charges and expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. Further, any indemnification under the two paragraphs immediately above (unless ordered by a court) shall be made by Crane Company only as authorized in the specific case upon a determination that indemnification of the present or former director or officer of Crane Company, or a person who has agreed to become a director or officer of Crane Company, or is or was serving or who has agreed to serve at the request of Crane Company as a director or officer of another corporation, partnership, joint venture, trust or other enterprise is proper in the circumstances because the person has met the applicable standard of conduct set forth in the two paragraphs immediately above. Such determination shall be made, with respect to a person who is a director or officer of Crane Company at the time of such determination: (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum; (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum; (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of Crane Company.

In addition, the costs, charges and expenses (including attorneys’ fees) incurred by a person who is a director or officer of Crane Company at such time in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by Crane Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay all amounts so advanced in the event it shall ultimately be determined that such director or officer is not entitled to be indemnified by Crane Company as authorized under Article IX of Crane Company’s amended and restated by-laws. The costs, charges and expenses (including attorneys’ fees) incurred by any former director or officer of Crane Company or by persons serving at the request of Crane Company as directors or officers of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as Crane Company deems appropriate.

Crane Company may, to the extent authorized from time to time by Crane Company’s Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of Crane Company similar to those conferred in Crane Company’s amended and restated by-laws to directors and officers of Crane Company.

In addition, Crane Company will enter into certain customary indemnification agreements with its directors and officers. These agreements will require Crane Company to provide indemnification and expense reimbursement in certain circumstances.

Crane Company shall purchase and maintain directors’ and officers’ liability insurance that covers certain liabilities and expenses of its directors and officers or any person who is or was or has agreed to become a director or officer of Crane Company or is or was serving or who has agreed to serve at the request of Crane Company as a director or officer of another corporation, partnership, joint venture, trust or other enterprise and that covers Crane Company for reimbursement of payments to its directors and officers and such persons in respect of such liabilities and expenses; provided that such insurance is available on acceptable terms, which determination shall be made by a vote of a majority of the entire Board of Directors of Crane Company.

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Anti-Takeover Effects of Various Provisions of Delaware Law and Crane Company’s Certificate of Incorporation and By-laws

Delaware Anti-Takeover Provisions. Following the distribution, Crane Company will be subject to Section 203 of the DGCL, an anti-takeover statute. Section 203 of the DGCL protects publicly traded Delaware corporations, such as Crane Company following the distribution, from hostile takeovers, and from actions following a hostile takeover, by prohibiting some transactions once a potential acquirer has gained a significant holding in the corporation. Subject to certain exceptions, the statute prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:

• prior to such date, the board of directors approved of such corporation either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

• upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of such corporation outstanding at the time the transaction commenced (excluding for purposes of determining the number of shares outstanding (but not the outstanding voting stock owned by the interested stockholder), those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer); or

• on or after such date the business combination is approved by the board of directors of such corporation and authorized at an annual or special meeting of stockholders and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding voting stock that is not owned by the interested stockholder.

For purposes of Section 203 of the DGCL, a “business combination” includes a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder, with an “interested stockholder” being defined as a person who, together with affiliates and associates, owns (or who is an affiliate or associate of the corporation and did own within three years prior to the date of determination whether the person is an “interested stockholder”) 15% or more of the corporation’s voting stock.

A corporation may elect not to be governed by Section 203 of the DGCL. Neither Crane Company’s amended and restated certificate of incorporation nor Crane Company’s amended and restated by-laws will contain the election not to be governed by Section 203 of the DGCL. Therefore, Crane Company will be governed by Section 203 of the DGCL.

Crane Company’s amended and restated certificate of incorporation and amended and restated by-laws will contain, and Delaware law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and to encourage prospective acquirers to negotiate with Crane Company’s Board of Directors rather than to attempt a hostile takeover. These provisions are expected to include, among others:

• Authority of Crane Company’s Board of Directors to issue capital stock;

• All stockholder actions must be effected at a duly called meeting of stockholders (which may only be called by the Chairman of Crane Company’s Board of Directors or a majority of Crane Company’s Board of Directors) and not by written consent;

• Members of Crane Company’s Board of Directors may be removed at any time only, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of the issued and outstanding shares then entitled to vote at an election of directors, voting together as a single class;

• No cumulative voting;

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• Nominees for a director of Crane Company’s Board of Directors shall be elected if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election, except that directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which a stockholder has nominated a person for election to Crane Company’s Board of Directors; and

• Amendments to Crane Company’s amended and restated by-laws require the affirmative vote of two-thirds of the shares of stock of Crane Company outstanding and entitled to vote thereon, voting together as a single class, or by the affirmative vote of a majority of Crane Company’s Board of Directors then in office.

Amendments to Constituent Documents. Delaware law provides that an amendment to a corporation’s certificate of incorporation requires that its board of directors adopt a resolution setting forth the proposed amendment and declaring its advisability, and that a majority of the voting power of the then outstanding capital stock of the corporation approve the amendment, although the certificate of incorporation may provide for a greater vote. Crane Company’s amended and restated certificate of incorporation will provide that the affirmative vote of the holders of at least two-thirds of the voting power of the then outstanding shares entitled to vote, voting together as a single class, is required to amend or repeal, or adopt any provisions inconsistent with, certain articles (Article V, Article VI and Article VII) of Crane Company’s amended and restated certificate of incorporation.

Crane Company’s amended and restated certificate of incorporation will also provide that the holders of at least two-thirds of the voting power of the then outstanding shares entitled to vote, voting together as a single class, is required to make, alter, amend or repeal certain articles of Crane Company’s amended and restated by-laws without any action on the part of Crane Company’s Board of Directors. Further, under Crane Company’s amended and restated certificate of incorporation, Crane Company’s Board of Directors will be expressly authorized to make, alter, amend or repeal Crane Company’s amended and restated by-laws, without any action on the part of the stockholders. Crane Company’s amended and restated by-laws will note that the affirmative vote of a majority of Crane Company’s Board of Directors then in office is required for Crane Company’s Board of Directors to amend or repeal, or adopt, new by-laws.

Size of Board and Vacancies. Crane Company’s amended and restated certificate of incorporation and amended and restated by-laws will provide that the number of directors on Crane Company’s Board of Directors will be not less than three nor more than fifteen, with the exact number of directors to be fixed by a majority of Crane Company’s Board of Directors. Unless otherwise required by law or the Certificate of Incorporation, vacancies on Crane Company’s Board of Directors or any committee thereof resulting from the death, resignation or removal of a director, or from an increase in the number of directors constituting Crane Company’s Board of Directors or such committee or otherwise, may be filled only by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. The directors so chosen shall, in the case of Crane Company’s Board of Directors, hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier death, resignation or removal and, in the case of any committee of Crane Company’s Board of Directors, shall hold office until their successors are duly appointed by Crane Company’s Board of Directors or until their earlier death, resignation or removal.

Special Stockholder Meetings. Crane Company’s amended and restated by-laws will provide that only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to Crane Company’s notice of meeting. A special meeting of stockholders may only be called by the Chairman of Crane Company’s Board of Directors or a majority of Crane Company’s Board of Directors, and stockholders may not act by written consent.

Advance Notice for Stockholder Proposals and Nominations. Crane Company amended and restated by-laws will provide that only such business (other than nominations for election to Crane Company’s Board of Directors) may be transacted at an annual meeting of the stockholders as is either (i) specified in the notice of meeting (or any supplement or amendment thereto) given by or at the direction of Crane Company’s Board of

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Directors (or any duly authorized committee thereof), (ii) otherwise properly brought before the meeting by or at the direction of Crane Company’s Board of Directors (or any duly authorized committee thereof), or (iii) otherwise properly brought before the meeting by a stockholder of Crane Company (a) who is a stockholder of record on the date of the giving of the notice provided for in Crane Company’s amended and restated by-laws and on the record date for the determination of stockholders entitled to notice of and to vote at such annual meeting of stockholders and (b) who complies with the notice procedures set forth in Crane Company’s amended and restated by-laws and described below.

For business to be properly brought before an annual meeting by a stockholder, the stockholder must have delivered to, or have mailed, and Crane Company must have received, at the principal executive offices of Crane Company, notice not less than ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting. However, in the event that the annual meeting of stockholders is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than ninety (90) days prior to the date of the annual meeting of stockholders or, if later, the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting of stockholders was mailed or such public disclosure of the date of the annual meeting of stockholders was made, whichever first occurs.

Crane Company’s amended and restated by-laws will also specify requirements as to the form and content of a stockholder’s notice. These provisions may preclude stockholders from bringing matters before a meeting of stockholders.

Certain Effects of Authorized but Unissued Stock. Crane Company’s authorized but unissued shares of common stock will available for Crane Company’s Board of Directors to issue without stockholder approval. Crane Company will be able to use the additional authorized shares of common stock for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of Crane Company’s authorized but unissued shares of common stock could render more difficult or discourage an attempt to obtain control of Crane Company by means of a proxy contest, tender offer, merger or other transaction.

As noted above, Crane Company’s Board of Directors will be able to, without approval of stockholders, issue one or more series of preferred stock. In some cases, the issuance of preferred stock could delay, defer or prevent a change in control of Crane Company and make it harder to remove present management, without further action by Crane Company stockholders. Under some circumstances, preferred stock could also decrease the amount of earnings and assets available for distribution to holders of Crane Company common stock if Crane Company liquidates or dissolves and could also restrict or limit dividend payments to holders of Crane Company common stock.

Sale of Unregistered Securities

On June 15, 2022, Crane Company issued 100 shares of its common stock to Crane Holdings, Co. in exchange for $1.00 per share, which amounts to $100 in the aggregate. Crane Company did not register the issuance of these shares under the Securities Act because such issuance did not constitute a public offering and therefore was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.

Transfer Agent and Registrar

We expect that the transfer agent and registrar for the shares of Crane Company common stock will be Computershare. The transfer agent and registrar’s address is Computershare Trust Company, N.A., P.O. Box 505000, Louisville, KY 40233-5000.

203

Stock Exchange Listing

We expect that Crane Company’s common stock will be listed on the NYSE under the symbol “CR,” and Crane Holdings, Co. will be renamed “Crane NXT, Co.” and intends to change the ticker symbol for its common stock currently listed on the NYSE to “CXT.”

204

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form 10, including exhibits and schedules filed with the registration statement of which this information statement is a part, under the Exchange Act, with respect to Crane Company common stock being distributed as contemplated by such registration statement. This information statement is part of, and does not contain all of the information set forth in, such registration statement and exhibits and schedules to such registration statement. For further information with respect to Crane Company and Crane Company common stock, please refer to such registration statement, including its exhibits and schedules. Statements made in this information statement relating to any contract or other document are not necessarily complete, and you should refer to the exhibits attached to such registration statement for copies of the actual contract or document.

As a result of the distribution, Crane Company will become subject to the information and reporting requirements of the Exchange Act and, in accordance with the Exchange Act, Crane Company will file periodic reports, proxy statements, and other information with the SEC. The SEC maintains a website, www.sec.gov, that contains periodic reports, proxy statements and information statements and other information regarding issuers, like us, that file electronically with the SEC. The registration statement on Form 10, of which this information statement is a part, including its exhibits and schedules, and the periodic reports, proxy statements and information statements and other information that Crane Company files electronically with the SEC will be available for inspection and copying at the SEC’s website.

You can also find a copy of the registration statement on Form 10, of which this information statement is a part, on our website, www.craneco.com, which Crane Company will make available free of charge. Crane Company also plans to make available its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, in each case, filed with or furnished to the SEC pursuant to the Exchange Act, on our website, www.craneco.com, which Crane Company will make available free of charge as soon as reasonably practicable after Crane Company electronically files such material with, or furnish it to, the SEC.

Information contained on, or connected to, any website we refer to in this information statement does not and will not constitute a part of this information statement or the registration statement of which this information statement is a part.

We intend to furnish holders of Crane Company common stock with annual reports containing consolidated financial statements prepared in accordance with GAAP and audited and reported on, with an opinion expressed by an independent registered public accounting firm.

You should rely only on the information contained in this information statement or to which we have referred you. We have not authorized any person to provide you with different information or to make any representation not contained in this information statement.

205

INDEX TO FINANCIAL STATEMENTS

Crane Holdings, Co.

	Page
Unaudited Condensed Consolidated Interim Financial Statements
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021		F-2
Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended September 30, 2022 and 2021		F-3
Condensed Consolidated Balance Sheets as of September  30, 2022 and December 31, 2021		F-4
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021		F-6
Notes to Condensed Consolidated Interim Financial Statements		F-8
Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm		F-29
Consolidated Statements of Operations for the years ended December  31, 2021, 2020 and 2019		F-31
Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019		F-32
Consolidated Balance Sheets as of December 31, 2021 and 2020		F-33
Consolidated Statements of Cash Flows for the years ended December  31, 2021, 2020 and 2019		F-34
Consolidated Statements of Changes in Equity for the years ended December 31, 2021, 2020 and 2019		F-36
Notes to Consolidated Financial Statements		F-37
Crane Company (Supplemental)
	Page
Unaudited Condensed Combined Interim Financial Statements
Condensed Combined Statements of Operations for the nine months ended September 30, 2022 and 2021		F-83
Condensed Combined Statements of Comprehensive Income for the nine months ended September 30, 2022 and 2021		F-84
Condensed Combined Balance Sheets as of September  30, 2022 and December 31, 2021		F-85
Condensed Combined Statements of Cash Flows for the nine months ended September 30, 2022 and 2021		F-86
Notes to Condensed Combined Interim Financial Statements		F-87
Audited Combined Financial Statements
Report of Independent Registered Public Accounting Firm		F-106
Combined Statements of Operations for the years ended December  31, 2021, 2020 and 2019		F-108
Combined Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019		F-109
Combined Balance Sheets as of December 31, 2021 and 2020		F-110
Combined Statements of Cash Flows for the years ended December  31, 2021, 2020 and 2019		F-111
Combined Statements of Changes in Net Investment for the years ended December 31, 2021, 2020 and 2019		F-112
Notes to Combined Financial Statements		F-113

F-1

CRANE HOLDINGS, CO.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended 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.

F-2

CRANE HOLDINGS, CO.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended 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.

F-3

CRANE HOLDINGS, CO.

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.

F-4

CRANE HOLDINGS, CO.

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.

F-5

CRANE HOLDINGS, CO.

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
Non-cash loss on divestiture of asbestos-related assets and liabilities		148.9			—
Gain on sale of business		(232.5	)		—
Gain on sale of property		—			(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

F-6

CRANE HOLDINGS, CO.

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.

F-7

Crane Holdings, Co.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(All in Millions of Dollars, Unless Otherwise Stated)

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

F-8

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.

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.

F-9

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.

F-10

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

F-11

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”

F-12

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

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.

F-13

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

F-14

(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

F-15

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.

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

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	)	$	—

F-16

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	$	—

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

F-17

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.

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.

F-18

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

A summary of intangible assets follows:

	Weighted Average Amortization Period of Finite Lived Assets (in years)		September 30, 2022						December 31, 2021
(in millions)			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

F-19

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

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

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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 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.

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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”) 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,

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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.

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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, 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.

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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 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

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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.

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

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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.

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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.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Crane Holdings, Co. (formerly Crane Co.) and subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, cash flows, and changes in equity, for each of the three years in the period ended December 31, 2021 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Asbestos Liability — Refer to Note 12, Commitments and Contingencies, to the financial statements

Critical Audit Matter Description

The Company is a defendant in cases filed in numerous state and federal courts alleging injury or death of exposure to asbestos. The Company records an estimated liability related to the resolution cost of pending and future claims projected to be filed against the Company for which management believes are probable of occurring and reasonably estimable. The model utilized by the Company to estimate its asbestos liability has several factors that involve the application of significant judgement and estimates with a significant measurement of uncertainty. The most significant factors affecting the asbestos liability are (1) the number of new mesothelioma claims filed against the Company, (2) the average settlement costs for mesothelioma claims, (3) the percentage of mesothelioma claims dismissed against the Company and (4) the aggregate defense costs incurred by the Company. These factors are interdependent, and no one factor predominates in determining the liability estimate. Changes in these estimates and assumptions could have a significant impact on the asbestos liability. The current and non-current liability as of December 31, 2021 was $62.3 million and $549.8 million, respectively.

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Given the subjectivity of estimating the asbestos liability, future claims, and underlying assumptions utilized by management, auditing management’s judgments regarding the significant factors listed above involved especially subjective auditor judgment, including the need to involve our actuarial specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures performed on the recorded asbestos liability included the following, among others:

• We tested the design and effectiveness of controls over the asbestos liability, including those over the projection of settlement value of current and future claims.

• We obtained the System and Organization Control Report (SOC) 1 reports for the outside service providers to evaluate the processes and controls relevant to the Company’s asbestos claims administration.

• With the assistance of our internal actuarial specialists, we:

• Evaluated the reasonableness of the underlying methodology for estimating the liability.

• Tested the completeness and accuracy of underlying source data that served as the basis for the actuarial analysis and estimates, including historical claims, to test that the inputs to the actuarial estimate were reasonable.

• Compared management’s prior-year assumptions of expected development and ultimate loss to actual incurred during the current year to identify potential bias in the determination of the liability.

• We assessed the reasonableness of the forecast period used by the Company to estimate the liability.

• Developed a range of independent estimates based on loss information and historical and industry claim development factors and compared our estimates to the Company’s estimates.

• We considered the impact of changes in the regulatory and litigation environments on management’s assumptions by performing corroborating inquires with the Company’s internal and external legal counsel.

• We evaluated management’s ability to accurately estimate the future liability by comparing actual results to management’s historical estimates.

/s/ Deloitte & Touche LLP

Stamford, Connecticut

February 28, 2022, except for the impacts of reclassifying the Engineered Materials business to continuing operations as discussed in Note 17, as to which the date is August 30, 2022.

We have served as the Company’s auditor since 1979.

F-30

CRANE HOLDINGS, CO.

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the year ended December 31,
(in millions, except per share data)	2021			2020			2019
Net sales	$	3,408.0		$	2,936.9		$	3,283.1
Operating costs and expenses:
Cost of sales		2,120.3			1,930.7			2,104.1
Selling, general and administrative		775.4			698.1			698.0
Restructuring (gains) charges, net		(16.9	)		32.3			17.5
Acquisition-related and integration charges		—			12.9			5.2
Asbestos provision, net		—			—			229.0
Environmental provision, net		—			—			18.9
Operating profit		529.2			262.9			210.4
Other income (expense):
Interest income		1.4			2.0			2.7
Interest expense		(46.9	)		(55.3	)		(46.8	)
Miscellaneous income, net		19.1			14.9			4.4
Total other expense		(26.4	)		(38.4	)		(39.7	)
Income before income taxes		502.8			224.5			170.7
Provision for income taxes		67.4			43.4			37.1
Net income before allocation to noncontrolling interests		435.4			181.1			133.6
Less: Noncontrolling interest in subsidiaries’ earnings		—			0.1			0.3
Net income attributable to common shareholders	$	435.4		$	181.0		$	133.3
Basic earnings per share	$	7.46		$	3.10		$	2.23
Weighted average basic shares outstanding		58.4			58.3			59.8
Diluted earnings per share	$	7.36		$	3.08		$	2.20
Weighted average diluted shares outstanding		59.2			58.8			60.6

See Notes to Consolidated Financial Statements

F-31

CRANE HOLDINGS, CO.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	For the year ended December 31,
(in millions)	2021			2020			2019
Net income before allocation to noncontrolling interests	$	435.4		$	181.1		$	133.6
Components of other comprehensive income (loss), net of tax
Currency translation adjustment		(69.2	)		70.4			11.5
Changes in pension and postretirement plan assets and benefit obligation, net of tax		96.0			(53.6	)		(47.7	)
Other comprehensive income (loss), net of tax		26.8			16.8			(36.2	)
Comprehensive income before allocation to noncontrolling interests		462.2			197.9			97.4
Less: Noncontrolling interests in comprehensive income (loss)		0.6			(0.5	)		(0.1	)
Comprehensive income attributable to common shareholders	$	461.6		$	198.4		$	97.5

See Notes to Consolidated Financial Statements

F-32

CRANE HOLDINGS, CO.

CONSOLIDATED BALANCE SHEETS

	Balance as of December 31,
(in millions, except shares and per share data)	2021			2020
Assets
Current assets:
Cash and cash equivalents	$	478.6		$	551.0
Current insurance receivable—asbestos		13.7			14.4
Accounts receivable, net		483.0			432.7
Inventories, net		449.1			438.2
Other current assets		118.7			137.4
Total current assets		1,543.1			1,573.7
Property, plant and equipment, net		555.6			600.4
Insurance receivable—asbestos		60.0			72.5
Long-term deferred tax assets		17.7			14.9
Intangible assets, net		467.1			520.3
Goodwill		1,583.8			1,609.0
Other assets		259.3			198.1
Total assets	$	4,486.6		$	4,588.9
Liabilities and equity
Current liabilities:
Short-term borrowings	$	—		$	375.7
Accounts payable		273.7			218.4
Current asbestos liability		62.3			66.5
Accrued liabilities		442.7			395.9
U.S. and foreign taxes on income		10.6			0.1
Total current liabilities		789.3			1,056.6
Long-term debt		842.4			842.9
Accrued pension and postretirement benefits		231.9			329.7
Long-term deferred tax liability		76.9			53.6
Long-term asbestos liability		549.8			603.6
Other liabilities		161.2			171.4
Commitments and contingencies (Note 12)
Equity:
Preferred shares, par value 0.01; 5,000,000 shares authorized		—			—
Common shares, par value $1.00; 200,000,000 shares authorized; 72,426,139 shares issued; 57,835,865 and 58,127,948 shares outstanding in 2021 and 2020, respectively		72.4			72.4
Capital surplus		363.9			330.7
Retained earnings		2,527.3			2,192.8
Accumulated other comprehensive loss		(440.2	)		(466.4	)
Treasury stock; 14,590,274 and 14,298,191 treasury shares in 2021 and 2020, respectively		(691.1	)		(600.6	)
Total shareholders’ equity		1,832.3			1,528.9
Noncontrolling interest		2.8			2.2
Total equity		1,835.1			1,531.1
Total liabilities and equity	$	4,486.6		$	4,588.9

See Notes to Consolidated Financial Statements

F-33

CRANE HOLDINGS, CO.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the year ended December 31,
(in millions)	2021			2020			2019
Operating activities:
Net income before allocations to noncontrolling interests	$	435.4		$	181.1		$	133.6
Asbestos provision, net		—			—			229.0
Environmental provision, net		—			—			18.9
Loss on deconsolidation of joint venture		—			—			1.2
Realized gain on marketable securities		—			—			(1.1	)
Gain on sale of property		(18.5	)		—			—
Depreciation and amortization		121.1			127.5			113.5
Stock-based compensation expense		24.9			22.3			22.3
Defined benefit plans and postretirement credit		(8.0	)		(7.1	)		(0.7	)
Deferred income taxes		(9.6	)		18.1			(25.1	)
Cash provided by (used for) operating working capital		38.0			39.1			(40.0	)
Defined benefit plans and postretirement contributions		(29.4	)		(28.4	)		(8.7	)
Environmental payments, net of reimbursements		(5.8	)		(4.2	)		(8.2	)
Asbestos related payments, net of insurance recoveries		(44.9	)		(31.1	)		(41.5	)
Other		(4.7	)		(7.8	)		0.7
Total provided by operating activities	$	498.5		$	309.5		$	393.9
Investing activities:
Payment for acquisition—net of cash acquired		—			(169.5	)		(156.2	)
Proceeds from disposition of capital assets		23.6			4.5			3.1
Capital expenditures		(53.9	)		(34.1	)		(68.8	)
Purchase of marketable securities		(10.0	)		(90.0	)		(8.8	)
Proceeds from sale of marketable securities		40.0			60.0			9.9
Impact of deconsolidation of joint venture		—			—			(0.2	)
Total used for investing activities	$	(0.3	)	$	(229.1	)	$	(221.0	)
Financing activities:
Dividends paid		(100.6	)		(100.4	)		(93.2	)
Reacquisition of shares on open market		(96.3	)		(70.0	)		(79.9	)
Stock options exercised, net of shares reacquired		14.2			5.1			2.9
Debt issuance costs		—			(1.3	)		—
Repayment of long-term debt		—			—			(99.4	)
Repayment of short-term debt		—			—			(7.4	)
Proceeds from issuance of long-term debt		—			—			3.0
Proceeds from issuance of commercial paper with maturities greater than 90 days		—			251.3			25.0
Repayments of commercial paper with maturities greater than 90 days		(27.1	)		(296.7	)		—
Net (repayments) proceeds from issuance of commercial paper with maturities of 90 days or less		—			(76.8	)		124.4
Proceeds from revolving credit facility		—			77.2			—
Repayments of revolving credit facility		—			(77.2	)		—
Proceeds from term loan		—			343.9			—
Repayment of term loan		(348.1	)		—			—
Total (used for) provided by financing activities	$	(557.9	)	$	55.1		$	(124.6	)

F-34

	For the year ended December 31,
(in millions)	2021			2020			2019
Effect of exchange rates on cash and cash equivalents	$	(12.7	)	$	21.6		$	2.2
(Decrease) increase in cash and cash equivalents		(72.4	)		157.1			50.5
Cash and cash equivalents at beginning of period		551.0			393.9			343.4
Cash and cash equivalents at end of period	$	478.6		$	551.0		$	393.9
Detail of cash provided by (used for) operating working capital:
Accounts receivable	$	(58.8	)	$	138.5		$	3.8
Inventories		(18.2	)		35.4			(8.3	)
Other current assets		(18.4	)		(5.8	)		(1.3	)
Accounts payable		59.3			(102.6	)		(23.4	)
Accrued liabilities		53.8			4.8			(35.2	)
U.S. and foreign taxes on income		20.3			(31.2	)		24.4
Total	$	38.0		$	39.1		$	(40.0	)
Supplemental disclosure of cash flow information:
Interest paid	$	44.4		$	53.8		$	47.4
Income taxes paid	$	56.3		$	46.5		$	37.9

See Notes to Consolidated Financial Statements

F-35

CRANE HOLDINGS, CO.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in millions, except share data)	Common Shares Issued at Par Value		Capital Surplus			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Total Shareholders’ Equity			Noncontrolling Interest			Total Equity
BALANCE DECEMBER 31, 2018		72.4	$	303.5		$	2,072.1		$	(447.6	)	$	(476.2	)	$	1,524.2		$	2.9		$	1,527.1
Net income		—		—			133.3			—			—			133.3			0.3			133.6
Cash dividends ($1.56 per share)		—		—			(93.2	)		—			—			(93.2	)		—			(93.2	)
Reacquisition on open market of 987,630 shares		—		—			—			—			(79.9	)		(79.9	)		—			(79.9	)
Exercise of stock options, net of shares reacquired of 218,540		—		—			—			—			11.5			11.5			—			11.5
Stock-based compensation		—		22.3			—			—			—			22.3			—			22.3
Impact from settlement of share-based awards, net of shares acquired		—		(10.2	)		—			—			1.8			(8.4	)		—			(8.4	)
Deconsolidation of a joint venture		—		—			—			—			—			—			(0.5	)		(0.5	)
Changes in pension and postretirement plan assets and benefit obligation, net of tax		—		—			—			(47.7	)		—			(47.7	)		—			(47.7	)
Currency translation adjustment		—		—			—			11.6			—			11.6			(0.1	)		11.5
BALANCE DECEMBER 31, 2019		72.4	$	315.6		$	2,112.2		$	(483.7	)	$	(542.8	)	$	1,473.7		$	2.6		$	1,476.3
Net income		—		—			181.0			—			—			181.0			0.1			181.1
Cash dividends ($1.72 per share)		—		—			(100.4	)		—			—			(100.4	)		—			(100.4	)
Reacquisition on open market of 1,221,233 shares		—		—			—			—			(70.0	)		(70.0	)		—			(70.0	)
Exercise of stock options, net of shares reacquired of 183,320		—		—			—			—			8.9			8.9			—			8.9
Stock-based compensation		—		22.3			—			—			—			22.3			—			22.3
Impact from settlement of share-based awards, net of shares acquired		—		(7.2	)		—			—			3.3			(3.9	)		—			(3.9	)
Changes in pension and postretirement plan assets and benefit obligation, net of tax		—		—			—			(53.6	)		—			(53.6	)		—			(53.6	)
Currency translation adjustment		—		—			—			70.9			—			70.9			(0.5	)		70.4
BALANCE DECEMBER 31, 2020		72.4	$	330.7		$	2,192.8		$	(466.4	)	$	(600.6	)	$	1,528.9		$	2.2		$	1,531.1
Net income		—		—			435.4			—			—			435.4			—			435.4
Cash dividends ($1.72 per share)		—		—			(100.9	)		—			—			(100.9	)		—			(100.9	)
Reacquisition on open market of 943,048 shares		—		—			—			—			(96.3	)		(96.3	)		—			(96.3	)
Exercise of stock options, net of shares reacquired of 553,655 shares		—		—			—			—			16.5			16.5			—			16.5
Stock-based compensation		—		24.9			—			—			—			24.9			—			24.9
Impact from settlement of share-based awards, net of shares acquired		—		8.3			—			—			(10.7	)		(2.4	)		—			(2.4	)
Changes in pension and postretirement plan assets and benefit obligation, net of tax		—		—			—			96.0			—			96.0			—			96.0
Currency translation adjustment		—		—			—			(69.8	)		—			(69.8	)		0.6			(69.2	)
BALANCE DECEMBER 31, 2021		72.4	$	363.9		$	2,527.3		$	(440.2	)	$	(691.1	)	$	1,832.3		$	2.8		$	1,835.1

See Notes to Consolidated Financial Statements

F-36

Crane Holdings, Co.

Notes to Consolidated Financial Statements

(All in Millions of Dollars, Unless Otherwise Stated)

Note 1 – Nature of Operations and Significant Accounting Policies

Nature of Operations

We are a diversified manufacturer of highly engineered industrial products comprised of four reporting segments: Process Flow Technologies, Payment & Merchandising Technologies, Aerospace & Electronics and Engineered Materials. Our primary end markets include commercial and military aerospace, defense and space, chemical production, pharmaceutical production, water and wastewater, non-residential and municipal construction, energy, banknote design and production, payment automation solutions, along with a wide range of general industrial and certain consumer related end markets. See Note 3, “Segment Information” for the relative size of these segments in relation to the total company (both net sales and total assets).

Process Flow Technologies. In the second quarter of 2021, we changed the name of our ‘Fluid Handling’ segment to ‘Process Flow Technologies’. This new name better conveys the key strengths and core competencies of the segment; providing proprietary and highly engineered process flow technology solutions to its customers.

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.

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. (which, as a result of the Reorganization Merger, became a wholly-owned subsidiary of Crane Holdings) 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 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 Company officially changed its name from “Crane Co.” to “Redco Corporation”. The “Crane Co.” name has been reserved for future use by Crane Holdings.

Significant Accounting Policies

Accounting Principles. Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of Crane Holdings, Co. and our subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. As used in these notes, the terms “we,” “us,” “our,” “Crane” and the “Company” mean Crane Holdings, Co. and our subsidiaries unless the context specifically states or implies otherwise.

Basis of presentation. Certain amounts in the prior years’ consolidated financial statements have been reclassified to conform to the current year presentation.

F-37

Use of Estimates. Our accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results may differ from those estimated. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the financial statements in the period in which they are determined to be necessary. Estimates are used when accounting for such items as asset valuations, allowance for doubtful accounts, depreciation and amortization, impairment assessments, reserve for excess and obsolete inventory, reserve for warranty provision, restructuring provisions, employee benefits, taxes, asbestos liability and related insurance receivable, environmental liability and contingencies.

Currency Translation. Assets and liabilities of subsidiaries that prepare financial statements in currencies other than the U.S. dollar are translated at the rate of exchange in effect on the balance sheet date; results of operations are translated at the monthly average rates of exchange prevailing during the year. The related translation adjustments are included in accumulated other comprehensive income (loss) in a separate component of equity.

Revenue Recognition. In accordance with Accounting Standards Codification (“ASC”) Topic 606 “Revenue from Contracts with Customers,” we recognize revenue when control of the promised goods or services in a contract transfers to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We account for a contract when both parties have approved and committed to the terms, each party’s rights and payment obligations under the contract are identifiable, the contract has commercial substance, and it is probable that we will collect substantially all of the consideration. When shipping and handling activities are performed after the customer obtains control of product, we elect to account for shipping and handling as activities to fulfill the promise to transfer the product. In determining the transaction price of a contract, we exercise judgment to determine the total transaction price when it includes estimates of variable consideration, such as rebates and milestone payments. We generally estimate variable consideration using the expected value method and consider all available information (historical, current, and forecasted) in estimating these amounts. Variable consideration is only included in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. We elect to exclude from the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer.

We primarily generate revenue through the manufacture and sale of engineered industrial products. Each product within a contract generally represents a separate performance obligation, as we do not provide a significant service of integrating or installing the products, the products do not customize each other, and the products can function independently of each other. Control of products generally transfers to the customer at a point in time, as the customer does not control the products as they are manufactured. We exercise judgment and consider the timing of right to payment, transfer of risk and rewards, transfer of title, transfer of physical possession, and customer acceptance when determining when control transfers to the customer. As a result, revenue from the sale of products is generally recognized at a point in time—either upon shipment or delivery—based on the specific shipping terms in the contract. When products are customized or products are sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, revenue is recognized over time because control is transferred continuously to customers, as the contract progresses. We exercise judgment to determine whether the products have an alternative use to us. When an alternative use does not exist for these products and we are entitled to payment for performance completed to date which includes a reasonable profit margin, revenue is recognized over time. When a contract with the U.S. government or subcontract for the U.S. government contains clauses indicating that the U.S. government owns any work-in-progress as the contracted product is being built, revenue is recognized over time. The measure of progress applied by us is the cost-to-cost method as this provides the most faithful depiction of the pattern of transfer of control. Under this method, we measure progress by comparing costs incurred to date to the total estimated costs to provide the performance obligation. This method effectively reflects our progress toward completion, as this methodology includes any work-in-process amounts as part of the measure of progress. Costs incurred represent work performed, which corresponds with, and thereby depicts, the transfer of control to the customer. Total revenue recognized and cost estimates are updated on a monthly basis.

F-38

When there are multiple performance obligations in a single contract, the total transaction price is allocated to each performance obligation based on their relative standalone selling prices. We maximize the use of observable data inputs and consider all information (including market conditions, segment-specific factors, and information about the customer or class of customer) that is reasonably available. The standalone selling price for our products and services is generally determined using an observable list price, which differs by class of customer.

Revenue recognized from performance obligations satisfied in previous periods (for example, due to changes in the transaction price or estimates), was not material in any period.

Payment for products is due within a limited time period after shipment or delivery, and we do not offer extended payment terms. Payment is typically due within 30-90 calendar days of the respective invoice dates. Customers generally do not make large upfront payments. Any advanced payments received do not provide us with a significant benefit of financing, as the payments are meant to secure materials used to fulfill the contract, as opposed to providing us with a significant financing benefit.

When an unconditional right to consideration exists, we record these amounts as receivables. When amounts are dependent on factors other than the passage of time in order for payment from a customer to become due, we record a contract asset. Contract assets represent unbilled amounts that typically arise from contracts for customized products or contracts for products sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, where revenue recognized using the cost-to-cost method exceeds the amount billed to the customer. Contract assets are assessed for impairment and recorded at their net realizable value. Contract liabilities represent advance payments from customers. Revenue related to contract liabilities is recognized when control is transferred to the customer.

We pay sales commissions related to certain contracts, which qualify as incremental costs of obtaining a contract. However, the sales commissions generally relate to contracts for products or services satisfied at a point in time or over a period of time less than one year. As a result, we apply the practical expedient that allows an entity to recognize incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that would have been recognized is one year or less.

See Note 4, “Revenue” for further details.

Cost of Goods Sold. Cost of goods sold includes the costs of inventory sold and the related purchase and distribution costs. In addition to material, labor and direct overhead and inventoried cost, cost of goods sold include allocations of other expenses that are part of the production process, such as inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, amortization of production related intangible assets and depreciation expense. We also include costs directly associated with products sold, such as warranty provisions.

Selling, General and Administrative Expenses. Selling, general and administrative expenses are charged to income as incurred. Such expenses include the costs of promoting and selling products and include such items as compensation, advertising, sales commissions and travel. Also included are costs related to compensation for other operating activities such as executive office administrative and engineering functions, as well as general operating expenses such as office supplies, non-income taxes, insurance and office equipment rentals.

Income Taxes. We account for income taxes in accordance with ASC Topic 740 “Income Taxes” (“ASC 740”) which requires an asset and liability approach for the financial accounting and reporting of income taxes. Under this method, deferred income taxes are recognized for the expected future tax consequences of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. These balances are measured using the enacted tax rates expected to apply in the year(s) in which these temporary differences are expected to reverse. The effect of a change in tax rates on deferred income taxes is recognized in income in the period when the change is enacted.

F-39

Based on consideration of all available evidence regarding their utilization, we record net deferred tax assets to the extent that it is more likely than not that they will be realized. Where, based on the weight of all available evidence, it is more likely than not that some amount of a deferred tax asset will not be realized, we establish a valuation allowance for the amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. The evidence we consider in reaching such conclusions includes, but is not limited to, (1) future reversals of existing taxable temporary differences, (2) future taxable income exclusive of reversing taxable temporary differences, (3) taxable income in prior carryback year(s) if carryback is permitted under the tax law, (4) cumulative losses in recent years, (5) a history of tax losses or credit carryforwards expiring unused, (6) a carryback or carryforward period that is so brief it limits realization of tax benefits, and (7) a strong earnings history exclusive of the loss that created the carryforward and support showing that the loss is an aberration rather than a continuing condition.

We account for unrecognized tax benefits in accordance with ASC 740, which prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation, based solely on the technical merits of the position. The tax benefit recognized is the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.

We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line of our Consolidated Statement of Operations, while accrued interest and penalties are included within the related tax liability line of our Consolidated Balance Sheets.

Earnings Per Share. Our basic earnings per share calculations are based on the weighted average number of common shares outstanding during the year. Potentially dilutive securities include outstanding stock options, restricted share units, deferred stock units and performance-based restricted share units. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per common share by application of the treasury method. Diluted earnings per share gives effect to all potential dilutive common shares outstanding during the year.

(in millions, except per share data) For the year ended December 31,	2021		2020		2019
Net income attributable to common shareholders	$	435.4	$	181.0	$	133.3
Average basic shares outstanding		58.4		58.3		59.8
Effect of dilutive share-based awards		0.8		0.5		0.8
Average diluted shares outstanding		59.2		58.8		60.6
Basic earnings per share	$	7.46	$	3.10	$	2.23
Diluted earnings per share	$	7.36	$	3.08	$	2.20

The computation of diluted earnings per share excludes the effect of the potential exercise of stock options when the average market price of the common stock is lower than the exercise price of the related stock options. During 2021, 2020 and 2019, the number of stock options excluded from the computation was 1.2 million, 2.1 million and 1.2 million, respectively.

Cash and Cash Equivalents. Cash and cash equivalents include highly liquid investments with original maturities of three months or less that are readily convertible to cash and are not subject to significant risk from fluctuations in interest rates. As a result, the carrying amount of cash and cash equivalents approximates fair value.

Accounts Receivable, Net. Accounts receivable are carried at net realizable value. The allowance for doubtful accounts was $10.4 million and $10.9 million as of December 31, 2021 and 2020, respectively. The allowance for doubtful accounts activity was not material to our financial results for the years ended December 31, 2021 and 2020. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers and relatively small account balances within the majority of our customer base and their dispersion across different businesses. We periodically evaluate the financial strength of our customers and believe that our credit risk exposure is limited.

F-40

Inventories, net. Inventories consist of the following:

(in millions) December 31,	2021		2020
Finished goods	$	147.3	$	130.5
Finished parts and subassemblies		59.5		54.5
Work in process		37.0		45.2
Raw materials		205.3		208.0
Total inventories, net	$	449.1	$	438.2

Inventories, net include the costs of material, labor and overhead and are stated at the lower of cost or net realizable value. Domestic inventories are stated at either the lower of cost or net realizable value using the last-in, first-out (“LIFO”) method or the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method. Inventories held in foreign locations are primarily stated at the lower of cost or market using the FIFO method. The LIFO method is not being used at our foreign locations as such a method is not allowable for tax purposes. Changes in the levels of LIFO inventories have increased cost of sales by $3.6 million, $2.3 million and $6.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. The portion of inventories costed using the LIFO method was 30.1% and 30.7% of consolidated inventories as of December 31, 2021 and 2020, respectively. If inventories that were valued using the LIFO method had been valued under the FIFO method, they would have been higher by $30.4 million and $26.8 million as of December 31, 2021 and 2020, respectively. The reserve for excess and obsolete inventory was $98.6 million and $95.8 million as of December 31, 2021 and 2020, respectively.

Valuation of Long-Lived Assets. We review our long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Examples of events or changes in circumstances could include, but are not limited to, a prolonged economic downturn, current period operating or cash flow losses combined with a history of losses or a forecast of continuing losses associated with the use of an asset or asset group, or a current expectation that an asset or asset group will be sold or disposed of before the end of its previously estimated useful life. Recoverability is based upon projections of anticipated future undiscounted cash flows associated with the use and eventual disposal of the long-lived asset (or asset group), as well as specific appraisal in certain instances. Reviews occur at the lowest level for which identifiable cash flows are largely independent of cash flows associated with other long-lived assets or asset groups. If the future undiscounted cash flows are less than the carrying value, then the long-lived asset is considered impaired and a loss is recognized based on the amount by which the carrying amount exceeds the estimated fair value. Judgments which impact these assessments relate to the expected useful lives of long-lived assets and our ability to realize any undiscounted cash flows in excess of the carrying amounts of such assets, and are affected primarily by changes in the expected use of the assets, changes in technology or development of alternative assets, changes in economic conditions, changes in operating performance and changes in expected future cash flows. Since judgment is involved in determining the recoverable amount of long-lived assets, there is risk that the carrying value of our long-lived assets may require adjustment in future periods.

Property, Plant and Equipment, net. Property, plant and equipment, net consists of the following:

(in millions) December 31,	2021		2020
Land	$	80.8	$	88.5
Buildings and improvements		281.5		289.6
Machinery and equipment		926.2		917.7
Gross property, plant and equipment		1,288.5		1,295.8
Less: accumulated depreciation		732.9		695.4
Property, plant and equipment, net	$	555.6	$	600.4

F-41

Property, plant and equipment is stated at cost and depreciation is calculated by the straight-line method over the estimated useful lives of the respective assets, which range from 10 to 25 years for buildings and improvements and three to 10 years for machinery and equipment. Depreciation expense was $75.1 million, $77.2 million and $71.6 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Goodwill and Other Intangible Assets. Our business acquisitions have typically resulted in the recognition of goodwill and other intangible assets. We follow the provisions under ASC Topic 350, “Intangibles – Goodwill and Other” (“ASC 350”) as it relates to the accounting for goodwill in the Consolidated Financial Statements. These provisions require that we, on at least an annual basis, evaluate the fair value of the reporting units to which goodwill is assigned and attributed and compare that fair value to the carrying value of the reporting unit to determine if an impairment has occurred. We perform our annual impairment testing during the fourth quarter. Impairment testing takes place more often than annually if events or circumstances indicate a change in status that would indicate a potential impairment. We believe that there have been no other events or circumstances which would more likely than not reduce the fair value of our reporting units below its carrying value. A reporting unit is an operating segment unless discrete financial information is prepared and reviewed by segment management for businesses one level below that operating segment (a “component”), in which case the component would be the reporting unit. As of December 31, 2021, we had seven reporting units.

When performing our annual impairment assessment, we compare the fair value of each of our reporting units to our respective carrying value. Goodwill is considered to be potentially impaired when the net book value of the reporting unit exceeds its estimated fair value. Fair values are established primarily by discounting estimated future cash flows at an estimated cost of capital which varies for each reporting unit and which, as of our most recent annual impairment assessment, ranged between 9.5% and 11.5% (a weighted average of 10.7%), reflecting the respective inherent business risk of each of the reporting units tested. This methodology for valuing our reporting units (commonly referred to as the Income Method) has not changed since the adoption of the provisions under ASC 350. The determination of discounted cash flows is based on the businesses’ strategic plans and long-range planning forecasts, which change from year to year. The revenue growth rates included in the forecasts represent best estimates based on current and forecasted market conditions. Profit margin assumptions are projected by each reporting unit based on the current cost structure and anticipated net cost increases/reductions. There are inherent uncertainties related to these assumptions, including changes in market conditions, and management judgment is necessary in applying them to the analysis of goodwill impairment. In addition to the foregoing, for each reporting unit, market multiples are used to corroborate discounted cash flow results where fair value is estimated based on earnings multiples determined by available public information of comparable businesses. While we believe we have made reasonable estimates and assumptions to calculate the fair value of our reporting units, it is possible a material change could occur. If actual results are not consistent with management’s estimates and assumptions, goodwill and other intangible assets may then be determined to be overstated and a charge would need to be taken against net earnings. No impairment charges have been required during 2021, 2020 or 2019.

Changes to goodwill are as follows:

(in millions)	Aerospace & Electronics		Process Flow Technologies			Payment & Merchandising Technologies			Engineered Materials		Total
Balance as of December 31, 2019	$	202.4	$	240.9		$	857.8		$	171.3	$	1,472.4
Additions		—		106.1			—			—		106.1
Adjustments to purchase price allocations		—		—			5.6			—		5.6
Currency translation		0.1		13.0			11.8			—		24.9
Balance as of December 31, 2020	$	202.5	$	360.0		$	875.2		$	171.3	$	1,609.0
Adjustments to purchase price allocations		—		(0.1	)		—			—		(0.1	)
Currency translation		—		(10.5	)		(14.6	)		—		(25.1	)
Balance as of December 31, 2021	$	202.5	$	349.4		$	860.6		$	171.3	$	1,583.8

F-42

For the year ended December 31, 2020, additions to goodwill within the Process Flow Technologies segment were $106.1 million. These additions represent the preliminary purchase price allocation for the acquisition of CIRCOR International, Inc.’s Instrumentation & Sampling Business (“I&S”). For the year ended December 31, 2020, adjustments to goodwill within the Payment & Merchandising Technologies segment were $5.6 million. These adjustments represent the finalization of the purchase price allocation for the acquisition of Cummins-Allison Corp. (“Cummins-Allison”). For the year ended December 31, 2021, adjustments within the Process Flow Technologies segment of $(0.1) million represent the finalization of the purchase price allocation for the acquisition of I&S. See a discussion in Note 2, “Acquisitions” for further details.

Intangibles with indefinite useful lives are tested annually for impairment, or when events or changes in circumstances indicate the potential for impairment. If the carrying amount of an indefinite lived intangible asset exceeds its fair value, the intangible asset is written down to its fair value. Fair value is calculated using relief from royalty method. We amortize the cost of definite-lived intangibles over their estimated useful lives.

In addition to annual testing for impairment of indefinite-lived intangible assets, we review all of our definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Examples of events or changes in circumstances could include, but are not limited to, a prolonged economic downturn, current period operating or cash flow losses combined with a history of losses or a forecast of continuing losses associated with the use of an asset or asset group, or a current expectation that an asset or asset group will be sold or disposed of before the end of its previously estimated useful life. Recoverability is based upon projections of anticipated future undiscounted cash flows associated with the use and eventual disposal of the definite-lived intangible asset (or asset group), as well as specific appraisal in certain instances. Reviews occur at the lowest level for which identifiable cash flows are largely independent of cash flows associated with other long-lived assets or asset groups and include estimated future revenues, gross profit margins, operating profit margins and capital expenditures which are based on the businesses’ strategic plans and long-range planning forecasts, which change from year to year. The revenue growth rates included in the forecasts represent our best estimates based on current and forecasted market conditions, and the profit margin assumptions are based on the current cost structure and anticipated net cost increases or reductions. There are inherent uncertainties related to these assumptions, including changes in market conditions, and management’s judgment in applying them to the analysis. If the future undiscounted cash flows are less than the carrying value, then the definite-lived intangible asset is considered impaired and a charge would be taken against net earnings based on the amount by which the carrying amount exceeds the estimated fair value. Judgments that we make which impact these assessments relate to the expected useful lives of definite-lived assets and its ability to realize any undiscounted cash flows in excess of the carrying amounts of such assets, and are affected primarily by changes in the expected use of the assets, changes in technology or development of alternative assets, changes in economic conditions, changes in operating performance and changes in expected future cash flows. Since judgment is involved in determining the recoverable amount of definite-lived intangible assets, there is risk that the carrying value of our definite-lived intangible assets may require adjustment in future periods. Historical results to date have generally approximated expected cash flows for the identifiable cash flow generating level.

As of December 31, 2021, we had $467.1 million of net intangible assets, of which $70.6 million were intangibles with indefinite useful lives, consisting of trade names. As of December 31, 2020, we had $520.3 million of net intangible assets, of which $70.9 million were intangibles with indefinite useful lives, consisting of trade names.

F-43

Changes to intangible assets are as follows:

(in millions) December 31,	2021			2020			2019
Balance at beginning of period, net of accumulated amortization	$	520.3		$	505.1		$	481.8
Additions		—			52.5			66.0
Amortization expense		(44.5	)		(48.4	)		(40.0	)
Currency translation and other		(8.7	)		11.1			(2.7	)
Balance at end of period, net of accumulated amortization	$	467.1		$	520.3		$	505.1

For the year ended December 31, 2020, additions to intangible assets represent the preliminary purchase price allocation related to the January 2020 acquisition of I&S. See discussion in Note 2, “Acquisitions” for further details.

A summary of intangible assets follows:

(in millions)	Weighted Average Amortization Period of Finite Lived Assets (in years)		December 31, 2021						December 31, 2020
			Gross Asset		Accumulated Amortization		Net		Gross Asset		Accumulated Amortization		Net
Intellectual property rights		15.2	$	136.8	$	59.2	$	77.6	$	138.2	$	58.4	$	79.8
Customer relationships and backlog		18.4		651.7		308.8		342.9		663.6		280.6		383.0
Drawings		40.0		11.1		10.6		0.5		11.1		10.5		0.6
Other		11.8		142.1		96.0		46.1		144.9		88.0		56.9
Total		17.9	$	941.7	$	474.6	$	467.1	$	957.8	$	437.5	$	520.3

Future amortization expense associated with intangibles is expected to be:

Year	(in millions)
2022	$	43.0
2023	$	42.5
2024	$	41.7
2025	$	36.1
2026 and after	$	233.2

F-44

Accumulated Other Comprehensive Loss

The tables below provide the accumulated balances for each classification of accumulated other comprehensive loss, as reflected on the Consolidated Balance Sheets.

(in millions)	Defined Benefit Pension and Other Postretirement Items			Currency Translation Adjustment			Total (a)
Balance as of December 31, 2018	$	(296.6	)	$	(151.0	)	$	(447.6	)
Other comprehensive (loss) income before reclassifications		(58.4	)		11.6			(46.8	)
Amounts reclassified from accumulated other comprehensive loss		10.7			—			10.7
Net period other comprehensive (loss) income		(47.7	)		11.6			(36.1	)
Balance as of December 31, 2019		(344.3	)		(139.4	)		(483.7	)
Other comprehensive (loss) income before reclassifications		(67.4	)		70.9			3.5
Amounts reclassified from accumulated other comprehensive loss		13.8			—			13.8
Net period other comprehensive (loss) income		(53.6	)		70.9			17.3
Balance as of December 31, 2020		(397.9	)		(68.5	)		(466.4	)
Other comprehensive income (loss) before reclassifications		78.0			(69.8	)		8.2
Amounts reclassified from accumulated other comprehensive loss		18.0			—			18.0
Net period other comprehensive income (loss)		96.0			(69.8	)		26.2
Balance as of December 31, 2021	$	(301.9	)	$	(138.3	)	$	(440.2	)

^(a)  Net of tax benefit of $117.9 million, $148.2 million and $135.4 million for 2021, 2020, and 2019, respectively.

The table below illustrates the amounts reclassified out of each component of accumulated other comprehensive loss for the years ended December 31, 2021, 2020 and 2019. Amortization of pension and postretirement components have been recorded within “Miscellaneous income, net” on the Consolidated Statements of Operations.

(in millions)	Amount Reclassified from Accumulated Other Comprehensive Loss
December 31,	2021			2020			2019
Amortization of pension items:
Prior service costs	$	(0.1	)	$	(0.3	)	$	(0.3	)
Net loss		23.4			19.1			15.3
Amortization of postretirement items:
Prior service costs		(1.1	)		(1.1	)		(1.1	)
Net gain		—			—			(0.3	)
Total before tax	$	22.2		$	17.7		$	13.6
Tax impact		4.2			3.9			2.9
Total reclassifications for the period	$	18.0		$	13.8		$	10.7

F-45

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.

Disclosure Requirements for Defined Benefit Plans

In August 2018, the FASB issued amended guidance to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The amended guidance removes the requirements to disclose: amounts in accumulated other comprehensive income (loss) expected to be recognized as components of net periodic benefit cost over the next fiscal year; the amount and timing of plan assets expected to be returned to the entity; and the effects of a one-percentage point change in assumed health care cost trend rates. The amended guidance requires disclosure of an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. This guidance is effective for fiscal years ending after December 15, 2020. Effective December 31, 2020, we adopted the amended guidance and applied the disclosure requirements on a retrospective basis to all periods presented. This amended guidance did not have a material effect on our disclosures.

Measurement of Credit Losses on Financial Instruments

In June 2016, the FASB issued amended guidance that changes the impairment model for most financial assets and certain other instruments. For trade receivables, contract assets and other receivables, held-to-maturity debt securities, loans and other instruments, entities are required to use a current expected credit loss (“CECL”) model that will immediately recognize an estimate of credit losses that are expected to occur over the life of the financial instruments that are in the scope of this update, including trade receivables. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except that the losses will be recognized as an allowance. The CECL model is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect collectability.

On January 1, 2020, we adopted the new CECL standard and developed an expected impairment model based on our historical loss experience. We believe that our previous methodology to calculate credit losses is generally consistent with the new expected credit loss model and did not result in a material adjustment upon adoption. The allowance for doubtful accounts was $10.4 million and $10.9 million as of December 31, 2021 and 2020, respectively.

Note 2 – Acquisitions

Acquisitions are accounted for in accordance with ASC Topic 805, “Business Combinations” (“ASC 805”). Accordingly, we make an initial allocation of the purchase price at the date of acquisition based upon our understanding of the fair value of the acquired assets and assumed liabilities. We obtain this information during due diligence and through other sources. In the months after closing, as we obtain additional information about these assets and liabilities, including through tangible and intangible asset appraisals, we are able to refine estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment to the purchase price allocation. We will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.

F-46

In order to allocate the consideration transferred for our acquisitions, the fair values of all identifiable assets and liabilities must be established. For accounting and financial reporting purposes, fair value is defined under ASC Topic 820, “Fair Value Measurement and Disclosure” as the price that would be received upon sale of an asset or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are assumed to be buyers and sellers in the principal (most advantageous) market for the asset or liability. Additionally, fair value measurements for an asset assume the highest and best use of that asset by market participants. Use of different estimates and judgments could yield different results.

Instrumentation & Sampling Business Acquisition

On January 31, 2020, we completed the acquisition of I&S for $172.3 million on a cash-free and debt-free basis, subject to a later adjustment reflecting I&S’ net working capital, cash, the assumption of certain debt-like items, and I&S’ transaction expenses. We funded the acquisition through short-term borrowings consisting of $100 million of commercial paper and $67 million from our revolving credit facility, and cash on hand. In August 2020, we received $3.1 million related to the final working capital adjustment which resulted in net cash paid of $169.2 million.

I&S designs, engineers and manufactures a broad range of critical fluid control instrumentation and sampling solutions used in severe service environments which complements our existing portfolio of chemical, refining, petrochemical and upstream oil and gas applications. I&S has been integrated into the Process Flow Technologies segment. The amount allocated to goodwill reflects the expected sales synergies, manufacturing efficiency and procurement savings. Goodwill from this acquisition is not deductible for tax purposes.

Allocation of Consideration Transferred to Net Assets Acquired

The following amounts represent the determination of the fair value of identifiable assets acquired and liabilities assumed from our acquisition of I&S. The fair value of certain assets and liabilities has been completed as required by ASC 805.

Net assets acquired (in millions)
Total current assets	$	21.0
Property, plant and equipment		11.0
Other assets		6.0
Intangible assets		52.5
Goodwill		106.0
Total assets acquired	$	196.5
Total current liabilities	$	8.1
Other liabilities		19.2
Total assumed liabilities	$	27.3
Net assets acquired	$	169.2

The amounts allocated to acquired intangible assets, and their associated weighted-average useful lives which were determined based on the period in which the assets are expected to contribute directly or indirectly to our future cash flows, consist of the following:

Intangible Assets (dollars in millions)	Intangible Fair Value		Weighted Average Life
Trademarks/trade names	$	2.6		13
Customer relationships		49.0		14
Backlog		0.9		1
Total acquired intangible assets	$	52.5

F-47

The fair values of the trademark and trade name intangible assets were determined by using an income approach, specifically the relief-from-royalty approach, which is a commonly accepted valuation approach. This approach is based on the assumption that in lieu of ownership, a firm would be willing to pay a royalty in order to exploit the related benefits of this asset. Therefore, a portion of I&S’ earnings, equal to the after-tax royalty that would have been paid for the use of the asset, can be attributed to our ownership. The trade names are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 13 years.

The fair values of the customer relationships and backlog intangible assets were determined by using an income approach which is a commonly accepted valuation approach. Under this approach, the net earnings attributable to the asset or liability being measured are isolated using the discounted projected net cash flows. These projected cash flows are isolated from the projected cash flows of the combined asset group over the remaining economic life of the intangible asset or liability being measured. Both the amount and the duration of the cash flows are considered from a market participant perspective. Our estimates of market participant net cash flows considered historical and projected pricing, operational performance including market participant synergies, aftermarket retention, product life cycles, material and labor pricing, and other relevant customer, contractual and market factors. Where appropriate, the net cash flows were adjusted to reflect the potential attrition of existing customers in the future, as existing customers are expected to decline over time. The attrition-adjusted future cash flows are then discounted to present value using an appropriate discount rate. The customer relationship asset is being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 14 years.

Supplemental Pro Forma Data

I&S’ results of operations have been included in our financial statements for the period subsequent to the completion of the acquisition on January 31, 2020. Consolidated pro forma revenue and net income attributable to common shareholders has not been presented since the impact is not material to our financial results for either prior period.

Cummins-Allison Acquisition

On December 31, 2019 we completed the acquisition of Cummins-Allison. The base purchase price of the acquisition was $160 million on a cash-free, debt-free basis, subject to a later adjustment reflecting Cummins-Allison’s net working capital, cash, and Cummins-Allison’s transaction expenses. The amount paid, net of cash acquired, was $156.2 million. We issued $150 million of commercial paper and used cash on hand to fund the acquisition. In November 2020, we paid $0.2 million related to the final working capital adjustment which resulted in net cash paid of $156.4 million.

Cummins-Allison is a leading provider of high speed, cash and coin counting and sorting machines and retail cash office solutions which are primarily used in back-office applications. Cummins-Allison has been integrated into our Payment & Merchandising Technologies segment. Cummins-Allison also has a nationwide service network to support these hardware sales. The amount allocated to goodwill reflects the expected synergies related to material costs, supply chain manufacturing productivity and research and development. Goodwill from this acquisition is not deductible for tax purposes.

Allocation of Consideration Transferred to Net Assets Acquired

The following amounts represent the determination of the fair value of identifiable assets acquired and liabilities assumed from our acquisition of Cummins-Allison. The fair value of certain assets and liabilities has been completed as required by ASC 805.

F-48

Net assets acquired (in millions)
Total current assets	$	91.6
Property, plant and equipment		26.3
Other assets		9.1
Intangible assets		66.0
Goodwill		60.3
Total assets acquired	$	253.3
Total current liabilities	$	71.6
Other liabilities		25.3
Total assumed liabilities	$	96.9
Net assets acquired	$	156.4

The amounts allocated to acquired intangible assets, and their associated weighted-average useful lives which were determined based on the period in which the assets are expected to contribute directly or indirectly to our future cash flows, consist of the following:

Intangible Assets (dollars in millions)	Intangible Fair Value		Weighted Average Life
Trademarks/trade names	$	3.0		7
Customer relationships		54.5		18
Product technology		8.5		10
Total acquired intangible assets	$	66.0

The fair values of the trademark and trade name intangible assets were determined by using an “income approach,” specifically the relief-from-royalty approach, which is a commonly accepted valuation approach. This approach is based on the assumption that in lieu of ownership, a firm would be willing to pay a royalty in order to exploit the related benefits of this asset. Therefore, a portion of Cummins-Allison’s earnings, equal to the after-tax royalty that would have been paid for the use of the asset, can be attributed to the firm’s ownership. The trade name Cummins-Allison is being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of seven years.

The fair values of the customer relationships intangible assets were determined by using an “income approach” which is a commonly accepted valuation approach. Under this approach, the net earnings attributable to the asset or liability being measured are isolated using the discounted projected net cash flows. These projected cash flows are isolated from the projected cash flows of the combined asset group over the remaining economic life of the intangible asset or liability being measured. Both the amount and the duration of the cash flows are considered from a market participant perspective. Our estimates of market participant net cash flows considered historical and projected pricing, operational performance including market participant synergies, aftermarket retention, product life cycles, material and labor pricing, and other relevant customer, contractual and market factors. Where appropriate, the net cash flows were adjusted to reflect the potential attrition of existing customers in the future, as existing customers are a “wasting” asset and 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 18 years.

The fair values of the product technology intangible assets were also determined by the relief-from-royalty approach. Similarly, this approach is based on the assumption that in lieu of ownership, a firm would be willing to pay a royalty in order to exploit the related benefits of the technology. Therefore, a portion of Cummins-Allison’s earnings, equal to the after-tax royalty that would have been paid for the use of the technology, can be attributed to the firm’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 10 years.

F-49

Supplemental Pro Forma Data

The following unaudited pro forma combined information assumes that the acquisition was completed on January 1, 2019. The unaudited pro forma consolidated net sales for 2019 would have been $3,475.2 million. The unaudited pro forma consolidated net sales are provided for illustrative purposes only and are not indicative of our actual consolidated results of operations or consolidated financial position. Consolidated pro forma net income attributable to common shareholders has not been presented since the impact is not material to our financial results in any of the periods.

Acquisition-Related Costs

Acquisition-related costs are being expensed as incurred. For the years ended December 31, 2020 and 2019, we recorded $12.9 million and $5.2 million, respectively, of integration and transaction costs. Acquisition-related costs are recorded within “Acquisition-related and integration charges” in our Consolidated Statements of Operations.

Note 3 – Segment Information

In accordance with ASC Topic 280, “Segment Reporting,” for purposes of segment performance measurement, we do not allocate to the business segments items that are of a non-operating nature, including charges which occur from time to time related to our asbestos liability and our legacy environmental liabilities, as such items are not related to current business activities; or corporate organizational and functional expenses of a governance nature. “Corporate expenses-before asbestos and environmental charges” consist of corporate office expenses including, compensation, benefits, occupancy, depreciation, and other administrative costs. Assets of the business segments exclude general corporate assets, which principally consist of cash and cash equivalents, deferred tax assets, insurance receivables, certain property, plant and equipment, and certain other assets.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. We account for intersegment sales and transfers as if the sales or transfers were to third parties at current market prices.

Our segments are reported on the same basis used internally for evaluating performance and for allocating resources. We have four reporting segments: Process Flow Technologies, Payment & Merchandising Technologies, Aerospace & Electronics and Engineered Materials.

A brief description of each of our segments is as follows:

Aerospace & Electronics

The Aerospace & Electronics segment supplies critical components and systems, including original equipment and aftermarket parts, primarily for the commercial aerospace and military aerospace and defense markets. Its brands have decades of proven experience, and in many cases invented the critical technologies in their respective markets. The business designs and delivers proven systems, reliable components, and flexible power solutions that excel in tough and mission-critical environments. Products and services are organized into six integrated solutions: Sensing Components & Systems, Electrical Power Solutions, Fluid Management Solutions, Landing & Control Systems, and Microwave Solutions.

Process Flow Technologies

The Process Flow Technologies segment is a provider of highly engineered Process Flow Technologies equipment for critical performance applications that require high reliability. The segment is comprised of Process Valves and Related Products, Commercial Valves, and Pumps and Systems. Process Valves and Related Products include on/off valves and related products for critical and demanding applications in the chemical, oil & gas, power, and general industrial end markets globally. Commercial Valves includes the manufacturing and distribution of valves and related products for the non-residential construction, general industrial, and to a lesser extent, municipal markets. Pumps and Systems include pumps and related products primarily for water and wastewater applications in the industrial, municipal, commercial and military markets.

F-50

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.

Engineered Materials

The Engineered Materials segment manufactures fiberglass-reinforced plastic (“FRP”) panels and coils, primarily for use in the manufacturing of recreational vehicles (“RVs”), truck bodies and trailers (Transportation), with additional applications in commercial and industrial buildings (Building Products).

Financial information by reportable segment is set forth below:

(in millions) December 31,	2021			2020			2019
Net Sales:
Aerospace & Electronics	$	638.3		$	650.7		$	798.8
Process Flow Technologies		1,196.6			1,005.8			1,117.4
Payment & Merchandising Technologies		1,345.1			1,104.8			1,158.3
Engineered Materials		228.0			175.6			208.6
TOTAL NET SALES	$	3,408.0		$	2,936.9		$	3,283.1
Operating profit:
Aerospace & Electronics	$	110.0		$	100.7		$	189.4
Process Flow Technologies		182.5			97.7			131.7
Payment & Merchandising Technologies		307.5			100.6			177.3
Engineered Materials		26.9			22.7			26.8
Corporate expense —before asbestos and environmental provisions		(97.7	)		(58.8	)		(66.9	)
Corporate expense —asbestos provision, net		—			—			(229.0	)
Corporate expense —environmental provision, net		—			—			(18.9	)
TOTAL OPERATING PROFIT	$	529.2		$	262.9		$	210.4
Capital expenditures:
Aerospace & Electronics	$	14.1		$	9.8		$	20.0
Process Flow Technologies		18.8			13.7			23.4
Payment & Merchandising Technologies		18.6			9.3			20.6
Engineered Materials		2.2			1.2			4.4
Corporate		0.2			0.1			0.4
TOTAL CAPITAL EXPENDITURES	$	53.9		$	34.1		$	68.8
Depreciation and amortization:
Aerospace & Electronics	$	14.7		$	14.2		$	13.5
Process Flow Technologies		22.0			21.6			14.2
Payment & Merchandising Technologies		81.3			85.9			77.1
Engineered Materials		1.6			3.7			5.6
Corporate		1.5			2.1			3.1
TOTAL DEPRECIATION AND AMORTIZATION	$	121.1		$	127.5		$	113.5

F-51

For the year ended December 31, 2021, operating profit included a restructuring gain of $16.9 million. For the year ended December 31, 2020, operating profit included acquisition-related and integration charges of $12.9 million and net restructuring charges of $32.3 million. For the year ended December 31, 2019, operating profit included a net asbestos provision of $229.0 million, a net environmental provision of $18.9 million, acquisition-related and integration charges of $5.2 million and net restructuring charges of $17.5 million. See Note 2, “Acquisitions” for discussion on the acquisition-related costs. See Note 15, “Restructuring” for discussion of the restructuring charges. See Note 12, “Commitments and Contingencies” for discussion of the asbestos provision and environmental provision.

Net sales by geographic region:

(in millions) December 31,	2021		2020		2019
Net sales (a)
United States	$	1,858.1	$	1,862.7	$	2,111.3
Canada		293.6		162.9		176.8
United Kingdom		140.9		270.9		393.6
Continental Europe		411.2		480.1		410.1
Other international		704.2		160.3		191.3
TOTAL NET SALES	$	3,408.0	$	2,936.9	$	3,283.1

^(a)  Net sales by geographic region are based on the destination of the sale.

Balance sheet items by reportable segment is set forth below:

(in millions) December 31,	2021		2020
Goodwill:
Aerospace & Electronics	$	202.5	$	202.5
Process Flow Technologies		349.4		360.0
Payment & Merchandising Technologies		860.6		875.2
Engineered Materials		171.3		171.3
TOTAL GOODWILL	$	1,583.8	$	1,609.0
Assets:
Aerospace & Electronics	$	604.7	$	593.9
Process Flow Technologies		1,240.4		1,106.1
Payment & Merchandising Technologies		2,096.5		2,215.3
Engineered Materials		220.5		217.3
Corporate		324.5		456.3
TOTAL ASSETS	$	4,486.6	$	4,588.9

Long-lived assets by geographic region:

(in millions) December 31,	2021		2020
Long-lived assets (a)
United States	$	324.4	$	339.2
Canada		18.2		15.8
Europe		231.3		266.6
Other international		62.8		60.7
Corporate		15.6		22.4
TOTAL LONG-LIVED ASSETS	$	652.3	$	704.7

^(a)  Long-lived assets, net by geographic region are based on the location of the business unit.

F-52

Note 4—Revenue

Disaggregation of Revenues

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

(in millions) December 31,	2021		2020		2019
Aerospace & Electronics
Commercial Original Equipment	$	229.4	$	226.4	$	357.2
Military Original Equipment		239.7		258.7		217.2
Commercial Aftermarket Products		104.5		93.0		161.4
Military Aftermarket Products		64.7		72.6		63.0
Total Aerospace & Electronics	$	638.3	$	650.7	$	798.8
Process Flow Technologies
Process Valves and Related Products	$	717.1	$	631.6	$	685.1
Commercial Valves		374.2		286.3		332.1
Pumps and Systems		105.3		87.9		100.2
Total Process Flow Technologies	$	1,196.6	$	1,005.8	$	1,117.4
Payment & Merchandising Technologies
Payment Acceptance and Dispensing Products	$	805.7	$	670.8	$	805.5
Banknotes and Security Products		539.4		434.0		352.8
Total Payment & Merchandising Technologies	$	1,345.1	$	1,104.8	$	1,158.3
Engineered Materials
FRP—Recreational Vehicles	$	102.5	$	68.9	$	84.5
FRP—Recreational Products		94.9		83.1		91.9
FRP—Recreational Transportation		30.6		23.6		32.2
Total Engineered Materials	$	228.0	$	175.6	$	208.6
Total Net Sales	$	3,408.0	$	2,936.9	$	3,283.1

Remaining Performance Obligations

The transaction price allocated to remaining performance obligations represents the transaction price of firm orders which have not yet been fulfilled, which we also refer to as total backlog. As of December 31, 2021, backlog was $1,275.8 million. We expect to recognize approximately 94% of our remaining performance obligations as revenue in 2022, an additional 5% by 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 Consolidated Balance Sheets, and contract liabilities, which are included within “Accrued liabilities” on our Consolidated Balance Sheets, on a contract-by-contract net basis at the end of each reporting period. Net contract assets and contract liabilities consisted of the following:

(in millions) December 31,	2021		2020
Contract assets	$	73.0	$	66.7
Contract liabilities	$	101.1	$	103.0

F-53

During 2021 we recognized revenue of $92.8 million related to contract liabilities as of December 31, 2020.

Note 5 – Research and Development

Research and development costs are expensed when incurred.

(in millions) December 31,	2021		2020		2019
Research and Development Costs	$	82.7	$	74.6	$	74.7

Note 6 – Pension and Postretirement Benefits

Pension Plan

In the United States, we sponsor a defined benefit pension plan that covers approximately 16% of all U.S. employees. Effective January 1, 2013, pension eligible non-union employees no longer earn future benefits in the domestic defined benefit pension plan. The benefits are based on years of service and compensation on a final average pay basis, except for certain hourly employees where benefits are fixed per year of service. Charges to expense are based upon costs computed by an independent actuary. Contributions are intended to provide for future benefits earned to date. Additionally, a number of our non-U.S. subsidiaries sponsor defined benefit pension plans that cover approximately 9% of all non-U.S. employees. The benefits are typically based upon years of service and compensation. Most of these plans are funded by company contributions to pension funds, which are held for the sole benefit of plan participants and beneficiaries.

Postretirement Plans

Postretirement health care and life insurance benefits are provided for certain employees hired before January 1, 1990, who meet minimum age and service requirements. As a result of the acquisition of Crane Currency, we also have postretirement medical and Medicare supplement that cover substantially all former full-time U.S. employees of Crane Currency.

A summary of the projected benefit obligations, fair value of plan assets and funded status is as follows:

	Pension Benefits						Postretirement Benefits
(in millions) December 31,	2021			2020			2021			2020
Change in benefit obligation:
Benefit obligation at beginning of year	$	1,259.8		$	1,168.7		$	30.0		$	29.0
Service cost		6.0			6.4			0.3			0.3
Interest cost		18.4			26.1			0.6			0.9
Plan participants’ contributions		0.4			0.5			—			—
Amendments		(0.7	)		(0.2	)		—			—
Actuarial (gain) loss		(64.8	)		94.8			(0.2	)		2.0
Settlements		(6.1	)		(9.3	)		—			—
Curtailments		0.5			(3.5	)		—			—
Benefits paid		(49.5	)		(46.8	)		(2.6	)		(2.2	)
Foreign currency exchange and other		(10.9	)		23.6			—			—
Administrative expenses paid		(1.0	)		(0.5	)		—			—
Benefit obligation at end of year	$	1,152.1		$	1,259.8		$	28.1		$	30.0

F-54

	Pension Benefits						Postretirement Benefits
(in millions) December 31,	2021			2020			2021			2020
Change in plan assets:
Fair value of plan assets at beginning of year	$	1,024.1		$	965.8		$	—		$	—
Actual return on plan assets		96.2			70.3			—			—
Employer contributions		26.7			26.1			2.6			2.2
Plan participants’ contributions		0.4			0.5			—			—
Settlements		(6.1	)		(9.3	)		—			—
Benefits paid		(49.5	)		(46.8	)		(2.6	)		(2.2	)
Foreign currency exchange and other		(8.8	)		18.5			—			—
Administrative expenses paid		(1.6	)		(1.0	)		—			—
Fair value of plan assets at end of year	$	1,081.4		$	1,024.1		$	—		$	—
Funded status	$	(70.7	)	$	(235.7	)	$	(28.1	)	$	(30.0	)

In the U.S., 2021 actuarial gains in the projected benefit obligation were primarily the result of an increase in the discount rate. Other sources of gains or losses such as plan experience, updated census data and minor adjustments to actuarial assumptions generated combined losses of less than 1% of expected year end obligations. In the Non-U.S. countries, 2021 actuarial gains in the projected benefit obligation were primarily the result of increases in discount rates. Other sources of gains or losses such as plan experience, updated census data, changes to forecast inflation, mortality table updates and minor adjustments to other actuarial assumptions generated combined gains of 2% of expected year end obligations.

In the U.S., 2020 actuarial losses in the projected benefit obligation were primarily the result of a decrease in the discount rate. Other sources of gains or losses such as plan experience, updated census data and minor adjustments to actuarial assumptions generated combined losses of less than 1% of expected year end obligations. In the Non-U.S. countries, 2020 actuarial losses in the projected benefit obligation were primarily the result of decreases in discount rates. Other sources of gains or losses such as plan experience, updated census data, changes to forecast inflation and minor adjustments to actuarial assumptions generated combined gains of 5% of expected year end obligations.

Amounts recognized on our Consolidated Balance Sheets consist of:

	Pension Benefits						Postretirement Benefits
(in millions) December 31,	2021			2020			2021			2020
Other assets	$	132.1		$	62.6		$	—		$	—
Current liabilities		(1.5	)		(1.5	)		(2.5	)		(2.6	)
Accrued pension and postretirement benefits		(201.3	)		(296.8	)		(25.6	)		(27.4	)
Funded status	$	(70.7	)	$	(235.7	)	$	(28.1	)	$	(30.0	)

Amounts recognized in accumulated other comprehensive loss consist of:

	Pension Benefits						Postretirement Benefits
(in millions) December 31,	2021			2020			2021			2020
Net actuarial loss (gain)	$	400.0		$	532.3		$	(1.1	)	$	(0.9	)
Prior service credit		(1.6	)		(2.8	)		(3.1	)		(4.1	)
Total recognized in accumulated other comprehensive loss	$	398.4		$	529.5		$	(4.2	)	$	(5.0	)

F-55

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the U.S. and Non-U.S. plans, are as follows:

	Pension Obligations/Assets
	U.S.				Non-U.S.				Total
(in millions) December 31,	2021		2020		2021		2020		2021		2020
Projected benefit obligation	$	669.7	$	699.1	$	482.4	$	560.7	$	1,152.1	$	1,259.8
Accumulated benefit obligation		669.7		699.1		473.6		548.9		1,143.3		1,248.0
Fair value of plan assets		522.2		482.8		559.2		541.3		1,081.4		1,024.1

Information for pension plans with an accumulated benefit obligation in excess of plan assets is as follows:

(in millions) December 31,	2021		2020
Projected benefit obligation	$	771.6	$	1,060.4
Accumulated benefit obligation	$	720.1	$	1,049.5
Fair value of plan assets	$	525.2	$	762.5

Components of net periodic (benefit) cost are as follows:

	Pension Benefits									Postretirement Benefits
(in millions) For the year ended December 31,	2021			2020			2019			2021			2020			2019
Net Periodic (Benefit) Cost:
Service cost	$	6.0		$	6.4		$	5.4		$	0.3		$	0.3		$	0.3
Interest cost		18.4			26.1			32.7			0.6			0.9			1.1
Expected return on plan assets		(54.6	)		(57.5	)		(53.7	)		—			—			—
Amortization of prior service cost		(0.1	)		(0.3	)		(0.3	)		(1.1	)		(1.1	)		(1.1	)
Amortization of net loss (gain)		23.4			19.1			15.3			—			—			(0.3	)
Recognized curtailment (gain) loss		(1.3	)		(2.3	)		—			—			—			—
Settlement loss		1.4			1.7			—			—			—			—
Net periodic (benefit) cost	$	(6.8	)	$	(6.8	)	$	(0.6	)	$	(0.2	)	$	0.1		$	—

The weighted average assumptions used to determine benefit obligations are as follows:

	Pension Benefits									Postretirement Benefits
For the year ended December 31,	2021			2020			2019			2021			2020			2019
U.S. Plans:
Discount rate		2.89	%		2.62	%		3.34	%		2.70	%		2.30	%		3.20	%
Rate of compensation increase		N/A			N/A			N/A			N/A			N/A			N/A
Interest credit rate		1.47	%		0.93	%		2.83	%		N/A			N/A			N/A
Non-U.S. Plans:
Discount rate		1.58	%		1.07	%		1.70	%		N/A			N/A			N/A
Rate of compensation increase		3.08	%		3.10	%		2.89	%		N/A			N/A			N/A
Interest credit rate		0.33	%		0.29	%		0.22	%		N/A			N/A			N/A

F-56

The weighted-average assumptions used to determine net periodic benefit cost are as follows:

	Pension Benefits									Postretirement Benefits
For the year ended December 31,	2021			2020			2019			2021			2020			2019
U.S. Plans:
Discount rate		2.62	%		3.34	%		4.36	%		2.30	%		3.20	%		4.10	%
Expected rate of return on plan assets		6.50	%		7.25	%		7.25	%		N/A			N/A			N/A
Rate of compensation increase		N/A			N/A			N/A			N/A			N/A			N/A
Interest credit rate		0.93	%		2.83	%		2.40	%		N/A			N/A			N/A
Non-U.S. Plans:
Discount rate		1.07	%		1.70	%		2.42	%		N/A			N/A			N/A
Expected rate of return on plan assets		4.45	%		5.31	%		5.34	%		N/A			N/A			N/A
Rate of compensation increase		3.10	%		2.89	%		3.06	%		N/A			N/A			N/A
Interest credit rate		0.29	%		0.22	%		0.84	%		N/A			N/A			N/A

The long-term expected rate of return on plan assets assumptions were determined with input from independent investment consultants and plan actuaries, utilizing asset pricing models and considering historical returns. The discount rates used by us for valuing pension liabilities are based on a review of high-quality corporate bond yields with maturities approximating the remaining life of the projected benefit obligations.

In the U.S. plan, the 6.50% expected rate of return on assets assumption for 2021 reflected a long-term target comprised of an asset allocation range of 25%-75% equity securities, 15%-35% fixed income securities, 10%-35% alternative assets and 0%-10% cash and cash equivalents. As of December 31, 2021, the actual asset allocation for the U.S. plan was 64.4% equity securities, 22.3% fixed income securities, 12.6% alternative assets and 0.7% cash and cash equivalents.

For the non-U.S. plans, the 4.45% expected rate of return on assets assumption for 2021 reflected a weighted average of the long-term asset allocation targets for our various non-U.S. plans. As of December 31, 2021, the actual weighted average asset allocation for the non-U.S. plans was 24.9% equity securities, 39.8% fixed income securities, 30.5% alternative assets/other and 4.8% cash and cash equivalents.

The assumed health care cost trend rates are as follows:

December 31,	2021			2020
Health care cost trend rate assumed for next year		7.25	%		6.50	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)		4.50	%		4.50	%
Year that the rate reaches the ultimate trend rate		2033			2029

Assumed health care cost trend rates have a significant effect on the amounts reported for our health care plans.

Plan Assets

Our pension plan target allocations and weighted-average asset allocations by asset category are as follows:

	Target Allocation	Actual Allocation
Asset Category December 31,		2021	2020
Equity securities	15%-75%	44%	44%
Fixed income securities	15%-75%	31%	26%
Alternative assets/Other	0%-45%	22%	27%
Cash and money market	0%-10%	3%	3%

F-57

Independent investment consultants are retained to assist in executing the plans’ investment strategies. A number of factors are evaluated in determining if an investment strategy will be implemented in our pension trusts. These factors include, but are not limited to, investment style, investment risk, investment manager performance and costs. We periodically review investment managers and their performance in relation to our plans’ investment objectives.

The primary investment objective of our various pension trusts is to maximize the value of plan assets, focusing on capital preservation, current income and long-term growth of capital and income. The plans’ assets are typically invested in a broad range of equity securities, fixed income securities, alternative assets and cash instruments.

Equity securities include investments in large, mid, and small-capitalization companies located in both developed countries and emerging markets around the world. Fixed income securities include government bonds of various countries, corporate bonds that are primarily investment-grade, and mortgage-backed securities. Alternative assets include investments in real estate and hedge funds employing a wide variety of strategies. Equity securities include Crane common stock, which represents 4% of plan assets as of December 31, 2021 and 2020.

The fair value of our pension plan assets as of December 31, 2021, by asset category, are as follows:

(in millions)	Active Markets for Identical Assets Level 1		Other Observable Inputs Level 2		Unobservable Inputs Level 3		Net Asset Value (“NAV”) Practical Expedient (a)		Total Fair Value
Cash Equivalents and Money Markets	$	30.5	$	—	$	—	$	—	$	30.5
Common Stocks
Actively Managed U.S. Equities		112.8		—		—		—		112.8
Commingled and Mutual Funds
U.S. Equity Funds		129.1		—		—		—		129.1
Non-U.S. Equity Funds		93.7		—		—		139.3		233.0
U.S. Fixed Income, Government and Corporate		116.2		—		—		—		116.2
Registered Investment Company		34.0		—		—		—		34.0
Collective Trust		—		—		21.7		19.0		40.7
Non-U.S. Fixed Income, Government and Corporate		—		—		—		222.6		222.6
International Balanced Funds		—		—		—		2.1		2.1
Property Funds		29.0		—		—		—		29.0
Alternative Investments
Insurance / Annuity Contract(s)		—		14.7		—		—		14.7
Hedge Funds and LDI		—		—		—		64.0		64.0
International Property Funds		—		—		—		52.7		52.7
Total Fair Value	$	545.3	$	14.7	$	21.7	$	499.7	$	1,081.4

^(a)  Investments are measured at fair value using the net asset value per share practical expedient, and therefore, are not classified in the fair value hierarchy.

In 2021, the pension plan’s asset classified as Level 3 constitutes an insurance contract valued annually on an actuarial basis.

F-58

The fair value of our pension plan assets as of December 31, 2020, by asset category, are as follows:

(in millions)	Active Markets for Identical Assets Level 1		Other Observable Inputs Level 2		Unobservable Inputs Level 3		Net Asset Value (“NAV”) Practical Expedient (a)		Total Fair Value
Cash Equivalents and Money Markets	$	30.1	$	—	$	—	$	—	$	30.1
Common Stocks
Actively Managed U.S. Equities		103.2		—		—		—		103.2
Fixed Income Bonds and Notes		—		0.1		—		—		0.1
Commingled and Mutual Funds
U.S. Equity Funds		117.3		—		—		—		117.3
Non-U.S. Equity Funds		53.2		—		—		178.0		231.2
U.S. Fixed Income, Government and Corporate		76.6		—		—		—		76.6
Registered Investment Company		18.3		—		—		—		18.3
Collective Trust		—		—		22.8		19.2		42.0
Non-U.S. Fixed Income, Government and Corporate		—		—		—		186.5		186.5
International Balanced Funds		—		—		—		1.9		1.9
Alternative Investments
Insurance / Annuity Contract(s)		—		14.2		—		—		14.2
Hedge Funds and LDI		—		—		—		153.8		153.8
International Property Funds		—		—		—		48.9		48.9
Total Fair Value	$	398.7	$	14.3	$	22.8	$	588.3	$	1,024.1

In 2020, the pension plan’s asset classified as Level 3 constitutes an insurance contract valued annually on an actuarial basis

The following table sets forth a summary of pension plan assets valued using NAV or its equivalent as of December 31, 2021 and December 31, 2020:

	Redemption Frequency		Unfunded Commitment		Other Redemption Restrictions		Redemption Notice Period
Non-U.S. Equity Funds (a)		Immediate		None		None		None
Non-U.S. Fixed Income, Government and Corporate (b)		Immediate		None		None		None
International Balanced Funds (c)		Immediate		None		None		None
Collective Trust Fund (d)		Immediate		None		None		None
International Property Funds (e)		Immediate		None		None		None
Hedge Funds and LDI (f)		Immediate		None		None		None

^(a)  These funds invest in corporate equity securities outside the United States.

^(b)  These funds invest in corporate and government fixed income securities outside the United States.

^(c)  These funds invest in a blend of equities, fixed income, cash and property outside the United States.

^(d)  These funds are managed in a collective trust under Australia’s Superannuation plan structure.

^(e)  These funds invest in real property outside the United States.

^(f)  These funds invest in strategies that seek to add diversification to a portfolio with uncorrelated risk profiles or are designed to track the duration of all or part of the underlying liability.

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Cash Flows

We expect, based on current actuarial calculations, to contribute cash of approximately $18.9 million to our defined benefit pension plans during 2022. Cash contributions in subsequent years will depend on a number of factors including the investment performance of plan assets.

Estimated Future Benefit Payments

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

Estimated future payments (in millions)	Pension Benefits		Postretirement Benefits
2022	$	53.6	$	2.6
2023		53.2		2.6
2024		54.2		2.4
2025		56.4		2.3
2026		56.0		2.1
2027 to 2031		284.9		8.8
Total payments	$	558.3	$	20.8

Supplemental Executive Retirement Plan

We also have a non-qualified Supplemental Executive Retirement Plan (“SERP”). The SERP, which is not funded, is intended to provide retirement benefits for certain executive officers who were formerly employees of Crane Currency. Benefit amounts are based upon years of service and compensation of the participating employees. There were no pre-tax settlement gains recorded in 2021 or 2020. We recorded a pre-tax settlement gain of $0.1 million in 2019. Accrued SERP benefits were $3.7 million and $3.9 million as of December 31, 2021 and 2020, respectively. Employer contributions made to the SERP were $0.2 million, $0.2 million and $2.2 million in 2021, 2020 and 2019, respectively.

Defined Contribution Plans

We sponsor savings and investment plans that are available to our eligible employees including employees of our subsidiaries. We made contributions to the plans of $12.0 million, $11.8 million and $11.0 million in 2021, 2020 and 2019, respectively.

In addition to participant deferral contributions and company matching contributions on those deferrals, we provide a 3% non-matching contribution to eligible participants. We made non-matching contributions to these plans of $14.6 million, $14.5 million and $13.4 million in 2021, 2020 and 2019, respectively.

Note 7 – Stock-Based Compensation Plans

At December 31, 2021, we had stock-based compensation awards outstanding under the following shareholder-approved plans: the 2013 Stock Incentive Plan (the “2013 Plan”), 2018 Stock Incentive Plan (the “2018 Plan”) and 2018 Amended and Restated Stock Incentive Plan (the “2018 Amended & Restated Plan”), applicable to employees and non-employee directors.

The 2013 Plan was approved by the Board of Directors and stockholders at the annual meeting in 2013. The 2013 Plan originally authorized the issuance of up to 9,500,000 shares of stock pursuant to awards under the plan. In 2018, in view of the limited number of shares remaining available under the 2013 Plan, the Board of Directors and stockholders approved the adoption of the 2018 Plan which authorized the issuance of up to 6,500,000 shares of Crane stock. In 2021, the Board of Directors and stockholders approved the adoption of the 2018 Amended and Restated Stock Incentive Plan which authorized the issuance of up to 4,710,000 shares of Crane stock. No further awards will be made under the 2013 Plan or 2018 Plan.

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The stock incentive plans are used to provide long-term incentive compensation through stock options, restricted share units, performance-based restricted share units and deferred stock units.

Stock Options

Options are granted under the Stock Incentive Plan to officers and other key employees and directors at an exercise price equal to the closing price on the date of grant. Unless otherwise determined by the Compensation Committee which administers the plan, options become exercisable at a rate of 25% after the first year, 50% after the second year, 75% after the third year and 100% after the fourth year from the date of grant. Options granted to officers and employees from 2004 to 2013 expire six years after the date of grant. All options granted to directors and options granted to officers and employees after 2014 expire 10 years after the date of grant.

We determine the fair value of each grant using the Black-Scholes option pricing model. The weighted-average assumptions for grants made during the years ended December 31, 2021, 2020 and 2019 are as follows:

	2021			2020			2019
Dividend yield		3.06	%		3.05	%		2.20	%
Volatility		36.28	%		27.15	%		25.17	%
Risk-free interest rate		0.50	%		1.23	%		2.64	%
Expected lives in years		5.2			5.2			4.2

Expected dividend yield is based on our dividend rate. Expected stock volatility was determined based upon the historical volatility for the four-year period preceding the date of grant. The risk-free interest rate was based on the yield curve in effect at the time the options were granted, using U.S. constant maturities over the expected life of the option. The expected lives of the awards represent the period of time that options granted are expected to be outstanding.

Activity in our stock option plans for the year ended December 31, 2021 were as follows:

Option Activity	Number of Shares (in 000’s)			Weighted Average Exercise Price		Weighted Average Remaining Life (Years)
Options outstanding as of January 1, 2021		2,876		$	68.88
Granted		155			78.59
Exercised		(935	)		57.12
Canceled		(25	)		76.84
Options outstanding as of December 31, 2021		2,071		$	74.82		6.33
Options exercisable as of December 31, 2021		1,161		$	72.57		5.12

Included in our share-based compensation was expense recognized for our stock option awards of $6.2 million, $6.6 million and $6.0 million in 2021, 2020 and 2019, respectively.

The weighted-average fair value of options granted during 2021, 2020 and 2019 was $20.82, $15.18 and $15.79, respectively. The total fair value of shares vested during 2021, 2020 and 2019 was $6.3 million, $6.2 million and $6.3 million, respectively.

The total intrinsic value of options exercised during 2021, 2020 and 2019 was $36.4 million, $4.1 million and $6.8 million, respectively. The aggregate intrinsic value of exercisable options was $33.9 million, $29.5 million and $39.4 million as of December 31, 2021, 2020 and 2019, respectively.

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The total cash received from these option exercises during 2021, 2020 and 2019 was $26.4 million, $8.9 million and $11.4 million, respectively. The tax benefit realized for the tax deductions from these option exercises was $5.5 million, $0.5 million and $0.8 million as of December 31, 2021, 2020 and 2019, respectively.

As of December 31, 2021, there was $8.5 million of total future compensation cost related to unvested share-based awards to be recognized over a weighted-average period of 1.67 years.

Restricted Share Units and Performance-Based Restricted Share Units

Restricted share units vest at a rate of 25% after the first year, 50% after the second year, 75% after the third year and 100% after the fourth year from the date of grant and are subject to forfeiture restrictions which lapse over time. The vesting of performance-based restricted share units is determined in three years based on relative total shareholder return for Crane compared to the S&P Midcap 400 Capital Goods Group, with payout potential ranging from 0% to 200% but capped at 100% if our three year total shareholder return is negative.

Included in our share-based compensation was expense recognized for our restricted share unit and performance-based restricted share unit awards of $18.7 million, $15.7 million and $16.3 million in 2021, 2020 and 2019, respectively. The tax (detriment) benefit for the vesting of the restricted share units was $(0.1) million, $(0.1) million and $2.8 million as of December 31, 2021, 2020 and 2019, respectively.

As of December 31, 2021, there was $27.1 million of total future compensation cost related to restricted share unit and performance-based restricted share unit awards, to be recognized over a weighted-average period of 1.98 years.

Changes in our restricted share units for the year ended December 31, 2021 were as follows:

Restricted Share Unit Activity	Restricted Share Units (in 000’s)			Weighted Average Grant-Date Fair Value
Restricted share units as of January 1, 2021		485		$	83.17
Restricted share units granted		225			80.38
Restricted share units vested		(144	)		77.34
Restricted share units forfeited		(23	)		81.13
Performance-based restricted share units granted		72			82.27
Performance-based restricted share units vested		(67	)		88.66
Restricted share units as of December 31, 2021		548		$	82.84

Note 8—Leases

Arrangements that explicitly or implicitly relate to property, plant and equipment are assessed at inception to determine if the arrangement is or contains a lease. Generally, we enter into operating leases as the lessee and recognize right-of-use assets and lease liabilities based on the present value of future lease payments over the lease term.

We lease certain vehicles, equipment, manufacturing facilities, and non-manufacturing facilities. We have leases with both lease components and non-lease components, such as common area maintenance, utilities, or other repairs and maintenance. For all asset classes, we applied the practical expedient to account for each separate lease component and its associated non-lease component(s) as a single lease component.

We identify variable lease payments, such as maintenance payments based on actual activities performed or costs incurred, at lease commencement by assessing the nature of the payment provisions, including whether the payments are subject to a minimum.

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Certain leases include options to renew for an additional term or company-controlled options to terminate. We generally determine it is not reasonably certain to assume the exercise of renewal options because there is no economic incentive to renew. As termination options often include penalties, we generally determine it is reasonably certain that termination options will not be exercised because there is an economic incentive not to terminate. Therefore, these options generally do not impact the lease term or the determination or classification of the right-of-use asset and lease liability.

In the third quarter of 2017, we entered into a seven-year lease for a used airplane which includes a maximum residual value guarantee of $11.1 million if the fair value of the airplane is less than $14.4 million at the end of the lease term. We do not believe it is probable that any amount will be owed under this guarantee. Therefore, no amount related to the residual value guarantee is included in the lease payments used to measure the right-of-use asset and lease liability. We have not entered into any other leases where a residual value guarantee is provided to the lessor.

Rental expense was $38.3 million, $40.3 million and $34.8 million for 2021, 2020 and 2019, respectively.

We do not enter into arrangements where restrictions or covenants are imposed by the lessor that, for example, relate to incurring additional financial obligations. Furthermore, we also have not entered into any significant sublease arrangements.

We use our collateralized incremental borrowing rate based on the information available at commencement date to determine the present value of future payments and the appropriate lease classification. The rate implicit in the lease is generally unknown, as we generally operate in the capacity of the lessee.

Our Consolidated Balance Sheet includes the following related to leases:

(in millions) December 31,	Classification		2021		2020
Assets
Operating right-of-use assets		Other assets	$	96.8	$	104.2
Liabilities
Current lease liabilities		Accrued liabilities	$	22.7	$	23.4
Long-term lease liabilities		Other liabilities		79.4		86.5
Total lease liabilities			$	102.1	$	109.9

The components of lease cost were as follows:

(in millions) December 31,	2021		2020		2019
Operating lease cost	$	31.9	$	33.1	$	32.6
Variable lease cost	$	6.3	$	7.2	$	2.2

The weighted average remaining lease terms and discount rates for our operating leases were as follows:

December 31,	2021			2020
Weighted-average remaining lease term—operating leases		9.4			9.8
Weighted-average discount rate—operating leases		3.6	%		3.8	%

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Supplemental cash flow information related to our operating leases was as follows for periods ended December 31, 2021 and 2020:

(in millions) December 31,	2021		2020		2019
Cash paid for amounts included in measurement of operating lease liabilities—operating cash flows	$	26.9	$	26.5	$	24.3
Right-of-use assets obtained in exchange for new operating lease liabilities	$	17.0	$	10.0	$	21.0

Future minimum operating lease payments are as follows:

(in millions)	December 31, 2021
2022	$	25.7
2023		22.8
2024		17.5
2025		13.8
2026		9.4
Thereafter		48.2
Total future minimum operating lease payments	$	137.4
Imputed interest		35.3
Present value of lease liabilities reported	$	102.1

Note 9 – Income Taxes

Provision for Income Taxes

Our income before taxes is as follows:

(in millions) For year ended December 31,	2021		2020		2019
U.S. operations	$	342.1	$	124.9	$	64.0
Non-U.S. operations		160.7		99.6		106.7
Total	$	502.8	$	224.5	$	170.7

Our provision (benefit) for income taxes consists of:

(in millions) For the year ended December 31,	2021			2020			2019
Current:
U.S. federal tax	$	39.0		$	11.3		$	31.0
U.S. state and local tax		3.7			1.6			2.2
Non-U.S. tax		34.2			12.4			29.0
Total current		76.9			25.3			62.2
Deferred:
U.S. federal tax		(8.2	)		16.5			(26.4	)
U.S. state and local tax		(1.9	)		(0.1	)		3.0
Non-U.S. tax		0.6			1.7			(1.7	)
Total deferred		(9.5	)		18.1			(25.1	)
Total provision for income taxes *	$	67.4		$	43.4		$	37.1

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* Included in the above amounts are excess tax benefits from share-based compensation of $5.5 million, $0.6 million and $3.8 million in 2021, 2020 and 2019, respectively, which were reflected as reductions in our provision for income taxes in 2021, 2020 and 2019.

A reconciliation of the statutory U.S. federal tax rate to our effective tax rate is as follows:

For the year ended December 31,	2021			2020			2019
Statutory U.S. federal tax rate		21.0	%		21.0	%		21.0	%
Increase (reduction) from:
Income taxed at non-U.S. rates		0.2	%		(3.1	)%		2.6	%
Non-U.S. income inclusion, net of tax credits		(1.5	)%		2.3	%		3.4	%
State and local taxes, net of federal benefit		0.2	%		0.5	%		2.5	%
U.S. research and development tax credit		(0.5	)%		(2.3	)%		(1.7	)%
U.S. deduction for foreign—derived intangible income		(1.0	)%		(0.5	)%		(5.1	)%
Deferred tax asset related to the sale of a subsidiary		(4.1	)%		—	%		—	%
Other		(0.9	)%		1.4	%		(1.0	)%
Effective tax rate		13.4	%		19.3	%		21.7	%

As of December 31, 2021, we have made the following determinations with regard to our non-U.S. earnings:

(in millions)	Permanently reinvested			Not permanently reinvested
Amount of earnings	$	333.2		$	1,294
Associated tax		NA	*	$	14.3

* Determination of U.S. income taxes and non-U.S. withholding taxes due upon repatriation of this $333.2 million of earnings is not practicable because the amount of such taxes depends upon circumstances existing in numerous taxing jurisdictions at the time the remittance occurs.

Tax Related to Comprehensive Income

During 2021, 2020 and 2019, tax (benefit) provision of $29.9 million, $(13.5) million and $(12.6) million, respectively, related to changes in pension and post-retirement plan assets and benefit obligations, were recorded to accumulated other comprehensive loss.

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Deferred Taxes and Valuation Allowances

The components of deferred tax assets and liabilities included in our Consolidated Balance Sheets are as follows:

(in millions) December 31,	2021			2020
Deferred tax assets:
Asbestos-related liabilities	$	138.9		$	150.3
Tax loss and credit carryforwards		111.2			124.5
Pension and post-retirement benefits		24.1			66.0
Inventories		29.3			29.8
Deferred tax asset related to the sale of a subsidiary		20.6			—
Other		35.9			41.4
Total	$	360.0		$	412.0
Less: valuation allowance		141.5			153.4
Total deferred tax assets, net of valuation allowance	$	218.5		$	258.6
Deferred tax liabilities:
Basis difference in fixed assets	$	(47.4	)	$	(60.6	)
Basis difference in intangible assets		(208.2	)		(212.7	)
Other		(22.1	)		(24.0	)
Total deferred tax liabilities	$	(277.7	)	$	(297.3	)
Net deferred tax asset (liability)	$	(59.2	)	$	(38.7	)
Balance sheet classification:
Long-term deferred tax assets	$	17.7		$	14.9
Long-term deferred tax liability		(76.9	)		(53.6	)
Net deferred tax asset (liability)	$	(59.2	)	$	(38.7	)

As of December 31, 2021, we had U.S. federal, U.S. state and non-U.S. tax loss and credit carryforwards that will expire, if unused, as follows:

(in millions) Year of expiration	U.S. Federal Tax Credits			U.S. Federal Tax Losses			U.S. State Tax Credits			U.S. State Tax Losses			Non-U.S. Tax Losses			Total
2022-2026	$	—		$	—		$	2.7		$	114.3		$	5.3
After 2026		3.8			0.7			1.7			764.2			5.8
Indefinite		—			—			22.0			9.5			184.8
Total tax carryforwards	$	3.8		$	0.7		$	26.4		$	888.0		$	195.9
Deferred tax asset on tax carryforwards	$	3.8		$	0.2		$	21.1		$	43.9		$	42.2		$	111.2
Valuation allowance on tax carryforwards		(3.8	)		(0.2	)		(20.3	)		(42.2	)		(39.9	)		(106.4	)
Net deferred tax asset on tax carryforwards	$	—		$	—		$	0.8		$	1.7		$	2.3		$	4.8

As of December 31, 2021 and 2020, we determined that it was more likely than not that $106.4 million and $118.3 million, respectively, of our deferred tax assets related to tax loss and credit carryforwards will not be realized. As a result, we recorded a valuation allowance against these deferred tax assets. We also determined that it is more likely than not that a portion of the benefit related to U.S. state and non-U.S. deferred tax assets other than tax loss and credit carryforwards will not be realized. Accordingly, as of December 31, 2021 and 2020, a valuation allowance of $35.1 million and $35.1 million, respectively, was established against these U.S. state and non-U.S. deferred tax assets. Our total valuation allowance as of December 31, 2021 and 2020 was $141.5 million and $153.4 million, respectively.

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Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of our gross unrecognized tax benefits, excluding interest and penalties, is as follows:

(in millions)	2021			2020			2019
Balance of liability as of January 1,	$	34.0		$	39.8		$	42.0
Increase as a result of tax positions taken during a prior year		0.7			5.4			1.1
Decrease as a result of tax positions taken during a prior year		(0.3	)		(0.4	)		(0.5	)
Increase as a result of tax positions taken during the current year		2.6			1.8			3.2
Decrease as a result of settlements with taxing authorities		(0.8	)		(2.5	)		—
Reduction as a result of a lapse of the statute of limitations		(4.6	)		(10.1	)		(6.0	)
Balance of liability as of December 31,	$	31.6		$	34.0		$	39.8

As of December 31, 2021, 2020 and 2019, the amount of our unrecognized tax benefits that, if recognized, would affect our effective tax rate were $33.5 million, $32.6 million and $43.8 million, respectively. The difference between these amounts and those reflected in the table above relates to (1) offsetting tax effects from other tax jurisdictions, and (2) interest expense, net of deferred taxes and (3) unrecognized tax benefits whose reversals would be recorded to goodwill.

We recognize interest and penalties related to unrecognized tax benefits as a component of our income tax expense. During the years ended December 31, 2021, 2020 and 2019, we recognized interest and penalty (income)/ expense of $(2.6) million, $(0.5) million and $0.8 million, respectively, in our Consolidated Statements of Operations. As of December 31, 2021 and 2020, we had accrued $4.9 million and $7.5 million, respectively, of interest and penalties related to unrecognized tax benefits on our Consolidated Balance Sheets.

During the next twelve months, it is reasonably possible that our unrecognized tax benefits could change by $6.6 million due to settlements of income tax examinations, the expiration of statutes of limitations or other resolution of uncertainties. However, if the ultimate resolution of income tax examinations results in amounts that differ from this estimate, we will record additional income tax expense or benefit in the period in which such matters are effectively settled.

Income Tax Examinations

Our income tax returns are subject to examination by the U.S. federal, U.S. state and local, and non-U.S. tax authorities. With few exceptions, the years for which we filed returns that are open to examination are as follows:

Jurisdiction	Year
U.S. federal		2018 -2020
U.S. state and local		2015 -2020
Non-U.S.		2015 -2020

Currently, we and our subsidiaries are under examination in various jurisdictions, including Germany (2016 through 2019), Canada (2013 through 2015) and Luxembourg (2017 through 2018).

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Note 10 – Accrued Liabilities

Accrued liabilities consist of:

(in millions) December 31,	2021		2020
Employee related expenses	$	181.9	$	124.3
Warranty		8.6		9.4
Current lease liabilities		22.7		23.4
Contract liabilities		101.1		103.0
Other		128.4		135.8
Total	$	442.7	$	395.9

We accrue warranty liabilities when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Warranty provision is included in “Cost of sales” in our Consolidated Statements of Operations.

A summary of the warranty liabilities is as follows:

(in millions) December 31,	2021			2020			2019
Balance at beginning of period	$	9.4		$	11.0		$	18.2
Expense		7.8			8.2			8.9
Changes due to acquisitions/divestitures		(0.1	)		0.3			—
Payments / deductions		(8.5	)		(10.2	)		(16.0	)
Currency translation		—			0.1			(0.1	)
Balance at end of period	$	8.6		$	9.4		$	11.0

Note 11 – Other Liabilities

(in millions) December 31,	2021		2020
Environmental	$	25.8	$	29.4
Long-term lease liabilities		79.4		86.5
Other		56.0		55.5
Total	$	161.2	$	171.4

Note 12—Commitments and Contingencies

Asbestos Liability

Information Regarding Claims and Costs in the Tort System

As of December 31, 2021, we were a defendant in cases filed in numerous state and federal courts alleging injury or death as a result of exposure to asbestos. Activity related to asbestos claims during the periods indicated was as follows:

For the year ended December 31,	2021			2020			2019
Beginning claims		29,138			29,056			29,089
New claims		2,975			2,620			2,848
Settlements		(980	)		(885	)		(983	)
Dismissals		(1,175	)		(1,653	)		(1,898	)
Ending claims		29,958			29,138			29,056

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Of the 29,958 pending claims as of December 31, 2021, approximately 18,000 claims were pending in New York of which approximately 16,000 are non-malignancy claims that were filed over 15 years ago and have been inactive under New York court orders.

We have tried several cases resulting in defense verdicts by the jury or directed verdicts for the defense by the court. We further have pursued appeals of certain adverse jury verdicts that have resulted in reversals in favor of the defense. We have also tried several other cases resulting in plaintiff verdicts which we paid or settled after unsuccessful appeals.

The gross settlement and defense costs incurred (before insurance recoveries and tax effects) by us for the years ended December 31, 2021, 2020 and 2019 totaled $55.2 million, $50.9 million and $66.2 million, respectively. In contrast to the recognition of settlement and defense costs, which reflect the current level of activity in the tort system, cash payments and receipts generally lag the tort system activity by several months or more, and may show some fluctuation from period to period. Cash payments of settlement amounts are not made until all releases and other required documentation are received by us, and reimbursements of both settlement amounts and defense costs by insurers may be uneven due to insurer payment practices, transitions from one insurance layer to the next excess layer and the payment terms of certain reimbursement agreements. Our total pre-tax payments for settlement and defense costs, net of funds received from insurers, for the years ended December 31, 2021, 2020 and 2019 totaled $44.9 million, $31.1 million and $41.5 million, respectively. Detailed below are the comparable amounts for the periods indicated.

(in millions)
For the year ended December 31,	2021			2020			2019
Settlement / indemnity costs incurred (a)	$	40.6		$	35.3		$	45.5
Defense costs incurred (a)		14.6			15.6			20.7
Total costs incurred	$	55.2		$	50.9		$	66.2
Settlement / indemnity payments	$	42.6		$	24.7		$	38.9
Defense payments		15.4			16.7			21.4
Insurance receipts		(13.1	)		(10.3	)		(18.8	)
Pre-tax cash payments, net	$	44.9		$	31.1		$	41.5

^(a)  Before insurance recoveries and tax effects.

The amounts shown for settlement and defense costs incurred, and cash payments, are not necessarily indicative of future period amounts, which may be higher or lower than those reported.

Cumulatively through December 31, 2021, we have resolved (by settlement or dismissal) approximately 143,000 claims. The related settlement cost incurred by us and our insurance carriers is approximately $720 million, for an average settlement cost per resolved claim of approximately $5,000. The average settlement cost per claim resolved during the years ended December 31, 2021, 2020 and 2019 was $18,800, $13,900, and $15,800, respectively. Because claims are sometimes dismissed in large groups, the average cost per resolved claim, as well as the number of open claims, can fluctuate significantly from period to period. In addition to large group dismissals, the nature of the disease and corresponding settlement amounts for each claim resolved will also drive changes from period to period in the average settlement cost per claim. Accordingly, the average cost per resolved claim is not considered in our periodic review of our estimated asbestos liability. For a discussion regarding the four most significant factors affecting the liability estimate, see “Effects on the Consolidated Financial Statements.”

Effects on the Consolidated Financial Statements

We have retained an independent actuarial firm to assist management in estimating our asbestos liability in the tort system. The actuarial consultants review information provided by us concerning claims filed, settled and dismissed, amounts paid in settlements and relevant claim information such as the nature of the asbestos-related

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disease asserted by the claimant, the jurisdiction where filed and the time lag from filing to disposition of the claim. The methodology used by the actuarial consultants to project future asbestos costs is based on our recent historical experience for claims filed, settled and dismissed during a base reference period. Our experience is then compared to estimates of the number of individuals likely to develop asbestos-related diseases determined based on widely used previously conducted epidemiological studies augmented with current data inputs. Those studies were undertaken in connection with national analyses of the population of workers believed to have been exposed to asbestos. Using that information, the actuarial consultants estimate the number of future claims that would be filed against us and estimates the aggregate settlement or indemnity costs that would be incurred to resolve both pending and future claims based upon the average settlement costs by disease during the reference period. This methodology has been accepted by numerous courts. After discussions with us, the actuarial consultants augment our liability estimate for the costs of defending asbestos claims in the tort system using a forecast from us which is based upon discussions with our defense counsel. Based on this information, the actuarial consultants compile an estimate of our asbestos liability for pending and future claims using a range of reference periods based on claim experience and claims expected to be filed through the indicated forecast period. The most significant factors affecting the liability estimate are (1) the number of new mesothelioma claims filed against us, (2) the average settlement costs for mesothelioma claims, (3) the percentage of mesothelioma claims dismissed against us and (4) the aggregate defense costs incurred by us. These factors are interdependent, and no one factor predominates in determining the liability estimate.

In our view, the forecast period used to provide the best estimate for asbestos claims and related liabilities and costs is a judgment based upon a number of trend factors, including the number and type of claims being filed each year; the jurisdictions where such claims are filed, and the effect of any legislation or judicial orders in such jurisdictions restricting the types of claims that can proceed to trial on the merits; and the likelihood of any comprehensive asbestos legislation at the federal level. In addition, the dynamics of asbestos litigation in the tort system have been significantly affected by the substantial number of companies that have filed for bankruptcy protection, thereby staying any asbestos claims against them until the conclusion of such proceedings, and the establishment of a number of post-bankruptcy trusts for asbestos claimants, which have been estimated to provide $36 billion for payments to current and future claimants. These trend factors have both positive and negative effects on the dynamics of asbestos litigation in the tort system and the related best estimate of our asbestos liability, and these effects do not move in a linear fashion but rather change over multi-year periods. Accordingly, management continues to monitor these trend factors over time and periodically assesses whether an alternative forecast period is appropriate.

Each quarter, the actuarial consultants compile an update based upon our experience in claims filed, settled and dismissed as well as average settlement costs by disease category (mesothelioma, lung cancer, other cancer, and non-malignant conditions including asbestosis). In addition to this claims experience, we also consider additional quantitative and qualitative factors such as the nature of the aging of pending claims, significant appellate rulings and legislative developments, and their respective effects on expected future settlement values. As part of this process, we also consider trends in the tort system such as those enumerated above. Management considers all these factors in conjunction with the liability estimate of the actuarial consultants and determines whether a change in the estimate is warranted.

Liability Estimate. In June 2016, the New York State Court of Appeals issued its opinion in Dummitt v. Crane Co., affirming a 2012 verdict for $4.9 million against us. In that opinion, the court ruled that in certain circumstances we are legally responsible for asbestos-containing materials made and sold by third parties that others attached post-sale to our equipment. This decision provided clarity regarding the nature of claims that may proceed to trial in New York and greater predictability regarding future claim activity. We also reflected the impact of the Dummitt decision on our expected settlement values. Accordingly, on December 31, 2016, we updated and extended our asbestos liability estimate through 2059, the generally accepted end point.

Following our experience in the tort system post the Dummitt decision, we entered into several, increasingly similar, group settlements with various plaintiff firms and we expect this new trend of these types of group

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settlements to continue. Accordingly, effective as of December 31, 2019, we updated our estimate of the asbestos liability, including revised costs of settlement or indemnity payments and defense costs relating to currently pending claims and future claims projected to be filed against us through the same expected end point of 2059. Our estimate of the asbestos liability for pending and future claims through 2059 is based on the projected future asbestos costs resulting from our experience using a range of reference periods for claims filed, settled and dismissed. Based on this estimate, we recorded an additional liability of $255 million as of December 31, 2019.

An aggregate liability of $712 million was recorded as of December 31, 2019 to cover the estimated cost of asbestos claims now pending or subsequently asserted through 2059, of which approximately 85% is attributable to settlement and defense costs for future claims projected to be filed through 2059. The liability is reduced when cash payments are made in respect of settled claims and defense costs. The liability was $612 million and $670 million as of December 31, 2021 and 2020, respectively. It is not possible to forecast when cash payments related to the asbestos liability will be fully expended; however, it is expected such cash payments will continue for a number of years past 2059, due to the significant proportion of future claims included in the estimated asbestos liability and the lag time between the date a claim is filed and when it is resolved. None of these estimated costs have been discounted to present value due to the inability to reliably forecast the timing of payments. The current portion of the total estimated liability at December 31, 2021 and 2020 is $62.3 million and $66.5 million, respectively and represents our best estimate of total asbestos costs expected to be paid during the twelve-month period. Such amount is based upon the actuarial model together with our prior year payment experience for both settlement and defense costs.

We have made our best estimate of the costs through 2059. Through December 31, 2021, our actual experience during the updated reference period for mesothelioma claims filed and dismissed generally approximated the assumptions in our liability estimate. In addition to this claims experience, we considered additional quantitative and qualitative factors such as the nature of the aging of pending claims, significant appellate rulings and legislative developments, and their respective effects on expected future settlement values. Based on this evaluation, we determined that no change in the estimate was warranted for the period ended December 31, 2021.

Insurance Coverage and Receivables. Prior to 2005, a significant portion of our settlement and defense costs were paid by our primary insurers. With the exhaustion of that primary coverage, we began negotiations with our excess insurers to reimburse us for a portion of our settlement and/or defense costs as incurred. To date, we have entered into agreements providing for such reimbursements, known as “coverage-in-place,” with eleven of our excess insurer groups. Under such coverage-in-place agreements, an insurer’s policies remain in force and the insurer undertakes to provide coverage for our present and future asbestos claims on specified terms and conditions that address, among other things, the share of asbestos claims costs to be paid by the insurer, payment terms, claims handling procedures and the expiration of the insurer’s obligations. Similarly, under a variant of coverage-in-place, we have entered into an agreement with a group of insurers confirming the aggregate amount of available coverage under the subject policies and setting forth a schedule for future reimbursement payments to us based on aggregate indemnity and defense payments made. In addition, with ten of our excess insurer groups, we entered into agreements settling all asbestos and other coverage obligations for an agreed sum and received a total of $82.5 million in aggregate as a result of those settlements. Reimbursements from insurers for past and ongoing settlement and defense costs allocable to their policies have been made in accordance with these coverage-in-place and other agreements. All these agreements include provisions for mutual releases, indemnification of the insurer and, for coverage-in-place, claims handling procedures. With the agreements referenced above, we have concluded settlements with all but two of our solvent excess insurers with policies expected to respond to the aggregate costs included in the liability estimate. The first such insurer, which issued a single applicable policy, has been paying for many years the shares of defense and indemnity costs we have allocated to it, subject to a reservation of rights. The second insurer issued a single applicable policy in a layer of coverage that we do not anticipate reaching until many years from now, and, prior to the policy being reached, we anticipate opening a dialogue with that insurer about the execution of a suitable agreement. There are no pending legal proceedings between us and any insurer contesting our asbestos claims under our insurance policies.

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In conjunction with developing the aggregate updated liability estimate referenced above, we also developed an updated estimate of probable insurance recoveries for our asbestos liabilities. In developing this estimate, we considered our coverage-in-place and other settlement agreements described above, as well as several additional factors. These additional factors include the financial viability of the insurance companies, the method by which losses will be allocated to the various insurance policies and the years covered by those policies, how settlement and defense costs will be covered by the insurance policies and interpretation of the effect on coverage of various policy terms and limits. In addition, the timing and amount of reimbursements will vary because our insurance coverage for asbestos claims involves multiple insurers, with different policy terms and certain gaps in coverage. In addition to consulting with legal counsel on these insurance matters, we retained insurance consultants to assist management in the estimation of probable insurance recoveries based upon the aggregate liability estimate described above and assuming the continued viability of all solvent insurance carriers. Based upon the analysis of policy terms and other factors noted above by our legal counsel, and incorporating risk mitigation judgments by us where policy terms or other factors were not certain, our insurance consultants compiled a model indicating how our historical insurance policies would respond to varying levels of asbestos settlement and defense costs and the allocation of such costs between such insurers and us. Using the estimated liability as of December 31, 2019 (for claims filed or expected to be filed through 2059), the insurance consultant’s model forecasted that approximately 14% of the liability would be reimbursed by our insurers. While there are overall limits on the aggregate amount of insurance available to us with respect to asbestos claims, certain limits were not reached by the total estimated liability currently recorded by us, and such overall limits did not influence our determination of the asset amount to record. We allocate to ourselves the amount of the asbestos liability (for claims filed or expected to be filed through 2059) that is in excess of available insurance coverage allocated to such years. An asset of $98 million was recorded as of December 31, 2019 representing the probable insurance reimbursement for claims expected through 2059. The asset is reduced as reimbursements and other payments from insurers are received. The asset was $74 million and $87 million as of December 31, 2021 and 2020, respectively.

We review the estimated reimbursement rate with our insurance consultants on a periodic basis in order to confirm overall consistency with our established reserves. The reviews encompass consideration of the performance of the insurers under coverage-in-place agreements and the effect of any additional lump-sum payments under other insurer agreements. Actual insurance reimbursements vary from period to period, and will decline over time, for the reasons cited above.

Uncertainties. Estimation of our ultimate exposure for asbestos-related claims is subject to significant uncertainties, as there are multiple variables that can affect the timing, severity and quantity of claims and the manner of their resolution. We caution that our estimated liability is based on assumptions with respect to future claims, settlement and defense costs based on past experience that may not prove reliable as predictors; the assumptions are interdependent and no single factor predominates in determining the liability estimate. A significant upward or downward trend in the number of claims filed, depending on the nature of the alleged injury, the jurisdiction where filed and the quality of the product identification, or a significant upward or downward trend in the costs of defending claims, could change the estimated liability, as would substantial adverse verdicts at trial that withstand appeal. A legislative solution, structured settlement transaction, or significant change in relevant case law could also change the estimated liability.

The same factors that affect developing estimates of probable settlement and defense costs for asbestos-related liabilities also affect estimates of the probable insurance reimbursements, as do a number of additional factors. These additional factors include the financial viability of the insurance companies, the method by which losses will be allocated to the various insurance policies and the years covered by those policies, how settlement and defense costs will be covered by the insurance policies and interpretation of the effect on coverage of various policy terms and limits and their interrelationships. In addition, due to the uncertainties inherent in litigation matters, no assurances can be given regarding the outcome of any litigation, if necessary, to enforce our rights under our insurance policies or settlement agreements.

Many uncertainties exist surrounding asbestos litigation, and we will continue to evaluate our estimated asbestos-related liability and corresponding estimated insurance reimbursement as well as the underlying assumptions and

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process used to derive these amounts. These uncertainties may result in our incurring future charges or increases to income to adjust the carrying value of recorded liabilities and assets, particularly if the number of claims and settlement and defense costs change significantly, or if there are significant developments in the trend of case law or court procedures, or if legislation or another alternative solution is implemented. Although the resolution of these claims will likely take many years, the effect on the results of operations, financial position and cash flow in any given period from a revision to these estimates could be material.

Other Contingencies

Environmental Matters

For environmental matters, we record a liability for estimated remediation costs when it is probable that we will be responsible for such costs and they can be reasonably estimated. Generally, third party specialists assist in the estimation of remediation costs. The environmental remediation liability as of December 31, 2021 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.

Goodyear Site

The Goodyear Site was operated by Unidynamics/Phoenix, Inc. (“UPI”), which became an indirect subsidiary in 1985 when we acquired UPI’s parent company, UniDynamics Corporation. 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 Department of Defense and other government agencies and certain of their prime contractors. In 1990, the U.S. Environmental Protection Agency (“EPA”) issued administrative orders requiring UPI to design and carry out 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 into 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 $32.3 million and $39.8 million as of December 31, 2021 and 2020, respectively and as described below, a portion is reimbursable by the U.S. Government. The current portion of the total estimated liability was $7.1 million and $10.9 million as of December 31, 2021 and 2020, respectively, and represents our best estimate, in consultation with our technical advisors, of total remediation costs expected to be paid during the twelve-month period. It is not possible at this point to reasonably estimate the amount of any obligation in excess of our current accruals through the 2027 forecast period because of the aforementioned uncertainties, in particular, the continued significant changes in the Goodyear Site conditions and additional expectations of remediation activities experienced in recent years.

On July 31, 2006, we entered into a consent decree with the U.S. Department of Justice on behalf of the Department of Defense and the Department of Energy pursuant to which, among other things, the U.S. Government reimburses us for 21% of qualifying costs of investigation and remediation activities at the Goodyear Site. As of December 31, 2021 and 2020, we recorded a receivable of $7.3 million and $7.8 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.

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Other Environmental Matters

Marion, IL Site

We have 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. A predecessor 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.

GD-OTS has asked us to participate in a voluntary, multi-party mediation exercise with respect to response costs it has incurred or will incur with respect to the AUS-OU. We and other PRPs executed a non-binding mediation agreement on March 16, 2015, and the U.S. government executed the mediation agreement on August 6, 2015. The first phase of the mediation, involving certain former munitions or ordnance storage areas, began in November 2017, but did not result in a multi-party settlement agreement. Subsequently, we entered into 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 a non-material amount. We 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 we expect in the aggregate to be immaterial. We understand that GD-OTS has also reached agreements-in-principle with the U.S. Government and the other participating PRPs related to the first-phase areas of concern. Negotiations between GD-OTS and the U.S. Government are underway with respect to resolution of the remaining areas of the site, including those portions of the Crab Orchard Site where our predecessor conducted manufacturing and research activities. We at present cannot predict whether these further negotiations will result in an agreement, or when any determination of the ultimate allocable shares of the various PRPs, including the U.S. Government, 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. We notified our insurers of this potential liability and have obtained defense and indemnity coverage, subject to reservations of rights, under certain of our insurance policies.

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.

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,

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commercial, employment, employee benefits, environmental and stockholder matters. We record a provision for a liability for such matters when it is considered probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions, if any, are reviewed quarterly and adjusted as additional information becomes available. If either or both of the criteria are not met, we assess whether there is at least a reasonable possibility that a loss, or additional losses, may have been incurred. If there is a reasonable possibility that a loss or additional loss may have been incurred for such matters, we disclose the estimate of the amount of loss or range of loss, disclose that the amount is immaterial, or disclose that an estimate of loss cannot be made, as applicable. We believe that as of December 31, 2021 2020 and 2019, there was no reasonable possibility that a material loss, or any additional material losses, may have been incurred for such matters, and that adequate provision has been made in our financial statements for the potential impact of all such matters.

Note 13 – Financing

Our debt as of December 31, 2021 and 2020 consisted of the following:

(in millions) December 31,	2021			2020
Commercial paper	$	—		$	27.2
2020 364-Day Credit Agreement		—			348.5
Total short-term borrowings	$	—		$	375.7
4.45% notes due December 2023	$	299.4		$	299.1
6.55% notes due November 2036		198.5			198.4
4.20% notes due March 2048		346.3			346.2
Other deferred financing costs associated with credit facilities		(1.8	)		(0.8	)
Total long-term debt	$	842.4		$	842.9

Debt discounts and debt issuance costs totaled $5.7 million and $6.6 million as of December 31, 2021 and 2020, respectively, and have been netted against the aggregate principal amounts of the related debt in the components of the debt table above.

Commercial paper program - On July 28, 2021, we increased the size of the commercial paper program (“CP Program”) to permit the issuance of short-term, unsecured commercial paper notes in an aggregate principal amount not to exceed $650 million at any time outstanding. We may issue short-term, unsecured commercial paper notes pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Prior to this increase, the CP Program permitted us to issue commercial paper notes in an aggregate principal amount not to exceed $550 million at any time outstanding. The other terms and conditions of the CP Program remain the same. Amounts available under the CP Program may be borrowed, repaid and re-borrowed from time to time. The notes will have maturities of up to 397 days from date of issue. The notes rank at least pari passu with all of our other unsecured and unsubordinated indebtedness. As of December 31, 2021 and 2020, there was $0.0 million and $27.2 million of outstanding borrowings, respectively. We issued $100 million in January 2020 and $150 million in December 2019 of commercial paper to fund the acquisitions of I&S and Cummins-Allison, respectively. See discussion in Note 2, “Acquisitions” for further details.

2020 364-Day Credit Agreement - On April 16, 2020, we entered into a new senior unsecured 364-day credit facility (the “2020 364-Day Credit Agreement”). We borrowed term loans denominated in dollars (the “Dollar Term Loans”) in an aggregate principal amount equal to $300 million, and term loans denominated in euros (the “Euro Term Loans”) in an aggregate principal amount equal to €40 million under the 2020 364-Day Credit Agreement. Interest on the Dollar Term Loans accrues at a rate per annum equal to (a) a base rate (determined in a customary manner), plus a margin dependent upon ratings of our senior unsecured long-term debt (the “Index Debt Rating”) or (2) an adjusted LIBO rate (determined in a customary manner) for an interest period to be selected by us, plus a margin

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dependent upon the Index Debt Rating. Interest on the Euro Term Loans accrues at an adjusted LIBO rate (determined in a customary manner) for an interest period to be selected by us, plus a margin. The 2020 364-Day Credit Agreement contains customary affirmative and negative covenants and customary events of default and acceleration for credit facilities of this type. As of December 31, 2020, there was $348.5 million outstanding under the 2020 364-Day Credit Agreement. On April 15, 2021, we repaid the amount outstanding under the 2020 364-Day Credit Agreement with cash on hand and the issuance of commercial paper.

4.45% notes due December 2023 - In December 2013, we issued 10 year notes having an aggregate principal amount of $300 million. The notes are unsecured, senior obligations that mature on December 15, 2023 and bear interest at 4.45% per annum, payable semi-annually on June 15 and December 15 of each year. The notes have no sinking fund requirement, but may be redeemed, in whole or part, at our option. These notes do not contain any material debt covenants or cross default provisions. If there is a change in control of the Company, and if as a consequence, the notes are rated below investment grade by both Moody’s Investors Service and Standard & Poor’s, then holders of the notes may require us to repurchase them, in whole or in part, for 101% of the principal amount plus accrued and unpaid interest. Debt issuance costs are deferred and included in long-term debt and are amortized as a component of interest expense over the term of the notes. Including debt issuance cost amortization, these notes have an effective annualized interest rate of 4.56%. The notes were issued under an indenture dated as of December 13, 2013. The indentures contain certain restrictions, including a limitation that restricts our ability and the ability of certain of our subsidiaries to create or incur secured indebtedness, enter into certain sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries.

6.55% notes due November 2036 - In November 2006, we issued 30 year notes having an aggregate principal amount of $200 million. The notes are unsecured, senior obligations of us that mature on November 15, 2036 and bear interest at 6.55% per annum, payable semi-annually on May 15 and November 15 of each year. The notes have no sinking fund requirement, but may be redeemed, in whole or in part, at the option of us. These notes do not contain any material debt covenants or cross default provisions. If there is a change in control of the Company, and if as a consequence, the notes are rated below investment grade by both Moody’s Investors Service and Standard & Poor’s, then holders of the notes may require us to repurchase them, in whole or in part, for 101% of the principal amount plus accrued and unpaid interest. Debt issuance costs are deferred and included in long-term debt and are amortized as a component of interest expense over the term of the notes. Including debt issuance cost amortization, these notes have an effective annualized interest rate of 6.67%. The notes were issued under an indenture dated as of April 1, 1991. The indentures contain certain restrictions, including a limitation that restricts our ability and the ability of certain of our subsidiaries to create or incur secured indebtedness, enter into certain sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries.

4.20% notes due March 2048 - On February 5, 2018, we completed a public offering of $350 million aggregate principal amount of 4.20% Senior Notes due 2048 (the “2048 Notes”). The 2048 Notes bear interest at a rate of 4.20% per annum and mature on March 15, 2048. Interest on the 2048 Notes is payable on March 15 and September 15 of each year, commencing on September 15, 2018. These notes do not contain any material debt covenants or cross default provisions. If there is a change in control of the Company, and if as a consequence, the notes are rated below investment grade by both Moody’s Investors Service and Standard & Poor’s, then holders of the notes may require us to repurchase them, in whole or in part, for 101% of the principal amount plus accrued and unpaid interest. Debt issuance costs are deferred and included in long-term debt and are amortized as a component of interest expense over the term of the notes. Including debt issuance cost amortization, these notes have an effective annualized interest rate of 4.29%. The notes were issued under an indenture dated as of February 5, 2018. The indentures contain certain restrictions, including a limitation that restricts our ability and the ability of certain of our subsidiaries to create or incur secured indebtedness, enter into certain sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries.

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Other - As of December 31, 2021, we had open standby letters of credit of $49.5 million issued pursuant to a $162.7 million uncommitted Letter of Credit Reimbursement Agreement, and certain other credit lines. As of December 31, 2020, we had open standby letters of credit of $57.9 million issued pursuant to a $183.4 million uncommitted Letter of Credit Reimbursement Agreement, and certain other credit lines.

Revolving Credit Facility - On July 28, 2021, we entered into a $650 million, 5-year Revolving Credit Agreement (the “2021 Facility”), which replaced the $550 million revolving credit facility that we had entered into in December 2017. The 2021 Facility allows us to borrow, repay, or to the extent permitted by the agreement, prepay and re-borrow funds at any time prior to the stated maturity date. Interest on loans made under the 2021 Facility accrues, at our option, at a rate per annum equal to (1) a base rate, plus a margin ranging from 0.00% to 0.50% depending upon the ratings by S&P and Moody’s of our senior unsecured long-term debt (the “Index Debt Rating”), or (2) an adjusted LIBO rate or the applicable replacement rate (determined based on “hardwired” LIBOR transition provisions consistent with those published by the Alternative References Rates Committee) for an interest period to be selected by us, plus a margin ranging from 0.805% to 1.50% depending upon the Index Debt Rating. The 2021 Facility contains customary affirmative and negative covenants for credit facilities of this type, including limitations on us and our subsidiaries with respect to indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets, transactions with affiliates and hedging arrangements. We must also maintain a debt to capitalization ratio not to exceed 0.65 to 1.00 at all times. The 2021 Facility also provides for customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, any representation or warranty made by us or any of our material subsidiaries being false in any material respect, default under certain other material indebtedness, certain insolvency or receivership events affecting us and our material subsidiaries, certain ERISA events, material judgments and a change in control of us. The undrawn portion of this revolving credit agreement is also available to serve as a backstop facility for the issuance of commercial paper. As of December 31, 2021 and 2020, there were no outstanding borrowings.

As of December 31, 2021, our total debt to total capitalization ratio was 31.5%, computed as follows:

(in millions)
Total long-term debt	$	842.4
Total shareholders’ equity		1,832.3
Capitalization	$	2,674.7
Total indebtedness to capitalization		31.5	%

Note 14 - Fair Value Measurements

Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are to be considered from the perspective of a market participant that holds the asset or owes the liability. The standards also establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The standards describe three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices in active markets for identical or similar assets and liabilities.

Level 2: Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets and liabilities. Level 2 assets and liabilities include over-the-counter derivatives, principally forward foreign exchange contracts, whose value is determined using pricing models with inputs that are generally based on published foreign exchange rates and exchange traded prices, adjusted for other specific inputs that are primarily observable in the market or can be derived principally from or corroborated by observable market data.

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Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Valuation Technique

The carrying value of our financial assets and liabilities, including cash and cash equivalents, accounts receivable, commercial paper and accounts payable approximate fair value, without being discounted, due to the short periods during which these amounts are outstanding.

We are exposed to certain risks related to our ongoing business operations, including market risks related to fluctuation in currency exchange. We use foreign exchange contracts to manage the risk of certain cross-currency business relationships to minimize the impact of currency exchange fluctuations on our earnings and cash flows. We do not hold or issue derivative financial instruments for trading or speculative purposes. Foreign exchange contracts not designated as hedging instruments had a notional value of $3.0 million and $34.2 million as of December 31, 2021 and 2020, respectively. Our derivative assets and liabilities include foreign exchange contract derivatives that are measured at fair value using internal models based on observable market inputs such as forward rates and interest rates. Based on these inputs, the derivatives are classified within Level 2 of the valuation hierarchy. Such derivative receivable amounts are recorded within “Other current assets” on our Consolidated Balance Sheets and were $0.0 million and $0.1 million as of the years ended December 31, 2021 and 2020, respectively. Such derivative liability amounts are recorded within “Accrued liabilities” on our Consolidated Balance Sheets and were less than $0.1 million and $0.1 million for the years ended December 31, 2021 and 2020, respectively.

Available-for-sale securities consist of marketable debt securities and rabbi trusts investments. Marketable debt securities consist of commercial paper which are measured at fair value using prices for comparable securities in active markets and are therefore classified within Level 2 of the valuation hierarchy. The fair value of the commercial paper was $30.0 million as of December 31, 2020. These investments are included in “Other current assets” on our Consolidated Balance Sheets. We also have two rabbi trusts that hold marketable securities for the benefit of participants in the SERP. 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 $1.6 million and $1.5 million as of December 31, 2021 and 2020, respectively. These investments are included in “Other assets” on our Consolidated Balance Sheets.

Long-term debt rates currently available to us for debt with similar terms and remaining maturities are used to estimate the fair value for debt issues that are not quoted on an exchange. The estimated fair value of long-term debt is measured using Level 2 inputs and was $984.9 million and $954.8 million as of December 31, 2021 and 2020, respectively.

Note 15 – Restructuring

Overview

2020 Repositioning - In the second quarter of 2020, we initiated actions in response to the adverse economic impact of the COVID-19 pandemic and integration actions related to the Cummins-Allison acquisition. These actions include workforce reductions of approximately 1,200 employees, or about 11% of our global workforce, and the exiting of two leased office facilities and one leased warehouse facility. We do not expect to incur additional restructuring charges.

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.

F-78

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 2022.

Acquisition-Related Restructuring - In the third quarter of 2018, we initiated actions within our Payment & Merchandising Technologies segment related to the closure of Crane Currency’s printing operations in Sweden, which were transitioned to a new print facility in Malta. These actions included workforce reductions of approximately 170 employees, or less than 2% of our global workforce. We do not expect to incur additional restructuring charges.

Other Restructuring - In the second quarter of 2020, we recorded other restructuring costs within our Payment & Merchandising Technologies segment. We do not expect to incur additional restructuring charges.

Restructuring (Gains) Charges, Net

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

(in millions) For the year ended December 31,	2021			2020		2019
Aerospace & Electronics	$	—		$	6.5	$	(0.4	)
Process Flow Technologies		(13.2	)		6.1		10.5
Payment & Merchandising Technologies		(3.7	)		19.1		7.4
Engineered Materials		—			0.6		—
Total restructuring (gains) charges, net	$	(16.9	)	$	32.3	$	17.5

F-79

The following table summarizes our restructuring (gains) charges by program, cost type and segment for the years ended December 31, 2021, 2020 and 2019:

	December 31, 2021									December 31, 2020									December 31, 2019
(in millions)	Severance			Other			Total			Severance			Other			Total			Severance		Other			Total
Aerospace & Electronics	$	—		$	—		$	—		$	6.5		$	—		$	6.5		$	—	$	—		$	—
Process Flow Technologies		(0.1	)(a)		—			(0.1	)		3.8			—			3.8			—		—			—
Payment & Merchandising Technologies		(0.8	)(a)		(2.8	)		(3.6	)		16.6			4.6	(b)		21.2			—		—			—
Engineered Materials		—			—			—			0.6			—			0.6			—		—			—
2020 Repositioning		(0.9	)(a)		(2.8	)		(3.7	)		27.5			4.6			32.1			—		—			—
Process Flow Technologies		0.1			—			0.1			6.1	(a)		—			6.1			9.9		—			9.9
2019 Repositioning		0.1			—			0.1			6.1			—			6.1			9.9		—			9.9
Aerospace & Electronics		—			—			—			—			—			—			—		(0.4	)		(0.4	)
Process Flow Technologies		(0.4	)(a)		(12.7	)(c)		(13.1	)		(3.8	)(a)		—			(3.8	)		0.6		—			0.6
Payment & Merchandising Technologies		(0.2	)(a)		—			(0.2	)		(0.9	)(a)		(1.5	)(d)		(2.4	)		0.3		1.8			2.1
2017 Repositioning		(0.6	)(a)		(12.7	)(c)		(13.3	)		(4.7	)(a)		(1.5	)(d)		(6.2	)		0.9		1.4			2.3
Payment & Merchandising Technologies		—			—			—			—			—			—			1.7		3.6			5.3
Acquisition-Related Restructuring		—			—			—			—			—			—			1.7		3.6			5.3
Payment & Merchandising Technologies		—			—			—			0.3			—			0.3			—		—			—
Other Restructuring		—			—			—			0.3			—			0.3			—		—			—
Total	$	(1.4	)	$	(15.5	)	$	(16.9	)	$	29.2		$	3.1		$	32.3		$	12.5	$	5.0		$	17.5

^(a)  Reflects changes in estimates for increases and decreases in costs related to our restructuring programs.

^(b)  Primarily reflects non-cash charges related to the impairment of ROU assets and leasehold improvements associated with the exit of the three leased facilities in 2020.

^(c)  Reflects a pre-tax gain related to the sale of real estate in 2021.

^(d)  Reflects a pre-tax gain related to the sale of a facility in 2020.

F-80

The following table summarizes the cumulative restructuring costs incurred through December 31, 2021. We do not expect to incur additional facility consolidation costs to complete these actions as of December 31, 2021:

	Cumulative Restructuring Costs
(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
Engineered Materials		0.6		—			0.6
2020 Repositioning	$	26.6	$	1.8		$	28.4
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 these restructuring charges by program:

(in millions)	2020 Repositioning			2019 Repositioning			2017 Repositioning			Other Restructuring			Total
Severance:
Balance at December 31, 2019	$	—		$	9.9		$	12.5		$	—		$	22.4
Expense (a)		27.5			—			—			0.3			27.8
Adjustments (b)		—			6.1			(4.7	)		—			1.4
Utilization		(23.3	)		—			(3.1	)		(0.3	)		(26.7	)
Balance at December 31, 2020 (c)	$	4.2		$	16.0		$	4.7		$	—		$	24.9
Expense (a)		—			0.1			—			—			0.1
Adjustments (b)		(0.9	)		—			(0.5	)		—			(1.4	)
Utilization		(3.3	)		(4.6	)		(3.5	)		—			(11.4	)
Balance at December 31, 2021 (c)	$	—		$	11.5		$	0.7		$	—		$	12.2

^(a)  Included within “Restructuring (gains) charges, net” in the Consolidated Statements of Operations

^(b)  Included within “Restructuring (gains) charges, net” in the Consolidated Statements of Operations and reflects changes in estimates for increases and decreases in costs related to our restructuring programs

^(c)  Included within Accrued Liabilities in the Consolidated Balance Sheets

F-81

Note 16—Quarterly Results (Unaudited)

(in millions, except per share data) For year ended December 31,	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Full Year
2021
Net sales	$	833.5	$	855.5	$	893.8	$	825.2	$	3,408.0
Cost of sales		513.6		523.5		556.4		526.8		2,120.3
Gross profit		319.9		332.0		337.4		298.4		1,287.7
Operating profit		146.6		144.5		144.8		93.3		529.2
Net income attributable to common shareholders		108.4		138.3		116.6		72.1		435.4
Basic earnings per share	$	1.86	$	2.36	$	1.99	$	1.25	$	7.46
Diluted earnings per share	$	1.84	$	2.33	$	1.96	$	1.22	$	7.36
2020
Net sales	$	797.9	$	677.9	$	734.8	$	726.3	$	2,936.9
Cost of sales		510.8		451.7		478.5		489.7		1,930.7
Gross profit		287.1		226.2		256.3		236.6		1,006.2
Operating profit		88.6		30.5		84.9		58.9		262.9
Net income attributable to common shareholders		62.8		14.8		56.6		46.8		181.0
Basic earnings per share	$	1.07	$	0.26	$	0.97	$	0.80	$	3.10
Diluted earnings per share	$	1.05	$	0.25	$	0.97	$	0.80	$	3.08

Note 17 – Subsequent Events

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. 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.

F-82

CRANE COMPANY (A BUSINESS OF CRANE HOLDINGS, CO.)

CONDENSED COMBINED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Nine Months Ended September 30,
(in millions)	2022			2021
Net sales	$	1,549.1		$	1,551.4
Operating costs and expenses:
Cost of sales		1,010.6			1,029.9
Selling, general and administrative		364.1			325.4
Restructuring gain, net		—			(12.6	)
Loss on divestiture of asbestos-related assets and liabilities		162.4			—
Operating profit		12.0			208.7
Other income (expense):
Interest income		2.3			1.0
Interest expense		(4.6	)		(4.7	)
Related party interest income		10.9			11.9
Gain on sale of business		232.5			—
Miscellaneous income, net		19.5			14.1
Total other income		260.6			22.3
Income before income taxes		272.6			231.0
Provision for income taxes		113.8			28.5
Net income	$	158.8		$	202.5

See Notes to Unaudited Condensed Combined Financial Statements.

F-83

CRANE COMPANY (A BUSINESS OF CRANE HOLDINGS, CO.)

CONDENSED COMBINED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	Nine Months Ended September 30,
(in millions)	2022			2021
Net income before allocation to noncontrolling interests	$	158.8		$	202.5
Components of other comprehensive income (loss), net of tax
Currency translation adjustment		(52.2	)		(17.1	)
Changes in pension and postretirement plan assets and benefit obligation, net of tax		9.6			15.7
Other comprehensive income (loss), net of tax		(42.6	)		(1.4	)
Comprehensive income before allocation to noncontrolling interests		116.2			201.1
Less: Noncontrolling interests in comprehensive (loss) income		(0.3	)		0.6
Comprehensive income	$	116.5		$	200.5

See Notes to Unaudited Condensed Combined Financial Statements.

F-84

CRANE COMPANY (A BUSINESS OF CRANE HOLDINGS, CO.)

CONDENSED COMBINED BALANCE SHEETS

(UNAUDITED)

(in millions)	September 30, 2022			December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	242.2		$	377.3
Accounts receivable, net of allowance for doubtful accounts of $7.2 as of September 30, 2022 and $4.8 as of December 31, 2021		279.7			270.6
Current insurance receivable - asbestos		—			13.7
Inventories, net:
Finished goods		62.0			102.7
Finished parts and subassemblies		49.3			37.8
Work in process		30.6			28.7
Raw materials		158.6			140.9
Inventories, net		300.5			310.1
Other current assets		81.0			78.6
Total current assets		903.4			1,050.3
Property, plant and equipment
Cost		710.0			744.6
Less: accumulated depreciation		469.5			487.0
Property, plant and equipment, net		240.5			257.6
Insurance receivable - asbestos		—			60.0
Long-term deferred tax assets		45.1			124.1
Other assets		190.5			207.5
Intangible assets, net		71.9			78.5
Goodwill		678.7			723.2
Total assets	$	2,130.1		$	2,501.2
Liabilities and Crane net investment
Current liabilities:
Short-term borrowings	$	399.5		$	—
Accounts payable		145.5			175.3
Current asbestos liability		—			62.3
Accrued liabilities		221.4			268.3
U.S. and foreign taxes on income		12.9			5.3
Total current liabilities		779.3			511.2
Accrued pension and postretirement benefits		163.2			200.2
Long-term deferred tax liability		62.1			37.9
Long-term asbestos liability		—			549.8
Other liabilities		107.3			118.6
Commitments and contingencies (Note 10)
Crane net investment:
Crane net investment		1,426.1			1,448.8
Accumulated other comprehensive loss		(410.4	)		(368.1	)
Total Crane net investment		1,015.7			1,080.7
Noncontrolling interest		2.5			2.8
Total Crane net investment and noncontrolling interest		1,018.2			1,083.5
Total liabilities and Crane net investment and noncontrolling interest	$	2,130.1		$	2,501.2

See Notes to Unaudited Condensed Combined Financial Statements.

F-85

CRANE COMPANY (A BUSINESS OF CRANE HOLDINGS, CO.)

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,
(in millions)	2022			2021
Operating activities:
Net income	$	158.8		$	202.5
Non-cash loss on divestiture of asbestos-related assets and liabilities		148.9			—
Gain on sale of business		(232.5	)		—
Gain on sale of property		—			(18.5	)
Depreciation and amortization		30.5			30.6
Stock-based compensation expense		10.9			12.1
Defined benefit plans and postretirement credit		(10.3	)		(6.3	)
Deferred income taxes		0.6			20.4
Cash used for operating working capital		(133.1	)		(29.2	)
Defined benefit plans and postretirement contributions		(16.8	)		(20.5	)
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		19.7			(4.0	)
Total (used for) provided by operating activities	$	(608.0	)	$	152.9
Investing activities:
Proceeds from disposition of capital assets		0.1			23.3
Capital expenditures		(24.6	)		(18.8	)
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	$	293.6		$	34.5
Financing activities:
Repayments of commercial paper with maturities greater than 90 days		—			(27.1	)
Proceeds from term loan		399.4			—
Repayment of term loan		—			(348.1	)
Net transfers (to) from parent		(192.4	)		79.6
Total provided by (used for) financing activities	$	207.0		$	(295.6	)
Effect of foreign exchange rates on cash and cash equivalents		(27.7	)		(6.6	)
Decrease in cash and cash equivalents		(135.1	)		(114.8	)
Cash and cash equivalents, beginning of year		377.3			405.9
Cash and cash equivalents, end of period	$	242.2		$	291.1
Detail of cash (used for) provided by operating working capital:
Accounts receivable	$	(55.1	)	$	(72.2	)
Inventories		(55.6	)		(34.2	)
Other current assets		(3.9	)		1.2
Accounts payable		7.6			42.6
Accrued liabilities		(31.8	)		36.5
U.S. and foreign taxes on income		5.7			(3.1	)
Total	$	(133.1	)	$	(29.2	)
Supplemental disclosure of cash flow information:
Interest paid – third party	$	2.0		$	3.2
Income taxes paid	$	69.7		$	23.6

See Notes to Unaudited Condensed Combined Financial Statements.

F-86

Crane Company (A Business of Crane Holdings, Co.)

Notes to Condensed Combined Financial Statements

(Unaudited)

(All in Millions of Dollars, Unless Otherwise Stated)

1. Basis of Presentation

The accompanying Unaudited Condensed Combined Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting 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 Unaudited Condensed Combined Financial Statements should be read in conjunction with the Combined Financial Statements and Notes to Combined Financial Statements for the year ended December 31, 2021.

Crane Company (“the Business”, “we”, “us”, or “our”) is a diversified manufacturer of highly engineered industrial products. We are a combination of three businesses of Crane Holdings, Co. (“Crane” or the “Parent”) and consist of three reporting segments: Aerospace & Electronics (“A&E”), Process Flow Technologies (“PFT”), and Engineered Materials (“EM”). The Business has historically operated as part of Crane; consequently, stand-alone financial statements have not historically been prepared for the Business. The accompanying Unaudited Condensed Combined Financial Statements have been prepared from the Parent’s historical accounting records and are presented on a stand-alone basis as if the Business’ operations had been conducted independently from the Parent.

The Unaudited Condensed Combined Statements of Operations include all revenues and costs directly attributable to the Business, including costs for facilities, functions and services used by the Business. Costs for certain functions and services performed by centralized Crane organizations are directly charged to the Business based on specific identification when possible or reasonable allocation methods such as net sales, headcount, usage or other allocation methods. The results of operations include allocations of costs for administrative functions and services performed on behalf of the Business by centralized groups within Crane (see Note 2, “Related Parties” for a description of the allocation methodologies). All charges and allocations for facilities, functions and services performed by Crane have been deemed settled in cash by the Business to Crane in the period in which the cost was recorded in the Unaudited Condensed Combined Statements of Operations. As more fully described in Note 7, “Income Taxes” current and deferred income taxes have been determined based on the stand-alone results of the Business. However, because the Business filed as part of Crane’s tax group in certain jurisdictions, the Business’ actual tax balances may differ from that reported. The Business’ portion of income taxes for certain jurisdictions is deemed to have been settled in the period the related tax expense was recorded.

Crane uses a centralized approach to cash management and financing its operations. Accordingly, the cash of Crane and any legal entities that participate in Crane’s centralized approach to cash management has been included in the Unaudited Condensed Combined Financial Statements. The short-term third-party borrowings included in the Unaudited Condensed Combined Financial Statements have been specifically identified as a liability of the Business. Transactions between Crane and the Business are deemed to have been settled immediately through Crane net investment. The net effect of the deemed settled transactions is reflected in the Unaudited Condensed Combined Statements of Cash Flows as “Net transfers (to) from Parent” within financing activities and in the Unaudited Condensed Combined Balance Sheets as “Crane net investment.” Other transactions, which have historically been cash-settled, are reflected in the Unaudited Condensed Combined Balance Sheets within “Accounts receivable, net” and “Accounts payable.”

All intracompany accounts and transactions within the Business have been eliminated in the preparation of the Unaudited Condensed Combined Financial Statements. The Unaudited Condensed Combined Financial Statements of the Business include assets and liabilities that have been determined to be specifically identifiable or otherwise attributable to the Business.

F-87

All allocations and estimates in the Unaudited Condensed Combined Financial Statements are based on assumptions that management believes are reasonable. However, the Unaudited Condensed Combined Financial Statements included herein may not be indicative of the financial position, results of operations and cash flows of the Business in the future, or if the Business had been a separate, stand-alone entity during the periods presented.

Due to rounding, numbers presented throughout this report may not add up precisely to totals we provide, and percentages may not precisely reflect the absolute figures.

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 Company’s Unaudited Condensed Combined Balance sheet effective August 12, 2022. A loss on the divestiture of asbestos-related assets and liabilities of $162.4 million was recognized in Crane Company’s Unaudited Condensed Combined Statements of Operations for the nine months ended September 30, 2022.

Sale of Crane Supply

On April 8, 2022, Crane 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, we received CAD 5 million related to a final working capital adjustment. We recognized a total gain on sale of $232.5 million.

Pending Separation

On March 30, 2022, Crane announced that its Board of Directors unanimously approved a plan to pursue a separation into two independent, publicly-traded companies (the “Separation”). The Separation is expected to occur through a tax-free distribution and is expected to be completed within approximately 12 months from date of announcement, subject to the satisfaction of customary conditions and final approval by Crane’s Board of Directors.

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 Unaudited Condensed Combined Financial Statements.

2. Related Parties

Historically, the Business has been managed and operated in the normal course of business with other affiliates of Crane. Accordingly, certain shared costs have been allocated to the Business and reflected as expenses in the Unaudited Condensed Combined Financial Statements.

F-88

Allocated Centralized Costs. The Unaudited Condensed Combined Financial Statements have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of Crane.

Crane incurred corporate costs for services provided to the Business as well as other Crane businesses. These services include treasury, tax, accounting, human resources, audit, legal, purchasing, information technology and other such services. The costs associated with these services generally include all payroll and benefit costs, as well as overhead costs related to the support functions. Crane also allocated costs associated with corporate insurance coverage and medical, pension, post-retirement and other health plan costs for employees participating in Crane sponsored plans. Allocations are based on several utilization measures including headcount, proportionate usage and relative net sales. All such amounts have been deemed to have been incurred and settled by the Business in the period in which the costs were recorded.

The allocated functional service expenses and general corporate expenses for the nine months ended September 30, 2022 and 2021 were $67.6 million and $41.9 million, respectively, and are included in “Selling, general and administrative” in the Unaudited Condensed Combined Statements of Operations. Included within “Selling, general and administrative” in the Unaudited Condensed Combined Statement of Operations were $14.6 million of Separation-related costs for the nine months ended September 30, 2022.

In the opinion of management of the Parent and the Business, the expense and cost allocations have been determined on a basis considered to be a reasonable reflection of the utilization of services provided or the benefit received by the Business during 2022 and 2021. The amounts that would have been, or will be incurred, on a stand-alone basis could differ from the amounts allocated due to economies of scale, difference in management judgment, a requirement for more or fewer employees or other factors. Management does not believe, however, that it is practicable to estimate what these expenses would have been had the Business operated as an independent entity, including any expenses associated with obtaining any of these services from unaffiliated entities. In addition, the future results of operations, financial position and cash flows could differ materially from the historical results presented herein.

Cash Management and Financing. The Business participated in Crane’s centralized cash management and daily cash sweeps. Disbursements are made through centralized accounts payable systems which were operated by Crane. Cash receipts are transferred to centralized accounts, which were also maintained by Crane. As cash is received and disbursed by Crane, it is accounted for by the Business through Crane net investment. Historically, Crane has centrally managed and swept cash for most domestic and certain European entities. As such, the Business’ cash balance includes all cash on hand for all Crane entities that participate in the centralized cash management program, as well as those Crane Company legal entities that do not participate in the centralized cash management program.

Accounts Receivable and Payable. Certain related party transactions between the Business and Parent have been included within “Crane net investment” in the Unaudited Condensed Combined Balance Sheets in the historical periods presented when the related party transactions are not settled in cash. Crane net investment includes related party loans receivable due from Crane and its affiliates of $312.0 million and $335.0 million as of September 30, 2022 and December 31, 2021, respectively. Crane net investment includes related party loans payable due to Crane and its affiliates of $23.7 million and $71.9 million as of September 30, 2022 and December 31, 2021, respectively. For the nine months ended September 30, 2022 and 2021, we recorded related party interest income related to the loan activity with Crane and its affiliates of $10.9 million and $11.9 million, respectively, which is included in the Business’ results as “Related party interest income” in the Unaudited Condensed Combined Statements of Operations. The total effect of the settlement of these related party transactions is reflected with Net transfers to Parent as a financing activity in the Unaudited Condensed Combined Statements of Cash Flows.

Additionally, certain transactions between the Business and other Crane affiliates are cash-settled on a current basis and, therefore, are reflected in the Unaudited Condensed Combined Balance Sheets. Accounts receivable,

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net includes $1.4 million and $2.3 million as of September 30, 2022 and December 31, 2021, respectively, and Accounts payable includes $0.1 million and $0.6 million as of September 30, 2022 and December 31, 2021, respectively, related to such transactions.

3. Segment Information

In accordance with ASC 280, “Segment Reporting,” for purposes of segment performance measurement, we do not allocate to the business segments items that are of a nonoperating nature, or corporate organizational and functional expenses of a governance nature. Assets of the business segments exclude general corporate assets, which principally consist of cash and cash equivalents, deferred tax assets, certain property, plant and equipment, and certain other assets.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. We account for intersegment sales and transfers as if the sales or transfers were to third parties at current market prices.

Our segments are reported on the same basis used internally for evaluating performance and for allocating resources. We have three reporting segments: Aerospace & Electronics, Process Flow 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 (A&E)

The Aerospace & Electronics segment supplies critical components and systems, including original equipment and aftermarket parts, primarily for the commercial aerospace and 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 (PFT)

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.

Engineered Materials (EM)

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.

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Financial information by reportable segment is set forth below:

	For the Nine Months Ended September 30,
(in millions)	2022			2021
Net sales:
Aerospace & Electronics	$	485.8		$	480.2
Process Flow Technologies		857.4			897.9
Engineered Materials		205.9			173.3
Total	$	1,549.1		$	1,551.4
Operating profit (loss):
Aerospace & Electronics	$	84.4		$	89.3
Process Flow Technologies		130.9			140.9
Engineered Materials		26.9			20.7
Corporate		(230.2	)		(42.2	)
Total	$	12.0		$	208.7
Interest income		2.3			1.0
Interest expense		(4.6	)		(4.7	)
Related party interest income		10.9			11.9
Gain on sale of business		232.5			—
Miscellaneous income, net		19.5			14.1
Income before income taxes	$	272.6		$	231.0

(in millions)	September 30, 2022		December 31, 2021
Assets:
Aerospace & Electronics	$	642.0	$	604.7
Process Flow Technologies		1,057.8		1,241.4
Engineered Materials		226.9		220.5
Corporate		203.4		434.6
Total	$	2,130.1	$	2,501.2
Goodwill:
Aerospace & Electronics	$	202.2	$	202.5
Process Flow Technologies		305.3		349.4
Engineered Materials		171.2		171.3
Total	$	678.7	$	723.2

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4. Revenue

Disaggregation of Revenues

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

	For the Nine Months Ended September 30,
(in millions)	2022		2021
Aerospace & Electronics:
Commercial Original Equipment	$	182.9	$	170.5
Military Original Equipment		171.5		184.0
Commercial Aftermarket Products		92.5		75.1
Military Aftermarket Products		38.9		50.6
Total Aerospace & Electronics	$	485.8	$	480.2
Process Flow Technologies:
Process Valves and Related Products	$	555.8	$	535.4
Commercial Valves		205.8		283.3
Pumps and Systems		95.8		79.2
Total Process Flow Technologies	$	857.4	$	897.9
Engineered Materials
FRP - Recreational Vehicles	$	92.8	$	78.1
FRP - Building Products		88.2		72.0
FRP - Transportation		24.9		23.2
Total Engineered Materials	$	205.9	$	173.3
Total Net Sales	$	1,549.1	$	1,551.4

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, backlog was $963.9 million. We expect to recognize approximately 39% of our remaining performance obligations as revenue in the fourth quarter of 2022, an additional 51% 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 Combined Balance Sheets, and contract liabilities, which are included within “Accrued liabilities” on our Condensed Combined Balance Sheets, on a contract-by-contract net basis at the end of each reporting period. Net contract assets and contract liabilities consisted of the following:

(in millions)	September 30, 2022		December 31, 2021
Contract assets	$	58.8	$	46.8
Contract liabilities	$	43.5	$	40.3

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We recognized revenue of $24.5 million during the nine-month period ended September 30, 2022 related to contract liabilities as of December 31, 2021.

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)	Crane Net Investment			Accumulated Other Comprehensive (Loss) Income			Total Crane Net Investment			Non-controlling Interest			Total Crane Net Investment and Noncontrolling interest
Balance December 31, 2021	$	1,448.8		$	(368.1	)	$	1,080.7		$	2.8		$	1,083.5
Net income		158.8			—			158.8			—			158.8
Stock-based compensation		10.9			—			10.9			—			10.9
Changes in pension and postretirement plan assets and benefit obligation, net of tax		—			9.6			9.6			—			9.6
Currency translation adjustment		—			(51.9	)		(51.9	)		(0.3	)		(52.2	)
Net transfers to Parent		(192.4	)		—			(192.4	)		—			(192.4	)
Balance September 30, 2022	$	1,426.1		$	(410.4	)	$	1,015.7		$	2.5		$	1,018.2

(in millions)	Crane Net Investment		Accumulated Other Comprehensive (Loss) Income			Total Crane Net Investment			Non-controlling Interest		Total Crane Net Investment and Noncontrolling interest
Balance December 31, 2020	$	1,073.7	$	(433.1	)	$	640.6		$	2.2	$	642.8
Net income		202.5		—			202.5			—		202.5
Stock-based compensation		12.1		—			12.1			—		12.1
Changes in pension and postretirement plan assets and benefit obligation, net of tax		—		15.7			15.7			—		15.7
Currency translation adjustment		—		(17.7	)		(17.7	)		0.6		(17.1	)
Net transfers from Parent		79.6		—			79.6			—		79.6
Balance September 30, 2021	$	1,367.9	$	(435.1	)	$	932.8		$	2.8	$	935.6

The table below provides the accumulated balances for each classification of accumulated other comprehensive loss, as reflected on our Unaudited Condensed Combined Balance Sheets.

(in millions)	Defined Benefit Pension and Postretirement Items			Currency Translation Adjustment			Total(a)
Balance as of December 31, 2021	$	(301.0	)	$	(67.1	)	$	(368.1	)
Other comprehensive income (loss) before reclassifications		—			(51.9	)		(51.9	)
Amounts reclassified from accumulated other comprehensive loss		9.6			—			9.6
Net period other comprehensive income (loss)		9.6			(51.9	)		(42.3	)
Balance as of September 30, 2022	$	(291.4	)	$	(119.0	)	$	(410.4	)

^(a)  Net of tax benefit of $106.3 million and $119.6 million as of September 30, 2022 and December 31, 2021, respectively.

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The table below illustrates the amounts reclassified out of each component of accumulated other comprehensive loss for the nine months ended September 30, 2022 and 2021. Amortization of pension components have been recorded within “Miscellaneous income, net” on our Unaudited Condensed Combined Statements of Operations.

	Nine Months Ended September 30,
(in millions)	2022		2021
Amortization of pension items:
Prior service costs	$	0.5	$	0.5
Net loss		12.2		18.6
Total before tax	$	12.7	$	19.1
Tax impact		3.1		3.4
Total reclassification for the period	$	9.6	$	15.7

6. Defined Benefit and Postretirement Benefits

The Business sponsors numerous single-employer international employee benefit plans. In addition, certain of our employees participate in employee benefit plans sponsored by Crane which include participants of other Crane businesses (the “Shared Plans”). We account for our participation in the Shared Plans as multiple employer benefit plans.

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
Net periodic (benefit) cost:
Service cost	$	2.6		$	2.6		$	—	$	—
Interest cost		16.8			15.0			0.1		0.1
Expected return on plan assets		(41.3	)		(42.5	)		—		—
Amortization of prior service cost		0.5			0.5			—		—
Amortization of net loss		12.2			18.5			—		—
Net periodic (benefit) cost	$	(9.2	)	$	(5.9	)	$	0.1	$	0.1

The components of net periodic benefit, other than the service cost component, are included in “Miscellaneous income, net” in our Unaudited Condensed Combined Statements of Operations. Service cost is recorded within “Cost of sales” and “Selling, general and administrative” in our Unaudited Condensed Combined Statements of Operations.

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

Estimated Future Payments	Pension		Postretirement
Expected contributions in 2022	$	18.1	$	0.7
Amounts contributed during the nine months ended September 30, 2022	$	16.8	$	—

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 period presented.

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Our effective tax rates are as follows:

	Nine Months Ended September 30,
	2022			2021
Effective Tax Rate		41.8	%		12.4	%

During the third quarter of 2022, the Business 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 Business did not record an income tax benefit related to this transaction. However, the Business 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 Business will realize a state income tax benefit for certain non-asbestos related future tax deductions. Specifically, the Business 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 Business’s U.S. business resulting net deferred tax liability position after the asbestos-related transaction, and the lack of separate state income tax filings.

Our effective tax rate for the nine 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 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 rate for the nine months ended September 30, 2022 is 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 shared-based compensation benefits, tax credit utilization, and the statutory U.S deduction related to our non-U.S. subsidiaries’ income. The Business conducts business globally and, as a result, files income tax returns in U.S. federal and various state and foreign jurisdictions. In certain jurisdictions, the Business’ operations are included in the combined tax returns with Crane.

Unrecognized Tax Benefits

During the nine months ended September 30, 2022, our gross unrecognized tax benefits, excluding interest and penalties, increased by $0.3 million, primarily due to increases in tax positions taken in the current period, partially offset by reductions from expiration of statutes of limitations. During the nine months ended September 30, 2022, the total amount of unrecognized tax benefits that, if recognized, would affect our effective tax rate increased by $0.6 million. 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 nine months ended September 30, 2022, we recognized $0.4 million of interest expense related to unrecognized tax benefits in our Unaudited Condensed Combined 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 Unaudited Condensed Combined Balance Sheets was $3.8 million and $3.4 million, respectively.

During the next twelve months, it is reasonably possible that our unrecognized tax benefits may decrease by $3.2 million due to expiration of statutes of limitations and settlements with tax authorities. However, if the ultimate resolution of income tax examinations results in amounts that differ from this estimate, we will record additional income tax expense or benefit in the period in which such matters are effectively settled.

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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 Unaudited Condensed Combined Financial Statements. These provisions require that we, on at least an annual basis, evaluate the fair value of the reporting units to which goodwill is assigned and attributed and compare that fair value to the carrying value of the reporting unit to determine if an impairment has occurred. We perform our annual impairment testing during the fourth quarter. Impairment testing takes place more often than annually if events or circumstances indicate a change in status that would indicate a potential impairment. We believe that there have been no 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 four 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			Engineered Materials			Total
Balance as of December 31, 2021	$	202.5		$	349.4		$	171.3		$	723.2
Currency translation		(0.3	)		(21.8	)		(0.1	)		(22.2	)
Disposal on sale of business		—			(22.3	)		—			(22.3	)
Balance as of September 30, 2022	$	202.2		$	305.3		$	171.2		$	678.7

As of September 30, 2022, we had $71.9 million of net intangible assets, of which $20.7 million were intangibles with indefinite useful lives. As of December 31, 2021, we had $78.5 million of net intangible assets, of which $22.5 million were intangibles with indefinite useful lives.

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	$	78.5		$	86.9
Amortization expense		(4.3	)		(7.3	)
Currency translation and other		(2.3	)		(1.1	)
Balance at end of period, net of accumulated amortization	$	71.9		$	78.5

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A summary of intangible assets follows:

			September 30, 2022						December 31, 2021
	Weighted Average Amortization Period of Finite Lived Assets (in years)		Gross Asset		Accumulated Amortization		Net		Gross Asset		Accumulated Amortization		Net
Intellectual property rights		18.8	$	68.5	$	44.6	$	23.9	$	71.5	$	45.3	$	26.2
Customer relationships and backlog		14.5		131.3		85.5		45.8		133.7		84.1		49.6
Drawings		40.0		11.1		10.7		0.4		11.1		10.6		0.5
Other		20.8		42.3		40.5		1.8		43.0		40.8		2.2
Total		16.6	$	253.2	$	181.3	$	71.9	$	259.3	$	180.8	$	78.5

Future amortization expense associated with intangibles is expected to be:

Remainder of 2022	$	1.4
2023	$	5.6
2024	$	5.1
2025	$	5.1
2026	$	5.1
2027 and after	$	28.9

9. Accrued Liabilities

Accrued liabilities consist of:

(in millions)	September 30, 2022		December 31, 2021
Employee related expenses	$	81.0	$	121.8
Warranty		2.7		1.7
Current lease liabilities		11.3		14.4
Contract liabilities		43.4		40.3
Other		83.0		90.1
Total	$	221.4	$	268.3

We accrue warranty liabilities when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Warranty provision is included in “Cost of sales” in our Unaudited Condensed Combined Statements of Operations.

A summary of the warranty liabilities is as follows:

	Nine Months Ended September 30,
(in millions)	2022			2021
Balance at beginning of period	$	1.7		$	0.6
Expense		4.2			3.2
Payments/deductions		(3.4	)		(1.5	)
Currency translation		0.2			(0.1	)
Balance at end of period	$	2.7		$	2.2

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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 Company’s Unaudited Condensed Combined Balance Sheet effective August 12, 2022. Crane 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 Crane Company’s Unaudited Condensed Combined Balance Sheet. Crane Company recorded a loss on the divestiture of asbestos-related assets and liabilities of $162.4 million in the third quarter of 2022, including transaction expenses of $13.5 million.

The following is a summary of the loss on divestiture of asbestos-related assets and liabilities:

(in millions)
Cash	$	(550.0	)
Current insurance receivable		(13.8	)
Long-term insurance receivable		(49.4	)
Deferred tax asset		(107.9	)
Current asbestos liability		62.5
Long-term asbestos liability		509.7
Loss on divestiture of asbestos-related assets and liabilities, before transaction costs		(148.9	)
Transaction costs		(13.5	)
Loss on divestiture of asbestos-related assets and liabilities	$	(162.4	)

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The gross settlement and defense costs incurred (before insurance recoveries and tax effects) by us during the period January 1, 2022 to 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 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.

	Year-to-Date Period Ended
	August 11, 2022			September 30, 2021
Settlement/indemnity costs incurred(a)	$	29.4		$	24.5
Defense costs incurred(a)		6.4			11.2
Total costs incurred	$	35.8		$	35.7
Settlement/indemnity payments	$	33.8		$	28.4
Defense payments		6.1			11.3
Insurance receipts		(10.6	)		(10.1	)
Pre-tax cash payments, net	$	29.3		$	29.6

^(a)  Before insurance recoveries and tax effects.

Other Contingencies

Environmental Matters

For environmental matters, we record a liability for estimated remediation costs when it is probable that we will be responsible for such costs and they can be reasonably estimated. Generally, third party specialists assist in the estimation of remediation costs. The environmental remediation liability as of 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

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separation transaction is expected. The potential liability for the Crab Orchard Site referenced below remains a direct obligation of Redco. As noted above, however, Crane Company, and Crane Holdings, Co. (as guarantor until the time of the separation transaction), have agreed to indemnify Redco Buyer against the Goodyear, Roseland, and Crab Orchard environmental liabilities. Thus, references below to “we”, and “us” refer to Crane Holdings, Co. in its capacity as the primarily responsible party for the Goodyear and Roseland Sites, and as indemnitor to the Redco Buyer on the Crab Orchard Site.

Goodyear Site

The Goodyear Site was operated by Unidynamics/Phoenix, Inc. (“UPI”), which became an indirect subsidiary in 1985 when we acquired UPI’s parent company, UniDynamics Corporation. 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 Department of Defense and other government agencies and certain of their prime contractors. In 1990, the U.S. Environmental Protection Agency (“EPA”) issued administrative orders requiring UPI to design and carry out 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 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

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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, 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

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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.

11. Financing

Our debt, which was centrally managed as part of Crane’s centralized treasury function, as of September 30, 2022 and December 31, 2021 consisted of the following:

(in millions)	September 30, 2022		December 31, 2021
2022 364-Day Credit Agreement	$	399.5	$	–
Total short-term borrowings	$	399.5	$	–

2022 364-Day Credit Agreement – On August 11, 2022, Crane entered into a new senior unsecured 364-day credit facility (the “2022 364-Day Credit Agreement”). Crane borrowed term loans denominated in U.S. dollars (the “Term Loans”) in an aggregate principal amount of $400 million under the 364-Day Credit Agreement. Interest on the Term Loans accrues at a rate per annum equal to, at Crane’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 Crane’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 Crane, plus a margin of 1.25% or 1.50% that is determined based upon the Index Debt Rating. The 364-Day Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type.

Commercial Paper Program – On July 28, 2021, Crane increased the size of the commercial paper program (“CP Program”) to permit the issuance of short-term, unsecured commercial paper notes in an aggregate principal amount not to exceed $650 million at any time outstanding. Crane may issue short-term, unsecured commercial paper notes pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Prior to this increase, the CP Program permitted Crane 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 Crane’s other unsecured and unsubordinated indebtedness. As of September 30, 2022 and December 31, 2021, there were no outstanding borrowings under the commercial paper program.

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.

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Level 2 – Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets and liabilities. Level 2 assets and liabilities include over-the-counter derivatives, principally forward foreign exchange contracts, whose value is determined using pricing models with inputs that are generally based on published foreign exchange rates and exchange traded prices, adjusted for other specific inputs that are primarily observable in the market or can be derived principally from or corroborated by observable market data.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Valuation Technique

The carrying value of our financial assets and liabilities, including cash and cash equivalents, accounts receivable, commercial paper and accounts payable approximate fair value, without being discounted, due to the short periods during which these amounts are outstanding.

We are exposed to certain risks related to our ongoing business operations, including market risks related to fluctuation in currency exchange. We use foreign exchange contracts to manage the risk of certain cross-currency business relationships to minimize the impact of currency exchange fluctuations on our earnings and cash flows. We do not hold or issue derivative financial instruments for trading or speculative purposes. Foreign exchange contracts not designated as hedging instruments had a notional value of $3.3 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 Unaudited Condensed Combined Balance Sheets and were $0.7 million and $0.0 million as of the years ended September 30, 2022 and December 31, 2021, respectively. Such derivative liability amounts are recorded within “Accrued liabilities” on our Unaudited Condensed Combined Balance Sheets and were $0.0 million and less than $0.1 million for the years ended 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 Unaudited Condensed Combined Balance Sheets

13. Restructuring Charges

Overview

2019 Repositioning – In the fourth quarter of 2019, we initiated actions to consolidate two manufacturing operations in Europe within our Process Flow Technologies segment. In 2020, we recorded additional severance costs related to the final negotiation with the works council/union at both locations. These actions, taken together, included workforce reductions of approximately 180 employees, or about 2% of our global workforce. We expect to complete the program in the fourth quarter of 2023.

2017 Repositioning – In the fourth quarter of 2017, we initiated broad-based repositioning actions designed to improve profitability. These actions included headcount reductions of approximately 240 employees, or about 3% of our global workforce, and select facility 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.

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Restructuring (Gains) Charges, Net

We recorded restructuring (gains) charges which are reflected in the Unaudited Condensed Combined Statements of Operations, as follows:

	Nine Months Ended September 30,
(in millions)	2022		2021
Process Flow Technologies	$	—	$	(12.6	)
Total restructuring charges, net	$	—	$	(12.6	)

The following table summarizes our restructuring charges, 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
Process Flow Technologies	$	—	$	—	$	—	$	0.1	$	—		$	0.1
2019 Repositioning		—		—		—		0.1		—			0.1
Process Flow Technologies		—		—		—		—		(12.7	)(a)		(12.7	)
2017 Repositioning		—		—		—		—		(12.7	)		(12.7	)
Total	$	—	$	—	$	—	$	0.1	$	(12.7	)	$	(12.6	)

^(a) Reflects a pre-tax gain related to the sale of a facility in 2021.

The following table summarizes the cumulative restructuring costs 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
(in millions)	Severance		Other			Total
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
2017 Repositioning	$	14.4	$	(14.1	)	$	0.3

Restructuring Liability

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

(in millions)	2019 Repositioning			2017 Repositioning			Total
Severance
Balance as of December 31, 2021(a)	$	11.5		$	0.6		$	12.1
Utilization		(7.1	)		(0.5	)		(7.6	)
Balance as of September 30, 2022(a)	$	4.4		$	0.1		$	4.5

^(a)  Included within “Accrued Liabilities” in the Unaudited Condensed Combined Balance Sheets.

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14. Subsequent Events

The Business evaluated events and transactions occurring subsequent to September 30, 2022 through November 23, 2022, the date the Unaudited Condensed Combined Financial Statements were available to be issued, and determined there were no subsequent material events requiring recognition or disclosure.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

We have audited the accompanying combined balance sheets of Crane Company (the “Business” or the “Company”), which consists of the Aerospace & Electronics, Process Flow Technologies and Engineered Materials businesses of Crane Holdings, Co., as of December 31, 2020 and 2021, the related combined statements of operations, comprehensive income, cash flows, and changes in net investment, for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Business as of December 31, 2020 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Asbestos Liability — Refer to Note 13, Commitments and Contingencies, to the financial statements

Critical Audit Matter Description

The Company is a defendant in cases filed in numerous state and federal courts alleging injury or death of exposure to asbestos. The Company records an estimated liability related to the resolution cost of pending and

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future claims projected to be filed against the Company for which management believes are probable of occurring and reasonably estimable. The model utilized by the Company to estimate its asbestos liability has several factors that involve the application of significant judgement and estimates with a significant measurement of uncertainty. The most significant factors affecting the asbestos liability are (1) the number of new mesothelioma claims filed against the Company, (2) the average settlement costs for mesothelioma claims, (3) the percentage of mesothelioma claims dismissed against the Company and (4) the aggregate defense costs incurred by the Company. These factors are interdependent, and no one factor predominates in determining the liability estimate. Changes in these estimates and assumptions could have a significant impact on the asbestos liability. The current and non-current liability as of December 31, 2021 was $62.3 million and $549.8 million, respectively.

Given the subjectivity of estimating the asbestos liability, future claims, and underlying assumptions utilized by management, auditing management’s judgments regarding the significant factors listed above involved especially subjective auditor judgment, including the need to involve our actuarial specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures performed on the recorded asbestos liability included the following, among others:

We tested the design and effectiveness of controls over the asbestos liability, including those over the projection of settlement value of current and future claims.

• We obtained the System and Organization Control Report (SOC) 1 reports for the outside service providers to evaluate the processes and controls relevant to the Company’s asbestos claims administration.

• With the assistance of our internal actuarial specialists, we:

• Evaluated the reasonableness of the underlying methodology for estimating the liability.

• Tested the completeness and accuracy of underlying source data that served as the basis for the actuarial analysis and estimates, including historical claims, to test that the inputs to the actuarial estimate were reasonable.

• Compared management’s prior-year assumptions of expected development and ultimate loss to actual incurred during the current year to identify potential bias in the determination of the liability.

• We assessed the reasonableness of the forecast period used by the Company to estimate the liability.

• Developed a range of independent estimates based on loss information and historical and industry claim development factors and compared our estimates to the Company’s estimates.

• We considered the impact of changes in the regulatory and litigation environments on management’s assumptions by performing corroborating inquires with the Company’s internal and external legal counsel.

• We evaluated management’s ability to accurately estimate the future liability by comparing actual results to management’s historical estimates.

/s/ Deloitte & Touche LLP

Stamford, Connecticut

August 30, 2022

We have served as the Company’s auditor since 2022.

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CRANE COMPANY (A BUSINESS OF CRANE HOLDINGS, CO.)

COMBINED STATEMENTS OF OPERATIONS

	For the year ended December 31,
(in millions)	2021			2020			2019
Net sales	$	2,062.9		$	1,833.8		$	2,124.8
Operating costs and expenses:
Cost of sales		1,374.1			1,250.7			1,395.3
Selling, general and administrative		451.4			378.8			415.7
Restructuring (gains) charges, net		(13.2	)		13.2			10.1
Acquisition-related and integration charges		—			6.4			2.8
Asbestos provisions, net		—			—			229.0
Environmental provision, net		—			—			18.9
Operating profit		250.6			184.7			53.0
Other income (expense):
Interest income		1.3			2.0			2.3
Interest expense		(5.1	)		(13.5	)		(2.4	)
Related party interest income		16.1			15.9			15.1
Miscellaneous income, net		14.4			10.2			3.8
Total other income		26.7			14.6			18.8
Income before income taxes		277.3			199.3			71.8
Provision for income taxes		42.9			33.2			10.7
Net income before allocation to noncontrolling interests		234.4			166.1			61.1
Less: Noncontrolling interest in subsidiaries’ earnings		—			0.1			0.3
Net income	$	234.4		$	166.0		$	60.8

See Notes to Combined Financial Statements

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CRANE COMPANY (A BUSINESS OF CRANE HOLDINGS, CO.)

COMBINED STATEMENTS OF COMPREHENSIVE INCOME

	For the year ended December 31,
(in millions)	2021			2020			2019
Net income before allocation to noncontrolling interests	$	234.4		$	166.1		$	61.1
Components of other comprehensive income (loss), net of tax
Currency translation adjustment		(23.0	)		16.1			16.7
Changes in pension and postretirement plan assets and benefit obligation, net of tax		88.6			(49.6	)		(42.5	)
Other comprehensive income (loss), net of tax		65.6			(33.5	)		(25.8	)
Comprehensive income before allocation to noncontrolling interests		300.0			132.6			35.3
Less: Noncontrolling interests in comprehensive income (loss)		0.6			(0.4	)		0.2
Comprehensive income	$	299.4		$	133.0		$	35.1

See Notes to Combined Financial Statements

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CRANE COMPANY (A BUSINESS OF CRANE HOLDINGS, CO.)

COMBINED BALANCE SHEETS

	Balance as of December 31,
(in millions)	2021			2020
Assets
Current assets:
Cash and cash equivalents	$	377.3		$	405.9
Current insurance receivable – asbestos		13.7			14.4
Accounts receivable, net		270.6			235.9
Inventories, net		310.1			285.7
Other current assets		78.6			103.4
Total current assets		1,050.3			1,045.3
Property, plant and equipment, net		257.6			261.2
Insurance receivable - asbestos		60.0			72.5
Long-term deferred tax assets		124.1			132.5
Intangible assets, net		78.5			86.9
Goodwill		723.2			733.8
Other assets		207.5			146.0
Total assets	$	2,501.2		$	2,478.2
Liabilities and Crane net investment
Current liabilities:
Short-term borrowings	$	—		$	375.7
Accounts payable		175.3			137.4
Current asbestos liability		62.3			66.5
Accrued liabilities		268.3			212.7
U.S. and foreign taxes on income		5.3			5.5
Total current liabilities		511.2			797.8
Accrued pension and postretirement benefits		200.2			290.7
Long-term deferred tax liability		37.9			24.1
Long-term asbestos liability		549.8			603.6
Other liabilities		118.6			119.2
Commitments and contingencies (Note 13)
Crane net investment:
Crane net investment		1,448.8			1,073.7
Accumulated other comprehensive loss		(368.1	)		(433.1	)
Total Crane net investment		1,080.7			640.6
Noncontrolling interest		2.8			2.2
Total Crane net investment and noncontrolling interest		1,083.5			642.8
Total liabilities and Crane net investment and noncontrolling interest	$	2,501.2		$	2,478.2

See Notes to Combined Financial Statements

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CRANE COMPANY (A BUSINESS OF CRANE HOLDINGS, CO.)

COMBINED STATEMENTS OF CASH FLOW

	For year ended December 31,
(in millions)	2021			2020			2019
Operating activities:
Net income before allocation to noncontrolling interests	$	234.4		$	166.1		$	61.1
Asbestos provision, net		—			—			229.0
Environmental provision, net		—			—			18.9
Loss on deconsolidation of joint venture		—			—			1.2
Realized gain on marketable securities		—			—			(1.1	)
Gain on sale of property		(18.5	)		—			—
Depreciation and amortization		39.4			41.1			33.5
Stock-based compensation expense		16.3			15.3			15.5
Defined benefit plans and postretirement credit		(6.7	)		(7.0	)		(1.6	)
Deferred income taxes		(3.7	)		12.8			(32.7	)
Cash provided by operating working capital		28.1			4.4			14.2
Defined benefit plans and postretirement contributions		(26.0	)		(25.3	)		(3.0	)
Environmental payments, net of reimbursements		(5.8	)		(4.2	)		(8.2	)
Asbestos related payments, net of insurance recoveries		(44.9	)		(31.1	)		(41.5	)
Other		(3.0	)		(14.4	)		2.6
Total provided by operating activities	$	209.6		$	157.7		$	287.9
Investing activities:
Payments for acquisitions, net of cash acquired		—			(169.2	)		—
Proceeds from disposition of capital assets		23.6			4.5			3.1
Capital expenditures		(35.3	)		(24.8	)		(48.2	)
Purchase of marketable securities		(10.0	)		(90.0	)		(8.8	)
Proceeds from sale of marketable securities		40.0			60.0			9.9
Impact of deconsolidation of joint venture		—			—			(0.2	)
Total provided by (used for) investing activities	$	18.3		$	(219.5	)	$	(44.2	)
Financing activities:
Debt issuance costs		—			(1.3	)		—
Proceeds from issuance of commercial paper with maturities greater than 90 days		—			251.3			25.0
Repayments of commercial paper with maturities greater than 90 days		(27.1	)		(296.7	)		—
Net (repayments) proceeds from issuance of commercial paper with maturities of 90 days or less		—			(76.8	)		124.4
Proceeds from revolving credit facility		—			77.2			—
Repayments of revolving credit facility		—			(77.2	)		—
Proceeds from term loan		—			343.9			—
Repayment of term loan		(348.1	)		—			—
Net transfers from (to) parent		124.4			(37.4	)		(383.0	)
Total (used for) provided by financing activities	$	(250.8	)	$	183.0		$	(233.6	)
Effect of foreign exchange rates on cash and cash equivalents		(5.7	)		14.5			1.8
(Decrease) increase in cash and cash equivalents		(28.6	)		135.7			11.9
Cash and cash equivalents, beginning of year		405.9			270.2			258.3
Cash and cash equivalents, end of period	$	377.3		$	405.9		$	270.2
Detail of cash (used for) provided by operating working capital:
Accounts receivable	$	(38.0	)	$	78.4		$	18.9
Inventories		(27.5	)		23.6			(22.9	)
Other current assets		(3.6	)		(12.3	)		(5.6	)
Accounts payable		39.5			(50.9	)		(13.4	)
Accrued liabilities		61.2			(15.4	)		16.9
U.S. and foreign taxes on income		(3.5	)		(19.0	)		20.3
Total	$	28.1		$	4.4		$	14.2
Supplemental disclosure of cash flow information:
Interest paid – third party	$	3.2		$	12.6		$	2.4
Income taxes paid	$	31.0		$	38.4		$	14.8

See Notes to Combined Financial Statements

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CRANE COMPANY (A BUSINESS OF CRANE HOLDINGS, CO.)

COMBINED STATEMENTS OF CHANGES IN NET INVESTMENT

(in millions)	Crane Net Investment			Accumulated Other Comprehensive Income (Loss)			Total Crane Net Investment			Non-controlling Interest			Total Crane Net Investment and Noncontrolling interest
BALANCE JANUARY 1, 2019	$	1,236.5		$	(374.4	)	$	862.1		$	2.9		$	865.0
Net income		60.8			—			60.8			0.3			61.1
Stock-based compensation		15.5			—			15.5			—			15.5
Deconsolidation of a joint venture		—			—			—			(0.5	)		(0.5	)
Changes in pension and postretirement plan assets and benefit obligation, net of tax		—			(42.5	)		(42.5	)		—			(42.5	)
Currency translation adjustment		—			16.8			16.8			(0.1	)		16.7
Net transfers to Parent		(383.0	)		—			(383.0	)		—			(383.0	)
BALANCE DECEMBER 31, 2019	$	929.8		$	(400.1	)	$	529.7		$	2.6		$	532.3
Net income		166.0			—			166.0			0.1			166.1
Stock-based compensation		15.3			—			15.3			—			15.3
Changes in pension and postretirement plan assets and benefit obligation, net of tax		—			(49.6	)		(49.6	)		—			(49.6	)
Currency translation adjustment		—			16.6			16.6			(0.5	)		16.1
Net transfers to Parent		(37.4	)		—			(37.4	)		—			(37.4	)
BALANCE DECEMBER 31, 2020	$	1,073.7		$	(433.1	)	$	640.6		$	2.2		$	642.8
Net income		234.4			—			234.4			—			234.4
Stock-based compensation		16.3			—			16.3			—			16.3
Changes in pension and postretirement plan assets and benefit obligation, net of tax		—			88.6			88.6			—			88.6
Currency translation adjustment		—			(23.6	)		(23.6	)		0.6			(23.0	)
Net transfers from Parent		124.4			—			124.4			—			124.4
BALANCE DECEMBER 31, 2021	$	1,448.8		$	(368.1	)	$	1,080.7		$	2.8		$	1,083.5

See Notes to Combined Financial Statements

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Crane Company (A Business of Crane Holdings, Co.)

Notes to Combined Financial Statements

(All in Millions of Dollars, Unless Otherwise Stated)

1. Nature of Operations and Significant Accounting Policies

Nature of Operations

Crane Company (“the Business”, “we”, “us”, or “our”) is a diversified manufacturer of highly engineered industrial products. We are a combination of three businesses of Crane Holdings, Co. (“Crane” or the “Parent”) and consist of three reporting segments: Aerospace & Electronics (“A&E”), Process Flow Technologies (“PFT”), and Engineered Materials (“EM”). Our primary end markets include process industries (chemical production, oil and gas, power, and general industrial), nonresidential and municipal construction, aerospace, defense and space, along with a wide range of general industrial and certain consumer related end markets. See Note 4, “Segment Information” for the relative size of these segments in relation to the total company.

Basis of Presentation

The Business has historically operated as part of Crane Holdings, Co.; consequently, stand-alone financial statements have not historically been prepared for the Business. The accompanying Combined Financial Statements have been prepared from the Parent’s historical accounting records and are presented on a stand-alone basis as if the Business’ operations had been conducted independently from the Parent. These Combined Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The Combined Statements of Operations include all revenues and costs directly attributable to the Business, including costs for facilities, functions and services used by the Business. Costs for certain functions and services performed by centralized Crane organizations are directly charged to the Business based on specific identification when possible or reasonable allocation methods such as net sales, headcount, usage or other allocation methods. The results of operations include allocations of costs for administrative functions and services performed on behalf of the Business by centralized groups within Crane (see Note 2, “Related Parties” for a description of the allocation methodologies). All charges and allocations for facilities, functions and services performed by Crane have been deemed settled in cash by the Business to Crane in the period in which the cost was recorded in the Combined Statements of Operations. As more fully described in Note 10, “Income Taxes” current and deferred income taxes have been determined based on the stand-alone results of the Business. However, because the Business filed as part of Crane’s tax group in certain jurisdictions, the Business’ actual tax balances may differ from that reported. The Business’ portion of income taxes for certain jurisdictions is deemed to have been settled in the period the related tax expense was recorded.

Crane uses a centralized approach to cash management and financing its operations. Accordingly, the cash of Crane and any legal entities that participate in Crane’s centralized approach to cash management has been included in the Combined Financial Statements. The short-term third-party borrowings included in the Combined Financial Statements have been specifically identified as a liability of the Business. Transactions between Crane and the Business are deemed to have been settled immediately through Crane net investment. The net effect of the deemed settled transactions is reflected in the Combined Statements of Cash Flows as “Net transfers to Parent” within financing activities and in the Combined Balance Sheets as “Crane net investment.” Other transactions, which have historically been cash-settled, are reflected in the Combined Balance Sheets within “Accounts receivable, net” and “Accounts payable”.

All intracompany accounts and transactions within the Business have been eliminated in the preparation of the Combined Financial Statements. The Combined Financial Statements of the Business include assets and liabilities that have been determined to be specifically identifiable or otherwise attributable to the Business.

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All allocations and estimates in the Combined Financial Statements are based on assumptions that management believes are reasonable. However, the Combined Financial Statements included herein may not be indicative of the financial position, results of operations and cash flows of the Business in the future, or if the Business had been a separate, stand-alone entity during the years presented.

Due to rounding, numbers presented throughout this report may not add up precisely to totals we provide, and percentages may not precisely reflect the absolute figures.

Significant Accounting Policies

Principles of Combination. The Combined Financial Statements have been prepared on a stand-alone basis and include the accounts of Crane Company and our subsidiaries.

Use of Estimates. Our accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Combined Financial Statements and the reported amounts of revenue and expense during the reporting period. Actual results may differ from those estimated. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the financial statements in the period in which they are determined to be necessary. Estimates are used when accounting for such items as asset valuations, allowance for doubtful accounts, depreciation and amortization, impairment assessments, reserve for excess and obsolete inventory, reserve for warranty provision, restructuring provisions, employee benefits, taxes, asbestos liability and related insurance receivable, environmental liability and contingencies.

Currency Translation. Assets and liabilities of subsidiaries that prepare financial statements in currencies other than the U.S. dollar are translated at the rate of exchange in effect on the balance sheet date; results of operations are translated at the monthly average rates of exchange prevailing during the year. The related translation adjustments are included in accumulated other comprehensive income (loss) as a separate component of Crane net investment.

Revenue Recognition. In accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers,” we recognize revenue when control of the promised goods or services in a contract transfers to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We account for a contract when both parties have approved and committed to the terms, each party’s rights and payment obligations under the contract are identifiable, the contract has commercial substance, and it is probable that we will collect substantially all the consideration. When shipping and handling activities are performed after the customer obtains control of the product, we elect to account for shipping and handling as activities to fulfill the promise to transfer the product. In determining the transaction price of a contract, we exercise judgment to determine the total transaction price when it includes estimates of variable consideration, such as rebates and milestone payments. We generally estimate variable consideration using the expected value method and consider all available information (historical, current, and forecasted) in estimating these amounts. Variable consideration is only included in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. We elect to exclude from the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer.

We primarily generate revenue through the manufacture and sale of engineered industrial products. Each product within a contract generally represents a separate performance obligation, as we do not provide a significant service of integrating or installing the products, the products do not customize each other, and the products can function independently of each other. Control of products generally transfers to the customer at a point in time, as the customer does not control the products as they are manufactured. We exercise judgment and consider the timing of right to payment, transfer of risk and rewards, transfer of title, transfer of physical possession, and

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customer acceptance when determining when control transfers to the customer. As a result, revenue from the sale of products is generally recognized at a point in time – either upon shipment or delivery – based on the specific shipping terms in the contract. When products are customized or products are sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, revenue is recognized over time because control is transferred continuously to customers, as the contract progresses. We exercise judgment to determine whether the products have an alternative use to us. When an alternative use does not exist for these products and we are entitled to payment for performance completed to date which includes a reasonable profit margin, revenue is recognized over time. When a contract with the U.S. government or subcontract for the U.S. government contains clauses indicating that the U.S. government owns any work-in-progress as the contracted product is being built, revenue is recognized over time. The measure of progress applied by us is the cost-to-cost method as this provides the most faithful depiction of the pattern of transfer of control. Under this method, we measure progress by comparing costs incurred to date to the total estimated costs to provide the performance obligation. This method effectively reflects our progress toward completion, as this methodology includes any work-in-process amounts as part of the measure of progress. Costs incurred represent work performed, which corresponds with, and thereby depicts, the transfer of control to the customer. Total revenue recognized and cost estimates are updated on a monthly basis.

When there are multiple performance obligations in a single contract, the total transaction price is allocated to each performance obligation based on their relative standalone selling prices. We maximize the use of observable data inputs and consider all information (including market conditions, segment-specific factors, and information about the customer or class of customer) that is reasonably available. The standalone selling price for our products and services is generally determined using an observable list price, which differs by class of customer.

Revenue recognized from performance obligations satisfied in previous periods (for example, due to changes in the transaction price or estimates), was not material in any period.

Payment for products is due within a limited time after shipment or delivery, and we do not offer extended payment terms. Payment is typically due within 30–90 calendar days of the respective invoice dates. Customers generally do not make large upfront payments. Any advanced payments received do not provide us with a significant benefit of financing, as the payments are meant to secure materials used to fulfill the contract, as opposed to providing us with a significant financing benefit.

When an unconditional right to consideration exists, we record these amounts as receivables. When amounts are dependent on factors other than the passage of time for payment from a customer to become due, we record a contract asset. Contract assets represent unbilled amounts that typically arise from contracts for customized products or contracts for products sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, where revenue recognized using the cost-to-cost method exceeds the amount billed to the customer. Contract assets are assessed for impairment and recorded at their net realizable value. Contract liabilities represent advance payments from customers. Revenue related to contract liabilities is recognized when control is transferred to the customer.

We pay sales commissions related to certain contracts, which qualify as incremental costs of obtaining a contract. However, the sales commissions generally relate to contracts for products or services satisfied at a point in time or over a period of less than one year. As a result, we apply the practical expedient that allows an entity to recognize incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that would have been recognized is one year or less.

See Note 5, “Revenue” for further details.

Cost of Goods Sold. Cost of goods sold includes the costs of inventory sold and the related purchase and distribution costs. In addition to material, labor and direct overhead and inventoried cost, cost of goods sold include allocations of other expenses that are part of the production process, such as inbound freight charges,

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purchasing and receiving costs, inspection costs, warehousing costs, amortization of production related intangible assets and depreciation expense. We also include costs directly associated with products sold, such as warranty provisions.

Selling, General and Administrative Expenses. Selling, general and administrative expenses are charged to income as incurred, or as allocated based on methodologies further discussed in Note 2, “Related Parties.” Such expenses include the costs of promoting and selling products and include such items as compensation, advertising, sales commissions, and travel. Also included are costs related to compensation for other operating activities such as executive office administrative and engineering functions, as well as general operating expenses such as office supplies, non-income taxes, insurance, and office equipment rentals.

Income Taxes. We account for income taxes in accordance with ASC Topic 740 “Income Taxes” (“ASC 740”) which requires an asset and liability approach for the financial accounting and reporting of income taxes. Under this method, deferred income taxes are recognized for the expected future tax consequences of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. These balances are measured using the enacted tax rates expected to apply in the year(s) in which these temporary differences are expected to reverse. The effect of a change in tax rates on deferred income taxes is recognized in income in the period when the change is enacted.

Based on consideration of all available evidence regarding their utilization, we record net deferred tax assets to the extent that it is more likely than not that they will be realized. Where, based on the weight of all available evidence, it is more likely than not that some amount of a deferred tax asset will not be realized, we establish a valuation allowance for the amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. The evidence we consider in reaching such conclusions includes, but is not limited to, (1) future reversals of existing taxable temporary differences, (2) future taxable income exclusive of reversing taxable temporary differences, (3) taxable income in prior carryback year(s) if carryback is permitted under the tax law, (4) cumulative losses in recent years, (5) a history of tax losses or credit carryforwards expiring unused, (6) a carryback or carryforward period that is so brief it limits realization of tax benefits, and (7) a strong earnings history exclusive of the loss that created the carryforward and support showing that the loss is an aberration rather than a continuing condition.

We account for unrecognized tax benefits in accordance with ASC 740, which prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation, based solely on the technical merits of the position. The tax benefit recognized is the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.

We recognize interest and penalties related to unrecognized tax benefits within the “Provision for income taxes” line of our Combined Statement of Operations, while accrued interest and penalties are included within the “Other liabilities” line of our Combined Balance Sheets.

Income taxes as presented herein, attribute current and deferred income taxes of Crane to the Business’ stand-alone financial statements in a manner that is systematic, rational and consistent with the asset and liability method prescribed by ASC 740. Accordingly, the Business’ income tax provision was prepared following the separate return method. The separate return method applies ASC 740 to the stand-alone financial statements of each member of the consolidated group as if the group members were separate taxpayers. As a result, actual transactions included in the consolidated financial statements of Crane may not be included in the separate Combined Financial Statements of the Business. Similarly, the tax treatment of certain items reflected in the Combined Financial Statements of the Business may not be reflected in the consolidated financial statements and tax returns of Crane. Therefore, such items as net operating losses, credit carry forwards and valuation allowances may exist in the stand-alone financial statements that may or may not exist in Crane’s consolidated

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financial statements. As such, the income taxes of the Business as presented in the Combined Financial Statements may not be indicative of the income taxes that the Business will generate in the future.

Current obligations for income taxes in jurisdictions where the Business files a combined tax return with the Parent are deemed settled with the Parent and are reflected within “Net transfers to Parent” as a financing activity in the Combined Statements of Cash Flows.

Cash and Cash Equivalents. Cash and cash equivalents include highly liquid investments with original maturities of three months or less that are readily convertible to cash and are not subject to significant risk from fluctuations in interest rates. As a result, the carrying amount of cash and cash equivalents approximates fair value. The Business participated in Crane’s centralized cash management and financing programs (see Note 2, “Related Parties” for additional information). The cash reflected on the Combined Balance Sheets represents all cash on hand for all Crane Company entities and Crane entities that participate in the centralized cash management program.

Accounts Receivable, Net. Accounts receivable are carried at net realizable value. The allowance for doubtful accounts was $4.8 million and $6.0 million as of December 31, 2021 and 2020, respectively. The allowance for doubtful accounts activity was not material to our financial results for the years ended December 31, 2021 and 2020. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers and relatively small account balances within most of our customer base and their dispersion across different businesses. We periodically evaluate the financial strength of our customers and believe that our credit risk exposure is limited.

Inventories, Net. Inventories consist of the following:

(in millions) December 31,	2021		2020
Finished goods	$	102.7	$	85.2
Finished parts and subassemblies		37.8		36.8
Work in process		28.7		28.7
Raw materials		140.9		135.0
Total inventories, net	$	310.1	$	285.7

Inventories, net include the costs of material, labor and overhead and are stated at the lower of cost or net realizable value. Domestic inventories are stated at either the lower of cost or net realizable value using the last-in, first-out (“LIFO”) method or the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method. Inventories held in foreign locations are primarily stated at the lower of cost or market using the FIFO method. The LIFO method is not being used at our foreign locations as such a method is not allowable for income tax purposes. Changes in the levels of LIFO inventories have increased cost of sales by $2.6 million and $1.4 million for the years ended December 31, 2021 and 2020, respectively, and reduced cost of sales by $1.0 million for the year ended December 31, 2019. The portion of inventories costed using the LIFO method was 39.4% and 43.0% of combined inventories as of December 31, 2021 and 2020, respectively. If inventories that were valued using the LIFO method had been valued under the FIFO method, they would have been higher by $17.9 million and $15.4 million as of December 31, 2021 and 2020, respectively. The reserve for excess and obsolete inventory was $69.5 million and $62.9 million as of December 31, 2021 and 2020, respectively.

Valuation of Long-Lived Assets. We review our long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Examples of events or changes in circumstances could include, but are not limited to, a prolonged economic downturn, current period operating or cash flow losses combined with a history of losses or a forecast of continuing losses associated with the use of an asset or asset group, or a current expectation that an asset or asset group will be sold or disposed of before the end of its previously estimated useful life. Recoverability is based upon projections of anticipated future

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undiscounted cash flows associated with the use and eventual disposal of the long-lived asset (or asset group), as well as specific appraisal in certain instances. Reviews occur at the lowest level for which identifiable cash flows are largely independent of cash flows associated with other long-lived assets or asset groups. If the future undiscounted cash flows are less than the carrying value, then the long-lived asset is considered impaired and a loss is recognized based on the amount by which the carrying amount exceeds the estimated fair value. Judgments which impact these assessments relate to the expected useful lives of long-lived assets and our ability to realize any undiscounted cash flows in excess of the carrying amounts of such assets and are affected primarily by changes in the expected use of the assets, changes in technology or development of alternative assets, changes in economic conditions, changes in operating performance and changes in expected future cash flows. Since judgment is involved in determining the recoverable amount of long-lived assets, there is risk that the carrying value of our long-lived assets may require adjustment in future periods.

Property, Plant and Equipment, Net. Property, plant and equipment, net consists of the following:

(in millions) December 31,	2021		2020
Land	$	47.8	$	54.4
Buildings and improvements		173.8		177.7
Machinery and equipment		523.0		510.1
Gross property, plant and equipment		744.6		742.2
Less: accumulated depreciation		487.0		481.0
Property, plant and equipment, net	$	257.6	$	261.2

Property, plant and equipment is stated at cost and depreciation is calculated by the straight-line method over the estimated useful lives of the respective assets, which range from 10 to 25 years for buildings and improvements and three to 10 years for machinery and equipment. Depreciation expense was $31.0 million, $33.4 million and $29.3 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Goodwill and Other Intangible Assets. Our business acquisitions have typically resulted in the recognition of goodwill and other intangible assets. We follow the provisions under ASC 350, “Intangibles – Goodwill and Other” (“ASC 350”) as it relates to the accounting for goodwill in the Combined Financial Statements. These provisions require that we, on at least an annual basis, evaluate the fair value of the reporting units to which goodwill is assigned and attributed and compare that fair value to the carrying value of the reporting unit to determine if an impairment has occurred. We perform our annual impairment testing during the fourth quarter. Impairment testing takes place more often than annually if events or circumstances indicate a change in status that would indicate a potential impairment. We also performed our annual impairment assessment (as described below) and concluded that no impairment charges have been required during 2021. We believe that there have been no other events or circumstances which would more likely than not reduce the fair value of our reporting units below its carrying value. A reporting unit is an operating segment unless discrete financial information is prepared and reviewed by segment management for businesses one level below that operating segment (a “component”), in which case the component would be the reporting unit. As of December 31, 2021, we had five reporting units.

When performing our annual impairment assessment, we compare the fair value of each of our reporting units to our respective carrying value. Goodwill is considered to be potentially impaired when the net book value of the reporting unit exceeds its estimated fair value. Fair values are established primarily by discounting estimated future cash flows at an estimated cost of capital which varies for each reporting unit and which, as of our most recent annual impairment assessment, ranged between 9.5% and 11.5% (a weighted average of 10.2%), reflecting the respective inherent business risk of each of the reporting units tested. This methodology for valuing our reporting units (commonly referred to as the Income Method) has not changed since the adoption of the provisions under ASC 350. The determination of discounted cash flows is based on the businesses’ strategic plans and long-range planning forecasts, which change from year to year. The revenue growth rates included in

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the forecasts represent best estimates based on current and forecasted market conditions. Profit margin assumptions are projected by each reporting unit based on the current cost structure and anticipated net cost increases/reductions. There are inherent uncertainties related to these assumptions, including changes in market conditions, and management judgment is necessary in applying them to the analysis of goodwill impairment. In addition to the foregoing, for each reporting unit, market multiples are used to corroborate discounted cash flow results where fair value is estimated based on earnings multiples determined by available public information of comparable businesses. While we believe we have made reasonable estimates and assumptions to calculate the fair value of our reporting units, it is possible a material change could occur. If actual results are not consistent with management’s estimates and assumptions, goodwill and other intangible assets may then be determined to be overstated and a charge would need to be taken against net earnings. No impairment charges have been required during 2021, 2020 or 2019.

Changes to goodwill are as follows:

(in millions)	Aerospace & Electronics		Process Flow Technologies			Engineered Materials		Total
Balance as of January 1, 2020	$	202.4	$	240.9		$	171.3	$	614.6
Additions		—		106.1			—		106.1
Currency translation		0.1		13.0			—		13.1
Balance as of December 31, 2020	$	202.5	$	360.0		$	171.3	$	733.8
Adjustments to purchase price allocations		—		(0.1	)		—		(0.1	)
Currency translation		—		(10.5	)		—		(10.5	)
Balance as of December 31, 2021	$	202.5	$	349.4		$	171.3	$	723.2

For the year ended December 31, 2020, additions to goodwill within the Process Flow Technologies segment were $106.1 million. These additions represent the preliminary purchase price allocation for the acquisition of CIRCOR International, Inc.’s Instrumentation & Sampling Business (“I&S”). For the year ended December 31, 2021, adjustments within the Process Flow Technologies segment of $0.1 million represent the finalization of the purchase price allocation for the acquisition of I&S. See a discussion in Note 3, “Acquisitions” for further details.

Intangibles with indefinite useful lives are tested annually for impairment, or when events or changes in circumstances indicate the potential for impairment. If the carrying amount of an indefinite lived intangible asset exceeds its fair value, the intangible asset is written down to its fair value. Fair value is calculated using relief from royalty method. We amortize the cost of definite-lived intangibles over their estimated useful lives.

In addition to annual testing for impairment of indefinite-lived intangible assets, we review all our definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Examples of events or changes in circumstances could include, but are not limited to, a prolonged economic downturn, current period operating or cash flow losses combined with a history of losses or a forecast of continuing losses associated with the use of an asset or asset group, or a current expectation that an asset or asset group will be sold or disposed of before the end of its previously estimated useful life. Recoverability is based upon projections of anticipated future undiscounted cash flows associated with the use and eventual disposal of the definite-lived intangible asset (or asset group), as well as specific appraisal in certain instances. Reviews occur at the lowest level for which identifiable cash flows are largely independent of cash flows associated with other long-lived assets or asset groups and include estimated future revenues, gross profit margins, operating profit margins and capital expenditures which are based on the businesses’ strategic plans and long-range planning forecasts, which change from year to year. The revenue growth rates included in the forecasts represent our best estimates based on current and forecasted market conditions, and the profit margin assumptions are based on the current cost structure and anticipated net cost increases or reductions. There are inherent uncertainties related to these assumptions, including changes in market conditions, and management’s judgment in applying them to the analysis. If the future undiscounted cash

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flows are less than the carrying value, then the definite-lived intangible asset is considered impaired and a charge would be taken against net earnings based on the amount by which the carrying amount exceeds the estimated fair value. Judgments that we make which impact these assessments relate to the expected useful lives of definite-lived assets and its ability to realize any undiscounted cash flows in excess of the carrying amounts of such assets and are affected primarily by changes in the expected use of the assets, changes in technology or development of alternative assets, changes in economic conditions, changes in operating performance and changes in expected future cash flows. Since judgment is involved in determining the recoverable amount of definite-lived intangible assets, there is risk that the carrying value of our definite-lived intangible assets may require adjustment in future periods. Historical results to date have generally approximated expected cash flows for the identifiable cash flow generating level.

As of December 31, 2021, we had $78.5 million of net intangible assets, of which $22.5 million were intangibles with indefinite useful lives, consisting of trade names and trademarks. As of December 31, 2020, we had $86.9 million of net intangible assets, of which $22.9 million were intangibles with indefinite useful lives, consisting of trade names and trademarks.

Changes to intangible assets, net are as follows:

(in millions) December 31,	2021			2020			2019
Balance at beginning of period, net of accumulated amortization	$	86.9		$	39.5		$	43.8
Additions		—			52.5			—
Amortization expense		(7.3	)		(6.4	)		(4.1	)
Currency translation and other		(1.1	)		1.3			(0.2	)
Balance at end of period, net of accumulated amortization	$	78.5		$	86.9		$	39.5

For the year ended December 31, 2020, additions to intangible assets represent the preliminary purchase price allocation related to the January 2020 acquisition of I&S. See discussion in Note 3, “Acquisitions” for further details.

A summary of intangible assets follows:

			December 31, 2021						December 31, 2020
(in millions)	Weighted Average Amortization Period of Finite Lived Assets (in years)		Gross Asset		Accumulated Amortization		Net		Gross Asset		Accumulated Amortization		Net
Intellectual property rights		19.3	$	71.5	$	45.3	$	26.2	$	72.5	$	45.0	$	27.5
Customer relationships and backlog		14.5		133.7		84.1		49.6		134.6		78.3		56.3
Drawings		40.0		11.1		10.6		0.5		11.1		10.5		0.6
Other		20.9		43.0		40.8		2.2		43.5		41.0		2.5
Total		17.6	$	259.3	$	180.8	$	78.5	$	261.7	$	174.8	$	86.9

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Future amortization expense associated with intangibles is expected to be:

Year	(in millions)
2022	$	5.7
2023	$	5.6
2024	$	5.2
2025	$	5.2
2026 and after	$	34.3

Crane Net Investment. Crane’s net investment in the Business is presented as “Crane net investment” on the Combined Balance Sheets. The Combined Statements of Changes in Net Investment include net cash transfers between Crane and the Business as well as related party receivables and payables between the Business and other Crane affiliates that were settled on a current basis.

Accumulated Other Comprehensive Loss. The tables below provide the accumulated balances for each classification of accumulated other comprehensive loss, as reflected on the Combined Balance Sheets.

(in millions)	Defined Benefit Pension and Other Postretirement Items			Currency Translation Adjustment			Total(a)
Balance as of January 1, 2019	$	(297.5	)	$	(76.9	)	$	(374.4	)
Other comprehensive (loss) income before reclassifications		(53.9	)		16.8			(37.1	)
Amounts reclassified from accumulated other comprehensive loss		11.4			—			11.4
Net period other comprehensive (loss) income		(42.5	)		16.8			(25.7	)
Balance as of December 31, 2019		(340.0	)		(60.1	)		(400.1	)
Other comprehensive (loss) income before reclassifications		(64.1	)		16.6			(47.5	)
Amounts reclassified from accumulated other comprehensive loss		14.5			—			14.5
Net period other comprehensive (loss) income		(49.6	)		16.6			(33.0	)
Balance as of December 31, 2020		(389.6	)		(43.5	)		(433.1	)
Other comprehensive income (loss) before reclassifications		70.4			(23.6	)		46.8
Amounts reclassified from accumulated other comprehensive loss		18.2			—			18.2
Net period other comprehensive income (loss)		88.6			(23.6	)		65.0
Balance as of December 31, 2021	$	(301.0	)	$	(67.1	)	$	(368.1	)

^(a)  Net of tax benefit of $119.6 million, $142.4 million and $103.2 million for December 31, 2021, 2020, and 2019, respectively.

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The table below illustrates the amounts reclassified out of each component of accumulated other comprehensive loss for the years ended December 31, 2021, 2020, and 2019. Amortization of pension and postretirement components have been recorded within “Miscellaneous income, net” on the Combined Statements of Operations.

	Amount Reclassified from Accumulated Other Comprehensive Loss
(in millions) December 31,	2021		2020		2019
Amortization of pension items:
Prior service costs	$	0.6	$	0.6	$	0.5
Net loss		21.9		18.0		14.4
Amortization of postretirement items:
Prior service costs		—		—		—
Net gain		—		—		(0.3	)
Total before tax	$	22.5	$	18.6	$	14.6
Tax impact		4.3		4.1		3.2
Total reclassifications for the period	$	18.2	$	14.5	$	11.4

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. Early adoption is permitted. Certain amendments should be applied prospectively, while other amendments should be applied retrospectively to all periods presented. This amended guidance did not have a material effect on our combined financial statements and related disclosures when we adopted this standard effective January 1, 2021.

Disclosure Requirements for Defined Benefit Plans. In August 2018, the FASB issued amended guidance to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The amended guidance removes the requirements to disclose: amounts in accumulated other comprehensive income (loss) expected to be recognized as components of net periodic benefit cost over the next fiscal year; the amount and timing of plan assets expected to be returned to the entity; and the effects of a one-percentage point change in assumed health care cost trend rates. The amended guidance requires disclosure of an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. This guidance is effective for fiscal years ending after December 15, 2020. Effective December 31, 2020, we adopted the amended guidance and applied the disclosure requirements on a retrospective basis to all periods presented. This amended guidance did not have a material effect on our disclosures.

Measurement of Credit Losses on Financial Instruments. In June 2016, the FASB issued amended guidance that changes the impairment model for most financial assets and certain other instruments. For trade receivables, contract assets and other receivables, held-to-maturity debt securities, loans and other instruments, entities are required to use a current expected credit loss (“CECL”) model that will immediately recognize an estimate of credit losses that are expected to occur over the life of the financial instruments that are in the scope of this update, including trade receivables. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except that the losses will be recognized as an allowance. The CECL model is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect collectability.

On January 1, 2020, we adopted the new CECL standard and developed an expected impairment model based on our historical loss experience. We believe that our previous methodology to calculate credit losses is generally

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consistent with the new expected credit loss model and did not result in a material adjustment upon adoption. The allowance for doubtful accounts was $4.8 million and $6.0 million as of December 31, 2021 and 2020, respectively.

2. Related Parties

Historically, the Business has been managed and operated in the normal course of business with other affiliates of Crane. Accordingly, certain shared costs have been allocated to the Business and reflected as expenses in the Combined Financial Statements.

Allocated Centralized Costs. The Combined Financial Statements have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of Crane.

Crane incurred corporate costs for services provided to the Business as well as other Crane businesses. These services include treasury, tax, accounting, human resources, audit, legal, purchasing, information technology and other such services. The costs associated with these services generally include all payroll and benefit costs, as well as overhead costs related to the support functions. Crane also allocated costs associated with corporate insurance coverage and medical, pension, post-retirement and other health plan costs for employees participating in Crane sponsored plans. Allocations are based on several utilization measures including headcount, proportionate usage and relative net sales. All such amounts have been deemed to have been incurred and settled by the Business in the period in which the costs were recorded.

The allocated functional service expenses and general corporate expenses for the years ended December 31, 2021, 2020, and 2019 were $62.2 million, $37.6 million, and $49.0 million, respectively, and are included in “Selling, general and administrative” in the Combined Statements of Operations.

In the opinion of management of the Parent and the Business, the expense and cost allocations have been determined on a basis considered to be a reasonable reflection of the utilization of services provided or the benefit received by the Business during 2021, 2020, and 2019. The amounts that would have been, or will be incurred, on a stand-alone basis could differ from the amounts allocated due to economies of scale, difference in management judgment, a requirement for more or fewer employees or other factors. Management does not believe, however, that it is practicable to estimate what these expenses would have been had the Business operated as an independent entity, including any expenses associated with obtaining any of these services from unaffiliated entities. In addition, the future results of operations, financial position and cash flows could differ materially from the historical results presented herein.

Cash Management and Financing. The Business participated in Crane’s centralized cash management and daily cash sweeps. Disbursements are made through centralized accounts payable systems which were operated by Crane. Cash receipts are transferred to centralized accounts, which were also maintained by Crane. As cash is received and disbursed by Crane, it is accounted for by the Business through Crane net investment. Historically, Crane has centrally managed and swept cash for most domestic and certain European entities. As such, the Business’ cash balance includes all cash on hand for all Crane entities that participate in the centralized cash management program, as well as those Crane Company legal entities that do not participate in the centralized cash management program.

Accounts Receivable and Payable. Certain related party transactions between the Business and Parent have been included within “Crane net investment” in the Combined Balance Sheets in the historical periods presented when the related party transactions are not settled in cash. Crane net investment includes related party loans receivable due from Crane and its affiliates of $335.0 million and $536.2 million as of December 31, 2021 and 2020, respectively. Crane net investment includes related party loans payable due to Crane and its affiliates of $71.9 million and $57.2 million as of December 31, 2021 and 2020, respectively. For the years ended December 31, 2021, 2020, and 2019, we recorded related party interest

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income related to the loan activity with Crane and its affiliates of $16.1 million, $15.9 million, and $15.1 million, respectively, which is included in the Business’ results as “Related party interest income” in the Combined Statements of Operations. The total effect of the settlement of these related party transactions is reflected with Net transfers to Parent as a financing activity in the Combined Statements of Cash Flows.

Additionally, certain transactions between the Business and other Crane affiliates are cash-settled on a current basis and, therefore, are reflected in the Combined Balance Sheets. Accounts receivable, net includes $2.3 million and $0.9 million as of December 31, 2021 and 2020, respectively, and Accounts payable includes $0.6 million and $0.6 million as of December 31, 2021 and 2020, respectively, related to such transactions.

3. Acquisitions

Acquisitions are accounted for in accordance with ASC 805, “Business Combinations.” Accordingly, we make an initial allocation of the purchase price at the date of acquisition based upon our understanding of the fair value of the acquired assets and assumed liabilities. We obtain this information during due diligence and through other sources. In the months after closing, as we obtain additional information about these assets and liabilities, including through tangible and intangible asset appraisals, we can refine estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment to the purchase price allocation. We make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.

To allocate the consideration transferred for our acquisitions, the fair values of all identifiable assets and liabilities must be established. For accounting and financial reporting purposes, fair value is defined under ASC 820, “Fair Value Measurement and Disclosure,” as the price that would be received upon the sale of an asset or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are assumed to be buyers and sellers in the principal (most advantageous) market for the asset or liability. Additionally, fair value measurements for an asset assume the highest and best use of that asset by market participants. Use of different estimates and judgments could yield different results.

Instrumentation and Sampling Business Acquisition. On January 31, 2020, we completed the acquisition of CIRCOR International, Inc.’s Instrumentation & Sampling Business (“I&S”) for $172.3 million on a cash-free and debt-free basis, subject to a later adjustment reflecting I&S’ net working capital, cash, the assumption of certain debt-like items, and I&S’ transaction expenses. We funded the acquisition through short-term borrowings consisting of $100 million of commercial paper and $67.0 million from our revolving credit facility, and cash on hand. In August 2020, we received $3.1 million related to the final working capital adjustment which resulted in net cash paid of $169.2 million.

I&S designs, engineers, and manufactures a broad range of critical fluid control instrumentation and sampling solutions used in severe service environments which complements our existing portfolio of chemical, refining, petrochemical and upstream oil and gas applications. I&S has been integrated into the Process Flow Technologies segment. The amount allocated to goodwill reflects the expected sales synergies, manufacturing efficiency and procurement savings. Goodwill from this acquisition is not deductible for tax purposes.

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Allocation of Consideration Transferred to Net Assets Acquired. The following amounts represent the determination of the fair value of identifiable assets acquired and liabilities assumed from our acquisition of I&S. The fair value of certain assets and liabilities has been completed as required by ASC 805.

Net assets acquired (in millions)
Total current assets	$	21.0
Property, plant, and equipment		11.0
Other assets		6.0
Intangible assets		52.5
Goodwill		106.0
Total assets acquired	$	196.5
Total current liabilities	$	8.1
Other liabilities		19.2
Total assumed liabilities	$	27.3
Net assets acquired	$	169.2

The amounts allocated to acquired intangible assets, and their associated weighted average useful lives which were determined based on the period in which the assets are expected to contribute directly or indirectly to our future cash flows, consist of the following:

Intangible Assets: (dollars in millions)	Intangible Fair Value		Weighted Average Life in Years
Trademarks/trade names	$	2.6		13
Customer relationships		49.0		14
Backlog		0.9		1
Total acquired intangible assets	$	52.5

The fair values of the trademark and trade name intangible assets were determined by using an “income approach,” specifically the relief-from-royalty approach, which is a commonly accepted valuation approach. This approach assumes that in lieu of ownership, a firm would be willing to pay a royalty to exploit the related benefits of this asset. Therefore, a portion of I&S’s earnings, equal to the after-tax royalty that would have been paid for the use of the asset, can be attributed to the ownership. The trade names are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 13 years.

The fair values of the customer relationships and backlog intangible assets were determined by using an “income approach” which is a commonly accepted valuation approach. Under this approach, the net earnings attributable to the asset or liability being measured are isolated using the discounted projected net cash flows. These projected cash flows are isolated from the projected cash flows of the combined asset group over the remaining economic life of the intangible asset or liability being measured. Both the amount and the duration of the cash flows are considered from a market participant perspective. Our estimates of market participant net cash flows considered historical and projected pricing, operational performance including market participant synergies, aftermarket retention, product life cycles, material and labor pricing, and other relevant customer, contractual and market factors. Where appropriate, the net cash flows were adjusted to reflect the potential attrition of existing customers in the future, as existing customers are a diminishing asset and 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 14 years.

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Supplemental Pro Forma Data. I&S’ results of operations have been included in our Combined Financial Statements for the period after the completion of the acquisition on January 31, 2020. Combined pro forma revenue and net income attributable to Crane net investment have not been presented since the impact is not material to our financial results for either prior period.

Acquisition-Related Costs. Acquisition-related costs are being expensed as incurred. For the years ended December 31, 2020 and 2019, we recorded $6.4 million, and $2.8 million, respectively, of integration and transaction costs. Acquisition-related costs for the year ended December 31, 2020 included $2.8 million of inventory step-up and backlog amortization. Acquisition-related costs are recorded within “Acquisition-related and integration charges” in our Combined Statements of Operations.

4. Segment Information

In accordance with ASC 280, “Segment Reporting,” for purposes of segment performance measurement, we do not allocate to the business segments items that are of a nonoperating nature, or corporate organizational and functional expenses of a governance nature. Assets of the business segments exclude general corporate assets, which principally consist of cash and cash equivalents, deferred tax assets, certain property, plant and equipment, and certain other assets.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. We account for intersegment sales and transfers as if the sales or transfers were to third parties at current market prices.

Our segments are reported on the same basis used internally for evaluating performance and for allocating resources. We have three reporting segments: Aerospace & Electronics, Process Flow Technologies, and Engineered Materials.

A brief description of each of our segments are as follows:

Aerospace & Electronics (A&E)

The Aerospace & Electronics segment supplies critical components and systems, including original equipment and aftermarket parts, primarily for the commercial aerospace and military aerospace and defense markets. Its brands have decades of proven experience, and in many cases invented the critical technologies in their respective markets. The business designs and delivers proven systems, reliable components, and flexible power solutions that excel in tough and mission-critical environments. Products and services include sensing components and systems, electrical power solutions, fluid management solutions, landing and control systems, and microwave solutions.

Process Flow Technologies (PFT)

The Process Flow Technologies segment is a provider of highly engineered Process Flow Technologies equipment for critical performance applications that require high reliability. The segment is comprised of Process Valves and Related Products, Commercial Valves, and Pumps and Systems. Process Valves and Related Products include on/off valves and related products for critical and demanding applications in the chemical, oil and gas, power, and general industrial end markets globally. Commercial Valves includes the manufacturing and distribution of valves and related products for the nonresidential construction, general industrial, and to a lesser extent, municipal markets. Pumps and Systems include pumps and related products primarily for water and wastewater applications in the industrial, municipal, commercial, and military markets.

Engineered Materials (EM)

The Engineered Materials segment manufactures fiberglass-reinforced plastic (“FRP”) panels and coils, primarily for use in the manufacturing of recreational vehicles (“RVs”), truck bodies and trailers (Transportation), with additional applications in commercial and industrial buildings (Building Products).

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Financial information by reportable segment is set forth below:

(in millions) December 31,	2021			2020			2019
Net sales:
Aerospace & Electronics	$	638.3		$	650.7		$	798.8
Process Flow Technologies		1,196.6			1,007.5			1,117.4
Engineered Materials		228.0			175.6			208.6
TOTAL NET SALES	$	2,062.9		$	1,833.8		$	2,124.8
Operating profit:
Aerospace & Electronics	$	110.0		$	100.7		$	189.4
Process Flow Technologies		182.5			101.0			131.7
Engineered Materials		26.9			22.7			26.8
Corporate expense – before asbestos and environmental provisions		(68.8	)		(39.7	)		(47.0	)
Corporate expense – asbestos provision, net		—			—			(229.0	)
Corporate expense – environmental provision, net		—			—			(18.9	)
TOTAL OPERATING PROFIT	$	250.6		$	184.7		$	53.0
Capital expenditures:
Aerospace & Electronics	$	14.1		$	9.8		$	20.0
Process Flow Technologies		18.8			13.7			23.4
Engineered Materials		2.2			1.2			4.4
Corporate		0.2			0.1			0.4
TOTAL CAPITAL EXPENDITURES	$	35.3		$	24.8		$	48.2
Depreciation and amortization:
Aerospace & Electronics	$	14.7		$	14.2		$	13.5
Process Flow Technologies		22.0			21.6			14.2
Engineered Materials		1.6			3.7			5.6
Corporate		1.1			1.6			0.2
TOTAL DEPRECIATION AND AMORTIZATION	$	39.4		$	41.1		$	33.5

For the year ended December 31, 2021, operating profit included a restructuring gain of $13.2 million. For the year ended December 31, 2020, operating profit included acquisition-related and integration charges of $6.4 million and net restructuring charges of $13.2 million. For the year ended December 31, 2019, operating profit included a net asbestos provision of $229.0 million, a net environmental provision of $18.9 million, acquisition-related and integration charges of $2.8 million and net restructuring charges of $10.1 million. See Note 3, “Acquisitions” for discussion on the acquisition-related costs. See Note 16, “Restructuring Charges” for discussion of the restructuring charges. See Note 13, “Commitments and Contingencies” for discussion of the asbestos provision and environmental provision.

Information by geographic region:

(in millions) December 31,	2021		2020		2019
Net sales:(a)
United States	$	1,074.4	$	980.9	$	1,167.6
Canada		286.0		215.4		240.8
United Kingdom		110.0		101.9		131.0
Continental Europe		267.8		253.3		281.6
Other international		324.7		282.3		303.8
TOTAL NET SALES	$	2,062.9	$	1,833.8	$	2,124.8

^(a)  Net sales by geographic region are based on the destination of the sale.

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Balance sheet items by reportable segment is set forth below:

(in millions) December 31,	2021		2020
Goodwill:
Aerospace & Electronics	$	202.5	$	202.5
Process Flow Technologies		349.4		360.0
Engineered Materials		171.3		171.3
TOTAL GOODWILL	$	723.2	$	733.8
Assets:
Aerospace & Electronics	$	604.7	$	593.9
Process Flow Technologies		1,241.4		1,124.0
Engineered Materials		220.5		217.3
Corporate		434.6		543.0
TOTAL ASSETS	$	2,501.2	$	2,478.2

Long-lived assets by geographic region:

(in millions) December 31,	2021		2020
Long-lived assets:(a)
United States	$	180.0	$	179.7
Canada		17.5		15.5
Europe		64.4		68.8
Other international		47.7		42.8
Corporate		15.6		22.4
TOTAL LONG-LIVED ASSETS	$	325.2	$	329.2

^(a)  Long-lived assets, net by geographic region are based on the location of the business unit.

5. Revenue

Disaggregation of Revenues

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

(in millions) December 31,	2021		2020		2019
Aerospace & Electronics:
Commercial original equipment	$	229.4	$	226.4	$	357.2
Military original equipment		239.7		258.7		217.2
Commercial aftermarket products		104.5		93.0		161.4
Military aftermarket products		64.7		72.6		63.0
Total Aerospace & Electronics	$	638.3	$	650.7	$	798.8
Process Flow Technologies:
Process valves and related products	$	717.1	$	631.6	$	685.1
Commercial valves		374.2		288.0		332.1
Pumps and systems		105.3		87.9		100.2
Total Process Flow Technologies	$	1,196.6	$	1,007.5	$	1,117.4

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(in millions) December 31,	2021		2020		2019
Engineered Materials
FRP - Recreational Vehicles	$	102.5	$	68.9	$	84.5
FRP - Building Products		94.9		83.1		91.9
FRP - Transportation		30.6		23.6		32.2
Total Engineered Materials	$	228.0	$	175.6	$	208.6
Total Net Sales	$	2,062.9	$	1,833.8	$	2,124.8

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 December 31, 2021, total backlog was $837.8 million. We expect to recognize approximately 91.0% of our remaining performance obligations as revenue in 2022, an additional 7.4% by 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 Combined Balance Sheets, and contract liabilities, which are included within “Accrued liabilities” on our Combined Balance Sheets, on a contract-by-contract net basis at the end of each reporting period. Net contract assets and contract liabilities consisted of the following:

(in millions) December 31,	2021		2020
Contract assets	$	46.8	$	46.3
Contract liabilities	$	40.3	$	29.6

During 2021, we recognized revenue of $23.4 million related to contract liabilities as of December 31, 2020.

6. Research and Development

Research and development costs are expensed when incurred.

(in millions) December 31,	2021		2020		2019
Research and development costs	$	49.5	$	46.8	$	37.4

7. Pension and Postretirement Benefits

The Business sponsors numerous single-employer international employee benefit plans. In addition, certain of our employees participate in employee benefit plans sponsored by Crane which include participants of other Crane businesses (the “Shared Plans”). We account for our participation in the Shared Plans as multiple employer benefit plans.

Pension Plan

In the United States, Crane sponsors a defined benefit pension plan that covers approximately 17% of all U.S. Crane Company employees. Effective January 1, 2013, pension eligible nonunion employees no longer earn

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future benefits in the domestic defined benefit pension plan. The benefits are based on years of service and compensation on a final average pay basis, except for certain hourly employees where benefits are fixed per year of service. Charges to expense are based upon costs computed by an independent actuary. Contributions are intended to provide for future benefits earned to date. Additionally, several of the Business’s non-U.S. subsidiaries sponsor defined benefit pension plans that cover approximately 10% of all non-U.S. Crane Company employees. The benefits are typically based upon years of service and compensation. Most of these plans are funded by Crane contributions to pension funds, which are held for the sole benefit of plan participants and beneficiaries.

Postretirement Plans

Postretirement health care and life insurance benefits are provided for certain employees hired before January 1, 1990, who meet minimum age and service requirements.

A summary of the projected benefit obligations, fair value of plan assets and funded status is as follows:

	Pension Benefits						Postretirement Benefits
(in millions) December 31,	2021			2020			2021			2020
Change in benefit obligation:
Benefit obligation at beginning of year	$	1,148.3		$	1,059.5		$	5.0		$	5.0
Service cost		3.4			3.0			—			—
Interest cost		17.7			25.2			0.1			0.2
Amendments		—			0.1			—			—
Actuarial (gain) loss		(57.8	)		90.3			0.2			0.5
Settlements		(4.6	)		(1.3	)		—			—
Curtailments		1.0			—			—			—
Benefits paid		(46.9	)		(44.7	)		(0.6	)		(0.7	)
Foreign currency exchange and other		(7.6	)		16.4			—			—
Administrative expenses paid		(0.7	)		(0.4	)		—			—
Benefit obligation at end of year	$	1,052.8		$	1,148.1		$	4.7		$	5.0
Change in plan assets:
Fair value of plan assets at beginning of year	$	919.0		$	862.6		$	—		$	—
Actual return on plan assets		89.5			66.1			—			—
Employer contributions		25.4			24.5			0.6			0.7
Settlements		(4.6	)		(1.3	)		—			—
Benefits paid		(46.9	)		(44.7	)		(0.6	)		(0.7	)
Foreign currency exchange and other		(5.2	)		12.4			—			—
Administrative expenses paid		(1.1	)		(0.6	)		—			—
Fair value of plan assets at end of year	$	976.1		$	919.0		$	—		$	—
Funded status	$	(76.7	)	$	(229.1	)	$	(4.7	)	$	(5.0	)

In the U.S., 2021 actuarial gains in the projected benefit obligation were primarily the result of a decrease in the discount rate. Other sources of gains or losses such as plan experience, updated census data and minor adjustments to actuarial assumptions generated combined losses of less than 1% of expected year end obligations. In the Non-U.S. countries, 2021 actuarial losses in the projected benefit obligation were primarily the result of decreases in discount rates. Other sources of gains or losses such as plan experience, updated census data, changes to forecast inflation and minor adjustments to actuarial assumptions generated combined gains of 2% of expected year end obligations.

In the U.S., 2020 actuarial losses in the projected benefit obligation were primarily the result of a decrease in the discount rate. Other sources of gains or losses such as plan experience, updated census data and minor

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adjustments to actuarial assumptions generated combined losses of less than 1% of expected year end obligations. In the Non-U.S. countries, 2019 actuarial losses in the projected benefit obligation were primarily the result of decreases in discount rates. Other sources of gains or losses such as plan experience, updated census data and minor adjustments to actuarial assumptions generated combined gains of 5% of expected year end obligations.

Amounts recognized on our Combined Balance Sheets consist of:

	Pension Benefits						Postretirement Benefits
(in millions) December 31	2021			2020			2021			2020
Other assets	$	120.0		$	57.8		$	—		$	—
Current liabilities		(1.4	)		(1.5	)		(0.7	)		(0.6	)
Accrued pension and postretirement benefits		(195.3	)		(285.4	)		(4.0	)		(4.4	)
Funded status	$	(76.7	)	$	(229.1	)	$	(4.7	)	$	(5.0	)

Amounts recognized in accumulated other comprehensive loss consist of:

	Pension Benefits				Postretirement Benefits
(in millions) December 31,	2021		2020		2021			2020
Net actuarial loss (gain)	$	387.2	$	507.5	$	(1.8	)	$	(2.0	)
Prior service credit		5.9		6.6		—			—
Total recognized in accumulated other comprehensive loss	$	393.1	$	514.1	$	(1.8	)	$	(2.0	)

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the U.S. and Non-U.S. plans, are as follows:

	Pension Obligations/Assets
	U.S.				Non-U.S.				Total
(in millions) December 31,	2021		2020		2021		2020		2021		2020
Projected benefit obligation	$	669.7	$	699.1	$	383.0	$	449.3	$	1,052.7	$	1,148.4
Accumulated benefit obligation		669.7		699.1		376.1		440.4		1,045.8		1,139.5
Fair value of plan assets		522.2		482.8		453.9		436.2		976.1		919.0

Information for pension plans with an accumulated benefit obligation in excess of plan assets is as follows:

(in millions) December 31,	2021		2020
Projected benefit obligation	$	721.8	$	965.1
Accumulated benefit obligation	$	715.3	$	957.0
Fair value of plan assets	$	525.2	$	678.4

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Components of net periodic (benefit) cost are as follows:

	Pension Benefits									Postretirement Benefits
(in millions) For the year ended December 31,	2021			2020			2019			2021		2020		2019
Net Periodic (Benefit) Cost:
Service cost	$	3.4		$	3.0		$	2.3		$	—	$	—	$	—
Interest cost		17.7			25.2			31.4			0.1		0.2		0.2
Expected return on plan assets		(51.8	)		(54.2	)		(50.6	)		—		—		—
Amortization of prior service cost		0.6			0.6			0.5			—		—		—
Amortization of net loss (gain)		21.9			18.0			14.4			—		—		(0.3	)
Recognized curtailment (gain) loss		1.0			—			—			—		—		—
Settlement costs		1.3			0.4			—			—		—		—
Net periodic (benefit) cost	$	(5.9	)	$	(7.0	)	$	(2.0	)	$	0.1	$	0.2	$	(0.1	)

The weighted average assumptions used to determine benefit obligations are as follows:

	Pension Benefits									Postretirement Benefits
For the year ended December 31,	2021			2020			2019			2021			2020			2019
U.S. Plans:
Discount rate		2.89	%		2.62	%		3.34	%		2.70	%		2.30	%		3.20	%
Rate of compensation increase		N/A			N/A			N/A			N/A			N/A			N/A
Interest credit rate		1.47	%		0.93	%		2.83	%		N/A			N/A			N/A
Non-U.S. Plans:
Discount rate		1.73	%		1.17	%		1.89	%		N/A			N/A			N/A
Rate of compensation increase		3.30	%		3.32	%		3.14	%		N/A			N/A			N/A
Interest credit rate		N/A			N/A			N/A			N/A			N/A			N/A

The weighted average assumptions used to determine net periodic benefit cost are as follows:

	Pension Benefits									Postretirement Benefits
For the year ended December 31,	2021			2020			2019			2021			2020			2019
U.S. Plans:
Discount rate		2.62	%		3.34	%		4.36	%		2.30	%		3.20	%		3.40	%
Expected rate of return on plan assets		6.50	%		7.25	%		7.25	%		N/A			N/A			N/A
Rate of compensation increase		N/A			N/A			N/A			N/A			N/A			N/A
Interest credit rate		0.93	%		2.83	%		2.40	%		N/A			N/A			N/A
Non-U.S. Plans:
Discount rate		1.17	%		1.89	%		2.65	%		N/A			N/A			N/A
Expected rate of return on plan assets		4.85	%		5.82	%		5.81	%		N/A			N/A			N/A
Rate of compensation increase		3.32	%		3.14	%		3.37	%		N/A			N/A			N/A
Interest credit rate		N/A			N/A			N/A			N/A			N/A			N/A

The long-term expected rate of return on plan assets assumptions were determined with input from independent investment consultants and plan actuaries, utilizing asset pricing models and considering historical returns. The discount rates used by us for valuing pension liabilities are based on a review of high-quality corporate bond yields with maturities approximating the remaining life of the projected benefit obligations.

In the U.S. plan, the 6.50% expected rate of return on assets assumption for 2021 reflected a long-term target comprised of an asset allocation range of 25%–75% equity securities, 15%–35% fixed income securities, 10%–35% alternative assets and 0%–10% cash and cash equivalents. As of December 31, 2021, the actual asset allocation for the U.S. plan was 64.4% equity securities, 22.3% fixed income securities, 12.6% alternative assets and 0.7% cash and cash equivalents.

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For the non-U.S. plans, the 4.85% expected rate of return on assets assumption for 2021 reflected a weighted average of the long-term asset allocation targets for our various non-U.S. plans. As of December 31, 2021, the actual weighted average asset allocation for the non-U.S. plans was 26.8% equity securities, 42.0% fixed income securities, 25.5% alternative assets/other and 5.7% cash and cash equivalents.

The assumed health care cost trend rates are as follows:

December 31,	2021			2020
Health care cost trend rate assumed for next year		7.25	%		6.50	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)		4.50	%		4.50	%
Year that the rate reaches the ultimate trend rate		2033			2029

Assumed health care cost trend rates have a significant effect on the amounts reported for our health care plans.

Plan Assets

Our pension plan target allocations and weighted average asset allocations by asset category are as follows:

Asset Category December 31,	Target Allocation			Actual Allocation
				2021			2020
Equity securities		15%–75	%		47	%		47	%
Fixed income securities		15%–75	%		31	%		25	%
Alternative assets/other		0%–45	%		19	%		24	%
Cash and money market		0%–10	%		3	%		3	%

Independent investment consultants are retained to assist in executing the plans’ investment strategies. Several factors are evaluated in determining if an investment strategy will be implemented in our pension trusts. These factors include, but are not limited to, investment style, investment risk, investment manager performance and costs. We periodically review investment managers and their performance in relation to our plans’ investment objectives.

The primary investment objective of our various pension trusts is to maximize the value of plan assets, focusing on capital preservation, current income and long-term growth of capital and income. The plans’ assets are typically invested in a broad range of equity securities, fixed income securities, alternative assets, and cash instruments.

Equity securities include investments in large, mid, and small-capitalization companies located in both developed countries and emerging markets around the world. Fixed income securities include government bonds of various countries, corporate bonds that are primarily investment-grade, and mortgage-backed securities. Alternative assets include investments in real estate and hedge funds employing a wide variety of strategies. Equity securities include Crane common stock, which represents 4.5% and 4.9% of plan assets as of December 31, 2021 and 2020, respectively.

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The fair value of our pension plan assets as of December 31, 2021, by asset category, are as follows:

(in millions)	Active Markets for Identical Assets Level 1		Other Observable Inputs Level 2		Unobservable Inputs Level 3		Net Asset Value (NAV) Practical Expedient(a)		Total Fair Value
Cash Equivalents and Money Markets	$	29.6	$	—	$	—	$	—	$	29.6
Common Stocks:
Actively Managed U.S. Equities		112.8		—		—		—		112.8
Commingled and Mutual Funds:
U.S. Equity Funds		129.1		—		—		—		129.1
Non-U.S. Equity Funds		93.7		—		—		121.5		215.2
U.S. Fixed Income, Government and Corporate		116.2		—		—		—		116.2
Registered Investment Company		34.0		—		—		—		34.0
Non-U.S. Fixed income, Government and Corporate		—		—		—		190.6		190.6
International Balanced Funds		—		—		—		2.1		2.1
Property Funds		29.0		—		—		—		29.0
Alternative Investments:
Insurance/Annuity Contract(s)		—		2.7		—		—		2.7
Hedge funds and LDI		—		—		—		64.0		64.0
International Property funds		—		—		—		50.8		50.8
Total Fair Value	$	544.4	$	2.7	$	—	$	429.0	$	976.1

^(a)  Investments are measured at fair value using the net asset value per share practical expedient, and therefore, are not classified in the fair value hierarchy.

The fair value of our pension plan assets as of December 31, 2020, by asset category, are as follows:

(in millions)	Active Markets for Identical Assets Level 1		Other Observable Inputs Level 2		Unobservable Inputs Level 3		Net Asset Value (NAV) Practical Expedient(a)		Total Fair Value
Cash Equivalents and Money Markets	$	30.0	$	—	$	—	$	—	$	30.0
Common Stocks:
Actively Managed U.S. Equities		103.2		—		—		—		103.2
Fixed Income Bonds and Notes		—		0.1		—		—		0.1
Commingled and Mutual Funds:
U.S. Equity Funds		117.3		—		—		—		117.3
Non-U.S. Equity Funds		53.2		—		—		160.3		213.5
U.S. Fixed Income, Government and Corporate		76.6		—		—		—		76.6
Registered Investment Company		18.3		—		—		—		18.3
Non-U.S. Fixed Income, Government and Corporate		—		—		—		154.4		154.4
International Balanced Funds		—		—		—		1.9		1.9
Alternative Investments:
Insurance/Annuity Contract(s)		—		2.5		—		—		2.5
Hedge Funds and LDI		—		—		—		153.8		153.8
International Property Funds		—		—		—		47.4		47.4
Total Fair Value	$	398.6	$	2.6	$	—	$	517.8	$	919.0

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^(a) Investments are measured at fair value using the net asset value per share practical expedient, and therefore, are not classified in the fair value hierarchy.

The following table sets forth a summary of pension plan assets valued using NAV or its equivalent as of December 31, 2021 and 2020:

	Redemption Frequency	Unfunded Commitment	Other Redemption Restrictions	Redemption Notice Period
Non-U.S. Equity Funds(a)	Immediate	None	None	None
Non-U.S. Fixed Income, Government and Corporate(b)	Immediate	None	None	None
International Balanced Funds(c)	Immediate	None	None	None
Collective Trust Fund(d)	Immediate	None	None	None
International Property Funds(e)	Immediate	None	None	None
Hedge Funds and LDI(f)	Immediate	None	None	None

^(a)  These funds invest in corporate equity securities outside the United States.

^(b)  These funds invest in corporate and government fixed income securities outside the United States.

^(c)  These funds invest in a blend of equities, fixed income, cash and property outside the United States.

^(d)  These funds are managed in a collective trust under Australia’s Superannuation plan structure.

^(e)  These funds invest in real property outside the United States.

^(f)  These funds invest in strategies that seek to add diversification to a portfolio with uncorrelated risk profiles or are designed to track the duration of all or part of the underlying liability.

Cash Flows

We expect, based on current actuarial calculations, to contribute cash of approximately $16.9 million to the defined benefit pension plans during 2022. Cash contributions in subsequent years will depend on several factors including the investment performance of plan assets.

Estimated Future Benefit Payments

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

Estimated future payments (in millions)	Pension Benefits		Postretirement Benefits
2022	$	50.2	$	0.7
2023		49.4		0.6
2024		50.6		0.5
2025		52.9		0.5
2026		52.8		0.4
2027 to 2031		265.4		1.4
Total payments	$	521.3	$	4.1

Defined Contribution Plans

Crane sponsors savings and investment plans that are available to our eligible employees including employees of our subsidiaries. We made contributions to the plans of $8.0 million, $8.4 million, and $8.2 million in 2021, 2020, and 2019, respectively.

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In addition to participant deferral contributions and company matching contributions on those deferrals, we provide a 3% nonmatching contribution to eligible participants. We made nonmatching contributions to these plans of $9.7 million, $10.2 million, and $9.9 million in 2021, 2020, and 2019, respectively.

8. Stock-Based Compensation Plans

Crane Company participates in Crane’s stock-based compensation plans which are used to provide long-term incentive compensation through stock options, restricted share units, performance-based restricted share units and deferred stock units. Stock-based compensation expense reflected in the accompanying Combined Financial Statements relates to stock plan awards of Crane awarded to Crane Company related employees and not stock awards of Crane Company as Crane Company does not grant stock awards. The following disclosures represent stock-based compensation expenses attributable to Crane Company based on the awards and terms previously granted under Crane’s stock-based compensation plans to Crane Company employees. Accordingly, the amounts presented are not necessarily indicative of future awards and do not necessarily reflect the results that Crane Company would have experienced as an independent company for the periods presented.

As of December 31, 2021, Crane had stock-based compensation awards outstanding under the following Crane shareholder-approved plans: the 2013 Stock Incentive Plan (the “2013 Plan”) and 2018 Stock Incentive Plan (the “2018 Plan”), applicable to employees and nonemployee directors.

The 2013 Plan was approved by the Crane Board of Directors and stockholders at the annual meeting in 2013. The 2013 Plan originally authorized the issuance of up to 9,500,000 shares of stock pursuant to awards under the plan. In 2018, in view of the limited number of shares remaining available under the 2013 Plan, the Crane Board of Directors and stockholders approved the adoption of the 2018 Plan which authorized the issuance of up to 6,500,000 shares of Crane stock. No further awards will be made under the 2013 Plan. In 2021, the Crane Board of Directors and stockholders approved the adoption of the 2018 Amended and Restated Stock Incentive Plan which authorized the issuance of up to 4,710,000 shares of Crane stock. No further awards will be made under the 2013 Plan or 2018 Plan.

Stock Options

Options are granted under the Stock Incentive Plan to officers and other key employees and directors at an exercise price equal to the closing price on the date of grant. Unless otherwise determined by the Compensation Committee which administers the plan, options become exercisable at a rate of 25% after the first year, 50% after the second year, 75% after the third year and 100% after the fourth year from the date of grant. Options granted to officers and employees from 2004 to 2013 expire six years after the date of grant. All options granted to directors and options granted to officers and employees after 2014 expire 10 years after the date of grant.

Crane determine the fair value of each grant using the Black-Scholes option pricing model. The weighted average assumptions for grants made during the years ended December 31, 2021, 2020 and 2019 are as follows:

	2021			2020			2019
Dividend yield		3.06	%		3.05	%		2.20	%
Volatility		36.28	%		27.15	%		25.17	%
Risk-free interest rate		0.50	%		1.23	%		2.64	%
Expected lives in years		5.2			5.2			4.2

Expected dividend yield is based on Crane’s dividend rate. Expected stock volatility was determined based upon the historical volatility for the four-year period preceding the date of grant. The risk-free interest rate was based on the yield curve in effect at the time the options were granted, using U.S. constant maturities over the expected life of the option. The expected lives of the awards represent the period that options granted are expected to be outstanding.

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Activity in Crane’s stock option plans related to our employees for the year ended December 31, 2021 were as follows:

Option Activity	Number of Shares (in 000s)			Weighted Average Exercise Price		Weighted Average Remaining Life (Years)
Options outstanding as of January 1, 2021		2,689		$	68.61
Granted		146			78.59
Exercised		(913	)		56.88
Canceled		(46	)		75.64
Options outstanding as of December 31, 2021		1,876		$	74.94		5.90
Options exercisable as of December 31, 2021		1,060		$	72.46		5.03

Included in our share-based compensation was expense recognized for our stock option awards of $4.2 million, $4.7 million, and $4.2 million in 2021, 2020, and 2019, respectively. These amounts exclude $2.0 million, $1.9 million, and $1.8 million in 2021, 2020, and 2019, respectively, of share-based compensation expense recognized for our stock option awards related to corporate employees that have been allocated to other affiliates of Crane.

The weighted average fair value of options granted during 2021, 2020, and 2019 was $20.82, $15.24, and $15.80, respectively. The total fair value of shares vested during 2021, 2020, and 2019 was $5.8 million, $5.7 million, and $5.7 million, respectively. The total intrinsic value of options exercised during 2021, 2020 and 2019 was $35.7 million, $3.6 million, and $6.1 million, respectively.

The total cash received from these option exercises during 2021, 2020, and 2019 was $24.9 million, $7.7 million, and $10.3 million, respectively. The tax benefit realized for the tax deductions from option exercises and vesting of restricted share units was $3.8 million, $0.3 million, and $0.6 million as of December 31, 2021, 2020, and 2019, respectively. The aggregate intrinsic value of exercisable options was $31.7 million, $28.6 million and $37.9 million.

As of December 31, 2021, there was $7.7 million of total future compensation cost related to unvested share-based awards to be recognized over a weighted average period of 1.67 years.

Restricted Share Units and Performance-Based Restricted Share Units

Restricted share units vest at a rate of 25% after the first year, 50% after the second year, 75% after the third year and 100% after the fourth year from the date of grant and are subject to forfeiture restrictions which lapse over time. The vesting of performance-based restricted share units is determined in three years based on relative total shareholder return for Crane compared to the S&P Midcap 400 Capital Goods Group, with payout potential ranging from 0% to 200% but capped at 100% if our three-year total shareholder return is negative.

Included in our share-based compensation was expense recognized for our restricted share unit and performance-based restricted share unit awards of $12.1 million, $10.6 million and $11.3 million in 2021, 2020, and 2019, respectively. These amounts exclude $6.6 million, $5.1 million, and $5.0 million in 2021, 2020, and 2019, respectively, of share-based compensation expense recognized for our restricted share unit and performance-based restricted share unit awards related to corporate employees that have been allocated to other affiliates of Crane. The tax (detriment) benefit for the vesting of the restricted share units was $(0.1) million, $0.1 million and $2.3 million as of December 31, 2021, 2020 and 2019, respectively.

As of December 31, 2021, there was $21.9 million of total future compensation cost related to restricted share unit and performance-based restricted share unit awards, to be recognized over a weighted average period of 1.93 years.

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Changes in Crane’s restricted share units related to our employees for the year ended December 31, 2021 were as follows:

Restricted Share Unit Activity	Restricted Share Units (in 000’s)			Weighted Average Grant-Date Fair Value
Restricted share units as of January 1, 2021		402		$	83.34
Restricted share units granted		176			80.88
Restricted share units vested		(117	)		76.30
Restricted share units forfeited		(21	)		81.24
Performance-based restricted share units granted		67			82.27
Performance-based restricted share units vested		(68	)		88.66
Restricted share units as of December 31, 2021		439		$	83.31

9. Leases

Arrangements that explicitly or implicitly relate to property, plant and equipment are assessed at inception to determine if the arrangement is or contains a lease. Generally, we enter into operating leases as the lessee and recognize right-of-use assets and lease liabilities based on the present value of future lease payments over the lease term.

We lease certain vehicles, equipment, manufacturing facilities, and nonmanufacturing facilities. We have leases with both lease components and non-lease components, such as common area maintenance, utilities, or other repairs and maintenance. For all asset classes, we applied the practical expedient to account for each separate lease component and its associated non-lease component(s) as a single lease component.

We identify variable lease payments, such as maintenance payments based on actual activities performed or costs incurred, at lease commencement by assessing the nature of the payment provisions, including whether the payments are subject to a minimum.

Certain leases include options to renew for an additional term or company-controlled options to terminate. We generally determine it is not reasonably certain to assume the exercise of renewal options because there is no economic incentive to renew. As termination options often include penalties, we generally determine it is reasonably certain that termination options will not be exercised because there is an economic incentive not to terminate. Therefore, these options generally do not impact the lease term or the determination or classification of the right-of-use asset and lease liability.

In the third quarter of 2017, we entered a seven-year lease for a used airplane which includes a maximum residual value guarantee of $11.1 million if the fair value of the airplane is less than $14.4 million at the end of the lease term. We do not believe it is probable that any amount will be owed under this guarantee. Therefore, no amount related to the residual value guarantee is included in the lease payments used to measure the right-of-use asset and lease liability. We have not entered any other leases where a residual value guarantee is provided to the lessor.

Rental expense was $24.3 million, $23.7 million, and $23.9 million for 2021, 2020, and 2019, respectively.

We do not enter into arrangements where restrictions or covenants are imposed by the lessor that, for example, relate to incurring additional financial obligations.

We use our collateralized incremental borrowing rate based on the information available at commencement date to determine the present value of future payments and the appropriate lease classification. The rate implicit in the lease is generally unknown, as we generally operate in the capacity of the lessee. Therefore, we do not use the implicit rate in calculating the present value of future payments.

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Our Combined Balance Sheet includes the following related to leases:

(in millions) December 31,	Classification	2021		2020
Assets
Operating right-of-use assets	Other assets	$	67.6	$	67.9
Liabilities
Current lease liabilities	Accrued liabilities	$	14.4	$	14.0
Long-term lease liabilities	Other liabilities		55.7		55.9
Total lease liabilities		$	70.1	$	69.9

The components of lease cost were as follows:

(in millions) December 31,	2021		2020		2019
Operating lease cost	$	19.7	$	18.9	$	19.5
Variable lease cost	$	4.6	$	4.8	$	4.4

The weighted average remaining lease terms and discount rates for our operating leases were as follows:

(in millions) December 31,	2021			2020
Weighted average remaining lease term – operating leases		6.1			6.9
Weighted average discount rate – operating leases		3.0	%		3.4	%

Supplemental cash flow information related to our operating leases was as follows for periods ended December 31, 2021, 2020 and 2019:

(in millions) December 31,	2021		2020		2019
Cash paid for amounts included in measurement of operating lease liabilities – operating cash flows	$	17.0	$	16.8	$	15.8
Right-of-use assets obtained in exchange for new operating lease liabilities	$	15.6	$	6.6	$	15.5

Future minimum operating lease payments as of December 31, 2021, are as follows:

(in millions)	December 31, 2021
2022	$	16.0
2023		15.0
2024		12.3
2025		9.6
2026		7.1
Thereafter		22.3
Total future minimum operating lease payments	$	82.3
Imputed interest		12.2
Present value of lease liabilities reported	$	70.1

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10. Income Taxes

Provision for Income Taxes

Our income before taxes is as follows:

(in millions) For the year Ended December 31,	2021		2020		2019
U.S. operations	$	141.0	$	91.9	$	(66.1	)
Non-U.S. operations		136.3		107.4		137.9
Total	$	277.3	$	199.3	$	71.8

Our provision (benefit) for income taxes consists of:

(in millions) For the year ended December 31,	2021			2020			2019
Current:
U.S. federal tax	$	20.5		$	7.2		$	20.2
U.S. state and local tax		0.9			0.4			3.4
Non-U.S. tax		25.2			12.8			19.8
Total current		46.6			20.4			43.4
Deferred:
U.S. federal tax		(5.3	)		14.4			(34.4	)
U.S. state and local tax		(0.2	)		(2.9	)		(0.2	)
Non-U.S. tax		1.8			1.3			1.9
Total deferred		(3.7	)		12.8			(32.7	)
Total provision for income taxes*	$	42.9		$	33.2		$	10.7

* Included in the above amounts are excess tax benefits from share-based compensation of $3.7 million, $0.4 million, and $2.9 million in 2021, 2020, and 2019, respectively, which were reflected as reductions in our provision for income taxes in 2021, 2020, and 2019.

A reconciliation of the statutory U.S. federal tax rate to our effective tax rate is as follows:

For the year ended December 31,	2021			2020			2019
Statutory U.S. federal tax rate		21.0	%		21.0	%		21.0	%
Increase (reduction) from:
State and local taxes, net of federal benefit		0.1	%		(0.6	)%		5.2	%
Income taxed at non-US rates		(0.5	)%		(5.0	)%		(9.1	)%
Non-U.S. income inclusion, net of tax credits		2.9	%		2.8	%		11.3	%
U.S. research and development tax credit		(1.2	)%		(1.0	)%		(2.9	)%
U.S deduction for foreign derived intangible Income		(0.6	)%		(1.8	)%		(6.2	)%
Deferred tax asset related to the sale of a subsidiary		(7.5	)%		0.0	%		0.0	%
Other		1.3	%		1.3	%		(4.4	)%
Effective tax rate		15.5	%		16.7	%		14.9	%

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Deferred Taxes and Valuation Allowances

The components of deferred tax assets and liabilities included in our Combined Balance Sheets are as follows:

(in millions) December 31,	2021			2020
Deferred tax assets:
Asbestos-related liabilities	$	127.6		$	136.3
Tax loss and credit carryforwards		85.9			89.0
Inventories		18.8			18.3
Pension and post-retirement benefits		13.8			49.9
Employee compensation		8.2			8.8
Other		4.1			21.3
Total	$	258.4		$	323.6
Less: valuation allowance		(101.3	)		(106.4	)
Total deferred tax assets, net of valuation allowance	$	157.1		$	217.2
Deferred tax liabilities:
Basis difference in intangible assets		(44.6	)		(66.3	)
Basis difference in fixed assets		(19.0	)		(24.7	)
Other		(7.3	)		(17.8	)
Total deferred tax liabilities	$	(70.9	)	$	(108.8	)
Net deferred tax asset (liability)	$	86.2		$	108.4
Balance Sheet classification:
Long-term deferred tax assets		124.1			132.5
Long-term deferred tax liability		(37.9	)		(24.1	)
Net deferred tax asset (liability)	$	86.2		$	108.4

As of December 31, we have made the following determinations with regard to our non-U.S. earnings:

(in millions)	Permanently reinvested			Not permanently reinvested
Amount of earnings	$	323.6		$	960.7
Associated tax		N/A	*	$	14.1

* Determination of U.S. income taxes and non-U.S. withholding taxes due upon repatriation of this $323.6 million of earnings is not practicable because the amount of such taxes depends upon circumstances existing in numerous taxing jurisdictions at the time the remittance occurs.

As of December 31, 2021, we had U.S. federal, U.S. state and non-U.S. tax loss and credit carryforwards that will expire, if unused, as follows:

Year of expiration (in millions)	U.S. Federal Tax Credits		U.S. Federal Tax Losses		U.S. State Tax Credits			U.S. State Tax Losses			Non- U.S. Tax Losses			Total
2022–2026	$	—	$	—	$	1.9		$	68.1		$	0.7		$	70.7
After 2026		—		—		0.6			744.4			2.6			747.6
Indefinite		—		—		21.8			10.4			123.5			155.7
Total tax carryforwards	$	—	$	—	$	24.3		$	822.9		$	126.8		$	974.0
Deferred tax asset on tax carryforwards	$	—	$	—	$	19.3		$	38.3		$	28.3		$	85.9
Valuation allowance on tax carryforwards		—		—		(18.9	)		(37.3	)		(26.0	)		(82.2	)
Net deferred tax asset on tax carryforwards	$	—	$	—	$	0.4		$	1.0		$	2.3		$	3.7

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As of December 31, 2021 and 2020, we determined that it was more likely than not that $82.2 million and $86.2 million, respectively, of our deferred tax assets related to tax loss and credit carryforwards will not be realized. As a result, we recorded a valuation allowance against these deferred tax assets. We also determined that it is more likely than not that a portion of the benefit related to U.S. state and non-U.S. deferred tax assets other than tax loss and credit carryforwards will not be realized. Accordingly, as of December 31, 2021 and 2020, a valuation allowance of $19.1 million and $20.2 million, respectively, was established against these U.S. state and non-U.S. deferred tax assets. Our total valuation allowance as of December 31, 2021 and 2020, was $101.3 million and $106.4 million, respectively.

Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of our gross unrecognized tax benefits, excluding interest and penalties, is as follows:

(in millions)	2021			2020			2019
Balance of liability as of January 1,	$	22.7		$	31.5		$	33.2
Increase as a result of tax positions taken during a prior year		0.6			0.3			0.5
Decrease as a result of tax positions taken during a prior year		(0.3	)		(0.4	)		(0.5	)
Increase as a result of tax positions taken during the current year		2.5			1.5			2.9
Decrease as a result of settlements with taxing authorities		—			(2.3	)		—
Reduction as a result of a lapse of the statute of limitations		(4.1	)		(7.9	)		(4.6	)
Balance of liability as of December 31,	$	21.4		$	22.7		$	31.5

As of December 31, 2021, 2020, and 2019, the amount of our unrecognized tax benefits that, if recognized, would affect our effective tax rate were $22.7 million, $23.8 million, and $32.2 million, respectively. The difference between these amounts and those reflected in the table above relates to (1) offsetting tax effects from other tax jurisdictions, and (2) interest expense, net of deferred taxes and (3) unrecognized tax benefits whose reversals would be recorded to goodwill.

We recognize interest and penalties related to unrecognized tax benefits as a component of our income tax expense. During the years ended December 31, 2021, 2020, and 2019, we recognized interest and penalty (income) expense of $(0.1) million, $(0.5) million, and $0.8 million, respectively, in our Combined Statements of Operations. As of December 31, 2021 and 2020, we had accrued $3.4 million and $3.4 million, respectively, of interest and penalties related to unrecognized tax benefits on our Combined Balance Sheets.

During the next twelve months, it is reasonably possible that our unrecognized tax benefits could change by $6.6 million due to settlements of income tax examinations, the expiration of statutes of limitations or other resolution of uncertainties. However, if the ultimate resolution of income tax examinations results in amounts that differ from this estimate, we will record additional income tax expense or benefit in the period in which such matters are effectively settled.

Income Tax Examinations

Our income tax returns are subject to examination by the U.S. federal, U.S. state and local, and non-U.S. tax authorities. With few exceptions, the years open to examination are as follows:

Jurisdiction	Year
U.S. federal		2018—2021
U.S. state and local		2015—2021
Non-U.S.		2015—2021

Currently, we and our subsidiaries are under examination in various jurisdictions, including Germany (2016 through 2019), Canada (2013 through 2015) and Luxembourg (2017 through 2018).

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11. Accrued Liabilities

Accrued liabilities consist of:

(in millions) December 31,	2021		2020
Employee related expenses	$	121.8	$	79.5
Warranty		1.7		0.6
Current lease liabilities		14.4		14.0
Contract liabilities		40.3		29.6
Other		90.1		89.0
Total	$	268.3	$	212.7

We accrue warranty liabilities when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Warranty provision is included in “Cost of sales” in our Combined Statements of Operations.

A summary of the warranty liabilities is as follows:

(in millions) December 31,	2021			2020			2019
Balance at beginning of year	$	0.6		$	1.5		$	4.7
Expense		3.9			4.8			6.4
Changes due to acquisitions/divestitures		—			0.3			—
Payments / deductions		(2.8	)		(6.0	)		(9.4	)
Currency translation		—			—			(0.2	)
Balance at end of period	$	1.7		$	0.6		$	1.5

12. Other Liabilities

(in millions) December 31,	2021		2020
Environmental	$	25.8	$	29.4
Long-term lease liabilities		55.7		55.9
Other		37.1		33.9
Total	$	118.6	$	119.2

13. Commitments and Contingencies

Asbestos Liability

Information Regarding Claims and Costs in the Tort System

As of December 31, 2021, we were a defendant in cases filed in numerous state and federal courts alleging injury or death as a result of exposure to asbestos. Activity related to asbestos claims during the periods indicated was as follows:

For the year ended December 31,	2021			2020			2019
Beginning claims		29,138			29,056			29,089
New claims		2,975			2,620			2,848
Settlements		(980	)		(885	)		(983	)
Dismissals		(1,175	)		(1,653	)		(1,898	)
Ending claims		29,958			29,138			29,056

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Of the 29,958 pending claims as of December 31, 2021, approximately 18,000 claims were pending in New York of which approximately 16,000 are non-malignancy claims that were filed over 15 years ago and have been inactive under New York court orders.

We have tried several cases resulting in defense verdicts by the jury or directed verdicts for the defense by the court. We further have pursued appeals of certain adverse jury verdicts that have resulted in reversals in favor of the defense. We have also tried several other cases resulting in plaintiff verdicts which we paid or settled after unsuccessful appeals.

The gross settlement and defense costs incurred (before insurance recoveries and tax effects) by us for the years ended December 31, 2021, 2020 and 2019 totaled $55.2 million, $50.9 million, and $66.2 million, respectively. In contrast to the recognition of settlement and defense costs, which reflect the current level of activity in the tort system, cash payments and receipts generally lag the tort system activity by several months or more and may show some fluctuation from period to period. Cash payments of settlement amounts are not made until all releases and other required documentation are received by us, and reimbursements of both settlement amounts and defense costs by insurers may be uneven due to insurer payment practices, transitions from one insurance layer to the next excess layer and the payment terms of certain reimbursement agreements. Our total pre-tax payments for settlement and defense costs, net of funds received from insurers, for the years ended December 31, 2021, 2020 and 2019 totaled $44.9 million, $31.1 million, and $41.5 million, respectively. Detailed below are the comparable amounts for the periods indicated.

(in millions) For the year ended December 31,	2021			2020			2019
Settlement/indemnity costs incurred(a)	$	40.6		$	35.3		$	45.5
Defense costs incurred(a)		14.6			15.6			20.7
Total costs incurred	$	55.2		$	50.9		$	66.2
(in millions) For the year ended December 31,	2021			2020			2019
Settlement/indemnity payments	$	42.6		$	24.7		$	38.9
Defense payments		15.4			16.7			21.4
Insurance receipts		(13.1	)		(10.3	)		(18.8	)
Pre-tax cash payments, net	$	44.9		$	31.1		$	41.5

^(a)  Before insurance recoveries and tax effects.

The amounts shown for settlement and defense costs incurred, and cash payments, are not necessarily indicative of future period amounts, which may be higher or lower than those reported.

Cumulatively through December 31, 2021, we have resolved (by settlement or dismissal) approximately 143,000 claims. The related settlement cost incurred by us and our insurance carriers is approximately $720 million, for an average settlement cost per resolved claim of approximately $5,000. The average settlement cost per claim resolved during the years ended December 31, 2021, 2020, and 2019 was $18,800, $13,900, and $15,800, respectively. Because claims are sometimes dismissed in large groups, the average cost per resolved claim, as well as the number of open claims, can fluctuate significantly from period to period. In addition to large group dismissals, the nature of the disease and corresponding settlement amounts for each claim resolved will also drive changes from period to period in the average settlement cost per claim. Accordingly, the average cost per resolved claim is not considered in our periodic review of our estimated asbestos liability. For a discussion regarding the four most significant factors affecting the liability estimate, see “Effects on the Combined Financial Statements.”

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Effects on the Combined Financial Statements

We have retained an independent actuarial firm to assist management in estimating our asbestos liability in the tort system. The actuarial consultants review information provided by us concerning claims filed, settled and dismissed, amounts paid in settlements and relevant claim information such as the nature of the asbestos-related disease asserted by the claimant, the jurisdiction where filed and the time lag from filing to disposition of the claim. The methodology used by the actuarial consultants to project future asbestos costs is based on our recent historical experience for claims filed, settled and dismissed during a base reference period. Our experience is then compared to estimates of the number of individuals likely to develop asbestos-related diseases determined based on widely used previously conducted epidemiological studies augmented with current data inputs. Those studies were undertaken in connection with national analyses of the population of workers believed to have been exposed to asbestos. Using that information, the actuarial consultants estimate the number of future claims that would be filed against us and estimates the aggregate settlement or indemnity costs that would be incurred to resolve both pending and future claims based upon the average settlement costs by disease during the reference period. This methodology has been accepted by numerous courts. After discussions with us, the actuarial consultants augment our liability estimate for the costs of defending asbestos claims in the tort system using a forecast from us which is based upon discussions with our defense counsel. Based on this information, the actuarial consultants compile an estimate of our asbestos liability for pending and future claims using a range of reference periods based on claim experience and claims expected to be filed through the indicated forecast period. The most significant factors affecting the liability estimate are (1) the number of new mesothelioma claims filed against us, (2) the average settlement costs for mesothelioma claims, (3) the percentage of mesothelioma claims dismissed against us and (4) the aggregate defense costs incurred by us. These factors are interdependent, and no one factor predominates in determining the liability estimate.

In our view, the forecast period used to provide the best estimate for asbestos claims and related liabilities and costs is a judgment based upon a number of trend factors, including the number and type of claims being filed each year; the jurisdictions where such claims are filed, and the effect of any legislation or judicial orders in such jurisdictions restricting the types of claims that can proceed to trial on the merits; and the likelihood of any comprehensive asbestos legislation at the federal level. In addition, the dynamics of asbestos litigation in the tort system have been significantly affected by the substantial number of companies that have filed for bankruptcy protection, thereby staying any asbestos claims against them until the conclusion of such proceedings, and the establishment of a number of post-bankruptcy trusts for asbestos claimants, which have been estimated to provide $36 billion for payments to current and future claimants. These trend factors have both positive and negative effects on the dynamics of asbestos litigation in the tort system and the related best estimate of our asbestos liability, and these effects do not move in a linear fashion but rather change over multi-year periods. Accordingly, management continues to monitor these trend factors over time and periodically assesses whether an alternative forecast period is appropriate.

Each quarter, the actuarial consultants compile an update based upon our experience in claims filed, settled and dismissed as well as average settlement costs by disease category (mesothelioma, lung cancer, other cancer, and non-malignant conditions including asbestosis). In addition to this claims experience, we also consider additional quantitative and qualitative factors such as the nature of the aging of pending claims, significant appellate rulings and legislative developments, and their respective effects on expected future settlement values. As part of this process, we also consider trends in the tort system such as those enumerated above. Management considers all these factors in conjunction with the liability estimate of the actuarial consultants and determines whether a change in the estimate is warranted.

Liability Estimate. In June 2016, the New York State Court of Appeals issued its opinion in Dummitt v. Crane Co., affirming a 2012 verdict for $4.9 million against us. In that opinion, the court ruled that in certain circumstances we are legally responsible for asbestos-containing materials made and sold by third parties that others attached post-sale to our equipment. This decision provided clarity regarding the nature of claims that may proceed to trial in New York and greater predictability regarding future claim activity. We also reflected the

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impact of the Dummitt decision on our expected settlement values. Accordingly, on December 31, 2016, we updated and extended our asbestos liability estimate through 2059, the generally accepted end point.

Following our experience in the tort system post the Dummitt decision, we entered into several, increasingly similar, group settlements with various plaintiff firms and we expect this new trend of these types of group settlements to continue. Accordingly, effective as of December 31, 2019, we updated our estimate of the asbestos liability, including revised costs of settlement or indemnity payments and defense costs relating to currently pending claims and future claims projected to be filed against us through the same expected end point of 2059. Our estimate of the asbestos liability for pending and future claims through 2059 is based on the projected future asbestos costs resulting from our experience using a range of reference periods for claims filed, settled and dismissed. Based on this estimate, we recorded an additional liability of $255 million as of December 31, 2019.

An aggregate liability of $712 million was recorded as of December 31, 2019 to cover the estimated cost of asbestos claims now pending or subsequently asserted through 2059, of which approximately 85% is attributable to settlement and defense costs for future claims projected to be filed through 2059. The liability is reduced when cash payments are made in respect of settled claims and defense costs. The liability was $612 million and $670 million as of December 31, 2021 and 2020, respectively. It is not possible to forecast when cash payments related to the asbestos liability will be fully expended; however, it is expected such cash payments will continue for a number of years past 2059, due to the significant proportion of future claims included in the estimated asbestos liability and the lag time between the date a claim is filed and when it is resolved. None of these estimated costs have been discounted to present value due to the inability to reliably forecast the timing of payments. The current portion of the total estimated liability as of December 31, 2021 and 2020 is $62.3 million and $66.5 million, respectively and represents our best estimate of total asbestos costs expected to be paid during the twelve-month period. Such amount is based upon the actuarial model together with our prior year payment experience for both settlement and defense costs.

We have made our best estimate of the costs through 2059. Through December 31, 2021, our actual experience during the updated reference period for mesothelioma claims filed and dismissed generally approximated the assumptions in our liability estimate. In addition to this claims experience, we considered additional quantitative and qualitative factors such as the nature of the aging of pending claims, significant appellate rulings and legislative developments, and their respective effects on expected future settlement values. Based on this evaluation, we determined that no change in the estimate was warranted for the period ended December 31, 2021.

Insurance Coverage and Receivables. Prior to 2005, a significant portion of our settlement and defense costs were paid by our primary insurers. With the exhaustion of that primary coverage, we began negotiations with our excess insurers to reimburse us for a portion of our settlement and/or defense costs as incurred. To date, we have entered into agreements providing for such reimbursements, known as “coverage-in-place,” with eleven of our excess insurer groups. Under such coverage-in-place agreements, an insurer’s policies remain in force and the insurer undertakes to provide coverage for our present and future asbestos claims on specified terms and conditions that address, among other things, the share of asbestos claims costs to be paid by the insurer, payment terms, claims handling procedures and the expiration of the insurer’s obligations. Similarly, under a variant of coverage-in-place, we have entered into an agreement with a group of insurers confirming the aggregate amount of available coverage under the subject policies and setting forth a schedule for future reimbursement payments to us based on aggregate indemnity and defense payments made. In addition, with ten of our excess insurer groups, we entered into agreements settling all asbestos and other coverage obligations for an agreed sum and received a total of $82.5 million in aggregate as a result of those settlements. Reimbursements from insurers for past and ongoing settlement and defense costs allocable to their policies have been made in accordance with these coverage-in-place and other agreements. All these agreements include provisions for mutual releases, indemnification of the insurer and, for coverage-in-place, claims handling procedures. With the agreements referenced above, we have concluded settlements with all but two of our solvent excess insurers with policies expected to respond to the aggregate costs included in the liability estimate. The first such insurer, which issued a single applicable policy, has been paying for many years the shares of defense and indemnity costs we have

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allocated to it, subject to a reservation of rights. The second insurer issued a single applicable policy in a layer of coverage that we do not anticipate reaching until many years from now, and, prior to the policy being reached, we anticipate opening a dialogue with that insurer about the execution of a suitable agreement. There are no pending legal proceedings between us and any insurer contesting our asbestos claims under our insurance policies.

In conjunction with developing the aggregate updated liability estimate referenced above, we also developed an updated estimate of probable insurance recoveries for our asbestos liabilities. In developing this estimate, we considered our coverage-in-place and other settlement agreements described above, as well as several additional factors. These additional factors include the financial viability of the insurance companies, the method by which losses will be allocated to the various insurance policies and the years covered by those policies, how settlement and defense costs will be covered by the insurance policies and interpretation of the effect on coverage of various policy terms and limits. In addition, the timing and amount of reimbursements will vary because our insurance coverage for asbestos claims involves multiple insurers, with different policy terms and certain gaps in coverage. In addition to consulting with legal counsel on these insurance matters, we retained insurance consultants to assist management in the estimation of probable insurance recoveries based upon the aggregate liability estimate described above and assuming the continued viability of all solvent insurance carriers. Based upon the analysis of policy terms and other factors noted above by our legal counsel, and incorporating risk mitigation judgments by us where policy terms or other factors were not certain, our insurance consultants compiled a model indicating how our historical insurance policies would respond to varying levels of asbestos settlement and defense costs and the allocation of such costs between such insurers and us. Using the estimated liability as of December 31, 2019 (for claims filed or expected to be filed through 2059), the insurance consultant’s model forecasted that approximately 14% of the liability would be reimbursed by our insurers. While there are overall limits on the aggregate amount of insurance available to us with respect to asbestos claims, certain limits were not reached by the total estimated liability currently recorded by us, and such overall limits did not influence our determination of the asset amount to record. We allocate to ourselves the amount of the asbestos liability (for claims filed or expected to be filed through 2059) that is in excess of available insurance coverage allocated to such years. An asset of $98 million was recorded as of December 31, 2019 representing the probable insurance reimbursement for claims expected through 2059. The asset is reduced as reimbursements and other payments from insurers are received. The asset was $74 million and $87 million as of December 31, 2021 and 2020, respectively.

We review the estimated reimbursement rate with our insurance consultants on a periodic basis in order to confirm overall consistency with our established reserves. The reviews encompass consideration of the performance of the insurers under coverage-in-place agreements and the effect of any additional lump-sum payments under other insurer agreements. Actual insurance reimbursements vary from period to period, and will decline over time, for the reasons cited above.

Uncertainties. Estimation of our ultimate exposure for asbestos-related claims is subject to significant uncertainties, as there are multiple variables that can affect the timing, severity and quantity of claims and the manner of their resolution. We caution that our estimated liability is based on assumptions with respect to future claims, settlement and defense costs based on past experience that may not prove reliable as predictors; the assumptions are interdependent and no single factor predominates in determining the liability estimate. A significant upward or downward trend in the number of claims filed, depending on the nature of the alleged injury, the jurisdiction where filed and the quality of the product identification, or a significant upward or downward trend in the costs of defending claims, could change the estimated liability, as would substantial adverse verdicts at trial that withstand appeal. A legislative solution, structured settlement transaction, or significant change in relevant case law could also change the estimated liability.

The same factors that affect developing estimates of probable settlement and defense costs for asbestos-related liabilities also affect estimates of the probable insurance reimbursements, as do a number of additional factors. These additional factors include the financial viability of the insurance companies, the method by which losses will be allocated to the various insurance policies and the years covered by those policies, how settlement and

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defense costs will be covered by the insurance policies and interpretation of the effect on coverage of various policy terms and limits and their interrelationships. In addition, due to the uncertainties inherent in litigation matters, no assurances can be given regarding the outcome of any litigation, if necessary, to enforce our rights under our insurance policies or settlement agreements.

Many uncertainties exist surrounding asbestos litigation, and we will continue to evaluate our estimated asbestos-related liability and corresponding estimated insurance reimbursement as well as the underlying assumptions and process used to derive these amounts. These uncertainties may result in our incurring future charges or increases to income to adjust the carrying value of recorded liabilities and assets, particularly if the number of claims and settlement and defense costs change significantly, or if there are significant developments in the trend of case law or court procedures, or if legislation or another alternative solution is implemented. Although the resolution of these claims will likely take many years, the effect on the results of operations, financial position and cash flow in any given period from a revision to these estimates could be material.

On August 12th, 2022, Crane Holdings, Co. completed the divestiture of a subsidiary that held Crane Company’s asbestos liabilities and related insurance assets. See Note 17, “Subsequent Events” for further discussion.

Other Contingencies

Environmental Matters

For environmental matters, we record a liability for estimated remediation costs when it is probable that we will be responsible for such costs and they can be reasonably estimated. Generally, third party specialists assist in the estimation of remediation costs. The environmental remediation liability as of December 31, 2021 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 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.

Goodyear Site

The Goodyear Site was operated by Unidynamics/Phoenix, Inc. (“UPI”), which became an indirect subsidiary in 1985 when we acquired UPI’s parent company, UniDynamics Corporation. 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 Department of Defense and other government agencies and certain of their prime contractors. In 1990, the U.S. Environmental Protection Agency (“EPA”) issued administrative orders requiring UPI to design and carry out 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 $32.3 million and $39.8 million as of December 31, 2021 and 2020, respectively and as described below, a portion is reimbursable by the U.S. Government. The current portion of the total estimated liability was $7.1 million and $10.9 million as of December 31, 2021 and 2020, respectively, and represents our best estimate, in consultation with our technical

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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 a consent decree with the U.S. Department of Justice on behalf of the Department of Defense and the Department of Energy pursuant to which, among other things, the U.S. Government reimburses us for 21% of qualifying costs of investigation and remediation activities at the Goodyear Site. As of December 31, 2021, and 2020, we recorded a receivable of $7.3 million and $7.8 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

Marion, IL Site

We have 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. A predecessor 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.

GD-OTS has asked us to participate in a voluntary, multi-party mediation exercise with respect to response costs it has incurred or will incur with respect to the AUS-OU. We and other PRPs executed a nonbinding mediation agreement on March 16, 2015, and the U.S. government executed the mediation agreement on August 6, 2015. The first phase of the mediation, involving certain former munitions or ordnance storage areas, began in November 2017, but did not result in a multi-party settlement agreement. Subsequently, we entered into 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 a nonmaterial amount. We 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 we expect in the aggregate to be immaterial. We understand that GD-OTS has also reached agreements-in-principle with the U.S. Government and the other participating PRPs related to the first-phase areas of concern. Negotiations between GD-OTS and the U.S. Government are underway with respect to resolution of the remaining areas of the site, including those portions of the Crab Orchard Site where our predecessor conducted manufacturing and research activities. We at present cannot predict whether these further negotiations will result in an agreement, or when any determination of the ultimate allocable shares of the various PRPs, including the U.S. Government, 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. We notified our insurers of this potential liability and have obtained defense and indemnity coverage, subject to reservations of rights, under certain of our insurance policies.

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

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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 RoselandSite. We are in the late stages of our remediation activities at the Roseland 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.

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 criteria are not met, we assess whether there is at least a reasonable possibility that a loss, or additional losses, may have been incurred. If there is a reasonable possibility that a loss or additional loss may have been incurred for such matters, we disclose the estimate of the amount of loss or range of loss, disclose that the amount is immaterial, or disclose that an estimate of loss cannot be made, as applicable. We believe that as of December 31, 2021, there was no reasonable possibility that a material loss, or any additional material losses, may have been incurred for such matters, and that adequate provision has been made in our Combined Financial Statements for the potential impact of all such matters.

14. Financing

Crane’s debt, which was centrally managed as part of Crane’s centralized treasury function, as of December 31, 2021 and 2020 consisted of the following:

(in millions) December 31,	2021		2020
Commercial paper	$	—	$	27.2
2020 364-Day Credit Agreement		—		348.5
Total short-term borrowings	$	—	$	375.7

Commercial Paper Program - On July 28, 2021, Crane increased the size of the commercial paper program (“CP Program”) to permit the issuance of short-term, unsecured commercial paper notes in an aggregate principal amount not to exceed $650 million at any time outstanding. Crane may issue short-term, unsecured commercial paper notes pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Prior to this increase, the CP Program permitted Crane 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 Crane’s other unsecured and unsubordinated indebtedness. As of December 31, 2021 and 2020, there was $0.0 million and $27.2 million of outstanding borrowings, respectively. Crane issued $100 million in January 2020 and $150 million in December 2019 of commercial paper to fund acquisitions. See discussion in Note 3, “Acquisitions” for further details.

2020 364-Day Credit Agreement - On April 16, 2020, Crane entered into a new senior unsecured 364-day credit facility (the “2020 364-Day Credit Agreement”). Crane borrowed term loans denominated in dollars (the “Dollar Term Loans”) in an aggregate principal amount equal to $300 million, and term loans denominated in euros (the “Euro Term Loans”) in an aggregate principal amount equal to €40 million under the 2020 364-Day Credit Agreement. Interest on the Dollar Term Loans accrued at a rate per annum equal to (a) a base rate (determined in

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a customary manner), plus a margin dependent upon ratings of our senior unsecured long-term debt (the “Index Debt Rating”) or (2) an adjusted LIBO rate (determined in a customary manner) for an interest period to be selected by Crane, plus a margin dependent upon the Index Debt Rating. Interest on the Euro Term Loans accrued at an adjusted LIBO rate (determined in a customary manner) for an interest period to be selected by Crane, plus a margin. The 2020 364-Day Credit Agreement contained customary affirmative and negative covenants and customary events of default and acceleration for credit facilities of this type. As of December 31, 2020, there was $348.5 million outstanding under the 2020 364-Day Credit Agreement. On April 15, 2021, Crane repaid the amount outstanding under the 2020 364-Day Credit Agreement with cash on hand and the issuance of commercial paper.

Other - As of December 31, 2021, Crane had open standby letters of credit of $49.5 million issued pursuant to a $162.7 million uncommitted Letter of Credit Reimbursement Agreement, and certain other credit lines. As of December 31, 2020, Crane had open standby letters of credit of $57.9 million issued pursuant to a $183.4 million uncommitted Letter of Credit Reimbursement Agreement, and certain other credit lines.

Revolving Credit Facility - On July 28, 2021, Crane entered into a $650 million, 5-year Revolving Credit Agreement (the “2021 Facility”), which replaced the $550 million revolving credit facility that Crane had entered into in December 2017. The 2021 Facility allows Crane to borrow, repay, or to the extent permitted by the agreement, prepay and re-borrow funds at any time prior to the stated maturity date. Interest on loans made under the 2021 Facility accrues, at Crane’s option, at a rate per annum equal to (1) a base rate, plus a margin ranging from 0.00% to 0.50% depending upon the ratings by S&P and Moody’s of our senior unsecured long-term debt (the “Index Debt Rating”), or (2) an adjusted LIBO rate or the applicable replacement rate (determined based on “hardwired” LIBOR transition provisions consistent with those published by the Alternative References Rates Committee) for an interest period to be selected by Crane, plus a margin ranging from 0.805% to 1.50% depending upon the Index Debt Rating. The 2021 Facility contains customary affirmative and negative covenants for credit facilities of this type, including limitations on Crane and Crane’s subsidiaries with respect to indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets, transactions with affiliates and hedging arrangements. Crane must also maintain a debt to capitalization ratio not to exceed 0.65 to 1.00 at all times. The 2021 Facility also provides for customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, any representation or warranty made by Crane or any of Crane’s material subsidiaries being false in any material respect, default under certain other material indebtedness, certain insolvency or receivership events affecting Crane and Crane’s material subsidiaries, certain ERISA events, material judgments and a change in control of Crane. The undrawn portion of this revolving credit agreement is also available to serve as a backstop facility for the issuance of commercial paper. As of December 31, 2021 and 2020, there were no outstanding borrowings under the 2017 Facility.

15. Fair Value Measurements

Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are to be considered from the perspective of a market participant that holds the asset or owes the liability. The standards also establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

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

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determined using pricing models with inputs that are generally based on published foreign exchange rates and exchange traded prices, adjusted for other specific inputs that are primarily observable in the market or can be derived principally from or corroborated by observable market data.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Valuation Technique

The carrying value of our financial assets and liabilities, including cash and cash equivalents, accounts receivable, commercial paper and accounts payable approximate fair value, without being discounted, due to the short periods during which these amounts are outstanding.

We are exposed to certain risks related to our ongoing business operations, including market risks related to fluctuation in currency exchange. We use foreign exchange contracts to manage the risk of certain cross-currency business relationships to minimize the impact of currency exchange fluctuations on our earnings and cash flows. We do not hold or issue derivative financial instruments for trading or speculative purposes. Foreign exchange contracts not designated as hedging instruments had a notional value of $3.0 million and $2.2 million as of December 31, 2021 and 2020, 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 Combined Balance Sheets and were less than $0.0 million and $0.1 million as of the years ended December 31, 2021 and 2020, respectively. Such derivative liability amounts are recorded within “Accrued liabilities” on our Combined Balance Sheets and were $0.1 million and less than $0.1 million for the years ended December 31, 2021 and 2020, respectively.

Available-for-sale securities consist of marketable debt securities and rabbi trusts investments. Marketable debt securities consist of commercial paper which are measured at fair value using prices for comparable securities in active markets, and are therefore classified within Level 2 of the valuation hierarchy. The fair value of the commercial paper was $30.0 million as of December 31, 2020. These investments are included in “Other current assets” on our Combined Balance Sheets. The fair value of available-for-sale securities was $1.6 million and $1.5 million as of December 31, 2021 and 2020, respectively. These investments are included in “Other assets” on our Combined Balance Sheets.

16. Restructuring Charges

Overview

2020 Repositioning - In the second quarter of 2020, we initiated actions in response to the adverse economic impact of the COVID-19 pandemic. These actions include workforce reductions of approximately 570 employees, or about 8% of our global workforce, and the exiting of two leased office facilities and one leased warehouse facility. We do not expect to incur additional restructuring charges.

2019 Repositioning - In the fourth quarter of 2019, we initiated actions to consolidate two manufacturing operations in Europe within our Process Flow Technologies segment. In 2020, we recorded additional severance costs related to the final negotiation with the works council/union at both locations. These actions, taken together, included workforce reductions of approximately 180 employees, or about 2% of our global workforce. We expect to complete the program in the fourth quarter of 2023.

2017 Repositioning - In the fourth quarter of 2017, we initiated broad-based repositioning actions designed to improve profitability. These actions included headcount reductions of approximately 240 employees, or about

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3% of our global workforce, and select facility consolidations in North America and Europe. In 2020, we adjusted the estimate downward to reflect the impact of employees that chose to voluntarily terminate prior to receiving severance at the conclusion of the actions in North America. In 2021, we recorded a gain on sale of real estate related to these actions. We completed the program in the first quarter of 2022.

Restructuring (Gains) Charges, Net

We recorded restructuring (gains) charges which are reflected in the Combined Statements of Operations, as follows:

(in millions) For the year ended December 31,	2021			2020		2019
Aerospace & Electronics	$	—		$	6.5	$	(0.4	)
Process Flow Technologies		(13.2	)		6.1		10.5
Engineered Materials		—			0.6		—
Total restructuring (gains) charges, net	$	(13.2	)	$	13.2	$	10.1

The following table summarizes our restructuring charges, net by program, cost type and segment for the years ended December 31, 2021, 2020 and 2019:

	December 31, 2021									December 31, 2020								December 31, 2019
(in millions)	Severance			Other			Total			Severance			Other		Total			Severance		Other			Total
Aerospace & Electronics	$	—		$	—		$	—		$	6.5		$	—	$	6.5		$	—	$	—		$	—
Process Flow Technologies		(0.1	)		—			(0.1	)		3.8			—		3.8			—		—			—
Engineered Materials		—			—			—			0.6			—		0.6			—		—			—
2020 Repositioning		(0.1	)		—			(0.1	)		10.9			—		10.9			—		—			—
Process Flow Technologies		0.1			—			0.1			6.1	(a)		—		6.1			9.9		—			9.9
2019 Repositioning		0.1			—			0.1			6.1			—		6.1			9.9		—			9.9
Aerospace & Electronics		—			—			—			—	(a)		—		—			—		(0.4	)		(0.4	)
Process Flow Technologies		(0.4	)(a)		(12.8	)(b)		(13.2	)		(3.8	)		—		(3.8	)		0.6		—			0.6
2017 Repositioning		(0.4	)(a)		(12.8	)		(13.2	)		(3.8	)		—		(3.8	)		0.6		(0.4	)		0.2
Total	$	(0.4	)	$	(12.8	)	$	(13.2	)	$	13.2		$	—	$	13.2		$	10.5	$	(0.4	)	$	10.1

^(a)  Reflects changes in estimates for increases and decreases in costs related to our restructuring programs.

^(b)  Reflects a pre-tax gain related to the sale of a facility in 2021.

The following table summarizes the cumulative restructuring costs incurred through December 31, 2021. We do not expect to incur additional facility consolidation costs to complete these actions as of December 31, 2021:

	Cumulative Restructuring Costs
(in millions)	Severance		Other			Total
Aerospace & Electronics	$	6.5	$	—		$	6.5
Process Flow Technologies		3.7		—			3.7
Engineered Materials		0.6		—			0.6
2020 Repositioning		10.8		—			10.8
Process Flow Technologies		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
2017 Repositioning	$	14.4	$	(14.1	)	$	0.3

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Restructuring Liability

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

	Repositioning
(in millions)	2020			2019			2017			Total
Balance at January 1, 2019	$	—		$	—		$	13.8		$	13.8
Expense(a)		—			9.9			0.6			10.5
Adjustments(b)		—			—			—			—
Utilization		—			—			(3.5	)		(3.5	)
Balance as of December 31, 2019	$	—		$	9.9		$	10.9		$	20.8
Expense(a)		10.9			—			—			10.9
Adjustments(b)		—			6.1			(3.7	)		2.4
Utilization		(9.5	)		—			(3.0	)		(12.5	)
Balance as of December 31, 2020	$	1.4		$	16.0		$	4.2		$	21.6
Expense(a)		—			0.1			—			0.1
Adjustments(b)		(0.2	)		—			(0.3	)		(0.5	)
Utilization		(1.2	)		(4.6	)		(3.2	)		(9.0	)
Balance as of December 31, 2021(c)	$	—		$	11.5		$	0.7		$	12.2

^(a)  Included within “Restructuring (gains) charges, net” in the Combined Statements of Operations

^(b)  Included within “Restructuring (gains) charges, net” in the Combined Statements of Operations and reflects changes in estimates for increases and decreases in costs related to our restructuring programs

^(c)  Included within “Accrued Liabilities” in the Combined Balance Sheets

17. Subsequent Events

The Business evaluated events and transactions occurring subsequent to December 31, 2021 through August 30, 2022, the date the Combined Financial Statements were available to be issued.

Termination of Agreement to Sell Engineered Materials

On May 16, 2021, Crane 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 Crane in termination fees. As such, the results of the Engineered Materials segment no longer met the criteria as held for sale and is therefore reflected as a part of continuing operations for all periods presented.

Sale of Crane Supply

On April 8, 2022, Crane entered into an agreement to sell Crane Supply for CAD380 million on a cash-free and debt-free basis. The sale closed on May 31, 2022. Crane Company recognized a gain on sale of approximately $230 million.

Sale of Asbestos Entity

On August 12, 2022, Crane Holdings, Co., Crane Company and 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, a long-term liability management company specializing in the

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acquisition and management of legacy corporate liabilities, for the Redco Sale. In connection with the Redco Sale, Crane Holdings, Co. contributed approximately $550 million in cash to Redco which was funded by a combination of Crane Holdings, Co.’s $400 million 364-day Term Loan issued on August 11, 2022 and cash on hand. Concurrent with the completion of the Redco Sale, Redco Buyer contributed $83 million in cash to Redco. Redco has agreed to indemnify Crane Holdings, Co. and its affiliates for all claims arising out of asbestos liabilities. This indemnification obligation is not subject to any cap or time limitation. 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 Company’s combined balance sheet effective August 12, 2022. We estimate that we will record a loss on the transaction of $170.0 million in the third quarter of 2022.

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