EX-99.1

EX-99.1 18 d57439dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

LOGO

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.

LOGO

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:

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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.

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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.

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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.

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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

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

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.”

iii

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.

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

positions in the markets they serve, well recognized brands, attractive margin profiles, strong free cash flow generation and compelling growth opportunities:

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Crane NXT, Co. will be an industrial technology pure-play, and a market leader, in the global payment and currency markets; and

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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:

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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.

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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.

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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.

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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.

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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:

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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.

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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.

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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.

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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.

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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.

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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.

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.

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):

‘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

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Proximity and pressure sensors

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Power conversion, distribution and storage

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Positive displacement lube & scavenge pumps and centrifugal pumps

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True mass flowmeters

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Fluid and thermal management systems

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Antiskid brake control systems

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Integrated microwave assemblies and radio frequency (“RF”) and intermediate frequency (“IF”) components

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DC-DC converters and EMI filters

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Electronic control systems

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Fuel gauging systems

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Aircraft seat actuation systems

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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

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Pump solutions for water and wastewater applications

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Valve diagnostic and calibration systems

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Fluid instrumentation and sampling components

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Valve position monitoring and control systems

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Balancing and safety valves for building services

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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.

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:

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Power Solutions: Provides enabling technology to accelerate electrification of air, land, space and sea vehicles and systems.

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Fluid & Thermal Management: Designs and manufactures positive displacement pumps, centrifugal pumps and true mass flowmeters for aerospace and defense applications.

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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.

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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.

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.

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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.

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Pumps and Systems: Manufactures pumps products for water and wastewater applications, primarily in the United States municipal and industrial markets.

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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 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.

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:

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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.

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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.

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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.

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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.

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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:

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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.

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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.

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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. 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.

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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.

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

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.

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

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:

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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.

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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.

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The NYSE, or a comparable public market, will have approved the listing of Crane Company common stock, subject to official notice of issuance.

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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.”

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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).

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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.

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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).

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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.

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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.

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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.

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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.

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.”

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

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Macroeconomic fluctuations may harm our business, results of operations and stock price;

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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;

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The effects of the ongoing pandemic on our business may adversely affect our results of operations and cash flows;

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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;

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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;

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The prices of our components and raw materials could fluctuate which may adversely affect our profitability;

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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;

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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;

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We conduct substantial business outside the U.S. and face risks inherent in non-domestic operations;

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Intangible asset impairment charges could adversely impact future results of operations and financial condition;

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Our business could be harmed if we are unable to protect our IP;

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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

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Additional tax expense or exposures could affect our financial condition, results of operations and cash flows.

Specific Risks Related to Our Reportable Segments

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Risks related to our A&E segment, which include:

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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;

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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.

•

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.

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,

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.

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 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.”

•

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.

•

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).

•

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.”

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

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.

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

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.”

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

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

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.

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

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.

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.

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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.

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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.

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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.

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

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 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:

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economic and political instability, including the risk of geopolitical conflict or territorial incursions, in the countries and regions in which we operate;

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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

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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.

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:

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Maintenance of uniform standards, controls, policies and procedures;

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Unplanned expenses associated with the integration efforts;

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Inability to achieve planned facility repositioning savings or related efficiencies from recent and ongoing investments; and

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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.

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.

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

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

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.

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:

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Enhanced ability to attract a stockholder base aligned with Crane Company’s clear value proposition.

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Tailored capital allocation strategies aligned with Crane Company’s distinct business strategies and industry specific dynamics.

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Deeper operational focus, accountability and flexibility to meet customer requirements.

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Increased operating and financial flexibility to pursue inorganic growth opportunities.

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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

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

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

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.

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.”

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 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

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

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.

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

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:

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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;

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Crane Company’s quarterly or annual earnings, or those of other companies in its industry;

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the failure of securities analysts to cover Crane Company common stock after the spin-off;

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actual or anticipated fluctuations in Crane Company’s operating results;

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changes in earnings estimates by securities analysts or Crane Company’s ability to meet those estimates;

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Crane Company’s ability to meet its forward looking guidance;

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the operating and stock price performance of other comparable companies;

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overall market fluctuations and domestic and worldwide economic conditions; and

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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.

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:

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Authority of Crane Company’s Board of Directors to issue capital stock;

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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;

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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;

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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

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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:

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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;

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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

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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.

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:

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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;

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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;

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Our ongoing need to attract and retain highly qualified personnel and key management;

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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;

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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;

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Our ability to successfully integrate acquisitions and to realize synergies and opportunities for growth and innovation;

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Our ability to successfully value acquisitions;

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The ability of the U.S. government to terminate our government contracts;

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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;

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A reduction in congressional appropriations that affect defense spending;

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The outcomes of legal proceedings, claims and contract disputes;

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Adverse effects as a result of further increases in environmental remediation activities, costs and related claims;

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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;

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If the spin-off is not completed;

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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;

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Crane Company’s ongoing businesses may be adversely affected and subject to certain risks and consequences as a result of pursuing the spin-off;

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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;

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The risk that dis-synergy costs, costs of restructuring transactions and other costs incurred in connection with the spin-off will exceed our estimates;

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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;

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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

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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).”

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:

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Crane NXT, Co. will be an industrial technology pure-play, and a market leader, in the global payment and currency markets; and

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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:

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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.

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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.

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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:

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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 IT systems and create two separate stand-alone IT structures.

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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.

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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.

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:

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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.

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The NYSE, or a comparable public market, will have approved the listing of Crane Company common stock, subject to official notice of issuance.

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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.”

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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.

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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).

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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

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

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.

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.

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:

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an individual who is a citizen or a resident of the United States;

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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;

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an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

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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.

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:

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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;

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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;

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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

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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.

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.

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.;

•

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.”

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

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)

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)

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.

(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).

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

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

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.

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.

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)

LOGO

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

LOGO

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.

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.

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.

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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.

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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.

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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.

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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.

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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.

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:

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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.

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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.

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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.

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.

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.

Our A&E segment’s integrated capabilities include the following:

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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.

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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.

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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.

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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.

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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.

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

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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.

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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

names Barnes, Deming, Weinman, Burks, Crown and Prosser. Facilities are located in the United States and Canada.

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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.

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.


		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.

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.

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.

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.

Healthy financial position.

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

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.

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.

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.

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.

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.

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.

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

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


	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

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

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.

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

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

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,

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

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.


	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.

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.

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.

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	%