Correspondence 0001193125-24-160030 from Crane Co (CR) (CIK 0001944013) (CR)
Crane Co (CR) (CIK 0001944013)
Date: June 12, 2024 · CIK: 0001944013 · Accession: 0001193125-24-160030
AI Filing Summary & Sentiment
File numbers found in text: 001-41570
Referenced dates: June 4, 2024, May 31, 2024
Letter
Crane Company
100 First Stamford Place
Stamford, Connecticut 06902
June 12, 2024
VIA EDGAR
Office of Manufacturing
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.
Attn: Charles Eastman
Claire Erlanger
Re: Crane Company
Form 10-K for the Year Ended December 31, 2023
Response dated May 31, 2024
File No. 001-41570
Ladies and Gentlemen:
Crane Company (the “Company”) hereby provides responses to the comments received from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in the comment letter dated June 4, 2024 (the “Comment Letter”) with respect to the above-referenced Form 10-K for the year ended December 31, 2023 (the “Form 10-K”) filed with the Commission by the Company on February 26, 2024.
The heading and paragraph number in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comment in bold and italics below. Capitalized terms used but not defined herein have the meanings given to them in the Form 10-K. All references to page numbers and captions (unless otherwise stated) under the header titled “Form 10-K for the Year Ended December 31, 2023” correspond to the page numbers and captions in the Form 10-K.
Form 10-K for the Year Ended December 31, 2023
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results from Operations-For the Years ended December 31, 2023, 2022 and 2021, page 23
1. We note your response to our prior comment 1 that you will revise to define core sales as “change in sales excluding the impact of foreign currency translation, acquisitions, and divestitures.” However, we believe that core sales and core sales growth should be identified as non-GAAP financial measures and the disclosures required by Item 10(e) of Regulation S-K, such as the reconciliation to the most comparable GAAP measure, should be provided when the measures are disclosed in your filings. Please revise future filings accordingly.
Response: The Company respectfully acknowledges the Staff’s comment. The Company does not present core sales for any period but rather discusses core sales as a reason for the year-over-year GAAP net sales change. By way of reference, on page 23 of the Form 10-K for the Year Ended December 31, 2023, the Company provides the components of sales growth including impacts from the core business, foreign exchange and acquisitions/dispositions. Accordingly, we do not believe that core sales or core sales growth as currently described in our filings as performance metrics should be identified as non-GAAP financial measures and would not require the disclosures in Item 10(e) of Regulation S-K. However, as noted in our response to the Staff’s comment letter dated May 31, 2024, we will define the term core sales when used in future filings, including Forms 10-K, 10-Q, and the earnings release filed as an exhibit to Form 8-K. In addition, we will ensure that core sales and core sales growth are presented with appropriate prominence in relation to the most comparable GAAP measure (Net sales and Net sales growth) when presented discretely.
We appreciate the opportunity to respond to your comment. In the event you have any additional questions, please do not hesitate to contact me directly at (203) 363-7240.
Respectfully,
/s/ Richard A. Maue
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CORRESP 1 filename1.htm CORRESP Crane Company 100 First Stamford Place Stamford, Connecticut 06902 June 12, 2024 VIA EDGAR Office of Manufacturing Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Charles Eastman Claire Erlanger Re: Crane Company Form 10-K for the Year Ended December 31, 2023 Response dated May 31, 2024 File No. 001-41570 Ladies and Gentlemen: Crane Company (the “Company”) hereby provides responses to the comments received from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in the comment letter dated June 4, 2024 (the “Comment Letter”) with respect to the above-referenced Form 10-K for the year ended December 31, 2023 (the “Form 10-K”) filed with the Commission by the Company on February 26, 2024. The heading and paragraph number in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comment in bold and italics below. Capitalized terms used but not defined herein have the meanings given to them in the Form 10-K. All references to page numbers and captions (unless otherwise stated) under the header titled “Form 10-K for the Year Ended December 31, 2023” correspond to the page numbers and captions in the Form 10-K. Form 10-K for the Year Ended December 31, 2023 Management’s Discussion and Analysis of Financial Condition and Results of Operations Results from Operations-For the Years ended December 31, 2023, 2022 and 2021, page 23 1. We note your response to our prior comment 1 that you will revise to define core sales as “change in sales excluding the impact of foreign currency translation, acquisitions, and divestitures.” However, we believe that core sales and core sales growth should be identified as non-GAAP financial measures and the disclosures required by Item 10(e) of Regulation S-K, such as the reconciliation to the most comparable GAAP measure, should be provided when the measures are disclosed in your filings. Please revise future filings accordingly. Response: The Company respectfully acknowledges the Staff’s comment. The Company does not present core sales for any period but rather discusses core sales as a reason for the year-over-year GAAP net sales change. By way of reference, on page 23 of the Form 10-K for the Year Ended December 31, 2023, the Company provides the components of sales growth including impacts from the core business, foreign exchange and acquisitions/dispositions. Accordingly, we do not believe that core sales or core sales growth as currently described in our filings as performance metrics should be identified as non-GAAP financial measures and would not require the disclosures in Item 10(e) of Regulation S-K. However, as noted in our response to the Staff’s comment letter dated May 31, 2024, we will define the term core sales when used in future filings, including Forms 10-K, 10-Q, and the earnings release filed as an exhibit to Form 8-K. In addition, we will ensure that core sales and core sales growth are presented with appropriate prominence in relation to the most comparable GAAP measure (Net sales and Net sales growth) when presented discretely. 1 We appreciate the opportunity to respond to your comment. In the event you have any additional questions, please do not hesitate to contact me directly at (203) 363-7240. Respectfully, /s/ Richard A. Maue Richard A. Maue Executive Vice President and Chief Financial Officer cc: Jeffrey W. Acre K&L Gates LLP 2