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United States securities and exchange commission logo





                              March 28, 2022

       Anthony M. D'Iorio
       Secretary
       Crane Co /DE/
       100 First Stamford Place
       Stamford, CT 06902

                                                        Re: Crane Co /DE/
                                                            Form 10-K for the
Year Ended December 31, 2021
                                                            Filed February 28,
2022
                                                            Form 8-K Furnished
January 24, 2022
                                                            File No. 001-01657

       Dear Mr. D'Iorio:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for the Year Ended December 31, 2021

       Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
       Results from Continuing Operations, page 20

   1.                                                   We note that your
discussion of fluctuations at both the consolidated and segment levels
                                                        focuses on sales and
operating profit. Pursuant to SEC Release No. 33-10890 and Item
                                                        303(b)(2)of Regulation
S-K, please revise future filings to discuss the underlying reasons
                                                        for material changes in
quantitative and qualitative terms in all situations in which one or
                                                        more line items in the
financial statements reflect material changes from period to period,
                                                        including those in
which material changes within a line item offset one another. For
                                                        example, given this and
the significance of cost of sales, please revise future filings to
                                                        separately quantify and
discuss factors responsible for changes in the levels of cost of
                                                        sales . Please provide
us with an example of your disclosure to be included in future
                                                        filings based on
current data.
 Anthony M. D'Iorio
FirstName  LastNameAnthony M. D'Iorio
Crane Co /DE/
Comapany
March      NameCrane Co /DE/
       28, 2022
March2 28, 2022 Page 2
Page
FirstName LastName

         In this regard, also disclose any known events that are reasonably
likely to cause a
         material change in the relationship between costs and revenues. Also
refer to
         the aforementioned Release for guidance on establishing the
"reasonably likely"
         threshold.
Capital Structure, page 28

2.       We note your disclosure on page 28 of net debt which is identified in
footnote (a) as a
         Non-GAAP financial measure. We also note that the table presents net
capitalization
         which is the sum of net debt and equity, which appears to be a GAAP
measure from the
         historical financial statements. In light of the fact that net
capitalization also appears to
         represent a Non-GAAP financial measure, please revise footnote (a) to
characterize net
         capitalization as a non-GAAP financial measure and to include the
disclosures required by
         Item 10(e) of Regulation S-K as they also apply to net capitalization.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Outlook-Continuing Operations, page 30

3.       As mentioned in your January 22, 2022 earnings call, you are faced
with potential
         volatility for factors that are outside your control. Please consider
revising this Outlook
         section that is mainly focused on the revenue side, to incorporate
disclosures of material
         items that may affect cost line items or the relationship between
costs and revenues, as it
         would provide more balanced information for an investor's
understanding of the outlook
         through the eyes of management.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Application of Critical Accounting Policies, page 31

4.       Pursuant to SEC Release No. 33-10890, please revise for each critical
accounting estimate
         (CAE), as defined in Item 303(b)(3) of Regulation S-K, to clearly
discuss why the CAE is
         subject to uncertainty, and to the extent the information is material
and reasonably
         available, (2) how much the CAE or assumption (or both) has changed
during the relevant
         period, and (3) the sensitivity of reported amounts to the methods,
assumptions, and
         estimates underlying the CAE   s calculation. Please address any
material changes or
         contracts such as the military contract to upgrade brake controls on
the U.S Air Force's
         fleet of F-16s which you describe in the January 22, 2022 Earnings
Call as "the largest
         potential platform based on number of aircraft in service", that may
significantly affect
         any estimates. When revising, note that Instruction 3 to Item 303(b)
states that disclosure
         of CAEs should    supplement, but not duplicate, the description of
accounting policies or
         other disclosures in the notes to the financial statements.    Please
provide us with an
         example of your disclosure to be included in future filings based on
current information
         and estimates.
 Anthony M. D'Iorio
Crane Co /DE/
March 28, 2022
Page 3
General

5.    Please be advised that we will not accelerate effectiveness of the Form
S-4 until you have
      cleared all outstanding comments, including comments to your Form 10-K in
this letter,
      and all corresponding changes that ensue from the 10-K review are made in
the S-4, as
      applicable.
Form 8-K furnished January 24, 2022

Exhibit 99.1 Earnings Release, page 16

6.    We note that you have included disclosure at the bottom of the last page
of the earnings
      release which indicates that "management believes that non-GAAP financial
measures
      which exclude certain non-recurring items present additional useful
comparisons between
      current results and results in prior operating periods. Specifically,
management believes
      that, when considered together with reported amounts, these non-GAAP
measures are
      useful to investors and management in understanding ongoing operations
and by
      providing a clearer view of the underlying trends of the business."
Please revise your
      disclosure to include a statement disclosing the reasons why management
believes that
      presentation of the non-GAAP financial measure provides useful
information to investors
      regarding the registrant's financial condition and results of operations
for each identified
      Non-GAAP financial measure.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        You may contact Effie Simpson at (202) 551-3346 or Claire Erlanger at
(202) 551-3301
if you have questions regarding comments on the financial statements and
related
matters. Please contact Erin Donahue at (202) 551-6001 or Jay Ingram at (202)
551-3397 with
any other questions.



                                                            Sincerely,
FirstName LastNameAnthony M. D'Iorio
                                                            Division of
Corporation Finance
Comapany NameCrane Co /DE/
                                                            Office of
Manufacturing
March 28, 2022 Page 3
cc:       Ann Beth Stebbins
FirstName LastName
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