CRANE CO /DE/
10-Q, 1999-08-13
LUMBER, PLYWOOD, MILLWORK & WOOD PANELS
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                                   FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934



For the Quarterly Period Ended       June 30, 1999

Commission File Number           1-1657


                             CRANE CO.
      (Exact name of registrant as specified in its charter)


     Delaware                                13-1952290
     (State or other jurisdiction of          (I.R.S. Employer
      incorporation or organization)           Identification No.)


     100 First Stamford Place, Stamford, CT.     06902
     (Address of principal executive office)     (Zip Code)


                          (203) 363-7300
        (Registrant's telephone number, including area code)


                         (Not Applicable)
             (Former name, former address and former fiscal year,
                         if changed since last report)


Indicate  by check  mark  whether  the  registrant  (1) has filed  all  reports
required  to be filed by Section 13 or 15 (d) of the  Securities  Exchange  Act
of 1934 during the  preceding  12 months (or for such  shorter  period that the
registrant  was  required to file such  reports),  and (2) has been  subject to
such filing requirements for the past 90 days.


                 Yes    X           No


The number of shares  outstanding of the issuer's  classes of common stock,  as
of July 31, 1999:

               Common stock, $1.00 Par Value - 67,667,900 shares







<PAGE>
Part I - Financial Information
Item 1.  Financial Statements
<TABLE>
                          Crane Co. and Subsidiaries
                       Consolidated Statements of Income
                   (In Thousands, Except Per Share Amounts)
                                  (Unaudited)

<CAPTION>
                                  Three Months Ended       Six Months Ended
                                       June 30,                June 30,
                                   1999       1998         1999       1998
<S>                              <C>       <C>           <C>        <C>
Net Sales                         $611,247   $563,399   $1,186,069  $1,090,217

Operating Costs and Expenses:
  Cost of sales                    443,305    403,838      856,943     783,828
  Selling, general and
    Administrative                  84,580     83,054      172,643     163,227
  Depreciation and amortization     18,012     14,238       34,292      28,519
                                   545,897    501,130    1,063,878     975,574

Operating Profit                    65,350     62,269      122,191     114,643

Other Income (Expense):
  Interest income                      855        831        2,224       1,375
  Interest expense                  (7,415)    (6,334)     (15,337)    (12,274)
  Miscellaneous - net                2,157       (136)       4,064        (214)
                                    (4,403)    (5,639)      (9,049)    (11,113)

Income Before Taxes                 60,947     56,630      113,142     103,530

Provision for Income Taxes          21,636     20,073       40,165      37,074

Net Income                        $ 39,311   $ 36,557     $ 72,977    $ 66,456


Net Income Per Share:
    Basic                             $.58       $.53        $1.07        $.97
    Diluted                            .57        .53         1.06         .96
Average Basic Shares Outstanding    67,890     68,466       68,090      68,469
Average Diluted Shares              68,511     69,398       68,702      69,432
Outstanding
Dividends Per Share                   $.10       $.08         $.20        $.17

                 See Notes to Consolidated Financial Statements
  </TABLE>














                                      -2-
<PAGE>
<TABLE>
Part I - Financial Information
Item 1. Financial Statements

                          Crane Co. and Subsidiaries
                          Consolidated Balance Sheets
              (In Thousands, Except Share and Per Share Amounts)
                                  (Unaudited)

<CAPTION>
                                              June 30,        December 31,
                                        1999         1998         1998
Assets
<S>                                     <C>         <C>         <C>
Current Assets
  Cash and cash equivalents         $    7,548   $   49,921   $   15,909

  Accounts receivable                  324,042      296,208      303,245

  Inventories:
    Finished goods                     157,524      121,442      146,898
    Finished parts and subassemblies    58,377       51,577       58,644
    Work in process                     33,630       48,157       38,743
    Raw materials                       73,859       81,679       86,059
                                       323,390      302,855      330,344

  Other Current Assets                  45,487       36,087       49,468

    Total Current Assets               700,467      685,071      698,966

  Property, Plant and Equipment:
    Cost                               642,317      605,310      645,383
    Less accumulated depreciation      344,274      324,458      337,816
                                       298,043      280,852      307,567

  Other Assets                          30,423       30,452       32,964

  Intangibles                           48,523       49,911       50,073
  Cost in excess of net assets
   acquired                            353,413      223,262      365,104

                                    $1,430,869   $1,269,548   $1,454,674

                See Notes to Consolidated Financial Statements
</TABLE>















                                      -3-
<PAGE>
<TABLE>

Part I - Financial Information
Item 1. Financial Statements

                          Crane Co. and Subsidiaries
                          Consolidated Balance Sheets
              (In Thousands, Except Share and Per Share Amounts)
                                  (Unaudited)
<CAPTION>
                                                   June 30,        December 31,
                                               1999         1998         1998
Liabilities and Shareholders Equity
<S>                                            <C>         <C>          <C>
Current Liabilities
  Current maturities of long-term debt    $      727   $      861   $      787
  Loans payable                               39,385       17,357       50,401
  Accounts payable                           143,535      138,575      132,376
  Accrued liabilities                        130,876      129,061      148,938
  U.S. and foreign taxes on income            21,453       16,477       18,660
    Total Current Liabilities                335,976      302,331      351,162

  Long-Term Debt                             318,785      287,301      359,090

  Deferred Income Taxes                       27,864       22,569       26,184

  Other Liabilities                           20,446       25,608       28,235

  Accrued Postretirement Benefits             39,738       40,841       40,814

  Accrued Pension Liability                    3,355        6,432        5,955

  Preferred Shares, par value $.01                 -            -            -
   5,000,000 shares authorized

Common Shareholders Equity:
  Common stock, par value $1.00               72,426       72,426       72,426
   200,000,000 shares authorized,
    72,426,139  shares issued
  Capital surplus                             96,262       89,624       96,262
  Retained earnings                          634,816      513,891      574,797
  Accumulated other comprehensive income     (22,237)     (20,841)     (18,036)
(loss)
  Common stock held in treasury              (96,562)     (70,634)     (82,215)
    Total Common Shareholders Equity         684,705      584,466      643,234

                                          $1,430,869   $1,269,548   $1,454,674


Common Stock Issued                       72,426,139   72,426,139   72,426,139
Less Common Stock held in Treasury        (4,512,827)  (3,895,311)  (3,930,245)
Common Stock Outstanding                  67,913,312   68,530,828   68,495,894

                See Notes to Consolidated Financial Statements
</TABLE>






                                       -4-
<PAGE>
<TABLE>
Part I - Financial Information (Cont'd.)
Item 1. Financial Statements

                          Crane Co. and Subsidiaries
                     Consolidated Statements of Cash Flows
                                (In Thousands)
                                  (Unaudited)
<CAPTION>
                                                              Six Months Ended
                                                                  June 30,
                                                              1999        1998
<S>                                                         <C>           <C>
Cash flows from Operating activities:
  Net income                                              $ 72,977     $ 66,456
  Depreciation                                              20,352       18,796
  Amortization                                              13,940        9,723
  Deferred income taxes                                      2,856          (60)
  Cash used for operating working capital                  (21,867)     (15,913)
  Other                                                     (8,008)      (1,346)
Total provided by operating activities                      80,250       77,656
Cash flows used for Investing activities:
  Capital expenditures                                     (18,348)     (22,877)
  Purchase of equity investment                             (2,029)          -
  Sale of equity investment                                  5,361           -
  Payments for acquisitions                                 (2,000)     (17,640)
  Proceeds from disposition of capital assets                8,421        5,100
Total used for investing activities                         (8,595)     (35,417)
Cash flows (used for) provided by Financing
activities:
  Equity:
    Dividends paid                                         (13,595)     (11,423)
    Reacquisition of shares-open market                    (20,433)      (2,784)
    Reacquisition of shares-stock incentive programs          (745)      (1,100)
    Stock options exercised                                  5,417        2,764
      Net equity                                           (29,356)     (12,543)
  Debt:
    Proceeds from issuance of long-term debt               115,000       22,580
    Repayments of long-term debt                          (150,801)      (1,030)
    Net decrease in short-term debt                        (14,411)      (8,112)
      Net debt                                             (50,212)      13,438
Total (used for) provided by financing activities          (79,568)         895
Effect of exchange rate on cash and cash equivalents          (448)        (195)
Increase (decrease) in cash and cash equivalents            (8,361)      42,939
Cash and cash equivalents at beginning of period            15,909        6,982
Cash and cash equivalents at end of period                $  7,548     $ 49,921
Detail of Cash Provided by (Used for) Operating
Activities
  Working capital:
    Accounts receivable                                   $(22,497)    $(21,479)
    Inventories                                              6,534       (9,500)
    Other current assets                                     3,551       (1,548)
    Accounts payable                                        12,180       14,839
    Accrued liabilities                                    (24,604)      (1,553)
    U.S. and foreign taxes on income                         2,969        3,328
     Total                                                $(21,867)    $(15,913)

Supplemental disclosure of cash flow information:
  Interest paid                                            $16,702      $11,864
  Income taxes paid                                         32,652       30,202
                See Notes to Consolidated Financial Statements
</TABLE>
                                       -5-
<PAGE>
Part I - Financial Information (Cont'd.)

             Notes to Consolidated Financial Statements (Unaudited)

<TABLE>
1.   The accompanying  unaudited  consolidated  financial  statements have been
     prepared in accordance with the  instructions to Form 10-Q and,  therefore
     reflect  all  adjustments   which  are,  in  the  opinion  of  management,
     necessary  for a fair  statement  of the results  for the  interim  period
     presented.  Certain prior year amounts have been  reclassified  to conform
     to the 1999 presentation.

     These  interim  consolidated  financial  statements  should  be read in
     conjunction  with the  Consolidated  Financial  Statements and Notes to
     Consolidated  Financial  Statements in the  company's  Annual Report on
     Form 10-K for the year ended December 31, 1998.

2.   Sales and operating profit by segment are as follows:

<CAPTION>
                         Three Months Ended     Six Months Ended
                              June 30,              June 30,
                          1999       1998       1999        1998
<S>                     <C>       <C>        <C>         <C>
(In thousands)
Net Sales:
Fluid Handling           $103,314   $113,056  $  208,614  $  231,098
Aerospace                  95,795    100,447     192,875     194,952
Engineered Materials       94,383     64,132     185,444     125,381
Crane Controls             30,986     35,218      61,146      70,220
Merchandising Systems      50,662     49,829     100,947      96,013
Wholesale Distribution    236,047    200,882     436,108     373,330
Other                       3,125      3,670       6,520       6,876
Intersegment               (3,065)    (3,835)     (5,586)     (7,653)
Elimination
         Total           $611,247   $563,399  $1,186,068  $1,090,217

Operating Profit
(Loss):
Fluid Handling            $ 2,489    $ 6,771    $  6,334    $ 15,723
Aerospace                  27,677     31,261      54,920      56,532
Engineered Materials       16,633      9,694      31,291      17,245
Crane Controls              1,227      2,995       1,811       5,977
Merchandising Systems      11,274      9,675      20,780      18,411
Wholesale Distribution      9,832      7,701      15,572      12,129
Other                        (134)       157        (279)       (226)
Corporate                  (3,584)    (5,936)     (8,137)    (11,136)
Intersegment                  (64)       (49)       (101)        (12)
Elimination
         Total            $65,350    $62,269    $122,191    $114,643
</TABLE>












                                       -6-
<PAGE>
Part I - Financial Information (Cont'd.)

             Notes to Consolidated Financial Statements (Unaudited)

3.   Inventories
     Inventories are stated at the lower of cost or market,  principally on the
     last-in,  first-out  (LIFO)  method of  inventory  valuation.  Replacement
     cost would be higher by $42.5  million at June 30, 1999,  $48.0 million at
     June 30, 1998, and $42.8 million at December 31, 1998.

4.   Intangibles
     Intangible  assets  are  amortized  on a  straight-line  basis  over their
     estimated   useful   lives,   which  range  form  five  to  twenty  years.
     Accumulated  amortization  was  $23.8  million  at June  30,  1999,  $20.5
     million at June 30, 1998 and $21.8 million at December 31, 1998

5.   Cost in Excess of Net Assets Acquired
     Cost in excess of net assets  acquired  is  amortized  on a  straight-line
     basis  principally  over  15 to 40  years.  Accumulated  amortization  was
     $60.0  million at June 30, 1999,  $42.1 million at June 30, 1998 and $50.9
     million at December 31, 1998.

6.   Total comprehensive  income for the three and six-month periods ended June
     30, 1999 and 1998 was as follows:
<TABLE>
<CAPTION>
(In thousands)                       Three Months Ended   Six Months Ended
                                          June 30,            June 30,
                                       1999     1998       1999      1998
<S>                                  <C>      <C>         <C>       <C>
Net Income                           $39,311    $36,557    $72,977   $66,456
Other comprehensive income, net of
tax
Foreign currency translation
adjustments                             (411)    (4,399)    (4,201)   (4,291)
Comprehensive Income                 $38,900    $32,158    $68,776   $62,165
</TABLE>
























                                      -7-
<PAGE>
Part I - Financial Information (Cont'd)

Item 2.        Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended June 30, 1999


This 10Q may  contain  forward-looking  statements  as  defined  by the  Private
Securities  Litigation Reform Act of 1995. These statements present management's
expectations,   beliefs,   plans  and  objectives   regarding  future  financial
performance,  and  assumptions or judgments  concerning  such  performance.  Any
discussions  contained  in this 10Q,  except  to the  extent  that they  contain
historical  facts,  are   forward-looking  and  accordingly  involve  estimates,
assumptions,  judgments  and  uncertainties.  There are a number of factors that
could cause actual results or outcomes to differ materially from those addressed
in the  forward-looking  statements.  Such factors are detailed in the Company's
Annual  Report on Form 10-K for the fiscal  year ended  December  31, 1998 filed
with the Securities and Exchange Commission
Results from Operations

Second Quarter of 1999 Compared to Second Quarter of 1998

Net income for the  quarter  ended June 30,  1999 set a second  quarter  record,
rising 8% to $39.3  million,  or $.57 per diluted  share  outstanding,  from the
$36.6 million or $.53 per diluted share outstanding reported for the 1998 second
quarter.  Operating profit for the second quarter  increased 5% to $65.4 million
on a sales increase of 9% to $611.2 million.  Operating  margins for the quarter
were  10.7% of sales  compared  to 11.1% in 1998.  Cash  flow (net  income  plus
depreciation and amortization)  per diluted share outstanding  increased 14% for
the quarter to $.83.

Engineered  Materials sales increased by 47%, or $30.3 million, to $94.4 million
and operating profit  increased 72% to $16.6 million,  versus the second quarter
of 1998  with the  Sequentia  and  Plastic-Lined  Piping  Products  acquisitions
contributing to these increases. Kemlite's transportation,  recreational vehicle
and building products markets  continued their strong growth,  with sales up 13%
and operating  profit up 56% over 1998.  Operating  profit margins  increased to
17.6% of sales  compared  to 15.1% in 1998 as margins  improved  at Kemlite  and
Resistoflex.  Order backlog  decreased $3.3 million from June 30,1998,  to $24.0
million at June 30, 1999.

Merchandising  Systems sales  increased 2%, from $49.8 million to $50.7 million,
and  operating  profit  increased  17%,  from  $9.7  million  to $11.3  million,
respectively. Driven by high demand for its new Euro-capable coin validators and
four tube coin  changer,  NRI posted a 13% increase in sales and,  combined with
lower costs, a 31% increase in operating profit.  National Vendors sales were at
last year's level and operating  profit increased by 10% versus the prior year's
quarter.  Operating  margins  increased  to 22.3% of sales  compared to 19.4% in
1998. Order backlog increased $2.2 million over last year, to $21.4 million.

Wholesale  Distribution sales increased $35.2 million, or 18%, to $236.0 million
and operating profit increased $2.1 million,  or 28%, to $9.8 million.  Huttig's
sales were up 19%, to $206.0 million,  and operating  profit was up 40%, to $7.8
million.  The acquisitions of Number One Supply and Consolidated  Lumber in 1998
contributed to the improved  results.  Crane Supply's sales and operating profit
increased 7% and 9%, respectively.  Operating profit margins improved to 4.2% of
sales compared to 3.8% in 1998 with both Huttig and Crane Supply improving.



                                       -8-
<PAGE>
Part I - Financial Information (Cont'd)

Item 2.        Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended June 30, 1999


Aerospace sales  decreased 5%, or $4.7 million,  to $95.8 million in the quarter
with all  businesses  except  Lear Romec  being  negatively  impacted by slowing
aerospace  markets.  Operating profit  decreased 11%, or $3.6 million,  to $27.7
million, with Hydro-Aire and ELDEC results being affected by lower sales volumes
in the  commercial,  after-market  and  government  markets.  During the quarter
Hydro-Aire  was selected to supply the brake control  systems for the Bombardier
BD90 and BD100  programs.  Operating  margins  were 28.9% of sales,  compared to
31.1% in the second quarter of 1998.  Order backlog  decreased  $57.1 million to
$250.9 million at June 30, 1999, versus $308.0 million at June 30, 1998.

Fluid Handling sales declined 9%, or $9.7 million, to $103.3 million.  Operating
profit  decreased 63% to $2.5 million.  These declines were due to a 28% decline
in  Commercial  bronze and iron valve  shipments and a 19% decline in Cast Steel
valve  shipments  and  included  $1.2  million  in legal  and  severance  costs.
Commercial  Valve's  results  were  caused by a lack of orders  related  to past
supply  shortages of shippable  bronze valve  product in the U.S. and  continued
market  weakness in the U.K.  Cast Steel's  results were due to weak demand from
the oil and gas industry.  Partially  offsetting  this,  Crane Pumps and Systems
increased  sales  slightly and had operating  profit  margins of 11% while Crane
Nuclear and Service  Centers  achieved higher second quarter  operating  profit.
Operating  profit margins were 2.4% versus 6.0% in 1998.  Overall Fluid Handling
order backlog totaled $74.0 million at June 30, 1999,  versus $114.5 million for
1998.

Crane  Controls  sales  decreased  12%, or $4.2  million,  to $31.0  million and
operating  profit declined 59%, or $1.8 million,  to $1.2 million.  All business
units except Dynalco, which benefited from the Liberty Technologies  acquisition
(September  1998),  reported  lower  sales and  operating  profit as a result of
continued weak demand for their products from the oil and gas,  chemical process
and general  industrial  markets.  Operating  profit margins declined to 4.0% of
sales from 8.5% in the second  quarter of 1998.  Order  backlog  slipped  6%, to
$28.6 million.

During the quarter,  the company reduced debt by $41.0 million.  Also during the
quarter,  the company announced that it is investigating a potential spin-off of
its Huttig Building Products subsidiary as a separate public company.

Net interest  expense for the quarter  increased 19% due to increased  financing
costs for acquisitions made in 1998.


Item 2.        Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                         Six Months Ended June 30, 1999


Six Months Ended June 30,1999 Compared to Six Months Ended June 30,1998

For the six  months  ended June 30,  1999,  net  income  increased  10% to $73.0
million, or $1.06 per diluted share outstanding, from the $66.5 million, or $.96
per diluted share outstanding,  in the comparable 1998 period.  Operating profit
for the six months  increased 7% to $122.2  million on a sales increase of 9% to
$1.2 billion.  Cash flow (net income plus  depreciation  and  amortization)  per
diluted share increased 14% to $1.56.
                                       -9-
<PAGE>
Part I - Financial Information (Cont'd)

Item 2.        Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                         Six Months Ended June 30, 1999


Engineered Materials sales increased by 48%, or $60.1 million, to $185.4 million
and operating profit  increased 81% to $31.3 million,  versus the same six month
period in 1998 with the Sequentia and Plastic-Lined Piping Products acquisitions
contributing to these increases. Kemlite's transportation,  recreational vehicle
and building products markets  continued their strong growth,  with sales up 14%
and operating  profit up 53% over 1998.  Operating  profit margins  increased to
16.9% of sales  compared  to 13.8% in 1998 as margins  improved  at Kemlite  and
Resistoflex.

Merchandising  Systems sales increased 5%, from $96.0 million to $100.9 million,
and  operating  profit  increased  13%,  from $18.4  million  to $20.8  million,
respectively. Driven by high demand for its new Euro-capable coin validators and
four tube coin changer,  NRI posted an 18% increase in sales and,  combined with
lower  costs,  a 38%  increase  in  operating  profit.  National  Vendors  sales
increased 3% compared to last year's level and operating  profit increased by 2%
as the company continued to invest in new product development. Operating margins
increased to 20.6% of sales compared to 19.2% in 1998.

Wholesale  Distribution sales increased $62.8 million, or 17%, to $436.1 million
and operating profit increased $3.4 million, or 28%, to $15.6 million.  Huttig's
sales were up 19%, to $380.8 million,  and operating profit was up 38%, to $11.9
million.  The acquisitions of Number One Supply and Consolidated  Lumber in 1998
contributed  to the improved  results.  Crane  Supply's  sales  increased 3% and
operating profit increased 10%, respectively.  Operating profit margins improved
to 3.6% of sales  compared  to 3.2% in 1998 with both  Huttig  and Crane  Supply
improving.

Aerospace sales decreased 1%, or $2.1 million, to $192.9 million during the six-
month period with the segment being  negatively  impacted by reduced  government
and  military  aerospace  sales.  Interpoint's  sales  decreased  due  to  lower
shipments of its medical product line.  Operating  profit  decreased 3%, or $1.6
million,  to $54.9  million,  due to the lower sales  volumes  mentioned  above.
Operating  margins were 28.5% of sales,  compared to 29.0% in the same six-month
period of 1998.

Fluid  Handling  sales  declined  10%,  or $22.5  million,  to  $208.6  million.
Operating  profit  decreased  60% to  $6.3  million.  These  declines  were  due
continued  weak demand at the  Commercial  Valve,  Cast Steel and  Quarter  Turn
businesses.  Also, $1.5 million in legal and severance costs were include in the
six-month period's results.  Partially  offsetting this, Crane Pumps and Systems
and Cochrane increased sales while Crane Nuclear and Wafer Check achieved higher
second quarter sales and operating  profits.  Operating profit margins were 3.0%
versus 6.8% in 1998.

Crane  Controls  sales  decreased  13%, or $9.1  million,  to $61.1  million and
operating  profit declined 70%, or $4.2 million,  to $1.8 million.  All business
units except Dynalco, which benefited from the Liberty Technologies  acquisition
(September  1998),  reported  lower  sales and  operating  profit as a result of
continued weak demand for their products from the oil and gas,  chemical process
and general  industrial  markets.  Operating  profit margins declined to 3.0% of
sales from 8.5% compared to 1998.





                                     -10-
<PAGE>
Part I - Financial Information (Cont'd)

Item 2.        Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                         Six Months Ended June 30, 1999


Net interest  expense for the six months ended June 30, 1999  increased 20%, due
to increased financing costs for acquisitions made in 1998.

The effective tax rate decreased to 35.5% for the six months ended June 30, 1999
as opposed to 35.8% at June 30, 1998.

Liquidity  and  Capital  Resources  During  the six  months of 1999 the  company
generated  $80.3 million of cash from  operating  activities,  compared to $77.7
million in 1998.

Net debt  totaled  33.9% of capital at June 30, 1999  compared to 30.4% in 1998.
The current ratio was 2.1 with working  capital  totaling $364.5 million at June
30, 1999  compared to 2.3 and $382.7  million at June 30, 1998.  The company had
unused credit lines of $366.5 million at June 30, 1999.

Year 2000 Readiness
The Year 2000 issue relates to most computer software programs using two digits,
rather than four, to define the applicable year for dates.  Any of the company's
information technology (IT) and non-information  technology (non-IT) systems and
its products may  recognize a date using "00" as the year 1900,  rather than the
year 2000.  This could  result in system  failures or  miscalculations,  causing
disruptions in operations,  including the inability to process  transactions and
engage in similar normal business  activities  within the company and with third
parties.

Crane has  implemented a Year 2000 program for its IT and non-IT systems and its
products  consisting  of four  phases:  1)  awareness,  formation,  planning and
management,  2) inventory,  analysis,  compliance  testing,  prioritization  and
planning,  3) implementation  and validation,  and 4) Year 2000 compliance.  The
company's  senior  management and Board of Directors  receive regular updates on
the status of the company's Year 2000 program.

In addition,  the company has  contacted  significant  vendors and  customers in
order to  determine  the risks to the  company  for a third  party's  failure to
remediate  its own Year 2000  issues.  While  information  obtained  from  these
contacts will be used to mitigate  these risks,  there can be no assurance  that
any third party  systems or  products  will be Year 2000  compliant  on a timely
basis or that  non-compliance  by such  third  parties  will not have a material
adverse effect on the company.

The  company's   Year  2000  Program  was  initiated  in  1997.   Virtually  all
mission-critical   systems,   including  IT  and  non-IT  systems,  are  in  the
implementation  phase or are  compliant.  Non  mission-critical  systems  are in
various  phases  of  completion  and an  immaterial  amount  of  work on them is
expected  to continue  into the year 2000.  It is expected  that  virtually  all
mission-critical systems will be implemented,  tested and validated by September
of 1999.








                                     -11-
<PAGE>
Part I - Financial Information (Cont'd)

Item 2.        Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                         Six Months Ended June 30, 1999


Year 2000 costs incurred to date are approximately  $25.4 million, of which $9.2
million was expensed and $16.2 million was  capitalized.  Estimated future costs
to complete the Year 2000 program are $2.8  million,  of which $1.7 million will
be expensed as incurred and the  remaining  $1.1  million  will be  capitalized.
These costs have been,  and will  continue to be,  funded from normal  operating
cash flows of the business.  No other information  technology projects have been
or are being delayed by this program.

The company believes that completed and planned modifications and conversions of
its software and  hardware  systems,  its products and its efforts to verify the
readiness  and  compliance  of material  third parties will allow it to meet its
Year 2000 compliance schedule.  However, the success of the Year 2000 compliance
program is based on the availability of a variety of technical experts, expected
successful  software  modifications  being  performed by third  parties,  timely
delivery of new software and hardware systems,  and other factors.  A deficiency
with respect to any of these factors could cause a failure in the company's Year
2000 program,  in whole or in part.  The failure to correct a material Year 2000
problem  could result in an  interruption  in, or a failure of,  certain  normal
business activities or operations, which could have a material adverse effect on
the company's results of operations,  liquidity or financial  condition.  Due to
the inherent  uncertainty  in the Year 2000 problem,  particularly  in regard to
third party vendor and customer  Year 2000  readiness,  the company is unable to
determine at this time whether the  consequences of any Year 2000 disruptions or
failures  will have a  material  adverse  effect  on the  company's  results  of
operations,   liquidity  or  financial  condition.  However,  based  on  current
information,  the most  reasonably  likely worst case scenario would involve the
temporary  disruption of the company's ability to fulfill customer orders and no
material  adverse effect on the company's  financial  condition is expected from
this specific scenario.


Part II - Other Information
Item 1.   Legal Proceedings

         There  have  been  no  material  developments  in  any  of  the  legal
         proceedings  described in the company's Annual Report on Form 10-K for
         the year ended December 31, 1998.


Item 6.  Exhibits and Reports on Form 8-K

     11. Computation  of earnings per share for the quarters  March 31,
         1999 and 1998.

     27. Article 5 of Regulation S-X Financial Data Schedule
         for the first quarter.







                                     -12-
<PAGE>
                                  SIGNATURES


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




                                                 CRANE CO.
                                                REGISTRANT



Date August 13, 1999                 By /s/       D.S. Smith
                                           D.S. SMITH
                                       Vice President and Chief
                                           Financial Officer




Date August 13, 1999                 By /s/       M.L. Raithel
                                           M.L. RAITHEL
                                            Controller

































                                     -13-
<PAGE>
<TABLE>
                          Crane Co. and Subsidiaries
                            Exhibit 11 to Form 10-Q
                  Computation of Net Income per Common Share
                   (In Thousands, Except Per Share Amounts)

<CAPTION>
                                  Three Months Ended     Six Months Ended
                                        June 30,             June 30,
                                     1999      1998       1999     1998
     <S>                            <C>     <C>          <C>      <C>

Basic Net Income Per Share:

  Net Income                       $39,311   $36,557    $72,977   $66,456

  Average Basic Shares              67,890    68,466     68,090    68,469
Outstanding

  Basic Net Income Per Share         $ .58     $ .53      $1.07     $ .97


Diluted Net Income Per Share:

  Net Income                       $39,311   $36,557    $72,977   $66,456

  Average Basic Shares              67,890    68,466     68,090    68,469
Outstanding

  Add Diluted Effect of Stock
Options                                621       932        612       963

  Average Diluted Shares
Outstanding                         68,511    69,398     68,702    69,432

  Diluted Net Income Per Share       $ .57     $ .53      $1.06     $ .96
</TABLE>























                                     -14-

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER>1,000

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>               DEC-31-1999
<PERIOD-END>                    Jun-30-1999
<CASH>                                7,548
<SECURITIES>                              0
<RECEIVABLES>                       330,521
<ALLOWANCES>                          6,479
<INVENTORY>                         324,042
<CURRENT-ASSETS>                    700,467
<PP&E>                              642,317
<DEPRECIATION>                      344,274
<TOTAL-ASSETS>                    1,430,869
<CURRENT-LIABILITIES>               335,976
<BONDS>                             318,785
<COMMON>                             72,426
                     0
                               0
<OTHER-SE>                          612,279
<TOTAL-LIABILITY-AND-EQUITY>      1,430,869
<SALES>                           1,186,069
<TOTAL-REVENUES>                  1,186,069
<CGS>                               856,943
<TOTAL-COSTS>                     1,063,878
<OTHER-EXPENSES>                      4,064
<LOSS-PROVISION>                          0
<INTEREST-EXPENSE>                   13,113
<INCOME-PRETAX>                     113,142
<INCOME-TAX>                         40,165
<INCOME-CONTINUING>                  72,977
<DISCONTINUED>                            0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                         72,977
<EPS-BASIC>                          1.07
<EPS-DILUTED>                          1.06


</TABLE>


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