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 March 31, 2002
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
(Registrants 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 issuers classes of common stock, as of
April 30, 2002:
Common stock, $1.00 Par Value 59,762,046 shares
Part I - Financial Information
Item 1. Financial Statements
Crane Co. and Subsidiaries
Consolidated Statements of Income
(In Thousands, Except Per Share Amounts)
(Unaudited)
Three Months Ended
March 31,
2002 2001
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Net Sales $371,545 $379,283
Operating Costs and Expenses:
Cost of sales 247,563 248,954
Selling, general and
administrative 75,166 71,502
Depreciation and amortization 12,002 21,492
334,731 341,948
Operating Profit 36,814 37,335
Other Income (Expense):
Interest income 450 355
Interest expense (4,491) (4,779)
Miscellaneous - net (1,732) (1,713)
(5,773) (6,137)
Income Before Taxes 31,041 31,198
Provision for Income Taxes 10,244 10,919
Net Income $ 20,797 $ 20,279
Basic Net Income Per Share $.35 $.34
Average Basic Shares Outstanding 59,786 60,212
Diluted Net Income Per Share $.35 $.33
Average Diluted Shares Outstanding 60,188 60,774
Dividends Per Share $.10 $.10
See Notes to Consolidated Financial Statements
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Part I - Financial Information
Item 1. Financial Statements
Crane Co. and Subsidiaries
Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Amounts)
(Unaudited)
March 31, December 31,
2002 2001 2001
Assets
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Current Assets:
Cash and cash equivalents $ 12,969 $ 2,557 $ 21,163
Accounts receivable 232,199 229,330 217,636
Inventories:
Finished goods 69,565 84,511 68,421
Finished parts and subassemblies 63,728 50,889 64,965
Work in process 28,693 27,633 28,990
Raw materials 74,428 72,355 81,814
236,414 235,388 244,190
Other Current Assets 38,148 39,473 40,268
Total Current Assets 519,730 506,748 523,257
Property, Plant and Equipment:
Cost 645,448 588,586 636,272
Less: accumulated depreciation 375,066 346,831 360,479
270,382 241,755 275,793
Other Assets 70,804 39,894 72,622
Intangibles 44,567 40,993 41,970
Goodwill 375,545 315,281 378,473
$1,281,028 $1,144,671 $1,292,115
See Notes to Consolidated Financial Statements
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Part I - Financial Information
Item 1. Financial Statements
Crane Co. and Subsidiaries
Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Amounts)
(Unaudited)
March 31, December 31,
2002 2001 2001
Liabilities and Shareholders Equity
<s> <c> <c> <c>
Current Liabilities:
Current maturities of long-term debt $ 375 $ 325 $ 375
Loans payable 2,402 13,686 1,443
Accounts payable 94,702 94,272 84,707
Accrued liabilities 126,927 107,435 136,690
U.S. and foreign taxes on income 29,409 23,477 25,924
Total Current Liabilities 253,815 239,195 249,139
Long-Term Debt 279,617 220,245 302,368
Deferred Income Taxes 17,209 28,004 20,888
Other Liabilities 21,042 22,411 22,911
Accrued Postretirement Benefits 27,548 29,180 27,694
Accrued Pension Liability 18,501 10,702 17,820
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 105,517 101,144 103,754
Retained earnings 802,356 739,391 789,244
Accumulated other comprehensive loss (40,449) (38,581) (34,461)
Common stock held in treasury (276,554) (279,446) (279,668)
Total Common Shareholders Equity 663,296 594,934 651,295
$1,281,028 $1,144,671 $1,292,115
Common Stock Issued 72,426 72,426 72,426
Less Common Stock held in Treasury (12,587) (12,775) (12,736)
Common Stock Outstanding 59,839 59,651 59,690
See Notes to Consolidated Financial Statements
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Part I - Financial Information (Contd.)
Item 1. Financial Statements
Crane Co. and Subsidiaries
Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)
Three Months Ended
March 31,
2002 2001
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Operating activities:
Net income $20,797 $20,279
Depreciation 10,305 9,304
Amortization 1,697 6,056
Non-cash special charges stock based retirement costs - 6,132
Deferred income taxes 1,941 714
Cash used for operating working capital (6,167) (15,264)
Other (1,496) 1,938
Total provided by operating activities 27,077 29,159
Investing activities:
Capital expenditures (6,479) (5,988)
Payments for acquisitions (1,650) (7,738)
Proceeds from disposition of capital assets 462 167
Total used for investing activities (7,667) (13,559)
Financing activities:
Equity:
Dividends paid (5,983) (6,025)
Reacquisition of shares-open market - (26,803)
Reacquisition of shares-stock incentive programs (273) (1,365)
Stock options exercised 1,011 3,945
Net equity (5,245) (30,248)
Debt
Proceeds from issuance of long-term debt 103 7,068
Repayments of long-term debt (22,954) -
Net increase (decrease) in short-term debt 630 (121)
Net debt (22,221) 6,947
Total used for financing activities (27,466) (23,301)
Effect of exchange rate on cash and cash equivalents (138) (668)
Decrease in cash and cash equivalents (8,194) (8,369)
Cash and cash equivalents at beginning of period 21,163 10,926
Cash and cash equivalents at end of period $ 12,969 $ 2, 557
Detail of Cash Provided by (Used for) Operating Activities
Working capital:
Accounts receivable $(15,985) $(23,385)
Inventories 6,735 (969)
Other current assets (630) (1,400)
Accounts payable 10,486 2,787
Accrued liabilities (10,313) 4,130
U.S. and foreign taxes on income 3,540 3,573
Total $ (6,167) $(15,264)
Supplemental disclosure of cash flow information:
Interest paid $3,772 $5,322
Income taxes paid 6,759 7,499
See Notes to Consolidated Financial Statements
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Part I - Financial Information (Contd.)
Notes to Consolidated Financial Statements (Unaudited)
1. The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial reporting and the
instructions to Form 10-Q and, therefore reflect all adjustments which are,
in the opinion of management, necessary for a fair statement of the results
for the interim period presented. Certain prior period amounts have been
reclassified to conform to the 2002 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, 2001.
2. Net Sales, gross profit and operating profit by segment are as follows:
Three Months Ended
March 31,
2002 2001
(In Thousands)
Net Sales:
Aerospace $ 82,454 $ 99,375
Engineered Materials 67,147 76,721
Merchandising 42,976 57,703
Fluid Handling 163,128 116,386
Crane Controls 15,857 29,775
Intersegment Elimination (17) (677)
Total $371,545 $379,283
Gross Profit:
Aerospace $ 33,187 $ 45,080
Engineered Materials 18,316 18,495
Merchandising 13,788 20,412
Fluid Handling 43,962 29,016
Crane Controls 6,363 9,830
Goodwill Amortization - (4,320)
Intersegment Elimination (12) 46
Total $115,604 $118,559
Operating Profit (Loss):
Aerospace $15,370 $25,166
Engineered Materials 11,016 10,029
Merchandising 4,377 9,514
Fluid Handling 12,217 7,898
Crane Controls 795 433
Corporate (6,917) (11,411)
Goodwill Amortization - (4,320)
Intersegment Elimination (44) 26
Total $ 36,814 $ 37,335
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Part I - Financial Information (Contd.)
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 $18.0 million at March 31, 2002, $22.1
million at March 31, 2001, and $18.9 million at December 31, 2001.
4. Goodwill and Intangible Assets
Goodwill is the excess of purchase price over fair value of net assets
acquired in business combinations accounted for under the purchase method.
Goodwill is not being amortized in 2002 in accordance with the provisions
of Statement of Financial Accounting Standards No. 142 (SFAS 142),
Goodwill and Other Intangible Assets. Intangible assets, primarily
relating to tradenames, patents and drawings, are amortized on a
straight-line basis over their estimated useful lives which range from five
to twenty years. Accumulated amortization was $25.1 million at March 31,
2002, $23.6 million at March 31, 2001 and $24.2 million at December 31,
2001.
5. SFAS 142 Transitional Reporting Requirements
In accordance with SFAS 142, prior period earnings were not restated,
reconciliation of the previously reported net income and earnings per share
for the three months ended March 31, 2001 to the amounts adjusted for the
reduction of amortization expense, net of related income tax effect, is as
follows:
Three months ended
March 31,
---------------------
2002 2001
---------- ---------
Net income, as reported $ 20,797 $ 20,279
Add back: goodwill amortization, net of income taxes - 4,106
---------- ---------
Net income, adjusted $ 20,797 $ 24,385
========== =========
Basic earnings per share:
Net income, as reported $ 0.35 $ 0.34
Add back: goodwill amortization, net of income taxes - 0.07
---------- ---------
Net income, adjusted $ 0.35 $ 0.41
========== =========
Diluted earnings per share:
Net income, as reported $ 0.35 $ 0.33
Add back: goodwill amortization - 0.07
---------- ---------
Net income, adjusted $ 0.35 $ 0.40
========== ========
The Company has adopted SFAS 142 effective January 1, 2002. SFAS 142 requires
the discontinuance of amortization of goodwill and intangible assets with
indefinite useful lives, but requires instead that they be tested for impairment
at least annually in accordance with the provisions of SFAS 142. In addition,
SFAS 142 includes provisions for the reclassification of certain existing
recognized intangibles as goodwill, reassessment of the useful lives of existing
recognized intangibles, reclassification of certain intangibles out of
previously reported goodwill and the identification of reporting units for -7-
Part I - Financial Information (Contd.)
purposes of assessing potential future impairments of goodwill. SFAS 142 also
requires the Company to complete a transitional goodwill impairment test as of
January 1, 2002 no later than June 30, 2002. Any transitional impairment loss
would be recognized as the cumulative effect of a change in accounting principle
in the Company s statement of income.
As of March 31, 2002, the Company has unamortized goodwill of $376 million and
intangible assets of $45 million including $7.5 million of tradenames with
indefinite useful lives. Goodwill amortization was $4.3 million for the three
months ended March 31, 2001. Amortization expense related to intangible assets
was $.9 million for the three months ended March 31, 2002 and 2001 and is
expected to range from approximately $3.0 million to $3.5 million each year
between 2003 and 2007.
The initial transitional goodwill impairment test will be completed, as
required, by the end of the second quarter and any impairment loss reflected as
a change in accounting in 2002.
Changes to goodwill and intangible assets during the quarter ended March 31,
2002, including the effects of adopting the new accounting standard, follow.
Goodwill Intangible assets
Balance at December 31, 2001, net of
accumulated amortization $378,473 $41,970
Intangible assets reclassified out of goodwill (3,180) 3,180
Additions during the period 1,157 500
Translation and other adjustments (905) (160)
Amortization expense - (923)
-------- -------
Balance at March 31, 2002, net of
accumulated amortization $375,545 $44,567
======== =======
Effective January 1, 2002, Crane Co. adopted SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This statement amends previous
accounting and disclosure requirements for impairments and disposals of
long-lived assets. The adoption of SFAS 144 has not had a significant impact on
the company s financial position and results of operations.
In June 2001, the Financial Accounting Standards Board issued SFAS No. 143,
"Accounting for Asset Retirement Obligations." This statement establishes
standards for accounting for obligations associated with the retirement of
tangible long-lived assets. Crane Co. must adopt this standard on January 1,
2003. Management is currently assessing the details of the standard and is
preparing a plan of implementation.
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Part I - Financial Information (Contd.)
6. Total comprehensive income for the three-month period ended March 31, 2002
and 2001 was as follows:
(In thousands) Three Months Ended
March 31,
2002 2001
Net Income $20,797 $20,279
Foreign currency translation adjustments (5,988) (7,485)
Comprehensive Income $14,809 $12,794
Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended March 31, 2002
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 10-Q, 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, 2001 filed
with the Securities and Exchange Commission.
Results from Operations
First Quarter of 2002 Compared to First Quarter of 2001
Net income for the first quarter of 2002 was $20.8 million, or $.35 per diluted
share, compared with $20.3 million, or $.33 per diluted share for the first
quarter of 2001. The 2001 results included a special non-cash charge of $6.1
million pre-tax ($4.0 million after-tax or $.07 per diluted share outstanding)
resulting from the retirement of R. S. Evans as the Company s Chief Executive
Officer and represents stock-based retirement costs that previously were being
amortized to an anticipated retirement at age 65.
Operating profit for the first quarter of 2002 was $36.8 million on sales of
$371.5 million compared with $37.3 million on sales of $379.3 million for the
first quarter of 2001. Operating profit for 2001 included the $6.1 million
non-cash special charge ($.07 per share after tax) representing nonrecurring
stock-based retirement costs of the Company s former Chief Executive Officer and
$4.3 million of goodwill amortization ($.07 per share after tax).
Operating profit discussions throughout this release (except where indicated)
compare the current year, which eliminates goodwill amortization as of January
1, 2002 upon adoption of mandatory new accounting requirements, to the prior
year as reported which includes goodwill amortization. The initial transitional
goodwill impairment test will be completed, as required, by the end of the
second quarter and any impairment loss reflected as a change in accounting in
2002.
Order backlog at March 31, 2002 totaled $425.3 million declining $108.0 million,
or 20.3%, from March 31, 2001 and declining 8.1% from December 31, 2001,
reflective of the sharp decline in the commercial and general aviation markets
and fulfillment of orders in 2001 for coin-changing and coin-validation
equipment for the Euro conversion.
Net sales from domestic businesses were 71% of the quarter s total net sales in
2002 and the same for the three-month period of 2001. Operating profit from
domestic businesses was 71% and 68% (73% before the special charge) of total
operating profit for 2002 and 2001, respectively. Operating profit margins for
domestic businesses were 9.5% in 2002 compared with 9.4% in 2001 (11.7% before
the special charge). Operating profit margins for non-US businesses were 10.9%
in 2002 and 2001.
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Part I - Financial Information (Contd)
Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended March 31, 2002
Aerospace sales of $82.5 million were $16.9 million, or 17%, lower for the
first quarter of 2002 compared with the first quarter of 2001. Operating profit
of $15.4 million decreased $9.1 million, or 37%, in the first quarter of 2002
while margins declined to 18.6% from 24.6% for the comparable period last year.
These results were principally due to a 27% decline in high-margin aftermarket
spares shipments coupled with reduced shipments to OEM customers in the
commercial and general aviation markets. Shipments exceeded new orders by $24.0
million as the backlog declined to $226.3 million from $250.3 million at
December 31, 2001. Aerospace orders remain weak. Although Aerospace orders
improved 8% from the weak fourth quarter 2001 levels, they were 45% below the
first quarter of 2001. While evidence of a recovery in the airline industry has
been reported, we have yet to see the improvement in our order book. This
business continues to invest in new product development focused on safety and
reduced cost of ownership for airlines, while continuing to exercise strict cost
control and to size its workforce to current business conditions. Management
continues to expect an operating profit decline of approximately 30% for 2002
(excluding goodwill amortization from both periods).
Engineered Materials sales of $67.1 million decreased $9.6 million, or 12%,
for the first quarter of 2002 compared with the first quarter of 2001 primarily
due to the absence of $9 million of sales from the Canadian plumbing business,
which was sold in the third quarter of 2001. Segment operating profit increased
$2.6 million, or 31%, to $11.0 million in the first quarter of 2002 versus $8.4
million in the first quarter of 2001, and margins improved to 16.4% compared to
11.0% for last year s first quarter. This improvement was driven by Kemlite s
increased shipments to the RV market, cost reduction initiatives and the absence
of losses from the plumbing business. Partly offsetting these favorable impacts
were reduced profits at Resistoflex reflecting continued weakness in the
chemical process industry. The favorable comparison also reflects $1.6 million
of goodwill amortization in the first quarter of 2001. Order backlog at March
31, 2002 was $19.8 million, an increase of $1.2 million, or 6%, from March 31,
2001 and an increase of $4.7 million from December 31, 2001 reflecting strong
performance of the Company s products in the RV marketplace. Management
continues to expect operating results for 2002 to remain flat (excluding
goodwill amortization from both periods) as improvements from the RV market are
expected to offset the impacts from depressed transportation and chemical
process markets.
Merchandising Systems sales of $43.0 million were $14.7 million, or 26%,
lower for the first quarter of 2002 compared with the first quarter of 2001.
Segment operating profit was $4.4 million, a 50% decline from prior year,
because of sharply lower sales at NRI reflecting the completion of the Euro
conversion. Operating profit margins were 10.2% in the first quarter of 2002
compared with 15.3% in the first quarter of 2001 as a result of lower volume.
National Vendors returned to profitability in the first quarter on sales which
were 17% below the prior year level, as a result of strong cost containment
efforts. This business continued to strengthen its management team and invest in
new products during the quarter. NRI was solidly profitable as it continued to
resize its business in line with the anticipated lower sales. Order backlog at
March 31, 2002 was $22.3 million which decreased $55.4 million from March 31,
2001 a result of the completion of the Euro conversion. Management continues to
expect operating results to be 50% to 60% lower for 2002 (excluding goodwill
amortization from both periods). This decline reflects the completion of the
Euro conversion in 2001 somewhat offset by slight improvement in the domestic
automated merchandising market in 2002.
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Part I - Financial Information (Contd)
Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended March 31, 2002
Fluid Handling sales of $163.1 million increased $46.7 million, or 40%, for
the first quarter of 2002 compared with the first quarter of 2001. Operating
profit increased $5.2 million ($4.3 million excluding goodwill amortization in
2001) to $12.2 million in the first quarter of 2002 versus $7.0 million in the
first quarter of 2001. Excluding acquisitions, sales were down 6% but operating
profits increased. Operating profit margins were favorable at 7.5% in the first
quarter of 2002 compared with 6.8% (excluding goodwill amortization) in the
comparable prior year period. Crane s valve business sales totaled $114.5
million, an increase of $51.7 million, due to acquisitions. Excluding
acquisitions, valve sales were down 2% as higher shipments to the power and
marine markets were more than offset by lower sales in Crane s short-cycle
distribution businesses. Valve operating profit showed strong improvement
(excluding acquisitions and goodwill amortization in 2001) on the lower revenues
as a result of improved operating efficiencies. Sales in our short-cycle pump
business were down 18%, generating margins in the 7% range. Crane Supply sales
were up slightly from the prior year level with improved margins reflecting
management s continued focus on optimizing product profitability. Order backlog
at March 31, 2002 was $138.5 million, an increase of $36.6 million, or 36%, from
March 31, 2001 reflecting the addition of Xomox and Crane Process Flow
Technologies. Operating results for 2002 are expected to improve significantly
from 2001 due to margin improvement initiatives, the full year impact of 2001
acquisitions and strong order backlog in power generation and marine markets
(excluding goodwill amortization from both periods).
Controls sales of $15.9 million decreased $13.9 million, or 47%, for the
first quarter of 2002 compared with the first quarter of 2001. The decrease was
largely due to the absence of Ferguson, which now as a joint venture is recorded
under the equity method of accounting by which Crane s share of profits is
included in the miscellaneous-net line of the income statement, and the absence
of Powers Process Controls which was sold in September 2001. Operating profit
increased $.8 million in the first quarter of 2002 compared to the first quarter
of 2001 primarily due to the exclusion of Ferguson in segment results, as noted
above, which operated at a loss in the first quarter of last year. Operating
results for 2002 are expected to increase over 2001 (excluding goodwill
amortization from both periods) reflecting the elimination of $2.1 million of
losses in 2002 incurred under the prior Ferguson business model in 2001 and
stable 2002 results at the remaining businesses.
Liquidity and Capital Resources
For the three period ended March 31, 2002, the Company generated $27.1 million
of cash from operating activities, versus $29.2 million in 2001. Net debt
totaled 28.9% of capital at March 31, 2002 compared with 28.0% at March 31,
2001. The current ratio at March 31, 2002 was 2.0 with working capital totaling
$265.9 million compared with 2.1 and $267.6 at March 31, 2001. The Company had
unused credit lines of $390.7 million available at March 31, 2002. During the
first three months of 2002, the Company paid $6.0 million in dividends and
decreased debt by $22.2 million.
The Company s cash flows and earnings are subject to fluctuations from changes
in interest rates and foreign currency exchange rates. The Company manages its
exposures to these market risks through internally established policies and
procedures and, when deemed appropriate, through the use of interest rate swap
agreements and forward exchange contracts. Of the $279.6 million in long-term
debt outstanding at March 31, 2002, $200 million was at a fixed rate of interest
ranging from 6.75% to 8.50%. The remaining $79.6 million is at a floating rate
of interest presently 2.23% at March 31, 2002. In February 2002, the Company
entered into a two year interest rate swap agreement with JPMorganChase Bank
which converts $100 million of 8.5% fixed rate debt to LIBOR plus 4.985%. The
swap agreement terminates on March 15, 2004. At March 31, 2002 the amounts
outstanding for forward exchange contracts were not material. The Company does
not enter into derivatives or other financial instruments for trading or
speculative purposes.
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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, 2001.
Item 4. Submission of Matters to a vote of Security Holders
A) The Annual Meeting of shareholders was held on April 22, 2002.
B) The following three Directors were re-elected to serve for three years
until the Annual Meeting of 2005.
Mr. E.Thayer Bigelow, Jr.
Vote for - 53,219,972
Vote withheld - 743,127
Mr. Jean Gaulin
Vote for - 53,210,808
Vote withheld - 752,291
Mr. Charles J. Queenan, Jr.
Vote for - 52,484,759
Vote withheld - 1,478,537
C) The shareholders approved the selection of Deloitte & Touche LLP as
independent auditors for the Company for 2002.
Vote for - 52,253,603
Vote against - 1,357,250
Abstained - 352,443
D) The shareholders rejected the adoption of the MacBride Principles in
reference to the Company s operations in Northern Ireland.
Vote for - 5,933,922
Vote against - 39,987,451
Abstained - 8,041,923
Item 6. Exhibits and Reports on Form 8-K
There were no reports filed on Form 8-K during the quarter ended
March 31, 2002.
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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 May 14,2002 By /s/ M. L. Raithel
M. L. Raithel
Vice President and Chief
Financial Officer
Date May 14,2002 By /s/ J.Atkinson Nano
J.Atkinson Nano
Vice President, Controller
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