8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 21, 2008

CRANE CO.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

1-1657	13-1952290
(Commission File Number)	(IRS Employer Identification No.)

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

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

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 2 – FINANCIAL INFORMATION

Item 2.02 Results of Operations and Financial Condition.

On April 21, 2008, Crane Co. announced its results of operations for the quarter ended March 31, 2008. Copies of the related press release and quarterly financial data supplement are being furnished as Exhibits 99.1 and 99.2 to this Form 8-K.

The information furnished under Item 2.02 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

SECTION 8 – OTHER EVENTS

Item 8.01 Other Events

Asbestos Liability

Information Regarding Claims and Costs in the Tort System

As of March 31, 2008, the Company was a defendant in cases filed in various state and federal courts alleging injury or death as a result of exposure to asbestos. Activity related to asbestos claims during the periods indicated was as follows:

	Three Months Ended March 31,				Year Ended December 31, 2007
	2008		2007
Beginning claims	80,999		85,941		85,941
New claims	1,041		1,095		3,417
Settlements	(337	)	(529	)	(1,441	)
Dismissals	(600	)	(623	)	(6,918	)
Ending claims *	81,103		85,884		80,999

* Does not include 36,347 maritime actions that were filed in the United States District Court for the Northern District of Ohio and transferred to the Eastern District of Pennsylvania pursuant to an order by the Federal Judicial Panel on Multi-District Litigation (“MDL”). These claims have been placed on the inactive docket of cases that are administratively dismissed without prejudice in the MDL.

Of the 81,103 pending claims as of March 31, 2008, approximately 25,000 claims were pending in New York, approximately 24,000 claims were pending in Mississippi, approximately 9,000 claims were pending in Texas and approximately 3,500 claims were pending in Ohio, all jurisdictions in which legislation or judicial orders restrict the types of claims that can proceed to trial on the merits.

Since the termination of the comprehensive master settlement agreement (“MSA”) on January 24, 2005, the Company has been resolving claims filed against it in the tort system. The Company has not re-engaged in discussions with representatives of current or future asbestos claimants with respect to such a comprehensive settlement. While the Company believes that federal legislation to establish a trust fund to compensate asbestos claimants is the most appropriate solution to the asbestos litigation problem, there is substantial uncertainty regarding whether this will occur and, if so, when and on what terms. The Company remains committed to exploring all feasible alternatives available to resolve its asbestos liability in a manner consistent with the best interests of the Company’s shareholders.

Substantially all of the claims the Company resolves are concluded through settlements. The Company tried the Joseph Norris asbestos claim (the “Norris Claim”) to verdict in California, however, and received an adverse jury verdict on September 15, 2006. On October 10, 2006, the court entered judgment on this verdict against the Company in the amount of $2.15 million, together with interest thereon at the rate of 10% per annum until paid. The Company does not believe that the verdict was supported by the evidence. The Company appealed the judgment, and on March 11, 2008, the California Court of Appeal, Second District, delivered its opinion affirming the judgment. The Company has filed a petition for review by the California Supreme Court.

During the fourth quarter of 2007 and the first quarter of 2008, the Company tried several cases resulting in defense verdicts by the jury or directed verdicts for the defense by the court. However, on March 14, 2008, the Company received an adverse verdict in the James Baccus claim in Philadelphia, Pennsylvania, with compensatory damages of $2.45 million and additional damages of $11.9 million. The Company has filed a post-trial motion asserting numerous errors in the trial proceedings, and no judgment has been entered on the trial verdict. The Company intends to pursue all available rights to appeal the verdict.

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The gross settlement and defense costs incurred (before insurance recoveries and tax effects) for the Company in the three-month period ended March 31, 2008 and 2007 totaled $22.5 million and $21.1 million, respectively. In contrast to the recognition of settlement and defense costs that reflect the current level of activity in the tort system, cash payments and receipts generally lag the tort system activity by several months or more, and may show some fluctuation from quarter to quarter. Cash payments of settlement amounts are not made until all releases and other required documentation are received by the Company, and reimbursements of both settlement amounts and defense costs by insurers may be uneven due to insurer payment practices, transitions from one insurance layer to the next excess layer and the payment terms of certain reimbursement agreements. The Company’s total pre-tax cash receipts/payments for settlement and defense costs, including payments from insurers, in the three-month period ended March 31, 2008 and 2007 totaled a $2.1 million net payment and $21.2 million net receipt, (reflecting the January 2007 receipt of $31.5 million in previously escrowed funds from Equitas), respectively. Detailed below are the comparable amounts for the periods indicated.

	Three Months Ended March 31,					Year Ended December 31, 2007		Cumulative to Date Through March 31, 2008
(in millions)	2008		2007
Settlement costs incurred (1)	$	12.1	$	11.2		$	41.6	$	136.2
Defense costs incurred (1)		10.4		9.9			45.9		172.8
Total costs incurred	$	22.5	$	21.1		$	87.5	$	309.0
Pre-tax cash payments/(receipts)(2)	$	2.1	($	21.2	)	$	10.2	$	138.0

(1) Before insurance recoveries and tax effects.

(2) Net of payments received from insurers, including a $31.5 million payment from Equitas in January 2007. Amounts include certain legal fees and expenses related to the terminated MSA in 2005.

The amounts shown for settlement and defense costs incurred, and cash payments, are not necessarily indicative of future period amounts, which may be higher or lower than those reported.

Effects on the Consolidated Financial Statements

The Company has retained the firm of Hamilton, Rabinovitz & Associates, Inc. (“HR&A”), a nationally recognized expert in the field, to assist management in estimating the Company’s asbestos liability in the tort system. HR&A reviews information provided by the Company concerning claims filed, settled and dismissed, amounts paid in settlements and relevant claim information such as the nature of the asbestos-related disease asserted by the claimant, the jurisdiction where filed and the time lag from filing to disposition of the claim. The methodology used by HR&A to project future asbestos costs is based largely on the Company’s experience during the two full preceding calendar years (and additional quarterly periods to the estimate date) for claims filed, settled and dismissed. The Company’s experience is then compared to the results of previously conducted epidemiological studies estimating the number of individuals likely to develop asbestos-related diseases. Those studies were undertaken in connection with national analyses of the population of workers believed to have been exposed to asbestos. Using that information, HR&A estimates the number of future claims that would be filed against the Company, as well as the related settlement or indemnity costs that would be incurred to resolve those claims. This methodology has been accepted by numerous courts. After discussions with the Company, HR&A augments its liability estimate for the costs of defending asbestos claims in the tort system using a forecast from the Company which is based upon discussions with its defense counsel. Based on this information, HR&A compiles an estimate of the Company’s asbestos liability for pending and future claims, based on claim experience over the past two to three years and covering claims expected to be filed through the indicated period. Although the methodology used by HR&A will also show claims and costs for subsequent periods (up to and including the endpoint of the asbestos studies referred to above), management believes that the level of uncertainty regarding the various factors used in estimating future asbestos costs is too great to provide for reasonable estimation of the number of future claims, the nature of such claims or the cost to resolve them for years beyond the indicated estimate.

In the Company’s view, the forecast period used to provide the best estimate for asbestos claims and related liabilities and costs is a judgment based upon a number of trend factors, including the number and type of claims being filed each year, the jurisdictions where such claims are filed and the effect of any legislation or judicial orders in such jurisdictions restricting the types of claims that can proceed to trial on the merits and the likelihood of any comprehensive asbestos legislation at the federal level. In addition, the dynamics of asbestos litigation in the tort system have been significantly affected over the past five to ten years by the substantial number of companies that have filed for bankruptcy protection, thereby staying any asbestos claims against them until the conclusion

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of such proceedings, and the establishment of a number of post-bankruptcy trusts for asbestos claimants, which are estimated to hold $25 billion for payments to current and future claimants. These trend factors have both positive and negative effects on the dynamics of asbestos litigation in the tort system and the related best estimate of the Company’s asbestos liability, and these effects do not move in a linear fashion but rather change over multi-year periods. Accordingly, the Company’s management monitors these trend factors over time and periodically assesses whether an alternative forecast period is appropriate.

Liability Estimate. With the assistance of HR&A, effective as of September 30, 2007, the Company updated and extended its estimate of the asbestos liability, including the costs of settlement or indemnity payments and defense costs relating to currently pending claims and future claims projected to be filed against the Company through 2017. The Company’s previous estimate was for asbestos claims filed through 2011. As a result of this updated estimate, the Company recorded an additional liability of $586 million as of September 30, 2007. The Company’s decision to take this action at such date was based on several factors. First, the number of asbestos claims being filed against the Company has moderated substantially over the past several years, and in the Company’s opinion, the outlook for asbestos claims expected to be filed and resolved in the forecast period is reasonably stable. Second, these claim trends are particularly true for mesothelioma claims, which constitute only 5% of the Company’s total pending asbestos claims. Over the past five years, mesothelioma claims account for approximately 89% of the Company’s aggregate settlement and defense costs. Third, federal legislation that would significantly change the nature of asbestos litigation failed to pass in 2006, and in the Company’s opinion, the prospects for such legislation at the federal level are remote. Fourth, there have been significant actions taken by certain state legislatures and courts over the past several years that have reduced the number and types of claims that can proceed to trial, which has been a significant factor in stabilizing the asbestos claim activity. Fifth, the Company has now entered into coverage-in-place agreements with a majority of its excess insurers, which enables the Company to project a more stable relationship between settlement and defense costs paid by the Company and reimbursements from its insurers. Taking all of these factors into account, the Company believes that it can reasonably estimate the asbestos liability for pending claims and future claims to be filed through 2017. While it is probable that the Company will incur additional charges for asbestos liabilities and defense costs in excess of the amounts currently provided, the Company does not believe that any such amount can be reasonably estimated beyond 2017. Accordingly, no accrual has been recorded for any costs which may be incurred for claims made subsequent to 2017.

Management has made its best estimate of the costs through 2017 based on the analysis by HR&A completed in October 2007. A liability of $1,055 million was recorded as of September 30, 2007 to cover the estimated cost of asbestos claims now pending or subsequently asserted through 2017, of which approximately 68% is attributable to settlement and defense costs for future claims projected to be filed through 2017. The liability is reduced when cash payments are made in respect of settled claims and defense costs. The liability was $1,012 million as of March 31, 2008. It is not possible to forecast when cash payments related to the asbestos liability will be fully expended; however, it is expected such cash payments will continue for a number of years past 2017, due to the significant proportion of future claims included in the estimated asbestos liability and the lag time between the date a claim is filed and when it is resolved.

Estimation of the Company’s ultimate exposure for asbestos-related claims is subject to significant uncertainties, as there are multiple variables that can affect the timing, severity and quantity of claims. The Company cautions that its estimated liability is based on assumptions with respect to future claims, settlement and defense costs based on recent experience during the last few years that may not prove reliable as predictors. A significant upward or downward trend in the number of claims filed, depending on the nature of the alleged injury, the jurisdiction where filed and the quality of the product identification, or a significant upward or downward trend in the costs of defending claims, could change the estimated liability, as would substantial adverse verdicts at trial. A legislative solution or a revised structured settlement transaction could also change the estimated liability.

Insurance Coverage and Receivables. Prior to 2005, a significant portion of the Company’s settlement and defense costs were paid by its primary insurers. With the exhaustion of that primary coverage, the Company began negotiations with its excess insurers to reimburse the Company for a portion of its settlement and defense costs as incurred. To date, the Company has entered into agreements providing for such reimbursements, known as “coverage-in-place”, with nine of its excess insurer groups, and on March 3, 2008, the Company reached agreement with certain London Market Insurance Companies, North River Insurance Company and TIG Insurance Company, confirming the aggregate amount of available coverage under certain London policies and setting forth a schedule for future reimbursement payments to the Company based on aggregate indemnity and defense payments made. In addition, with three of its excess insurer groups, the Company entered into policy buyout agreements, settling all asbestos and other coverage obligations for an agreed sum, totaling $46.8 million in aggregate. The Company is in discussions with or expects to enter into additional coverage-in-place agreements with other of its excess insurers whose policies are expected to respond to the aggregate costs included in the updated liability estimate. Under such coverage-in-place agreements, an insurer’s policies remain in force and the insurer undertakes to provide coverage for the Company’s present and future asbestos claims on specified terms and conditions that address, among other things, the share of asbestos claims costs to be paid by the insurer, payment terms, claims handling procedures and the expiration of the insurer’s obligations. Reimbursements from such insurers for past and ongoing settlement and defense costs

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allocable to their policies have been made as coverage-in-place and other agreements are reached with such insurers. All of these agreements include provisions for mutual releases, indemnification of the insurer and, for coverage-in-place, claims handling procedures.

The same factors that affect developing estimates of probable settlement and defense costs for asbestos-related liabilities also affect estimates of the probable insurance payments, as do a number of additional factors. These additional factors include the financial viability of the insurance companies, the method by which losses will be allocated to the various insurance policies and the years covered by those policies, how settlement and defense costs will be covered by the insurance policies and interpretation of the effect on coverage of various policy terms and limits and their interrelationships. In addition, the timing and amount of reimbursements will vary because the Company’s insurance coverage for asbestos claims involves multiple insurers, with different policy terms and certain gaps in coverage. In addition to consulting with legal counsel on these insurance matters, the Company retained insurance consultants to assist management in the estimation of probable insurance recoveries based upon the aggregate liability estimate described above and assuming the continued viability of all solvent insurance carriers. After considering the foregoing factors and consulting with legal counsel and such insurance consultants, the Company determined its probable insurance reimbursement rate for the aggregate liability recorded as of September 30, 2007 to be 33%. An asset of $351 million was recorded as of September 30, 2007 representing the probable insurance reimbursement for such claims. The asset is reduced as reimbursements and other payments from insurers are received. The asset was $328 million as of March 31, 2008.

Uncertainties. Many uncertainties exist surrounding asbestos litigation, and the Company will continue to evaluate its estimated asbestos-related liability and corresponding estimated insurance reimbursement as well as the underlying assumptions and process used to derive these amounts. These uncertainties may result in the Company incurring future charges or increases to income to adjust the carrying value of recorded liabilities and assets, particularly if the number of claims and settlement and defense costs change significantly or if legislation or another alternative solution is implemented; however, the Company is currently unable to estimate such future changes. Although the resolution of these claims may take many years, the effect on results of operations and financial position in any given period from a revision to these estimates could be material.

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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits.

(a)	None
(b)	None
(c)	None
(d)	Exhibits
99.1	Earnings Press Release dated April 21, 2008, issued by Crane Co.
99.2	Crane Co. Quarterly Financial Data Supplement for the quarter ended March 31, 2008

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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 hereunto duly authorized.

	CRANE CO.
Dated: April 21, 2008	By:	/s/ Eric C. Fast
		Eric C. Fast
		President and Chief Executive Officer Acting Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Earnings Press Release dated April 21, 2008, issued by Crane Co.
99.2	Crane Co. Quarterly Financial Data Supplement for the quarter ended March 31, 2008.

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EX-99.1

Exhibit 99.1

Crane Co. NEWS

Contact:

Richard E. Koch

Director, Investor Relations

and Corporate Communications

203-363-7352

www.craneco.com

CRANE CO. REPORTS RECORD FIRST QUARTER RESULTS;

EPS INCREASED 11% TO $0.79 FROM $0.71

First Quarter 2008 Highlights (vs. 2007):

• Sales increased 8% to $679 million

• Operating profit increased 10% to $ 75 million

• Operating profit margin was 11.1%, up from 10.9%

• Earnings per share increased 11% to $0.79 per share

STAMFORD, CONNECTICUT – April 21, 2008—Crane Co. (NYSE: CR), a diversified manufacturer of highly engineered industrial products, reported first quarter 2008 net income was $48.4 million, or $0.79 per share, compared with net income of $43.6 million, or $0.71 per share, in the first quarter of 2007.

First quarter 2008 sales increased $50.7 million, or 8%, including core business growth of $16.9 million (3%), sales from acquired / divested businesses of $10.3 million (1%) and favorable foreign currency translation of $23.5 million (4%).

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Order backlog at March 31, 2008 totaled $769 million, 5.8% higher than the backlog of $727 million at March 31, 2007 and 6.8% higher than $720 million at December 31, 2007.

“We are pleased with our strong start to the year and the excellent earnings growth from our Fluid Handling and Merchandising Systems businesses, both of which increased earnings by over 40%,” said Crane Co. president and chief executive officer, Eric C. Fast. “As anticipated, these strong results were partially offset by continued high levels of engineering spending for the new Boeing 787 brake control system, and softening markets in Engineered Materials. Overall we continue to see considerable opportunities in the markets we serve.”

Cash Flow and Financial Position

Cash provided by operating activities was $44.1 million in the first quarter of 2008, compared to $36.9 million last year which included the receipt of $31.5 million in escrowed funds from the asbestos insurance settlement with Equitas. Net debt to net capitalization was 11.1% at March 31, 2008, compared with 11.5% at December 31, 2007. In the first quarter of 2008, the Company repurchased 957,570 shares of its common stock on the open market at a cost of $40 million. The Company’s cash position was $295 million at the end of the first quarter, up from $134 million at March 31, 2007. (Please also see the attached Condensed Statement of Cash Flows and Non-GAAP Financial Measures.)

Segment Results

All comparisons below refer to the first quarter 2008 versus the first quarter 2007, unless otherwise specified.

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Aerospace & Electronics

	First Quarter						Change
(dollars in millions)	2008			2007
Sales	$	158.5		$	148.4		$	10.1		7	%
Operating Profit	$	16.0		$	21.0		$	(5.0	)	(24	)%
Profit Margin		10.1	%		14.2	%

The first quarter 2008 sales increase of $10.1 million reflected a sales increase of $11.1 million in the Aerospace Group and a decrease of $1.0 million in the Electronics Group. Segment operating profit declined by $5.0 million as a result of a $10 million increase in engineering expenses which were primarily related to products for the Boeing 787 and Airbus A400M programs. Excluding the investment in these two new programs, the segment continued to experience solid operating results.

Engineered Materials

	First Quarter						Change
(dollars in millions)	2008			2007
Sales	$	82.8		$	87.7		$	(5.0	)	(6	)%
Operating Profit	$	11.7		$	16.0		$	(4.4	)	(27	)%
Profit Margin		14.1	%		18.3	%

Core segment sales were down $13.7 million, or 16%, related to lower volumes to the Company’s traditional recreational vehicle and transportation and building products customers, partially offset by $8.7 million of sales related to the September 2007 acquisition of the composite panel business of Owens Corning. Operating profit in 2008 decreased 27% reflecting lower core business sales, higher raw material costs, and costs associated with the integration of the acquisition.

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Merchandising Systems

	First Quarter						Change
(dollars in millions)	2008			2007
Sales	$	113.5		$	97.4		$	16.1	17	%
Operating Profit	$	14.1		$	9.6		$	4.5	47	%
Profit Margin		12.5	%		9.9	%

Merchandising Systems had record sales and operating profit in the first quarter. Strong organic sales growth of 17% was driven by increased sales in Vending Solutions and continued strong global demand for Payment Solutions. Higher sales volumes were effectively leveraged into higher operating profit, which increased $4.5 million, or 47%. Vending sales increases were led by the successful introduction of the BevMax III glass front vender.

Fluid Handling

	First Quarter						Change
(dollars in millions)	2008			2007
Sales	$	288.5		$	263.0		$	25.5	10	%
Operating Profit	$	44.8		$	31.1		$	13.6	44	%
Profit Margin		15.5	%		11.8	%

First quarter 2008 sales and operating profit were records for this segment. First quarter 2008 sales increased $25.5 million, or 10%, including $11.7 million (4%) of core sales and favorable foreign currency translation of $17.2 million (7%) offset by sales from divested businesses of $3.4 million (1%). Based on strong sales growth from the global chemical / pharmaceutical and energy industries, throughput efficiencies and solid pricing discipline, operating profit increased $13.6 million, or 44%, and profit margin increased to 15.5%, exceeding our previously announced goal of 15%.

The Fluid Handling segment backlog was $268 million at March 31, 2008, an increase of 11% over $243 million at December 31, 2007.

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Controls

	First Quarter						Change
(dollars in millions)	2008			2007
Sales	$	35.6		$	31.8		$	3.9		12	%
Operating Profit	$	1.3		$	2.3		$	(1.0	)	(45	)%
Profit Margin		3.6	%		7.4	%

The first quarter 2008 sales increase of $3.9 million reflects $4.9 million of sales related to the August 2007 acquisition of the Mobile Rugged Business division of Kontron America, Inc. Core segment sales and operating profit were impacted by timing of customer projects on orders we have already won and by the final integration costs associated with the Mobile Rugged Business acquisition.

Full Year 2008 Guidance

The Company re-affirmed its guidance for its 2008 earnings per share, free cash flow and EBITDA. The Company continues to see strong demand in Fluid Handling, which represents approximately 42% of sales, and expects demand to remain robust in its long-cycle Aerospace & Electronics segment. The Company forecasts diluted earnings per share will increase to $3.45—$3.60 in 2008. This guidance includes an estimated annual tax rate of approximately 31%.

The Company’s previous guidance was that its earnings growth would be lower in the first half of 2008, reflecting continued elevated levels of engineering spending for several Boeing 787 new product programs. The Company now anticipates a higher level of Boeing 787 engineering expense throughout 2008 reflecting longer development time and certain scope changes. This increased spending is expected to be partially offset by claim settlements on certain development spending, expense controls and growth in OEM and aftermarket sales.

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Management still expects cash flow provided from operating activities before asbestos in 2008 will be approximately $275 million, asbestos related payments net of insurance recoveries will be approximately $55 million, capital expenditures will be approximately $50 million and free cash flow will be $170 million. The 2008 estimated EBITDA will be $411—$425 million.

Please see the Non-GAAP Financial Measures table attached to this press release for details. Additional information with respect to the Company’s asbestos liability and related accounting provisions and cash requirements is set forth in the Current Report on Form 8-K filed with a copy of this press release.

Conference Call

Crane Co. has scheduled a conference call to discuss the first quarter’s financial results on Tuesday, April 22, 2008 at 10:00 A.M. (Eastern). All interested parties may listen to a live webcast of the call at http://www.craneco.com. An archived webcast will also be available to replay this conference call directly from the Company’s website.

Crane Co. is a diversified manufacturer of highly engineered industrial products. Founded in 1855, Crane provides products and solutions to customers in the aerospace, electronics, hydrocarbon processing, petrochemical, chemical, power generation, automated merchandising, transportation and other markets. The Company has five business segments: Aerospace & Electronics, Engineered Materials, Merchandising Systems, Fluid Handling, and Controls. Crane has approximately 12,000 employees in North America, South America, Europe, Asia and Australia. Crane Co. is traded on the New York Stock Exchange (NYSE:CR). For more information, visit www.craneco.com.

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This press release 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 press release, 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, 2007 and subsequent reports filed with the Securities and Exchange Commission.

(Financial Tables Follow)

2008 – 10

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EX-99.2

Exhibit 99.2

CRANE CO.

Income Statement Data

(in thousands, except per share data)

	Three Months Ended March 31,
	2008			2007
Net Sales:
Aerospace & Electronics	$	158,451		$	148,392
Engineered Materials		82,773			87,748
Merchandising Systems		113,504			97,364
Fluid Handling		288,500			262,951
Controls		35,640			31,762
Total Net Sales	$	678,868		$	628,217
Operating Profit:
Aerospace & Electronics	$	15,995		$	21,026
Engineered Materials		11,654			16,038
Merchandising Systems		14,138			9,631
Fluid Handling		44,762			31,141
Controls		1,300			2,346
Corporate		(12,500	)		(11,783	)
Total Operating Profit		75,349			68,399
Interest Income		2,284			1,313
Interest Expense		(6,505	)		(6,868	)
Miscellaneous- Net		330			1,813
Income Before Income Taxes		71,458			64,657
Provision for Income Taxes		23,080			21,012
Net Income	$	48,378		$	43,645
Share Data:
Net Income per Diluted Share	$	0.79		$	0.71
Average Diluted Shares Outstanding		60,955			61,207
Average Basic Shares Outstanding		60,040			60,209
Supplemental Data:
Cost of Sales	$	452,531		$	423,683
Selling, General & Administrative		150,988			136,135
Depreciation and Amortization *		14,983			15,576
Stock-Based Compensation Expense		3,615			4,304

* Amount included within cost of sales and selling, general & administrative costs.

CRANE CO.

Condensed Balance Sheets

(in thousands)

	March 31, 2008		December 31, 2007
ASSETS
Current Assets
Cash and Cash Equivalents	$	294,728	$	283,370
Accounts Receivable, net		373,792		345,176
Current Insurance Receivable—Asbestos		33,600		33,600
Inventories, net		344,563		327,719
Other Current Assets		57,735		47,757
Total Current Assets		1,104,418		1,037,622
Property, Plant and Equipment, net		292,029		289,683
Long-Term Insurance Receivable—Asbestos		293,940		306,557
Other Assets		448,159		476,880
Goodwill		769,106		766,550
Total Assets	$	2,907,652	$	2,877,292
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Notes Payable and Current Maturities of Long-Term Debt	$	9,613	$	548
Accounts Payable		197,936		177,978
Current Asbestos Liability		84,000		84,000
Accrued Liabilities		221,450		230,295
Income Taxes		2,291		731
Total Current Liabilities		515,290		493,552
Long-Term Debt		398,345		398,301
Long-Term Deferred Tax Liability		32,593		31,880
Long-Term Asbestos Liability		928,098		942,776
Other Liabilities		114,366		117,586
Minority Interest		8,469		8,394
Shareholders’ Equity		910,491		884,803
Total Liabilities and Shareholders’ Equity	$	2,907,652	$	2,877,292

CRANE CO.

Condensed Statements of Cash Flows

(in thousands)

	Three Months Ended March 31,
	2008			2007
Operating Activities:
Net income	$	48,378		$	43,645
Income from joint venture		—			(1,017	)
Depreciation and amortization		14,983			15,576
Stock-based compensation expense		3,615			4,304
Deferred income taxes		6,097			(9,819	)
Cash used for operating working capital		(29,834	)		(25,648	)
Other		2,951			(11,332	)
Subtotal		46,190			15,709
Asbestos related payments, net of insurance recoveries		(2,061	)		21,180
Total provided by operating activities		44,129			36,889
Investing Activities:
Capital expenditures		(9,080	)		(6,963	)
Proceeds from disposition of capital assets		676			11,032
Payment for acquisition, net of cash acquired		(85	)		(5	)
Proceeds from divestiture		506			—
Total (used for) provided by investing activities		(7,983	)		4,064
Financing Activities:
Dividends paid		(10,795	)		(9,050	)
Reacquisition of shares on open market		(40,000	)		(40,001	)
Stock options exercised—net of shares reacquired		3,556			(387	)
Excess tax benefit from stock-based compensation		107			690
Increase in short-term debt		9,037			1,733
Total used for financing activities		(38,095	)		(47,015	)
Effect of exchange rate on cash and cash equivalents		13,307			1,376
Increase (decrease) in cash and cash equivalents		11,358			(4,686	)
Cash and cash equivalents at beginning of period		283,370			138,607
Cash and cash equivalents at end of period	$	294,728		$	133,921

CRANE CO.

Order Backlog

(in thousands)

	March 31, 2008		December 31, 2007		March 31, 2007
Aerospace & Electronics	$	407,398	$	392,822	$	405,792
Engineered Materials		15,941		14,802		17,437
Merchandising Systems		42,551		34,093		33,231
Fluid Handling		268,302		242,591		237,144
Controls		34,464		35,273		33,224
Total Backlog	$	768,656	$	719,581	$	726,828

CRANE CO.

Non-GAAP Financial Measures

(in thousands)

	March 31, 2008			December 31, 2007
BALANCE SHEET ITEMS
Notes Payable and Current Maturities of Long-Term Debt	$	9,613		$	548
Long-Term Debt		398,345			398,301
Total Debt		407,958			398,849
Less: Cash and Cash Equivalents		(294,728	)		(283,370	)
Net Debt		113,230			115,479
Shareholders’ Equity		910,491			884,803
Net Capitalization	$	1,023,721		$	1,000,282
Percentage of Net Debt to Net Capitalization		11.1	%		11.5	%

	Three Months Ended March 31,						Year Ended December 31,
	2008			2007			2008		2007
							(Estimated)
CASH FLOW ITEMS
Cash Provided from Operating Activities before Asbestos—Related Payments	$	46,190		$	15,709		275,000		$	243,031
Asbestos Related Payments, Net of Insurance Recoveries		(2,061	)		(10,320	)	(55,000	)		(41,698	)
Equitas Receipts		—			31,500		—			31,500
Cash Provided from Operating Activities		44,129			36,889		220,000			232,833
Less: Capital Expenditures		(9,080	)		(6,963	)	(50,000	)		(47,169	)
Free Cash Flow	$	35,049		$	29,926		170,000		$	185,664

Certain non-GAAP measures have been provided to facilitate comparison with the prior year.

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, 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, providing investors with a clearer view of the underlying trends of the business. Management also uses these non-GAAP financial measures in making financial, operating, planning and compensation decisions and in evaluating the Company’s performance. In addition, Free Cash Flow provides supplemental information to assist management and investors in analyzing the Company’s ability to generate positive cash flow. Non-GAAP financial measures, which may be inconsistent with similarly captioned measures presented by other companies, should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.