UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


þ	~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED~~ ~~SEPTEMBER 30, 2017~~ ☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


¨	~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM~~to. FOR THE TRANSITION PERIOD FROMto.

Commission File No. 1-13179

FLOWSERVE CORPORATION

(Exact name of registrant as specified in its charter)

New York

31-0267900

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

5215 N. O’Connor Blvd., Suite 2300, ~~Irving, Texas~~

Irving,

Texas

75039

(Address of principal executive offices)

(Zip Code)

( 972 ) 443-6500

~~(972) 443-6500~~

(Registrant’s telephone number, including area code)

Former name, former address and former fiscal year, if changed since last report: N/A

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, $1.25 Par Value

FLS

New York Stock Exchange

1.25% Senior Notes due 2022

FLS22A

New York Stock Exchange

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. þ☑ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). þ☑ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” ~~“large accelerated filer” and~~ “smaller reporting ~~company”~~company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

~~Large accelerated filer~~ þ

~~Accelerated filer~~ ¨

~~Non-accelerated filer~~ ¨ ~~(do not check if a smaller reporting company)~~

~~Smaller reporting company~~ ¨

~~Emerging growth company~~ ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨Yes þ☐ No☑

AsAs of ~~October 23, 2017~~November 6, 2020 there were ~~130,635,017shares~~130,263,432shares of the issuer’s common stock outstanding.

FLOWSERVE CORPORATION

FORM 10-Q

TABLE OF CONTENTS



			Page
			No.
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income (Loss) – Three Months Ended September 30, ~~2017~~2020 and ~~2016~~2019 (unaudited)			1
Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income (Loss) – Nine Months Ended September 30, ~~2017~~2020 and ~~2016~~2019 (unaudited)			2
Condensed Consolidated Balance Sheets – September 30, ~~2017~~2020 and December 31, ~~2016~~2019 (unaudited)			3
Condensed Consolidated Statements of Stockholders' Equity – Three Months Ended September 30, 2020 and 2019 (unaudited)			4
Condensed Consolidated Statements of Stockholders' Equity – Nine Months Ended September 30, 2020 and 2019 (unaudited)			5
Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, ~~2017~~2020 and ~~2016~~2019 (unaudited)			46
Notes to Condensed Consolidated Financial Statements (unaudited)			57
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations.~~Operations			2434
Item 3. Quantitative and Qualitative Disclosures About Market ~~Risk.~~Risk			3753
Item 4. Controls and ~~Procedures.~~Procedures			3853

PART II – OTHER INFORMATION
Item 1. Legal ~~Proceedings.~~Proceedings			3955
Item 1A. Risk ~~Factors.~~Factors			3955
Item 2. Unregistered Sales of Equity Securities and Use of ~~Proceeds.~~Proceeds			3955
Item ~~6. Exhibits.~~3. Defaults Upon Senior Securities			4058
~~SIGNATURES~~Item 4. Mine Safety Disclosures			4158
~~EX-31.1~~ Item 5. Other Information			58
~~EX-31.2~~ Item 6. Exhibits			58
~~EX-32.1~~ SIGNATURES			59
~~EX-32.2~~
~~EX-101 INSTANCE DOCUMENT~~
~~EX-101 SCHEMA DOCUMENT~~
~~EX-101 CALCULATION LINKBASE DOCUMENT~~
~~EX-101 LABELS LINKBASE DOCUMENT~~
~~EX-101 PRESENTATION LINKBASE DOCUMENT~~
~~EX-101 DEFINITION LINKBASE DOCUMENT~~

Table of Co ntents

PART I — FINANCIAL INFORMATION


~~Item 1.~~	~~Financial Statements.~~

Item 1.Financial Statements.

FLOWSERVE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


(Amounts in thousands, except per share data)	Three Months Ended September 30,
	2020		2019
Sales	$	924,301	$	995,709
Cost of sales	(639,092)		(662,856)
Gross profit	285,209		332,853
Selling, general and administrative expense	(200,729)		(230,362)
Net earnings from affiliates	2,842		2,087
Operating income	87,322		104,578
Interest expense	(14,710)		(13,981)

Interest income	673		2,253
Other income (expense), net	(963)		(8,477)
Earnings before income taxes	72,322		84,373
Provision for income taxes	(18,672)		(22,410)
Net earnings, including noncontrolling interests	53,650		61,963
Less: Net earnings attributable to noncontrolling interests	(2,647)		(2,121)
Net earnings attributable to Flowserve Corporation	$	51,003	$	59,842
Net earnings per share attributable to Flowserve Corporation common shareholders:
Basic	$	0.39	$	0.46
Diluted	0.39		0.45

(Amounts in thousands, except per share data) Three Months Ended September 30,
2017 2016
Sales $ 883,380
$ 945,939
Cost of sales (615,848 ) (667,960 )
Gross profit 267,532
277,979
Selling, general and administrative expense (206,295 ) (281,261 )
Gain on sale of businesses

9,864
—
Net earnings from affiliates 2,918
3,394
Operating income 74,019
112
Interest expense (15,043 ) (15,141 )
Interest income 1,108
924
Other income, net 8,285
1,899
Earnings (loss) before income taxes 68,369
(12,206 )
Provision for income taxes (19,628 ) (2,827 )
Net earnings (loss), including noncontrolling interests 48,741
(15,033 )
Less: Net earnings attributable to noncontrolling interests (1,136 ) (808 )
Net earnings (loss) attributable to Flowserve Corporation $ 47,605
$ (15,841 )
Net earnings per share attributable to Flowserve Corporation common shareholders:
Basic $ 0.36
$ (0.12 )
Diluted 0.36
(0.12 )
Cash dividends declared per share $ 0.19
$ 0.19

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


(Amounts in thousands)	Three Months Ended September 30,
	2020		2019
Net earnings, including noncontrolling interests	$	53,650	$	61,963
Other comprehensive income (loss):
Foreign currency translation adjustments, net of taxes of $140 and $852, respectively	25,204		(30,600)
Pension and other postretirement effects, net of taxes of $(421) and $(231), respectively	(976)		3,648
Cash flow hedging activity	41		44
Other comprehensive income (loss)	24,269		(26,908)
Comprehensive income (loss), including noncontrolling interests	77,919		35,055
Comprehensive (income) loss attributable to noncontrolling interests	(2,643)		(2,055)
Comprehensive income (loss) attributable to Flowserve Corporation	$	75,276	$	33,000

(Amounts in thousands) Three Months Ended September 30,
2017 2016
Net earnings (loss), including noncontrolling interests $ 48,741
$ (15,033 )
Other comprehensive income (loss):
Foreign currency translation adjustments, net of taxes of $(10,501) and $9,285 respectively 17,674
(15,587 )
Pension and other postretirement effects, net of taxes of $(333) and $(925), respectively (444 ) 3,719
Cash flow hedging activity, net of taxes of $(200) in 2016 12
560
Other comprehensive income (loss) 17,242
(11,308 )
Comprehensive income, including noncontrolling interests 65,983
(26,341 )
Comprehensive loss attributable to noncontrolling interests (1,090 ) (807 )
Comprehensive income (loss) attributable to Flowserve Corporation $ 64,893
$ (27,148 )

See accompanying notes to condensed consolidated financial statements.

Table of ~~Contents~~Co ntents

FLOWSERVE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



(Amounts in thousands, except per share data)	Nine Months Ended September 30,
	2020		2019
Sales	$	2,742,826	$	2,871,517
Cost of sales	(1,921,451)		(1,931,756)
Gross profit	821,375		939,761
Selling, general and administrative expense	(675,523)		(665,625)
Net earnings from affiliates	9,125		8,057
Operating income	154,977		282,193
Interest expense	(40,608)		(42,025)

Interest income	3,571		6,494
Other income (expense), net	7,558		(15,153)
Earnings before income taxes	125,498		231,509
Provision for income taxes	(59,175)		(58,607)
Net earnings, including noncontrolling interests	66,323		172,902
Less: Net earnings attributable to noncontrolling interests	(6,890)		(6,659)
Net earnings attributable to Flowserve Corporation	$	59,433	$	166,243
Net earnings per share attributable to Flowserve Corporation common shareholders:
Basic	$	0.46	$	1.27
Diluted	0.45		1.26

(Amounts in thousands, except per share data) Nine Months Ended September 30,
2017 2016
Sales $ 2,626,762
$ 2,919,553
Cost of sales (1,845,796 ) (2,015,755 )
Gross profit 780,966
903,798
Selling, general and administrative expense (681,181 ) (747,513 )
Gain on sale of businesses

141,158
—
Net earnings from affiliates 9,027
8,522
Operating income 249,970
164,807
Interest expense (44,689 ) (44,982 )
Interest income 2,373
2,243
Other (expense) income, net (11,602 ) 1,070
Earnings before income taxes 196,052
123,138
Provision for income taxes (85,836 ) (49,518 )
Net earnings, including noncontrolling interests 110,216
73,620
Less: Net earnings attributable to noncontrolling interests (1,682 ) (1,222 )
Net earnings attributable to Flowserve Corporation $ 108,534
$ 72,398
Net earnings per share attributable to Flowserve Corporation common shareholders:
Basic $ 0.83
$ 0.56
Diluted 0.83
0.55
Cash dividends declared per share $ 0.57
$ 0.57

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



(Amounts in thousands)	Nine Months Ended September 30,
	2020		2019
Net earnings, including noncontrolling interests	$	66,323	$	172,902
Other comprehensive income (loss):
Foreign currency translation adjustments, net of taxes of $6,114 and $2,043, respectively	(41,022)		(26,503)
Pension and other postretirement effects, net of taxes of $(1,263) and $(660), respectively	7,091		7,051
Cash flow hedging activity	139		149
Other comprehensive income (loss)	(33,792)		(19,303)
Comprehensive income (loss), including noncontrolling interests	32,531		153,599
Comprehensive (income) loss attributable to noncontrolling interests	(7,662)		(7,258)
Comprehensive income (loss) attributable to Flowserve Corporation	$	24,869	$	146,341

(Amounts in thousands) Nine Months Ended September 30,
2017 2016
Net earnings, including noncontrolling interests $ 110,216
$ 73,620
Other comprehensive income (loss):
Foreign currency translation adjustments, net of taxes of $(50,964) and $7,492, respectively 85,777
(12,577 )
Pension and other postretirement effects, net of taxes of $(996) and $(3,545), respectively (1,102 ) 9,655
Cash flow hedging activity, net of taxes of $(34) and $(620), respectively 96
1,763
Other comprehensive income (loss) 84,771
(1,159 )
Comprehensive income, including noncontrolling interests 194,987
72,461
Comprehensive income attributable to noncontrolling interests (2,169 ) (1,983 )
Comprehensive income attributable to Flowserve Corporation $ 192,818
$ 70,478

See accompanying notes to condensed consolidated financial statements.

Table of ~~Contents~~Co ntents

FLOWSERVE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(Amounts in thousands, except par value)	September 30,			December 31,			(Amounts in thousands, except par value)	September 30,		December 31,
	2017			2016				2020		2019
ASSETS	ASSETS						ASSETS
Current assets:							Current assets:
Cash and cash equivalents	$	502,143		$	367,162		Cash and cash equivalents	$	921,178	$	670,980
Accounts receivable, net of allowance for doubtful accounts of $65,106 and $51,920, respectively	851,246			882,638
Accounts receivable, net of allowance for expected credit losses of $76,061 and $53,412, respectively							Accounts receivable, net of allowance for expected credit losses of $76,061 and $53,412, respectively	750,897		795,538
Contract assets, net of allowance for expected credit losses of $3,043 at September 30, 2020							Contract assets, net of allowance for expected credit losses of $3,043 at September 30, 2020	310,130		272,914
Inventories, net	951,598			897,690			Inventories, net	714,489		660,837

Prepaid expenses and other	134,023			150,199			Prepaid expenses and other	109,451		106,478
Total current assets	2,439,010			2,297,689			Total current assets	2,806,145		2,506,747
Property, plant and equipment, net of accumulated depreciation of $967,458 and $882,151, respectively	673,555			724,805
Property, plant and equipment, net of accumulated depreciation of $1,068,613 and $1,013,207, respectively							Property, plant and equipment, net of accumulated depreciation of $1,068,613 and $1,013,207, respectively	551,011		563,564
Operating lease right-of-use assets, net							Operating lease right-of-use assets, net	166,850		186,218
Goodwill	1,211,544			1,205,054			Goodwill	1,204,609		1,193,010
Deferred taxes	93,638			83,722			Deferred taxes	32,206		54,879
Other intangible assets, net	212,425			214,527			Other intangible assets, net	171,246		180,805
Other assets, net	203,968			183,126
Other assets, net of allowance for expected credit losses of $97,897 and $101,439, respectively							Other assets, net of allowance for expected credit losses of $97,897 and $101,439, respectively	241,509		253,054
Total assets	$	4,834,140		$	4,708,923		Total assets	$	5,173,576	$	4,938,277

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY						LIABILITIES AND EQUITY
Current liabilities:							Current liabilities:
Accounts payable	$	360,844		$	412,087		Accounts payable	$	428,870	$	447,582
Accrued liabilities	706,838			680,986			Accrued liabilities	423,117		401,385
Contract liabilities							Contract liabilities	198,380		221,095
Debt due within one year	80,635			85,365			Debt due within one year	8,581		11,272

Operating lease liabilities							Operating lease liabilities	34,634		36,108
Total current liabilities	1,148,317			1,178,438			Total current liabilities	1,093,582		1,117,442
Long-term debt due after one year	1,506,057			1,485,258			Long-term debt due after one year	1,701,082		1,365,977
Operating lease liabilities							Operating lease liabilities	133,348		151,523
Retirement obligations and other liabilities	412,137			407,839			Retirement obligations and other liabilities	541,721		530,994
Shareholders’ equity:							Shareholders’ equity:
Commitments and contingencies (See Note 11)							Commitments and contingencies (See Note 11)
Common shares, $1.25 par value	220,991			220,991			Common shares, $1.25 par value	220,991		220,991
Shares authorized – 305,000							Shares authorized – 305,000
Shares issued – 176,793							Shares issued – 176,793
Capital in excess of par value	488,249			491,848			Capital in excess of par value	499,561		501,045
Retained earnings	3,634,750			3,598,396			Retained earnings	3,625,291		3,652,244
Treasury shares, at cost – 46,503 and 46,980 shares, respectively	(2,061,054		)	(2,078,527		)
Treasury shares, at cost – 46,775 and 46,262 shares, respectively							Treasury shares, at cost – 46,775 and 46,262 shares, respectively	(2,059,666)		(2,051,583)
Deferred compensation obligation	6,256			8,507			Deferred compensation obligation	6,100		8,334
Accumulated other comprehensive loss	(540,504		)	(624,788		)	Accumulated other comprehensive loss	(618,856)		(584,292)
Total Flowserve Corporation shareholders’ equity	1,748,688			1,616,427			Total Flowserve Corporation shareholders’ equity	1,673,421		1,746,739
Noncontrolling interests	18,941			20,961			Noncontrolling interests	30,422		25,602
Total equity	1,767,629			1,637,388			Total equity	1,703,843		1,772,341
Total liabilities and equity	$	4,834,140		$	4,708,923		Total liabilities and equity	$	5,173,576	$	4,938,277

See accompanying notes to condensed consolidated financial statements.

Table of ~~Contents~~Co ntents

FLOWSERVE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


	Total Flowserve Corporation Shareholders’ Equity
					Capital in Excess of Par Value		Retained Earnings					Deferred Compensation Obligation		Accumulated Other Comprehensive Income (Loss)				Total Equity
	Common Stock								Treasury Stock							Non- controlling Interests
	Shares		Amount						Shares	Amount
	(Amounts in thousands)
Balance — July 1, 2020	176,793		$	220,991	$	499,152	$	3,600,645	(46,873)	$	(2,064,302)	$	6,036	$	(643,129)	$	27,779	$	1,647,172

Stock activity under stock plans	—		—		(5,220)		—		98	4,636		64		—		—		(520)
Stock-based compensation	—		—		5,629		—		—	—		—		—		—		5,629

Net earnings	—		—		—		51,003		—	—		—		—		2,647		53,650
Cash dividends declared	—		—		—		(26,357)		—	—		—		—		—		(26,357)

Other comprehensive income (loss), net of tax	—		—		—		—		—	—		—		24,273		(4)		24,269

Other, net	—		—		—		—		—	—		0		—		0		0
Balance — September 30, 2020	176,793		$	220,991	$	499,561	$	3,625,291	(46,775)	$	(2,059,666)	$	6,100	$	(618,856)	$	30,422	$	1,703,843

Balance — July 1, 2019	$	176,793	$	220,991	$	493,037	$	3,570,119	(45,943)	$	(2,036,857)	$	8,219	$	(567,007)	$	23,477	$	1,711,979

Stock activity under stock plans	—		—		(260)		—		4	149		58		—		—		(53)
Stock-based compensation	—		—		7,153		—		—	—		—		—		—		7,153

Net earnings	—		—		—		59,842		—	—		—		—		2,121		61,963
Cash dividends declared	—		—		—		(25,245)		—	—		—		—		—		(25,245)
Repurchases of common shares	—		—		—		—		(114)	(5,432)		—		—		—		(5,432)
Other comprehensive income (loss), net of tax	—		—		—		—		—	—		—		(26,842)		(66)		(26,908)

Other, net	—		—		—		—		—	—		0		—		(63)		(63)
Balance — September 30, 2019	176,793		$	220,991	$	499,930	$	3,604,716	(46,053)	$	(2,042,140)	$	8,277	$	(593,849)	$	25,469	$	1,723,394
See accompanying notes to condensed consolidated financial statements.

Table of Co ntents

FLOWSERVE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


	Total Flowserve Corporation Shareholders’ Equity
				Capital in Excess of Par Value		Retained Earnings					Deferred Compensation Obligation		Accumulated Other Comprehensive Income (Loss)				Total Equity
	Common Stock							Treasury Stock							Non- controlling Interests
	Shares	Amount						Shares	Amount
	(Amounts in thousands)
Balance — January 1, 2020	176,793	$	220,991	$	501,045	$	3,652,244	(46,262)	$	(2,051,583)	$	8,334	$	(584,292)	$	25,602	$	1,772,341
ASU No. 2016-13 - Measurement of Credit Losses on Financial Instruments (Topic 326)	—	—		—		(7,291)		—	—		—		—		—		(7,291)
Stock activity under stock plans	—	—		(25,588)		—		544	24,029		(2,234)		—		—		(3,793)
Stock-based compensation	—	—		24,104		—		—	—		—		—		—		24,104

Net earnings	—	—		—		59,433		—	—		—		—		6,890		66,323
Cash dividends declared	—	—		—		(79,095)		—	—		—		—		—		(79,095)
Repurchases of common shares	—	—		—		—		(1,057)	(32,112)		—		—		—		(32,112)
Other comprehensive income (loss), net of tax	—	—		—		—		—	—		—		(34,564)		772		(33,792)

Other, net	—	—		—		—		—	—		—		—		(2,842)		(2,842)
Balance — September 30, 2020	176,793	$	220,991	$	499,561	$	3,625,291	(46,775)	$	(2,059,666)	$	6,100	$	(618,856)	$	30,422	$	1,703,843

Balance — January 1, 2019	176,793	$	220,991	$	494,551	$	3,514,229	(46,237)	$	(2,049,404)	$	7,117	$	(573,947)	$	18,465	$	1,632,002

Stock activity under stock plans	—	—		(17,129)		—		298	12,696		1,160		—		—		(3,273)
Stock-based compensation	—	—		22,508		—		—	—		—		—		—		22,508

Net earnings	—	—		—		166,243		—	—		—		—		6,659		172,902
Cash dividends declared	—	—		—		(75,756)		—	—		—		—		—		(75,756)
Repurchases of common shares	—	—		—		—		(114)	(5,432)		—		—		—		(5,432)
Other comprehensive income (loss), net of tax	—	—		—		—		—	—		—		(19,902)		599		(19,303)

Other, net	—	—		—		—		—	—		0		—		(254)		(254)
Balance — September 30, 2019	176,793	$	220,991	$	499,930	$	3,604,716	(46,053)	$	(2,042,140)	$	8,277	$	(593,849)	$	25,469	$	1,723,394
See accompanying notes to condensed consolidated financial statements.

Table of Co ntents

FLOWSERVE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


(Amounts in thousands)	Nine Months Ended September 30,
	2020		2019
Cash flows – Operating activities:
Net earnings, including noncontrolling interests	$	66,323	$	172,902
Adjustments to reconcile net earnings to net cash provided (used) by operating activities:
Depreciation	63,887		69,320
Amortization of intangible and other assets	8,788		10,134






Stock-based compensation	24,104		22,507

Foreign currency, asset write downs and other non-cash adjustments	19,519		(8,284)
Change in assets and liabilities:
Accounts receivable, net	24,324		(11,994)
Inventories, net	(51,974)		(64,280)
Contract assets, net	(37,328)		(35,607)
Prepaid expenses and other assets, net	6,051		(26,194)
Accounts payable	(21,756)		(11,994)
Contract liabilities	(22,468)		26,641
Accrued liabilities and income taxes payable	24,257		(8,459)
Retirement obligations and other	22,729		9,257

Net deferred taxes	(10,827)		(726)
Net cash flows provided (used) by operating activities	115,629		143,223
Cash flows – Investing activities:
Capital expenditures	(47,919)		(45,276)

Proceeds from disposal of assets and other	13,759		40,773



Net cash flows provided (used) by investing activities	(34,160)		(4,503)
Cash flows – Financing activities:

Payments on long-term debt	(191,258)		(105,000)
Proceeds from short-term financing	0		75,000
Payments on short-term financing	0		(75,000)
Proceeds from issuance of senior notes	498,280		0
Payments of deferred loan cost	(4,572)		0
Proceeds under other financing arrangements	154		2,572
Payments under other financing arrangements	(5,773)		(8,903)
Repurchases of common shares	(32,112)		(5,432)
Payments related to tax withholding for stock-based compensation	(4,521)		(3,835)
Payments of dividends	(78,106)		(74,695)
Other	(3,120)		(252)
Net cash flows provided (used) by financing activities	178,972		(195,545)
Effect of exchange rate changes on cash	(10,243)		(17,009)
Net change in cash and cash equivalents	250,198		(73,834)
Cash and cash equivalents at beginning of period	670,980		619,683
Cash and cash equivalents at end of period	$	921,178	$	545,849

(Amounts in thousands) Nine Months Ended September 30,
2017 2016
Cash flows – Operating activities:
Net earnings, including noncontrolling interests $ 110,216
$ 73,620
Adjustments to reconcile net earnings to net cash provided (used) by operating activities:
Depreciation 75,177
74,875
Amortization of intangible and other assets 12,767
12,424
(Gain) loss on dispositions of businesses (141,158 ) 7,664
Stock-based compensation 20,291
29,966
Latin America accounts receivable reserve —
73,451
Foreign currency, asset impairment and other non-cash adjustments 24,696
(1,037 )
Change in assets and liabilities:
Accounts receivable, net 63,835
69,818
Inventories, net (20,355 ) (31,462 )
Prepaid expenses and other 43,546
(58,743 )
Other assets, net (21,090 ) (19,512 )
Accounts payable (68,012 ) (98,782 )
Accrued liabilities and income taxes payable (6,702 ) (82,318 )
Retirement obligations and other (18,720 ) 7,821
Net deferred taxes (2,131 ) 13,155
Net cash flows provided by operating activities 72,360
70,940
Cash flows – Investing activities:
Capital expenditures (40,620 ) (64,475 )
Proceeds from disposal of assets 2,977
632
Proceeds from (payments for) dispositions of businesses 208,775
(5,064 )
Net cash flows provided (used) by investing activities 171,132
(68,907 )
Cash flows – Financing activities:
Payments on long-term debt (45,000 ) (45,000 )
Proceeds under other financing arrangements 6,234
24,701
Payments under other financing arrangements (12,560 ) (12,060 )
Payments related to tax withholding for stock-based compensation (6,287 ) (10,267 )
Payments of dividends (74,412 ) (72,960 )
Other (4,189 ) 1,325
Net cash flows used by financing activities (136,214 ) (114,261 )
Effect of exchange rate changes on cash 27,703
6,654
Net change in cash and cash equivalents 134,981
(105,574 )
Cash and cash equivalents at beginning of period 367,162
366,444
Cash and cash equivalents at end of period $ 502,143
$ 260,870

See accompanying notes to condensed consolidated financial statements.

Table of ~~Contents~~Co ntents

FLOWSERVE CORPORATION

(Unaudited)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.	~~Basis of Presentation and Accounting Policies~~

1.Basis of Presentation and Accounting Policies

Basis of Presentation

The accompanying condensed consolidated balance sheet as of September 30, ~~2017~~,2020, the related condensed consolidated statements of income and comprehensive income for the three and nine months ended September 30, ~~2017~~2020 and ~~2016~~,2019, the condensed consolidated statements of stockholders' equity for the three and nine months ended September 30, 2020 and 2019 and the condensed consolidated statements of cash flows for the nine months ended September 30, ~~2017~~2020 and ~~2016,~~2019 of Flowserve Corporation are unaudited. In management’s opinion, all adjustments comprising normal recurring adjustments necessary for fair statement of such condensed consolidated financial statements have been made. Where applicable, prior period information has been updated to conform to current year presentation.

The accompanying condensed consolidated financial statements and notes in this Quarterly Report on Form 10-Q for the quarterly period ended September 30, ~~2017~~2020 ("Quarterly Report") are presented as permitted by Regulation S-X and do not contain certain information included in our annual financial statements and notes thereto. Accordingly, the accompanying condensed consolidated financial information should be read in conjunction with the audited consolidated financial statements presented in our Annual Report on Form ~~10-K/A~~10-K for the year ended December 31, ~~2016~~2019 ("~~2016~~2019 Annual Report").

Revision to Previously Reported Financial Information –~~As previously disclosed in~~- In conjunction with our ~~Quarterly Report on Form 10-Q~~close process for the ~~quarterly period ended June 30, 2017,~~third quarter of 2020, we identified accounting errors ~~focused mainly at two~~related to the recognition of ~~our non-U.S. sites in~~a liability for unasserted asbestos claims. The adjustments primarily related to an incurred but not reported ("IBNR") liability associated with unasserted asbestos claims, but also included adjustments related to the ~~inventory, accounts receivable, cost~~associated receivables for expected insurance proceeds for asbestos settlement and defense costs from insurance coverage and the recognition as an expense the related legal fees that were previously estimated to be recoverable from insurance carriers for which coverage is not currently sufficient following the recognition of ~~sales and selling, general and administrative balances~~the IBNR for ~~prior~~ periods beginning with the year ended December 31, 2014 through the ~~first~~second quarter of ~~2017.~~ 2020 and to correct certain other previously identified immaterial errors.

We have assessed these errors, individually and in the aggregate, and concluded that they were not material to any prior annual or interim period. However, the aggregate amount of the prior period errors would have been material to ~~facilitate comparisons among periods~~our current interim condensed consolidated statements of income and to our anticipated full year results and therefore, we have revised our previously issued ~~audited consolidated financial information which is included in our 2016 Annual Report and~~ unaudited condensed consolidated financial information for the interim periods included in our Form 10-Q/A and Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017, respectively. We also corrected the timing of immaterial previously recorded out-of-period adjustments and reflected them in the revised prior period financial statements, where applicable. See Note 2 for more information.

~~Brazil Long-Lived Asset Impairment~~ –In the second quarter of 2017, due to continued capital spending declines in the Brazilian oil and gas market and economic and political circumstances, including the indictment of the former president, the decision was made to scale back certain of our operations in Brazil. As a result in the second quarter of 2017, we tested our related long-lived assets, which primarily consist of property, plant and equipment, for recoverability and recorded a $26.0 million impairment charge to selling, general and administrative expense ("SG&A") within our Engineered Product Division ("EPD") segment.

~~Venezuela~~ ~~– Our operations in Venezuela primarily consist of a service center that performs service and repair activities. Our Venezuelan subsidiary's sales~~ for the three and nine months ended September 30, ~~2017 represented less than 0.5%~~2019. Prior periods not presented herein will be revised, as applicable, in future filings. See Note 2 for more information.

Coronavirus Pandemic ("COVID-19") and Oil and Gas Market - During the first nine months of ~~consolidated sales~~2020, we have been challenged by macroeconomics and ~~its assets at September 30, 2017 represented less than 0.5%~~global economic impacts based on the disruption and uncertainties caused by COVID-19 and the emanating impacts of ~~total consolidated assets. Assets primarily consisted~~the pandemic on pricing and dampened demand for oil, further resulting in instability and volatility in oil commodity prices. To date, the COVID-19 pandemic has had widespread implications worldwide and has caused substantial economic uncertainty and challenging operational conditions. For example, in the first nine months of ~~United States ("U.S.") dollar-denominated monetary assets~~2020, these conditions drove the announcement of significant and ~~bolivar-denominated non-monetary assets at September 30, 2017. In addition, certain~~broad-based decreases in customer planned capital spending. As a result, many of our ~~operations~~large customers have announced double-digit capital expenditure budget decreases for the remainder of the year, resulting in ~~other countries sell equipment and parts that are typically denominated~~lower bookings in ~~U.S. dollars directly~~the first nine months of 2020 as compared to ~~Venezuelan customers. In~~ the ~~third quarter~~prior year.

The preparation of ~~2016 we recorded a charge of $73.5 million to SG&A to fully reserve for those potentially uncollectible accounts receivable (classified as other assets, net on the~~our condensed ~~consolidated balance sheet) and a charge to cost of sales ("COS") of $1.9 million to reserve for related net inventory exposures. We continue to pursue payments from our Venezuelan customer.~~

~~Valuation of Goodwill, Indefinite-Lived Intangible Assets and Other Long-Lived Assets~~ ~~– As discussed in Note 1 to our~~ consolidated financial statements ~~included in~~requires us to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosure of contingent assets and liabilities. We evaluate our ~~2016 Annual Report,~~estimates, judgments and methodologies on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of revenues and expenses. The full extent to which the COVID-19 pandemic directly or indirectly impacts our business, results of operations and financial condition, including sales, expenses, our allowance for expected credit losses, stock based compensation, the carrying value of our goodwill and ~~indefinite-lived intangible~~

other long-lived assets, ~~is tested~~financial assets, and valuation allowances for ~~impairment~~tax assets, will depend on future developments that are highly uncertain, including as a result of ~~December 31 each year~~new information that may emerge concerning COVID-19 and the actions taken to contain it or ~~whenever events or circumstances indicate such assets~~treat it, as well as the economic impact on local, regional, national and international customers, suppliers and markets. We have made estimates of the impact of COVID-19 within our financial statements and there may be ~~impaired.~~

We did not record an impairment of goodwill in 2016, 2015 or 2014; however at December 31, 2016 the estimated fair value of our Engineered Product Operations ("EPO") and Industrial Product Division ("IPD") reporting units reduced significantly duechanges to ~~broad-based capital spending declines and heightened pricing pressure experienced in the oil and gas markets which are anticipated to continue~~those estimates in the near to ~~mid-term. Although we concluded that there is no impairment on the goodwill associated with our EPO and IPD reporting units~~mid-term as ~~of December 31, 2016, we will continue to closely monitor their performance and related market conditions for future indicators of potential impairment and reassess accordingly.~~

~~Accounting Policies~~

~~Significant accounting policies, for which no significant changes have occurred in the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2017, are detailed in Note 1 to our consolidated financial statements included in our 2016 Annual Report.~~

new information becomes available. Actual results may differ from these estimates.

Table of ~~Contents~~Co ntents

Accounting Developments

Pronouncements Implemented

In ~~July 2015,~~June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-11, "Inventory (Topic 330): Simplifying the Measurement of Inventory." The ASU updates represent changes to simplify the subsequent measurement of inventory. Previous to the issuance of this ASU, ASC 330 required that an entity measure inventory at the lower of cost or market. The amendments of ASU 2015-11 updates that “market” requirement to “net realizable value,” which is defined by the ASU as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Our adoption of ASU No. 2015-11 effective January 1, 2017 did not have an impact on our consolidated financial condition and results of operations.

In March 2016, the FASB issued ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting." The ASU affects the accounting for employee share-based payment transactions as it relates to accounting for income taxes, accounting for forfeitures, and statutory tax withholding requirements. We adopted the provisions of ASU 2016-09 as of January 1, 2017 using the modified retrospective approach. The adoption resulted in the recognition of approximately $1 million of tax expense in our provision of income taxes and an approximately $3 million one-time, cumulative adjustment to beginning retained earnings related to the change in our accounting policy for estimated forfeitures and share cancellations. In addition, in our statements of cash flows we reclassified cash outflows for employee taxes paid from operating to financing and elected to reclassify cash impacts due to excess tax deficiencies and benefits from financing to operating, which resulted in a net reclassification of approximately $10 million of cash flows used from operating to financing for the nine months ended September 30, 2016.

~~Pronouncements Not Yet Implemented~~

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" which supersedes most of the revenue recognition requirements in "Revenue Recognition (Topic 605)." The standard is principle-based and provides a five-step model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue when (or as) it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Companies are permitted to adopt the new standard using one of two transition methods. Under the full retrospective method, the requirements of the new standard are applied to contracts for each prior reporting period presented and the cumulative effect of applying the standard is recognized in the earliest period presented. Under the modified retrospective method, the requirements of the new standard are applied to contracts that are open as of January 1, 2018, the required date of adoption, and the cumulative effect of applying the standard is recognized as an adjustment to beginning retained earnings in that same year. The standard also includes significantly expanded disclosure requirements for revenue. Since 2014, the FASB has issued several updates to Topic 606.

We are currently evaluating the impact of ASU No. 2014-09 and all related ASU's on our consolidated financial condition and results of operations. We plan to adopt the new revenue guidance effective January 1, 2018 using the modified retrospective method for transition, applying the guidance to those contracts which were not completed as of that date. In 2015, we established a cross-functional implementation team consisting of representatives from across all of our reportable segments to begin the process of analyzing the impact of the new standard on our contracts. We have determined the applicability of the key factors of the five step model and developed a framework of accounting policies and practices to meet the requirements of the of the new standard. The results of our evaluation indicate that one of the changes upon adoption may be potentially increased "over-time" ("percentage of completion") revenue recognition. Historically, revenue recognized under the percentage of completion method has been less than 5% to 7% of our consolidated sales. The adoption of the new standard could substantially increase this range depending on the terms and conditions of the contracts in our backlog at January 1, 2018 and future contracts. We also anticipate changes to the consolidated balance sheet related to accounts receivable, inventory, contract assets and contract liabilities. We expect to further our assessment on the financial impact on our consolidated financial condition and results of operations and to align our business processes, systems and controls to support compliance with the standard during the remainder of 2017. We will continue our evaluation of ASU 2014-09 as well as new or emerging interpretations of the standard through the date of adoption.

In January 2016, the FASB issued ASU No. 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." The ASU requires entities to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value with changes in fair value recognized in net income. The ASU also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The requirement to disclose the method(s) and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost on the balance sheet has been eliminated by this ASU. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We are currently evaluating the impact of ASU No. 2016-01 on our consolidated financial condition and results of operations.

~~Table of Contents~~

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. The ASU requires that organizations that lease assets recognize assets and liabilities on the balance sheet for the rights and obligations created by those leases. The ASU will affect the presentation of lease related expenses on the income statement and statement of cash flows and will increase the required disclosures related to leases. This ASU is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years with early adoption permitted. We are currently evaluating the impact of ASU No. 2016-02 on our consolidated financial condition and results of operations. Although we are continuing to evaluate, upon initial qualitative evaluation, we believe a key change upon adoption will be the balance sheet recognition of leased assets and liabilities. Based on our qualitative evaluation to date, we believe that any changes in income statement recognition will not be material.

~~In June 2016, the FASB issued ASU No.~~ 2016-13, "Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial ~~Instruments."~~Instruments" ("CECL"). The ~~amendments~~ASU requires, among other things, the use of a new current expected credit loss model in ~~this ASU replace the current incurred loss impairment methodology with a methodology that reflects~~order to determine an allowance for expected credit losses with respect to financial assets and instruments held. The CECL model requires that we estimate the lifetime of an expected credit loss for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. On January 1, 2020, we adopted the ASU on a prospective basis to determine our allowance for credit losses in accordance with the requirements of Topic 326, and we modified our accounting policy and processes to facilitate this approach. As a result of the adoption of the ASU, we recorded a noncash cumulative effect after-tax adjustment to retained earnings of $7.3 million on our opening condensed consolidated balance sheet.

Our primary exposure to financial assets that are within the scope of CECL are trade receivables and contract assets. For these financial assets, we record an allowance for expected credit losses that, when deducted from the gross asset balance, presents the net amount expected to be collected. We estimate the allowance based on an aging schedule and according to historical losses as determined from our billings and collections history. Additionally, we adjust the allowance for factors that are specific to our customers’ credit risk such as financial difficulties, liquidity issues, insolvency, and country and political risk. We also consider both the current and forecasted direction of macroeconomic conditions at the reporting date. The CECL model requires consideration ~~of a broader range~~ of reasonable and supportable ~~information~~forecasts of future economic conditions in the estimate of expected credit losses.

We adjust the allowance and recognize adjustments in the income statement each period. Trade receivables are written off against the allowance in the period when the receivable is deemed to ~~inform~~be uncollectible. Subsequent recoveries of amounts previously written off are reflected as a reduction to credit ~~loss estimates. This ASU is effective~~impairment losses in the income statement.

Our allowance for ~~fiscal years beginning after~~expected credit losses for short-term receivables as of September 30, 2020, was $76.1 million, compared to $53.4 million as of December ~~15, 2019, including interim periods within those fiscal years. We are currently evaluating~~31, 2019. The nine months of activity included $6.9 million for the ~~impact of ASU No. 2016-13 on our consolidated financial condition and results of operations.~~

~~In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments - A consensus~~adoption of the ~~FASB Emerging Issues Task Force.” The update was issued~~CECL model at January 1, 2020 and $15.8 million for current period adjustments.

Our long-term receivables, included in other assets, net, represent receivables with collection periods longer than 12 months and the balance primarily consists of amounts to be collected from insurance companies and fully-reserved receivables associated with the ~~objective~~national oil company in Venezuela. As of ~~reducing~~September 30, 2020, we had $108.2 million of long-term receivables, compared to $118.5 million as of December 31, 2019. Our allowance for expected credit losses for long-term receivables as of September 30, 2020 was $97.9 million, compared to $101.4 million as of December 31, 2019.

We have exposure to credit losses from off-balance sheet exposures, such as financial guarantees and standby letters of credit, where we believe the ~~existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement~~risk of ~~cash flows under Topic 230 and other topics. This ASU~~loss is ~~effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption~~immaterial to our financial statements as of ~~ASU No. 2016-15 is not expected to have a material impact on our consolidated financial condition and results of operations.~~

In October 2016, the FASB issued ASU No. 2016-16, "Income Taxes (Topic 740) Intra-Entity Transfers of Assets Other Than Inventory." The ASU guidance requires the recognition of the income tax consequences of an intercompany asset transfer, other than transfers of inventory, when the transfer occurs. For intercompany transfers of inventory, the income tax effects will continue to be deferred until the inventory has been sold to a third party. The ASU is effective for reporting periods beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact of ASU No. 2016-16 on our consolidated financial condition and results of operations.

In November 2016, the FASB issued ASU No. 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash." The amendments in this ASU require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The ASU is effective for reporting periods beginning after December 15, 2017, including interim periods with those fiscal years. The adoption of ASU No. 2016-18 is not expected to have a material impact on our consolidated financial condition and results of operations.

In January 2017, the FASB issued ASU No. 2017-01, "Business Combinations (Topic 805): "Clarifying the Definition of a Business." The ASU clarifies the definition of a business and provides guidance on evaluating as to whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition clarification as outlined in this ASU affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments of the ASU are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The adoption of ASU No. 2017-01 is not expected to have a material impact on our consolidated financial condition and results of operations.September 30, 2020.

In January 2017, the FASB issued ASU No. 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment." The amendments in this ASU allow companies to apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The amendments of the ASU are effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. ~~Early~~Our adoption of ASU No. 2017-04 effective January 1, 2020 did not have an impact on our condensed consolidated financial condition and results of operations.

In August 2018, the FASB issued ASU No. 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement." The amendments of the ASU modify the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosure requirements for assets and liabilities measured at fair value in the statement of financial position or disclosed in the notes to the financial statements. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted for ~~interim or annual goodwill impairment tests performed~~the removed disclosures and delayed adoption until fiscal year 2020 permitted for the new disclosures. The removed and modified disclosures were adopted on ~~testing dates after~~a retrospective basis and the new disclosures were adopted on a prospective basis. Our adoption of ASU No. 2018-13 effective January 1, ~~2017.~~2020 did not have an impact on our disclosures.

In August 2018, the FASB issued ASU No. 2018-15, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract." The ASU addresses how entities should account for costs associated with implementing a cloud computing arrangement that is considered a service contract. Per the amendments of the ASU, implementation costs incurred in a cloud computing arrangement that is a service contract should be accounted for in the same manner as implementation costs incurred to develop or obtain software for internal use as prescribed by guidance in ASC 350-40. The ASU requires that implementation

Table of Co ntents

costs incurred in a cloud computing arrangement be capitalized rather than expensed. Further, the ASU specifies the method for the amortization of costs incurred during implementation, and the manner in which the unamortized portion of these capitalized implementation costs should be evaluated for impairment. The ASU also provides guidance on how to present such implementation costs in the financial statements and also creates additional disclosure requirements. The amendments are effective for fiscal years beginning after December 15, 2019. The amendments in this ASU can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. Our adoption of ASU No. 2018-15 effective January 1, 2020 on a prospective basis did not have a material impact on our condensed consolidated financial condition and results of operations.

In October 2018, the FASB issued ASU No. 2018-17, "Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities ("VIEs")." The standard reduces the cost and complexity of financial reporting associated with VIEs. The new standard amends the guidance for determining whether a decision-making fee is a VIE. The amendments require organizations to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety as currently required in U.S. Generally Accepted Accounting Principles ("GAAP"). The amendments of this ASU are effective for fiscal years beginning after December 15, 2019. Our adoption of ASU No. 2018-17 effective January 1, 2020 did not have an impact on our condensed consolidated financial condition and results of operations.

In November 2018, the FASB issued ASU No. 2018-18, "Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606." The ASU clarifies the interaction between the guidance for certain collaborative arrangements and ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)," which we adopted January 1, 2018. The amendments of the ASU provide guidance on how to assess whether certain transactions between collaborative arrangement participants should be accounted for within ASU No. 2014-09. The ASU also provides more comparability in the presentation of revenue for certain transactions between collaborative arrangement participants. Parts of the collaborative arrangement that are not in the purview of the revenue recognition standard should be presented separately. The amendments are effective for fiscal years beginning after December 15, 2019. Our adoption of ASU No. 2018-18 effective January 1, 2020 did not have an impact on our condensed consolidated financial condition and results of operations.

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The ASU intends to simplify various aspects related to accounting for income taxes and removes certain exceptions to the general principles in the standard. Additionally, the ASU clarifies and amends existing guidance to improve consistent application of its requirements. We early adopted ASU No. 2019-12 effective January 1, 2020 on a prospective basis and the adoption did not have an impact on our condensed consolidated financial condition and results of operations.

Pronouncements Not Yet Implemented

In August 2018, the FASB issued ASU No. 2018-14, "Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans." The ASU amends the disclosure requirements by adding, clarifying, or removing certain disclosures for sponsor defined benefit pension or other postretirement plans. The amendments are effective for fiscal years ending after December 15, 2020 and the amendments should be applied retrospectively to all periods presented. We are currently evaluating the impact of ASU No. ~~2017-04~~2018-14 and we anticipate that our adoption of this ASU will not have an impact on our disclosures.

In March of 2020, the FASB issued ASU No. 2020-04, "Reference Rate Reform (Topic 848): Facilitation of The Effects of Reference Rate Reform on Financial Reporting." The ASU provides guidance designed to enable the process for migrating away from reference rates such as the London Interbank Offered Rate ("LIBOR") and others to new reference rates. Further, the amendments of the ASU provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The amendments are effective as of March 12, 2020 through December 31, 2022 and should be applied prospectively to all periods presented. We have evaluated the impact of ASU No. 2020-04 and we anticipate that our adoption of this ASU will not have an impact on our condensed consolidated financial condition and results of operations.

2.Revision to Previously Reported Financial Information

In ~~February 2017,~~conjunction with our close process for the ~~FASB issued ASU No. 2017-05, "Other Income - Gains~~third quarter of 2020, we identified accounting errors related to the recognition of a liability for unasserted asbestos claims. The adjustments primarily relate to an IBNR associated with unasserted asbestos claims, but also include adjustments related to the associated receivables for expected insurance proceeds for asbestos settlement and ~~Losses~~defense costs from insurance coverage and the ~~Derecognition~~recognition as an expense the related legal fees that

Table of ~~Nonfinancial Assets (Subtopic 610-20): Clarifying~~Co ntents

were previously estimated to be recoverable from insurance carriers for which coverage is not currently sufficient following the ~~Scope~~recognition of ~~Asset Derecognition Guidance~~the IBNR and ~~Accounting for Partial Sales of Nonfinancial Assets." The FASB issued this ASU~~ to ~~clarify the scope of subtopic 610-20, which the FASB had failed to define in its issuance of ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU No. 2017-05~~correct certain other previously identified immaterial misstatements. Prior periods not presented herein will be effective concurrently with ASU No. 2014-09. Similarly to ASU 2014-09, we are continuing our evaluation of ASU No. 2017-05 to determine the impact on our consolidated financial condition and results of operations.revised, as applicable, in future filings.

On March 10, 2017, the FASB issued ASU No. 2017-07, "Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." The amendments of this ASU provide additional guidance intended to improve the presentation of net benefit costs, pension costs and net periodic postretirement costs.

~~Table of Contents~~

The amendments in this ASU must be applied to annual reporting periods beginning after December 15, 2017, and to interim periods in 2018. Early adoption of the standard is permitted. We are currently evaluating the impact of ASU No. 2017- 07 on our consolidated financial condition and results of operations.

On May 10, 2017, the FASB issued ASU No. 2017-09, "Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting." The amendments in this ASU provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments of the ASU must be applied to annual reporting periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption of the standard is permitted. We are currently evaluating the impact of ASU No. 2017-09 on our consolidated financial condition and results of operations.

On July 13, 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatory Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatory Redeemable Noncontrolling Interests with a Scope Exception.” The ASU amends guidance in FASB Accounting Standards Codification ("ASC") 260, Earnings Per Share, FASB ASC 480, Distinguishing Liabilities from Equity, and FASB ASC 815, Derivatives and Hedging. The amendments in Part I of this ASU change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. The amendments in Part II of the ASU re-characterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the codification, to a scope exception. The amendments in this ASU must be applied to annual reporting periods beginning after December 15, 2018. Early adoption is permitted. We are currently evaluating the impact of ASU No. 2017-11 on our consolidated financial condition and results of operations.

On August 28, 2017, the FASB issued ASU No. 2017-12, "Derivatives and Hedging (Topic 815): Targeted improvements of Accounting For Hedging Activities." The purpose of this ASU is to better align a company’s risk management activities and financial reporting for hedging relationships. Additionally, the ASU simplifies the hedge accounting requirements and improve the disclosures of hedging arrangements. The effective date is fiscal year 2020, with early adoption permitted. We are currently evaluating the impact of ASU No. 2017-12 on our consolidated financial condition and results of operations.


2.	~~Revision to Previously Reported Financial Information~~

~~As described in Note 1, we revised the annual and quarterly periods prior to June 30, 2017.~~ The following table presents the ~~effect~~impact of correcting the ~~prior period revisions~~errors previously discussed on the affected line items of our condensed consolidated ~~statements~~balance sheet as of December 31, 2019:


	December 31, 2019
(Amounts in thousands, except par value)	As Reported		Adjustments		As Revised







Prepaid expenses and other	$	105,101	$	1,377	$	106,478
Total current assets	2,505,370		1,377		2,506,747
Property, plant and equipment, net of accumulated depreciation (1)	572,175		(8,611)		563,564




Other assets, net of allowance for expected credit losses (2)	227,185		25,869		253,054
Total assets	4,919,642		18,635		4,938,277




Contract liabilities (3)	216,541		4,554		221,095



Total current liabilities	1,112,888		4,554		1,117,442


Retirement obligations and other liabilities (4)	473,295		57,699		530,994






Retained earnings (5)	3,695,862		(43,618)		3,652,244



Total Flowserve Corporation shareholders’ equity	1,790,357		(43,618)		1,746,739

Total equity	1,815,959		(43,618)		1,772,341
Total liabilities and equity	$	4,919,642	$	18,635	$	4,938,277

(1) Adjustment related to the misclassification of Software as a Service arrangements as property, plant and equipment rather than other assets, net, as prescribed by ASU 2018-15.

(2) Adjustment related to the associated receivables for expected insurance proceeds for asbestos settlements and defense costs.

(3) Adjustment related to one of our sites for correction in contract position caused by errors in estimated costs under the over time revenue recognition model.

(4) Adjustment primarily relates to IBNR reserves associated with unasserted asbestos claims.

(5) The adjustments to retained earnings represents the cumulative effect of the immaterial errors that were corrected in periods prior to and through December 31, 2019.

The following table presents the impact of correcting the errors previously discussed on the affected line items of our condensed consolidated statement of income for the three months ended September 30, 2019:


(Amounts in thousands, except per share data)	Three Months Ended September 30, 2019
	As Reported		Adjustments		As Revised
Sales	$	996,544	$	(835)	$	995,709

Gross profit	333,688		(835)		332,853
Selling, general and administrative expense (1)	(226,216)		(4,146)		(230,362)


Operating income	109,559		(4,981)		104,578



Other income (expense), net (2)	(1,622)		(6,855)		(8,477)
Earnings before income taxes	96,209		(11,836)		84,373
Provision for income taxes (3)	(25,646)		3,236		(22,410)
Net earnings, including noncontrolling interests	70,563		(8,600)		61,963

Net earnings attributable to Flowserve Corporation	$	68,442	(8,600)		$	59,842
Net earnings per share attributable to Flowserve Corporation common shareholders:
Basic	$	0.52	$	(0.06)	$	0.46
Diluted	0.52		(0.07)		0.45

(1) Adjustment primarily relate to asbestos settlement and defense costs for related legal fees.

Table of Co ntents

(2) Adjustment related to our Argentinian subsidiary's use of an incorrect exchange rate in connection with a change to using the U.S. dollar as the functional currency.

(3) Adjustment related to tax impacts of the matters described in notes (1) and (2), above.

The following table presents the impact of correcting the errors previously discussed on the affected line items of our condensed consolidated statement of income for the nine months ended September 30, 2019:


(Amounts in thousands, except per share data)	Nine Months Ended September 30, 2019
	As Reported		Adjustments		As Revised
Sales (1)	$	2,876,679	(5,162)		$	2,871,517
Cost of sales	(1,930,881)		(875)		(1,931,756)
Gross profit	945,798		(6,037)		939,761
Selling, general and administrative expense (2)	(655,046)		(10,579)		(665,625)

Operating income	298,809		(16,616)		282,193



Other income (expense), net (3)	(8,098)		(7,055)		(15,153)
Earnings before income taxes	255,180		(23,671)		231,509
Provision for income taxes (4)	(64,646)		6,039		(58,607)
Net earnings, including noncontrolling interests	190,534		(17,632)		172,902

Net earnings attributable to Flowserve Corporation	$	183,875	(17,632)		$	166,243
Net earnings per share attributable to Flowserve Corporation common shareholders:
Basic	$	1.40	$	(0.13)	$	1.27
Diluted	1.40		(0.14)		1.26

(1) Adjustment related to one of our sites related to errors in estimated costs under the over time revenue recognition model.

(2) Adjustment primarily relate to asbestos settlement and defense costs from insurance coverage and expense for related legal fees and broad-based annual incentive compensation.

(3) Adjustment related to our Argentinian subsidiary's use of an incorrect exchange rate in connection with a change to using the U.S. dollar as the functional currency.

(4) Adjustment related to tax impacts of the matters described in notes (1), (2) and (3), above.

The condensed consolidated statements of stockholders' equity for the period from January 1, 2019 to September 30, 2019 and the period from July 1, 2019 to September 30, 2019 and the condensed consolidated statements of comprehensive income for the three months and nine months ended September 30, ~~2016:~~

(Amounts in thousands, except per share data) Three Months Ended September 30, 2016
As Reported Adjustments As Revised
Sales $ 943,334
$ 2,605
$ 945,939
Cost of sales (1) (677,891 ) 9,931
(667,960 )
Gross profit 265,443
12,536
277,979
Selling, general and administrative expense (2) (271,643 ) (9,618 ) (281,261 )
Operating (loss) income (2,806 ) 2,918
112
Loss before income taxes (15,124 ) 2,918
(12,206 )
Provision for income taxes (3) (4,996 ) 2,169
(2,827 )
Net loss, including noncontrolling interests (20,120 ) 5,087
(15,033 )
Net loss attributable to Flowserve Corporation $ (20,928 ) $ 5,087
$ (15,841 )
Net loss per share attributable to Flowserve Corporation common shareholders:
Basic $ (0.16 ) $ 0.04
$ (0.12 )
Diluted (0.16 ) 0.04
(0.12 )

~~(1)~~2019 have also been revised to reflect the impacts to net earnings. The ~~cost~~impact of ~~sales adjustments primarily relate~~errors arising in periods commencing prior to ~~corrections of previously recorded out of period including an aggregate $8.7 million associated with our EPD reporting segment to write down inventory in Brazil.~~

~~(2) The selling, general~~January 1, 2019 and administrative expense adjustments primarily relate to receivables from our primary Venezuelan customer at one non-U.S. manufacturing site in our EPD segment of $(10.3) million. These receivables shouldJuly 1, 2019 have been ~~included~~reflected as a reduction to opening retained earnings in the ~~charge that we recorded~~amount of $28.8 million and $37.8 million, respectively, in the ~~third quarter~~condensed consolidated statement of ~~2016 to fully reserve all~~stockholders' equity.

Except for as described below in (1), the ~~potentially uncollectible receivables.~~

~~(3) The provision for income taxes adjustment primarily relates to the tax~~ effect of the ~~adjustment described in footnote (2) above.~~

~~Table of Contents~~

(Amounts in thousands, except per share data) Nine Months Ended September 30, 2016
As Reported Adjustments As Revised
Sales $ 2,916,814
$ 2,739
$ 2,919,553
Cost of sales (1) (2,018,646 ) 2,891
(2,015,755 )
Gross profit 898,168
5,630
903,798
Selling, general and administrative expense (2) (737,083 ) (10,430 ) (747,513 )
Operating income 169,607
(4,800 ) 164,807
Other income (expense), net 2,091
(1,021 ) 1,070
Earnings before income taxes 128,959
(5,821 ) 123,138
Provision for income taxes (3) (47,809 ) (1,709 ) (49,518 )
Net earnings, including noncontrolling interests 81,150
(7,530 ) 73,620
Net earnings attributable to Flowserve Corporation $ 79,928
$ (7,530 ) $ 72,398
Net earnings per share attributable to Flowserve Corporation common shareholders:
Basic $ 0.61
$ (0.05 ) $ 0.56
Diluted 0.61
(0.06 ) 0.55

~~(1) The cost of sales~~ adjustments ~~primarily relate~~ to ~~corrections of previously recorded out of period including an aggregate $4.6 million associated with our EPD reporting segment to write down inventory in Brazil.~~

~~(2) The selling, general and administrative expense adjustments primarily relate to the matter described in footnote (2) above.~~

(3) The provision for income taxes adjustments include the impact of recording a valuation allowance of $(5.0) million related to deferred tax assets that subsequently were determined to not be realizable, partially offset by the tax effect of the matter described in footnote (2) above.

~~The effect of the prior period revisions on~~ the condensed consolidated ~~statement~~statements of cash flows for the nine months ended September 30, ~~2016~~2019 primarily related to net earnings, including noncontrolling interests, for the change in net earnings in the table above and were offset primarily by impacts to changes in operating assets and liabilities. The revisions to individual line items were below $3 million except for the classification change within operating activity cash flows of $15.9 million from Latin America inventory write downs to inventories, net and an increase of $10.3 million to Latin America accounts receivables reserve. Additionally, we adopted ASU 2016-09 on January 1, 2017, see Note 1 for further discussion offollowing table presents the impact of ~~that adoption~~correcting the errors previously discussed on the affected line items of our ~~statements~~condensed consolidated statement of cash ~~flows.~~flows for the nine months ended September 30, 2019:


	Nine Months Ended September 30, 2019
(Amounts in thousands)	As Reported		Adjustments		As Revised
Net cash flows provided (used) by operating activities (1)	$	143,991	$	(768)	$	143,223
Net cash flows provided (used) by investing activities (1)	(3,851)		(652)		(4,503)
Cash and cash equivalents at end of period (1)	547,270		(1,421)		545,849

Table of Co ntents

(1) Primarily related to adjustments resulting from the misclassification of Software as a Service arrangements as property, plant and equipment rather than other assets, net, as prescribed by ASU 2018-15, and adjustments related to our international operations’ exposure to fluctuations in foreign currency exchange rates, resulting from our Argentinian subsidiary's change in using the U.S. dollar as our functional currency in Argentina.

The impacts of the revisions have been reflected throughout the financial statements, including the applicable footnotes, as appropriate.


3.	~~Dispositions~~

~~On July 6, 2017, we sold~~3.Revenue Recognition

The majority of our ~~Flow Control Division's ("FCD") Vogt product line~~revenues relate to customer orders that typically contain a single commitment of goods or services which have lead times under a year. Longer lead time, more complex contracts with our customers typically have multiple commitments of goods and ~~related assets~~services, including any combination of designing, developing, manufacturing, modifying, installing and ~~liabilities to a privately held company for $28.0 million~~commissioning of ~~cash received at closing. The sale resulted in a pre-tax gain of $10.9 million recorded in gain on sale of business in the condensed consolidated statements of income. In 2016, net sales~~flow management equipment and providing services and parts related to the ~~Vogt~~performance of such products. Control transfers over time when the customer is able to direct the use of and obtain substantially all of the benefits of our work as we perform.

Our primary method for recognizing revenue over time is the percentage of completion ("POC") method. Revenue from products and services transferred to customers over time accounted for approximately 23% and 21% of total revenue for the three month periods ended September 30, 2020 and 2019, respectively, and 22% and 19% for the nine month period ended September 30, 2020 and 2019, respectively. If control does not transfer over time, then control transfers at a point in time. We recognize revenue at a point in time at the level of each performance obligation based on the evaluation of certain indicators of control transfer, such as title transfer, risk of loss transfer, customer acceptance and physical possession. Revenue from products and services transferred to customers at a point in time accounted for approximately 77% and 79% of total revenue for the three month period ended September 30, 2020 and 2019, respectively, and 78% and 81% for the nine month period ended September 30, 2020 and 2019, respectively. Refer to Note 2 to our consolidated financial statements included in our 2019 Annual Report for a more comprehensive discussion of our policies and accounting practices of revenue recognition.

Disaggregated Revenue

We conduct our operations through 2 business ~~totaled~~segments based on the type of product and how we manage the business:

•Flowserve Pump Division ("FPD") for custom, highly-engineered pumps, pre-configured industrial pumps, pump systems, mechanical seals, auxiliary systems and replacement parts and related services; and

•Flow Control Division ("FCD") for engineered and industrial valves, control valves, actuators and controls and related services.

Our revenue sources are derived from our original equipment manufacturing and our aftermarket sales and services. Our original equipment revenues are generally related to originally designed, manufactured, distributed and installed equipment that can range from pre-configured, short-cycle products to more customized, highly-engineered equipment ("Original Equipment"). Our aftermarket sales and services are derived from sales of replacement equipment, as well as maintenance, advanced diagnostic, repair and retrofitting services ("Aftermarket"). Each of our 2 business segments generate Original Equipment and Aftermarket revenues.

The following table presents our customer revenues disaggregated by revenue source:

Table of Co ntents


	Three Months Ended September 30, 2020
(Amounts in thousands)	FPD		FCD		Total
Original Equipment	$	280,951	$	198,472	$	479,423
Aftermarket	388,584		56,294		444,878
	$	669,535	$	254,766	$	924,301

	Three Months Ended September 30, 2019
	FPD		FCD		Total
Original Equipment	$	256,664	$	251,447	$	508,111
Aftermarket	426,134		61,464		487,598
	$	682,798	$	312,911	$	995,709



	Nine Months Ended September 30, 2020
(Amounts in thousands)	FPD		FCD		Total
Original Equipment	$	805,150	$	588,448	$	1,393,598
Aftermarket	1,173,065		176,163		1,349,228
	$	1,978,215	$	764,611	$	2,742,826

	Nine Months Ended September 30, 2019
	FPD		FCD		Total
Original Equipment	$	706,092	$	710,144	$	1,416,236
Aftermarket	1,259,431		195,850		1,455,281
	$	1,965,523	$	905,994	$	2,871,517

Our customer sales are diversified geographically. The following table presents our revenues disaggregated by geography, based on the shipping addresses of our customers:


	Three Months Ended September 30, 2020
(Amounts in thousands)	FPD		FCD		Total
North America(1)	$	245,282	$	96,435	$	341,717
Latin America(1)	47,346		6,065		53,411
Middle East and Africa	83,330		29,045		112,375
Asia Pacific	151,227		66,836		218,063
Europe	142,350		56,385		198,735
	$	669,535	$	254,766	$	924,301

	Three Months Ended September 30, 2019
	FPD		FCD		Total
North America(1)	$	279,583	$	133,881	$	413,464
Latin America(1)	51,338		7,682		59,020
Middle East and Africa	87,982		23,721		111,703
Asia Pacific	129,047		85,952		214,999
Europe	134,848		61,675		196,523
	$	682,798	$	312,911	$	995,709

Table of Co ntents



	Nine Months Ended September 30, 2020
(Amounts in thousands)	FPD		FCD		Total
North America (1)	$	782,403	$	326,271	$	1,108,674
Latin America(1)	136,443		18,480		154,923
Middle East and Africa	277,231		77,404		354,635
Asia Pacific	391,796		185,946		577,742
Europe	390,342		156,510		546,852
	$	1,978,215	$	764,611	$	2,742,826

	Nine Months Ended September 30, 2019
	FPD		FCD		Total
North America (1)	$	797,092	$	401,921	$	1,199,013
Latin America(1)	134,716		23,574		158,290
Middle East and Africa	249,694		69,484		319,178
Asia Pacific	367,204		223,864		591,068
Europe	416,817		187,151		603,968
	$	1,965,523	$	905,994	$	2,871,517

(1) North America represents the United States and Canada; Latin America includes Mexico.

On September 30, 2020, the aggregate transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations was approximately ~~$17 million, with earnings before interest and taxes~~$435 million. We estimate recognition of approximately ~~$4 million.~~$130 million of this amount as revenue in the remainder of 2020 and an additional $305 million in 2021 and thereafter.

~~Effective May 2, 2017, we sold~~

Contract Balances

We receive payment from customers based on a contractual billing schedule and specific performance requirements as established in our ~~FCD's Gestra AG ("Gestra") business~~contracts. We record billings as accounts receivable when an unconditional right to ~~a leading provider~~consideration exists. A contract asset represents revenue recognized in advance of steam system solutions for $203.6 million (€178.3 million), which included $180.8 million (€158.3 million) of cash received at closing (net of divested cash and subsequent working capital adjustments). Additionally, we expectour right to receive ~~$23.6 million (€20.0 million)~~payment under the terms of ~~cash currently held~~a contract. A contract liability represents our right to receive payment in ~~escrow~~advance of revenue recognized for a contract.

The following tables present beginning and ending balances of contract assets and contract liabilities, current and long-term, for the nine months ended September 30, 2020 and 2019:


(Amounts in thousands)	Contract Assets, net (Current)		Long-term Contract Assets, net(1)		Contract Liabilities (Current)		Long-term Contract Liabilities(2)
Beginning balance, January 1, 2020	$	272,914	9,280		$	221,095	$	1,652
Revenue recognized that was included in contract liabilities at the beginning of the period	0		0		(159,376)		(1,198)
Revenue recognized in the period in excess of billings	654,967		0		0		0
Billings arising during the period in excess of revenue recognized	0		0		137,986		309
Amounts transferred from contract assets to receivables	(606,564)		191		0		0

Currency effects and other, net	(11,187)		(6,585)		(1,325)		15
Ending balance, September 30, 2020	$	310,130	$	2,886	$	198,380	$	778

Table of Co ntents


(Amounts in thousands)	Contract Assets, net (Current)		Long-term Contract Assets, net(1)		Contract Liabilities (Current)		Long-term Contract Liabilities(2)
Beginning balance, January 1, 2019	$	229,297	$	10,967	$	201,702	$	1,370
Revenue recognized that was included in contract liabilities at the beginning of the period	0		0		(129,265)		0
Revenue recognized in the period in excess of billings	584,784		0		0		0
Billings arising during the period in excess of revenue recognized	0		0		148,552		0
Amounts transferred from contract assets to receivables	(544,533)		(3,414)		0		0

Currency effects and other, net	(11,249)		539		3,254		248
Ending balance, September 30, 2019	$	258,299��	$	8,092	$	224,243	$	1,618

(1) Included in other assets, net.

(2) Included in retirement obligations and other liabilities.

4.Leases

We have operating and finance leases for certain manufacturing facilities, offices, service and quick response centers, machinery, equipment and automobiles. Our leases have remaining lease terms of up to 33 years. The terms and conditions of our leases may include options to extend or terminate the lease which are considered and included in the lease term when these options are reasonably certain of exercise.

We determine if a contract is (or contains) a lease at inception by evaluating whether the contract conveys the right to control the use of an identified asset. For all classes of leased assets, we have elected the practical expedient to account for any non-lease components in the contract together with the related lease component in the same unit of account. For lease contracts containing more than one lease component, we allocate the contract consideration to each of the lease components on the basis of relative standalone prices in order to identify the lease payments for each lease component.

Right-of-use ("ROU") assets and lease liabilities are recognized in our condensed consolidated balance sheets at the commencement date based on the present value of remaining lease payments over the lease term. Additionally, ROU assets include any lease payments made at or before the commencement date, as well as any initial direct costs incurred, and are reduced by any lease incentives received. As most of our operating leases do not provide an implicit rate, we apply our incremental borrowing rate to determine the present value of remaining lease payments. Our incremental borrowing rate is determined based on information available at the commencement date of the lease.

Operating leases are included in operating lease ROU assets, net and operating lease liabilities in our condensed consolidated balance sheets. Finance leases are included in property plant and equipment, debt due within one year and long-term debt due after one year in our condensed consolidated balance sheets.

We have certain lease contracts with terms and conditions that provide for variability in the payment amount based on changes in facts or circumstances occurring after the commencement date. These variable lease payments are recognized in our condensed consolidated income statements as the obligation is incurred.

We have certain lease contracts where we provide a guarantee to the lessor that the value of an underlying asset will be at least a specified amount at the end of ~~2017, which we~~the lease. Estimated amounts expected to be paid for residual value guarantees are included in operating lease liabilities and ROU assets, net.

We had $33.4 million and $34.7 million of legally binding minimum lease payments for operating leases signed but not yet commenced as of September 30, 2020 and December 31, 2019, respectively. We did not have ~~classified~~material subleases, leases that imposed significant restrictions or covenants, material related party leases or sale-leaseback arrangements.

Table of Co ntents

Other information related to our leases is as ~~an other current asset~~follows:


					September 30,		December 31,
(Amounts in thousands)					2020		2019
Operating Leases:
ROU assets recorded under operating leases					$	227,437	$	220,865
Accumulated amortization associated with operating leases					(60,587)		(34,647)
Total operating leases ROU assets, net					$	166,850	$	186,218

Liabilities recorded under operating leases (current)					$	34,634	$	36,108
Liabilities recorded under operating leases (non-current)					133,348		151,523
Total operating leases liabilities					$	167,982	$	187,631

Finance Leases:
ROU assets recorded under finance leases					$	26,942	$	19,606
Accumulated depreciation associated with finance leases					(8,443)		(7,551)
Total finance leases ROU assets, net(1)					$	18,499	$	12,055


Total finance leases liabilities(2)					$	18,540	$	11,788

The costs components of operating and finance leases are as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(Amounts in thousands)	2020		2019		2020		2019
Operating Lease Costs:
Fixed lease expense(3)	$	14,114	$	13,858	$	42,655	$	43,864

Variable lease expense(3)	1,569		1,119		5,260		3,999
Total operating lease expense	$	15,683	$	14,977	$	47,915	$	47,863

Finance Lease Costs:
Depreciation of finance lease ROU assets(3)	$	1,448	$	993	$	4,051	$	3,280
Interest on lease liabilities(4)	181		102		472		253
Total finance lease expense	$	1,629	$	1,095	$	4,523	$	3,533

_____________________

(1) Included in property, plant and equipment, net of accumulated depreciation.

(2) Included in debt due within one year and long-term debt due after one year, accordingly.

(3) Included in cost of sales and selling, general and administrative expense, accordingly.

(4) Included in interest expense.

Table of Co ntents

Supplemental cash flows information as of and for the nine months ended:


	September 30,
(Amounts in thousands, except lease term and discount rate)	2020			2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases(1)	$	51,918		$	39,642

Financing cash flows from finance leases(2)	3,408			4,177
ROU assets obtained in exchange for lease obligations:
Operating leases	$	16,327		15,739
Finance leases	12,278			10,184
Weighted average remaining lease term (in years)
Operating leases	8 years			9 years
Finance leases	7 years			4 years
Weighted average discount rate (percent)
Operating leases	4.4		%	4.6		%
Finance leases	3.5		%	3.7		%

_____________________

(1) Included in our condensed consolidated statement of cash flows, operating activities, prepaid expenses and other assets, net and retirement obligations and other. ~~The sale resulted~~

(2) Included in ~~a pre-tax gain of $130.2 million ($79.4 million after-tax) recorded in gain on sale of business in the~~our condensed consolidated ~~statements~~statement of ~~income.~~cash flows, financing activities, payments under other financing arrangements.

Future undiscounted lease payments under operating and finance leases as of September 30, 2020 were as follows (amounts in thousands):


Year ending December 31,	Operating Leases		Finance Leases
2020 (excluding the nine months ended September 30, 2020)	$	10,527	$	1,437
2021	37,135		5,281
2022	30,869		4,267
2023	24,494		2,775
2024	18,889		1,353
Thereafter	79,176		6,064
Total future minimum lease payments	$	201,090	$	21,177
Less: Imputed interest	(33,108)		(2,637)
Total	$	167,982	$	18,540

Other current liabilities	$	34,634	$	—
Operating lease liabilities	133,348		—
Debt due within one year	—		5,626
Long-term debt due after one year	—		12,914
Total	$	167,982	$	18,540

5.Stock-Based Compensation Plans

Effective January 1, 2020, our shareholders approved the Flowserve Corporation 2020 Long-Term Incentive Plan (“2020 Plan”). The ~~sale included Gestra’s manufacturing facility in Germany as well as related operations in the U.S., the United Kingdom ("U.K."), Spain, Poland, Italy, Singapore~~2020 Plan replaces and ~~Portugal. In 2016, Gestra recorded revenues of approximately $101 million (€92 million) with earnings before interest and taxes of approximately $17 million (€15 million).~~

~~Table of Contents~~


4.	~~Stock-Based Compensation Plans~~

~~We maintain~~supersedes the Flowserve Corporation Equity and Incentive Compensation Plan ~~(the "2010~~("2010 Plan")~~, which is a shareholder-approved plan authorizing~~ in its entirety. See Note 7 to our consolidated financial statements included in our 2019 Annual Report for additional information on the 2010 Plan. The 2020 Plan authorizes the issuance of ~~up to 8,700,000~~12,500,000 shares of our common stock in the form of

Table of Co ntents

restricted shares, restricted share units and performance-based units (collectively referred to as "Restricted Shares"), incentive stock options, non-statutory stock options, stock appreciation rights and bonus ~~stock.~~ stock, in addition to any shares available for issuance or subject to forfeiture under the 2010 Plan as of its expiration on December 31, 2019. Of the ~~8,700,000~~ shares of common stock authorized under the 2020 Plan and remaining shares under the 2010 Plan, ~~2,634,908~~13,527,202 were available for issuance as of September 30, ~~2017. In 2016 the long-term incentive program was amended to allow~~2020. Restricted Shares primarily vest over a three year period. Restricted Shares granted ~~after January 1, 2016~~ to employees who retire and have achieved at least 55 years of age and 10 years of service to continue to vest over the original vesting period ("55/10 Provision"). ~~Until the second quarter~~As of ~~2017, no previous stock options were outstanding. On May 4, 2017,~~September 30, 2020, 114,943 stock options were ~~granted~~outstanding, with a grant date fair value of $2.0 million ~~which is expected to be~~ recognized over ~~a weighted-average period of approximately~~ three years. NoAs of September 30, 2020, compensation associated with these stock options was fully earned. The total fair value of stock options vested during both the three and nine months ended September 30, 2020 was $2.0 million, compared to 0 stock options vested during both the three and nine months ended September 30, 2019. The fair value of each option award was estimated on the date of grant using the Black-Scholes option pricing model. NaN stock options were granted during the nine months ended September 30, ~~2017.~~2020 and 2019.

Restricted Shares – Awards of Restricted Shares are valued at the closing market price of our common stock on the date of grant. The unearned compensation is amortized to compensation expense over the vesting period of the restricted shares, except for awards related to the 55/10 Provision which are expensed in the period granted. We had unearned compensation of ~~$20.6~~$25.7 million and ~~$15.2~~$23.4 million at September 30, ~~2017~~2020 and December 31, ~~2016,~~2019, respectively, which is expected to be recognized over a remaining weighted-average period of ~~approximately~~approximately one ~~years.~~ year. These amounts will be recognized into net earnings in prospective periods as the ~~awards~~awards vest. The total fair value of Restricted Shares vested during the three months ended September 30, ~~2017~~2020 and ~~2016~~2019 was ~~$0.2~~$4.9 million and ~~$0.6~~$0.3 million, respectively. The total fair value of Restricted Shares vested during the nine months ended September 30, ~~2017~~2020 and ~~2016~~2019 was ~~$28.1~~$25.9 million ~~and $38.7~~and $16.5 million, respectively.

We recorded stock-based compensation expense of ~~$3.0~~ $4.3 million ($~~4.6~~5.6 million pre-tax) and ~~$3.9~~$5.5 million ($~~6.0~~7.2 million pre-tax) for the three months ended September 30, ~~2017~~2020 and ~~2016,~~2019, respectively. We recorded stock-based compensation expense of ~~$13.4~~$18.7 million ($~~20.3~~24.1 million pre-tax) ~~and $19.6~~and $17.4 million ($~~30.0~~22.5 million pre-tax) for the nine months ended September 30, ~~2017~~2020 and 2019, respectively. Performance-based shares granted in 2016 ~~respectively.~~did not vest due to performance targets not being achieved, resulting in 115,302 forfeited shares and a $4.5 million reduction of stock-based compensation expense for the nine months ended September 30, 2019.

The following table summarizes information regarding Restricted Shares:


	Nine Months Ended September 30, 2020
	Shares	Weighted Average Grant-Date Fair Value
Number of unvested shares:
Outstanding - January 1, 2020	1,690,600	$	46.71
Granted	706,340	46.92
Vested	(576,441)	44.99
Forfeited	(355,922)	49.32
Outstanding as of September 30, 2020	1,464,577	$	46.86

Nine Months Ended September 30, 2017
Shares
Weighted Average
Grant-Date Fair
Value
Number of unvested shares:
Outstanding - January 1, 2017 1,259,275
$ 50.77
Granted 697,832
49.81
Vested (473,426 ) 59.38
Canceled (207,618 ) 48.00
Outstanding as of September 30, 2017 1,276,063
$ 47.50

Unvested Restricted Shares outstanding as of September 30, ~~2017, includes~~2020 included approximately ~~888,000~~ 551,000units with performance-based vesting provisions. Performance-based units are issuable in common stock and vest upon the achievement of pre-defined performance targets. Performance-based units granted prior to 2017 have performance targets based on our average annual return on net assets over a three-year period as compared with the same measure for a defined peer group for the same period. Performance-based units granted in 2017 have performance targets based on our average return on invested capital and our total shareholder return ("TSR") over a three-year ~~period as compared with the same measures for a defined peer group for the same~~ period. Most unvested units were granted in three annual grants since January 1, ~~2015~~2018 and have a vesting percentage between 0% and 200% depending on the achievement of the specific performance targets. Except for shares granted under the 55/10 Provision, compensation expense is recognized ratably over a cliff-vesting period of 36 months, based on the fair value of our common stock on the date of grant, as adjusted for actual forfeitures. During the performance period, earned and unearned compensation expense is adjusted based on changes in the expected achievement of the performance targets for all performance-based units granted except for the TSR-based units. Vesting provisions range from 0 to approximately ~~1,701,000~~1,103,000 shares based on performance targets. As of September 30, ~~2017,~~2020, we estimate vesting of approximately ~~663,000~~608,000 shares based on expected achievement of performance targets.

Table of ~~Contents~~Co ntents

6.Derivative Instruments and Hedges


5.	~~Derivative Instruments and Hedges~~

Our risk management and foreign currency derivatives and hedging policy specifies the conditions under which we may enter into derivative contracts. See Notes 1 and 68 to our consolidated financial statements included in our ~~2016~~2019 Annual Report and Note ~~7 of~~8 of this Quarterly Report for additional information on our derivatives. We enter into foreign exchange forward contracts to hedge our cash flow risks associated with transactions denominated in currencies other than the local currency of the operation engaging in the transaction.

During the second quarter of 2017, we discontinued our program to designate forward exchange contracts. The discontinuance of this program had no impact on our financial position as of September 30, 2017. ForeignForeign exchange contracts with third parties ~~not designated as hedging instruments~~ had a notional value of ~~$237.6~~$399.6 million and ~~$393.2~~$398.5 million at September 30, ~~2017~~2020 and December 31, ~~2016,~~2019, respectively. At September 30, ~~2017,~~2020, the length of foreign exchange contracts currently in place ranged from 29 days to 2023 months.

We are exposed to risk from ~~credit-related~~credit-related losses resulting from nonperformance by counterparties to our financial instruments. We perform credit evaluations of our counterparties under foreign exchange contracts agreements and expect all counterparties to meet their obligations. We have not experienced credit losses from our counterparties.

The fair values of foreign exchange contracts are summarized below:


	September 30,		December 31,
(Amounts in thousands)	2020		2019
Current derivative assets	$	1,082	$	892
Noncurrent derivative assets	65		15
Current derivative liabilities	682		3,418
Noncurrent derivative liabilities	4		8

September 30, December 31,
(Amounts in thousands) 2017 2016
Current derivative assets $ 2,526
$ 682
Noncurrent derivative assets 173
—
Current derivative liabilities 1,172
6,878
Noncurrent derivative liabilities 42
355

Current and noncurrent derivative assets are reported in our condensed consolidated balance sheets in prepaid expenses and other and other assets, net, respectively. Current and noncurrent derivative liabilities are reported in our condensed consolidated balance sheets in accrued liabilities and retirement obligations and other liabilities, respectively.

The impact of net changes in the fair values of foreign exchange contracts are summarized below:


	Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(Amounts in thousands)	2017		2016			2017		2016		(Amounts in thousands)	2020		2019		2020		2019
Gain (loss) recognized in income	$	548	$	(774	)	$	219	$	5,587
Losses recognized in income										Losses recognized in income	$	(2,293)	$	(1,817)	$	(2,354)	$	(4,511)

Gains and losses recognized in our condensed consolidated statements of income for foreign exchange contracts are classified as other income (expense) ~~income,~~, net.

On September 22, 2020, as a means of managing the volatility of foreign currency exposure with the Euro/U.S. dollar exchange rate, we entered into a cross-currency swap ("Swap") associated with our Euro investment in certain of our international subsidiaries and was designated as a net investment hedge. We exclude the interest accruals on the swap from the assessment of hedge effectiveness and recognize the interest accruals in earnings within interest expense. For each reporting period, the change in the fair value of the swap attributable to changes in the spot rate and differences between the change in the fair value of the excluded components and the amounts recognized in earnings under the swap accrual process are reported in accumulated other comprehensive loss on our consolidated balance sheet. As of September 30, 2020, the notional value of the Swap was €163.2 million and has an early termination date of September 2025.

In March 2015, we designated €255.7 million of our ~~€500.0 million~~1.25% EUR 2022 Senior Notes ("2022 Euro ~~senior notes~~Senior Notes") discussed in Note 6 as a net investment hedge of our ~~investments~~Euro investment in certain of our international ~~subsidiaries that use~~subsidiaries. On September 22, 2020, we increased the designated hedged value on the 2022 Euro ~~as their functional currency. We used the spot method~~Senior Notes to ~~measure the effectiveness of our net investment hedge. Under this method, for~~€336.3 million. For each reporting period, the change in the carrying value ~~of the Euro senior notes~~ due to the remeasurement of the effective portion is reported in accumulated other comprehensive loss on our condensed consolidated balance sheet and the remaining change in the carrying value of the ineffective portion, if any, is recognized in other ~~expense,~~income (expense), net in our condensed consolidated statement of income.

We use the spot method to measure the effectiveness of both of the net investment hedges and evaluate the effectiveness ~~of our net investment hedge~~ on a prospective basis at the beginning of each quarter. We did not record any ineffectiveness ~~for~~ during the nine months ended September 30, ~~2017~~2020 and ~~2016.~~2019.

Table of ~~Contents~~Co ntents

7.Debt


6.	~~Debt~~

Debt, including ~~capital~~finance lease obligations, net of discounts and debt issuance costs, consisted of:


	September 30,		December 31,
(Amounts in thousands, except percentages)	2020		2019
1.25% EUR Senior Notes due March 17, 2022, net of unamortized discount and debt issuance costs of $1,239 and $2,653	393,403		$	557,847
3.50% USD Senior Notes due September 15, 2022, net of unamortized discount and debt issuance costs of $1,410 and $1,924	498,590		498,076
4.00% USD Senior Notes due November 15, 2023, net of unamortized discount and debt issuance costs of $1,455 and $1,777	298,545		298,223
3.50% USD Senior Notes due October 1, 2030, net of unamortized discount and debt issuance costs of $6,277 as of September 30, 2020	493,723		0

Finance lease obligations and other borrowings	25,402		23,103
Debt and finance lease obligations	1,709,663		1,377,249
Less amounts due within one year	8,581		11,272

Total debt due after one year	$	1,701,082	$	1,365,977

September 30,
December 31,
(Amounts in thousands, except percentages) 2017 2016
1.25% EUR Senior Notes due March 17, 2022, net of unamortized discount and debt issuance costs of $5,558 and $5,748 $ 585,042
$ 519,902
4.00% USD Senior Notes due November 15, 2023, net of unamortized discount and debt issuance costs of $2,687 and $2,972 297,313
297,028
3.50% USD Senior Notes due September 15, 2022, net of unamortized discount and debt issuance costs of $3,386 and $3,848 496,614
496,152
Term Loan Facility, interest rate of 2.58% at September 30, 2017 and 2.25% at December 31, 2016, net of debt issuance costs of $694 and $745 179,306
224,255
Capital lease obligations and other borrowings 28,417
33,286
Debt and capital lease obligations 1,586,692
1,570,623
Less amounts due within one year 80,635
85,365
Total debt due after one year $ 1,506,057
$ 1,485,258

Senior Notes

On September 14, 2020, we completed a public offering of $500.0 million in aggregate principal amount of senior notes due October 1, 2030 ("2030 Senior Notes"). The 2030 Senior Notes bear an interest rate of 3.50% per year, payable on April 1 and October 1 of each year, commencing on April 1, 2021. The 2030 Senior Notes were priced at 99.656% of par value, reflecting a discount to the aggregate principal amount. We used a portion of the net proceeds of the 2030 Senior Notes offering to fund a partial tender offer of our 2022 Euro Senior Notes. As of September 30, 2020 we had tendered $191.4 million of our 2022 Euro Senior Notes and have recorded in interest expense an early extinguishment loss of $1.2 million. We intend to use the remaining net proceeds from the 2030 Senior Notes for future debt reduction.

Senior Credit Facility

~~As discussed in Note 10 to our consolidated financial statements included in our 2016 Annual Report,~~On September 4, 2020, we amended our credit agreement with Bank of America, N.A., as administrative agent, and the other lenders party thereto ("Amended Credit Agreement") to provide greater flexibility in maintaining adequate liquidity in the event we have the need to access available borrowings under our Senior Credit Facility ("Credit Facility"). The Amended Credit Agreement provides for an ~~initial $400.0~~$800.0 million ~~term loan (“Term Loan Facility”) and a $1.0 billion revolving~~unsecured senior credit facility ~~(“Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Credit Facility”)~~ with a maturity date of ~~October 14, 2020. On~~July 16, 2024. The Credit Facility includes a $750.0 million sublimit for the issuance of letters of credit and a $30.0 million sublimit for swing line loans. We have the right to increase the amount of the Credit Facility by an aggregate amount not to exceed $400.0 million, subject to certain conditions, including each Lender's approval providing any increase.

The Amended Credit Agreement, among other things, (i) replaces the existing leverage ratio financial covenant (the “Existing Leverage Covenant”) with a leverage ratio financial covenant that requires the Company’s ratio of consolidated funded indebtedness, minus the amount of all cash and cash equivalents on our balance sheet in excess of $250.0 million, to the Company’s Consolidated EBITDA, not to exceed 4.00 to 1.00 as of the last day of any quarter through and including December 31, 2021 (the “Covenant Relief Period”), (ii) amends the Existing Leverage Covenant to provide that it will not be tested until the quarter ending March 31, 2022, (iii) provides that the Existing Leverage Covenant, beginning March 31, 2022, cannot exceed 4.00 to 1.00 (or as increased to 4.50 to 1.00 in connection with certain acquisitions) and (iv) limits the Company’s ability to pay dividends and repurchase its shares of common stock, par value $1.25, during the Covenant Relief Period, to an amount not to exceed 115% of the total amount of dividends and share repurchases we made during the period commencing January 1, 2019 through and including June 30, ~~2017, we amended our existing Senior Credit Facility.~~ 2020.

The ~~amendment, among other changes, includes the following: (i) a decrease of the Revolving Credit Facility commitment from $1.0 billion~~interest rates per annum applicable to $800 million, (ii) an increase of the leverage ratio from 3.50 to 4.00 times debt to total Consolidated EBITDA, through June 30, 2019, with a step-down to 3.75 for any fiscal quarter ending after July 1, 2019, (iii) the addition of a new pricing level on our senior unsecured long-term debt ratings for Ba2/BB, with an increase in interest rate margin for LIBOR loans to 2.00% and for base rate loans to 1.00% and (iv) a revision to the restrictions on the ability to incur debt by decreasing the maximum principal amount of priority debt allowed from 15% to 7.5% of the consolidated tangible assets and a decrease on the maximum amount of receivables that could be securitized from $200 million to $100 million. All other material terms and conditions of the Senior Credit Facility, ~~remained unchanged as discussed~~other than with respect to swing line loans, are LIBOR plus between 1.000% to 1.750%, depending on our debt rating by either Moody’s Investors Service, Inc. or Standard & Poor’s Financial Services LLC ("S&P") Ratings, or, at our option, the Base Rate (as defined in ~~Note 10~~the Credit Agreement) plus between 0.000% to 0.750% depending on our ~~consolidated financial statements included~~debt rating by either Moody’s Investors Service, Inc. or S&P Ratings. At September 30, 2020, the interest rate on the Senior Credit Facility was LIBOR plus 1.375% in the case of LIBOR loans and the Base Rate plus 0.375% in the case of Base Rate loans. In addition, a commitment fee is payable quarterly in arrears on the daily unused portions of the Credit Facility. The commitment fee will be between 0.090% and 0.300% of unused amounts under the Credit

Facility depending on our ~~2016 Annual Report.~~debt rating by either Moody’s Investors Service, Inc. or S&P’s Ratings. The commitment fee was 0.20% (per annum) during the period ended September 30, 2020.

AsAs of September 30, ~~2017~~2020 and December 31, ~~2016,~~2019, we had ~~no amounts outstanding under the Revolving Credit Facility.~~ 0 revolving loans outstanding. We had outstanding letters of credit of ~~$91.8~~$54.1 million and ~~$102.6~~$88.5 million at September 30, ~~2017~~2020 and December 31, ~~2016, respectively, which reduced~~2019, respectively. As of September 30, 2020, the amount available for borrowings under our ~~borrowing capacity~~Senior Credit Facility was $745.9 million, compared to ~~$708.2~~$711.5 million ~~and $553.5 million, respectively.~~ at December 31, 2019.

Our compliance with applicable financial covenants under the Senior Notes and Credit Facility isare tested ~~quarterly, and we complied~~quarterly. We were in compliance with all applicable covenants as of September 30, ~~2017.~~2020.

We may prepay loans under our Senior Credit Facility in whole or in part, without premium or penalty, at any time. A commitment fee, which is payable quarterly on the daily unused portions of the Senior Credit Facility, was 0.150% (per annum) during the period ended September 30, 2017. During the nine months ended September 30, 2017, we made scheduled repayments of $45.0 million under our Term Loan Facility. We have scheduled repayments of $15.0 million due in each of the next four quarters on our Term Loan Facility.

8.Fair Value


7.	~~Fair Value~~

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models may be applied. Assets and liabilities recorded at fair value in our condensed consolidated balance sheets are categorized by hierarchical levels based upon the level of judgment ~~associated~~ associated with the inputs used to measure their fair values. Recurring fair value measurements are limited to investments in derivative instruments. The fair value measurements of our derivative instruments are determined using models that maximize the use of the observable market inputs including interest rate curves and both forward and spot prices for currencies, and are classified as Level II under the fair value hierarchy. The fair values of our derivatives are included in Note 5.6.

~~Table of Contents~~

Our financial instruments are presented at fair value in our condensed consolidated balance sheets, with the exception of our long-term debt. The estimated fair value of our long-term debt, excluding the Senior Notes, approximates the carrying value and is classified as Level II under the fair value ~~hierarchy.~~hierarchy. The carrying value of our debt is included in Note 6.7. The estimated fair value of our Senior Notes at September 30, ~~2017~~2020 was ~~$1,400.1~~$1,711.9 million compared to the carrying value of ~~$1,379.0~~$1,684.3 million. The estimated fair value of the Senior Notes is based on Level I quoted market rates. The carrying amounts of our other ~~financial~~financial instruments (e.g., cash and cash equivalents, accounts receivable, net, accounts payable and short-term debt) approximated fair value due to their short-term nature at September 30, ~~2017~~2020 and December 31, ~~2016.~~2019.


8.	~~Inventories~~

9.Inventories

Inventories, net consisted of the following:


	September 30,		December 31,
(Amounts in thousands)	2020		2019
Raw materials	$	345,419	$	328,080
Work in process	246,902		192,993
Finished goods	207,239		218,408

Less: Excess and obsolete reserve	(85,071)		(78,644)
Inventories, net	$	714,489	$	660,837

September 30,
December 31,
(Amounts in thousands) 2017 2016
Raw materials $ 374,154
$ 348,012
Work in process 682,522
629,766
Finished goods 208,465
206,086
Less: Progress billings (233,040 ) (216,783 )
Less: Excess and obsolete reserve (80,503 ) (69,391 )
Inventories, net $ 951,598
$ 897,690

In the second quarter of 2017 we recorded a $16.9 million inventory charge for costs incurred related to a contract to supply oil and gas platform equipment to an end user in Latin America. This charge was primarily related to our IPD reporting segment and resulted in a decrease to finished goods.

Table of ~~Contents~~Co ntents

10.Earnings Per Share


9.	~~Earnings Per Share~~

The following is a reconciliation of net earnings of Flowserve Corporation and weighted average shares for calculating net earnings per common share. Earnings per weighted average common share outstanding was calculated as follows:


	Three Months Ended September 30,
(Amounts in thousands, except per share data)	2020		2019
Net earnings of Flowserve Corporation	$	51,003	$	59,842
Dividends on restricted shares not expected to vest	0		0
Earnings attributable to common and participating shareholders	$	51,003	$	59,842
Weighted average shares:
Common stock	130,292		131,122
Participating securities	21		23
Denominator for basic earnings per common share	130,313		131,145
Effect of potentially dilutive securities	587		701
Denominator for diluted earnings per common share	130,900		131,846
Earnings per common share:
Basic	$	0.39	$	0.46
Diluted	0.39		0.45

Three Months Ended September 30,
(Amounts in thousands, except per share data) 2017 2016
Net earnings (loss) of Flowserve Corporation $ 47,605
$ (15,841 )
Dividends on restricted shares not expected to vest —
—
Earnings (loss) attributable to common and participating shareholders $ 47,605
$ (15,841 )
Weighted average shares:
Common stock 130,681
130,299
Participating securities 79
—
Denominator for basic earnings per common share 130,760
130,299
Effect of potentially dilutive securities 636
—
Denominator for diluted earnings per common share 131,396
130,299
Earnings (loss) per common share:
Basic $ 0.36
$ (0.12 )
Diluted 0.36
(0.12 )


	Nine Months Ended September 30,
(Amounts in thousands, except per share data)	2020		2019
Net earnings of Flowserve Corporation	$	59,433	$	166,243
Dividends on restricted shares not expected to vest	0		0
Earnings attributable to common and participating shareholders	$	59,433	$	166,243
Weighted average shares:
Common stock	130,390		131,070
Participating securities	23		22
Denominator for basic earnings per common share	130,413		131,092
Effect of potentially dilutive securities	655		605
Denominator for diluted earnings per common share	131,068		131,697
Earnings per common share:
Basic	$	0.46	$	1.27
Diluted	0.45		1.26

Nine Months Ended September 30,
(Amounts in thousands, except per share data) 2017 2016
Net earnings of Flowserve Corporation $ 108,534
$ 72,398
Dividends on restricted shares not expected to vest —
5
Earnings attributable to common and participating shareholders $ 108,534
$ 72,403
Weighted average shares:
Common stock 130,574
130,087
Participating securities 111
298
Denominator for basic earnings per common share 130,685
130,385
Effect of potentially dilutive securities 653
522
Denominator for diluted earnings per common share 131,338
130,907
Earnings per common share:
Basic $ 0.83
$ 0.56
Diluted 0.83
0.55

Diluted earnings per share above is based upon the weighted average number of shares as determined for basic earnings per share plus shares potentially issuable in conjunction with stock options and Restricted Shares. ~~As a result~~

Table of ~~the net loss for the three months ended September 30, 2016, we excluded 803,251 of unvested Restricted Shares from the calculation of diluted EPS due to their anti-dilutive effect.~~Co ntents

11.Legal Matters and Contingencies


~~10.~~	~~Legal Matters and Contingencies~~

Asbestos-Related Claims

We are a defendant in a substantial number of lawsuits that seek to recover damages for personal injury allegedly caused by exposure to asbestos-containing products manufactured and/or distributed by our heritage companies in the past. Typically, these lawsuits have been brought against multiple defendants in state and federal courts. While the overall number of asbestos-related claims in which we or our predecessors have been named has generally declined in recent years, there can be no assurance that this trend will continue, or that the average cost per claim to us will not further increase. Asbestos-containing materials incorporated into any such products were encapsulated and used as internal components of process equipment, and we do not believe that any significant emission of asbestos fibers occurred during the use of this equipment.

~~Table of Contents~~

Our practice is to vigorously contest and resolve these claims, and we have been successful in resolving a majority of claims with little or no ~~payment.~~ payment, other than legal fees. Activity related to asbestos claims during the periods indicated was as follows:


	Three Months Ended		Nine Months		Year Ended
	September 30,		September 30,		December 31,
	2020	2019	2020	2019	2019
Beginning claims(1)	8,100	8,315	8,345	8,619	8,619
New claims	635	656	1,672	1,671	2,314
Resolved claims	(398)	(699)	(1,706)	(2,027)	(2,601)
Other(2)	9	5	35	14	13
Ending claims(1)	8,346	8,277	8,346	8,277	8,345

____________________

(1) All claims data in each period excludes inactive claims, as the Company considers it unlikely that inactive cases will be pursued further by the respective plaintiffs. A claim is classified as inactive either due to inactivity over a period of time or if designated as inactive by the applicable court.

(2) Represents the net change in claims as a result of the reclassification of active cases as inactive and inactive cases as active during the period indicated.Cases moved from active to inactive status are removed from the claims count without being accounted for as a "Resolved claim", and cases moved from inactive status to active status are added back to the claims count without being accounted for as a “New claim”.

During the nine months ended September 30, 2020, the Company paid (net of insurance and/or indemnity) approximately $12.1 million to defend, resolve or otherwise dispose of outstanding claims, including legal and other related expenses.

Historically, a high percentage of resolved claims have been covered by applicable insurance or indemnities from other companies, and we believe that a substantial majority of existing claims should continue to be covered by insurance or ~~indemnities. Accordingly,~~indemnities, in whole or in part.

We believe that our reserve for asbestos claims and the receivable for recoveries from insurance carriers that we have recorded ~~a liability~~ for ~~our~~these claims reflects reasonable and probable estimates of these amounts. Our estimate of our ultimate exposure for asbestos claims, however, is subject to significant uncertainties, including the ~~most likely settlement~~timing and number and types of ~~asserted~~new claims, ~~and a related receivable from insurers or other companies for our estimated recovery, to the extent we believe that the amounts of recovery are probable and not otherwise in dispute. While~~ unfavorable court rulings, judgments or settlement terms ~~regarding~~and ultimate costs to settle. Additionally, including the continued viability of carriers, may also impact the amount of probable insurance recoveries. We believe that these ~~claims~~uncertainties could have a material adverse impact on our business, financial condition, results of operations and cash flows, though we currently believe the likelihood is remote.

Additionally, we have claims pending against certain insurers that, if resolved more favorably than reflected in the recorded receivables, would result in discrete gains in the applicable quarter. ~~We are currently unable to estimate the impact, if any, of unasserted asbestos-related claims, although future claims would also be subject to then existing indemnities and insurance coverage.~~

~~United Nations Oil-for-Food Program~~

In mid-2006, the French authorities began an investigation of over 170 French companies, of which one of our French subsidiaries was included, concerning suspected inappropriate activities conducted in connection with the United Nations Oil for Food Program. As previously disclosed, the French investigation of our French subsidiary was formally opened in the first quarter of 2010, and our French subsidiary filed a formal response with the French court. In July 2012, the French court ruled against our procedural motions to challenge the constitutionality of the charges and quash the indictment. Hearings occurred on April 1-2, 2015, and the Company presented its defense and closing arguments. On June 18, 2015, the French court issued its ruling dismissing the case against the Company and the other defendants. However, on July 1, 2015, the French prosecutor lodged an appeal and we anticipate that the hearing for the appeal will be held in 2018. We currently do not expect to incur additional case resolution costs of a material amount in this matter. However, if the French authorities ultimately take enforcement action against our French subsidiary regarding its investigation, we may be subject to monetary and non-monetary penalties, which we currently do not believe will have a material adverse financial impact on our company.

Other

We are currently involved as a potentially responsible party at five former public waste disposal sites in various stages of evaluation or remediation. The projected cost of remediation at these sites, as well as our alleged "fair share" allocation, will remain uncertain until all studies have been completed and the parties have either negotiated an amicable resolution or the matter has been judicially resolved. At each site, there are many other parties who have similarly been identified. Many of the other parties identified are financially strong and solvent companies that appear able to pay their share of the remediation costs. Based on our information about the waste disposal practices at these sites and the environmental regulatory process in general, we believe that it is likely that ultimate remediation liability costs for each site will be apportioned among all liable parties, including site owners and waste transporters, according to the volumes and/or toxicity of the wastes shown to have been disposed of at the sites. We believe that our financial exposure for existing disposal sites will not be materially in excess of accrued reserves.

As previously disclosed in our 2016 Annual Report, we terminated an employee of an overseas subsidiary after uncovering actions that violated our Code of Business Conduct and may have violated the Foreign Corrupt Practices Act. We completed our internal investigation into the matter, self-reported the potential violation to the United States Department of Justice (the “DOJ”) and the SEC, and continue to cooperate with the DOJ and SEC. We previously received a subpoena from the SEC requesting additional information and documentation related to the matter and have completed our response to the subpoena. We currently believe that this matter will not have a material adverse financial impact on the Company, but there can be no assurance that the Company will not be subjected to monetary penalties and additional costs. Claims

We are also a defendant in a number of other lawsuits, including product liability claims, that are insured, subject to the applicable deductibles, arising in the ordinary course of business, and we are also involved in other uninsured routine litigation incidental to our business. We currently believe none of such litigation, either individually or in the aggregate, is material to our business, operations or overall financial condition. However, litigation is inherently unpredictable, and resolutions or

Table of Co ntents

dispositions of claims or lawsuits by settlement or otherwise could have an adverse impact on our financial position, results of operations or cash flows for the reporting period in which any such resolution or disposition occurs.

Although none of the aforementioned potential liabilities can be quantified with absolute certainty except as otherwise indicated above, we have established or adjusted reserves covering exposures relating to contingencies, to the extent believed to be reasonably estimable and probable based on past experience and available facts. While additional exposures beyond these reserves could exist, they currently cannot be estimated. We will continue to evaluate and update the reserves as necessary and appropriate.

12.Retirement and Postretirement Benefits

~~Table of Contents~~


~~11.~~	~~Retirement and Postretirement Benefits~~

Components of the net periodic cost for retirement and postretirement benefits for the three months ended September 30, ~~2017~~2020 and ~~2016~~2019 were as follows:


	U.S. Defined Benefit Plans				Non-U.S. Defined Benefit Plans				Postretirement Medical Benefits
(Amounts in millions)	2020		2019		2020		2019		2020		2019
Service cost	$	6.4	$	5.9	$	2.0	$	1.3	$	0	$	0
Interest cost	3.8		4.5		1.8		2.0		0.1		0.2
Expected return on plan assets	(6.4)		(6.4)		(1.4)		(1.7)		0		0
Amortization of prior service cost	0		0		0.1		0.1		0		0
Amortization of unrecognized net loss (gain)	1.7		1.0		1.2		0.6		0		0
Net periodic cost recognized	$	5.5	$	5.0	$	3.7	$	2.3	$	0.1	$	0.2

U.S.
Defined Benefit Plans

Non-U.S.
Defined Benefit Plans

Postretirement
Medical Benefits
(Amounts in millions) 2017 2016 2017 2016 2017 2016
Service cost $ 5.6
$ 5.6
$ 1.7
$ 1.8
$ —
$ —
Interest cost 4.3
4.8
2.2
2.9
0.3
0.3
Expected return on plan assets (6.2 ) (6.0 ) (2.1 ) (2.7 ) —
—
Amortization of prior service cost —
0.2
—
—
—
—
Amortization of unrecognized net loss (gain) 1.5
1.2
0.9
1.3
(0.1 ) (0.1 )
Net periodic cost recognized $ 5.2
$ 5.8
$ 2.7
$ 3.3
$ 0.2
$ 0.2

Components of the net periodic cost for retirement and postretirement benefits for the nine ~~months~~ months ended September 30, ~~2017~~2020 and ~~2016~~2019 were as follows:


	U.S. Defined Benefit Plans				Non-U.S. Defined Benefit Plans				Postretirement Medical Benefits
(Amounts in millions)	2020		2019		2020		2019		2020		2019
Service cost	$	19.4	$	17.4	$	5.4	$	4.2	$	0	$	0
Interest cost	11.3		13.2		5.0		6.5		0.4		0.5
Expected return on plan assets	(19.3)		(19.2)		(3.8)		(5.5)		0		0
Amortization of prior service cost	0.1		0.1		0.2		0.2		0.1		0.1
Amortization of unrecognized net loss (gain)	5.2		2.8		3.3		2.1		(0.1)		(0.1)
Net periodic cost recognized	$	16.7	$	14.3	$	10.1	$	7.5	$	0.4	$	0.5

The components of net periodic cost for retirement and postretirement benefits other than service costs are included in other income (expense), net in our condensed consolidated statement of income.

13.Shareholders’ Equity

U.S.
Defined Benefit Plans

Non-U.S.
Defined Benefit Plans

Postretirement
Medical Benefits
(Amounts in millions) 2017 2016 2017 2016 2017 2016
Service cost $ 16.7
$ 16.9
$ 5.1
$ 5.3
$ —
$ —
Interest cost 12.7
14.3
6.6
8.8
0.7
0.9
Expected return on plan assets (18.4 ) (18.0 ) (6.3 ) (8.0 ) —
—
Amortization of prior service cost 0.1
0.4
—
—
0.1
0.1
Amortization of unrecognized net loss (gain) 4.5
3.7
2.6
3.7
(0.2 ) (0.3 )
Net periodic cost recognized $ 15.6
$ 17.3
$ 8.0
$ 9.8
$ 0.6
$ 0.7


~~12.~~	~~Shareholders’ Equity~~

Dividends – Generally, our dividend date-of-record is in the last month of the quarter, and the dividend is paid the following month. Any subsequent dividends will be reviewed by our Board of Directors and declared in its ~~discretion dependent on its assessment of our financial situation and business outlook at the applicable time.~~discretion.

Dividends declared per share were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Dividends declared per share	$	0.20	$	0.19	$	0.60	$	0.57

Share Repurchase Program– ~~On November 13,~~In 2014, our Board of Directors approved a $500.0 million share repurchase authorization. Our share repurchase program does not have an expiration date and we reserve the right to limit or terminate the repurchase program at ~~anytime~~any time without notice.

We had no0 repurchases of shares of our outstanding common stock for the three months ended September 30, 2020, compared to 113,656 shares repurchases for $5.4 million for the same period in 2019. We repurchased 1,057,115 shares of our outstanding common stock for $32.1 million, and 113,656 shares for $5.4 million during the nine months ended September 30, ~~2017~~2020 and ~~2016.~~2019, respectively. As of September 30, ~~2017~~2020, we had ~~$160.7~~$113.6 million of remaining capacity under our current share repurchase program.


~~13.~~	~~Income Taxes~~

14.Income Taxes

For the three months ended September 30, ~~2017,~~2020, we earned ~~$68.4~~$72.3 million before taxes and provided for income taxes of ~~$19.6~~$18.7 million resulting in an effective tax rate of ~~28.7%~~25.8%. For the nine months ended September 30, ~~2017,~~2020, we earned ~~$196.1~~$125.5 million before taxes and provided for income taxes of ~~$85.8~~$59.2 million resulting in an effective tax rate of ~~43.8%~~47.2%. The effective tax rate varied from the U.S. federal statutory rate for the three ~~and nine~~ months ended September 30, ~~2017~~2020 primarily due to the net impact of foreign ~~operations, losses in certain foreign jurisdictions~~operations. The effective tax rate varied from the U.S. federal statutory rate for ~~which no tax benefit was provided and taxes related~~the nine months ended September 30, 2020 primarily due to the ~~sale~~establishment of a valuation allowance against certain deferred tax assets given the ~~Gestra~~current and ~~Vogt businesses.~~anticipated impact to the Company's operations resulting from the COVID-19 pandemic and the distressed oil prices, and the net impact of foreign operations.

For the three months ended September 30, ~~2016,~~ ~~we incurred a pre-tax loss of~~ ~~$12.2 million~~ ~~and provided for income taxes of~~ ~~$2.8 million~~ ~~resulting in an effective tax rate of negative~~ ~~23.2%. For the nine months ended September 30, 2016,~~2019, we earned ~~$123.1~~$84.4 million before taxes and provided for income taxes of ~~$49.5~~$22.4 million resulting in an effective tax rate of ~~40.2%~~26.6%. For the nine months ended September 30, 2019, we earned $231.5 million before taxes and provided for income taxes of $58.6 million resulting in an effective tax rate of 25.3%. The effective tax rate varied from the U.S. federal statutory rate for the three months ended September 30, 2019 primarily due to the BEAT provision in the Tax Reform Act and state tax. The effective tax rate varied from the U.S. federal statutory rate for the nine months ended September 30, 2019 primarily due to the BEAT provision in the Tax Reform Act and state tax, partially offset by the net impact of foreign operations.

In response to the COVID-19 pandemic, many governments have enacted or are contemplating measures to provide aid and economic stimulus. These measures may include deferring the due dates of tax payments or other changes to their income and non-income-based tax laws. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which was enacted on March 27, 2020 in the U.S., includes measures to assist companies, including temporary changes to income and non-income-based tax laws. For the three and nine months ended September 30, ~~2016 primarily due~~2020, there were no material tax impacts to our condensed consolidated financial statements as they relate to the ~~net impact of foreign operations, tax impacts from our Realignment Programs~~CARES Act or any other global COVID-19 measures. We continue to monitor additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service and ~~losses in certain foreign jurisdictions for which no tax benefit was provided.~~

~~Table of Contents~~

others.

As of September 30, ~~2017,~~2020, the amount of unrecognized tax benefits increased by ~~$3.1~~$6.0 million from December 31, ~~2016.~~2019. With limited exception, we are no longer subject to U.S. federal income tax audits for years through ~~2015,~~2017, state and local income tax audits for years through ~~2011~~2013 or non-U.S. income tax audits for years through ~~2010.~~2012. We are currently under examination for various years in ~~Austria, France,~~Canada, Germany, India, Indonesia, Italy, ~~Singapore,~~Mexico, the Netherlands, Philippines, Saudi Arabia, the U.S. and Venezuela.

It is reasonably possible that within the next 12 months the effective tax rate will be impacted by the resolution of some or all of the matters audited by various taxing authorities. It is also reasonably possible that we will have the statute of limitations close in various taxing jurisdictions within the next 12 months. As such, we estimate we could record a reduction in our tax expense of approximately $8$7 million within the next 12 months.

Table of Co ntents


~~14.~~	~~Segment Information~~

15.Segment Information

The following is a summary of the financial information of the reportable segments reconciled to the amounts reported in the condensed consolidated financial statements:


Three Months Ended September 30, 2020
(Amounts in thousands)	FPD		FCD		Subtotal–Reportable Segments		Eliminations and All Other		Consolidated Total
Sales to external customers	$	669,535	$	254,766	$	924,301	$	—	$	924,301
Intersegment sales	673		455		1,128		(1,128)		—
Segment operating income	86,660		30,752		117,412		(30,090)		87,322

Three Months Ended September 30, 2019
	FPD		FCD		Subtotal–Reportable Segments		Eliminations and All Other		Consolidated Total
Sales to external customers	$	682,798	$	312,911	$	995,709	$	—	$	995,709
Intersegment sales	(52)		1,066		1,014		(1,014)		—
Segment operating income	85,461		49,243		134,704		(30,126)		104,578


Nine Months Ended September 30, 2020
(Amounts in thousands)	FPD		FCD		Subtotal–Reportable Segments		Eliminations and All Other		Consolidated Total
Sales to external customers	$	1,978,215	$	764,611	$	2,742,826	$	—	$	2,742,826
Intersegment sales	1,710		2,280		3,990		(3,990)		—
Segment operating income	186,740		74,160		260,900		(105,923)		154,977

Nine Months Ended September 30, 2019
	FPD		FCD		Subtotal–Reportable Segments		Eliminations and All Other		Consolidated Total
Sales to external customers	$	1,965,523	$	905,994	$	2,871,517	$	—	$	2,871,517
Intersegment sales	1,249		2,716		3,965		(3,965)		—
Segment operating income	242,085		134,689		376,774		(94,581)		282,193

Three Months Ended September 30, 2017
(Amounts in thousands) Engineered Product Division Industrial Product Division Flow Control Division Subtotal–Reportable Segments Eliminations and All Other Consolidated Total
Sales to external customers $ 416,031
$ 180,347
$ 287,002
$ 883,380
$ —
$ 883,380
Intersegment sales 8,157
9,388
686
18,231
(18,231 ) —
Segment operating income (loss) 51,782
(3,551 ) 48,497
96,728
(22,709 ) 74,019

Three Months Ended September 30, 2016
(Amounts in thousands) Engineered Product Division Industrial Product Division Flow Control Division Subtotal–Reportable Segments Eliminations and All Other Consolidated Total
Sales to external customers $ 451,354
$ 196,172
$ 298,413
$ 945,939
$ —
$ 945,939
Intersegment sales 7,098
7,126
937
15,161
(15,161 ) —
Segment operating (loss) income (1) (21,982 ) (17,062 ) 53,717
14,673
(14,561 ) 112

(1) Prior period amounts have been revised to reflect the correction of certain immaterial errors. See Note 2 for more information. Of the $2.9 million adjustment to consolidated operating (loss) income, $3.2 million related to the EPD segment, $(1.4) million related to the IPD segment, $0.9 million related to the FCD segment and $0.2 million related to Eliminations and All Other.

Nine Months Ended September 30, 2017
(Amounts in thousands) Engineered Product Division Industrial Product Division Flow Control Division Subtotal–Reportable Segments Eliminations and All Other Consolidated Total
Sales to external customers $ 1,252,541
$ 533,302
$ 840,919
$ 2,626,762
$ —
$ 2,626,762
Intersegment sales 24,022
26,640
2,608
53,270
(53,270 ) —
Segment operating income (loss) 106,902
(46,016 ) 254,120
315,006
(65,036 ) 249,970

Nine Months Ended September 30, 2016
(Amounts in thousands) Engineered Product Division Industrial Product Division Flow Control Division Subtotal–Reportable Segments Eliminations and All Other Consolidated Total
Sales to external customers $ 1,418,434
$ 591,008
$ 910,111
$ 2,919,553
$ —
$ 2,919,553
Intersegment sales 25,763
24,772
5,410
55,945
(55,945 ) —
Segment operating income (loss)(1) 97,402
(10,434 ) 140,541
227,509
(62,702 ) 164,807

Table of ~~Contents~~Co ntents

16.Accumulated Other Comprehensive Income (Loss)

(1) Prior period amounts have been revised to reflect the correction of certain immaterial errors. See Note 2 for more information. Of the $(4.8) million adjustment to consolidated operating income (loss), $(1.1) million related to the EPD segment, $(4.3) million related to the IPD segment, $0.4 million related to the FCD segment and $0.2 million related to Eliminations and All Other.


~~15.~~	~~Accumulated Other Comprehensive Loss~~

The following table presents the changes in accumulated other comprehensive loss ("AOCL"), net of tax for the three months ended September 30, ~~2017~~2020 and ~~2016:~~

2019:


	2017												2016													2020								2019
(Amounts in thousands)	Foreign currency translation items(1)			Pension and other post-retirement effects			Cash flow hedging activity			Total(1)			Foreign currency translation items(1)			Pension and other post-retirement effects			Cash flow hedging activity			Total(1)			(Amounts in thousands)	Foreign currency translation items(1)		Pension and other post-retirement effects		Cash flow hedging activity		Total(1)		Foreign currency translation items(1)		Pension and other post-retirement effects		Cash flow hedging activity		Total(1)
Balance - July 1	$	(415,506	)	$	(137,188	)	$	(1,154	)	$	(553,848	)	$	(408,605	)	$	(114,525	)	$	(2,255	)	$	(525,385	)	Balance - July 1	$	(507,633)	$	(129,094)	$	(573)	$	(637,300)	$	(443,828)	$	(117,244)	$	(753)	$	(561,825)
Other comprehensive income (loss) before reclassifications	17,674			(2,004		)	12			15,682			(15,587		)	1,952			39			(13,596		)	Other comprehensive income (loss) before reclassifications	25,204		(3,647)		41		21,598		(30,600)		2,184		44		(28,372)
Amounts reclassified from AOCL	—			1,560			—			1,560			—			1,767			521			2,288			Amounts reclassified from AOCL	0		2,671		0		2,671		0		1,464		0		1,464
Net current-period other comprehensive income (loss)	17,674			(444		)	12			17,242			(15,587		)	3,719			560			(11,308		)	Net current-period other comprehensive income (loss)	25,204		(976)		41		24,269		(30,600)		3,648		44		(26,908)
Balance - September 30	$	(397,832	)	$	(137,632	)	$	(1,142	)	$	(536,606	)	$	(424,192	)	$	(110,806	)	$	(1,695	)	$	(536,693	)	Balance - September 30	$	(482,429)	$	(130,070)	$	(532)	$	(613,031)	$	(474,428)	$	(113,596)	$	(709)	$	(588,733)

(1) Includes foreign currency translation adjustments attributable to noncontrolling interests of ~~$3.9~~$5.9 million and ~~$3.5~~$5.2 million at July 1, ~~2017~~2020 and ~~2016,~~2019, respectively, and ~~$3.9~~ $5.8 million and ~~$3.5~~$5.1 million ~~for~~at September 30, ~~2017~~2020 and ~~2016,~~2019, respectively. Includes net investment hedge losses of ~~$6.3~~$12.1 million and ~~$2.2~~gains of $9.3 million, net of deferred taxes, ~~for the three months ended~~at September 30, ~~2017~~2020 and ~~2016,~~2019, respectively. Amounts in parentheses indicate debits.

The following table presents the reclassifications out of AOCL:


		Three Months Ended September 30,								Three Months Ended September 30,
(Amounts in thousands)	Affected line item in the statement of income	2017(1)			2016 (1)			(Amounts in thousands)	Affected line item in the statement of income	2020(1)		2019(1)

Cash flow hedging activity
Foreign exchange contracts

	Sales	$	—		$	(717	)
	Tax benefit	—			196
	Net of tax	$	—		$	(521	)

Pension and other postretirement effects								Pension and other postretirement effects
Amortization of actuarial losses(2)		$	(2,284	)	$	(2,395	)	Amortization of actuarial losses(2)	Other income (expense), net	$	(2,942)	$	(1,564)
Prior service costs(2)		(57		)	(153		)	Prior service costs(2)	Other income (expense), net	(150)		(131)
	Tax benefit	781			781				Tax benefit	421		231
	Net of tax	$	(1,560	)	$	(1,767	)		Net of tax	$	(2,671)	$	(1,464)

(1) Amounts in parentheses indicate decreases to income. None of the ~~reclass~~reclassified amounts have a noncontrolling interest component.

(2) These ~~accumulated other comprehensive loss~~AOCL components are included in the computation of net periodic pension cost. See Note 1112 for additional details.

Table of ~~Contents~~Co ntents

The following table presents the changes in AOCL, net of tax for the nine months ended September 30, ~~2017~~2020 and ~~2016:~~2019:


	2020								2019
(Amounts in thousands)	Foreign currency translation items(1)		Pension and other post-retirement effects		Cash flow hedging activity		Total(1)		Foreign currency translation items(1)		Pension and other post-retirement effects		Cash flow hedging activity		Total(1)
Balance - January 1	$	(441,407)	$	(137,161)	$	(671)	$	(579,239)	$	(447,925)	$	(120,647)	$	(858)	$	(569,430)
Other comprehensive (loss) income before reclassifications	(41,022)		(531)		139		(41,414)		(26,503)		2,576		149		(23,778)
Amounts reclassified from AOCL	0		7,622		0		7,622		0		4,475		0		4,475
Net current-period other comprehensive (loss) income	(41,022)		7,091		139		(33,792)		(26,503)		7,051		149		(19,303)
Balance - September 30	$	(482,429)	$	(130,070)	$	(532)	$	(613,031)	$	(474,428)	$	(113,596)	$	(709)	$	(588,733)

2017 2016
(Amounts in thousands) Foreign currency translation items(1) Pension and other post-retirement effects Cash flow hedging activity Total(1) Foreign currency translation items(1) Pension and other post-retirement effects Cash flow hedging activity Total(1)
Balance - January 1 $ (483,609 ) $ (136,530 ) $ (1,238 ) $ (621,377 ) $ (411,615 ) $ (120,461 ) $ (3,458 ) $ (535,534 )
Other comprehensive income (loss) before reclassifications 85,225
(5,818 ) 73
79,480
(12,577 ) 4,330
633
(7,614 )
Amounts reclassified from AOCL 552
4,716
23
5,291
—
5,325
1,130
6,455
Net current-period other comprehensive income (loss) 85,777
(1,102 ) 96
84,771
(12,577 ) 9,655
1,763
(1,159 )
Balance - September 30 $ (397,832 ) $ (137,632 ) $ (1,142 ) $ (536,606 ) $ (424,192 ) $ (110,806 ) $ (1,695 ) $ (536,693 )

(1) Includes foreign currency translation adjustments attributable to noncontrolling interests of ~~$3.4~~$5.1 million and ~~$2.7~~$4.5 million at January 1, ~~2017~~2020 and ~~2016 and $3.9~~2019, respectively, and $5.8 million and ~~$3.5~~$5.1 million ~~for~~at September 30, ~~2017~~2020 and ~~2016,~~2019, respectively. Includes net investment hedge losses of ~~$19.6~~$24.6 million ~~and $10.3~~and $5.9 million⁽²⁾, net of deferred taxes, for the nine months ended September 30, ~~2017~~2020 and ~~2016,~~2019, respectively. Amounts in parentheses indicate debits.

~~(2) Previously disclosed as a loss of $6.1 million in 2016. No incremental impact on our consolidated financial condition or result of operations.~~

The following table presents the reclassifications out of AOCL:



		Nine Months Ended September 30,
(Amounts in thousands)	Affected line item in the statement of income	2020(1)		2019(1)
















Pension and other postretirement effects
Amortization of actuarial losses(2)	Other income (expense), net	$	(8,456)	$	(4,727)
Prior service costs(2)	Other income (expense), net	(429)		(408)
	Tax benefit	1,263		660
	Net of tax	$	(7,622)	$	(4,475)

Nine Months Ended September 30,
(Amounts in thousands) Affected line item in the statement of income 2017(1) 2016 (1)
Foreign currency translation items
Release of cumulative translation adjustments due to sale of business(2) Gain on sale of business $ (552 ) $ —
Tax benefit —
—
Net of tax $ (552 ) $ —

Cash flow hedging activity
Foreign exchange contracts
Sales $ (30 ) $ (1,531 )
Tax benefit 7
401
Net of tax $ (23 ) $ (1,130 )

Pension and other postretirement effects
Amortization of actuarial losses(2) $ (6,885 ) $ (7,184 )
Prior service costs(2) (172 ) (458 )
Tax benefit 2,341
2,317
Net of tax $ (4,716 ) $ (5,325 )

(1) Amounts in parentheses indicate decreases to income. None of the ~~reclass~~reclassified amounts have a noncontrolling interest component.

(2) These ~~accumulated other comprehensive loss~~AOCL components are included in the computation of net periodic pension cost. See Note 1112 for additional details.

1917.Realignment and Transformation Programs

~~Table of Contents~~


~~16.~~	~~Realignment Programs~~

~~In the first quarter of 2015, we initiated a realignment program ("R1 Realignment Program") to reduce and optimize certain non-strategic QRCs and manufacturing facilities.~~ In the second quarter of ~~2015,~~2020, we identified and initiated ~~a second~~certain realignment ~~program ("R2 Realignment Program")~~activities resulting from our Flowserve 2.0 Transformation Program (defined below) to ~~better align~~right-size our organizational operations based on the current business environment, with the overall objective to reduce our workforce costs, ~~and improve long-term efficiency,~~ including ~~further~~ manufacturing optimization through the consolidation of certain facilities ~~a reduction in our workforce, the transfer of~~("2020 Realignment Program"). The realignment activities ~~from high-cost regions to lower-cost facilities and the divestiture of certain non-strategic assets.~~

~~The R1 Realignment Program and the R2 Realignment Program (collectively the "Realignment Programs")~~ consist of ~~both~~ restructuring and non-restructuring charges. Restructuring charges represent costs associated with the relocation ~~or reorganization~~ of certain business activities and facility closures and include related severance costs. Non-restructuring charges are primarily employee severance associated with the workforce ~~reductions to reduce redundancies.~~reductions. Expenses are primarily reported in ~~COS~~cost of sales ("COS") or selling, general and administrative ("SG~~&A,~~&A"), as applicable, in our condensed consolidated statements of income. We anticipate a total investment in these ~~programs~~activities of approximately ~~$360~~$75 million ~~including projects~~and that the majority of the charges will be incurred in ~~process or under final evaluation. We anticipate~~ 2020. There are certain other realignment activities that are currently being evaluated, but have not yet been finalized. The realignment programs initiated in 2015 ("2015

Table of Co ntents

Realignment Programs"), which consisted of both restructuring and non-restructuring charges, were substantially complete as of March 31, 2020, resulting in $362.4 million of total charges incurred through the completion of the programs.

In the second quarter of 2018, we launched and committed resources to ~~incur the remaining charges throughout the remainder~~our Flowserve 2.0 Transformation ("Flowserve 2.0 Transformation"), a program designed to transform our business model to drive operational excellence, reduce complexity, accelerate growth, improve organizational health and better leverage our existing global platform. The Flowserve 2.0 Transformation expenses incurred primarily consist of ~~2017~~professional services, project management and ~~into 2018.~~related travel costs recorded in SG&A expenses.

Generally, the aforementioned charges will be paid in cash, except for asset write-downs, which are non-cash charges. The following is a summary of total charges, net of adjustments, related to ~~the~~our realignment activities and Flowserve 2.0 Transformation charges. Realignment charges incurred in 2020 related to our 2020 Realignment Program and realignment charges incurred in 2019 related to our 2015 Realignment Programs:


	Three Months Ended September 30, 2020
(Amounts in thousands)	FPD		FCD		Subtotal–Reportable Segments		All Other		Consolidated Total
Realignment Charges
Restructuring Charges
COS	$	5,469	$	590	$	6,059	$	0	$	6,059
SG&A	(10)		(2)		(12)		0		(12)

	$	5,459	$	588	$	6,047	$	0	$	6,047
Non-Restructuring Charges
COS	$	1,210	$	(1,366)	$	(156)	$	(245)	$	(401)
SG&A	1,097		75		1,172		613		1,785
	$	2,307	$	(1,291)	$	1,016	$	368	$	1,384
Total Realignment Charges
COS	$	6,679	$	(776)	$	5,903	$	(245)	$	5,658
SG&A	1,087		73		1,160		613		$	1,773

Total	$	7,766	$	(703)	$	7,063	$	368	$	7,431

Transformation Charges

SG&A	$	—	$	—	$	—	$	4,746	$	4,746

	$	—	$	—	$	—	$	4,746	$	4,746

Total Realignment and Transformation Charges
COS	$	6,679	$	(776)	$	5,903	$	(245)	$	5,658
SG&A	1,087		73		1,160		5,359		6,519

Total	$	7,766	$	(703)	$	7,063	$	5,114	$	12,177

Three Months Ended September 30, 2017
(Amounts in thousands) Engineered Product Division Industrial Product Division Flow Control Division Subtotal–Reportable Segments Eliminations and All Other Consolidated Total
Restructuring Charges
     COS $ 5,252
$ 19
$ 5,396
$ 10,667
$ —
$ 10,667
     SG&A 831
28
364
1,223
(8 ) 1,215
     Income tax expense 1,000
—
—
1,000
—
1,000
$ 7,083
$ 47
$ 5,760
$ 12,890
$ (8 ) $ 12,882
Non-Restructuring Charges

     COS $ 1,793
$ 2,002
$ (242 ) $ 3,553
$ —
$ 3,553
     SG&A (113 ) (407 ) 658
138
1,218
1,356
$ 1,680
$ 1,595
$ 416
$ 3,691
$ 1,218
$ 4,909
Total Realignment Charges
     COS $ 7,045
$ 2,021
$ 5,154
$ 14,220
$ —
$ 14,220
     SG&A 718
(379 ) 1,022
1,361
1,210
$ 2,571
     Income tax expense 1,000
—
—
1,000
—
$ 1,000
Total $ 8,763
$ 1,642
$ 6,176
$ 16,581
$ 1,210
$ 17,791

Table of ~~Contents~~Co ntents


	Three Months Ended September 30, 2019
(Amounts in thousands)	FPD		FCD		Subtotal–Reportable Segments		All Other		Consolidated Total
Realignment Charges
Restructuring Charges
COS	$	197	$	811	$	1,008	$	0	$	1,008
SG&A	37		0		37		0		37

	$	234	$	811	$	1,045	$	0	$	1,045
Non-Restructuring Charges
COS	$	2,409	$	3	$	2,412	$	0	$	2,412
SG&A	343		0		343		994		1,337
	$	2,752	$	3	$	2,755	$	994	$	3,749
Total Realignment Charges
COS	$	2,606	$	814	$	3,420	$	0	$	3,420
SG&A	380		0		380		994		$	1,374

Total	$	2,986	$	814	$	3,800	$	994	$	4,794

Transformation Charges

SG&A	$	—	$	—	$	—	$	5,058	$	5,058

	$	—	$	—	$	—	$	5,058	$	5,058

Total Realignment and Transformation Charges
COS	$	2,606	$	814	$	3,420	$	0	$	3,420
SG&A	380		$	0	380		6,052		6,432

Total	$	2,986	$	814	$	3,800	$	6,052	$	9,852

Three Months Ended September 30, 2016
(Amounts in thousands) Engineered Product Division Industrial Product Division Flow Control Division Subtotal–Reportable Segments Eliminations and All Other Consolidated Total
Restructuring Charges
     COS $ 5,711
$ 15,599
$ 796
$ 22,106
$ —
$ 22,106
     SG&A 393
3,928
20
4,341
(32 ) 4,309
     Income tax expense 2,000
2,800
600
5,400
—
5,400
$ 8,104
$ 22,327
$ 1,416
$ 31,847
$ (32 ) $ 31,815
Non-Restructuring Charges

     COS $ 2,707
$ 445
$ (749 ) $ 2,403
$ (6 ) $ 2,397
     SG&A 1,010
(344 ) 623
1,289
1,385
2,674
$ 3,717
$ 101
$ (126 ) $ 3,692
$ 1,379
$ 5,071
Total Realignment Charges
     COS $ 8,418
$ 16,044
$ 47
$ 24,509
$ (6 ) $ 24,503
     SG&A 1,403
3,584
643
5,630
1,353
$ 6,983
     Income tax expense 2,000
2,800
600
5,400
—
$ 5,400
Total $ 11,821
$ 22,428
$ 1,290
$ 35,539
$ 1,347
$ 36,886

Nine Months Ended September 30, 2017
(Amounts in thousands) Engineered Product Division Industrial Product Division Flow Control Division Subtotal–Reportable Segments Eliminations and All Other Consolidated Total
Restructuring Charges
     COS $ 5,444
$ 6,111
$ 6,575
$ 18,130
$ —
$ 18,130
     SG&A 637
213
(289 ) 561
67
628
     Income tax expense 1,000
—
—
1,000
—
1,000
$ 7,081
$ 6,324
$ 6,286
$ 19,691
$ 67
$ 19,758
Non-Restructuring Charges

     COS $ 6,965
$ 5,818
$ 2,459
$ 15,242
$ —
$ 15,242
     SG&A 7,311
9,968
3,957
21,236
3,772
25,008
$ 14,276
$ 15,786
$ 6,416
$ 36,478
$ 3,772
$ 40,250
Total Realignment Charges
     COS $ 12,409
$ 11,929
$ 9,034
$ 33,372
$ —
$ 33,372
     SG&A 7,948
10,181
3,668
21,797
3,839
25,636
     Income tax expense 1,000
—
—
1,000
—
1,000
Total $ 21,357
$ 22,110
$ 12,702
$ 56,169
$ 3,839
$ 60,008

Table of ~~Contents~~Co ntents


	Nine Months Ended September 30, 2020
(Amounts in thousands)	FPD		FCD		Subtotal–Reportable Segments		All Other		Consolidated Total
Realignment Charges
Restructuring Charges
COS	$	18,800	$	318	$	19,118	$	0	$	19,118
SG&A	221		(5)		216		0		216

	$	19,021	$	313	$	19,334	$	0	$	19,334
Non-Restructuring Charges
COS	$	13,339	$	7,876	$	21,215	$	303	$	21,518
SG&A	10,899		4,459		15,358		16,107		31,465
	$	24,238	$	12,335	$	36,573	$	16,410	$	52,983
Total Realignment Charges
COS	$	32,139	$	8,194	$	40,333	$	303	$	40,636
SG&A	11,120		4,454		15,574		16,107		31,681

Total	$	43,259	$	12,648	$	55,907	$	16,410	$	72,317

Transformation Charges

SG&A	—		—		—		16,007		16,007

	$	—	$	—	$	—	$	16,007	$	16,007

Total Realignment and Transformation Charges
COS	$	32,139	$	8,194	$	40,333	$	303	$	40,636
SG&A	11,120		4,454		15,574		32,114		47,688

Total	$	43,259	$	12,648	$	55,907	$	32,417	$	88,324

Table of Co ntents

Nine Months Ended September 30, 2016
(Amounts in thousands) Engineered Product Division Industrial Product Division Flow Control Division Subtotal–Reportable Segments Eliminations and All Other Consolidated Total
Restructuring Charges
     COS $ 10,566
$ 17,709
$ 3,083
$ 31,358
$ —
$ 31,358
     SG&A 9,211
5,717
356
15,284
—
15,284
     Income tax expense 2,000
2,800
600
5,400
—
5,400
$ 21,777
$ 26,226
$ 4,039
$ 52,042
$ —
$ 52,042
Non-Restructuring Charges

     COS $ 3,844
$ 4,729
$ 2,970
$ 11,543
$ 8
$ 11,551
     SG&A 1,989
56
2,212
4,257
2,644
6,901
$ 5,833
$ 4,785
$ 5,182
$ 15,800
$ 2,652
$ 18,452
Total Realignment Charges
     COS $ 14,410
$ 22,438
$ 6,053
$ 42,901
$ 8
$ 42,909
     SG&A 11,200
5,773
2,568
19,541
2,644
22,185
     Income tax expense 2,000
2,800
600
5,400
—
5,400
Total $ 27,610
$ 31,011
$ 9,221
$ 67,842
$ 2,652
$ 70,494


	Nine Months Ended September 30, 2019
(Amounts in thousands)	FPD		FCD		Subtotal–Reportable Segments		All Other		Consolidated Total
Restructuring Charges
COS	$	1,892	$	1,291	$	3,183	$	0	$	3,183
SG&A(1)	(17,072)		413		(16,659)		0		(16,659)

	$	(15,180)	$	1,704	$	(13,476)	$	0	$	(13,476)
Non-Restructuring Charges
COS	$	9,531	$	72	$	9,603	$	0	$	9,603
SG&A	770		34		804		2,237		3,041
	$	10,301	$	106	$	10,407	$	2,237	$	12,644
Total Realignment Charges
COS	$	11,423	$	1,363	$	12,786	$	0	$	12,786
SG&A	(16,302)		447		(15,855)		2,237		(13,618)

Total	$	(4,879)	$	1,810	$	(3,069)	$	2,237	$	(832)

Transformation Charges

SG&A	—		—		—		21,044		21,044

	$	—	$	—	$	—	$	21,044	$	21,044

Total Realignment and Transformation Charges
COS	$	11,423	$	1,363	$	12,786	$	0	$	12,786
SG&A	(16,302)		447		(15,855)		23,281		7,426

Total	$	(4,879)	$	1,810	$	(3,069)	$	23,281	$	20,212

(1) Primarily consists of gains from the sales of non-strategic manufacturing facilities that were included in our 2015 Realignment Programs.

Table of Co ntents

The following is a summary of total inception to date charges, net of adjustments, related to the 2020 Realignment ~~Programs:~~Program initiated in 2020:


	Inception to Date
(Amounts in thousands)	FPD		FCD		Subtotal–Reportable Segments		All Other		Consolidated Total
Realignment Charges
Restructuring Charges
COS	$	17,119	$	423	$	17,542	$	0	$	17,542
SG&A	116		22		138		0		138

	$	17,235	$	445	$	17,680	$	0	$	17,680
Non-Restructuring Charges
COS	$	13,213	$	1,551	$	14,764	$	303	$	15,067
SG&A	10,413		4,387		14,800		15,465		30,265
	$	23,626	$	5,938	$	29,564	$	15,768	$	45,332
Total Realignment Charges
COS	$	30,332	$	1,974	$	32,306	$	303	$	32,609
SG&A	10,529		4,409		14,938		15,465		30,403

Total	$	40,861	$	6,383	$	47,244	$	15,768	$	63,012

Inception to Date
(Amounts in thousands) Engineered Product Division Industrial Product Division (1) Flow Control Division Subtotal–Reportable Segments Eliminations and All Other Consolidated Total
Restructuring Charges
     COS $ 40,155
$ 46,759
$ 20,564
$ 107,478
$ —
$ 107,478
     SG&A 18,454
15,811
9,262
43,527
85
43,612
     Income tax expense(2) 10,400
9,300
1,800
21,500
—
21,500
$ 69,009
$ 71,870
$ 31,626
$ 172,505
$ 85
$ 172,590
Non-Restructuring Charges

     COS $ 23,125
$ 20,000
$ 14,392
$ 57,517
$ 8
$ 57,525
     SG&A 17,304
18,177
8,796
44,277
8,205
52,482
$ 40,429
$ 38,177
$ 23,188
$ 101,794
$ 8,213
$ 110,007
Total Realignment Charges
     COS $ 63,280
$ 66,759
$ 34,956
$ 164,995
$ 8
$ 165,003
     SG&A 35,758
33,988
18,058
87,804
8,290
96,094
     Income tax expense(2) 10,400
9,300
1,800
21,500
—
21,500
Total $ 109,438
$ 110,047
$ 54,814
$ 274,299
$ 8,298
$ 282,597

~~____________________________~~

~~(1) Includes $48.2 million of restructuring charges, primarily COS, related to the R1 Realignment Program.~~

~~(2) Income tax expense includes exit taxes as well as non-deductible costs.~~

Restructuring charges represent costs associated with the relocation or reorganization of certain business activities and facility closures and include costs related to employee severance at closed facilities, contract termination costs, asset write-downs and other costs. Severance costs primarily include costs associated with involuntary termination benefits. Contract termination costs include costs related to the termination of operating leases or other contract termination costs. Asset write-downs include accelerated depreciation of fixed assets, accelerated amortization of intangible assets, divestiture of certain non-strategic assets and inventory write-downs. Other costs generally include costs related to employee relocation, asset relocation, vacant facility costs (i.e., taxes and insurance) and other charges.

~~Table of Contents~~

The following is a summary of restructuring charges, net of adjustments, for ~~the~~our restructuring activities. Restructuring charges incurred in 2020 related to our 2020 Realignment Program and restructuring charges incurred in 2019 related to our 2015 Realignment Programs:


	Three Months Ended September 30, 2020
(Amounts in thousands)	Severance		Contract Termination		Asset Write-Downs		Other		Total

COS	$	4,704	$	0	$	331	$	1,024	$	6,059
SG&A	(16)		0		3		1		(12)

Total	$	4,688	$	0	$	334	$	1,025	$	6,047


	Three Months Ended September 30, 2019
(Amounts in thousands)	Severance		Contract Termination		Asset Write-Downs		Other		Total
COS	$	(729)	$	3	$	19	$	1,715	$	1,008
SG&A	(9)		0		5		41		37

Total	$	(738)	$	3	$	24	$	1,756	$	1,045

Table of Co ntents


	Three Months Ended September 30, 2017											Nine Months Ended September 30, 2020
(Amounts in thousands)	Severance		Contract Termination		Asset Write-Downs		Other		Total		(Amounts in thousands)	Severance		Contract Termination		Asset Write-Downs		Other		Total
COS	$	9,197	$	—	$	59	$	1,411	$	10,667	COS	$	16,959	$	0	$	1,322	$	837	$	19,118
SG&A	440		—		52		723		1,215		SG&A	228				25		(37)		216
Income tax expense	—		—		—		1,000		1,000

Total	$	9,637	$	—	$	111	$	3,134	$	12,882	Total	$	17,187	$	0	$	1,347	$	800	$	19,334


	Three Months Ended September 30, 2016											Nine Months Ended September 30, 2019
(Amounts in thousands)	Severance		Contract Termination		Asset Write-Downs		Other		Total		(Amounts in thousands)	Severance		Contract Termination		Asset Write-Downs/ (Gains)		Other		Total
COS	$	19,674	$	—	$	1,309	$	1,123	$	22,106	COS	$	1,099	$	51	$	(799)	$	2,832	$	3,183
SG&A	2,948		—		66		1,295		4,309
Income tax expense	—		—		—		5,400		5,400
SG&A(1)											SG&A(1)	1,609		0		(18,496)		228		(16,659)

Total	$	22,622	$	—	$	1,375	$	7,818	$	31,815	Total	$	2,708	$	51	$	(19,295)	$	3,060	$	(13,476)

(1) Primarily consists of gains from the sales of non-strategic manufacturing facilities that were included in our 2015 Realignment Programs.

Nine Months Ended September 30, 2017
(Amounts in thousands) Severance Contract Termination Asset Write-Downs Other Total
     COS $ 4,978
$ 226
$ 5,210
$ 7,716
$ 18,130
     SG&A (1,377 ) —
242
1,763
628
     Income tax expense —
—
—
1,000
1,000
Total $ 3,601
$ 226
$ 5,452
$ 10,479
$ 19,758

Nine Months Ended September 30, 2016
(Amounts in thousands) Severance Contract Termination Asset Write-Downs Other Total
     COS $ 22,975
$ —
$ 3,853
$ 4,530
$ 31,358
     SG&A 5,036
—
103
10,145
15,284
     Income tax expense —
—
—
5,400
5,400
Total $ 28,011
$ —
$ 3,956
$ 20,075
$ 52,042

The following is a summary of total inception to date restructuring charges, net of adjustments, related to ~~the~~our 2020 Realignment ~~Programs:~~Program initiated in 2020:


	Inception to Date
(Amounts in thousands)	Severance		Contract Termination		Asset Write-Downs		Other		Total
COS	$	15,276	$	0	$	1,325	$	941	$	17,542
SG&A	110		0		27		1		138

Total	$	15,386	$	0	$	1,352	$	942	$	17,680

Inception to Date
(Amounts in thousands) Severance Contract Termination Asset Write-Downs Other Total (1)
     COS(1) $ 76,922
$ 834
$ 14,127
$ 15,595
$ 107,478
     SG&A 29,390
43
1,671
12,508
43,612
     Income tax expense(2) —
—
—
21,500
21,500
Total $ 106,312
$ 877
$ 15,798
$ 49,603
$ 172,590

~~(1) Includes $48.2 million of restructuring charges, primarily COS, related to the R1 Realignment Program.~~

~~(2) Income tax expense includes exit taxes as well as non-deductible costs.~~

~~Table of Contents~~

The following represents the activity, primarily severance charges from reductions in force, related to the restructuring ~~reserve for the Realignment Programs~~reserves for the nine months ended September 30, ~~2017~~2020 and ~~2016:~~2019:




(Amounts in thousands)	2020		2019
Balance at January 1	$	6,703	$	11,927
Charges, net of adjustments	17,986		5,817
Cash expenditures	(4,772)		(8,196)
Other non-cash adjustments, including currency	425		(461)
Balance at September 30	$	20,342	$	9,087

2017 2016
(Amounts in thousands) R1 Realignment Program R2 Realignment Program Total R1 Realignment Program R2 Realignment Program Total
Balance at December 31 $ 12,594
$ 47,733
$ 60,327
$ 25,156
$ 33,147
$ 58,303
Charges, net of adjustments (3,425 ) 16,501
13,076
7,919
28,316
36,235
Cash expenditures (10,542 ) (15,946 ) (26,488 ) (5,131 ) (22,886 ) (28,017 )
Other non-cash adjustments, including currency 3,378
(7,940 ) (4,562 ) (7,695 ) (864 ) (8,559 )
Balance at September 30 $ 2,005
$ 40,348
$ 42,353
$ 20,249
$ 37,713
$ 57,962


~~Item 2.~~	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and notes thereto, and the other financial data included elsewhere in this Quarterly Report. The following discussion should also be read in conjunction with our audited consolidated financial statements, and notes thereto, and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A") included in our ~~2016~~2019 Annual Report.

Table of Co ntents

EXECUTIVE OVERVIEW

Our Company

We ~~believe that we~~ are a world-leading manufacturer and aftermarket service provider of comprehensive flow control systems. We develop and manufacture precision-engineered flow control equipment integral to the movement, control and protection of the flow of materials in our customers’ critical processes. Our product portfolio of pumps, valves, seals, automation and aftermarket services supports global infrastructure industries, including oil and gas, chemical, power generation and water management, as well as general industrial markets where our products and services add value. Through our manufacturing platform and global network of Quick Response Centers ("QRCs"), we offer a broad array of aftermarket equipment services, such as installation, advanced diagnostics, repair and retrofitting. We currently employ ~~approximately 17,000~~approximately 16,000 employees in more than 50 ~~countries.~~countries.

Our business model is significantly influenced by the capital and operating spending of global infrastructure industries for the placement of new products into service and aftermarket services for existing operations. The worldwide installed base of our products is an important source of aftermarket revenue, where products are expected to ensure the maximum operating time of many key industrial processes. ~~Over the past several years, we~~We have significantly invested in our aftermarket strategy to provide local support to drive customer investments in our offerings and use of our services to replace or repair installed products. The aftermarket portion of our business also helps provide business stability during various economic periods. The aftermarket service and solutions business, which is primarily served by our ~~network~~network of ~~177~~ 165 QRCs located around the globe, provides a variety of service offerings for our customers including spare parts, service solutions, product life cycle solutions and other value-added services. It is generally a higher margin business compared to our original equipment business and a key component of our ~~profitable growth~~business strategy.

Our operations are conducted through ~~three~~two business segments that are referenced throughout this MD&A:

~~EPD~~•Flowserve Pump Division ("FPD") for ~~long lead-time,~~ custom, ~~and other~~ highly-engineered pumps, ~~and~~pre-configured industrial pumps, pump systems, mechanical seals, auxiliary systems and replacement parts and related services; and

~~IPD for engineered and pre-configured industrial pumps and pump systems and related products and services; and~~

~~FCD~~•Flow Control Division ("FCD") for engineered and industrial valves, control valves, actuators and controls and related services.

Our business segments share a focus on industrial flow control technology and have a ~~high~~ number of common customers. These segments also have complementary product offerings and technologies that are often combined in applications that provide us a net competitive advantage. Our segments also benefit from our global footprint and our economies of scale in reducing administrative and overhead costs to serve customers more cost effectively. For example, our segments share leadership for operational support functions, such as sales, research and development, marketing and supply chain.

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The reputation of our product portfolio is built on more than 50 well-respected brand names such as Worthington, IDP, Valtek, Limitorque, Durco, Argus, Edward, ~~Anchor/Darling, SIHI, Halberg~~Valbart and Durametallic, which we believe to be one of the most comprehensive in the industry. Our products and services are sold either directly or through designated channels to more than 10,000 companies, including some of the world’s leading engineering, procurement and construction ("EPC") firms, original equipment manufacturers, distributors and end users.

We continue to leverage our QRC network to be positioned as near to customers as possible for service and support in order to capture valuable aftermarket business. Along with ensuring that we have the local capability to sell, install and service our equipment in remote regions, it is equally imperative to continuously improve our global operations. WeDespite recent headwinds caused by the COVID-19 pandemic, we continue to ~~expand~~enhance our global supply chain capability to increase our ability to meet global customer demands and ~~ensure~~improve the quality and timely delivery of our ~~products.~~products over the long-term. Additionally, we continue to devote resources to improving the supply chain processes across our business segments to find areas of synergy and cost reduction and to improve our supply chain management capability to ~~ensure it can~~ meet global customer demands. We also remain focused on improving on-time delivery and quality, while managing warranty costs as a percentage of sales across our global operations, through the assistance of a focused Continuous Improvement Process ("CIP") initiative.The goal of the CIP initiative, which includes lean manufacturing, six sigma business management strategy and value engineering, is to maximize service fulfillment to customers through on-time delivery, reduced cycle time and quality at the highest internal productivity.

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COVID-19 Update

The COVID-19 pandemic continues to have an impact on human health, the global economy and society at large. The pandemic is expected to continue to adversely impact, for its duration, our operations and financial performance.In response, we continue to actively monitor the impacts of the COVID-19 pandemic on all aspects of our business and geographies. Our cross-functional crisis management team established during the first quarter of 2020 has continued monitoring and making recommendations to management to help us continue operating as an essential business, while also protecting the health and safety of our associates.

Despite our evolving response, the COVID-19 pandemic has had an adverse effect on our performance during the nine months of 2020, which we expect will continue through at least the remainder of 2020.While we cannot reasonably estimate with certainty the duration and severity of the COVID-19 pandemic or its ultimate impact on the global economy, our business or our financial condition and results, we nonetheless remain committed to providing the critical support, products and services that our customers rely on, and currently believe that we will emerge from these events well positioned for long-term growth.

Health and Safety of Our Associates

The health and safety of our associates, suppliers and customers around the world continues to be our first priority as we continue to navigate the COVID-19 pandemic, including recent spikes in cases in various geographies in which we operate. We are incredibly proud of the great teamwork exhibited by our global workforce who have demonstrated strong resilience in adapting to continually evolving health and safety guidelines while addressing these challenging times and providing products and services to our customers.

We have implemented policies and practices to help protect our workforce so they can safely and effectively carry out their vital work, and we have continued to revise those policies and practices in light of guidance received from local and regional health authorities where appropriate. We instituted global restrictions on non-essential travel in March 2020 and the work-from-home policy for all non-essential employees who are able to do so has continued in effect in locations where health officials have advised such policies, including for our global headquarters in Irving, Texas, which will maintain its work-from-home policy at least through the end of 2020. In those locations where employees are going to work in our facilities, we have continued taking steps, consistent with guidelines from local and global health experts to protect our employees so that we can continue to manufacture critical technologies and equipment, including providing face coverings and other personal protective equipment, enhanced cleaning of sites and implemented social distancing protocols.

Our employees and facilities have a key role in keeping essential infrastructure and industries operating, including oil and gas, water, chemical, power generation and other essential industries, such as food and beverage and healthcare. While some of our facilities have experienced periods of temporary closures during the first six months of 2020 in accordance with decrees, orders and laws in their respective countries and geographies, as of November 13, 2020, all of our facilities are open and operational, and are running close to pre-COVID-19 levels as we continue to make essential products and provide services for our customers. However, the measures described above, combined with continued employee costs and under-absorption of manufacturing costs as a result of temporary closures and work-from-home policies, have had and are expected to continue having an adverse impact on our financial performance throughout the remainder of the pandemic.

Customer Demand

During the first nine months of 2020, the COVID-19 pandemic’s reduction in global demand for oil and gas, coupled with excessive supply due to disagreements between the Organization of Petroleum Exporting Countries (“OPEC”) and other oil producing nations in the first half of 2020, led to extreme volatility in global markets and in oil prices. These conditions have adversely impacted our customers, particularly in the oil and gas markets. For example, in the first half of 2020, these conditions drove a significant and broad-based decrease in customer planned capital spending, leading many of our large customers to announce double-digit capital expenditure budget decreases for the remainder of 2020. As a result, we saw overall bookings decline by 21.2% in the third quarter of 2020 as compared to the same period in 2019, resulting in a lower sequential backlog, though we have not seen a significant increase in the levels of customer cancellations in our existing backlog.

Additionally, the rapidly evolving impacts of the COVID-19 pandemic have caused reduced activity levels in our aftermarket business in the first nine months of ~~2017,~~2020 due to deferred spending of our ~~financial results continued~~customers' repair and maintenance budgets, including the impact of restricted access to our customers' facilities. While we expect that these repair and maintenance projects will ultimately need to be ~~challenged by capital spending declines, primarily~~completed, the timing will largely depend on the duration of the COVID-19 pandemic and how the virus continues to spread in our customer’s various geographies.

These trends are likely to continue during the duration of the COVID-19 pandemic as various actions implemented to combat the pandemic will continue to reduce demand for oil and gas. As a result, we have experienced decreased bookings, sales and financial performance and anticipate this continuing throughout the remainder of the pandemic. Additionally, we

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expect the headwinds in the oil and gas ~~industry~~markets that have resulted in, and ~~pricing pressures. Although there~~are likely to continue to result in, reduced capital expenditures and bookings for oil and gas customers to continue at least until oil demand and prices stabilize, which may not occur until after the pandemic subsides.

Supply Chain Impact

Since the onset of the pandemic, many of our suppliers have also experienced varying lengths of production and shipping conditions related to the COVID-19 pandemic, some of which continue to exist in highly affected countries. These conditions have had an adverse effect on the speed at which we can manufacture and ship our products to customers, and have also led to an increase in logistics, transportation and freight costs, requiring that we diversify our supply chain and, in some instances, source materials from new suppliers. Additionally, these conditions have in some cases impacted our ability to deliver products to customers on time, which has ~~been stability~~ in ~~oil prices~~turn led to an increase in backlog at some of our manufacturing sites. Though some of these issues have abated as the year has progressed, certain disruptions in our supply chain and their effects have continued through the third and fourth quarter of 2020 and we expect they will continue as the COVID-19 pandemic continues.

Operational Impacts

We have also engaged in a number of cost savings measures in order to help mitigate certain of the adverse effects of the COVID-19 pandemic on our financial results, including certain realignment activities (further described below under “—RESULTS OF OPERATIONS – Three and nine months ended September 30, 2020 and 2019”), a freeze on all non-essential open employment requisitions, cancellation of merit-based payroll increases for 2020, reduction of capital expenditures to approximately $60 million and cuts in other discretionary spending. Together, we are planning approximately $100 million of cost reductions, excluding realignment charges, in 2020 as compared to 2019, due in large part to our response to the effects of COVID-19, which partially offsets the increased costs and operational impacts of the safety protocols and procedures that we have implemented as described above under the heading "-Health and Safety of Our Associates." We continue to evaluate additional cost savings measures and will continue to implement such measures in the near term in order to reduce the impact of the COVID-19 pandemic on our financial results.

We continually monitor and assess the spread of COVID-19, including in areas that have seen recent increases in cases, and we will continue to adapt our operations to respond the changing conditions as needed. As we continue to manage our business through this unprecedented time of uncertainty and market volatility, we will remain focused on the health and safety of our associates, suppliers, customers, and will continue to provide essential products and services to our customers.

2020 Outlook

As the headwinds experienced during the first nine months of 2020 continue to impact our business, we expect to see an approximately 20% decline in bookings in the fourth quarter of 2020 as compared to the same period in 2019, with slightly less of an impact on revenue, which we expect will decline approximately 10% as compared to the same period in 2019. Despite these effects, however, we expect to be able to maintain adequate liquidity over ~~recent quarters,~~the next 12 months as we ~~anticipate that~~manage through the current ~~environment~~market environment. As of September 30, 2020, we had approximately $1.7 billion of liquidity, consisting of cash and cash equivalents of $921.2 million and $745.9 million of borrowings available under our Senior Credit Facility. We will ~~persist~~continue to actively monitor the potential impacts of COVID-19 and related events on the credit markets in order to maintain sufficient liquidity and access to capital throughout ~~2017.~~the remainder of 2020 and 2021.

To better align costs and improve long-term efficiency, we initiated Realignment Programs to accelerate both short- and long-term strategic plans, including targeted manufacturing optimization through the consolidation of facilities, SG&A efficiency initiatives, transfer of activities from high-cost regions to lower-cost facilities and the divestiture of certain non-strategic assets. At the completion of the programs, we expect an approximately 20% reduction in our global workforce, relative to early 2015 workforce levels. With an expected near-term investment of approximately $360 million, including projects in process or under final evaluation, we expect the results of our Realignment Programs will deliver annualized run-rate savings of approximately $230 million. In addition, we are focusing on our ongoing low-cost sourcing, including greater use of third-party suppliers and increasing our lower-cost, emerging market capabilities.

RESULTS OF OPERATIONS — Three ~~and nine~~ months ended September 30, ~~2017~~2020 and ~~2016~~2019

Throughout this discussion of our results of operations, we discuss the impact of fluctuations in foreign currency exchange rates. We have calculated currency effects on operations by translating current year results on a monthly basis at prior year exchange rates for the same periods.

~~As previously disclosed in~~

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In conjunction with our ~~Quarterly Report on Form 10-Q~~close process for the ~~quarterly period ended June 30, 2017,~~third quarter of 2020, we identified accounting errors ~~focused mainly at two~~related to the recognition of ~~our non-U.S. sites in~~a liability for unasserted asbestos claims. The adjustments primarily related to an incurred but not reported ("IBNR") liability associated with unasserted asbestos claims, but also included adjustments related to the ~~inventory, accounts receivable, cost~~associated receivables for expected insurance proceeds for asbestos settlement and defense costs from insurance coverage and the recognition as an expense the related legal fees that were previously estimated to be recoverable from insurance carriers for which coverage is not currently sufficient following the recognition of ~~sales and selling, general and administrative balances~~the IBNR for ~~prior~~ periods beginning with the year ended December 31, 2014 through the ~~first~~second quarter of ~~2017. We assessed these~~2020 and to correct certain other previously identified immaterial errors. These errors, individually and in the aggregate, ~~and concluded that they were~~are not material to any prior annual or interim period. However, the aggregate amount of the prior period errors would have been material to ~~facilitate comparisons among periods~~our current interim condensed consolidated statements of income and to our anticipated full year results and therefore, we have revised our previously issued ~~audited consolidated financial information which is included in our 2016 Annual Report and unaudited condensed consolidated~~ financial information for the ~~interim periods included~~three and nine months ended September 30, 2019, as discussed in our Form 10-Q/A and Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017, respectively. We also corrected the timing of immaterial previously recorded out-of-period adjustments and reflected them in the revised prior period financial statements, where applicable. Refer to Note 2 to our condensed consolidated financial statements included in this Quarterly ~~Report for more information.~~Report.

~~As discussed in Note 3~~In the second quarter of 2018, we launched and committed resources to our ~~condensed consolidated financial statements included in this Quarterly Report, effective July 6, 2017, we sold~~Flowserve 2.0 Transformation, a program designed to transform our ~~Flow Control Division's ("FCD") Vogt product line~~business model to drive operational excellence, reduce complexity, accelerate growth, improve organizational health and related assets and liabilities to a privately held company. In 2016, net sales related to the Vogt business totaled approximately $17 million, with earnings before interest and taxes of approximately $4 million.

~~As discussed in Note 3 to~~better leverage our condensed consolidated financial statements included in this Quarterly Report, effective May 2, 2017 we sold our FCD Gestra AG business to a leading provider of steam system solutions. In 2016, Gestra recorded revenues of approximately $101 million (€92 million) with earnings before interest and taxes of approximately $17 million (€15 million).

~~In 2015, we initiated Realignment Programs that consist of both restructuring and non-restructuring charges that are~~existing global platform, which is further discussed in Note 1617 to our condensed consolidated financial statements included in this Quarterly Report. We anticipate that the Flowserve 2.0 Transformation will result in further restructuring charges, non-restructuring charges and other related transformation expenses. The ~~Realignment Programs will continue throughout 2017~~Flowserve 2.0 Transformation expenses incurred primarily consist of professional services, project management and related travel costs recorded in SG&A expenses.

In the ~~total charges for Realignment Programs by segment are detailed below for~~second quarter of 2020, we identified and initiated certain realignment activities resulting from our Flowserve 2.0 Transformation Program to right-size our organizational operations based on the ~~three months ended September 30, 2017 and 2016:~~

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Three Months Ended September 30, 2017
(Amounts in thousands) Engineered Product Division Industrial Product Division Flow Control Division Subtotal–Reportable Segments Eliminations and All Other Consolidated Total
Total Realignment Program Charges
     COS $ 7,045
$ 2,021
$ 5,154
$ 14,220
$ —
$ 14,220
     SG&A 718
(379 ) 1,022
1,361
1,210
2,571
     Income tax expense 1,000
—
—
1,000
—
1,000
Total $ 8,763
$ 1,642
$ 6,176
$ 16,581
$ 1,210
$ 17,791

~~The total charges for Realignment Programs by segment are detailed below for~~current business environment, with the ~~nine months ended September 30, 2017 and 2016:~~

Nine Months Ended September 30, 2017

(Amounts in thousands)
Engineered Product Division Industrial Product Division Flow Control Division Subtotal–Reportable Segments Eliminations and All Other Consolidated Total
Total Realignment Program Charges
     COS $ 12,409
$ 11,929
$ 9,034
$ 33,372
$ —
$ 33,372
     SG&A 7,948
10,181
3,668
21,797
3,839
25,636
     Income tax expense 1,000
—
—
1,000
—
1,000
Total $ 21,357
$ 22,110
$ 12,702
$ 56,169
$ 3,839
$ 60,008

Nine Months Ended September 30, 2016
(Amounts in thousands) Engineered Product Division Industrial Product Division Flow Control Division Subtotal–Reportable Segments Eliminations and All Other Consolidated Total
Total Realignment Program Charges
     COS $ 14,410
$ 22,438
$ 6,053
$ 42,901
$ 8
$ 42,909
     SG&A 11,200
5,773
2,568
19,541
2,644
22,185
     Income tax expense 2,000
2,800
600
5,400
—
5,400
Total $ 27,610
$ 31,011
$ 9,221
$ 67,842
$ 2,652
$ 70,494

overall objective to reduce our workforce costs. We anticipate a total investment in ~~these~~2020 Realignment ~~Programs~~Program activities of approximately ~~$360 million, including projects in process or under final evaluation. Since inception of the Realignment Programs in 2015, we have incurred charges of $282.6~~$75 million and ~~we expect to incur~~that the majority of the remaining charges ~~throughout~~will be incurred through the ~~remainder~~remainder of ~~2017 and into 2018.~~

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2020. Based on actions ~~under our Realignment Programs,~~initiated in the second quarter of 2020, we estimate that we have achieved cost savings of approximately ~~$150~~$14 million ~~for the nine months ended~~as of September 30, ~~2017, as compared~~2020, with ~~$80 million in the same period of 2016. Approximately $95~~approximately $5 million of those savings ~~are~~ in COS ~~with the remainder~~and approximately $9 million in SG&A. Upon completion of the 2020 Realignment ~~Programs,~~Program activities, we expect full year run-rate cost savings of approximately ~~$230~~$100 million ~~of which approximately $214 million would be achieved in 2017.~~ . Actual savings could vary from expected savings, which represent management’s best estimate to date. There are certain other realignment activities that are currently being evaluated, but have not yet been finalized. The realignment programs initiated in 2015 ("2015 Realignment Programs"), which consisted of both restructuring and non-restructuring charges, were substantially complete as of March 31, 2020, resulting in $362.4 million of total charges incurred through the completion of the programs.

Realignment Activity

The total charges incurred in 2020 related to our 2020 Realignment Program activities and Flowserve 2.0 Transformation by segment and the charges incurred in 2019 related to our 2015 Realignment Programs and Flowserve 2.0 Transformation by segment are presented in the following tables:


	Three Months Ended September 30, 2020

(Amounts in thousands)	FPD		FCD		Subtotal–Reportable Segments		Eliminations and All Other		Consolidated Total
Total Realignment and Transformation Charges
COS	$	6,679	$	(776)	$	5,903	$	(245)	$	5,658
SG&A	1,087		73		1,160		5,359		6,519

Total	$	7,766	$	(703)	$	7,063	$	5,114	$	12,177

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	Three Months Ended September 30, 2019

(Amounts in thousands)	FPD		FCD		Subtotal–Reportable Segments		Eliminations and All Other		Consolidated Total
Total Realignment and Transformation Charges
COS	$	2,606	$	814	$	3,420	$	—	$	3,420
SG&A	380		$	—	380		6,052		6,432

Total	$	2,986	$	814	$	3,800	$	6,052	$	9,852


	Nine Months Ended September 30, 2020

(Amounts in thousands)	FPD		FCD		Subtotal–Reportable Segments		Eliminations and All Other		Consolidated Total
Total Realignment and Transformation Charges
COS	$	32,139	$	8,194	$	40,333	$	303	$	40,636
SG&A	11,120		$	4,454	15,574		32,114		47,688

Total	$	43,259	$	12,648	$	55,907	$	32,417	$	88,324

	Nine Months Ended September 30, 2019

(Amounts in thousands)	FPD		FCD		Subtotal–Reportable Segments		Eliminations and All Other		Consolidated Total
Total Realignment and Transformation Charges
COS	$	11,423	$	1,363	$	12,786	$	—	$	12,786
SG&A(1)	(16,302)		447		(15,855)		23,281		7,426

Total	$	(4,879)	$	1,810	$	(3,069)	$	23,281	$	20,212

(1) Primarily consists of gains from the sales of non-strategic manufacturing facilities that were included in our 2015 Realignment Programs.

Consolidated Results

Bookings, Sales and Backlog


	Three Months Ended September 30,
(Amounts in millions)	2020		2019
Bookings	$	806.1	$	1,023.4
Sales	924.3		995.7


	Nine Months Ended September 30,
(Amounts in millions)	2020		2019
Bookings	$	2,587.3	$	3,188.4
Sales	2,742.8		2,871.5

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Three Months Ended September 30,
(Amounts in millions) 2017 2016
Bookings $ 892.9
$ 959.5
Sales 883.4
945.9

Nine Months Ended September 30,
(Amounts in millions) 2017 2016
Bookings $ 2,820.1
$ 2,855.0
Sales 2,626.8
2,919.6

We define a booking as the receipt of a customer order that contractually engages us to perform activities on behalf of our customer with regard to manufacturing, service or support. Bookings recorded and subsequently canceled within the year-to-date period are excluded from year-to-date bookings. Bookings for the three months ended September 30, ~~2017~~2020 decreased by ~~$66.6~~$217.3 million, or ~~6.9%~~21.2%, as compared with the same period in ~~2016.~~2019. The decrease included currency benefits of approximately ~~$16~~$4 million. The decrease was driven by ~~decreases~~lower customer bookings in the oil and gas, chemical, ~~general and~~ power generation and water management industries, partially offset by increased bookings in the general industries. ~~The decrease was due to~~Customer bookings were down in both aftermarket and original equipment, ~~bookings.~~which have decreased in light of the impacts of COVID-19 on customer spending and distressed oil prices on these industries.

Bookings for the nine months ended September 30, ~~2017~~2020 decreased by ~~$34.9~~$601.1 million, or ~~1.2%~~18.9%, as compared with the same period in ~~2016 and included an order for approximately $80 million to provide pumps and related equipment for the Hengli Integrated Refining Complex Project in China.~~2019. The decrease included negative currency effects of approximately $7$36 million. The decrease was ~~primarily~~ driven by ~~the general, power generation and chemical industries, partially offset by an increase~~lower bookings in the oil and gas, ~~industry. The decrease was more heavily weighted towards customer~~chemical, power generation and water management industries, partially offset by increased bookings in the general industries. Customer bookings were down in both aftermarket and original equipment, ~~bookings.~~which have decreased in light of the impacts of COVID-19 on customer spending and distressed oil prices on these industries.

Sales for the three months ended September 30, ~~2017~~2020 decreased by ~~$62.5~~$71.4 million, or ~~6.6%~~7.2%, as compared with the same period in ~~2016.~~2019. The decrease included currency benefits of approximately ~~$15~~$5 million. The ~~decrease was due to~~ decreased sales were driven by both original equipment and aftermarket sales, with decreased sales into North America, Latin America and Asia Pacific, partially offset by increased sales into the Middle East and Europe. Net sales to international customers, including export sales from the U.S., were approximately 68% and 63% of total sales for the three months ended September 30, 2020 and 2019, respectively.

Sales for the nine months ended September 30, 2020 decreased by $128.7 million, or 4.5%, as compared with the same period in 2019. The decrease included negative currency effects of approximately $34 million. The decreased sales were primarily driven by aftermarket sales, with decreased sales into ~~every region except for~~North America, Europe, Asia Pacific, Africa and Latin America, partially offset by increased sales into the Middle East. Net sales to international customers, including export sales from the U.S., were approximately ~~66% and 62% of total sales for the three months ended September 30, 2017 and 2016, respectively.~~

Sales for the nine months ended September 30, 2017 decreased by $292.8 million, or 10.0%, as compared with the same period in 2016. The decrease included negative currency effects of approximately $5 million. The decrease was primarily due to decreased original equipment sales with decreased sales into every region. Net sales to international customers, including export sales from the U.S., were approximately 64%65% and 63% of total sales for the nine months ended September 30, ~~2017~~2020 and ~~2016.~~2019, respectively.

~~Backlog~~Backlog represents the aggregate value of booked but uncompleted customer orders and is influenced primarily by bookings, sales, ~~cancellations~~cancellations and currency effects. Backlog of ~~$2,135.2~~$1,980.1 million at September 30, ~~2017~~ ~~increased~~2020 decreased by ~~$237.5~~$176.9 million, or ~~12.5%~~8.2%, as compared with December 31, ~~2016.~~2019. Currency effects provided an increase of approximately ~~$106~~$1 million. Approximately ~~31%~~36% and 33% of the backlog at September 30, ~~2017~~2020 and December 31, 2019, respectively, was related to aftermarket orders. Backlog includes our unsatisfied (or partially unsatisfied) performance obligations related to contracts having an original expected duration in excess of one year of approximately $435 million, as discussed in Note 3 to our condensed consolidated financial statements included in this Quarterly Report.

Gross Profit and Gross Profit Margin


	Three Months Ended September 30,
(Amounts in millions, except percentages)	2020			2019
Gross profit	$	285.2		$	332.9
Gross profit margin	30.9		%	33.4		%

Three Months Ended September 30,
(Amounts in millions, except percentages) 2017 2016
Gross profit $ 267.5
$ 278.0
Gross profit margin 30.3 % 29.4 %


	Nine Months Ended September 30,
(Amounts in millions, except percentages)	2020			2019
Gross profit	$	821.4		$	939.8
Gross profit margin	29.9		%	32.7		%

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Nine Months Ended September 30,
(Amounts in millions, except percentages) 2017 2016
Gross profit $ 781.0
$ 903.8
Gross profit margin 29.7 % 31.0 %

Gross profit for the three months ended September 30, ~~2017~~2020 decreased by ~~$10.5~~$47.7 million, or ~~3.8%~~14.3%, as compared with the same period in ~~2016.~~2019. Gross profit margin for the three months ended September 30, ~~2017~~2020 of ~~30.3% increased~~30.9% decreased from ~~29.4%~~33.4% for the same period in ~~2016.~~2019. The ~~increase~~decrease in gross profit margin was primarily ~~attributed~~due to ~~a $6.3 million charge~~sales mix shift to ~~write down inventory~~lower margin original equipment sales and revenue recognized on lower margin original equipment orders as compared to the same period in ~~Brazil in the third quarter of 2016 that did not recur, lower charges and~~2019, partially offset by increased savings related to our 2020 Realignment ~~Programs and a mix shift~~Program as compared to ~~higher margin aftermarket sales, partially offset by~~ the ~~negative impact of decreased sales on our absorption of fixed manufacturing costs, increased accrued broad-based annual incentive compensation and lower margin projects that shipped from backlog.~~same period in 2019. Aftermarket sales ~~increased to~~represented approximately ~~50%~~48% of total sales, as compared with approximately ~~44%~~ 49% of total sales for the same period in ~~2016.~~2019.

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Gross profit for the nine months ended September 30, ~~2017~~2020 decreased by ~~$122.8~~$118.4 million, or ~~13.6%~~12.6%, as compared with the same period in ~~2016.~~2019. Gross profit margin for the nine months ended September 30, ~~2017~~2020 of ~~29.7%~~29.9% decreased from ~~31.0%~~32.7% for the same period in ~~2016.~~2019. The decrease in gross profit margin was primarily ~~attributed~~due to ~~the negative impact of decreased~~a sales on our absorption of fixed manufacturing costs, lower margin projects that shipped from backlog and a $16.9 million charge for costs incurred related to a contract to supply oil and gas platform equipment to an end user in Latin America, partially offset by $10.9 million of charges to write down inventory in Brazil in 2016 that did not recur, a mix shift to ~~higher~~lower margin ~~aftermarket~~original equipment sales, ~~and~~revenue recognized on lower ~~charges and increased savings related to our Realignment Programs~~margin original equipment orders as compared to the same period in ~~2016.~~ 2019, increased realignment charges associated with our 2020 Realignment Program and the unfavorable impact of underutilized capacity from the COVID-19 pandemic resulting in $15.0 million of manufacturing costs being expensed and other related costs. Aftermarket sales ~~increased to~~represented approximately 49% of ~~total~~total sales, as compared with approximately ~~44%~~51% of total sales for the same period in ~~2016.~~2019.

Selling, General and Administrative Expense


	Three Months Ended September 30,
(Amounts in millions, except percentages)	2020			2019
SG&A	$	200.7		$	230.4
SG&A as a percentage of sales	21.7		%	23.1		%

Three Months Ended September 30,
(Amounts in millions, except percentages) 2017 2016
SG&A $ 206.3
$ 281.3
SG&A as a percentage of sales 23.4 % 29.7 %


	Nine Months Ended September 30,
(Amounts in millions, except percentages)	2020			2019
SG&A	$	675.5		$	665.6
SG&A as a percentage of sales	24.6		%	23.2		%

Nine Months Ended September 30,
(Amounts in millions, except percentages) 2017 2016
SG&A $ 681.2
$ 747.5
SG&A as a percentage of sales 25.9 % 25.6 %

SG&A for the three months ended September 30, ~~2017~~2020 decreased by ~~$75.0~~$29.7 million, or ~~26.7%~~12.9%, as compared with the same period in ~~2016.~~2019. Currency effects yielded an increase of approximately ~~$3 million.~~$2 million. SG&A as a percentage of sales for the three months ended September 30, ~~2017~~2020 decreased ~~630~~140 basis points as compared with the same period in ~~2016~~2019 primarily due to ~~the $73.5 million reserve established for~~a decrease in travel and selling-related expenses from our ~~primary Venezuelan customer~~cost-saving initiatives in ~~the third quarter of 2016 that did not recur~~response to COVID-19 and increased savings related to our 2020 Realignment ~~Programs~~Program as compared to the same period in ~~2016,~~2019, partially offset by ~~increased accrued broad-based annual incentive compensation and lower sales leverage.~~the reversal of a loss contingency related to a legal matter in the same period in 2019 that did not recur.

SG&A for the nine months ended September 30, ~~2017 decreased~~2020 increased by ~~$66.3~~$9.9 million, or ~~8.9%~~1.5%, as compared with the same period in ~~2016.~~2019. Currency effects yielded a decrease of approximately $1$4 million. SG&A as a percentage of sales for the nine months ended September 30, ~~2017~~2020 increased ~~30 basis~~140 basis points as compared with the same period in ~~2016~~2019 primarily due to ~~a $26.0 million impairment charge~~increased charges related to our ~~manufacturing facility in Brazil~~2020 Realignment Program, an $8.5 million write-down of accounts receivables and ~~lower sales leverage, substantially offset by the $73.5 million reserve established for our primary Venezuelan~~contract assets related to a contract with an oil and gas customer in Latin America, and the ~~third~~favorable impacts resulting from gains from the sales of non-strategic manufacturing facilities in the first quarter of ~~2016~~2019 that did not ~~recur~~recur. This increase was partially offset by a decrease in travel and selling-related expenses from our cost-saving initiatives in response to COVID-19 and increased savings related to our 2020 Realignment ~~Programs~~Program as compared to the same period in ~~2016.~~2019.

~~Table of Contents~~

Net Earnings from Affiliates


	Three Months Ended September 30,					Three Months Ended September 30,
(Amounts in millions)	2017		2016		(Amounts in millions)	2020		2019
Net earnings from affiliates	$	2.9	$	3.4	Net earnings from affiliates	$	2.8	$	2.1


	Nine Months Ended September 30,					Nine Months Ended September 30,
(Amounts in millions)	2017		2016		(Amounts in millions)	2020		2019
Net earnings from affiliates	$	9.0	$	8.5	Net earnings from affiliates	$	9.1	$	8.1

Net earnings from affiliates for the three months ended September 30, ~~2017 decreased $0.5~~2020 increased $0.7 million, or ~~14.7%~~33.3%, as compared with the same period in ~~2016.~~2019. The increase was primarily a result of increased earnings of our FPD joint venture in South Korea.

Table of Co ntents

Net earnings from affiliates for the nine months ended September 30, ~~2017 increased $0.5~~2020 increase $1 million or ~~5.9%, as~~12.3% compared with the same period in ~~2016.~~2019. The increase was primarily a result of increased earnings of our FPD joint venture in South Korea.

Operating Income and Operating Margin


	Three Months Ended September 30,
(Amounts in millions, except percentages)	2020			2019
Operating income	$	87.3		$	104.6
Operating income as a percentage of sales	9.4		%	10.5		%

Three Months Ended September 30,
(Amounts in millions, except percentages) 2017 2016
Operating income $ 74.0
$ 0.1
Operating income as a percentage of sales 8.4 % — %


	Nine Months Ended September 30,
(Amounts in millions, except percentages)	2020			2019
Operating income	$	155.0		$	282.2
Operating income as a percentage of sales	5.7		%	9.8		%

Nine Months Ended September 30,
(Amounts in millions, except percentages) 2017 2016
Operating income $ 250.0
$ 164.8
Operating income as a percentage of sales 9.5 % 5.6 %

Operating income for the three months ended September 30, ~~2017 increased~~2020 decreased by ~~$73.9~~$17.3 million, or 16.5%, as compared with the same period in ~~2016.~~2019. The ~~increase~~decrease included negative currency ~~benefits~~effects of approximately $1 $3 million. ~~The increase~~The decrease was primarily a result of the ~~$75.0 million decrease in SG&A and the $10.9 million pre-tax gain on the sale of the Vogt business, partially offset by the $10.5~~$47.7 million decrease in gross ~~profit.~~profit and the $29.7 million decrease in SG&A.

Operating income for the nine months ended September 30, ~~2017 increased~~2020 decreased by ~~$85.2~~$127.2 million, or ~~51.7%~~45.1%, as compared with the same period in ~~2016.~~2019. The ~~increase~~decrease included negative currency effects of approximately $6$8 million. The ~~increase~~decrease was primarily a result of ~~a $141.2~~the $9.9 million ~~pre-tax gain from the sale of the Gestra and Vogt businesses and the $66.3 million decrease~~increase in SG&A ~~partially offset by the $122.8~~and $118.4 milliondecrease in gross profit.

Interest Expense and Interest Income


	Three Months Ended September 30,
(Amounts in millions)	2020		2019
Interest expense	$	(14.7)	$	(14.0)
Interest income	0.7		2.3


	Nine Months Ended September 30,
(Amounts in millions)	2020		2019
Interest expense	$	(40.6)	$	(42.0)
Interest income	3.6		6.5

Three Months Ended September 30,
(Amounts in millions) 2017 2016
Interest expense $ (15.0 ) $ (15.1 )
Interest income 1.1
0.9

Nine Months Ended September 30,
(Amounts in millions) 2017 2016
Interest expense $ (44.7 ) $ (45.0 )
Interest income 2.4
2.2

Interest expense for the three ~~and~~months ended September 30, 2020 increased $0.7 million, as compared with the same period in 2019. Interest income for the three months ended September 30, 2020 decreased $1.6 million, as compared with the same period in 2019. The increase in interest expense was primarily attributable to the early extinguishment loss of $1.2 million resulting from our partial tender of our 2022 Euro Senior Notes. The decrease in interest income was partially due to lower interest rates on our average cash balances compared with same period in 2019.

Interest expense for the nine months ended September 30, ~~2017~~2020 decreased ~~$0.1~~$1.4 million, ~~and $0.3 million, respectively~~ as compared with the same ~~periods~~period in ~~2016. The decreases~~2019. Interest income for the ~~three and~~ nine ~~month periods were~~months ended September 30, 2020 decreased $2.9 million, as compared with the same period in 2019. The decrease in interest expense was primarily attributable to ~~decreased commitments and~~lower borrowings ~~under Revolving Credit Facility~~compared with same period in ~~2017, as~~2019, partially offset by the early extinguishment loss of $1.2 million resulting from our partial tender of our 2022 Euro Senior Notes in the third quarter of 2020. The decrease in interest income was partially due to lower interest rates on our average cash balances compared ~~to the~~with same ~~periods~~period in ~~2016.~~2019.

Table of ~~Contents~~Co ntents

Other Income (Expense), Net


	Three Months Ended September 30,
(Amounts in millions)	2020		2019
Other income (expense), net	$	(1.0)	$	(8.5)

Three Months Ended September 30,
(Amounts in millions) 2017 2016
Other income, net $ 8.3
$ 1.9


	Nine Months Ended September 30,
(Amounts in millions)	2020		2019
Other income (expense), net	$	7.6	$	(15.2)

Nine Months Ended September 30,
(Amounts in millions) 2017 2016
Other (expense) income, net $ (11.6 ) $ 1.1

Other income (expense), net for the three months ended September 30, ~~2017 increased $6.4~~2020 decreased $7.5 million as compared with the same period in 2019, due primarily to ~~a $1.3 million increase in gains arising from transactions on foreign exchange contracts and a $5.8~~an $6.0 million increase in gains from transactions in currencies other than our sites' functional ~~currencies.~~currencies, partially offset by a $0.5 million increase in losses arising from transactions on foreign exchange contracts. The net change was primarily due to the foreign ~~currency~~currency exchange rate movements in ~~the~~the Euro, Argentinian peso, Mexican peso ~~British pound~~ and Brazilian real in relation to the U.S. dollar during the three months ended September 30, ~~2017,~~2020, as ~~compared~~compared with the same period in ~~2016.~~2019.

Other ~~expense,~~income (expense), net for the nine months ended September 30, ~~2017 increased $12.7~~2020 decreased $22.8 million from an ~~income~~expense of ~~$1.1~~$15.2 million as compared with the same period in ~~2016,~~2019, due primarily to a ~~$6.8~~$20.9 million increase in ~~losses~~gains from transactions in currencies other than our sites' functional currencies and a ~~$5.4~~$2.2 million increase ~~in losses~~in gains arising from transactions on foreign exchange contracts. The net change was primarily due to the foreign currency exchange rate movements in ~~the~~the Euro, Mexican peso, ~~Brazilian real, Euro~~Argentinian peso and ~~British pound~~Canadian dollar in relation to the U.S. dollar during the ~~nine~~three months ended September 30, ~~2017,~~ 2020, as compared with the same period in ~~2016.~~2019.

Tax Expense and Tax Rate


	Three Months Ended September 30,
(Amounts in millions, except percentages)	2020			2019
Provision for income taxes	$	18.7		$	22.4
Effective tax rate	25.8		%	26.6		%


	Nine Months Ended September 30,
(Amounts in millions, except percentages)	2020			2019
Provision for income taxes	$	59.2		$	58.6
Effective tax rate	47.2		%	25.3		%

Three Months Ended September 30,
(Amounts in millions, except percentages) 2017 2016
Provision for income taxes $ 19.6
$ 2.8
Effective tax rate 28.7 % (23.2 )%

Nine Months Ended September 30,
(Amounts in millions, except percentages) 2017 2016
Provision for income taxes $ 85.8
$ 49.5
Effective tax rate 43.8 % 40.2 %

The effective tax rate of ~~28.7%~~25.8% for the three months ended September 30, ~~2017 increased~~2020 decreased from ~~(23.2)%~~26.6% for the same period in ~~2016.~~2019. The effective tax rate varied from the U.S. federal statutory rate for the three months ended September 30, ~~2017~~2020 primarily due to the net impact of foreign ~~operations, losses~~operations.Refer to Note 14 to our condensed consolidated financial statements included in ~~certain foreign jurisdictions~~this Quarterly Report for ~~which no tax benefit was provided and taxes related to the sale of the Vogt business.~~further discussion.

The effective tax rate of ~~43.8%~~47.2% for the nine months ended September 30, ~~2017~~2020 increased from ~~40.2%~~25.3% for the same period in ~~2016.~~2019. The effective tax rate varied from the U.S. federal statutory rate for the nine months ended September 30, ~~2017~~2020 primarily due to the establishment of a valuation allowance against certain deferred tax assets given the current and anticipated impact to the Company's operations resulting from the COVID-19 pandemic and the distressed oil prices, and the net impact of foreign ~~operations, losses~~operations.Refer to Note 14 to our condensed consolidated financial statements included in ~~certain foreign jurisdictions~~this Quarterly Report for ~~which no tax benefit was provided and taxes related to the sale~~further discussion.

Table of ~~the Gestra and Vogt businesses.~~Co ntents

Other Comprehensive Income (Loss)


	Three Months Ended September 30,
(Amounts in millions)	2020		2019
Other comprehensive income (loss)	$	24.3	$	(26.9)

Three Months Ended September 30,
(Amounts in millions) 2017 2016
Other comprehensive income (loss) $ 17.2
$ (11.3 )



	Nine Months Ended September 30,
(Amounts in millions)	2020		2019
Other comprehensive income (loss)	$	(33.8)	$	(19.3)

Nine Months Ended September 30,
(Amounts in millions) 2017 2016
Other comprehensive income (loss) $ 84.8
$ (1.2 )

~~Table of Contents~~

Other comprehensive income (loss) for the three months ended September 30, ~~2017~~2020 increased ~~$28.6~~ $51.2 million from a loss of ~~$11.3~~$26.9 million in ~~2016.~~2019. The increased income was primarily due to foreign currency translation adjustments resulting primarily from exchange rate movements of the Euro, British pound, Chinese yuan and Indian rupee versus the U.S. dollar during the three months ended September 30, 2020, as compared with the same period in 2019.

Other comprehensive income (loss) for the nine months ended September 30, 2020 increased $14.5 million as compared to the same period in 2019. The increased loss was primarily due to foreign currency translation adjustments resulting primarily from exchange rate movements of the Euro, Mexican peso, Indian rupee and the ~~Euro,~~ British pound ~~and Argentine peso versus the U.S. dollar during the three months ended September 30, 2017, as compared with the same period in 2016.~~

Other comprehensive income for the nine months ended September 30, 2017 increased $85.9 million from a loss of $1.2 million in 2016. The increased income was primarily due to foreign currency translation adjustments resulting primarily from exchange rate movements of the Euro, British pound and Mexican peso versus the U.S. dollar during the nine months ended September 30, ~~2017,~~2020, as compared with the same period in ~~2016.~~2019.

Business Segments

We conduct our operations through ~~three~~two business segments based on the type of product and how we manage the business. We evaluate segment performance and allocate resources based on each segment’s operating income. The key operating results for our ~~three~~two business segments, ~~EPD, IPD~~FPD and FCD, are discussed below.

~~Engineered Product~~

Flowserve Pump Division Segment Results

Our largest business segment is ~~EPD,~~FPD, through which we design, manufacture, distribute and service highly custom ~~and other highly-engineered~~engineered pumps, ~~and~~pre-configured industrial pumps, pump systems, mechanical seals, and auxiliary systems ~~and spare parts~~ (collectively referred to as "original equipment"). EPD includes longer lead-time, highly-engineered pump products and shorter cycle engineered pumps and mechanical seals that are generally manufactured more quickly. EPD also manufactures replacement parts and related ~~equipment and provides a full array of replacement parts, repair and support services (collectively referred to as "aftermarket"). EPD~~services. FPD primarily operates in the oil and gas, power generation, chemical and general industries. ~~EPD~~ FPD operates in 4748 countries with 3039 manufacturing facilities worldwide, ~~nine~~13 of which are located in Europe, ~~nine~~12 in North America, ~~seven~~eight in Asia and ~~five~~six in Latin America, and it operates ~~123~~139 QRCs, including those co-located in manufacturing facilities and/or shared with FCD.


	Three Months Ended September 30,
(Amounts in millions, except percentages)	2020			2019
Bookings	$	574.1		$	742.1
Sales	670.2			$	682.7
Gross profit	210.0			$	230.4
Gross profit margin	31.3		%	33.7		%
SG&A	126.2			147.1

Segment operating income	86.7			85.5
Segment operating income as a percentage of sales	12.9		%	12.5		%

Table of Co ntents


	Three Months Ended September 30,							Nine Months Ended September 30,
(Amounts in millions, except percentages)	2017			2016			(Amounts in millions, except percentages)	2020			2019
Bookings	$	432.5		$	497.5		Bookings	$	1,792.3		$	2,253.5
Sales	424.2			458.5			Sales	1,979.9			1,966.8
Gross profit	136.5			140.2			Gross profit	603.7			653.8
Gross profit margin	32.2		%	30.6		%	Gross profit margin	30.5		%	33.2		%
Segment operating income (loss)	51.8			(22.0		)
Segment operating income (loss) as a percentage of sales	12.2		%	(4.8		)%
SG&A							SG&A	426.1			419.7

Segment operating income							Segment operating income	186.7			242.1
Segment operating income as a percentage of sales							Segment operating income as a percentage of sales	9.4		%	12.3		%

Nine Months Ended September 30,
(Amounts in millions, except percentages) 2017 2016
Bookings $ 1,357.2
$ 1,387.5
Sales 1,276.6
1,444.2
Gross profit 403.8
459.5
Gross profit margin 31.6 % 31.8 %
Segment operating income 106.9
97.4
Segment operating income as a percentage of sales 8.4 % 6.7 %

Bookings for the three months ended September 30, ~~2017~~2020 decreased by ~~$65.0~~$168.0 million, or ~~13.1%~~22.6%, as compared with the same ~~period~~period in ~~2016.~~2019. The decrease included currency benefits of approximately $7$1 million. The decrease in customer bookings was ~~primarily~~ driven bydecreased orders in the oil and gas, chemical and power generation industries, partially offset by increased bookings in the general ~~and chemical~~ industries. ~~Decreased customer~~Customer bookings ~~of $31.2~~decreased $61.3 million into ~~Europe, $24.8~~North America, $59.3 million into the Middle East, $23.1 million into Latin America and $16.6 million into North America were partially offset by increased customer bookings of $29.9 million into Africa. The decrease was more heavily weighted towards customer original equipment bookings. Interdivision bookings (which are eliminated and are not included in consolidated bookings as disclosed above) were flat when compared to the same period in 2016.

Bookings for the nine months ended September 30, 2017 decreased by $30.3 million or 2.2%, as compared with the same period in 2016 and included an order for approximately $80 million to provide pumps and related equipment for the Hengli Integrated Refining Complex Project in China. The decrease included negative currency effects of approximately $4 million. The decrease in customer bookings was primarily driven by the power generation and general industries, partially offset by an increase

~~Table of Contents~~

in the oil and gas and chemical industries. Decreased customer bookings of $62.0 million into Europe, $61.0 million into the Middle East, $32.5 million into North America and $26.0 million into Latin America, were partially offset by increased customer bookings of $89.3$32.2 million into Asia Pacific, ~~and $43.7~~$11.6 million into ~~Africa. The decrease was driven by~~Europe, $10.8 million into Africa and $4.4 million into Latin America. Customer bookings were down in both aftermarket and original equipment, which have decreased in light of the impacts of COVID-19 on customer ~~aftermarket bookings.~~spending and distressed oil prices on these industries. Interdivision bookings (which are eliminated and are not included in consolidated bookings as disclosed above) increased ~~$5.0~~by $4.1 million.

~~Sales~~Bookings for the ~~three~~nine months ended September 30, ~~2017~~2020 decreased ~~$34.3~~by $461.2 million, or ~~7.5%~~20.5%, as compared with the same period in 2016. The decrease included currency benefits of approximately $5 million. The decrease was driven by customer original equipment sales, resulting from decreased sales of $32.5 million into North America and $4.4 million into Latin America, partially offset by increased sales of $5.2 million into the Middle East. Interdivision sales (which are eliminated and are not included in consolidated sales as disclosed above) increased $1.1 million.

~~Sales for the nine months ended September 30, 2017 decreased $167.6 million, or 11.6%, as compared with the same period in 2016.~~2019. The decrease included negative currency effects of approximately $5$28 million. The decrease in customer bookings was ~~more heavily weighted towards customer original equipment sales, resulting from~~driven by decreased sales of $108.3 million into North America, $37.5 million into Latin America, $14.8 million into Europe, $14.1 million into the Middle East and $11.5 million into Africa, partially offset by increased sales of $20.1 million into Asia Pacific. Interdivision sales (which are eliminated and are not included in consolidated sales as disclosed above) decreased $1.7 million.

Gross profit for the three months ended September 30, 2017 decreased by $3.7 million, or 2.6%, as compared with the same period in 2016. Gross profit margin for the three months ended September 30, 2017 of 32.2% increased from 30.6% for the same period in 2016. The increase in gross profit margin was primarily attributable to increased savings related to our Realignment Programs, a mix shift to higher margin aftermarket sales and a $6.3 million charge to write down inventory in Brazil in the third quarter of 2016 that did not recur, partially offset by the negative impact of decreased sales on our absorption of fixed manufacturing costs and lower margin projects that shipped from backlog.

Gross profit for the nine months ended September 30, 2017 decreased by $55.7 million, or 12.1%, as compared with the same period in 2016. Gross profit margin for the nine months ended September 30, 2017 of 31.6% decreased from 31.8% for the same period in 2016. The decrease in gross profit margin was primarily attributable to the negative impact of decreased sales on our absorption of fixed manufacturing costs and lower margin projects that shipped from backlog, substantially offset by increased savings related to our Realignment Programs, a mix shift to higher margin aftermarket sales and $10.9 million of charges to write down inventory in Brazil in 2016 that did not recur.

Operating income for the three months ended September 30, 2017 increased by $73.8 million, or 335.5%, as compared with the same period in 2016. The increase included currency benefits of approximately $1 million. The increase was due to a $77.9 million decrease in SG&A (including a increase due to currency effects of approximately $1 million), partially offset by the $3.7 million decrease in gross profit. The decrease in SG&A is primarily due to EPD's $71.2 million portion of the $73.5 million reserve established for our primary Venezuelan customer in the third quarter of 2016 that did not recur.

Operating income for the nine months ended September 30, 2017 increased by $9.5 million, or 9.8%, as compared with the same period in 2016. The increase included negative currency effects of approximately $2 million. The increase was due to a $64.5 million decrease in SG&A (including a decrease due to currency effects of approximately $1 million), partially offset by the $55.7 million decrease in gross profit. The decrease in SG&A is primarily due to EPD's $71.2 million portion of the $73.5 million reserve established for our primary Venezuelan customer in the third quarter of 2016 that did not recur and decreased charges and increased savings related to our Realignment Programs, partially offset by a $26.0 million impairment charge in the second quarter of 2017 related to our manufacturing facility in Brazil.

~~Backlog of $1,079.7 million at September 30, 2017 increased by $112.9 million, or 11.7%, as compared with December 31,~~ ~~2016~~. Currency effects provided an increase of approximately $54 million. Backlog at September 30, 2017 and December 31, 2016 included $19.7 million and $11.7 million, respectively, of interdivision backlog (which is eliminated and not included in consolidated backlog as disclosed above).

~~Industrial Product Division Segment Results~~

Through IPD, we design, manufacture, distribute and service engineered, pre-configured industrial pumps and pump systems, including submersible motors (collectively referred to as "original equipment"). Additionally, IPD manufactures replacement parts and related equipment, and provides a full array of support services (collectively referred to as "aftermarket"). IPD primarily operatesorders in the oil and gas, chemical and power generation ~~and~~industries, partially offset by increased bookings in the general industries. ~~IPD operates 17 manufacturing facilities, five of which are located in~~Customer bookings decreased $228.5 million into North America, $121.8 million into the ~~U.S, eight in~~Middle East, $45.9 million into Asia Pacific, $24.9 million into Africa, $23.3 million into Europe and ~~four~~$10.5 million into Latin America. The decrease in ~~Asia and it operates 30 QRCs worldwide, including 19 sites in Europe, six in the U.S., three in Asia and two in Latin America, including those co-located in manufacturing facilities.~~

~~Table of Contents~~

Three Months Ended September 30,
(Amounts in millions, except percentages) 2017 2016
Bookings $ 196.9
$ 189.6
Sales 189.7
203.3
Gross profit 39.3
30.5
Gross profit margin 20.7 % 15.0 %
Segment operating loss (3.6 ) (17.1 )
Segment operating loss as a percentage of sales (1.9 )% (8.4 )%

Nine Months Ended September 30,
(Amounts in millions, except percentages) 2017 2016
Bookings $ 616.6
$ 609.5
Sales 559.9
615.8
Gross profit 98.1
128.5
Gross profit margin 17.5 % 20.9 %
Segment operating loss (46.0 ) (10.4 )
Segment operating loss as a percentage of sales (8.2 )% (1.7 )%

Bookings for the three months ended September 30, 2017 increased by $7.3 million, or 3.9%, as compared with the same period in 2016. The increase included currency benefits of approximately $4 million. The increase in customer bookings was primarily driven by the oil and gas and water industries, partially offset by a decrease in the general industries. Increased customer bookings of $8.9 million into Africa and $1.4 million into Latin America were partially offset by decreased customer bookings of $3.3 million into the Middle East and $1.1 million into Asia Pacific. The increase was more heavily weighted towards customer original equipment ~~bookings.~~bookings which have decreased in light of the impacts of COVID-19 on customer spending and distressed oil prices on these industries. Interdivision bookings (which are eliminated and are not included in consolidated bookings as disclosed above) increased ~~$1.5~~$5.7 million.

Bookings for the nine months ended September 30, 2017 increased by $7.1 million, or 1.2%, as compared with the same period in 2016 and included negative currency effects of approximately $1 million. Customer bookings increases in the oil and gas and general industries were partially offset by decreases in the chemical and water industries. Increased customer bookings of $13.4 million into Europe, $7.6 million into Africa and $4.6 million into Latin America were partially offset by decreased customer bookings of $21.7 million into the Middle East and $4.9 million into Asia Pacific. The increase was due to customer original equipment bookings. Interdivision bookings (which are eliminated and are not included in consolidated bookings as disclosed above) increased $3.3 million.

Sales for the three months ended September 30, ~~2017~~2020 decreased ~~$13.6~~by $12.5 million, or ~~6.7%~~1.8% as compared with the same period in 2019 and included currency benefits of approximately $2 million. The decrease was driven by customer aftermarket sales. Decreased customer sales of $33.8 million into North America, $3.9 million into Latin America, $2.5 million into Africa and $2.0 million into the Middle East, partially offset by increased sales of $22.6 million into Asia Pacific and $7.9 million into Europe.

Sales for the nine months ended September 30, 2020 increased $13.1 million, or 0.7%, as compared with the same period in ~~2016.~~2019. The ~~decrease included currency benefits of approximately $4 million and was driven by decreased customer original equipment sales. The decrease resulted from decreased~~increase in sales of $13.0 million into Asia Pacific, $8.7 million into North America and $4.3 million into Africa, partially offset by increased sales of $5.9 million into Europe. Interdivision sales (which are eliminated and are not included in consolidated sales as disclosed above) increased $2.3 million when compared to the same period in 2016.

~~Sales for the nine months ended September 30, 2017 decreased $55.9 million, or 9.1%, as compared with the same period in 2016. The decrease~~ included negative currency effects of approximately $1$30 million ~~and~~. The increase in sales was driven ~~by decreased customer~~by original equipment sales. ~~The decrease resulted from decreased~~ Customer sales ~~of $30.5~~increased $39.2 million into ~~North America, $22.0~~the Middle East, $25.8 million into Asia Pacific and ~~$7.3~~$2.1 million into Latin America, partially offset by decreased sales of $25.4 million into Europe, $10.8 million into Africa ~~partially offset by increased sales of $2.6~~and $12.4 million into ~~the Middle East. Interdivision sales (which are eliminated and are not included in consolidated sales as disclosed above) increased $1.9 million when compared to the same period in 2016.~~North America.

Gross profit for the three months ended September 30, ~~2017 increased~~2020 decreased by ~~$8.8~~$20.4 million, or ~~28.9%~~8.9%, as compared with the same period in ~~2016.~~2019. Gross profit margin for the three months ended September 30, ~~2017~~2020 of ~~20.7% increased~~31.3% decreased from ~~15.0%~~33.7% for the same period in ~~2016.~~2019. The ~~increase~~decrease in gross profit margin was primarily ~~attributable~~due to a sales mix shift to lower margin original equipment sales as compared to the same period in 2019 and the increasedcharges ~~and~~related to our 2020 Realignment Program, partially offset by increased savings related to our 2020 Realignment ~~Programs, partially offset by~~Program as compared to the ~~negative impact of decreased sales on our absorption of fixed manufacturing costs.~~same period in 2019.

Gross profit for the nine months ended September 30, ~~2017~~2020 decreased by ~~$30.4~~$50.1 million, or ~~23.7%~~7.7%, as compared with the same period in ~~2016.~~2019. Gross profit margin for the nine months ended September 30, ~~2017~~2020 of ~~17.5%~~30.5% decreased from ~~20.9%~~33.2% for the same period in ~~2016.~~2019. The decrease in gross profit margin was primarily ~~attributable~~due to a ~~$16.9 million charge~~sales mix shift to lower margin original equipment sales as compared to the same period in 2019, the ~~second quarter of 2017 for costs incurred related to a contract to supply oil and gas platform equipment to an end user in Latin America and the~~

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~~negative impact of decreased sales on our absorption of fixed manufacturing costs, partially offset by lower~~increased charges ~~and increased savings~~ related to our 2020 Realignment ~~Programs.~~Program and the unfavorable impact of underutilized capacity from the COVID-19 pandemic resulting in $9.2 million of manufacturing costs being expensed and other related costs.

~~Operating loss~~SG&A for the three months ended September 30, ~~2017~~2020 decreased by ~~$13.5~~$20.9 million, or ~~78.9%~~14.2%, as compared with the same period in ~~2016.~~2019. Currency effects provided an increase of approximately $2 million. The decrease in SG&A was primarily due toa decrease in travel and selling-related expenses and increased savings related to our 2020 Realignment Program as compared to the same period in 2019.

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SG&A for the nine months ended September 30, 2020 increased by $6.4 million, or 1.5%, as compared with the same period in 2019. Currency effects provided a decrease of approximately $4 million. The increase in SG&A was primarily due to an $8.5 million write-down of accounts receivables and contract assets related to a contract with an oil and gas customer in Latin America, the favorable impacts resulting from gains from the sales of non-strategic manufacturing facilities in the first quarter of 2019 that did not recur and increased charges related to our 2020 Realignment Program, partially offset by a decrease in travel and selling-related expenses compared to the same period in 2019.

Operating income for the three months ended September 30, 2020 increased by $1.2 million, or 1.4%, as compared with the same period in 2019. The increase included negative currency effects of approximately $3 million. The increase was primarily due to the $20.9 million decrease in SG&A and the $20.4 million decrease in gross profit.

Operating income for the nine months ended September 30, 2020 decreased by $55.4 million, or 22.9%, as compared with the same period in 2019. The decrease included negative currency effects of approximately $1$8 million. The ~~decreased loss~~decrease was primarily due to the $8.8 million increase in gross profit and a $4.7 million decrease in SG&A (including a increase due to currency effects of approximately $1 million). The decrease in SG&A is primarily due to decreased charges and increased savings related to our Realignment Programs.

Operating loss for the nine months ended September 30, 2017 increased by $35.6 million, or 342.3%, as compared with the same period in 2016. The increase included negative currency effects of less than one million. The increased loss was primarily due to the $30.4$50.1 million decrease in gross profit and ~~a $4.9~~the $6.4 million increase in SG&A (including a decrease due to currency effects of less than one million). The increase in SG&A is primarily due to increased charges related to our Realignment Programs which were partially offset by an increase in related savings.&A.

Backlog of ~~$437.0~~$1,338.9 million at September 30, ~~2017~~ ~~increased~~2020 decreased by ~~$63.5~~$222.0 million, or ~~17.0%~~14.2%, as compared with December 31, ~~2016~~.2019. Currency effects provided ~~an increase~~a decrease of approximately ~~$36~~$7 million. Backlog at September 30, 2017 and December 31, 2016 included $17.7 million and $14.2 million, respectively, of interdivision backlog (which is eliminated and not included in consolidated backlog as disclosed above).

Flow Control Division Segment Results

~~Our second largest business segment is~~ FCD ~~which~~ designs, manufactures and distributes a broad portfolio of engineered-to-order and configured-to-order isolation valves, control valves, valve automation products, boiler controls and related services. FCD leverages its experience and application know-how by offering a complete menu of engineered services to complement its expansive product portfolio. FCD has a total of 5048 manufacturing facilities and QRCs in 2522 countries around the world, with five of its 2221 manufacturing operations located in the U.S., ~~nine~~10 located in Europe, ~~seven~~five located in Asia Pacific and one located in Latin America. Based on independent industry sources, we believe that FCD is the ~~third~~second largest industrial valve supplier on a global basis.


	Three Months Ended September 30,
(Amounts in millions, except percentages)	2020			2019
Bookings	$	237.6		$	282.7
Sales	255.2			314.0
Gross profit	78.1			101.8
Gross profit margin	30.6		%	32.4		%
SG&A	47.3			52.5

Segment operating income	30.8			49.2
Segment operating income as a percentage of sales	12.1		%	15.7		%

Three Months Ended September 30,
(Amounts in millions, except percentages) 2017 2016
Bookings $ 285.9
$ 291.9
Sales 287.7
299.3
Gross profit 91.7
108.0
Gross profit margin 31.9 % 36.1 %
Segment operating income 48.5
53.7
Segment operating income as a percentage of sales 16.9 % 17.9 %


	Nine Months Ended September 30,
(Amounts in millions, except percentages)	2020			2019
Bookings	$	807.8		$	942.8
Sales	766.9			908.7
Gross profit	229.1			293.7
Gross profit margin	29.9		%	32.3		%
SG&A	154.9			159.1

Segment operating income	74.2			134.7
Segment operating income as a percentage of sales	9.7		%	14.8		%

Nine Months Ended September 30,
(Amounts in millions, except percentages) 2017 2016
Bookings $ 911.2
$ 913.8
Sales 843.5
915.5
Gross profit 277.4
315.0
Gross profit margin 32.9 % 34.4 %
Segment operating income 254.1
140.5
Segment operating income as a percentage of sales 30.1 % 15.3 %

Bookings for the three months ended September 30, ~~2017~~2020 decreased by ~~$6.0~~$45.1 million, or ~~2.1%~~16.0%, as compared with the same period in ~~2016.~~2019. Bookings included currency benefits of ~~approximately $5~~approximately $2 million. ~~Decreased~~ The decrease in customer bookings was primarily driven by decreased orders in the ~~chemical and power generation industries were partially offset by increases in the general and~~ oil and gas, power generation and general industries. ~~Decreased customer~~Decrease customers bookings of ~~$19.6~~$29.4 million into North America, $8.8 million into Europe, $8.1 million into Asia Pacific, $3.3 million into the Middle East and $2.4 million into ~~Latin America~~Africa were partially offset by increased ~~customer~~ bookings of ~~$15.5~~$2.7 million into ~~North~~Latin America. The decreasewas ~~driven by~~ more heavily weighted towards customer original equipment bookings.

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Bookings for the nine months ended September 30, ~~2017~~2020 decreased by ~~$2.6~~$135.0 million, or ~~0.3%~~14.3%, as compared with the same period in ~~2016.~~2019. Bookings included negative currency effects of approximately $2$8 million. Decreased customer bookings in the ~~general~~oil and gas, chemical and general industries were ~~substantially~~partially offset by ~~increases~~increased bookings in the power generation ~~and oil and gas industries. Decreased~~

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industry. Decreased customer bookings of ~~$58.2~~$102.1 million into North America, $30.6 million into Europe, ~~and $20.9~~$6.9 million into ~~Latin America were substantially offset by increased customer bookings of $39.4 million into Asia Pacific, $13.3~~Africa, $4.4 million into the Middle East ~~$11.9~~and $2.7 million into ~~North America and $9.0~~Asia Pacific were partially offset by increased bookings of $5.8 million into ~~Africa.~~ Latin America. The decrease was primarily driven by lower customer original equipment bookings.

Sales for the three months ended September 30, ~~2017~~2020 decreased ~~$11.6~~$58.8 million, or ~~3.9%~~18.7%, as compared with the same period in ~~2016.~~2019. The decrease included currency benefits of ~~approximately $5 million and was~~approximately $3 million. Decreased sales were primarily driven by ~~decreased customer~~ original equipment sales. The decrease was primarily driven by decreased customer sales of ~~$7.2 million into Europe, $6.8~~$36.9 million into North America, $20.1 million into Asia Pacific, $5.4 million into Europe and ~~$4.7~~$1.6 million into Latin America, partially offset by increased ~~customer sales~~sales of ~~$5.1~~ $3.0 million into the Middle East and $2.3 million into ~~Asia Pacific and $4.1 million into~~ Africa.

Sales for the nine months ended September 30, ~~2017~~2020 decreased ~~$72.0~~$141.8 million, or ~~7.9%~~15.6%, as compared with the same period in ~~2016.~~2019. The decrease included negative currency ~~benefits~~effects of approximately ~~$1 million and was~~$5 million. Decreased sales were primarily driven by ~~decreased customer~~ original equipment sales. The decrease was primarily driven by decreased customer sales of ~~$26.8~~$76.3 million into North America, $30.9 million into Europe, $38.3 million into Asia Pacific and $5.1 million into Latin America, partially offset by increased sales of $4.2 million into the Middle East ~~$18.6~~and $3.6 million ~~into Europe, $11.2 million into North America and $8.7 million into Asia Pacific, partially offset by increased customer sales of $2.7 million~~ into Africa.

Gross profit for the three months ended September 30, ~~2017~~2020 decreased by ~~$16.3~~$23.7 million, or ~~15.1%~~23.3%, as compared with the same period in ~~2016.~~2019. Gross profit margin for the three months ended September 30, ~~2017~~2020 of ~~31.9%~~30.6% decreased from ~~36.1%~~32.4% for the same period in ~~2016.~~2019. The decrease in gross profit margin was primarily ~~attributable~~due to ~~increased charges related to our Realignment Programs~~lower sales volume and ~~the negative impact of decreased sales~~revenue recognized on ~~our absorption of fixed manufacturing costs, partially offset by increased savings achieved related to our Realignment Programs~~lower margin original equipment orders as compared to the same period in ~~2016.~~

~~Gross profit for the nine months ended September 30, 2017 decreased~~2019, partially offset by ~~$37.6 million, or 11.9%,~~increased savings related to our 2020 Realignment Program as compared ~~with~~to the same period in ~~2016.~~ 2019.

Gross profit margin for the nine months ended September 30, ~~2017~~ 2020 decreased of ~~32.9%~~$64.6 million, or 22.0%, as compared with the same period in 2019. Gross profit margin for the nine months ended September 30, 2020 of 29.9% decreased from ~~34.4%~~32.3% for the same period in ~~2016.~~2019. The decrease in gross profit margin was primarily ~~attributable~~due to ~~the negative impact of decreased sales on our absorption of fixed manufacturing costs and lower margin projects shipped from backlog, partially offset by~~ increased ~~savings achieved~~charges related to our 2020 Realignment ~~Programs~~Program, lower sales volume and revenue recognized on lower margin original equipment orders as compared to the same period in ~~2016.~~2019 and the unfavorable impact of underutilized capacity from the COVID-19 pandemic resulting in $5.8 million of manufacturing costs being expensed and other related costs.

SG&A for the three months ended September 30, 2020 decreased by $5.2 million, or 10.0%, as compared with the same period in 2019. Currency effects provided an increase of approximately $1 million. The decrease in SG&A was primarily due to a decrease in travel and selling-related expenses from our cost saving initiatives in response to COVID-19 and increased savings related to our 2020 Realignment Program as compared to the same period in 2019.

SG&A for the nine months ended September 30, 2020 decreased by $4.2 million, or 2.6%, as compared with the same period in 2019. Currency effects provided a decrease of approximately $1 million. The decrease in SG&A was primarily due to a decrease in travel from our cost saving initiatives in response to COVID-19, partially offset by increased charges related to our 2020 Realignment Program as compared to the same period in 2019.

Operating income for the three months ended September 30, ~~2017~~2020 decreased by ~~$5.2~~$18.4 million, or ~~9.7%~~37.5%, as compared with the same period in ~~2016.~~2019. The decrease included currency benefits of ~~approximately~~less than $1 million. The decrease was primarily due to the ~~$16.3~~$23.7 million decrease in gross profit, partially offset by the ~~$9.9~~$5.2 million ~~pre-tax gain from the sale of the Vogt business and a~~ decrease in SG&A of $1.0 million (including a increase due to currency effects of approximately $1 million). The decrease in SG&A was primarily due to savings achieved related to our Realignment Programs compared to the same period in 2016.&A.

Operating income for the nine months ended September 30, ~~2017 increased~~2020 decreased by ~~$113.6~~$60.5 million, or ~~80.9%~~44.9%, as compared with the same period in ~~2016.~~2019. The ~~increase~~decrease included negative currency effects of ~~approximately $3~~less than $1 million. The ~~increase~~decrease was primarily ~~attributable~~due to the ~~$141.2~~$64.6 million ~~of pre-tax gain from the sales of the Gestra and Vogt businesses and a~~ decrease in ~~SG&A of $9.4 million (including a decrease due to currency effects of less than one million),~~ gross profit, partially offset by the ~~$37.6~~$4.2 million decrease in ~~gross profit. The decrease in~~ SG&A ~~was primarily due to savings achieved related to our Realignment Programs compared to the same period in 2016.~~.

Backlog of ~~$659.8~~$647.9 million at September 30, ~~2017~~2020 increased by ~~$75.3~~$47.8 million, or ~~12.9%~~8.0%, as compared with December 31, ~~2016.~~2019. Currency effects provided an increase of ~~approximately $16~~approximately $8 million.

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LIQUIDITY AND CAPITAL RESOURCES

Cash Flow and Liquidity Analysis


	Nine Months Ended September 30,
(Amounts in millions)	2020		2019
Net cash flows provided (used) by operating activities	$	115.6	$	143.2
Net cash flows provided (used) by investing activities	(34.2)		(4.5)
Net cash flows provided (used) by financing activities	179.0		(195.5)

Nine Months Ended September 30,
(Amounts in millions) 2017 2016
Net cash flows provided by operating activities $ 72.4
$ 70.9
Net cash flows provided (used) by investing activities 171.1
(68.9 )
Net cash flows used by financing activities (136.2 ) (114.3 )

Existing cash, cash generated by operations and borrowings available under our ~~existing Revolving~~Senior Credit Facility are our primary sources of short-term liquidity. We monitor the depository institutions that hold our cash and cash equivalents on a regular basis, and we believe that we have placed our deposits with creditworthy financial institutions. Our sources of operating cash generally include the sale of our products and services and the conversion of our working capital, particularly accounts receivable and inventories. Our cash balance at September 30, ~~2017~~2020 was ~~$502.1~~$921.2 million,, as compared with ~~$367.2~~$671.0 million at December 31, ~~2016~~.2019.

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Our cash balance increased by ~~$134.9~~$250.2 million to ~~$502.1~~$921.2 million at September 30, ~~2017~~2020, as compared with December 31, ~~2016.~~2019. The cash ~~provided~~activity during the first nine months of ~~2017~~2020 included ~~$208.8~~$498.3 million in ~~net cash~~proceeds from the issuance of our 2030 Senior Notes and $10.8 million of proceeds from the sale of non-strategic manufacturing facilities in 2019 that were included in our ~~Gestra and Vogt businesses,~~2015 Realignment Programs, partially offset ~~by cash used~~by a $191.3 million partial tender offer of ~~$74.4~~our 2022 Euro Senior Notes, $78.1 million in dividend payments, ~~$45.0 million of payments on long-term debt and $40.6~~$47.9 million in capital ~~expenditures. See Note 3 to our condensed consolidated financial statements included in this Quarterly Report for more information on the sale~~expenditures and $32.1 million of ~~our Gestra and Vogt businesses.~~share repurchases.

For the nine months ended September 30, ~~2017~~,2020, our cash provided by operating activities was ~~$72.4~~$115.6 million, as compared ~~with $70.9~~to $143.2 million for the same period in ~~2016.~~2019. Cash flow used byfrom working capital ~~decreased~~increased for the nine months ended September 30, ~~2017,~~2020, due primarily to ~~decreased uses of~~increased cash flow used related to ~~accrued liabilities and income taxes payable, inventory and~~ accounts payable and contract liabilities, partially offset by ~~a decreased source of~~increased cash ~~related to~~flows from accounts receivable and inventory as compared to the same period in ~~2016.~~2019.

Decreases in accounts receivable provided ~~$63.8~~$24.3 million of cash flow for the nine months ended September 30, ~~2017,~~2020, as compared ~~with $69.8~~to a cash flow use of $12.0 million for the same period in ~~2016.~~2019. As of September 30, ~~2017,~~2020, our days’ sales outstanding ("DSO") was 8773 days as compared with 8471 days as of September 30, ~~2016.~~2019.

~~Decreases~~Increases in ~~prepaid expenses and other provided $43.5~~contract assets used $37.3 million of cash flow for the nine months ended September 30, ~~2017,~~2020, as compared with ~~a use of $58.7~~$35.6 million for the same period in ~~2016, due primarily to a decrease in prepaid income taxes in 2017 compared to an increase in 2016.~~2019.

Increases in inventory used ~~$20.4~~$52.0 million and ~~$31.5 million of cash flow for the~~ ~~nine~~ ~~months ended September 30, 2017 and September 30, 2016, respectively. Inventory turns were~~ ~~2.6~~ ~~times at both September 30, 2017 and 2016. Our calculation of inventory turns does not reflect the impact of advanced cash received from our customers. Decreases in accounts payable used $68.0~~$64.3 million of cash flow for the nine months ended September 30, ~~2017~~2020 and September 30, 2019, respectively. Inventory turns were 3.6 times at September 30, 2020, as compared ~~with $98.8 million for the same period in~~ ~~2016~~. to 3.9 as of September 30, 2019.

Decreases in ~~accrued liabilities and income taxes~~accounts payable used ~~$6.7~~$21.8 million of cash flow for the nine months ended September 30, ~~2017~~2020, as compared with ~~$82.3~~$12.0 million for the same period in ~~2016~~.

~~Cash flows~~2019. Increases in accrued liabilities and income taxes payable provided ~~by investing activities during~~$24.3 million of cash flow for the nine months ended September 30, ~~2017 were $171.1 million~~2020, as ~~compared~~compared with ~~a use~~cash flows used of ~~$68.9~~$8.5 million for the same period in ~~2016~~2019.

Decreases in contract liabilities used $22.5 million of cash flow for the nine months ended September 30, 2020, as compared with cash flows provided $26.6 million for the same period in 2019.

Cash flows used by investing activities during the nine months ended September 30, 2020 were $34.2 million, ~~primarily due~~as compared to ~~$208.8~~$4.5 million for the same period in ~~net proceeds from the sale of our Gestra and Vogt businesses.~~2019. Capital expenditures during the nine months ended September 30, ~~2017~~2020 were ~~$40.6~~$47.9 million ~~a decrease~~, an increase of ~~$23.9~~$2.6 million as compared with the same period in ~~2016~~.2019. Our capital expenditures are generally focused on strategic initiatives to pursue ~~new markets, geographic expansion,~~ information technology infrastructure, ongoing scheduled replacements and upgrades and cost reduction opportunities. In ~~2017,~~2020, total capital expenditures are expected to be ~~between $70~~approximately $60 million. In addition, proceeds received during the nine months ended September 30, 2020 from disposal of assets provided $13.8 million, ~~and $80 million.~~primarily from the 2019 sale of non-strategic manufacturing facilities that were included in our Realignment Programs. Proceeds received during the first nine months of 2019 included $40.8 million of proceeds from the sale of non-strategic manufacturing facilities that were included in our 2015 Realignment Programs.

Cash flows ~~used~~provided by financing activities during the nine months ended September 30, ~~2017~~2020 were $~~136.2~~179.0 million, as compared with ~~$114.3~~cash flows used of $195.5 million for the same period in ~~2016~~.2019. Cash ~~outflows~~inflows during the nine months ended September 30, ~~2017~~2020 resulted primarily from $498.3 million in net proceeds from ~~$74.4~~the issuance of the 2030 Senior Notes, partially offset by a $191.3 million payment on long-term debt resulting from our partial tender offer of our 2022 Euro Senior

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Notes, $78.1 million of dividend payments and ~~$45.0~~the repurchase of $32.1 million of ~~payments on long-term debt.~~common shares. We intend to use the remaining net proceeds from the public offering of the 2030 Senior Notes for future debt reduction.

~~Our Senior Credit Facility matures in October 2020. Approximately 8.3% of our outstanding Term Loan Facility is due to mature in the remainder of 2017 and approximately 33.3% in 2018.~~ As of September 30, ~~2017,~~2020, we had an available capacity of ~~$708.2~~ $745.9 million on our Senior Credit Facility, which provides for a $800.0 million ~~Revolving~~unsecured revolving credit facility with a maturity date of July 16, 2024. Our borrowing capacity is subject to financial covenant limitations based on the terms of our Senior Credit ~~Facility.~~Facility and is also reduced by outstanding letters of credit. Our ~~Revolving~~Senior Credit Facility is committed and held by a diversified group of financial institutions. Refer to Note 7 to our condensed consolidated financial statements included in this Quarterly Report for additional information concerning our Senior Credit Facility.

During the nine months ended September 30, ~~2017 and 2016~~2020 we ~~contributed $20 million~~made no cash contributions to our U.S. pension plan. At December 31, ~~2016~~2019, our U.S. pension plan was fully funded as defined by applicable law. After consideration of our funded status, we ~~do not anticipate making any additional~~elected to make no contributions attributable to ~~our~~the U.S. pension plan in ~~2017, excluding direct benefits paid.~~ 2020. We continue to maintain an asset allocation consistent with our strategy to maximize total return, while reducing portfolio risks through asset class diversification.

At September 30, 2017, $489.4 million of our total cash balance of $502.1 million was held by foreign subsidiaries, $375.8 million of which we consider permanently reinvested outside the U.S. Based on the expected near-term liquidity needs of our various geographies and our currently available sources of domestic short-term liquidity, we currently do not anticipate the need to repatriate any permanently reinvested cash to fund domestic operations that would generate adverse tax results. However, in the event this cash is needed to fund domestic operations, we estimate the full $375.8 million could be repatriated resulting in a U.S. cash tax liability between $5.0 million and $15.0 million. Should we be required to repatriate this cash, it could limit our ability to assert permanent reinvestment of foreign earnings and invested capital in future periods.

Considering our current debt structure and cash needs, we currently believe cash flows generated from operating activities combined with availability under our ~~Revolving~~Senior Credit Facility and our existing cash balance will be sufficient to meet our cash needs for the next 12 months. Cash flows from operations could be adversely affected by economic, political and other risks associated with sales of our products, operational factors, competition, fluctuations in foreign exchange rates and fluctuations in interest rates, among other factors. See "COVID-19 Liquidity Update" and "Cautionary Note Regarding Forward-Looking Statements" below.

~~Table~~As of ~~Contents~~

~~On November 13, 2014, our~~September 30, 2020, we have $113.6 million of remaining capacity for Board of Directors approved ~~a $500.0 million~~ share ~~repurchase authorization, of which as of~~ ~~September 30, 2017, we have $160.7 million of remaining capacity.~~repurchases. While we currently intend to continue to return cash through dividends and/or share repurchases for the foreseeable future, any future returns of cash through dividends and/or share repurchases will be reviewed individually, declared by our Board of Directors at its discretion and implemented by ~~management at its discretion, depending on our financial condition, business opportunities and market conditions at such time.~~management.

Financing

Credit Facilities

See Note 1012 to our consolidated financial statements included in our ~~2016~~2019 Annual Report and Note 67 to our condensed consolidated financial statements included in this Quarterly Report for a discussion of our Senior Credit Facility and related covenants. We were in compliance with all applicable covenants ~~related~~under our Senior Credit Facility as of September 30, 2020.

COVID-19 Liquidity Update

Given our current financial condition, we expect to be able to maintain adequate liquidity over the next 12 months as we manage through the current market environment. As of September 30, 2020, we had approximately $1.7 billion of liquidity, consisting of cash and cash equivalents of $921.2 million and $745.9 million of borrowings available under our Senior Credit Facility. In light of the liquidity currently available to us, and the costs savings measures planned and already in place, we expect to be able to maintain adequate liquidity over the next 12 months as we manage through the current market environment. We ~~complied with all covenants through September 30, 2017.~~will continue to actively monitor the potential impacts of COVID-19 and related events on the credit markets in order to maintain sufficient liquidity and access to capital throughout 2020.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s discussion and analysis of financial condition and results of operations are based on our condensed consolidated financial statements and related footnotes contained within this Quarterly Report. Our critical accounting policies used in the preparation of our condensed consolidated financial statements were discussed in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our ~~2016~~2019 Annual Report. ~~These~~

During the three months ended September 30, 2020, our critical accounting policies and methodology used in determining reserves for contingent losses associated with unasserted asbestos claims changed. As described below, we identified accounting errors related to the recognition of a liability for unasserted asbestos claims. The adjustments primarily related to an incurred but not reported (“IBNR”) liability associated with unasserted asbestos claims, but also included adjustments related to the associated receivables for expected insurance proceeds for asbestos settlement and defense costs from insurance coverage and related legal fees. For further discussion related to this matter refer to Notes 1 and 2 to our condensed consolidated financial statements included in this Quarterly Report.

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The Company is a defendant in a number of lawsuits that seek to recover damages for personal injury allegedly resulting from exposure to asbestos-containing products formerly manufactured and/or distributed by heritage companies of the Company. Historically, the Company estimated the liability for unsettled asbestos-related claims based on known claims and on experience during the preceding two years for claims filed, settled and dismissed, with adjustments for events deemed unusual or unlikely to recur. In October 2020, the Company entered into a settlement agreement with two insurance companies providing coverage for one of its heritage companies. Given the size of the settlement, and as part of the third quarter close process, the Company re-evaluated its accounting for asbestos-related matters and evaluated the amount of receivables that were currently recorded. Additionally the Company considered the amount of historical data available, related to historic asbestos claims and settlements, which led the Company to conclude that a liability for an IBNR was probable and reasonably estimable.

The Company initiated an actuarial study to determine the amount of the IBNR, excluding legal fees, and evaluated all insurance programs for all product lines for insurance recoveries. With the assistance of third party consultants, the Company estimates the liability for pending and future claims not yet asserted, and which are probable and estimable, through 2049, which represents the expected end of our asbestos liability exposure with no further ongoing claims expected beyond that date. This estimate is based on the Company's historical claim experience and estimates of the number and resolution cost of potential future claims that may be filed based on anticipated levels of unique plaintiff asbestos-related claims in the U.S. tort system against all defendants, the diminished volatility and consistency of observable claims data, the period of time that has elapsed since we stopped manufacturing products that contained encapsulated asbestos and an expected downward trend in claims due to the average age of our claimants. This estimate is not discounted to present value. In light of the uncertainties and variables inherent in the long-term projection of the Company’s total asbestos liability, as part of our ongoing review of asbestos claims, each year we will reassess the projected liability of unasserted asbestos claims to be filed through 2049, and we will continually reassess the time horizon over which a reasonable estimate of unasserted claims can be projected.

The Company assesses the sufficiency of its estimated liability for pending and future claims on an ongoing basis by evaluating actual experience regarding claims filed, settled and dismissed, and amounts paid in settlements. In addition to claims and settlement experience, the Company considers additional quantitative and qualitative factors such as changes in legislation, the legal environment and the Company's defense strategy. In connection with the Company’s ongoing review of its asbestos-related claims, the Company also reviewed the amount of its potential insurance coverage for such claims, taking into account the remaining limits of such coverage, the number and amount of claims on our insurance from co-insured parties, ongoing litigation against the Company’s insurers, potential remaining recoveries from insolvent insurers, the impact of previous insurance settlements and coverage available from solvent insurers not party to the coverage litigation. The Company continues to have ongoing insurance coverage available for a significant amount of the potential future asbestos-related claims and may have additional insurance coverage, in the future.

The study from the Company’s actuary, based on data as of September 30, 2020, provided for a range of possible future liability from approximately $80.1 million to $131.7 million. The Company does not believe any amount within the range of potential outcomes represents a better estimate than another given the many factors and assumptions inherent in the projections and therefore the Company has recorded the liability at the actuarial central estimate of approximately $101.1 million. The Company has recorded estimated insurance receivables of approximately $87.5 million. The amounts recorded for the asbestos-related liability and the related insurance receivables are based on facts known at the time and a number of assumptions. However, projecting future events, such as the number of new claims to be filed each year, the length of time it takes to defend, resolve, or otherwise dispose of such claims, coverage issues among insurers and the continuing solvency of various insurance companies, as well as the numerous uncertainties surrounding asbestos litigation in the United States, could cause the actual liability and insurance recoveries for us to be higher or lower than those projected or recorded. Changes recorded in the estimated liability and estimated insurance recovery based on projections of asbestos litigation and corresponding insurance coverage, result in the recognition of additional expense or income.

Liabilities are recorded for various non-asbestos contingencies arising in the normal course of business when it is both probable that a loss has been incurred and such loss is reasonably estimable. Assessments of reserves are based on information obtained from our independent and in-house experts, including recent legal decisions and loss experience in similar situations. The recorded legal reserves are susceptible to changes due to new developments regarding the facts and circumstances of each matter, changes in political environments, legal venue and other factors. Recorded environmental reserves could change based on further analysis of our properties, technological innovation and regulatory environment changes.

Other critical policies, for which no significant changes have occurred in the nine months ended September 30, ~~2017~~,2020, include:

•Revenue Recognition;

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•Deferred Taxes, Tax Valuation Allowances and Tax Reserves;

~~Reserves for Contingent Loss;~~

•Retirement and Postretirement Benefits; and

•Valuation of Goodwill, Indefinite-Lived Intangible Assets and Other Long-Lived Assets.

The process of preparing condensed consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions to determine certain of the assets, liabilities, revenues and expenses. These estimates and assumptions are based upon what we believe is the best information available at the time of the estimates or assumptions. The estimates and assumptions could change materially as conditions within and beyond our control change. Accordingly, actual results could differ materially from those estimates. The significant estimates are reviewed quarterly with the Audit Committee of our Board of Directors.

Based on an assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, we believe that our condensed consolidated financial statements provide a meaningful and fair perspective of our consolidated financial condition and results of operations. This is not to suggest that other general risk factors, such as changes in worldwide demand, changes in material costs, performance of acquired businesses and others, could not adversely impact our consolidated financial condition, results of operations and cash flows in future periods. See "Cautionary Note Regarding Forward-Looking Statements" below.

ACCOUNTING DEVELOPMENTS

We have presented the information about pronouncements not yet implemented in Note 1 to our condensed consolidated financial statements included in this Quarterly Report.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or phrases such as, "may," "should," "expects," "could," "intends," "plans," "anticipates," "estimates," "believes," "predicts" or other similar expressions are intended to identify forward-looking statements, which include, without limitation, statements concerning our future financial performance, future debt and financing levels, investment objectives, implications of litigation and regulatory investigations and other management plans for future operations and performance.

The forward-looking statements included in this Quarterly Report are based on our current expectations, projections, estimates and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict. These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements and are currently, or in the future could be, amplified by the COVID-19 pandemic. Specific factors that might cause such a difference include, without limitation, the following:

•uncertainties related to the impact of the COVID-19 pandemic on our business and operations, financial results and financial position, our customers and suppliers, and on the global economy, including its impact on our sales;

•a portion of our bookings may not lead to completed sales, and our ability to convert bookings into revenues at acceptable profit margins;

•changes in the global financial markets and the availability of capital and the potential for unexpected cancellations or delays of customer orders in our reported backlog;

•our dependence on our customers' ability to make required capital investment and maintenance ~~expenditures;~~expenditures. The liquidity and financial position of our customers could impact capital investment decisions and their ability to pay in full and/or on a timely basis;

•if we are not able to successfully execute and realize the expected financial benefits from our strategic transformation, realignment and other cost-saving initiatives, our business could be adversely affected;

•risks associated with cost overruns on fixed fee projects and in accepting customer orders for large complex custom engineered products;

•the substantial dependence of our sales on the success of the oil and gas, chemical, power generation and water management industries;

•the adverse impact of volatile raw materials prices on our products and operating margins;

•economic, political and other risks associated with our international operations, including military actions, trade embargoes or changes to tariffs or trade ~~embargoes~~agreements that could affect customer markets, particularly North African, Russian and Middle Eastern markets and global oil and gas producers, and non-compliance with U.S. export/reexport control, foreign corrupt practice laws, economic sanctions and import laws and regulations;

•increased aging and slower collection of receivables, particularly in Latin America and other emerging markets;

•our exposure to fluctuations in foreign currency exchange rates, particularly the Euro and British pound and in hyperinflationary countries such as ~~Venezuela;~~Venezuela and Argentina;

•our furnishing of products and services to nuclear power plant facilities and other critical applications;

•potential adverse consequences resulting from litigation to which we are a party, such as litigation involving asbestos-containing material claims;

~~a foreign government investigation regarding our participation in the United Nations Oil-For-Food Program;~~

•expectations regarding acquisitions and the integration of acquired businesses;

•our relative geographical profitability and its impact on our utilization of deferred tax assets, including foreign tax credits;

•the potential adverse impact of an impairment in the carrying value of goodwill or other intangible assets;

•our dependence upon third-party suppliers whose failure to perform timely could adversely affect our business operations;

•the highly competitive nature of the markets in which we operate;

•environmental compliance costs and liabilities;

•potential work stoppages and other labor matters;

•access to public and private sources of debt financing;

•our inability to protect our intellectual property in the U.S., as well as in foreign countries;

•obligations under our defined benefit pension plans;

~~risks and potential liabilities associated with cyber security threats; and~~

~~our inability to execute and realize the expected financial benefits of our strategic manufacturing optimization and other cost-saving initiatives.~~

•our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or ~~fraud.~~fraud;

•the recording of increased deferred tax asset valuation allowances in the future or the impact of tax law changes on such deferred tax assets could affect our operating results;

•risks and potential liabilities associated with cyber security threats; and

•ineffective internal controls could impact the accuracy and timely reporting of our business and financial results.

These and other risks and uncertainties are more fully discussed in the risk factors identified in "Item 1A. Risk Factors" in Part I of our ~~2016~~2019 Annual Report, Part II of the Quarterly Report for the period ended March 31, 2020, and Part II of this ~~10-Q,~~Quarterly Report, and may be identified in our Quarterly Reports on Form 10-Q and our other filings with the SEC and/or press releases from time to time. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any forward-looking statement.


~~Item 3.~~	~~Quantitative and Qualitative Disclosures about Market Risk.~~

Item 3.Quantitative and Qualitative Disclosures About Market Risk.

We have market risk exposure arising from changes in ~~interest rates and~~ foreign currency exchange rate movements in foreign exchange contracts. We are exposed to credit-related losses in the event of non-performance by counterparties to financial instruments, but we currently expect our counterparties will continue to meet their obligations given their current creditworthiness.

~~Interest Rate Risk~~

Our earnings are impacted by changes in short-term interest rates as a result of borrowings under our Senior Credit Facility, which bear interest based on floating rates. At September 30, 2017, we had $180.0 million of variable rate debt obligations outstanding under our Senior Credit Facility with a weighted average interest rate of 2.58%. A hypothetical change of 100 basis points in the interest rate for these borrowings, assuming constant variable rate debt levels, would have changed interest expense by $1.4 million for the nine months ended September 30, 2017.

Foreign Currency Exchange Rate Risk

A substantial portion of our operations are conducted by our subsidiaries outside of the U.S. in currencies other than the U.S. dollar. Almost all of our non-U.S. subsidiaries conduct their business primarily in their local currencies, which are also their functional currencies. Foreign currency exposures arise from translation of foreign-denominated assets and liabilities into U.S. dollars and from transactions, including firm commitments and anticipated transactions, denominated in a currency other than our or a non-U.S. subsidiary’s functional currency. ~~In March 2015, we~~We have designated ~~€255.7~~€336.3 million of our ~~€500.0 million~~1.25% Euro 2022 ~~Euro~~ Senior Notes as a net investment hedge of our investments in certain of our international subsidiaries that use the Euro as their functional currency. ~~Generally,~~On September 22, 2020, as a means of managing the volatility of foreign currency exposure with the Euro/U.S. dollar exchange rate, we ~~view~~entered into a swap associated with our Euro investment in certain of our international subsidiaries and was designated as a net investment hedge. As of September 30, 2020, the notional value of the swap was €163.2 million. Routinely, we review our investments in foreign subsidiaries from a long-term perspective and use capital structuring techniques to manage our investment in foreign subsidiaries as deemed necessary. We realized net gains (losses) associated with foreign currency translation of ~~$17.7~~$25.2 million and ~~$(15.6)~~$(30.6) million for the three months ended September 30, ~~2017~~2020 and ~~2016~~2019, respectively, and ~~$85.8~~$(41.0) million and ~~$(12.6)~~$(26.5) million for the nine months ended September 30, ~~2017~~2020 and ~~2016~~,2019, respectively, which are included in other comprehensive income (loss).

We employ a foreign currency risk management strategy to minimize potential changes in cash flows from unfavorable foreign currency exchange rate movements. Where available, the use of foreign exchange contracts allows us to mitigate transactional exposure to exchange rate fluctuations as the gains or losses incurred on the foreign exchange contracts will offset, in whole or in part, losses or gains on the underlying foreign currency exposure. Our policy allows foreign currency coverage only for identifiable foreign currency exposures and beginning in the fourth quarter of 2013 instruments that meet certain criteria are designated for hedge accounting. As of September 30, ~~2017,~~2020, we had a U.S. dollar equivalent ~~of $237.6~~of $399.6 million in ~~aggregate~~aggregate notional amount outstanding in foreign exchange contracts with third parties, as compared with ~~$393.8~~$398.5 million at December 31, ~~2016~~.2019. Transactional currency gains and losses arising from transactions outside of our sites’ functional currencies and changes in fair value of ~~non-designated~~non-designated foreign exchange contracts are included in our consolidated results of operations. We recognized foreign currency net (losses) gains ~~(losses)~~ of ~~$8.4~~$(2.3) million and ~~$1.4~~$(7.8) million for the three months ended September 30, ~~2017~~2020 and ~~2016,~~2019, respectively, and ~~$(9.7)~~$9.3 million and ~~$2.5~~$(13.8) million for the nine months ended September 30, ~~2017~~2020 and ~~2016,~~2019, respectively, which are included in other ~~(expense)~~ income (expense), net in the accompanying condensed consolidated statements of income.

Based on a sensitivity analysis at September 30, ~~2017,~~2020, a 10% change in the foreign currency exchange rates for the nine months ended September 30, ~~2017~~2020 would have impacted our net earnings by ~~approximately $11~~approximately $16 million. This calculation assumes that all currencies change in the same direction and proportion relative to the U.S. dollar and that there are no indirect effects, such as changes in non-U.S. dollar sales volumes or prices. This calculation does not take into account the impact of the foreign currency exchange contracts discussed above.

~~Table of Contents~~


~~Item 4.~~	~~Controls and Procedures.~~

Item 4.Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are controls and other procedures that are designed to ensure that the information that we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Table of Co ntents

In connection with the preparation of this Quarterly Report, our management, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, ~~2017. Our management, including~~2020. Based on this evaluation, our ~~current Principal Executive Officer~~principal executive officer and ~~Principal Financial Officer,~~principal financial officer concluded that our disclosure controls and procedures were ~~not~~ effective as of September 30, 2017 because of the previously identified material weaknesses in our internal control over financial reporting described in Item 9A. Controls and Procedures in our Form 10-K/A for the fiscal year ended December 31, 2016.

Management has concluded that, notwithstanding the material weaknesses referred to above, the Company’s unaudited condensed consolidated financial statements in this Form 10-Q fairly state, in all material respects, our financial position, results of operations and cash flows as of the dates, and for the periods presented, in conformity with U.S. GAAP.

~~Remediation Plan~~

In the second quarter of 2017, management became actively engaged in the planning for, and implementation of, remediation efforts to address the material weaknesses in our internal control over financial reporting identified above. Management has implemented the following steps in the third quarter of 2017:

~~enhanced the current business process review control procedures to include additional prior period comparisons and additional key ratios, metrics and risk based criteria as determined by management;~~

~~enhanced the detailed site and/or process reviews based on criteria determined by management’s risk assessment including manual journal entries;~~

~~conducted enhanced ethics, controls and policy training for employees at the one non-U.S. site where certain employees engaged in conduct that circumvented controls.~~

Management believes the measures described above and others that may be implemented will remediate the material weaknesses that we have identified. Management is in the process of testing the effectiveness of the revised controls. These material weaknesses cannot be considered fully remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.2020.

Changes in Internal Control Over Financial Reporting

~~Other than the remediation actions identified above, there were~~There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended September 30, ~~2017~~2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of ~~Contents~~Co ntents

PART II — OTHER INFORMATION


~~Item 1.~~	~~Legal Proceedings.~~

Item 1.Legal Proceedings.

We are party to the legal proceedings that are described in Note 1011 to our condensed consolidated financial statements included in "Item 1. Financial Statements" of this Quarterly Report, and such disclosure is incorporated by reference into this "Item 1. Legal Proceedings." In addition to the foregoing, we and our subsidiaries are named defendants in certain other ordinary routine lawsuits incidental to our business and are involved from time to time as parties to governmental proceedings, all arising in the ordinary course of business. Although the outcome of lawsuits or other proceedings involving us and our subsidiaries cannot be predicted with certainty, and the amount of any liability that could arise with respect to such lawsuits or other proceedings cannot be predicted accurately, management does not currently expect the amount of any liability that could arise with respect to these matters, either individually or in the aggregate, to have a material adverse effect on our financial position, results of operations or cash flows.


~~Item 1A.~~	~~Risk Factors.~~

Item 1A.Risk Factors.

There are numerous factors that affect our business, ~~and~~financial condition, results of operations, cash flows, reputation and/or prospects, many of which are beyond our control. In addition to other information set forth in this Quarterly Report, careful consideration should be given to "Item 1A. Risk Factors" in Part I and "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" in Part II of our ~~2016~~2019 Annual Report, which contain descriptions of significant factors that might cause the actual results of operations in future periods to differ materially from those currently ~~expected or desired.~~projected in the forward-looking statements contained therein.

There have been no material changes in risk factors discussed in our ~~2016~~2019 Annual Report and subsequent SEC filings. The risks described in this Quarterly Report, the Quarterly Report filed for the period ended March 31, 2020, our ~~2016~~2019 Annual Report and in our other SEC filings or press releases from time to time are not the only risks we face. Additional risks and uncertainties are currently deemed immaterial based on management's assessment of currently available information, which remains subject to change; however, new risks that are currently unknown to us may surface in the future that materially adversely affect our business, financial condition, results of operations or cash flows.


~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds.~~

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.

Note 1213 to our condensed consolidated financial statements included in this Quarterly Report includes a discussion of our share repurchase program and payment of quarterly dividends on our common stock.

During the quarter ended September 30, ~~2017~~2020, we had no repurchases of our common stock shares. As of September 30, ~~2017,~~2020, we have ~~$160.7~~$113.6 million of ~~remaining~~remaining capacity under our current share repurchase program. The following table sets forth the activity for each of the three months during the quarter ended September 30, ~~2017:~~2020:


	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program (1)	Maximum Number of Shares (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Program (in millions)
Period
July 1 - 31	22,600	(2)	$	30.31	—	$	113.6
August 1 - 31	2,242	(3)	30.80		—	113.6
September 1 - 30	595	(2)	28.16		—	113.6
Total	25,437		$	30.30	—

(1)On November 13, 2014, our Board of Directors approved a $500.0 million share repurchase authorization. Our share repurchase program does not have an expiration date, and we reserve the right to limit or terminate the repurchase program at any time without notice.

(2)Represents shares that were tendered by employees to satisfy minimum tax withholding amounts for Restricted Shares.

(3)Includes 163 shares that were tendered by employees to satisfy minimum tax withholding amounts for Restricted Shares at an average price per share of $31.98 and 2,079 shares purchased at a price of $30.71 per share by a rabbi trust that we established in connection with our director deferral plans, pursuant to which non-employee directors may elect to defer directors’ quarterly cash compensation to be paid at a later date in the form of common stock.

Total Number of Shares Tendered Average Price per Share
Total Number of
Shares Purchased as
Part of Publicly Announced Program

Maximum Number of
Shares (or
Approximate Dollar
Value) That May Yet
Be Purchased Under
the Program (in millions)
Period
July 1 - 31 320
(1) $ 46.17
—
$ 160.7
August 1 - 31 2,899
(2) 38.35
—
160.7
September 1 - 30 —
—
—
160.7
Total 3,219
$ 39.13
—

Table of Co ntents

Item 3.Defaults Upon Senior Securities.

None

Item 4.Mine Safety Disclosures.

Not applicable.

Item 5.Other Information.

None

Table of Co ntents

Item 6.Exhibits


~~(1)~~Exhibit No.			~~Shares tendered by employees to satisfy minimum tax withholding amounts for Restricted Shares.~~			Description


~~(2)~~	Represents 419 shares that were tendered by employees to satisfy minimum tax withholding amounts for Restricted Shares at an average price per share of $38.91, and 2,480 shares purchased at a price of $38.25 per share by a rabbi trust that we established in connection with our director deferral plans, pursuant to which non-employee directors may elect to defer directors’ quarterly cash compensation to be paid at a later date in the form of common stock.

~~Table of Contents~~


~~Item 6.~~	~~Exhibits~~.



~~Exhibit No.~~		~~Description~~

3.1		Restated Certificate of Incorporation of Flowserve Corporation, ~~(incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).~~

~~3.2~~	~~Flowserve Corporation By-Laws,~~ as amended and restated effective May ~~18, 2017~~26, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May ~~24, 2017)~~26, 2020).

3.2		Flowserve Corporation By-Laws, as amended and restated effective August 12, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated August 14, 2020).

4.1		Fourth Supplemental Indenture, dated September 21, 2020, between Flowserve Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K dated September 22, 2020).



10.1		~~Fourth~~ First Amendment to Credit Agreement, dated ~~June 30, 2017,~~September 4, 2020, among Flowserve Corporation, Bank of America, N.A., as administrative agent, and the other lenders referred to therein (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-Kdated ~~July 7, 2017)~~September 8, 2020).







31.1+		Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2+		Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1++		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2++		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

104		The cover page from the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, formatted in Inline XBRL (included as Exhibit 101)

_______________________

* Management contracts and compensatory plans and arrangements required to be filed as exhibits to this Quarterly + Report on Form 10-Q.

+ Filed herewith.

++ Furnished herewith.

Table of ~~Contents~~Co ntents

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.


			FLOWSERVE CORPORATION

			~~FLOWSERVE CORPORATION~~

~~Date:~~	~~November 1, 2017~~	~~/s/ R. Scott Rowe~~
		~~R. Scott Rowe~~
		~~President and Chief Executive Officer~~ ~~(Principal Executive Officer)~~



~~Date:~~	~~November 1, 2017~~	~~/s/ Lee S. Eckert~~


Date:	November 13, 2020	~~Lee S. Eckert~~ /s/ Amy B. Schwetz
		Amy B. Schwetz
		Senior Vice President and Chief Financial Officer (Principal Financial Officer)




Date:	November 13, 2020	/s/ Scott K. Vopni
		Scott K. Vopni
		Vice President and Chief Accounting Officer (Principal Accounting Officer)



(Amounts in thousands, except per share data)	Nine Months Ended September 30, 2016
	As Reported			Adjustments			As Revised
Sales	$	2,916,814		$	2,739		$	2,919,553
Cost of sales (1)	(2,018,646		)	2,891			(2,015,755		)
Gross profit	898,168			5,630			903,798
Selling, general and administrative expense (2)	(737,083		)	(10,430		)	(747,513		)
Operating income	169,607			(4,800		)	164,807
Other income (expense), net	2,091			(1,021		)	1,070
Earnings before income taxes	128,959			(5,821		)	123,138
Provision for income taxes (3)	(47,809		)	(1,709		)	(49,518		)
Net earnings, including noncontrolling interests	81,150			(7,530		)	73,620
Net earnings attributable to Flowserve Corporation	$	79,928		$	(7,530	)	$	72,398
Net earnings per share attributable to Flowserve Corporation common shareholders:
Basic	$	0.61		$	(0.05	)	$	0.56
Diluted	0.61			(0.06		)	0.55



	Nine Months Ended September 30, 2017
	Shares		Weighted Average Grant-Date Fair Value
Number of unvested shares:
Outstanding - January 1, 2017	1,259,275		$	50.77
Granted	697,832		49.81
Vested	(473,426	)	59.38
Canceled	(207,618	)	48.00
Outstanding as of September 30, 2017	1,276,063		$	47.50



Three Months Ended September 30, 2017
(Amounts in thousands)	Engineered Product Division			Industrial Product Division			Flow Control Division		Subtotal–Reportable Segments		Eliminations and All Other			Consolidated Total
Sales to external customers	$	416,031		$	180,347		$	287,002	$	883,380	$	—		$	883,380
Intersegment sales	8,157			9,388			686		18,231		(18,231		)	—
Segment operating income (loss)	51,782			(3,551		)	48,497		96,728		(22,709		)	74,019

Three Months Ended September 30, 2016
(Amounts in thousands)	Engineered Product Division			Industrial Product Division			Flow Control Division		Subtotal–Reportable Segments		Eliminations and All Other			Consolidated Total
Sales to external customers	$	451,354		$	196,172		$	298,413	$	945,939	$	—		$	945,939
Intersegment sales	7,098			7,126			937		15,161		(15,161		)	—
Segment operating (loss) income (1)	(21,982		)	(17,062		)	53,717		14,673		(14,561		)	112



	Total Number of Shares Tendered		Average Price per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Number of Shares (or Approximate Dollar Value) That May Yet Be Purchased Under the Program (in millions)
Period	Total Number of Shares Tendered		Average Price per Share
July 1 - 31	320	(1)	$	46.17	—	$	160.7
August 1 - 31	2,899	(2)	38.35		—	160.7
September 1 - 30	—		—		—	160.7
Total	3,219		$	39.13	—