UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED ~~JUNE~~SEPTEMBER 30, 2019

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

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	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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☑ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting 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	☐

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 ☐ No ☑

As of ~~July 24,~~October 25, 2019 there were ~~131,170,103~~130,860,148 shares 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 – Three Months Ended ~~June~~September 30, 2019 and 2018 (unaudited)	1
Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income – ~~Six~~Nine Months Ended ~~June~~September 30, 2019 and 2018 (unaudited)	2
Condensed Consolidated Balance Sheets – ~~June~~September 30, 2019 and December 31, 2018 (unaudited)	3
Condensed Consolidated Statements of Stockholders' Equity – Three Months Ended ~~June~~September 30, 2019 and 2018 (unaudited)	4
Condensed Consolidated Statements of Stockholders' Equity – ~~Six~~Nine Months Ended ~~June~~September 30, 2019 and 2018 (unaudited)	5
Condensed Consolidated Statements of Cash Flows – ~~Six~~Nine Months Ended ~~June~~September 30, 2019 and 2018 (unaudited)	6
Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3031
Item 3. Quantitative and Qualitative Disclosures About Market Risk	4345
Item 4. Controls and Procedures	4345

PART II – OTHER INFORMATION
Item 1. Legal Proceedings	4446
Item 1A. Risk Factors	4446
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	4446
Item 3. Defaults Upon Senior Securities	4547
Item 4. Mine Safety Disclosures	4547
Item 5. Other information	4547
Item 6. Exhibits	4547
SIGNATURES	4648

PART I — FINANCIAL INFORMATION


Item 1.	Financial Statements.

FLOWSERVE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


(Amounts in thousands, except per share data)	Three Months Ended June 30,						Three Months Ended September 30,
	2019			2018			2019			2018
Sales	$	990,084		$	973,129		$	996,544		$	952,716
Cost of sales	(672,051		)	(687,072		)	(662,855		)	(644,215		)
Gross profit	318,033			286,057			333,689			308,501
Selling, general and administrative expense	(223,676		)	(240,791		)	(226,216		)	(241,878		)
Loss on sale of businesses							—			(7,727		)
Net earnings from affiliates	3,661			1,445			2,087			3,295
Operating income	98,018			46,711			109,560			62,191
Interest expense	(14,013		)	(14,939		)	(13,981		)	(13,826		)
Interest income	2,218			1,330			2,253			1,269
Other income (expense), net	(3,336		)	(4,770		)	(1,622		)	(5,283		)
Earnings before income taxes	82,887			28,332			96,210			44,351
Provision for income taxes	(22,413		)	(13,545		)	(25,647		)	(14,912		)
Net earnings, including noncontrolling interests	60,474			14,787			70,563			29,439
Less: Net earnings attributable to noncontrolling interests	(2,302		)	(1,567		)	(2,120		)	(1,234		)
Net earnings attributable to Flowserve Corporation	$	58,172		$	13,220		$	68,443		$	28,205
Net earnings per share attributable to Flowserve Corporation common shareholders:
Basic	$	0.44		$	0.10		$	0.52		$	0.22
Diluted	0.44			0.10			0.52			0.21

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


(Amounts in thousands)	Three Months Ended June 30,						Three Months Ended September 30,
	2019			2018			2019			2018
Net earnings, including noncontrolling interests	$	60,474		$	14,787		$	70,563		$	29,439
Other comprehensive income (loss):
Foreign currency translation adjustments, net of taxes of $(1,492) and $7,079, respectively	(2,848		)	(60,997		)
Pension and other postretirement effects, net of taxes of $(222) and $(274), respectively	2,186			5,817
Foreign currency translation adjustments, net of taxes of $852 and $3,246, respectively							(30,600		)	(19,669		)
Pension and other postretirement effects, net of taxes of $(231) and $(311), respectively							3,648			2,599
Cash flow hedging activity	43			97			44			52
Other comprehensive income (loss)	(619		)	(55,083		)	(26,908		)	(17,018		)
Comprehensive income, including noncontrolling interests	59,855			(40,296		)	43,655			12,421
Comprehensive income attributable to noncontrolling interests	(2,290		)	(1,571		)	(2,055		)	(1,578		)
Comprehensive income attributable to Flowserve Corporation	$	57,565		$	(41,867	)	$	41,600		$	10,843

See accompanying notes to condensed consolidated financial statements.

Table of Contents

FLOWSERVE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



(Amounts in thousands, except per share data)	Six Months Ended June 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Sales	$	1,880,135		$	1,893,083		$	2,876,679		$	2,845,798
Cost of sales	(1,268,026		)	(1,335,593		)	(1,930,881		)	(1,979,807		)
Gross profit	612,109			557,490			945,798			865,991
Selling, general and administrative expense	(428,830		)	(469,966		)	(655,046		)	(711,845		)
Loss on sale of businesses							—			(7,727		)
Net earnings from affiliates	5,970			4,613			8,057			7,908
Operating income	189,249			92,137			298,809			154,327
Interest expense	(28,044		)	(29,818		)	(42,025		)	(43,645		)
Interest income	4,241			2,968			6,494			4,237
Other income (expense), net	(6,476		)	(11,925		)	(8,098		)	(17,206		)
Earnings before income taxes	158,970			53,362			255,180			97,713
Provision for income taxes	(38,999		)	(22,116		)	(64,646		)	(37,028		)
Net earnings, including noncontrolling interests	119,971			31,246			190,534			60,685
Less: Net earnings attributable to noncontrolling interests	(4,538		)	(2,883		)	(6,659		)	(4,117		)
Net earnings attributable to Flowserve Corporation	$	115,433		$	28,363		$	183,875		$	56,568
Net earnings per share attributable to Flowserve Corporation common shareholders:
Basic	$	0.88		$	0.22		$	1.40		$	0.43
Diluted	0.88			0.22			1.40			0.43

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



(Amounts in thousands)	Six Months Ended June 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Net earnings, including noncontrolling interests	$	119,971		$	31,246		$	190,534		$	60,685
Other comprehensive income (loss):
Foreign currency translation adjustments, net of taxes of $1,190 and $4,788, respectively	4,097			(41,548		)
Pension and other postretirement effects, net of taxes of $(429) and $(587), respectively	3,403			5,507
Foreign currency translation adjustments, net of taxes of $2,043 and $8,034, respectively							(26,503		)	(61,217		)
Pension and other postretirement effects, net of taxes of $(660) and $(898), respectively							7,051			8,106
Cash flow hedging activity	105			125			149			177
Other comprehensive income (loss)	7,605			(35,916		)	(19,303		)	(52,934		)
Comprehensive income, including noncontrolling interests	127,576			(4,670		)	171,231			7,751
Comprehensive income attributable to noncontrolling interests	(5,203		)	(3,693		)	(7,258		)	(5,270		)
Comprehensive income attributable to Flowserve Corporation	$	122,373		$	(8,363	)	$	163,973		$	2,481

See accompanying notes to condensed consolidated financial statements.

Table of Contents

FLOWSERVE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(Amounts in thousands, except par value)	June 30,			December 31,			September 30,			December 31,
	2019			2018			2019			2018
ASSETS
Current assets:
Cash and cash equivalents	$	596,470		$	619,683		$	547,270		$	619,683
Accounts receivable, net of allowance for doubtful accounts of $53,251 and $51,501, respectively	806,724			792,434
Accounts receivable, net of allowance for doubtful accounts of $52,013 and $51,501, respectively							789,448			792,434
Contract assets, net	215,440			228,579			258,299			228,579
Inventories, net	680,898			633,871			687,239			633,871
Prepaid expenses and other	109,792			108,578			113,404			108,578
Total current assets	2,409,324			2,383,145			2,395,660			2,383,145
Property, plant and equipment, net of accumulated depreciation of $992,196 and $956,634, respectively	590,213			610,096
Property, plant and equipment, net of accumulated depreciation of $989,117 and $956,634, respectively							575,845			610,096
Operating lease right-of-use assets, net	189,966			—			182,273			—
Goodwill	1,195,116			1,197,640			1,178,248			1,197,640
Deferred taxes	54,576			44,682			44,113			44,682
Other intangible assets, net	183,113			190,550			182,162			190,550
Other assets, net	198,901			190,164			206,191			190,164
Total assets	$	4,821,209		$	4,616,277		$	4,764,492		$	4,616,277

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	402,118		$	418,893		$	398,215		$	418,893
Accrued liabilities	339,297			391,406			385,520			391,406
Contract liabilities	209,689			202,458			219,680			202,458
Debt due within one year	71,495			68,218			9,739			68,218
Operating lease liabilities	36,272			—			35,042			—
Total current liabilities	1,058,871			1,080,975			1,048,196			1,080,975
Long-term debt due after one year	1,386,475			1,414,829			1,350,265			1,414,829
Operating lease liabilities	153,401			—			146,839			—
Retirement obligations and other liabilities	472,674			459,693			449,388			459,693
Shareholders’ equity:
Common shares, $1.25 par value	220,991			220,991			220,991			220,991
Shares authorized – 305,000
Shares issued – 176,793
Capital in excess of par value	493,037			494,551			499,930			494,551
Retained earnings	3,607,928			3,543,007			3,651,126			3,543,007
Treasury shares, at cost – 45,943 and 46,237 shares, respectively	(2,036,857		)	(2,049,404		)
Treasury shares, at cost – 46,053 and 46,237 shares, respectively							(2,042,140		)	(2,049,404		)
Deferred compensation obligation	8,219			7,117			8,277			7,117
Accumulated other comprehensive loss	(567,007		)	(573,947		)	(593,849		)	(573,947		)
Total Flowserve Corporation shareholders’ equity	1,726,311			1,642,315			1,744,335			1,642,315
Noncontrolling interests	23,477			18,465			25,469			18,465
Total equity	1,749,788			1,660,780			1,769,804			1,660,780
Total liabilities and equity	$	4,821,209		$	4,616,277		$	4,764,492		$	4,616,277

See accompanying notes to condensed consolidated financial statements.

Table of Contents

FLOWSERVE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


	Total Flowserve Corporation Shareholders’ Equity																																	Total Flowserve Corporation Shareholders’ Equity
				Capital in Excess of Par Value				Retained Earnings											Deferred Compensation Obligation				Accumulated Other Comprehensive Income (Loss)								Total 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										Common Stock											Treasury Stock											Non- controlling Interests
	Shares	Amount					Shares					Amount										Shares					Amount							Shares			Amount											Non- controlling Interests
	(Amounts in thousands)																																	(Amounts in thousands)
Balance — April 1, 2019	176.793	$	220,991			$	487,673						$	3,575,014		Non- controlling Interests				(45,969	)			$	(2,037,586	)		$	7,107					$	(566,400	)		$	21,187								$	1,707,986
Balance — June 30, 2019																																		176,793			$	220,991					$	493,037			$	3,607,928			(45,943	)		$	(2,036,857	)		$	8,219			$	(567,007	)		$	23,477			$	1,749,788
Stock activity under stock plans																																		—			—				(260		)		—				4			149				58				—				—				(53		)
Stock-based compensation																																		—			—				7,153				—				—			—				—				—				—				7,153
Net earnings																																		—			—				—				68,443				—			—				—				—				2,120				70,563
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																																		—			—				—				—				—			—				—				—				(62		)		(62		)
Balance — September 30, 2019																																		176,793			$	220,991			$	499,930			$	3,651,126			(46,053	)		$	(2,042,140	)		$	8,277			$	(593,849	)		$	25,469			$	1,769,804

Balance — June 30, 2018																																		176,793			$	220,991			$	483,477			$	3,502,006			(46,241	)		$	(2,049,549	)		$	6,933			$	(542,198	)		$	19,891			$	1,641,551
Stock activity under stock plans	—	—				(2,382			)		—				26			729				—				—				—				(1,653		)	—			—				(146		)		—				1			14				—				—				—				(132	)
Stock-based compensation	—	—		7,746				—				—			—				—				—				—					7,746			—			—				5,735				—				—			—				—				—				—				5,735
Net earnings	—	—		—				58,172				—			—				—				—				2,302				60,474			—			—				—				28,205				—			—				—				—				1,234				29,439
Cash dividends declared	—	—		—				(25,258		)		—			—				—				—				—				(25,258		)	—			—				—				(25,160		)		—			—				—				—				—				(25,160		)
Other comprehensive income (loss), net of tax	—	—		—				—				—			—				—				(607		)		(12		)		(619		)	—			—				—				—				—			—				—				(17,361		)		343				(17,018		)
Other, net	—	—		—				—				—			—				1,112				—				—				1,112			—			—				—				—				—			—				92				—				(3,780		)		(3,688		)
Balance — June 30, 2019	176.793	$	220,991	$	493,037			$	3,607,928			(45,943	)		$	(2,036,857	)		$	8,219			$	(567,007	)		$	23,477			$	1,749,788

Balance — April 1, 2018	176.793	$	220,991	$	481,855			$	3,514,296			(46,273	)		$	(2,051,020	)		$	6,216			$	(487,111	)		$	18,319			$	1,703,546
Stock activity under stock plans	—	—		(2,812		)		—				32			1,472				—				—				—				(1,340		)
Stock-based compensation	—	—		4,434				—				—			—				—				—				—				4,434
Net earnings	—	—		—				13,220				—			—				—				—				1,567				14,787
Cash dividends declared	—	—		—				(25,136		)		—			—				—				—				—				(25,136		)
Other comprehensive income (loss), net of tax	—	—		—				—				—			—				—				(55,087		)		4				(55,083		)
Other, net	—	—		—				(374		)		—			—				717				—				—				343
Balance — June 30, 2018	176.793	$	220,991	$	483,477			$	3,502,006			(46,241	)		$	(2,049,549	)		$	6,933			$	(542,198	)		$	19,891			$	1,641,551
Balance — September 30, 2018																																		176,793			$	220,991			$	489,066			$	3,505,051			(46,240	)		$	(2,049,535	)		$	7,025			$	(559,559	)		$	17,688			$	1,630,727
See accompanying notes to condensed consolidated financial statements.

Table of Contents

FLOWSERVE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


	Total Flowserve Corporation Shareholders’ Equity																																	Total Flowserve Corporation Shareholders’ Equity
				Capital in Excess of Par Value				Retained Earnings											Deferred Compensation Obligation				Accumulated Other Comprehensive Income (Loss)								Total 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										Common Stock											Treasury Stock										Non- controlling Interests
	Shares	Amount					Shares					Amount										Shares					Amount							Shares			Amount										Non- controlling Interests
	(Amounts in thousands)																																	(Amounts in thousands)
Balance — January 1, 2019	176.793	$	220,991			$	494,551						$	3,543,007		Non- controlling Interests				(46,237	)			$	(2,049,404	)		$	7,117					$	(573,947	)		$	18,465							$	1,660,780		176,793			$	220,991		$	494,551		$	3,543,007		(46,237	)	$	(2,049,404	)	$	7,117		$	(573,947	)	$	18,465	$	1,660,780
Stock activity under stock plans	—	—				(16,869			)		—				294			12,547				—				—				—				(4,322		)	—			—				(17,129		)		—				298		12,696			1,160			—			—			(3,273		)
Stock-based compensation	—	—		15,355				—				—			—				—				—				—					15,355			—			—					22,508			—				—			—			—			—			—			22,508
Net earnings	—	—		—				115,433				—			—				—				—				4,538				119,971			—			—				—			183,875				—			—			—			—			6,659			190,534
Cash dividends declared	—	—		—				(50,512		)		—			—				—				—				—				(50,512		)	—			—				—			(75,756		)		—			—			—			—			—			(75,756		)
Repurchases of common shares																																		—			—				—			—				(114	)		(5,432		)	—			—			—			(5,432		)
Other comprehensive income (loss), net of tax	—	—		—				—				—			—				—				6,940				665				7,605			—			—				—			—				—			—			—			(19,902		)	599			(19,303		)
Other, net	—	—		—				—				—			—				1,102				—				(191		)		911			—			—				—			—				—			—			—			—			(254		)	(254		)
Balance — June 30, 2019	176.793	$	220,991	$	493,037			$	3,607,928			(45,943	)		$	(2,036,857	)		$	8,219			$	(567,007	)		$	23,477			$	1,749,788
Balance — September 30, 2019																																		176,793			$	220,991			$	499,930		$	3,651,126			(46,053	)		$	(2,042,140	)	$	8,277		$	(593,849	)	$	25,469		$	1,769,804

Balance — January 1, 2018	176.793	$	220,991	$	488,326			$	3,503,947			(46,471	)		$	(2,059,558	)		$	6,354			$	(505,473	)		$	16,367			$	1,670,954		176,793			$	220,991			$	488,326		$	3,503,947			(46,471	)		$	(2,059,558	)	$	6,354		$	(505,473	)	$	16,367		$	1,670,954
ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606)	—	—		—				19,642				—			—				—				—				—				19,642			—			—				—			19,642				—			—			—			—			—			19,642
Stock activity under stock plans	—	—		(13,244		)		—				230			10,009				—				—				—				(3,235		)	—			—				(13,391		)	—				231			10,023			—			—			—			(3,368		)
Stock-based compensation	—	—		8,395				—				—			—				—				—				—				8,395			—			—				14,131			—				—			—			—			—			—			14,131
Net earnings	—	—		—				28,363				—			—				—				—				2,883				31,246			—			—				—			56,568				—			—			—			—			4,117			60,685
Cash dividends declared	—	—		—				(49,946		)		—			—				—				—				—				(49,946		)	—			—				—			(75,106		)		—			—			—			—			—			(75,106		)
Other comprehensive income (loss), net of tax	—	—		—				—				—			—				—				(36,725		)		809				(35,916		)	—			—				—			—				—			—			—			(54,086		)	1,152			(52,934		)
Other, net	—	—		—				—				—			—				579				—				(168		)		411			—			—				—			—				—			—			671			—			(3,948		)	(3,277		)
Balance — June 30, 2018	176.793	$	220,991	$	483,477			$	3,502,006			(46,241	)		$	(2,049,549	)		$	6,933			$	(542,198	)		$	19,891			$	1,641,551
Balance — September 30, 2018																																		176,793			$	220,991			$	489,066		$	3,505,051			(46,240	)		$	(2,049,535	)	$	7,025		$	(559,559	)	$	17,688		$	1,630,727
See accompanying notes to condensed consolidated financial statements.

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FLOWSERVE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


(Amounts in thousands)	Six Months Ended June 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Cash flows – Operating activities:
Net earnings, including noncontrolling interests	$	119,971		$	31,246		$	190,534		$	60,685
Adjustments to reconcile net earnings to net cash provided (used) by operating activities:
Depreciation	46,666			49,169			69,007			72,668
Amortization of intangible and other assets	8,003			8,467			10,134			12,548
Loss on disposition of businesses							—			7,727
Stock-based compensation	15,354			8,395			22,507			14,130
Foreign currency and other non-cash adjustments	(20,206		)	35,037
Foreign currency, asset impairments and other non-cash adjustments							(8,284		)	31,678
Change in assets and liabilities:
Accounts receivable, net	(13,445		)	(32,235		)	(13,351		)	(9,481		)
Inventories, net	(47,610		)	(57,414		)	(68,695		)	(46,699		)
Contract assets, net	12,432			(48,907		)	(36,325		)	(54,822		)
Prepaid expenses and other assets, net	4,949			2,353			3,786			(16,340		)
Accounts payable	(20,660		)	(10,550		)	(17,889		)	(29,963		)
Contract liabilities	6,744			(384		)	21,323			3,410
Accrued liabilities and income taxes payable	(56,935		)	(44,756		)	(6,407		)	(13,690		)
Retirement obligations and other	(6,824		)	4,478			(27,660		)	(1,480		)
Net deferred taxes	911			(1,636		)	5,311			(4,033		)
Net cash flows provided (used) by operating activities	49,350			(56,737		)	143,991			26,338
Cash flows – Investing activities:
Capital expenditures	(25,267		)	(31,747		)	(44,624		)	(49,976		)
Proceeds from disposal of assets and other	40,302			908			40,773			4,062
(Payments) proceeds from disposition of businesses							—			(3,663		)
Net cash flows provided (used) by investing activities	15,035			(30,839		)	(3,851		)	(49,577		)
Cash flows – Financing activities:
Payments on long-term debt	(30,000		)	(30,000		)	(105,000		)	(45,000		)
Proceeds from short-term financing							75,000			—
Payments on short-term financing							(75,000		)	—
Proceeds under other financing arrangements	1,699			2,253			2,572			2,720
Payments under other financing arrangements	(5,124		)	(6,282		)	(8,903		)	(9,093		)
Repurchases of common shares							(5,432		)	—
Payments related to tax withholding for stock-based compensation	(3,441		)	(2,931		)	(3,835		)	(2,972		)
Payments of dividends	(49,772		)	(49,681		)	(74,695		)	(74,548		)
Other	(190		)	(607		)	(251		)	(4,333		)
Net cash flows provided (used) by financing activities	(86,828		)	(87,248		)	(195,544		)	(133,226		)
Effect of exchange rate changes on cash	(770		)	(11,179		)	(17,009		)	(17,038		)
Net change in cash and cash equivalents	(23,213		)	(186,003		)	(72,413		)	(173,503		)
Cash and cash equivalents at beginning of period	619,683			703,445			619,683			703,445
Cash and cash equivalents at end of period	$	596,470		$	517,442		$	547,270		$	529,942

See accompanying notes to condensed consolidated financial statements.

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FLOWSERVE CORPORATION

(Unaudited)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.	Basis of Presentation and Accounting Policies

Basis of Presentation

The accompanying condensed consolidated balance sheet as of ~~June~~September 30, 2019, the related condensed consolidated statements of income and comprehensive income for the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, the condensed consolidated statements of stockholders' equity for the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 and the condensed consolidated statements of cash flows for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 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 ~~June~~September 30, 2019 ("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 for the year ended December 31, 2018 ("2018 Annual Report").

Resegmentation - We have determined that there are meaningful operational synergies and benefits to combining our previously reported Engineered Product Division ("EPD") and Industrial Product Division ("IPD") segments into one reportable segment, Flowserve Pump Division ("FPD"). During the first quarter of 2019, we implemented a reorganization of our operating segments and as a result we report our financial information reflecting two operating segments, FPD and Flow Control Division ("FCD"). The reorganization of the segments reflects how our chief operating decision maker (Chief Executive Officer) regularly reviews financial information to allocate resources and assess performance.

Accounting Developments

Pronouncements Implemented

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.2016-02, ~~“Leases~~Leases (Topic 842),” ("New Lease Standard"). The New Lease Standard increases transparency and comparability by requiring lessees to recognize right-of-use (“ROU”) assets and lease liabilities for operating leases on their consolidated balance sheets. Additionally, expanded disclosures are required to enable users of financial statements to understand the amount, timing and uncertainty of cash flows arising from leases.

We adopted the New Lease Standard effective January 1, 2019, utilizing the modified retrospective approach and elected an initial application date of January 1, 2019. The adoption resulted in an increase to total assets and liabilities due to the recording of lease ROU assets and lease liabilities of approximately $210 million as of January 1, 2019. The adoption did not materially impact our condensed consolidated results of operations or cash flows. Refer to Note 4 for further discussion of our adoption of the New Lease Standard.

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 this ASU must be applied to annual reporting periods beginning after December 15, 2018. Our adoption of ASU No. 2017-11 effective January 1, 2019 did not have an impact on our condensed 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 amendments in this ASU must be applied to annual reporting periods beginning after December 15, 2019. Early adoption is permitted. Our adoption of ASU No. 2017-12 effective January 1, 2019 did not have an impact on our condensed consolidated financial condition and results of operations.

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In February 2018, the FASB issued ASU No. 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Comprehensive Income (“AOCI”)." The ASU and its amendments were issued as a result of the enactment of the U.S. Tax Cuts and Jobs Act of 2017. The amendments of this ASU address the

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available options to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect of the change (or portion thereof) is recorded. Additionally, the ASU outlines the disclosure requirements for releasing income tax effects from AOCI. The ASU is effective for fiscal years beginning after December 15, 2018. The ASU should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. We elected not to reclassify the income tax effects of the Tax Cuts and Jobs Act from accumulated comprehensive income to retained earnings.

In July 2018, the FASB issued ASU No. 2018-07, "Compensation - Stock Compensation (Topic 718) - Improvements to Non-employee Share-based Payment Accounting." The amendments of this ASU apply to all share-based payment transactions to non-employees, in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations, accounted under ASC 505-50, Equity-Based Payments to Non-Employees. Under the amendments of ASU 2018-07, most of the guidance on compensation to non-employees would be aligned with the requirements for shared based payments granted to employees, Topic 718. The ASU is effective for fiscal years beginning after December 15, 2018. Our adoption of ASU No. 2018-07-12 effective January 1, 2019 did not have an impact on our condensed consolidated financial condition and results of operations.

Pronouncements Not Yet Implemented

In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments." The ASU requires, among other things, the use of a new current expected credit loss ("CECL") model in order to determine allowances for doubtful accounts with respect to accounts receivable and contract assets. The CECL model requires that companies estimate the lifetime of an expected credit loss with respect to receivables and contract assets and record allowances that, when deducted from the balance of the receivables, represent the net amounts expected to be collected. Companies will also be required to disclose information about how the allowances were developed, including changes in the factors that influenced our estimate of expected credit losses and the reasons for those changes. The amendments of the ASU are effective for fiscal years beginning after December 15, 2019. We are currently evaluating the impact of ASU No. 2016-13 and other related ASUs on our consolidated financial condition and results of operations.

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 adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently evaluating the impact of ASU No. 2017-04 on our 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 information requirements for assets and liabilities measured at fair value in the statement of financial position or disclosed in the notes to 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 the removed disclosures and delayed adoption until fiscal year 2020 permitted for the new disclosures. The removed and modified disclosures will be adopted on a retrospective basis and the new disclosures will be adopted on a prospective basis. We are currently evaluating the impact of ASU No. 2018-13 on our consolidated financial condition and results of operations.

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. 2018-14 on our consolidated financial condition and results of operations.

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 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

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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

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December 15, 2019. Early adoption of the ASU requirements is permitted, including adoption in any interim period. The amendments in this ASU should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are currently evaluating the impact of ASU No. 2018-15 on our 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 GAAP. The amendments of this ASU are effective for fiscal years beginning after December 15, 2019. We are currently evaluating the impact of ASU No. 2018-17 on our 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 the New Revenue Standard. The amendments of the ASU provide guidance on how to assess whether certain transactions between collaborative arrangement participants should be accounted for within the New Revenue Standard. 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. Early adoption is permitted. We are currently evaluating the impact of ASU No. 2018-18 on our consolidated financial condition and results of operations.


2.	Revenue Recognition

~~We enter into~~The majority of our 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 ~~having~~have multiple commitments of goods and services, including any combination of designing, developing, manufacturing, modifying, installing and commissioning of flow management equipment and providing services and parts related to the 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 ~~19% and 23%~~21% of total revenue for ~~the~~both three month periods ended ~~June~~September 30, 2019 and 2018, ~~respectively,~~ and 18% and ~~23%~~22% for the ~~six~~nine month periods ended ~~June~~September 30, 2019 and 2018, 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 ~~81% and 77%~~79% of total revenue for ~~the~~both three month periods ended ~~June~~September 30, 2019 and 2018, ~~respectively,~~ and 82% and ~~77%~~78% for the ~~six~~nine month periods ended ~~June~~September 30, 2019 and 2018, respectively. Refer to Note 2 to our consolidated financial statements included in our 2018 Annual Report for a more comprehensive discussion of our policies and accounting practices of revenue recognition.

Disaggregated Revenue

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


•	FPD for custom, highly-engineered pumps, pre-configured industrial pumps, pump systems, mechanical seals, auxiliary systems and replacement parts and related services; and

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 ~~two~~2 business segments generate Original Equipment and Aftermarket revenues.

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


	Three Months Ended June 30, 2019						Three Months Ended September 30, 2019
(Amounts in thousands)	FPD		FCD		Total		FPD		FCD		Total
Original Equipment	$	243,625	$	248,927	$	492,552	$	256,664	$	252,282	$	508,946
Aftermarket	430,341		67,191		497,532		426,134		61,464		487,598
	$	673,966	$	316,118	$	990,084	$	682,798	$	313,746	$	996,544

	Three Months Ended June 30, 2018						Three Months Ended September 30, 2018
	FPD		FCD		Total		FPD		FCD		Total
Original Equipment	$	246,470	$	238,977	$	485,447	$	255,869	$	239,864	$	495,733
Aftermarket	420,999		66,683		487,682		391,429		65,554		456,983
	$	667,469	$	305,660	$	973,129	$	647,298	$	305,418	$	952,716


	Six Months Ended June 30, 2019						Nine Months Ended September 30, 2019
(Amounts in thousands)	FPD		FCD		Total		FPD		FCD		Total
Original Equipment	$	449,429	$	462,973	$	912,402	$	706,092	$	715,306	$	1,421,398
Aftermarket	833,296		134,437		967,733		1,259,431		195,850		1,455,281
	$	1,282,725	$	597,410	$	1,880,135	$	1,965,523	$	911,156	$	2,876,679

	Six Months Ended June 30, 2018						Nine Months Ended September 30, 2018
	FPD		FCD		Total		FPD		FCD		Total
Original Equipment	$	500,536	$	449,467	$	950,003	$	756,296	$	689,331	$	1,445,627
Aftermarket	810,973		132,107		943,080		1,202,510		197,661		1,400,171
	$	1,311,509	$	581,574	$	1,893,083	$	1,958,806	$	886,992	$	2,845,798

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 June 30, 2019						Three Months Ended September 30, 2019
(Amounts in thousands)	FPD		FCD		Total		FPD		FCD		Total
North America(1)	$	269,737	$	134,715	$	404,452	$	279,583	$	133,881	$	413,464
Latin America(1)	45,771		10,093		55,864		51,338		7,682		59,020
Middle East and Africa	87,344		22,875		110,219		87,982		23,721		111,703
Asia Pacific	124,206		83,189		207,395		129,047		86,787		215,834
Europe	146,908		65,246		212,154		134,848		61,675		196,523
	$	673,966	$	316,118	$	990,084	$	682,798	$	313,746	$	996,544

	Three Months Ended June 30, 2018						Three Months Ended September 30, 2018
	FPD		FCD		Total		FPD		FCD		Total
North America(1)	$	264,250	$	133,564	$	397,814	$	251,503	$	140,898	$	392,401
Latin America(1)	43,674		5,319		48,993		76,167		4,461		80,628
Middle East and Africa	83,813		32,986		116,799		70,666		33,908		104,574
Asia Pacific	138,580		76,390		214,970		119,258		65,858		185,116
Europe	137,152		57,401		194,553		129,704		60,293		189,997
	$	667,469	$	305,660	$	973,129	$	647,298	$	305,418	$	952,716

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	Six Months Ended June 30, 2019						Nine Months Ended September 30, 2019
(Amounts in thousands)	FPD		FCD		Total		FPD		FCD		Total
North America (1)	$	517,506	$	269,874	$	787,380	$	797,092	$	403,747	$	1,200,839
Latin America(1)	83,373		15,893		99,266		134,716		23,574		158,290
Middle East and Africa	161,710		45,763		207,473		249,694		69,484		319,178
Asia Pacific	238,154		140,401		378,555		367,204		227,200		594,404
Europe	281,982		125,479		407,461		416,817		187,151		603,968
	$	1,282,725	$	597,410	$	1,880,135	$	1,965,523	$	911,156	$	2,876,679

	Six Months Ended June 30, 2018						Nine Months Ended September 30, 2018
	FPD		FCD		Total		FPD		FCD		Total
North America (1)	$	523,429	$	258,279	$	781,708	$	774,602	$	398,872	$	1,173,474
Latin America(1)	85,137		10,991		96,128		161,344		15,454		176,798
Middle East and Africa	169,836		66,045		235,881		240,497		99,954		340,451
Asia Pacific	266,695		132,573		399,268		385,955		198,437		584,392
Europe	266,412		113,686		380,098		396,408		174,275		570,683
	$	1,311,509	$	581,574	$	1,893,083	$	1,958,806	$	886,992	$	2,845,798

_____________________________________

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

On ~~June~~September 30, 2019, the aggregate transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations was approximately ~~$487~~$579 million. We estimate recognition of approximately ~~$275~~$152 million of this amount as revenue in the remainder of 2019 and an additional ~~$212~~$427 million in 2020 and thereafter.

Revenue recognized for performance obligations satisfied (or partially satisfied) in prior periods for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 was not material.

Contract Balances

We receive payment from customers based on a contractual billing schedule and specific performance requirements as established in our contracts. We record billings as accounts receivable when an unconditional right to consideration exists. A contract asset represents revenue recognized in advance of our right to receive payment under the terms of a contract. A contract liability represents our right to receive payment in advance of revenue recognized for a contract.

The following table presents beginning and ending balances of contract assets and contract liabilities, current and long-term, for the ~~six~~nine months ended ~~June~~September 30, 2019:


(Amounts in thousands)	Contract Assets, net (Current)			Long-term Contract Assets, net(1)			Contract Liabilities (Current)			Long-term Contract Liabilities(2)			Contract Assets, net (Current)			Long-term Contract Assets, net(1)			Contract Liabilities (Current)			Long-term Contract Liabilities(2)
Beginning balance, January 1, 2019	$	228,579		10,967			$	202,458		$	1,370		$	228,579		10,967			$	202,458		$	1,370
Revenue recognized that was included in contract liabilities at the beginning of the period	—			—			(108,769		)	—			—			—			(129,621		)	—
Increase due to revenue recognized in the period in excess of billings	361,384			—			—			—
Increase due to billings arising during the period in excess of revenue recognized	—			—			119,726			—
Revenue recognized in the period in excess of billings													584,784			—			—			—
Billings arising during the period in excess of revenue recognized													—			—			148,552			—
Amounts transferred from contract assets to receivables	(372,398		)	(2,444		)	—			—			(544,533		)	(3,414		)	—			—
Currency effects and other, net	(2,125		)	45			(3,726		)	(360		)	(10,531		)	539			(1,709		)	248
Ending balance, June 30, 2019	$	215,440		$	8,568		$	209,689		$	1,010
Ending balance, September 30, 2019													$	258,299		$	8,092		$	219,680		$	1,618

(1) Included in other assets, net.

(2) Included in retirement obligations and other liabilities.

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3.	Dispositions

FPD Business Divestiture

On June 29, 2018, pursuant to a ~~plan~~plan of sale ~~approved~~approved by management, we executed an agreement to divest ~~two~~2 FPD locations and associated product lines, including the related assets and liabilities. This transaction did not meet the criteria for classification of assets held for sale as of June 30, 2018 due to a contingency that could have potentially impacted the final terms and/or timing of the divestiture. The sale transaction was completed on August 9, 2018. During the twelve months ended December 31, 2018, we recorded a pre-tax charge of $25.1 million, including a pre-tax charge of $17.4 million in the second quarter of 2018 and a loss on sale of the business of $7.7 million in the third quarter of 2018. The second quarter of 2018 pre-tax charge related to write-downs of inventory and long-lived assets to their estimated fair value, of which $7.7 million was recorded in cost of sales ("COS") and $9.7 million was recorded in selling, general and administrative ("SG&A"). The third quarter of 2018 pre-tax charge primarily related to working capital changes since the second quarter of 2018 and net cash transferred at the closing date of $3.7 million. The sale included a manufacturing facility in Germany and a related assembly facility in France. In 2017, net sales related to the business totaled approximately $42 million, although the business produced an operating loss in each of the previous two fiscal years.


4.	Leases

We adopted the New Lease Standard effective January 1, 2019 utilizing the modified retrospective approach and have elected an initial application date of January 1, 2019. Adoption of the New Lease Standard resulted in an increase to total assets and liabilities due to the recording of lease ROU assets and lease liabilities of approximately $210 million as of January 1, 2019. Our adoption of the New Lease Standard included modification of certain accounting policies and practices, business processes, systems and controls in order to support compliance with the requirements.

We elected the package of three practical expedients for transition, which include the carry forward of our leases without reassessing whether any contracts are leases or contain leases, lease classification and initial direct costs. We elected the transition practical expedient to apply hindsight when determining the lease term and when assessing impairment of ROU assets at the adoption date, which allows us to update our assessments according to new information and changes in facts and circumstances that have occurred since lease inception. We have certain land easements that have historically been accounted for as finite-lived intangible assets. We elected the practical expedient related to land easements, allowing us to carry forward our accounting treatment for land easements on existing agreements as intangible assets. Any new or modified land easements will be accounted for as leases under the New Lease Standard.

Presentation of 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 34 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.

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 right-of-use 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.

For all classes of leased assets, we have applied an accounting policy election to exclude short-term leases from recognition in our condensed consolidated balance sheets. A short-term lease has a lease term of 12 months or less at the commencement date and does not include a purchase option that is reasonably certain of exercise. We recognize short-term lease expense in our condensed consolidated income statements on a straight-line basis over the lease term. Our short-term lease expense and short-term lease commitments as of ~~June~~September 30, 2019 are immaterial.

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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 the lease. Estimated amounts expected to be paid for residual value guarantees are included in lease liabilities and ROU assets.

As of ~~June~~September 30, 2019, we had ~~$37.7~~$41.9 million of legally binding minimum lease payments for operating leases signed but not yet commenced. We did not have material subleases, leases that imposed significant restrictions or covenants, material related party leases or sale-leaseback arrangements.

Other information related to our leases is as follows:


			June 30,					September 30,
(Amounts in thousands)			2019					2019
Operating Leases:
ROU assets recorded under operating leases			$	208,534				$	208,943
Accumulated amortization associated with operating leases			(18,568		)			(26,670		)
Total operating leases ROU assets, net			$	189,966				$	182,273

Liabilities recorded under operating leases (current)			$	36,272				$	35,042
Liabilities recorded under operating leases (non-current)			153,401					146,839
Total operating leases liabilities			$	189,673				$	181,881

Finance Leases:
ROU assets recorded under finance leases			$	18,017				$	16,230
Accumulated depreciation associated with finance leases			(8,469		)			(5,015		)
Total finance leases ROU assets, net(1)			$	9,548				$	11,215

Total finance leases liabilities(2)			$	9,671				$	11,246

The costs components of operating and finance leases are as follows:
(Amounts in thousands)	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019			Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Operating Lease Costs:
Fixed lease expense(3)	$	14,797	$	30,006		$	13,858	$	43,864
Variable lease expense(3)	1,306		2,880			1,119		3,999
Total operating lease expense	$	16,103	$	32,886		$	14,977	$	47,863

Finance Lease Costs:
Depreciation of finance lease ROU assets(3)	$	1,130	$	2,287		$	993	$	3,280
Interest on lease liabilities(4)	73		151			102		253
Total finance lease expense	$	1,203	$	2,438		$	1,095	$	3,533

_____________________

(1) Included in property plant and equipment, net

(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

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Supplemental cash flows information as of and for the ~~six~~nine months ended ~~June~~September 30, ~~2019:~~2019:


(Amounts in thousands, except lease term and discount rate)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases(1)	$	26,448		$	39,642
Financing cash flows from finance leases(2)	2,297			4,177
ROU assets obtained in exchange for lease obligations:
Operating leases	$	11,983		$	15,739
Finance leases	6,006			10,184
Weighted average remaining lease term (in years)
Operating leases	9 years			9 years
Finance leases	3 years			4 years
Weighted average discount rate (percent)
Operating leases	4.5		%	4.6		%
Finance leases	3.8		%	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

(2) Included in our condensed consolidated statement of cash flows, financing activities, payments under other financing arrangements

Future undiscounted lease payments under operating and finance leases as of September 30, 2019 were as follows (amounts in thousands):



Year ending December 31,	Operating Leases			Finance Leases
2019 (excluding the nine months ended September 30, 2019)	$	10,769		$	1,321
2020	39,425			4,353
2021	30,498			2,854
2022	25,032			1,623
2023	21,235			850
Thereafter	95,094			945
Total future minimum lease payments	$	222,053		$	11,946
Less: Imputed interest	(40,172		)	(700		)
Total	$	181,881		$	11,246

Other current liabilities	$	35,042		$	—
Operating lease liabilities	146,839			—
Debt due within one year	—			4,342
Long-term debt due after one year	—			6,904
Total	$	181,881		$	11,246

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~~Future undiscounted lease payments under operating and finance leases as of June 30, 2019 were as follows (amounts in thousands):~~


Year ending December 31,	Operating Leases			Finance Leases
2019 (excluding the six months ended June 30, 2019)	$	21,528		$	2,461
2020	38,288			4,201
2021	29,341			2,689
2022	24,355			1,243
2023	20,827			295
Thereafter	108,196			23
Total future minimum lease payments	$	242,535		$	10,912
Less: Imputed interest	(52,862		)	(1,241		)
Total	$	189,673		$	9,671

Other current liabilities	$	36,272		$	—
Operating lease liabilities	153,401			—
Debt due within one year	—			4,425
Long-term debt due after one year	—			5,246
Total	$	189,673		$	9,671

The future minimum lease payments as of December 31, 2018 were as follows (amounts in thousands):
Year ending December 31,
2019				$	68,443		$	68,443
2020				49,874			49,874
2021				38,446			38,446
2022				28,496			28,496
2023				21,473			21,473
Thereafter				66,518			66,518
Total future minimum lease payments				$	273,250		$	273,250


5.	Stock-Based Compensation Plans

We maintain the Flowserve Corporation Equity and Incentive Compensation Plan (the "2010 Plan"), which is a shareholder-approved plan authorizing the issuance of up to 8,700,000 shares of our common stock in the form of 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. Of the 8,700,000 shares of common stock authorized under the 2010 Plan, ~~1,526,953~~1,526,608 were available for issuance as of ~~June~~September 30, 2019. ~~In 2016, the long-term incentive program was amended to allow~~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"). As of ~~June~~September 30, 2019, 114,943 stock options were outstanding, with a grant date fair value of $2.0 million, ~~which is expected to be~~ recognized over ~~a weighted-average period~~three years, with remaining unearned compensation of ~~approximately one year. No~~$0.3 million. NaN stock options were granted ~~during the six months ended June 30, 2019 and 2018. No stock options~~or vested during the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018.

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 ~~$38.9~~$31.5 million and $24.3 million at ~~June~~September 30, 2019 and December 31, 2018, respectively, which is expected to be recognized over a remaining weighted-average period of approximately one year. These amounts will be recognized into net earnings in prospective periods as the awards vest. The total fair value of Restricted Shares vested during the three months ended ~~June~~September 30, 2019 and 2018 was ~~$2.4~~$0.3 million and ~~$3.2~~$0.2 million,respectively. The total fair value of Restricted Shares vested during the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 was ~~$16.3~~$16.5 million and ~~$13.9~~$14.0 million_, respectively.

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We recorded stock-based compensation expense of ~~$5.9~~$5.5 million ($~~7.7~~7.2 million pre-tax) and ~~$3.4~~$4.4 million ($~~4.4~~5.7 million pre-tax) for the three months ended ~~June~~September 30, 2019 and 2018, respectively. We recorded stock-based compensation expense of ~~$11.9~~$17.4 million ($~~15.3~~22.5 million pre-tax) and ~~$6.5~~$10.9 million ($~~8.4~~14.1 million pre-tax) for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, respectively. Performance-based shares granted in 2016 did not fully vest due to the unachievement of certain performance targets, resulting in 115,302 forfeited shares and a $4.5 million reduction of stock-based compensation expense for the ~~six~~nine months ended ~~June~~September 30, 2019. Performance-based shares granted in 2015 did not vest due to performance targets not being achieved, resulting in 100,033 forfeited shares and a $5.4 million reduction of stock-based compensation expense for the ~~six~~nine months ended ~~June~~September 30, 2018.

The following table summarizes information regarding Restricted Shares:


	Six Months Ended June 30, 2019				Nine Months Ended September 30, 2019
	Shares		Weighted Average Grant-Date Fair Value		Shares		Weighted Average Grant-Date Fair Value
Number of unvested shares:
Outstanding - January 1, 2019	1,530,214		$	45.06	1,530,214		$	45.06
Granted	763,062		47.03		807,439		46.91
Vested	(380,435	)	42.73		(386,306	)	42.78
Forfeited	(153,710	)	40.84		(197,004	)	42.32
Outstanding as of June 30, 2019	1,759,131		$	46.79
Outstanding as of September 30, 2019					1,754,343		$	46.72

Unvested Restricted Shares outstanding as of ~~June~~September 30, 2019 included approximately ~~678,000~~ 687,000units 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 have performance targets based on our average return on invested capital and our total shareholder return ("TSR") over a three-year period. Most unvested units were granted in three annual grants since January 1,

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2017 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 ~~1,356,000~~1,374,000 shares based on performance targets. As of ~~June~~September 30, 2019, we estimate vesting of approximately ~~678,000~~689,000 shares based on expected achievement of performance targets.


6.	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 7 to our consolidated financial statements included in our 2018 Annual Report and Note 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.

Foreign exchange contracts with third parties had a notional value of ~~$332.8~~$377.6 million and $280.9 million at ~~June~~September 30, 2019 and December 31, 2018, respectively. At ~~June~~September 30, 2019, the length of foreign exchange contracts currently in place ranged from 1510 days to 2835 months.

We are exposed to risk from 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.

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The fair values of foreign exchange contracts are summarized below:


	June 30,		December 31,		September 30,		December 31,
(Amounts in thousands)	2019		2018		2019		2018
Current derivative assets	$	1,090	$	535	$	1,787	$	535
Noncurrent derivative assets	1		5		—		5
Current derivative liabilities	1,471		3,285		4,841		3,285
Noncurrent derivative liabilities	30		2		388		2

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 June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
(Amounts in thousands)	2019			2018			2019			2018			2019			2018			2019			2018
Losses recognized in income	$	(1,413	)	$	(123	)	$	(2,694	)	$	(1,227	)	$	(1,817	)	$	(1,157	)	$	(4,511	)	$	(2,384	)

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

~~In March 2015, we~~We previously designated €255.7 million of our €500.0 million Euro senior notes discussed in Note 7 as a net investment hedge of our investments in certain of our international subsidiaries that use the Euro as their functional currency. We use the spot method to measure the effectiveness of our net investment hedge. Under this method, for each reporting period, the change in the carrying value of the Euro senior notes due to 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 income (expense), net in our condensed consolidated statement of income. We 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 the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018.

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7.	Debt

Debt, including finance lease obligations, consisted of:


	June 30,		December 31,		September 30,		December 31,
(Amounts in thousands, except percentages)	2019		2018		2019		2018
1.25% EUR Senior Notes due March 17, 2022, net of unamortized discount and debt issuance costs of $3,291 and $3,914	$	565,109	$	569,536
3.50% USD Senior Notes due September 15, 2022, net of unamortized discount and debt issuance costs of $2,259 and $2,589	497,741		497,411
4.00% USD Senior Notes due November 15, 2023, net of unamortized discount and debt issuance costs of $1,987 and $2,192	298,013		297,808
Term Loan Facility, interest rate of 3.83% at June 30, 2019 and 4.30% at December 31, 2018, net of debt issuance costs of $134 and $249	74,866		104,751
1.25% EUR Senior Notes due March 17, 2022, net of unamortized discount and debt issuance costs of $2,867 and $3,914					$	542,033	$	569,536
3.50% USD Senior Notes due September 15, 2022, net of unamortized discount and debt issuance costs of $2,092 and $2,589					497,908		497,411
4.00% USD Senior Notes due November 15, 2023, net of unamortized discount and debt issuance costs of $1,882 and $2,192					298,118		297,808
Term Loan Facility, interest rate of 4.30% at December 31, 2018, net of debt issuance costs of $249					—		104,751
Finance lease obligations and other borrowings	22,241		13,541		21,945		13,541
Debt and finance lease obligations	1,457,970		1,483,047		1,360,004		1,483,047
Less amounts due within one year	71,495		68,218		9,739		68,218
Total debt due after one year	$	1,386,475	$	1,414,829	$	1,350,265	$	1,414,829

Senior Credit Facility

As discussed in Note 11 to our consolidated financial statements included in our 2018 Annual Report, our credit agreement provides for an $195.0 million term loan (“Term Loan Facility”) and a $800.0 million revolving credit facility (“Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Credit Facility”) with a maturity date of October 14, 2020. As of June 30, 2019 and December 31, 2018, we had no revolving loans outstanding under the Revolving Credit Facility. We had outstanding letters of credit of $82.4 million and $92.9 million at June 30, 2019 and December 31, 2018, respectively, which together with financial covenant limitations based on the terms of our Senior Credit Facility, contributed to the reduction of our borrowing capacity to $692.0 million and $513.7 million, respectively. Our compliance with applicable financial covenants under the Senior Credit Facility is tested quarterly, and we complied with all applicable covenants as of June 30, 2019. 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 0.20% (per annum) during the period ended June 30, 2019. During the six months ended June 30, 2019, we made scheduled repayments of $30.0 million under our Term Loan Facility.

On July 16, 2019, we entered into a new credit agreement (“New Credit Agreement”) with Bank of America, N.A., as administrative agent, and the other lenders party ~~thereto (“Lenders”).~~thereto. The New Credit Agreement provides for a $800.0 million unsecured revolving credit facility with a maturity date of July 16, 2024 (“New Senior Credit Facility”). The New Senior 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 New Senior Credit Facility by an aggregate amount not to exceed $400.0 million, subject to certain conditions, including each Lender's approval providing any increase. On July 16, 2019, approximately $75.0 million was borrowed under the New Senior Credit Facility to repay all outstanding indebtedness under ~~our~~the then existing Senior Credit Facility. In connection with this repayment, our outstanding letters of credit under the Senior Credit Facility were transferred to the New Senior Credit Facility, and we terminated the then existing Senior Credit Facility. Subsequently, on September 16, 2019, the $75.0 million borrowed under the New Senior Credit Facility was paid in full.

The interest rates per annum applicable to the New Senior Credit Facility (other than with respect to swing line loans) ~~will be~~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 ("S&P") Ratings, ~~Services,~~ or, at our option, the Base Rate (as defined in the New Senior Credit Agreement) plus between 0.000% to 0.750% depending on our debt rating by either Moody’s Investors Service, Inc. or ~~Standard & Poor’s Ratings Services.~~S&P Global Ratings. The initial interest rate on the New 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 ~~will be~~is payable quarterly in arrears on the daily unused portions of the New Senior Credit Facility. The commitment fee will be between 0.090% and 0.300% of unused amounts under the New Senior Credit Facility depending on our debt rating by either Moody’s Investors Service, Inc. or ~~Standard & Poor’s Ratings Services.~~ S&P’s Ratings. The commitment fee was 0.20% (per annum) during the period ended September 30, 2019.

As of September 30, 2019 and December 31, 2018, we had 0 revolving loans outstanding. We had outstanding letters of credit of $79.5 million and $92.9 million at September 30, 2019 and December 31, 2018, respectively. The amount available for borrowings under our New Senior Credit Facility was $720.5 million at September 30, 2019. As of December 31, 2018, due to a financial covenant in the Senior Credit Facility, the amount available for borrowings under that facility was effectively limited to $513.7 million. Our compliance with applicable financial covenants under the New Senior Credit Facility is tested quarterly, and we complied with all applicable covenants as of September 30, 2019.

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8.	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 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 6.

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. The carrying value of our debt is included in Note 7. The estimated fair value of our Senior Notes at ~~June~~September 30, 2019 was ~~$1,383.2~~$1,366.9 million compared to the carrying value of ~~$1,360.9~~$1,338.1 million. The estimated fair value of the Senior Notes is based on Level I quoted market rates. The carrying amounts of our other 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 ~~June~~September 30, 2019 and December 31, 2018.

9. Inventories

Inventories, net consisted of the following:



	September 30,			December 31,
(Amounts in thousands)	2019			2018
Raw materials	$	328,902		$	310,204
Work in process	239,339			191,660
Finished goods	195,259			205,814
Less: Excess and obsolete reserve	(76,261		)	(73,807		)
Inventories, net	$	687,239		$	633,871

1718

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~~9. Inventories~~

~~Inventories, net consisted of the following:~~

June 30,
December 31,
(Amounts in thousands) 2019 2018
Raw materials $ 334,011
$ 310,204
Work in process 240,696
191,660
Finished goods 182,394
205,814
Less: Excess and obsolete reserve (76,203 ) (73,807 )
Inventories, net $ 680,898
$ 633,871


10.	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 June 30,				Three Months Ended September 30,
(Amounts in thousands, except per share data)	2019		2018		2019		2018
Net earnings of Flowserve Corporation	$	58,172	$	13,220	$	68,443	$	28,205
Dividends on restricted shares not expected to vest	—		—		—		—
Earnings attributable to common and participating shareholders	$	58,172	$	13,220	$	68,443	$	28,205
Weighted average shares:
Common stock	131,126		130,816		131,122		130,823
Participating securities	21		28		23		20
Denominator for basic earnings per common share	131,147		130,844		131,145		130,843
Effect of potentially dilutive securities	607		382		701		507
Denominator for diluted earnings per common share	131,754		131,226		131,846		131,350
Earnings per common share:
Basic	$	0.44	$	0.10	$	0.52	$	0.22
Diluted	0.44		0.10		0.52		0.21


	Six Months Ended June 30,				Nine Months Ended September 30,
(Amounts in thousands, except per share data)	2019		2018		2019		2018
Net earnings of Flowserve Corporation	$	115,433	$	28,363	$	183,875	$	56,568
Dividends on restricted shares not expected to vest	—		—		—		—
Earnings attributable to common and participating shareholders	$	115,433	$	28,363	$	183,875	$	56,568
Weighted average shares:
Common stock	131,044		130,765		131,070		130,784
Participating securities	21		38		22		32
Denominator for basic earnings per common share	131,065		130,803		131,092		130,816
Effect of potentially dilutive securities	578		358		605		408
Denominator for diluted earnings per common share	131,643		131,161		131,697		131,224
Earnings per common share:
Basic	$	0.88	$	0.22	$	1.40	$	0.43
Diluted	0.88		0.22		1.40		0.43

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.

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11.	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. While the overall number of asbestos-related claims has generally declined in recent years, there can be no assurance that this trend will continue, or that the average cost per claim 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.

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. 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, in whole or in part. Accordingly, we have recorded a liability for our estimate of the most likely settlement

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of asserted 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. While unfavorable rulings, judgments or settlement terms regarding these claims could have a material adverse impact on our business, financial condition, results of operations and cash flows, 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 we expect that future claims would also be subject to then existing indemnities and insurance coverage.

Other

We are currently involved as a potentially responsible party at ~~five~~5 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 2018 Annual Report, in 2016 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 and 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. Since that time there has not been any legal action in respect of this matter. 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.~~Company.

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 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.

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12.	Retirement and Postretirement Benefits

Components of the net periodic cost for retirement and postretirement benefits for the three months ended ~~June~~September 30, 2019 and 2018 were as follows:


	U.S. Defined Benefit Plans						Non-U.S. Defined Benefit Plans						Postretirement Medical Benefits					U.S. Defined Benefit Plans						Non-U.S. Defined Benefit Plans						Postretirement Medical Benefits
(Amounts in millions)	2019			2018			2019			2018			2019		2018			2019			2018			2019			2018			2019		2018
Service cost	$	5.9		$	5.1		$	1.5		$	1.8		$	—	$	—		$	5.9		$	5.5		$	1.3		$	1.7		$	—	$	—
Interest cost	4.2			3.9			2.2			2.1			0.2		0.2			4.5			3.9			2.0			2.2			0.2		0.2
Expected return on plan assets	(6.3		)	(6.4		)	(1.9		)	(2.1		)	—		—			(6.4		)	(6.4		)	(1.7		)	(2.1		)	—		—
Amortization of prior service cost	0.1			0.1			0.1			—			—		0.1			—			—			0.1			—			—		—
Amortization of unrecognized net loss (gain)	0.9			1.4			0.7			0.9			—		(0.3		)	1.0			1.3			0.6			0.9			—		(0.2		)
Net periodic cost recognized	$	4.8		$	4.1		$	2.6		$	2.7		$	0.2	$	—		$	5.0		$	4.3		$	2.3		$	2.7		$	0.2	$	—

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Components of the net periodic cost for retirement and postretirement benefits for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 were as follows:


	U.S. Defined Benefit Plans						Non-U.S. Defined Benefit Plans						Postretirement Medical Benefits						U.S. Defined Benefit Plans						Non-U.S. Defined Benefit Plans						Postretirement Medical Benefits
(Amounts in millions)	2019			2018			2019			2018			2019			2018			2019			2018			2019			2018			2019			2018
Service cost	$	11.5		$	11.1		$	2.9		$	3.6		$	—		$	—		$	17.4		$	16.6		$	4.2		$	5.3		$	—		$	—
Interest cost	8.7			7.9			4.5			4.4			0.4			0.4			13.2			11.8			6.5			6.6			0.5			0.6
Expected return on plan assets	(12.8		)	(12.9		)	(3.8		)	(4.3		)	—			—			(19.2		)	(19.3		)	(5.5		)	(6.4		)	—			—
Amortization of prior service cost	0.1			0.1			0.1			—			—			0.1			0.1			0.1			0.2			—			0.1			0.1
Amortization of unrecognized net loss (gain)	1.8			2.8			1.5			1.8			(0.1		)	(0.4		)	2.8			4.1			2.1			2.7			(0.1		)	(0.6		)
Net periodic cost recognized	$	9.3		$	9.0		$	5.2		$	5.5		$	0.3		$	0.1		$	14.3		$	13.3		$	7.5		$	8.2		$	0.5		$	0.1

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

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.

Dividends declared per share were as follows:

Three Months Ended June 30, Six Months Ended June 30,
2019 2018 2019 2018
Dividends declared per share $ 0.19
$ 0.19
$ 0.38
$ 0.38



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Dividends declared per share	$	0.19	$	0.19	$	0.57	$	0.57

Share Repurchase Program – 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 any time without notice.

We ~~had no repurchases of~~repurchased 113,656 shares of our outstanding common stock for ~~both~~$5.4 million during the three months ended September 30, 2019, compared to 0 repurchases of shares for the same period in 2018. During the nine months ended September 30, 2019 ,we repurchased 113,656 shares of our outstanding common stock for $5.4 million, compared to 0 repurchases of shares during the same period in 2018. The primary purpose for the repurchased shares in 2019 was to offset the dilution of outstanding common stock as a result of the ~~six months ended June 30, 2019 and 2018.~~vesting of Restricted Shares during the year related to stock-based compensation. As of ~~June~~September 30, 2019, we had ~~$160.7~~$155.3 million of remaining capacity under our current share repurchase program.

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14.	Income Taxes

On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”), which significantly changed U.S. tax law. The Tax Reform Act, among other things, lowered the Company’s U.S. statutory federal income tax rate from 35% to 21% effective January 1, 2018, while implementing a modified territorial tax system. The Tax Reform Act also provides for two new anti-base erosion provisions, the global intangible low-taxed income (“GILTI”) provision and the base-erosion and anti-abuse tax (“BEAT”) provision which effectively creates a new minimum tax on certain future foreign earnings.

For the three months ended ~~June~~September 30, 2019, we earned ~~$82.9~~$96.2 million before taxes and provided for income taxes of ~~$22.4~~$25.6 million resulting in an effective tax rate of ~~27.0%~~26.7%. For the ~~six~~nine months ended ~~June~~September 30, 2019, we earned ~~$159.0~~$255.2 million before taxes and provided for income taxes of ~~$39.0~~$64.6 million resulting in an effective tax rate of ~~24.5%~~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.

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For the three months ended September 30, 2018, we earned $44.4 million before taxes and provided for income taxes of $14.9 million resulting in an effective tax rate of 33.6%. For the nine months ended September 30, 2018, we earned $97.7 million before taxes and provided for income taxes of $37.0 million resulting in an effective tax rate of 37.9%. The effective tax rate varied from the U.S. federal statutory rate for the three and ~~six~~nine months ended ~~June 30, 2019 primarily due to the BEAT provision and state tax, partially offset by the net impact of foreign operations.~~

For the three months ended June 30, 2018, we earned $28.3 million before taxes and provided for income taxes of $13.5 million resulting in an effective tax rate of 47.8%. For the six months ended June 30, 2018, we earned $53.4 million before taxes and provided for income taxes of $22.1 million resulting in an effective tax rate of 41.4%. The effective tax rate varied from the U.S. federal statutory rate for the three and six months ended JuneSeptember 30, 2018 primarily due to the net impact of foreign operations, including losses in certain foreign jurisdictions for which no tax benefit was provided.

As of ~~June~~September 30, 2019, the amount of unrecognized tax benefits decreased by ~~$1.9~~$1.8 million from December 31, 2018. With limited exception, we are no longer subject to U.S. federal income tax audits for years through 2016, state and local income tax audits for years through 2012 or non-U.S. income tax audits for years through 2011. We are currently under examination for various years in Austria, Canada, China, France, Germany, India, Indonesia, Italy, Mexico, the Netherlands, Philippines, Saudi Arabia, Singapore, ~~Thailand,~~ the U.S., Venezuela, and ~~Venezuela.~~Vietnam.

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 ~~$18~~$6 million within the next 12 months.


15.	Segment Information

In connection with the Flowserve 2.0 Transformation program, which is discussed and defined in Note 17, we have determined that there are meaningful operational synergies and benefits to combining our previously reported EPD and IPD segments into one reportable segment, FPD. During the first quarter of 2019 we implemented a reorganization of our operating ~~segments and as a result we report our financial information reflecting two operating segments, FPD and FCD.~~segments. The reorganization of the segments reflects how our chief operating decision maker (Chief Executive Officer) regularly reviews financial information to allocate resources and assess performance.

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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 June 30, 2019
Three Months Ended September 30, 2019												Three Months Ended September 30, 2019
(Amounts in thousands)	FPD		FCD		Subtotal–Reportable Segments		Eliminations and All Other			Consolidated Total		FPD			FCD		Subtotal–Reportable Segments		Eliminations and All Other			Consolidated Total
Sales to external customers	$	673,966	$	316,118	$	990,084	$	—		$	990,084	$	682,798		$	313,746	$	996,544	$	—		$	996,544
Intersegment sales	651		822		1,473		(1,473		)	—		(52		)	1,066		1,014		(1,014		)	—
Segment operating income	76,161		46,161		122,322		(24,304		)	98,018		85,461			50,046		135,507		(25,947		)	109,560

Three Months Ended June 30, 2018
Three Months Ended September 30, 2018												Three Months Ended September 30, 2018
	FPD		FCD		Subtotal–Reportable Segments		Eliminations and All Other			Consolidated Total		FPD			FCD		Subtotal–Reportable Segments		Eliminations and All Other			Consolidated Total
Sales to external customers	$	667,469	$	305,660	$	973,129	$	—		$	973,129	$	647,298		$	305,418	$	952,716	$	—		$	952,716
Intersegment sales	962		811		1,773		(1,773		)	—		667			761		1,428		(1,428		)	—
Segment operating income	31,575		46,422		77,997		(31,286		)	46,711		56,480			56,430		112,910		(50,719		)	62,191


Six Months Ended June 30, 2019
Nine Months Ended September 30, 2019												Nine Months Ended September 30, 2019
(Amounts in thousands)	FPD		FCD		Subtotal–Reportable Segments		Eliminations and All Other			Consolidated Total		FPD		FCD		Subtotal–Reportable Segments		Eliminations and All Other			Consolidated Total
Sales to external customers	$	1,282,725	$	597,410	$	1,880,135	$	—		$	1,880,135	$	1,965,523	$	911,156	$	2,876,679	$	—		$	2,876,679
Intersegment sales	1,301		1,650		2,951		(2,951		)	—		1,249		2,716		3,965		(3,965		)	—
Segment operating income	156,624		90,583		247,207		(57,958		)	189,249		242,085		140,628		382,713		(83,904		)	298,809

Six Months Ended June 30, 2018
Nine Months Ended September 30, 2018												Nine Months Ended September 30, 2018
	FPD		FCD		Subtotal–Reportable Segments		Eliminations and All Other			Consolidated Total		FPD		FCD		Subtotal–Reportable Segments		Eliminations and All Other			Consolidated Total
Sales to external customers	$	1,311,509	$	581,574	$	1,893,083	$	—		$	1,893,083	$	1,958,806	$	886,992	$	2,845,798	$	—		$	2,845,798
Intersegment sales	1,371		2,129		3,500		(3,500		)	—		2,038		2,890		4,928		(4,928		)	—
Segment operating income	66,280		80,311		146,591		(54,454		)	92,137		122,760		136,741		259,501		(105,174		)	154,327

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16.	Accumulated Other Comprehensive Income (Loss)

The following table presents the changes in accumulated other comprehensive loss ("AOCL"), net of tax for the three months ended ~~June~~September 30, 2019 and 2018:


	2019												2018												2019												2018
(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)			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 - April 1	$	(440,980	)	$	(119,430	)	$	(796	)	$	(561,206	)	$	(365,330	)	$	(116,065	)	$	(1,062	)	$	(482,457	)
Balance - July 1																									$	(443,828	)	$	(117,244	)	$	(753	)	$	(561,825	)	$	(426,327	)	$	(110,248	)	$	(965	)	$	(537,540	)
Other comprehensive income (loss) before reclassifications	(2,848		)	663			43			(2,142		)	(60,997		)	3,788			97			(57,112		)	(30,600		)	2,184			44			(28,372		)	(19,669		)	771			52			(18,846		)
Amounts reclassified from AOCL	—			1,523			—			1,523			—			2,029			—			2,029			—			1,464			—			1,464			—			1,828			—			1,828
Net current-period other comprehensive income (loss)	(2,848		)	2,186			43			(619		)	(60,997		)	5,817			97			(55,083		)	(30,600		)	3,648			44			(26,908		)	(19,669		)	2,599			52			(17,018		)
Balance - June 30	$	(443,828	)	$	(117,244	)	$	(753	)	$	(561,825	)	$	(426,327	)	$	(110,248	)	$	(965	)	$	(537,540	)
Balance - September 30																									$	(474,428	)	$	(113,596	)	$	(709	)	$	(588,733	)	$	(445,996	)	$	(107,649	)	$	(913	)	$	(554,558	)

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(1) Includes foreign currency translation adjustments attributable to noncontrolling interests of $5.2 million and $4.7 million at ~~April~~July 1, 2019 and 2018, respectively, and ~~$5.2~~$5.1 million and ~~$4.7~~$5.0 million at ~~June~~September 30, 2019 and 2018, respectively. Includes net investment hedge ~~losses~~gains of ~~$3.0~~$9.3 million and ~~gains of $12.5~~$1.5 million, net of deferred taxes, at ~~June~~September 30, 2019 and 2018, respectively. Amounts in parentheses indicate debits.

The following table presents the reclassifications out of AOCL:


		Three Months Ended June 30,							Three Months Ended September 30,
(Amounts in thousands)	Affected line item in the statement of income	2019(1)			2018(1)			Affected line item in the statement of income	2019(1)			2018(1)
Pension and other postretirement effects
Amortization of actuarial losses(2)	Other income (expense), net	$	(1,607	)	$	(1,975	)	Other income (expense), net	$	(1,564	)	$	(2,061	)
Prior service costs(2)	Other income (expense), net	(138		)	(78		)	Other income (expense), net	(131		)	(78		)
	Tax benefit	222			24			Tax benefit	231			311
	Net of tax	$	(1,523	)	$	(2,029	)	Net of tax	$	(1,464	)	$	(1,828	)

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

(2) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note 12 for additional details.

~~Table of Contents~~

The following table presents the changes in AOCL, net of tax for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018:


	2019												2018												2019												2018
(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)			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	$	(447,925	)	$	(120,647	)	$	(858	)	$	(569,430	)	$	(384,779	)	$	(115,755	)	$	(1,090	)	$	(501,624	)	$	(447,925	)	$	(120,647	)	$	(858	)	$	(569,430	)	$	(384,779	)	$	(115,755	)	$	(1,090	)	$	(501,624	)
Other comprehensive (loss) income before reclassifications	4,097			393			105			4,595			(41,548		)	1,765			125			(39,658		)	(26,503		)	2,576			149			(23,778		)	(61,217		)	2,536			177			(58,504		)
Amounts reclassified from AOCL	—			3,010			—			3,010			—			3,742			—			3,742			—			4,475			—			4,475			—			5,570			—			5,570
Net current-period other comprehensive (loss) income	4,097			3,403			105			7,605			(41,548		)	5,507			125			(35,916		)	(26,503		)	7,051			149			(19,303		)	(61,217		)	8,106			177			(52,934		)
Balance - June 30	$	(443,828	)	$	(117,244	)	$	(753	)	$	(561,825	)	$	(426,327	)	$	(110,248	)	$	(965	)	$	(537,540	)
Balance - September 30																									$	(474,428	)	$	(113,596	)	$	(709	)	$	(588,733	)	$	(445,996	)	$	(107,649	)	$	(913	)	$	(554,558	)

(1) Includes foreign currency translation adjustments attributable to noncontrolling interests of $4.5 million and $3.8 million at January 1, 2019 and 2018, respectively, and ~~$5.2~~$5.1 million and ~~$4.7~~$5.0 million at ~~June~~September 30, 2019 and 2018, respectively. Includes net investment hedge losses of ~~$15.2~~$5.9 million and ~~$21.3~~$19.8 million, net of deferred taxes, for the three months ended ~~June~~September 30, 2019 and 2018, respectively. Amounts in parentheses indicate debits.

The following table presents the reclassifications out of AOCL:


		Six Months Ended June 30,							Nine Months Ended September 30,
(Amounts in thousands)	Affected line item in the statement of income	2019(1)			2018(1)			Affected line item in the statement of income	2019(1)			2018(1)
Pension and other postretirement effects
Amortization of actuarial losses(2)	Other income (expense), net	$	(3,163	)	$	(4,170	)	Other income (expense), net	$	(4,727	)	$	(6,231	)
Prior service costs(2)	Other income (expense), net	(276		)	(159		)	Other income (expense), net	(408		)	(237		)
	Tax benefit	429			587			Tax benefit	660			898
	Net of tax	$	(3,010	)	$	(3,742	)	Net of tax	$	(4,475	)	$	(5,570	)

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

(2) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note 12 for additional details.


17.	Realignment and Transformation Programs

In the second quarter of 2018, we launched and committed resources to 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. We anticipate that the Flowserve 2.0 Transformation will result in restructuring charges, non-restructuring charges and other related transformation expenses (primarily professional services, project management and related travel expenses). For the three months ended ~~June~~September 30, 2019 and 2018, we incurred Flowserve 2.0 Transformation related expenses of ~~$7.6~~$5.1 million and ~~$2.9~~$24.0 million, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 we incurred Flowserve 2.0 Transformation related expenses of ~~$16.0~~$21.0 million and ~~$3.4~~$27.4 million, respectively. The Flowserve 2.0 Transformation expenses incurred primarily consist of professional services, ~~and~~ project management and related travel costs recorded in SG&A.

In 2015, we initiated realignment programs to better align costs and improve long-term efficiency, including manufacturing optimization through the consolidation of facilities, reduction in our workforce and divestiture of certain non-strategic assets (the “Realignment Programs”). 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 workforce reductions

~~Table of Contents~~

to reduce redundancies. Expenses are primarily reported in COS or SG&A, as applicable, in our condensed consolidated statements of income. These Realignment Programs have been substantially completed as of December 31, 2018. We estimate that the total investment in these programs will be approximately $350 million. As of ~~June~~September 30, 2019, we have incurred charges of ~~$342.1~~$346.9 million since the inception of the programs.

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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 Realignment and Flowserve 2.0 Transformation program charges:


	Three Months Ended June 30, 2019													Three Months Ended September 30, 2019
(Amounts in thousands)	FPD			FCD		Subtotal–Reportable Segments			Eliminations and All Other		Consolidated Total			FPD		FCD		Subtotal–Reportable Segments		Eliminations and All Other		Consolidated Total
Realignment Charges
Restructuring Charges
COS	$	(928	)	$	23	$	(905	)	$	—	$	(905	)	$	197	$	811	$	1,008	$	—	$	1,008
SG&A	1,345			90		1,435			—		1,435			37		—		37		—		37
	$	417		$	113	$	530		$	—	$	530		$	234	$	811	$	1,045	$	—	$	1,045
Non-Restructuring Charges
COS	$	4,727		$	42	$	4,769		$	—	$	4,769		$	2,409	$	3	$	2,412	$	—	$	2,412
SG&A	254			35		289			713		1,002			343		—		343		994		1,337
	$	4,981		$	77	$	5,058		$	713	$	5,771		$	2,752	$	3	$	2,755	$	994	$	3,749
Total Realignment Charges
COS	$	3,799		$	65	$	3,864		$	—	$	3,864		$	2,606	$	814	$	3,420	$	—	$	3,420
SG&A	1,599			125		1,724			713		$	2,437		380		—		380		994		$	1,374
Total	$	5,398		$	190	$	5,588		$	713	$	6,301		$	2,986	$	814	$	3,800	$	994	$	4,794

Transformation Charges
SG&A	$	—		$	—	$	—		$	7,573	$	7,573		$	—	$	—	$	—	$	5,058	$	5,058
	$	—		$	—	$	—		$	7,573	$	7,573		$	—	$	—	$	—	$	5,058	$	5,058

Total Realignment and Transformation Charges
COS	$	3,799		$	65	$	3,864		$	—	$	3,864		$	2,606	$	814	$	3,420	$	—	$	3,420
SG&A	1,599			125		1,724			8,286		10,010			380		—		380		6,052		6,432
Total	$	5,398		$	190	$	5,588		$	8,286	$	13,874		$	2,986	$	814	$	3,800	$	6,052	$	9,852

~~Table of Contents~~

Three Months Ended June 30, 2018
(Amounts in thousands) FPD FCD Subtotal–Reportable Segments Eliminations and All Other Consolidated Total
Realignment Charges
Restructuring Charges
     COS $ 5,827
$ 706
$ 6,533
$ —
$ 6,533
     SG&A 1,164
116
1,280
28
1,308
$ 6,991
$ 822
$ 7,813
$ 28
$ 7,841
Non-Restructuring Charges

     COS $ 9,276
$ 420
$ 9,696
$ —
$ 9,696
     SG&A 1,694
524
2,218
986
3,204
$ 10,970
$ 944
$ 11,914
$ 986
$ 12,900
Total Realignment Charges
     COS $ 15,103
$ 1,126
$ 16,229
$ —
$ 16,229
     SG&A 2,858
640
3,498
1,014
$ 4,512
Total $ 17,961
$ 1,766
$ 19,727
$ 1,014
$ 20,741

Transformation Charges
     SG&A $ —
$ —
$ —
$ 2,900
$ 2,900
$ —
$ —
$ —
$ 2,900
$ 2,900

Total Realignment and Transformation Charges
     COS $ 15,103
$ 1,126
$ 16,229
$ —
$ 16,229
     SG&A 2,858
$ 640
$ 3,498
$ 3,914
$ 7,412
Total $ 17,961
$ 1,766
$ 19,727
$ 3,914
$ 23,641

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	Six Months Ended June 30, 2019													Three Months Ended September 30, 2018
(Amounts in thousands)	FPD			FCD		Subtotal–Reportable Segments			Eliminations and All Other		Consolidated Total			FPD			FCD			Subtotal–Reportable Segments			Eliminations and All Other		Consolidated Total
Realignment Charges
Restructuring Charges
COS	$	1,695		$	479	$	2,174		$	—	$	2,174		$	3,487		$	918		$	4,405		$	—	$	4,405
SG&A(1)	(17,126		)	413		(16,713		)	16		(16,697		)
SG&A														(205		)	1			(204		)	9		(195		)
	$	(15,431	)	$	892	$	(14,539	)	$	16	$	(14,523	)	$	3,282		$	919		$	4,201		$	9	$	4,210
Non-Restructuring Charges
COS	$	7,122		$	68	$	7,190		$	—	$	7,190		$	4,433		$	(630	)	$	3,803		$	—	$	3,803
SG&A	427			34		461			1,243		1,704			(818		)	225			(593		)	3,707		3,114
	$	7,549		$	102	$	7,651		$	1,243	$	8,894		$	3,615		$	(405	)	$	3,210		$	3,707	$	6,917
Total Realignment Charges
COS	$	8,817		$	547	$	9,364		$	—	$	9,364		$	7,920		$	288		$	8,208		$	—	$	8,208
SG&A	(16,699		)	447		(16,252		)	1,259		(14,993		)	(1,023		)	226			(797		)	3,716		$	2,919
Total	$	(7,882	)	$	994	$	(6,888	)	$	1,259	$	(5,629	)	$	6,897		$	514		$	7,411		$	3,716	$	11,127

Transformation Charges
SG&A	—			—		—			15,986		15,986			$	—		$	��		$	—		$	23,986	$	23,986
	$	—		$	—	$	—		$	15,986	$	15,986		$	—		$	—		$	—		$	23,986	$	23,986

Total Realignment and Transformation Charges
COS	$	8,817		$	547	$	9,364		$	—	$	9,364		$	7,920		$	288		$	8,208		$	—	$	8,208
SG&A	(16,699		)	447		(16,252		)	17,245		993			(1,023		)	$	226		$	(797	)	$	27,702	$	26,905
Total	$	(7,882	)	$	994	$	(6,888	)	$	17,245	$	10,357		$	6,897		$	514		$	7,411		$	27,702	$	35,113

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	Nine Months Ended September 30, 2019
(Amounts in thousands)	FPD			FCD		Subtotal–Reportable Segments			Eliminations and All Other		Consolidated Total
Realignment Charges
Restructuring Charges
COS	$	1,892		$	1,291	$	3,183		$	—	$	3,183
SG&A(1)	(17,072		)	413		(16,659		)	—		(16,659		)
	$	(15,180	)	$	1,704	$	(13,476	)	$	—	$	(13,476	)
Non-Restructuring Charges
COS	$	9,531		$	72	$	9,603		$	—	$	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		$	—	$	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		$	—	$	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) Includes gains from the sales of non-strategic manufacturing facilities that are included in our Realignment Programs.

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	Six Months Ended June 30, 2018										Nine Months Ended September 30, 2018
(Amounts in thousands)	FPD		FCD		Subtotal–Reportable Segments		Eliminations and All Other		Consolidated Total		FPD		FCD			Subtotal–Reportable Segments		Eliminations and All Other		Consolidated Total
Restructuring Charges
COS	$	7,045	$	2,452	$	9,497	$	—	$	9,497	$	10,532	$	3,370		$	13,902	$	—	$	13,902
SG&A	1,122		345		1,467		28		1,495		917		345			1,262		37		1,299
	$	8,167	$	2,797	$	10,964	$	28	$	10,992	$	11,449	$	3,715		$	15,164	$	37	$	15,201
Non-Restructuring Charges
COS	$	13,305	$	583	$	13,888	$	—	$	13,888	$	17,738	$	(47	)	$	17,691	$	—	$	17,691
SG&A	4,596		722		5,318		2,017		7,335		3,778		947			4,725		5,723		10,448
	$	17,901	$	1,305	$	19,206	$	2,017	$	21,223	$	21,516	$	900		$	22,416	$	5,723	$	28,139
Total Realignment Charges
COS	$	20,350	$	3,035	$	23,385	$	—	$	23,385	$	28,270	$	3,323		$	31,593	$	—	$	31,593
SG&A	5,718		1,067		6,785		2,045		8,830		4,695		1,292			5,987		5,760		11,747
Total	$	26,068	$	4,102	$	30,170	$	2,045	$	32,215	$	32,965	$	4,615		$	37,580	$	5,760	$	43,340

Transformation Charges
SG&A	—		—		—		3,400		3,400		—		—			—		27,352		27,352
	$	—	$	—	$	—	$	3,400	$	3,400	$	—	$	—		$	—	$	27,352	$	27,352

Total Realignment and Transformation Charges
COS	$	20,350	$	3,035	$	23,385	$	—	$	23,385	$	28,270	$	3,323		$	31,593	$	—	$	31,593
SG&A	5,718		1,067		6,785		5,445		12,230		4,695		1,292			5,987		33,112		39,099
Total	$	26,068	$	4,102	$	30,170	$	5,445	$	35,615	$	32,965	$	4,615		$	37,580	$	33,112	$	70,692

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The following is a summary of total inception to date charges, net of adjustments, related to the Realignment Programs:


	Inception to Date										Inception to Date
(Amounts in thousands)	FPD		FCD		Subtotal–Reportable Segments		Eliminations and All Other		Consolidated Total		FPD		FCD		Subtotal–Reportable Segments		Eliminations and All Other		Consolidated Total
Realignment Charges
Restructuring Charges
COS	$	110,737	$	27,504	$	138,241	$	—	$	138,241	$	110,934	$	28,316	$	139,250	$	—	$	139,250
SG&A	19,784		9,868		29,652		333		29,985		19,838		9,868		29,706		317		30,023
Income tax expense(1)	18,700		1,800		20,500		—		20,500		18,700		1,800		20,500		—		20,500
	$	149,221	$	39,172	$	188,393	$	333	$	188,726	$	149,472	$	39,984	$	189,456	$	317	$	189,773
Non-Restructuring Charges
COS	$	75,606	$	13,786	$	89,392	$	8	$	89,400	$	78,015	$	13,790	$	91,805	$	8	$	91,813
SG&A	39,731		7,546		47,277		16,745		64,022		40,074		7,546		47,620		17,739		65,359
	$	115,337	$	21,332	$	136,669	$	16,753	$	153,422	$	118,089	$	21,336	$	139,425	$	17,747	$	157,172
Total Realignment Charges
COS	$	186,343	$	41,290	$	227,633	$	8	$	227,641	$	188,949	$	42,106	$	231,055	$	8	$	231,063
SG&A	59,515		17,414		76,929		17,078		94,007		59,912		17,414		77,326		18,056		95,382
Income tax expense(1)	18,700		1,800		20,500		—		20,500		18,700		1,800		20,500		—		20,500
Total	$	264,558	$	60,504	$	325,062	$	17,086	$	342,148	$	267,561	$	61,320	$	328,881	$	18,064	$	346,945

____________________________

(1) 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 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.

The following is a summary of restructuring charges, net of adjustments, for the Realignment Programs:


	Three Months Ended June 30, 2019													Three Months Ended September 30, 2019
(Amounts in thousands)	Severance		Contract Termination		Asset Write-Downs/ (Gains)			Other			Total			Severance			Contract Termination		Asset Write-Downs/ (Gains)		Other		Total
COS	$	148	$	9	$	(1,051	)	$	(11	)	$	(905	)	$	(729	)	$	3	$	19	$	1,715	$	1,008
SG&A	1,302		—		—			133			1,435			(9		)	—		5		41		37
Total	$	1,450	$	9	$	(1,051	)	$	122		$	530		$	(738	)	$	3	$	24	$	1,756	$	1,045


	Three Months Ended June 30, 2018											Three Months Ended September 30, 2018
(Amounts in thousands)	Severance		Contract Termination		Asset Write-Downs		Other			Total		Severance			Contract Termination		Asset Write-Downs		Other			Total
COS	$	2,248	$	—	$	2,968	$	1,317		$	6,533	$	(590	)	$	3	$	449	$	4,543		$	4,405
SG&A	1,484		—		—		(176		)	1,308		(46		)	—		10		(159		)	(195		)
Total	$	3,732	$	—	$	2,968	$	1,141		$	7,841	$	(636	)	$	3	$	459	$	4,384		$	4,210

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	Six Months Ended June 30, 2019												Nine Months Ended September 30, 2019
(Amounts in thousands)	Severance		Contract Termination		Asset Write-Downs/ (Gains)			Other		Total			Severance		Contract Termination		Asset Write-Downs/ (Gains)			Other		Total
COS	$	1,827	$	48	$	(818	)	$	1,117	$	2,174		$	1,099	$	51	$	(799	)	$	2,832	$	3,183
SG&A(1)	1,618		—		(18,502		)	187		(16,697		)	1,609		—		(18,496		)	228		(16,659		)
Total	$	3,445	$	48	$	(19,320	)	$	1,304	$	(14,523	)	$	2,708	$	51	$	(19,295	)	$	3,060	$	(13,476	)

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


	Six Months Ended June 30, 2018										Nine Months Ended September 30, 2018
(Amounts in thousands)	Severance		Contract Termination		Asset Write-Downs		Other		Total		Severance		Contract Termination		Asset Write-Downs		Other		Total
COS	$	3,354	$	—	$	3,449	$	2,694	$	9,497	$	2,764	$	3	$	3,898	$	7,237	$	13,902
SG&A	1,293		—		—		202		1,495		1,246		—		10		43		1,299
Total	$	4,647	$	—	$	3,449	$	2,896	$	10,992	$	4,010	$	3	$	3,908	$	7,280	$	15,201

The following is a summary of total inception to date restructuring charges, net of adjustments, related to the Realignment Programs:


	Inception to Date											Inception to Date
(Amounts in thousands)	Severance		Contract Termination		Asset Write-Downs			Other		Total		Severance		Contract Termination		Asset Write-Downs			Other		Total
COS	$	86,987	$	955	$	23,517		$	26,782	$	138,241	$	86,259	$	958	$	23,536		$	28,497	$	139,250
SG&A	33,363		43		(16,813		)	13,392		29,985		33,354		43		(16,807		)	13,433		30,023
Income tax expense(1)	—		—		—			20,500		20,500		—		—		—			20,500		20,500
Total	$	120,350	$	998	$	6,704		$	60,674	$	188,726	$	119,613	$	1,001	$	6,729		$	62,430	$	189,773

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

The following represents the activity, primarily severance, related to the restructuring reserve for the Realignment Programs for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018:


(Amounts in thousands)	2019			2018			2019			2018
Balance at December 31	$	11,927		$	39,230		$	11,927		$	39,230
Charges, net of adjustments	4,796			7,544			5,817			11,314
Cash expenditures	(4,733		)	(9,169		)	(8,196		)	(15,935		)
Other non-cash adjustments, including currency	(205		)	(2,378		)	(461		)	(15,196		)
Balance at June 30	$	11,785		$	35,227
Balance at September 30							$	9,087		$	19,413


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 2018 Annual Report.

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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 employees in more than 50 countries.

Our business model is significantly influenced by the capital 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 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 of ~~171~~173 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 business strategy.

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

FPD for custom, highly-engineered pumps, pre-configured industrial pumps, pump systems, mechanical seals, auxiliary systems and replacement parts and related services; and

FCD for engineered and industrial valves, control valves, actuators and controls and related services.

In the second quarter of 2018, we launched and committed resources to 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, which is further discussed in Note 17 to our condensed consolidated financial statements included in this Quarterly Report.

In connection with the Flowserve 2.0 Transformation, we have determined that there are meaningful operational synergies and benefits to combine our previously reported EPD and IPD segments into one reportable segment, FPD. The reorganization of the segments reflects how our chief operating decision maker (Chief Executive Officer) regularly reviews financial information to allocate resources and assess performance. The reorganization of the segments was implemented during the first quarter of 2019 and prior periods presentations were retrospectively adjusted to conform to the new reportable segment composition. This change had no impact on our historical consolidated financial position or results of operations. Please refer to Note 15 to our condensed consolidated financial statements included in this Quarterly Report for further discussion regarding the segment combination.

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.

The reputation of our product portfolio is built on more than 50 well-respected brand names such as Worthington, IDP, Valtek, Limitorque, Durco, Edward, Anchor/Darling, SIHI, Halberg 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. We continue to expand our global supply chain capability to meet global customer demands and ensure the quality and timely delivery of our products. 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

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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.

Over the past ~~several quarters~~year, we have experienced a stabilization in business conditions and ~~are continuing to gain~~gained both traction and momentum in certain of our key markets. With continued stability in oil prices, at improved levels beginning in the second half of 2017, our large-project business is showing signs of recovery, ~~and~~while we ~~anticipate that customers will~~expect increased geopolitical uncertainty to continue to ~~increase~~challenge customers maintenance and short cycle investment ~~during~~in the ~~second half of 2019.~~near term.

RESULTS OF OPERATIONS — Three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018

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.

We anticipate that the Flowserve 2.0 Transformation will result in restructuring charges, non-restructuring charges and other related transformation ~~expenses (e.g., professional services, project management and related travel and expense).~~expenses. For the three months ended ~~June~~September 30, 2019 and 2018 we incurred Flowserve 2.0 Transformation related expenses of ~~$7.6~~$5.1 million and ~~$2.9~~$24.0 million, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 we incurred Flowserve 2.0 Transformation related expenses of ~~$16.0~~$21.0 million and ~~$3.4~~$27.4 million, respectively. The Flowserve 2.0 Transformation expenses incurred primarily consist of professional services, ~~and~~ project management and related travel costs recorded in SG&A.

The Realignment Programs, initiated in 2015, as discussed Note 17 to our condensed consolidated financial statements included in this Quarterly Report, were substantially complete as of December 31, 2018, with an estimated total investment in these programs of approximately $350 million.

The total charges for Realignment Programs and Flowserve 2.0 Transformation by segment are detailed below for the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018:


	Three Months Ended June 30, 2019										Three Months Ended September 30, 2019
(Amounts in thousands)	FPD		FCD		Subtotal–Reportable Segments		Eliminations and All Other		Consolidated Total		FPD		FCD		Subtotal–Reportable Segments		Eliminations and All Other		Consolidated Total
Total Realignment and Transformation Charges
COS	$	3,799	$	65	$	3,864	$	—	$	3,864	$	2,606	$	814	$	3,420	$	—	$	3,420
SG&A	1,599		125		1,724		8,286		10,010		380		—		380		6,052		6,432
Total	$	5,398	$	190	$	5,588	$	8,286	$	13,874	$	2,986	$	814	$	3,800	$	6,052	$	9,852


	Three Months Ended June 30, 2018										Three Months Ended September 30, 2018
(Amounts in thousands)	FPD		FCD		Subtotal–Reportable Segments		Eliminations and All Other		Consolidated Total		FPD			FCD		Subtotal–Reportable Segments			Eliminations and All Other		Consolidated Total
Total Realignment and Transformation Charges
COS	$	15,103	$	1,126	$	16,229	$	—	$	16,229	$	7,920		$	288	$	8,208		$	—	$	8,208
SG&A	2,858		640		3,498		3,914		7,412		(1,023		)	226		(797		)	27,702		26,905
Total	$	17,961	$	1,766	$	19,727	$	3,914	$	23,641	$	6,897		$	514	$	7,411		$	27,702	$	35,113

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	Six Months Ended June 30, 2019												Nine Months Ended September 30, 2019
(Amounts in thousands)	FPD			FCD		Subtotal–Reportable Segments			Eliminations and All Other		Consolidated Total		FPD			FCD		Subtotal–Reportable Segments			Eliminations and All Other		Consolidated Total
Total Realignment and Transformation Charges
COS	$	8,817		$	547	$	9,364		$	—	$	9,364	$	11,423		$	1,363	$	12,786		$	—	$	12,786
SG&A(1)	(16,699		)	447		(16,252		)	17,245		993		(16,302		)	447		(15,855		)	23,281		7,426
Total	$	(7,882	)	$	994	$	(6,888	)	$	17,245	$	10,357	$	(4,879	)	$	1,810	$	(3,069	)	$	23,281	$	20,212


	Six Months Ended June 30, 2018										Nine Months Ended September 30, 2018
(Amounts in thousands)	FPD		FCD		Subtotal–Reportable Segments		Eliminations and All Other		Consolidated Total		FPD		FCD		Subtotal–Reportable Segments		Eliminations and All Other		Consolidated Total
Total Realignment and Transformation Charges
COS	$	20,350	$	3,035	$	23,385	$	—	$	23,385	$	28,270	$	3,323	$	31,593	$	—	$	31,593
SG&A	5,718		1,067		6,785		5,445		12,230		4,695		1,292		5,987		33,112		39,099
Total	$	26,068	$	4,102	$	30,170	$	5,445	$	35,615	$	32,965	$	4,615	$	37,580	$	33,112	$	70,692

(1) Includes gains from the sales of non-strategic manufacturing facilities that are included in our Realignment Programs.

Consolidated Results

Bookings, Sales and Backlog


	Three Months Ended June 30,				Three Months Ended September 30,
(Amounts in millions)	2019		2018		2019		2018
Bookings	$	1,105.0	$	1,037.3	$	1,023.4	$	1,010.4
Sales	990.1		973.1		996.5		952.7


	Six Months Ended June 30,				Nine Months Ended September 30,
(Amounts in millions)	2019		2018		2019		2018
Bookings	$	2,165.1	$	1,965.8	$	3,188.4	$	2,974.5
Sales	1,880.1		1,893.1		2,876.7		2,845.8

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 ~~June~~September 30, 2019 increased by ~~$67.7~~$13.0 million, or ~~6.5%~~1.3%, as compared with the same period in 2018. The increase included negative currency effects of approximately ~~$35~~$22 million. The increase was driven by higher bookings in the ~~oil and gas,~~power generation, chemical and water management industries, partially offset by decreased bookings in the oil and gas and general industries. The increase was ~~primarily~~ driven by customer original equipment bookings. The three months ended ~~June~~September 30, 2018 included bookings of approximately ~~$11~~$7 million related to the two FPD locations and associated product lines that were divested in the third quarter of 2018.

Bookings for the ~~six~~nine months ended ~~June~~September 30, 2019 increased by ~~$199.3~~$213.9 million, or ~~10.1%~~7.2%, as compared with the same period in 2018. The increase included negative currency effects of approximately ~~$75.1~~$97 million. The increase was primarily driven by customer original equipment bookings. The increase was ~~also~~ driven by higher bookings in the oil and gas, chemical, power generation and water management industries, partially offset by decreased bookings in the general industries. The ~~six~~nine months ended ~~June~~September 30, 2018 included bookings of approximately ~~$25~~$31 million related to the two FPD locations and associated product lines that were divested in the third quarter of 2018.

Sales for the three months ended ~~June~~September 30, 2019 increased by ~~$17.0~~$43.8 million, or ~~1.7%~~4.6%, as compared with the same period in 2018. The increase included negative currency effects of approximately ~~$28~~$22 million. The increased sales were ~~equally attributable to original equipment and~~more heavily weighted towards aftermarket sales, with increased sales into ~~Europe,~~ North America, ~~Latin America~~Asia Pacific, the Middle East and ~~Africa,~~Europe, partially

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offset by decreased sales into ~~the Middle East~~Latin America and ~~Asia Pacific.~~Africa. The three months ended ~~June~~September 30, 2018 included sales of approximately $14 million related to the two FPD locations and associated product lines that were divested in the third quarter of 2018. Net sales to international customers, including export sales from the U.S., were approximately 63% and 64% of total sales for the three months ended June 30, 2019 and 2018, respectively.

Sales for the six months ended June 30, 2019 decreased by $13.0 million, or 0.7%, as compared with the same period in 2018. The decrease included negative currency effects of approximately $62 million. The decrease was driven by original equipment sales, with decreased sales into the Middle East and Asia Pacific, partially offset by increased sales into Europe, Africa, North America and Latin America. The six months ended June 30, 2018 included sales of approximately $25$5 million related to the two FPD locations and associated product lines that were divested in the third quarter of 2018. Net sales to international customers, including export sales from the U.S., were approximately 63% of total sales for ~~both six~~the three months ended ~~June~~September 30, 2019 and 2018.

Sales for the nine months ended September 30, 2019 increased by $30.9 million, or 1.1%, as compared with the same period in 2018. The increase included negative currency effects of approximately $83 million. The increase was driven by aftermarket sales, with increased sales into Europe, North America and Asia Pacific, partially offset by decreased sales into the Middle East and Latin America. The nine months ended September 30, 2018 included sales of approximately $44 million related to the two FPD locations and associated product lines that were divested in the third quarter of 2018. Net sales to international customers, including export sales from the U.S., were approximately 63% of total sales for the nine months ended September 30, 2019 and 2018.

Backlog represents the aggregate value of booked but uncompleted customer orders and is influenced primarily by bookings, sales, cancellations, and currency effects. Backlog of ~~$2,155.8~~$2,137.5 million at ~~June~~September 30, 2019 increased by ~~$264.2~~$245.9 million, or ~~14.0%~~13.0%, as compared with December 31, 2018. Currency effects provided ~~an increase~~a decrease of approximately $3$47 million. Approximately ~~34%~~33% of the backlog at ~~June~~September 30, 2019 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 ~~$487~~$579 million, as discussed in Note 2 to our condensed consolidated financial statements included in this Quarterly Report.

Gross Profit and Gross Profit Margin


	Three Months Ended June 30,						Three Months Ended September 30,
(Amounts in millions, except percentages)	2019			2018			2019			2018
Gross profit	$	318.0		$	286.1		$	333.7		$	308.5
Gross profit margin	32.1		%	29.4		%	33.5		%	32.4		%


	Six Months Ended June 30,						Nine Months Ended September 30,
(Amounts in millions, except percentages)	2019			2018			2019			2018
Gross profit	$	612.1		$	557.5		$	945.8		$	866.0
Gross profit margin	32.6		%	29.4		%	32.9		%	30.4		%

Gross profit for the three months ended ~~June~~September 30, 2019 increased by ~~$31.9~~$25.2 million, or ~~11.1%~~8.2%, as compared with the same period in 2018. Gross profit margin for the three months ended ~~June~~September 30, 2019 of ~~32.1%~~33.5% increased from ~~29.4%~~32.4% for the same period in 2018. The increase in gross profit margin was primarily attributed to the favorable impact of revenue recognized on higher margin projects, lower realignment charges associated with our Realignment Programs and improvements in operational efficiency and a $7.7 million charge related to the write-down of inventory in the second quarter of 2018 that did not recur, which was associated with the divestiture of two FPD locations in the third quarter of 2018.efficiency. Aftermarket sales represented approximately ~~50%~~49% of total sales, as compared with approximately 48% of total sales for ~~each of~~ the ~~three months ended June 30, 2019 and~~same period in 2018.

Gross profit for the ~~six~~nine months ended ~~June~~September 30, 2019 increased by ~~$54.6~~$79.8 million, or ~~9.8%~~9.2%, as compared with the same period in 2018. Gross profit margin for the ~~six~~nine months ended ~~June~~September 30, 2019 of ~~32.6%~~32.9% increased from ~~29.4%~~30.4% for the same period in 2018. The increase in gross profit margin was primarily attributed to the favorable impact of revenue recognized on higher margin projects, sales mix shift to higher margin aftermarket sales, lower realignment charges associated with our Realignment Programs, improvements in operational efficiency and a $7.7 million charge related to the write-down of inventory in the second quarter of 2018 that did not ~~recur, which was associated with the divestiture of two FPD locations in the third quarter of 2018.~~recur. Aftermarket sales represented approximately ~~52%~~51% of total sales, as compared with approximately ~~50%~~49% of total sales for the same period in 2018.

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Selling, General and Administrative Expense


	Three Months Ended June 30,						Three Months Ended September 30,
(Amounts in millions, except percentages)	2019			2018			2019			2018
SG&A	$	223.7		$	240.8		$	226.2		$	241.9
SG&A as a percentage of sales	22.6		%	24.7		%	22.7		%	25.4		%


	Six Months Ended June 30,						Nine Months Ended September 30,
(Amounts in millions, except percentages)	2019			2018			2019			2018
SG&A	$	428.8		$	470.0		$	655.0		$	711.8
SG&A as a percentage of sales	22.8		%	24.8		%	22.8		%	25.0		%

SG&A for the three months ended ~~June~~September 30, 2019 decreased by ~~$17.1~~$15.7 million, or ~~7.1%~~6.5%, as compared with the same period in 2018. Currency effects yielded a decrease of approximately $5$4 million. SG&A as a percentage of sales for the three months ended ~~June~~September 30, 2019 decreased ~~210~~270 basis points as compared with the same period in 2018 primarily due to ~~favorable impacts resulting from the 2018 divestiture of two FPD locations and a $9.7 million impairment charge~~lower charges related to ~~long-lived assets in~~our Flowserve 2.0 Transformation program, decreased broad-based annual incentive compensation expense and the ~~second quarter~~reversal of ~~2018 that did not recur.~~a loss contingency related to a legal matter.

SG&A for the ~~six~~nine months ended ~~June~~September 30, 2019 decreased by ~~$41.2~~$56.8 million, or ~~8.8%~~8.0%, as compared with the same period in 2018. Currency effects yielded a decrease of approximately ~~$12~~$16 million. SG&A as a percentage of sales for the ~~six~~nine months ended ~~June~~September 30, 2019 decreased ~~200~~220 basis points as compared with the same period in 2018 primarily due to lower charges related to our Flowserve 2.0 Transformation program, decreased broad-based annual incentive compensation expense, gains from the sales of non-strategic manufacturing facilities in the first quarter of 2019, favorable impacts resulting from the 2018 divestiture of two FPD locations and a $9.7 million impairment charge related to long-lived assets in the second quarter of 2018 that did not recur.

Loss on Sale of Businesses



	Three Months Ended September 30,
(Amounts in millions)	2019		2018
Loss on sale of businesses	$	—	$	(7.7	)



	Nine Months Ended September 30,
(Amounts in millions)	2019		2018
Loss on sale of businesses	$	—	$	(7.7	)

The loss on sale of businesses for the three and nine months ended September 30, 2018 is due to the loss of $7.7 million from the divestiture of two FPD locations and related product lines in the third quarter of 2018. See Note 3 to our condensed consolidated financial statements included in this Quarterly Report for additional information on these transactions.

Net Earnings from Affiliates


	Three Months Ended June 30,				Three Months Ended September 30,
(Amounts in millions)	2019		2018		2019		2018
Net earnings from affiliates	$	3.7	$	1.4	$	2.1	$	3.3


	Six Months Ended June 30,				Nine Months Ended September 30,
(Amounts in millions)	2019		2018		2019		2018
Net earnings from affiliates	$	6.0	$	4.6	$	8.1	$	7.9

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Net earnings from affiliates for the three months ended ~~June~~September 30, 2019 ~~increased $2.3~~decreased $1.2 million, or ~~164.3%~~36.4%, as compared with the same period in 2018. The ~~increase~~decrease was primarily a result of ~~increased~~decreased earnings of our FPD joint venture in ~~South Korea.~~India.

Net earnings from affiliates for the ~~six~~nine months ended ~~June~~September 30, 2019 ~~increased $1.4 million, or 30.4%, as~~were relatively flat when compared with ~~the same period in 2018.~~prior year.

Operating Income and Operating Margin


	Three Months Ended June 30,						Three Months Ended September 30,
(Amounts in millions, except percentages)	2019			2018			2019			2018
Operating income	$	98.0		$	46.7		$	109.6		$	62.2
Operating income as a percentage of sales	9.9		%	4.8		%	11.0		%	6.5		%


	Six Months Ended June 30,						Nine Months Ended September 30,
(Amounts in millions, except percentages)	2019			2018			2019			2018
Operating income	$	189.2		$	92.1		$	298.8		$	154.3
Operating income as a percentage of sales	10.1		%	4.9		%	10.4		%	5.4		%

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Operating income for the three months ended ~~June~~September 30, 2019 increased by ~~$51.3~~$47.4 million, or ~~109.9%~~76.2%, as compared with the same period in 2018. The increase included negative currency effects of approximately $3$2 million. The increase was primarily a result of the ~~$17.1~~$25.2 million increase in gross profit, the $15.7 million decrease in SG&A and the ~~$31.9~~loss of $7.7 million ~~increase~~from the divestiture of two FPD locations and related product lines in ~~gross profit.~~the third quarter of 2018 that did not recur.

Operating income for the ~~six~~nine months ended ~~June~~September 30, 2019 increased by ~~$97.1~~$144.5 million, or ~~105.4%~~93.6%, as compared with the same period in 2018. The increase included negative currency effects of approximately $9$11 million. The increase was primarily a result of the ~~$41.2~~$79.8 million increase in gross profit, the $56.8 million decrease in SG&A and the ~~$54.6~~loss of $7.7 million ~~increase~~from the divestiture of two FPD locations and related product lines in ~~gross profit.~~the third quarter of 2018 that did not recur.

Interest Expense and Interest Income


	Three Months Ended June 30,						Three Months Ended September 30,
(Amounts in millions)	2019			2018			2019			2018
Interest expense	$	(14.0	)	$	(14.9	)	$	(14.0	)	$	(13.8	)
Interest income	2.2			1.3			2.3			1.3


	Six Months Ended June 30,						Nine Months Ended September 30,
(Amounts in millions)	2019			2018			2019			2018
Interest expense	$	(28.0	)	$	(29.8	)	$	(42.0	)	$	(43.6	)
Interest income	4.2			3.0			6.5			4.2

Interest expense for the three months ended September 30, 2019 remained relatively constant as compared with the same period in 2018. Interest income for the three months ended September 30, 2019 increased $1.0 million as compared with the same period in 2018. The increase in interest income was primarily attributable to higher average cash balances compared with same period in 2018.

Interest expense and interest income for the ~~three~~nine months ended ~~June~~September 30, 2019 decreased ~~$0.9~~$1.6 million and increased ~~$0.9~~$2.3 million, respectively, as compared with the same period in 2018. The decrease in interest expense was primarily attributable to lower borrowings in 2019 and currency impacts on interest expense associated with our outstanding Euro-denominated senior notes, as compared to the same period in 2018. The increase in interest income was primarily attributable to higher average cash balances compared with same period in 2018.

Interest expense and interest income for the six months ended June 30, 2019 decreased $1.8 million and increased $1.2 million, respectively, as compared with the same period in 2018. The decrease in interest expense was primarily attributable to lower borrowings in 2019 and currency impacts on interest expense associated with our outstanding Euro-denominated senior notes, as compared to the same period in 2018. The increase in interest income was primarily attributable to higher average cash balances compared with same period in 2018.

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Other Income (Expense), Net


	Three Months Ended June 30,						Three Months Ended September 30,
(Amounts in millions)	2019			2018			2019			2018
Other income (expense), net	$	(3.3	)	$	(4.8	)	$	(1.6	)	$	(5.3	)


	Six Months Ended June 30,						Nine Months Ended September 30,
(Amounts in millions)	2019			2018			2019			2018
Other income (expense), net	$	(6.5	)	$	(11.9	)	$	(8.1	)	$	(17.2	)

Other income (expense), net for the three months ended ~~June~~September 30, 2019 decreased ~~$1.5~~$3.7 million, as compared with the same period in 2018, due primarily to a ~~$2.3~~$4.0 million decrease in losses from transactions in currencies other than our sites' functional currencies, partially offset by a ~~$1.3~~$0.7 million increase in losses arising from transactions on foreign exchange contracts. The net change was primarily due to the foreign currency exchange rate movements in the Mexican peso, Euro, Brazilian real and Indian rupee ~~and Japanese yen~~ in relation to the U.S. dollar during the three months ended ~~June~~September 30, 2019, as compared with the same period in 2018.

Other income (expense), net for the ~~six~~nine months ended ~~June~~September 30, 2019 decreased ~~$5.4~~$9.1 million, as compared with the same period in 2018, due primarily to a ~~$7.7~~$11.7 million decrease in losses from transactions in currencies other than our sites' functional currencies, partially offset by a ~~$1.5~~$2.1 million increase in losses arising from transactions on foreign exchange contracts. The net change was

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primarily due to the foreign currency exchange rate movements in the Indian rupee, ~~Brazilian real,~~Euro, Mexican peso and ~~Singapore dollar~~Brazilian real in relation to the U.S. dollar during the ~~six~~nine months ended ~~June~~September 30, 2019, as compared with the same period in 2018.

Tax Expense and Tax Rate


	Three Months Ended June 30,						Three Months Ended September 30,
(Amounts in millions, except percentages)	2019			2018			2019			2018
Provision for income taxes	$	22.4		$	13.5		$	25.6		$	14.9
Effective tax rate	27.0		%	47.8		%	26.7		%	33.6		%


	Six Months Ended June 30,						Nine Months Ended September 30,
(Amounts in millions, except percentages)	2019			2018			2019			2018
Provision for income taxes	$	39.0		$	22.1		$	64.6		$	37.0
Effective tax rate	24.5		%	41.4		%	25.3		%	37.9		%

The effective tax rate of ~~27.0%~~26.7% for the three months ended ~~June~~September 30, 2019 decreased from ~~47.8%~~33.6% for the same period in 2018. The effective tax rate varied from the U.S. federal statutory rate for the three months ended ~~June~~September 30, 2019 primarily due to the BEAT provision in the Tax Reform Act and state ~~tax, partially offset by the net impact of taxes on foreign operations.~~tax. The effective tax rate varied from the U.S. federal statutory rate for the three months ended ~~June~~September 30, 2018 primarily due to the net impact of taxes on foreign operations, including losses in certain foreign jurisdictions for which no tax benefit was provided. Refer to Note 14 to our condensed consolidated financial statements included in this Quarterly Report for further discussion.

The effective tax rate of ~~24.5%~~25.3% for the ~~six~~nine months ended ~~June~~September 30, 2019 decreased from ~~41.4%~~37.9% for the same period in 2018. The effective tax rate varied from the U.S. federal statutory rate for the ~~three~~nine months ended ~~June~~September 30, 2019 primarily due to the BEAT provision in the Tax Reform Act and state tax, partially offset by the net impact of ~~taxes on~~ foreign operations. The effective tax rate varied from the U.S. federal statutory rate for the ~~six~~nine months ended ~~June~~September 30, 2018 primarily due to the net impact of taxes on foreign operations, including losses in certain foreign jurisdictions for which no tax benefit was provided. Refer to Note 14 to our condensed consolidated financial statements included in this Quarterly Report for further discussion.

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Other Comprehensive Income (Loss)


	Three Months Ended June 30,						Three Months Ended September 30,
(Amounts in millions)	2019			2018			2019			2018
Other comprehensive income (loss)	$	(0.6	)	$	(55.1	)	$	(26.9	)	$	(17.0	)


	Six Months Ended June 30,					Nine Months Ended September 30,
(Amounts in millions)	2019		2018			2019			2018
Other comprehensive income (loss)	$	7.6	$	(35.9	)	$	(19.3	)	$	(52.9	)

Other comprehensive ~~income~~loss for the three months ended ~~June~~September 30, 2019 increased ~~$54.5~~$9.9 million from a loss of ~~$55.1~~$17.0 million in the same period in 2018. The increased ~~income~~loss was primarily due to foreign currency translation adjustments resulting primarily from exchange rate movements of the Euro, British pound, Chinese yuan and Mexican peso versus the U.S. dollar during the three months ended ~~June~~September 30, 2019, as compared with the same period in 2018.

Other comprehensive ~~income~~loss for the ~~six~~nine months ended ~~June~~September 30, 2019 ~~increased $43.5~~decreased $33.6 million from a loss of ~~$35.9~~$52.9 million in the same period in 2018. The ~~increased income~~decreased loss was primarily due to foreign currency translation adjustments resulting primarily from exchange rate movements of the Euro, ~~Indian rupee, Canadian dollar~~British pound and Mexican peso versus the U.S. dollar during the ~~six~~nine months ended ~~June~~September 30, 2019, as compared with the same period in 2018.

Business Segments

We conduct our operations through 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 two business segments, FPD and FCD, are discussed below.

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Flowserve Pump Division Segment Results

Our largest business segment is FPD, through which we design, manufacture, distribute and service highly custom engineered pumps, pre-configured industrial pumps, pump systems, mechanical seals, auxiliary systems and replacement parts (collectively referred to as "original equipment") and related services. FPD primarily operates in the oil and gas, power generation, chemical and general industries. FPD operates in 4050 countries with 41 manufacturing facilities worldwide, 14 of which are located in Europe, 13 in North America, eight in Asia and six in Latin America, and it operates 145 QRCs, including those co-located in manufacturing facilities and/or shared with FCD.


	Three Months Ended June 30,						Three Months Ended September 30,
(Amounts in millions, except percentages)	2019			2018			2019			2018
Bookings	$	761.9		$	720.8		$	742.1		$	698.4
Sales	674.6			668.4			682.7			648.0
Gross profit	222.7			186.4			230.4			199.9
Gross profit margin	33.0		%	27.9		%	33.7		%	30.8		%
SG&A	150.2			157.0			147.1			139.0
Loss on sale of businesses							—			(7.7		)
Segment operating income	76.2			31.6			85.5			56.5
Segment operating income as a percentage of sales	11.3		%	4.7		%	12.5		%	8.7		%

Six Months Ended June 30,
(Amounts in millions, except percentages) 2019 2018
Bookings $ 1,512.0
$ 1,324.9
Sales 1,284.0
1,312.9
Gross profit 423.3
369.8
Gross profit margin 33.0 % 28.2 %
SG&A 272.6
308.7
Segment operating income 156.6
66.3
Segment operating income as a percentage of sales 12.2 % 5.0 %
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	Nine Months Ended September 30,
(Amounts in millions, except percentages)	2019			2018
Bookings	$	2,253.5		$	2,023.2
Sales	1,966.8			1,960.8
Gross profit	653.8			569.6
Gross profit margin	33.2		%	29.0		%
SG&A	419.7			447.8
Loss on sale of businesses	—			(7.7		)
Segment operating income	242.1			122.8
Segment operating income as a percentage of sales	12.3		%	6.3		%

Bookings for the three months ended ~~June~~September 30, 2019 increased by ~~$41.1~~$43.7 million, or ~~5.7%~~6.3%, as compared with the same period in 2018. The increase included negative currency effects of approximately ~~$25~~$17 million. The increase in customer bookings was driven by the ~~oil and gas,~~chemical, power generation and ~~water management~~general industries, partially offset by decreased bookings in the ~~chemical~~oil and ~~general industries.~~gas industry. The three months ended ~~June~~September 30, 2018 included bookings of approximately ~~$11~~$7 million related to the two FPD locations and associated product lines that were divested in the third quarter of 2018. Increased customer bookings of ~~$47.4~~$22.8 million into the Middle East, ~~$29.1~~$20.3 million into North America, ~~$15.3~~$18.0 million into Africa, $7.0 million into Asia Pacific and ~~$2.3~~$1.9 million into ~~Africa,~~Latin America were partially offset by decreased customer bookings of ~~$54.2~~$25.1 million into Europe. The increase was ~~more heavily-weighted towards~~driven by customer original equipment bookings. ~~Interdivision bookings (which are eliminated and are not included in consolidated bookings as disclosed above) increased by $0.8 million compared to the same period in 2018.~~

Bookings for the ~~six~~nine months ended ~~June~~September 30, 2019 increased by ~~$187.1~~$230.3 million, or ~~14.1%~~11.4%, as compared with the same period in 2018. The increase included negative currency effects of approximately ~~$54~~$71 million. The increase in customer bookings was driven by the oil and gas, chemical and ~~water management~~power generation industries, partially offset by decreased bookings in the general ~~industries and power generation industry.~~industries. The ~~six~~nine months ended ~~June~~September 30, 2018 included bookings of approximately ~~$25~~$31 million related to the two FPD locations and associated product lines that were divested in the third quarter of 2018. Increased customer bookings of ~~$101.2~~$121.4 million into North America, ~~$72.5~~$104.5 million into the Middle East, ~~$61.6~~$68.6 million into Asia Pacific and ~~$12.6~~$14.5 million in Latin America were partially offset by decreased customer bookings of ~~$59.5~~$93.8 million into Europe. The increase was more heavily-weighted towards customer original equipment bookings. ~~Interdivision bookings (which are eliminated and are not included in consolidated bookings as disclosed above) increased by $1.6 million compared to the same period in 2018.~~

Sales for the three months ended ~~June~~September 30, 2019 increased ~~$6.2~~$34.7 million, or ~~0.9%~~5.4%, as compared with the same period in 2018. The increase in sales included negative currency effects of approximately ~~$20~~$15 million. The three months ended ~~June~~September 30, 2018 included sales of approximately ~~$14~~$5 million related to the two FPD locations and associated product lines that were divested in the third quarter of 2018. The increase in sales was ~~primarily~~ driven by aftermarket services sales. Customer sales increased ~~$9.0 million into Europe, $6.8 million into Africa, $4.1~~$27.3 million into North America, ~~and $1.9~~$18.8 million into ~~Latin America, which were partially offset~~

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~~by decreased sales of $15.1~~the Middle East, $9.4 million into Asia Pacific and ~~$3.6~~$5.0 million into ~~the Middle East. Interdivision~~Europe, which were partially offset by decreased sales ~~(which are eliminated~~of $25.1 million into Latin America and ~~are not included in consolidated sales as disclosed above) decreased by $0.3~~$1.6 million ~~compared to the same period in 2018.~~into Africa.

Sales for the ~~six~~nine months ended ~~June~~September 30, 2019 ~~decreased $28.9~~increased $6.0 million, or ~~2.2%~~0.3%, as compared with the same period in 2018. The ~~decrease~~increase in sales included negative currency effects of approximately ~~$43~~$59 million. The ~~six~~nine months ended ~~June~~September 30, 2018 included sales of approximately ~~$25~~$44 million related to the two FPD locations and associated product lines that were divested in the third quarter of 2018. The ~~decrease~~increase in sales was ~~primarily~~ driven by ~~original equipment~~aftermarket services sales. Customer sales ~~decreased $29.4 million into Asia Pacific, $23.1 million into the Middle East and $7.3~~increased $20.0 million into North America, $19.7 million into Europe and $12.9 million into Africa, which were partially offset by ~~increased~~decreased sales of ~~$14.7~~$27.2 million into ~~Europe and $14.5~~Latin America, $20.0 million into ~~Africa. Interdivision sales (which are eliminated~~Asia Pacific and ~~are not included in consolidated sales as disclosed above) were flat compared to~~$4.3 million into the ~~same period in 2018.~~Middle East.

Gross profit for the three months ended ~~June~~September 30, 2019 increased by ~~$36.3~~$30.5 million, or ~~19.5%~~15.3%, as compared with the same period in 2018. Gross profit margin for the three months ended ~~June~~September 30, 2019 of ~~33.0%~~33.7% increased from ~~27.9%~~30.8% for the same period in 2018. The increase in gross profit margin was primarily attributable to revenue recognized on higher margin projects, lower realignment charges associated with our Realignment Programs, sales mix shift to higher margin aftermarket sales and improvements in operational efficiency and a $7.7 million charge related to the write-down of inventory in the second quarter of 2018 that did not recur, which was associated with the divestiture of two FPD locations in the third quarter of 2018.efficiency.

Gross profit for the ~~six~~nine months ended ~~June~~September 30, 2019 increased by ~~$53.5~~$84.2 million, or ~~14.5%~~14.8%, as compared with the same period in 2018. Gross profit margin for the ~~six~~nine months ended ~~June~~September 30, 2019 of ~~33.0%~~33.2% increased from ~~28.2%~~29.0% for the same period in 2018. The increase in gross profit margin was primarily attributable to revenue recognized on higher margin projects, lower realignment charges associated with our Realignment Programs, sales mix shift to higher margin aftermarket sales, improvements in operational efficiency and a $7.7 million charge related to the write-down of inventory in the second quarter of 2018 that did not ~~recur, which was associated with the divestiture~~recur.

Table of ~~two FPD locations in the third quarter of 2018, partially offset by the unfavorable impact of decreased sales on our absorption of fixed manufacturing costs.~~Contents

SG&A for the three months ended ~~June~~September 30, 2019 ~~decreased~~increased by ~~$6.8~~$8.1 million, or ~~4.3%~~5.8%, as compared with the same period in 2018. Currency effects provided a decrease of approximately $4$3 million. The ~~decrease~~increase in SG&A is primarily ~~related~~due to ~~favorable impacts resulting from~~increased selling-related expenses as compared to the ~~2018 divestiture of two FPD locations and a $9.7 million impairment charge related to long-lived assets~~same period in ~~the second quarter of 2018 that did not recur.~~2018.

SG&A for the ~~six~~nine months ended ~~June~~September 30, 2019 decreased by ~~$36.1~~$28.1 million, or ~~11.7%~~6.3%, as compared with the same period in 2018. Currency effects provided a decrease of approximately $8$11 million. The decrease in SG&A is primarily due to favorable impacts on SG&A due to gains from the sales of non-strategic manufacturing facilities in the first quarter of 2019, the 2018 divestiture of two FPD locations and a $9.7 million impairment charge related to the long-lived assets in the second quarter of 2018 that did not recur.

Operating income for the three months ended ~~June~~September 30, 2019 increased by ~~$44.6~~$29 million, or ~~141.1%~~51.3%, as compared with the same period in 2018. The increase included negative currency effects of approximately $3$2 million. The increase was primarily due to the ~~$36.3~~$30.5 million increase in gross profit, partially offset by the $8.1 million increase in SG&A and the ~~$6.8~~$7.7 million ~~decrease~~loss from the divestiture of two FPD locations and related product lines in ~~SG&A.~~the third quarter of 2018 that did not recur.

Operating income for the ~~six~~nine months ended ~~June~~September 30, 2019 increased by ~~$90.3~~$119.3 million, or ~~136.2%~~97.1%, as compared with the same period in 2018. The increase included negative currency effects of approximately $7$9 million. The increase was primarily due to the ~~$53.5~~$84.2 million increase in gross profit, ~~and~~ the ~~$36.1~~$28.1 million decrease in SG~~&A.~~&A and the $7.7 million loss from the divestiture of two FPD locations and related product lines in the third quarter of 2018 that did not recur.

Backlog of ~~$1,494.9~~$1,514.6 million at ~~June~~September 30, 2019 increased by ~~$295.6~~$228.4 million, or ~~24.6%~~17.8%, as compared with December 31, 2018. Currency effects provided ~~an increase~~a decrease of approximately $6$33 million. Backlog at June 30, 2019 and December 31, 2018 included $2.7 million and $3.0 million, respectively, of interdivision backlog (which is eliminated and not included in consolidated backlog as disclosed above).

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Flow Control Division Segment Results

FCD 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 4749 manufacturing facilities and QRCs in 2122 countries around the world, with five of its 21 manufacturing operations located in the U.S., 10 located in Europe, five located in Asia Pacific and one located in Latin America. Based on independent industry sources, we believe that FCD is the third largest industrial valve supplier on a global basis.


	Three Months Ended June 30,						Three Months Ended September 30,
(Amounts in millions, except percentages)	2019			2018			2019			2018
Bookings	$	346.4		$	318.6		$	282.7		$	314.2
Sales	316.9			306.5			314.8			306.2
Gross profit	99.4			101.0			102.6			109.4
Gross profit margin	31.4		%	33.0		%	32.6		%	35.7		%
SG&A	53.3			53.9			52.6			52.9
Segment operating income	46.2			46.4			50.0			56.4
Segment operating income as a percentage of sales	14.6		%	15.1		%	15.9		%	18.4		%


	Six Months Ended June 30,						Nine Months Ended September 30,
(Amounts in millions, except percentages)	2019			2018			2019			2018
Bookings	$	659.6		$	645.3		$	942.8		$	957.9
Sales	599.1			583.7			913.9			889.9
Gross profit	197.2			189.2			299.8			298.6
Gross profit margin	32.9		%	32.4		%	32.8		%	33.6		%
SG&A	106.6			108.2			159.2			161.1
Segment operating income	90.6			80.3			140.6			136.7
Segment operating income as a percentage of sales	15.1		%	13.8		%	15.4		%	15.4		%

Bookings for the three months ended ~~June~~September 30, 2019 ~~increased~~decreased by ~~$27.8~~$31.5 million, or ~~8.7%~~10.0%, as compared with the same period in 2018. Bookings included negative currency effects of approximately ~~$10~~$5 million. ~~Increased~~Decreased customer bookings in the ~~chemical,~~ oil and gas ~~water management~~ and ~~general~~chemical industries were partially offset by ~~decreased~~increased bookings in the power generation industry. ~~Increased~~ Decreased

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customer bookings of ~~$25.6~~$17.3 million into Europe, ~~$11.6~~$12.8 million into ~~the Middle East~~North America, $2.1 million into Latin America and ~~$6.0~~$1.5 million into Asia Pacific were partially offset by ~~decreased~~increased bookings of ~~$20.1~~$2.3 million into ~~North America, $3.0 million into Latin America~~the Middle East and ~~$1.5~~$2.2 million into Africa. The ~~increase~~decrease was primarily driven by customer original equipment bookings.

Bookings for the ~~six~~nine months ended ~~June~~September 30, 2019 ~~increased~~decreased by ~~$14.3~~$15.1 million, or ~~2.2%~~1.6%, as compared with the same period in 2018. Bookings included negative currency effects of approximately ~~$21~~$26 million. ~~Increased~~Decreased customer bookings in the ~~chemical and oil and gas~~general industries were partially offset by ~~decreased~~increased bookings in the ~~general~~power generation, chemical, water management and oil and gas industries. ~~Increased~~Decreased customer bookings of ~~$17.6~~$26 million into ~~Europe, $12.6~~North America, $4.4 million into Latin America and $4.1 million into Africa were partially offset by increased bookings of $14.9 million into the Middle ~~East and $1.7 million into Asia Pacific, were partially offset by decreased bookings of $7.4 million into North America, $6.3 million into Africa and $2.3 million into Latin America.~~East. The ~~increase~~decrease was primarily driven by customer ~~original equipment~~aftermarket bookings.

Sales for the three months ended ~~June~~September 30, 2019 increased ~~$10.4~~$8.6 million, or ~~3.4%~~2.8%, as compared with the same period in 2018. The increase included negative currency effects of approximately $9$6 million. Increased sales were ~~primarily~~ driven by original equipment sales. The increase was primarily driven by increased customer sales of ~~$8.0 million into Europe, $6.9~~$21.1 million into Asia Pacific, ~~$4.8~~$3.2 million into Latin America and ~~$1.4~~$1.6 million into ~~North America,~~Europe, partially offset by decreased sales of ~~$6.9~~$9.0 million into Africa, $6.8 million into North America and $1.2 million into the Middle ~~East and $3.2 million into Africa.~~East.

Sales for the ~~six~~nine months ended ~~June~~September 30, 2019 increased ~~$15.4~~$24.0 million, or ~~2.6%~~2.7%, as compared with the same period in 2018. The increase included negative currency effects of approximately ~~$18~~$25 million. Increased sales were ~~primarily~~ driven by original equipment sales. The increase was primarily driven by increased customer sales of ~~$11.6 million into Europe, $11.3 million into North America, $7.6~~$28.7 million into Asia Pacific, ~~and $4.9~~$13.1 million into Europe, $8.1 million into Latin America and $4.6 million into North America, partially offset by decreased sales of ~~$14.7~~$15.9 million into the Middle East and ~~$5.8~~$14.8 million into Africa.

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Gross profit for the three months ended ~~June~~September 30, 2019 decreased by ~~$1.6~~$6.8 million, or ~~1.6%~~6.2%, as compared with the same period in 2018. Gross profit margin for the three months ended ~~June~~September 30, 2019 of ~~31.4%~~32.6% decreased from ~~33.0%~~35.7% for the same period in 2018. The decrease in gross profit margin was primarily attributed to a mix shift to more original equipment sales and revenue recognized on lower margin original equipment ~~orders.~~orders as compared to the same period in 2018.

Gross profit for the ~~six~~nine months ended ~~June~~September 30, 2019 increased by ~~$8.0~~$1.2 million, or ~~4.2%~~0.4%, as compared with the same period in 2018. Gross profit margin for the ~~six~~nine months ended ~~June~~September 30, 2019 of ~~32.9% increased~~32.8% decreased from ~~32.4%~~33.6% for the same period in 2018. The ~~increase~~decrease in gross profit margin was primarily ~~attributable~~attributed to ~~decreased charges~~a mix shift to more original equipment sales and ~~increased savings related to our Realignment Programs~~revenue recognized on lower margin original equipment orders as compared to the same period in 2018.

SG&A for the three months ended ~~June~~September 30, 2019 ~~decreased by $0.6 million, or 1.1%,~~remained relatively flat as compared with the same period in 2018. Currency effects provided a decrease of approximately $1 million.

SG&A for the ~~six~~nine months ended ~~June~~September 30, 2019 decreased by ~~$1.6~~$1.9 million, or ~~1.5%~~1.2%, as compared with the same period in 2018. Currency effects provided a decrease of approximately $3$4 million.

Operating income for the three months ended ~~June~~September 30, 2019 decreased by ~~$0.2~~$6.4 million, or ~~0.4%~~11.3%, as compared with the same period in 2018. The decrease included negative currency effects of approximately $1 million.The decrease was primarily due to the $6.8 million decrease in gross profit.

Operating income for the ~~six~~nine months ended ~~June~~September 30, 2019 increased by ~~$10.3~~$3.9 million, or ~~12.8%~~2.9%, as compared with the same period in 2018. The increase included negative currency effects of approximately $2$3 million. The increase was primarily due to the ~~$8.0~~$1.2 million increase in gross ~~profit.~~profit and the decrease in SG&A of $1.9 million.

Backlog of ~~$665.6~~$627.0 million at ~~June~~September 30, 2019 increased by ~~$57.2~~$18.6 million, or ~~9.4%~~3.1%, as compared with December 31, 2018. Currency effects provided a decrease of approximately $3$14 million.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow and Liquidity Analysis


	Six Months Ended June 30,						Nine Months Ended September 30,
(Amounts in millions)	2019			2018			2019			2018
Net cash flows provided (used) by operating activities	$	49.4		$	(56.7	)	$	144.0		$	26.3
Net cash flows provided (used) by investing activities	15.0			(30.8		)	(3.9		)	(49.6		)
Net cash flows provided (used) by financing activities	(86.8		)	(87.2		)	(195.5		)	(133.2		)

Existing cash, cash generated by operations and borrowings available under our ~~existing Revolving~~New 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,

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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 ~~June~~September 30, 2019 was ~~$596.5~~$547.3 million, as compared with $619.7 million at December 31, 2018.

Our cash balance decreased by ~~$23.2~~$72.4 million to ~~$596.5~~$547.3 million at ~~June~~September 30, 2019, as compared with December 31, 2018. The cash activity during the first ~~six~~nine months of 2019 included $38.9 million of proceeds from the sale of non-strategic manufacturing facilities that are included in our Realignment Programs, ~~$49.8~~$74.7 million in dividend payments and ~~$30.0~~$105.0 million of payments on long-term debt.

For the ~~six~~nine months ended ~~June~~September 30, 2019, our cash provided by operating activities was ~~$49.4~~$144.0 million, as compared to ~~cash used by operating activities of $56.7~~$26.3 million for the same period in 2018. Cash flow provided by working capital increased for the ~~six~~nine months ended ~~June~~September 30, 2019, due primarily to improved cash flow related to accounts payable, contract assets ~~accounts receivable,~~and contract liabilities, ~~and inventories,~~ partially offset by inventories and accrued liabilities and income taxes ~~payable and accounts~~ payable.

Increases in accounts receivable used $13.4 million of cash flow for the ~~six~~nine months ended ~~June~~September 30, 2019, as compared to ~~$32.2~~$9.5 million for the same period in 2018. As of ~~June~~September 30, 2019, our days’ sales outstanding ("DSO") was 7371 days as compared with 7574 days as of ~~June~~September 30, 2018.

~~Decreases~~Increases in contract assets ~~provided $12.4~~used $36.3 million of cash flow for the ~~six~~nine months ended ~~June~~September 30, 2019, as compared to ~~cash used of $48.9~~$54.8 million for the ~~six months ended June 30,~~same period in 2018.

Increases in inventory used ~~$47.6~~$68.7 million and ~~$57.4~~$46.7 million of cash flow for the ~~six~~nine months ended ~~June~~September 30, 2019 and ~~June~~September 30, 2018, respectively. Inventory turns were 3.9 times at ~~June~~both September 30, 2019 ~~compared with 4.1 times for the same period in~~and 2018.

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Decreases in accounts payable used ~~$20.7~~$17.9 million of cash flow for the ~~six~~nine months ended ~~June~~September 30, 2019, as compared with ~~$10.6~~$30.0 million for the same period in 2018. Decreases in accrued liabilities and income taxes payable used ~~$56.9~~$6.4 million of cash flow for the ~~six~~nine months ended ~~June~~September 30, 2019, as compared with ~~$44.8~~$13.7 million for the same period in 2018.

Increases in contract liabilities provided $21.3 million and $3.4 million of cash flow for the nine months ended September 30, 2019 and September 30, 2018, respectively.

Cash flows ~~provided~~used by investing activities during the ~~six~~nine months ended ~~June~~September 30, 2019 were ~~$15.0~~$3.9 million, as compared with ~~cash used of $30.8~~to $49.6 million for the same period in 2018. Capital expenditures during the ~~six~~nine months ended ~~June~~September 30, 2019 were ~~$25.3~~$44.6 million, a decrease of ~~$6.5~~$5.4 million as compared with the same period in 2018. 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 2019, total capital expenditures are expected to be between ~~$90~~$75 million and ~~$100~~$85 million. In addition, proceeds from disposal of assets during the ~~six~~nine months ended ~~June~~September 30, 2019 provided ~~$40.3~~$40.8 million, primarily from the sale of non-strategic manufacturing facilities that are included in our Realignment Programs.

Cash flows used by financing activities during the ~~six~~nine months ended ~~June~~September 30, 2019 were ~~$86.8~~$195.5 million, as compared with ~~$87.2~~$133.2 million for the same period in 2018. Cash outflows during the ~~six~~nine months ended ~~June~~September 30, 2019 resulted primarily from ~~$49.8~~the repurchase of $5.4 million of common shares, $74.7 million of dividend payments and ~~$30.0~~$105.0 million of payments on long-term debt.

As of ~~June~~September 30, 2019, we had an available capacity of ~~$692.0~~$720.5 million on our $800.0 million ~~Revolving~~New Senior Credit Facility. Our borrowing capacity is subject to financial covenant limitations based on the terms of our New Senior Credit Facility and is also reduced by outstanding letters of credit. On July 16, 2019, we borrowed ~~approximately~~ $75.0 million under the New Senior Credit Facility, which provides for a $800.0 million unsecured revolving credit facility with a maturity date of July 16, 2024, to repay all outstanding indebtedness under our Senior Credit Facility. In connection with this repayment, our outstanding letters of credit under the Senior Credit Facility were transferred to the New Senior Credit Facility, and we terminated the Senior Credit Facility. Our New Senior Credit Facility is committed and held by a diversified group of financial institutions. On September 16, 2019, the $75.0 million borrowed under the New Senior Credit Facility was paid in full. Refer to Note 7 to our condensed consolidated financial statements included in this Quarterly Report for additional information concerning our New Senior Credit Facility.

During both the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, we contributed ~~$6.0~~$20.0 million to our U.S. pension ~~plan, while for the same period in 2018, we made no cash contributions to the~~ plan. At December 31, 2018 our U.S. pension plan was fully funded as defined by applicable law. After consideration of our funded status, we ~~currently~~do not anticipate making ~~approximately $20 million in~~any additional contributions to our U.S. pension plan in 2019, excluding direct benefits paid. We continue to maintain an asset allocation consistent with our strategy to maximize total return, while reducing portfolio risks through asset class diversification.

Considering our current debt structure and cash needs, we currently believe cash flows generated from operating activities combined with availability under our ~~Revolving~~New 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

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associated with sales of our products, operational factors, competition, fluctuations in foreign exchange rates and fluctuations in interest rates, among other factors. See "Cautionary Note Regarding Forward-Looking Statements" below.

As of ~~June~~September 30, 2019, we have ~~$160.7~~$155.3 million of remaining capacity for Board of Directors approved ~~shares~~share repurchases. While we 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.

Financing

Credit Facilities

See Note 11 to our consolidated financial statements included in our 2018 Annual Report and Note 7 to our condensed consolidated financial statements included in this Quarterly Report for a discussion of our ~~Senior Credit Facility,~~ New Senior Credit Facility and related covenants. We were in compliance with all applicable covenants under our New Senior Credit Facility as of ~~June~~September 30, 2019.

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 2018 Annual Report. These critical policies, for which no significant changes have occurred in the ~~six~~nine months ended ~~June~~September 30, 2019, 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.

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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 include, without limitation, the following:

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 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 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;

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;

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;

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 2018 Annual Report and Part II of this 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.

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 June 30, 2019, we had $75.0 million of variable rate debt obligations outstanding under our Senior Credit Facility with a weighted average interest rate of 3.83%. 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 less than $1.0 million for the six months ended June 30, 2019.

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 previously designated €255.7 million of our €500.0 million 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, we view 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 ~~(losses) gains~~losses associated with foreign currency translation of ~~$(2.8)~~$(30.6) million and ~~$(61.0)~~$(19.7) million for the three months ended ~~June~~September 30, 2019 and 2018, respectively, and ~~$4.1~~$(26.5) million and ~~$(41.5)~~$(61.2) million for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, 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. As of ~~June~~September 30, 2019, we had a U.S. dollar equivalent of ~~$332.8~~$377.6 million in aggregate notional amount outstanding in foreign exchange contracts with third parties, as compared with $280.9 million at December 31, 2018. Transactional currency gains and losses arising from transactions outside of our sites’ functional currencies and changes in fair value of non-designated foreign exchange contracts are included in our consolidated results of operations. We recognized foreign currency net losses of ~~$3.1~~$(0.9) million and ~~$4.1~~$(4.3) million for the three months ended ~~June~~September 30, 2019 and 2018, respectively, and ~~$5.8~~$(6.7) million and ~~$12.0~~$(16.4) million for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, respectively, which are included in other income (expense), net in the accompanying condensed consolidated statements of income.

Based on a sensitivity analysis at ~~June~~September 30, 2019, a 10% change in the foreign currency exchange rates for the ~~six~~nine months ended ~~June~~September 30, 2019 would have impacted our net earnings by approximately ~~$10~~$12 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.


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.

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 ~~June~~September 30, 2019. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of ~~June~~September 30, 2019.

Changes in Internal Control Over Financial Reporting

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 ~~June~~September 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION


Item 1.	Legal Proceedings.

We are party to the legal proceedings that are described in Note 11 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.

There are numerous factors that affect our business and results of operations, 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 2018 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.

There have been no material changes in risk factors discussed in our 2018 Annual Report and subsequent SEC filings. The risks described in this Quarterly Report, our 2018 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.

Note 13 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 ~~June~~September 30, 2019, we ~~had no repurchases~~repurchased 113,656 of our common ~~shares.~~stock for $5.4 million (representing an average cost of $47.78 per share). As of ~~June~~September 30, 2019, we have ~~$160.7~~$155.3 million of 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 ~~June~~September 30, 2019:

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
April 1 - 30 8,194
(1) $ 46.52
—
$ 160.7
May 1 - 31 3,923
(2) 49.06
—
160.7
June 1 - 30 1,297
(1) 48.85
—
160.7
Total 13,414
$ 47.49
—



	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	—		$	—	—	$	160.7
August 1 - 31	822	(1)	43.07		—	160.7
September 1 - 30	115,461	(2)	47.75		113,656	155.3
Total	116,283		$	47.72	113,656


(1)	~~Shares tendered by employees to satisfy minimum tax withholding amounts for Restricted Shares.~~


~~(2)~~	Represents ~~2,715~~ shares that were tendered by employees to satisfy minimum tax withholding amounts for Restricted Shares at an average price per share of ~~$49.69,~~$43.07.

(2)

Includes 529 shares that were tendered by employees to satisfy minimum tax withholding amounts for Restricted Shares at an average price per share of $48.26 and ~~1,208~~1,276 shares purchased at a price of ~~$47.62~~$45.05 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.

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Item 3.	Defaults Upon Senior Securities.

Not applicable.


Item 4.	Mine Safety Disclosures.

Not applicable.


Item 5.	Other Information.

None


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 23, 2019 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May 24, 2019).


10.1		Credit Agreement, dated July 16, 2019, among Flowserve Corporation, Bank of America, N.A., as swing line lender, letter of credit issuer and 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-K dated July 19, 2019).

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

_______________________

+ Filed herewith.

++ Furnished herewith.

* Management contracts and compensatory plans and arrangements required to be filed as an exhibit to this Quarterly Report.

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SIGNATURES

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



		FLOWSERVE CORPORATION

Date:	~~July 31,~~October 30, 2019	/s/ R. Scott Rowe
		R. Scott Rowe
		President and Chief Executive Officer (Principal Executive Officer)



Date:	~~July 31,~~October 30, 2019	/s/ Lee S. Eckert
		Lee S. Eckert
		Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

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