UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
   
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010MARCH 31, 2011
OR
   
o 
OR
o
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
(Registrant’s telephone number, including area code)
        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.þ Yeso No
        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).þ Yeso No
        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
       
  Large accelerated filerþAccelerated filero Accelerated fileroNon-accelerated filero (do not check if a smaller reporting company)
  Smaller reporting companyo  
        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).o Yesþ No
        As of OctoberApril 21, 2010,2011, there were 55,831,25755,828,048 shares of the issuer’s common stock outstanding.
 
 

 


 

FLOWSERVE CORPORATION
FORM 10-Q
TABLE OF CONTENTS
       
    Page 
    No. 
       
PART I – FINANCIAL INFORMATION    
 Financial Statements.    
    1 
    1 
    2 
  2
3
  43 
  Notes to Condensed Consolidated Financial Statements  54 
   2315 
 Quantitative and Qualitative Disclosures About Market Risk.  4329 
 Controls and Procedures.  4430 
       
       
PART II – OTHER INFORMATION    
 Legal Proceedings.  4531 
 Risk Factors.  4531 
 Unregistered Sales of Equity Securities and Use of Proceeds.  4531 
 Defaults Upon Senior Securities.  4632 
 (Removed and Reserved.)Reserved)  4632 
 Other Information.  4632 
 Exhibits.  4733 
    4834 
 EX-31.1
 EX-31.2
 EX-32.1
 EX-32.2
 EX-101 INSTANCE DOCUMENT
 EX-101 SCHEMA DOCUMENT
 EX-101 CALCULATION LINKBASE DOCUMENT
 EX-101 LABELS LINKBASE DOCUMENT
 EX-101 PRESENTATION LINKBASE DOCUMENT

i


PART I — FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements.
FLOWSERVE CORPORATION
(Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                
(Amounts in thousands, except per share data) Three Months Ended September 30, Three Months Ended March 31,
 2010 2009 2011 2010
 
Sales   $971,681   $1,051,064    $997,207   $958,906 
Cost of sales  (638,183)  (665,859)  (649,512)  (610,596)
          
Gross profit 333,498 385,205  347,695 348,310 
Selling, general and administrative expense  (207,741)  (227,265)  (222,639)  (211,240)
Net earnings from affiliates 3,439 3,265  5,197 5,104 
          
Operating income 129,196 161,205  130,253 142,174 
Interest expense  (8,266)  (10,119)  (8,605)  (8,995)
Interest income 430 562  489 334 
Other income, net 18,578 6,997 
Other income (expense), net 8,488  (21,533)
          
Earnings before income taxes 139,938 158,645  130,625 111,980 
Provision for income taxes  (35,713)  (42,006)  (33,629)  (31,775)
          
Net earnings, including noncontrolling interests 104,225 116,639  96,996 80,205 
Less: Net (earnings) loss attributable to noncontrolling interests  (306) 305   (14) 15 
          
Net earnings of Flowserve Corporation   $103,919   $116,944 
Net earnings attributable to Flowserve Corporation   $96,982   $80,220 
          
  
Net earnings per share of Flowserve Corporation common shareholders: 
Net earnings per share attributable to Flowserve Corporation common shareholders: 
Basic   $1.86   $2.10    $1.74   $1.44 
Diluted 1.84 2.07  1.72 1.42 
  
Cash dividends declared per share   $0.29   $0.27    $0.32   $0.29 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                
(Amounts in thousands) Three Months Ended September 30, Three Months Ended March 31,
 2010 2009 2011 2010
Net earnings, including noncontrolling interests   $104,225   $116,639    $96,996   $80,205 
          
Other comprehensive income (expense):  
Foreign currency translation adjustments, net of tax 96,435 34,733  48,789  (37,532)
Pension and other postretirement effects, net of tax  (906) 836   (395) 2,919 
Cash flow hedging activity, net of tax 342 731  248 555 
          
Other comprehensive income 95,871 36,300 
Other comprehensive income (expense): 48,642  (34,058)
          
Comprehensive income, including noncontrolling interests 200,096 152,939  145,638 46,147 
Comprehensive (income) loss attributable to noncontrolling interests  (495) 111 
Comprehensive income attributable to noncontrolling interests  (436)  (39)
          
Comprehensive income of Flowserve Corporation   $199,601   $153,050 
Comprehensive income attributable to Flowserve Corporation   $145,202   $46,108 
          
See accompanying notes to condensed consolidated financial statements.

1


FLOWSERVE CORPORATION
(Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
         
(Amounts in thousands, except per share data) Nine Months Ended September 30,
  2010 2009
 
Sales   $2,891,683    $3,166,189 
Cost of sales  (1,866,510)  (2,026,890)
       
Gross profit  1,025,173   1,139,299 
Selling, general and administrative expense  (620,311)  (683,920)
Net earnings from affiliates  12,537   11,718 
       
Operating income  417,399   467,097 
Interest expense  (25,942)  (30,159)
Interest income  1,170   2,094 
Other expense, net  (15,259)  (2,369)
       
Earnings before income taxes  377,368   436,663 
Provision for income taxes  (101,133)  (118,593)
       
Net earnings, including noncontrolling interests  276,235   318,070 
Less: Net earnings attributable to noncontrolling interests  (448)  (601)
       
Net earnings of Flowserve Corporation   $275,787    $317,469 
       
         
Net earnings per share of Flowserve Corporation common shareholders:        
Basic   $4.94    $5.68 
Diluted  4.89   5.63 
         
Cash dividends declared per share   $0.87    $0.81 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEBALANCE SHEETS
         
(Amounts in thousands) Nine Months Ended September 30,
  2010 2009
Net earnings, including noncontrolling interests   $276,235    $318,070 
       
Other comprehensive income (expense):        
Foreign currency translation adjustments, net of tax  (1,922)  69,472 
Pension and other postretirement effects, net of tax  3,255   (2,763)
Cash flow hedging activity, net of tax  2,126   2,567 
       
Other comprehensive income  3,459   69,276 
       
Comprehensive income, including noncontrolling interests  279,694   387,346 
Comprehensive (income) loss attributable to noncontrolling interests  (600)  1,253 
       
Comprehensive income of Flowserve Corporation   $279,094    $388,599 
       
         
  March 31, December 31,
(Amounts in thousands, except per share data) 2011 2010
         
ASSETS
        
Current assets:        
Cash and cash equivalents   $288,858    $557,579 
Accounts receivable, net of allowance for doubtful accounts of $20,536 and $18,632, respectively  909,342   839,566 
Inventories, net  1,021,443   886,731 
Deferred taxes  135,988   131,996 
Prepaid expenses and other  137,589   107,872 
     
Total current assets  2,493,220   2,523,744 
Property, plant and equipment, net of accumulated depreciation of $711,090 and $682,715, respectively  586,348   581,245 
Goodwill  1,027,178   1,012,530 
Deferred taxes  20,610   24,343 
Other intangible assets, net  147,535   147,112 
Other assets, net  174,643   170,936 
     
Total assets   $4,449,534    $4,459,910 
     
         
LIABILITIES AND EQUITY
        
Current liabilities:        
Accounts payable   $461,967    $571,021 
Accrued liabilities  789,043   817,837 
Debt due within one year  54,277   51,481 
Deferred taxes  18,608   16,036 
     
Total current liabilities  1,323,895   1,456,375 
Long-term debt due after one year  470,857   476,230 
Retirement obligations and other liabilities  426,928   414,272 
Shareholders’ equity:        
Common shares, $1.25 par value  73,664   73,664 
Shares authorized – 120,000        
Shares issued – 58,931 and 58,931, respectively        
Capital in excess of par value  598,275   613,861 
Retained earnings  1,927,584   1,848,680 
     
   2,599,523   2,536,205 
Treasury shares, at cost – 3,683 and 3,872 shares, respectively  (289,158)  (292,210)
Deferred compensation obligation  9,328   9,533 
Accumulated other comprehensive loss  (102,286)  (150,506)
     
Total Flowserve Corporation shareholders’ equity  2,217,407   2,103,022 
Noncontrolling interest  10,447   10,011 
     
Total equity  2,227,854   2,113,033 
     
Total liabilities and equity   $4,449,534    $4,459,910 
     
See accompanying notes to condensed consolidated financial statements.

2


FLOWSERVE CORPORATION
(Unaudited)
CONDENSED CONSOLIDATED BALANCE SHEETSSTATEMENTS OF CASH FLOWS
         
  September 30,  December 31, 
(Amounts in thousands, except per share data) 2010  2009 
         
ASSETS
        
Current assets:        
Cash and cash equivalents   $310,613    $654,320 
Accounts receivable, net of allowance for doubtful accounts of $19,341 and $18,769, respectively  839,710   791,722 
Inventories, net  947,818   795,233 
Deferred taxes  120,143   145,864 
Prepaid expenses and other  115,941   112,183 
       
Total current assets  2,334,225   2,499,322 
Property, plant and equipment, net of accumulated depreciation of $670,742 and $635,527, respectively  544,449   560,472 
Goodwill  1,007,799   864,927 
Deferred taxes  29,376   31,324 
Other intangible assets, net  148,644   124,678 
Other assets, net  165,331   168,171 
       
Total assets   $4,229,824    $4,248,894 
       
         
LIABILITIES AND EQUITY
        
Current liabilities:        
Accounts payable   $437,139    $493,306 
Accrued liabilities  780,747   916,945 
Debt due within one year  28,536   27,355 
Deferred taxes  21,827   20,477 
       
Total current liabilities  1,268,249   1,458,083 
Long-term debt due after one year  535,825   539,373 
Retirement obligations and other liabilities  402,662   449,691 
Shareholders’ equity:        
Common shares, $1.25 par value  73,664   73,594 
Shares authorized – 120,000        
Shares issued – 58,931 and 58,875, respectively        
Capital in excess of par value  606,162   611,745 
Retained earnings  1,752,543   1,526,774 
       
   2,432,369   2,212,113 
Treasury shares, at cost – 3,768 and 3,919 shares, respectively  (280,765)  (275,656)
Deferred compensation obligation  9,424   8,684 
Accumulated other comprehensive loss  (145,569)  (149,028)
Noncontrolling interest  7,629   5,634 
       
Total equity  2,023,088   1,801,747 
       
Total liabilities and equity   $4,229,824    $4,248,894 
       
         
(Amounts in thousands) Three Months Ended March 31,
  2011 2010
         
Cash flows – Operating activities:
        
Net earnings, including noncontrolling interests   $96,996    $80,205 
Adjustments to reconcile net earnings to net cash used by operating activities:        
Depreciation  21,807   21,286 
Amortization of intangible and other assets  3,320   2,425 
Amortization of deferred loan costs  723   915 
Net gain on disposition of assets  (493)  (121)
Excess tax benefits from stock-based compensation arrangements  (4,987)  (9,860)
Stock-based compensation  8,610   8,298 
Net earnings from affiliates, net of dividends received  (839)  (5,104)
Change in assets and liabilities:        
Accounts receivable, net  (43,753)  (46,542)
Inventories, net  (106,686)  (23,254)
Prepaid expenses and other  (38,087)  (25,646)
Other assets, net  (2,822)  1,817 
Accounts payable  (125,280)  (84,305)
Accrued liabilities and income taxes payable  (48,490)  (88,466)
Retirement obligations and other liabilities  8,394   11,282 
Net deferred taxes  3,400   8,111 
     
Net cash flows used by operating activities  (228,187)  (148,959)
     
         
Cash flows – Investing activities:
        
Capital expenditures  (23,501)  (14,933)
Proceeds from disposal of assets  2,773   2,890 
Affiliate investing activity, net  -      5,073 
     
Net cash flows used by investing activities  (20,728)  (6,970)
     
         
Cash flows – Financing activities:
        
Excess tax benefits from stock-based compensation arrangements  4,987   9,860 
Payments on long-term debt  (6,250)  (1,420)
Borrowings under other financing arrangements  3,460   775 
Repurchase of common shares  (13,819)  (11,989)
Payments of dividends  (16,132)  (15,017)
Proceeds from stock option activity  223   4,612 
     
Net cash flows used by financing activities  (27,531)  (13,179)
Effect of exchange rate changes on cash  7,725   (16,856)
     
Net change in cash and cash equivalents  (268,721)  (185,964)
Cash and cash equivalents at beginning of year  557,579   654,320 
     
Cash and cash equivalents at end of period   $288,858    $468,356 
     
See accompanying notes to condensed consolidated financial statements.

3


FLOWSERVE CORPORATION
(Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
         
(Amounts in thousands) Nine Months Ended September 30, 
  2010  2009 
Cash flows – Operating activities:
        
Net earnings, including noncontrolling interests   $276,235    $318,070 
Adjustments to reconcile net earnings to net cash used by operating activities:        
Depreciation  64,727   63,527 
Amortization of intangible and other assets  7,192   7,288 
Amortization of deferred loan costs  2,699   1,312 
Net (gain) loss on disposition of assets  (97)  666 
Gain on sale of investment  (2,618)  -     
Excess tax benefits from stock-based compensation arrangements  (9,971)  (1,040)
Stock-based compensation  24,295   31,393 
Net earnings from affiliates, net of dividends received  (5,869)  (3,805)
Change in assets and liabilities:        
Accounts receivable, net  (47,883)  8,141 
Inventories, net  (112,528)  (8,084)
Prepaid expenses and other  (17,034)  (20,881)
Other assets, net  5,812   4,130 
Accounts payable  (61,960)  (209,247)
Accrued liabilities and income taxes payable  (138,420)  (116,886)
Retirement obligations and other liabilities  (31,632)  (75,712)
Net deferred taxes  30,433   5,934 
       
Net cash flows (used) provided by operating activities  (16,619)  4,806 
       
         
Cash flows – Investing activities:
        
Capital expenditures  (46,429)  (87,067)
Proceeds from disposal of assets  6,748   -     
Payments for acquisitions, net of cash acquired  (199,396)  (30,750)
Affiliate investing activity, net  4,326   -     
       
Net cash flows used by investing activities  (234,751)  (117,817)
       
         
Cash flows – Financing activities:
        
Excess tax benefits from stock-based compensation arrangements  9,971   1,040 
Payments on long-term debt  (4,261)  (4,261)
Borrowings under other financing arrangements  438   88 
Repurchase of common shares  (34,074)  (27,527)
Payments of dividends  (47,419)  (44,151)
Proceeds from stock option activity  5,576   2,496 
Dividends paid to noncontrolling interests  (259)  (265)
Purchase of shares from noncontrolling interests, net  1,654   -     
       
Net cash flows used by financing activities  (68,374)  (72,580)
Effect of exchange rate changes on cash  (23,963)  4,760 
       
Net change in cash and cash equivalents  (343,707)  (180,831)
Cash and cash equivalents at beginning of year  654,320   472,056 
       
Cash and cash equivalents at end of period   $310,613    $291,225 
       
See accompanying notes to condensed consolidated financial statements.

4


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 September 30, 2010,March 31, 2011, the related condensed consolidated statements of income and comprehensive income for the three and nine months ended September 30,March 31, 2011 and 2010, and 2009, and the condensed consolidated statements of cash flows for the ninethree months ended September 30,March 31, 2011 and 2010, and 2009, of Flowserve Corporation, are unaudited. In management’s opinion, all adjustments comprising normal recurring adjustments necessary for a fair presentation of such condensed consolidated financial statements have been made.
        The accompanying condensed consolidated financial statements and notes in this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010March 31, 2011 (“Quarterly Report”) are presented as permitted by Regulation S-X and do not contain certain information included in our annual consolidated financial statements and notes thereto. Accordingly, the accompanying condensed consolidated financial information should be read in conjunction with the consolidated financial statements presented in our Annual Report on Form 10-K for the year ended December 31, 20092010 (“20092010 Annual Report”).
        Segment ReorganizationRecent Events in North Africa, Middle East and JapanAs previously disclosedWe experienced limited shipment delays in our 2009 Annual Report, we reorganized our divisional operations by combining Flowserve Pump Division (“FPD”)the first quarter of 2011 resulting from the recent developing political and Flow Solutions Division (“FSD”) intoeconomic conditions in North Africa. We estimate the new Flow Solutions Group (“FSG”), effective January 1, 2010. FSG has been divided into two reportable segmentsunfavorable impact on operating income of these shipment delays was $2.5 million in the first quarter of 2011, with EPD and IPD impacted $1.8 million and $0.7 million, respectively. We are closely monitoring the conditions in the Middle East and North Africa and, while there are many potential outcomes in each individual country, based on type of productcurrent facts and howcircumstances as we manageunderstand them, we anticipate that the business: FSG Engineered Product Division (“EPD”) and FSG Industrial Product Division (“IPD”). EPD includesdelayed shipments should be released throughout the longer lead-time, highly engineered pump product operationsremainder of the former FPDyear. The preponderance of our physical assets in the region are located in the Kingdom of Saudi Arabia and substantially allthe United Arab Emirates and have, to date, not been affected by the unrest elsewhere in the region. Additionally, although our organization and assets were not directly affected by the earthquake and tsunami in Japan, we continue to assess the conditions and potential adverse impacts, in particular as they relate to our customers and suppliers in the impacted geographical regions, as well as potential regulatory impacts to the overall civilian nuclear market. We did not experience any significant adverse impacts due to shipment delays, collection issues or supply chain disruptions during the first quarter of the operations of the former FSD. IPD consists of the more standardized, general purpose pump product operations of the former FPD. Flow Control Division (“FCD”) remains unchanged. We have retrospectively adjusted prior period financial information to reflect our new reporting structure.2011.
        Venezuela– As previously disclosed in our 2009 and 2010 Annual Report,Reports, effective January 11, 2010, the Venezuelan government devalued its currency (Bolivar) and moved to a two-tier exchange structure. The official exchange rate moved from 2.15 to 4.30 Bolivars to the United States (“U.S.”) dollar for non-essential items and to 2.60 Bolivars to the U.S. dollar for essential items. Additionally, effective January 1, 2010, Venezuela was designated as hyperinflationary, and as a result, we began to use the U.S. dollar as our functional currency in Venezuela. In accordance with hyperinflationary accounting, all subsequent currency fluctuations betweenOn December 30, 2010, the Bolivar andVenezuelan government announced its intention to eliminate the U.S. dollar are recorded in our statements of income.favorable essential items rate effective January 1, 2011. Our operations in Venezuela generally consist of a service center that both imports equipment and parts from certain of our other locations for resale to third parties within Venezuela and performs service and repair activities. Our Venezuelan subsidiary’s sales for the ninethree months ended September 30,March 31, 2011 and 2010 and total assets at September 30,March 31, 2011 and 2010 represented approximately 1% or less of our consolidated sales and total assets for the same period.periods.
        Although approvals by Venezuela’s Commission for the Administration of Foreign Exchange have become uncertain,slowed, we have historically been able to remit dividends and other payments at the official rate, and we currently anticipate doing so in the future. Accordingly, we used the official rate of 4.30 Bolivars to the U.S. dollar for re-measurement of our Venezuelan financial statements into U.S. dollars.dollars for all periods presented. As a result of the currency devaluation, we recognized a one-time loss of $12.4 million duringin the first quarter of 2010. The loss was reported in other expense,income (expense), net in our condensed consolidated statement of income and resulted in no tax benefit. In addition, as a result of settling certain U.S. dollar denominated liabilities relating to essential import items at the 2.60 Bolivars to the U.S. dollar exchange rate, we realized $0.2 million and $4.0$3.5 million of foreign currency exchange gains during the first quarter of 2010 in other expense,income (expense), net for the three and nine months ended September 30, 2010, respectively, in our condensed consolidated statement of income that resulted in no tax expense. The elimination of the favorable essential items rate, effective January 1, 2011, had no impact on our consolidated financial position or results of operations for the three months ended March 31, 2011. The settlement of certain U.S. dollar denominated liabilities relating to essential import items no longer results in foreign exchange gains in other income (expense), net in our condensed consolidated statement of income.
        We have evaluated the carrying value of related assets and concluded that there is no current impairment. We are continuing to assess and monitor the ongoing impact of the currency devaluation on our Venezuelan operations and imports into the market, including ourthe Venezuelan subsidiary’s ability to remit cash for dividends and other payments at the official rate, the future ability of our imported products to be classified as essential items and the ability to recover exchange losses, as well as further actions of the

4


Venezuelan government and economic conditions in Venezuela that may adversely impact our future consolidated financial condition or results of operations.
Accounting Policies
        SignificantEffective January 1, 2011, we adopted Accounting Standards Update (“ASU”) No. 2009-13, “Revenue Recognition (Accounting Standards Codification (“ASC”) 605): Multiple-Deliverable Revenue Arrangements — a consensus of the Financial Accounting Standards Board (“FASB”) Emerging Issues Task Force,” which resulted in expanded disclosure requirements regarding our revenue recognition policy (see “Revenue Recognition” below). Our adoption of ASU No. 2009-13, effective January 1, 2011, had no impact on our consolidated financial condition or results of operations. Except for the incremental revenue recognition policy disclosure included below, significant accounting policies, for which no other significant changes have occurred in the ninethree months ended September 30, 2010,March 31, 2011, are detailed in Note 1 to our consolidated financial statements included in our 2010 Annual Report.
Revenue Recognition
        Revenues for product sales are recognized when the risks and rewards of ownership are transferred to the customers, which is typically based on the contractual delivery terms agreed to with the customer and fulfillment of all but inconsequential or perfunctory actions. In addition, our policy requires persuasive evidence of an arrangement, a fixed or determinable sales price and reasonable assurance of collectability. We defer the recognition of revenue when advance payments are received from customers before performance obligations have been completed and/or services have been performed. Freight charges billed to customers are included in sales and the related shipping costs are included in cost of sales in our condensed consolidated statements of income. Our contracts typically include cancellation provisions that require customers to reimburse us for costs incurred up to the date of cancellation, as well as any contractual cancellation penalties.
        We enter into certain contracts with multiple deliverables that may include any combination of designing, developing, manufacturing, modifying, installing and commissioning of flow control equipment and providing services related to the performance of such products. Delivery of these products and services typically occurs within a one to two-year period, although many arrangements, such as “book and ship” type orders, have a shorter timeframe for delivery. We aggregate or separate deliverables into units of accounting based on whether the deliverable(s) have stand-alone value to the customer and when no general right of return exists. Contract value is allocated ratably to the units of accounting in the arrangement based on their relative selling prices determined as if the deliverables were sold separately.
        Revenues for long-term contracts, including separate units of accounting from multiple-deliverable contracts, that exceed certain internal thresholds regarding the size, complexity and duration of the project and provide for the receipt of progress billings from the customer are recorded on the percentage of completion method with progress measured on a cost-to-cost basis. Percentage of completion revenue represented approximately 9% of our 2009 Annual Report.consolidated sales for the three months ended March 31, 2011 and 2010.

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        Revenue on service and repair contracts is recognized after services have been agreed to by the customer and rendered. Revenues generated under fixed fee service and repair contracts are recognized on a ratable basis over the term of the contract. These contracts can range in duration, but generally extend for up to five years. Revenue on fixed fee service contracts represented less than 1% of our consolidated sales for the three months ended March 31, 2011 and 2010.


        In certain instances, we provide guaranteed completion dates under the terms of our contracts. Failure to meet contractual delivery dates can result in late delivery penalties or non-recoverable costs. In instances where the payment of such costs are deemed to be probable, we perform a project profitability analysis accounting for such costs as a reduction of realizable revenues, which could potentially cause estimated total project costs to exceed projected total revenues realized from the project. In such instances, we would record reserves to cover such excesses in the period they are determined. In circumstances where the total projected reduced revenues still exceed total projected costs, the incurrence of unrealized incentive fees or non-recoverable costs generally reduces profitability of the project at the time of subsequent revenue recognition. Our reported results would change if different estimates were used for contract costs or if different estimates were used for contractual contingencies.
Accounting Developments
        Pronouncements Implemented
        In June 2009, the Financial Accounting Standards Board (“FASB”) issued guidance related to variable interest entities (“VIE”) under Accounting Standards Codification (“ASC”) 810. This guidance eliminates the exclusion of qualifying special-purpose entities (“QSPE”) from consideration for consolidation and revises the determination of the primary beneficiary of a VIE to require a qualitative assessment of whether a company has a controlling financial interest through (1) the power to direct the activities that most significantly impact the VIE’s economic performance and (2) the right to receive benefits from or obligation to absorb losses of the VIE that could potentially be significant to the VIE. The determination of the primary beneficiary must be reconsidered on an ongoing basis. Our adoption of this guidance, effective January 1, 2010, did not have a material impact on our consolidated financial condition or results of operations.
       In January 2010, the FASB issued Accounting Standards Update (“ASU”)ASU No. 2010-06, “Fair Value Measurements and Disclosures (ASC 820): Improving Disclosures about Fair Value Measurements,” which requires additional disclosures on transfers in and out of Level I and Level II and on activity for Level III fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures of Level III activity, which are

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effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. Our adoption of the Level I and Level II disclosure guidance, effective January 1, 2010, and Level III disclosure guidance, effective January 1, 2011, did not have a material impact on our consolidated financial condition or results of operations. We do not expect the adoption of the Level III disclosure guidance to have a material impact on our consolidated financial condition or results of operations.
       In May 2010, the FASB issued ASU No. 2010-19, “Foreign Currency (ASC 830): Multiple Foreign Currency Exchange Rates,” which requires additional disclosures in cases where reported balances for financial reporting purposes differ from the actual U.S. dollar denominated balances on investments in Venezuela. Our adoption of this guidance, effective January 1, 2010, did not have a material impact on our consolidated financial condition or results of operations.
Pronouncements Not Yet Implemented
        In September 2009, the FASB issued ASU No. 2009-13, “Revenue Recognition (ASC 605): Multiple-Deliverable Revenue Arrangements — a consensus of the FASB Emerging Issues Task Force,” which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a combined unit.unit and requires expanded revenue recognition policy disclosures. This amendment addresses how to separate deliverables and how to measure and allocate arrangement consideration to one or more units of accounting. ASU No. 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. We do not expect theAs noted above, our adoption of ASU No. 2009-13, effective January 1, 2011, had no impact on our consolidated financial condition or results of operations.
        In December 2010, the FASB issued ASU No. 2010-28, “Intangibles — Goodwill and Other (ASC 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts — a consensus of the FASB Emerging Issues Task Force,” which modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. This amendment requires an entity to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists and to consider whether there are any adverse qualitative factors indicating that an impairment may exist. Our adoption of ASU No. 2010-28, effective January 1, 2011, had no impact on our consolidated financial condition or results of operations.
        In December 2010, the FASB issued ASU No. 2010-29, “Business Combinations (ASC 805): Disclosure of Supplementary Pro Forma Information for Business Combinations — a consensus of the FASB Emerging Issues Task Force,” which specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. This amendment also expands the supplemental pro forma disclosures under ASC 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. Our adoption of ASU No. 2010-29, effective January 1, 2011, had no material impact on our consolidated financial condition or results of operations.
Pronouncements Not Yet Implemented
        There have been no pronouncements that have been issued but not yet implemented that we believe will have a material impact on our consolidated financial condition or results of operations.
2. AcquisitionsAcquisition
Valbart Srl
        EffectiveAs discussed in Note 2 to our consolidated financial statements included in our 2010 Annual Report, effective July 16, 2010, FCDwe acquired 100% offor inclusion in FCD, Valbart Srl (“Valbart”), a privately-owned Italian valve manufacturer, in a share purchase for cash of $199.4 million, which included $33.8 million of existing Valbart net debt (defined as Valbart’s third(third party debt less cash on hand) that was repaid at closing. Valbart manufactures trunnion-mounted ball valves used primarily in upstream and midstream oil and gas applications, which enables usand its acquisition is intended to offerimprove our ability to provide a more complete valve product portfolio to our oil and gas project customers. The acquisition included Valbart’s portion of the joint venture with us that we entered into in December 2009. Under the terms of the purchase agreement, we deposited $5.8 million into escrow to be held and applied against any breach of representations, warranties or indemnities for 30 months. At the expiration of the escrow, any residual amounts shall be released to the sellers in satisfaction of the purchase price.

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       The purchase price has been allocated on a preliminary basis to the assets acquired and liabilities assumed based on initial estimates of fair values at the date of the acquisition. We will continue to evaluate the initial purchase price allocation, which will be adjusted as additional information relative to the fair values of the assets and liabilities becomes available. We currently do not anticipate material adjustments in future periods. The preliminary allocation of the purchase price is summarized below:
(Amounts in millions)
Accounts receivable  $12.2
Inventories50.5
Deferred taxes8.7
Prepaid expenses and other1.0
Intangible assets
Existing customer relationships15.9
Trademarks9.6
Non-compete agreements3.2
Engineering drawings2.3
Backlog2.7
Property, plant and equipment10.1
Current liabilities(41.3)
Noncurrent liabilities(13.6)
Net tangible and intangible assets61.3
Goodwill138.1
Purchase price  $199.4
       The excess of the acquisition date fair value of the total purchase price over the estimated fair value of the net tangible and intangible assets was recorded as goodwill. Goodwill of $138.1 million represents the value expected to be obtained from the ability to be more competitive through the offering of a more complete valve product portfolio and from leveraging our current sales, distribution and service network. The goodwill related to this acquisition is recorded in the FCD segment and is not expected to be deductible for tax purposes. Trademarks are indefinite-lived intangible assets. Existing customer relationships, non-compete agreements and engineering drawings have expected weighted average useful lives of five years, four years and 10 years, respectively. Backlog will be amortized as related sales are recognized, which is expected to be within twelve months of the date of acquisition. In total, amortizable intangible assets have a weighted average useful life of five years.
       Subsequent to July 16, 2010, the revenues and expenses of Valbart have been included in our condensed consolidated statement of income. The Valbart acquisition decreased operating income for the three and nine months ended September 30, 2010 by approximately $4.3 million and $5.1 million, respectively, including $1.4 million and $2.2 million in acquisition-related costs for the three and nine months ended September 30, 2010, respectively. These acquisition-related costs are included in the condensed consolidated statement of income in selling, general and administrative expense (“SG&A”).projects. Valbart generated approximately €81 million ($104 million, at then-current exchange rates) in sales (unaudited) during its fiscal year ended May 31, 2010. No pro forma information has beenwas provided due to immateriality.
Calder AG
       Effective April 21, 2009, EPD acquired Calder AG, a private Swiss company and a supplier of energy recovery technology for use in the global desalination market, for up to $44.1 million, net of cash acquired. Of the total purchase price, $28.4 million was paid at closing and $2.4 million was paid after the working capital valuation was completed in early July 2009. The remaining $13.3 million of the total purchase price was contingent upon Calder AG achieving certain performance metrics during the twelve months following the acquisition, and, to the extent achieved, was expected to be paid in cash within 12 months of the acquisition date. We initially recognized a liability of $4.4 million as an estimate of the acquisition date fair value of the contingent consideration, which was based on the weighted probability of achievement of the performance metrics over a specified period of time as of the date of the acquisition.

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       The purchase price was allocated to the assets acquired and liabilities assumed based on estimates of fair values at the date of acquisition. The allocation of the purchase price is summarized below:
(Amounts in millions)
Purchase price, net of cash acquired  $30.8
Fair value of contingent consideration (recorded as a liability)4.4
Total expected purchase price at date of acquisition  $35.2
Current assets  $4.7
Intangible assets (expected useful life of approximately 10 years)10.5
Property, plant and equipment0.1
Current liabilities(4.2)
Noncurrent liabilities(1.1)
Net tangible and intangible assets10.0
Goodwill25.2
Total expected purchase price at date of acquisition  $35.2
       The excess of the acquisition date fair value of the total purchase price over the estimated fair value of the net tangible and intangible assets was recorded as goodwill. No pro forma information has been provided due to immateriality.
       During the third quarter of 2009, the estimated fair value of the contingent consideration was reduced to $2.2 million based on third quarter 2009 results and an updated weighted probability of achievement of the performance metrics within the specified time frame. During the fourth quarter of 2009, the estimated fair value of the contingent consideration was reduced to $0 based on 2009 results and an updated weighted probability of achievement of the performance metrics during the twelve months following the acquisition. The resulting gains were included in SG&A in our condensed consolidated statements of income. The final measurement date of the performance metrics was March 31, 2010. The performance metrics were not met, resulting in no payment of contingent consideration.
3. Goodwill
       As discussed in Note 1 of this Quarterly Report, effective January 1, 2010, we reorganized our divisional operations resulting in redefined reportable segments and reporting units. In connection with this segment reorganization, we reallocated goodwill to our redefined reporting units and evaluated goodwill for impairment. The identification of the reporting units began at the operating segment level: EPD, IPD and FCD, and considered whether components one level below the operating segment levels should be identified as reporting units for purposes of allocating goodwill and testing goodwill for impairment based on certain conditions. These conditions included, among other factors, (i) the extent to which a component represents a business and (ii) the aggregation of economically similar components within the operating segments, which resulted in nine reporting units. Other factors that were considered in determining whether the aggregation of components was appropriate included the similarity of the nature of the products and services, the nature of the production processes, the methods of distribution and the types of industries served. Based on the results of the impairment test of reallocated goodwill, we determined that no impairment existed at January 1, 2010.
       Goodwill associated with our redefined reportable segments and changes in the carrying amount of goodwill for the nine months ended September 30, 2010 are as follows:
                 
  Flow Solutions Group    
(Amounts in thousands) EPD IPD FCD Total
Balance as of January 1, 2010   $405,441    $122,501    $336,985    $864,927 
Acquisitions (1)  -       -       138,077   138,077 
Currency translation  310   (917)  5,402   4,795 
             
Balance as of September 30, 2010   $405,751    $121,584    $480,464    $1,007,799 
             
       (1)  Goodwill related to the acquisition of Valbart. See Note 2 for additional information.
4. Stock-Based Compensation Plans
        We established the Flowserve Corporation Equity and Incentive Compensation Plan (the “2010 Plan”), effective January 1, 2010. This shareholder-approved plan authorizes the issuance of up to 2,900,000 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,

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non-statutory stock options, stock appreciation rights and bonus stock. Of the 2,900,000 shares of common stock authorized under the 2010 Plan, 2,628,0102,428,423 remain available for issuance as of September 30, 2010.March, 31, 2011. In addition to the 2010 Plan, we also maintain the Flowserve Corporation 2004 Stock Compensation Plan (the “2004 Plan”), which was established on April 21, 2004. The 2004 Plan authorizes the issuance of up to 3,500,000 shares of common stock through grants of Restricted Shares, stock options and other equity-based awards. Of the 3,500,000 shares of common stock authorized under the 2004 Plan, 586,789469,309 remain available for issuance as of September 30, 2010.March 31, 2011. We recorded stock-based compensation as follows:expense of $5.8 million ($8.6 million pre-tax) and $5.6 million ($8.3 million pre-tax) for the three months ended March 31, 2011 and 2010, respectively.

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  Three Months Ended September 30,
  2010 2009
  Stock Restricted     Stock Restricted  
(Amounts in millions) Options Shares Total Options Shares Total
Stock-based compensation expense   $-        $9.2    $9.2    $0.1    $9.8    $9.9 
Related income tax benefit  -       (3.0)  (3.0)  -       (3.8)  (3.8)
                   
Net stock-based compensation expense   $-        $6.2    $6.2    $0.1    $6.0    $6.1 
                   
                         
  Nine Months Ended September 30,
  2010 2009
  Stock Restricted     Stock Restricted  
(Amounts in millions) Options Shares Total Options Shares Total
Stock-based compensation expense   $-        $24.3    $24.3    $0.3    $31.1    $31.4 
Related income tax benefit  -       (7.9)  (7.9)  (0.1)  (10.3)  (10.4)
                   
Net stock-based compensation expense   $-        $16.4    $16.4    $0.2    $20.8    $21.0 
                   
        Stock Options– Information related to stock options issued to officers, other employees and directors under all plans described in Note 65 to our consolidated financial statements included in our 20092010 Annual Report is presented in the following table:
                 
  Nine Months Ended September 30, 2010
      Weighted Average Remaining Contractual Aggregate Intrinsic
  Shares Exercise Price Life (in years) Value (in millions)
Number of shares under option:                
Outstanding - January 1, 2010  206,815    $42.58         
Exercised  (128,609)  43.35         
Expired  (1,500)  17.81         
               
Outstanding - September 30, 2010  76,706    $41.77   4.6    $5.2 
               
Exercisable - September 30, 2010  76,706    $41.77   4.6    $5.2 
               
                 
  Three Months Ended March 31, 2011
      Weighted Average Remaining Contractual Aggregate Intrinsic
  Shares Exercise Price Life (in years) Value (in millions)
Number of shares under option:                
Outstanding - January 1, 2011  68,071    $40.48         
Exercised  (11,875)    34.59         
             
Outstanding - March 31, 2011  56,196    $41.72   4.3    $4.9 
             
Exercisable - March 31, 2011  56,196    $41.72   4.3    $4.9 
             
        No options were granted during the ninethree months ended September 30, 2010March 31, 2011 or 2009.2010. No stock options vested during the three or nine months ended September 30, 2010, compared with a total fair value of stock options of $0.1 million and $2.0 million vested during the three and nine months ended September 30, 2009, respectively.March 31, 2011 or 2010. The fair value of each option award was estimated on the date of grant using the Black-Scholes option pricing model.
        As of September 30, 2010,March 31, 2011, we had no unrecognized compensation cost related to outstanding unvested stock option awards. The total intrinsic value of stock options exercised during the three months ended September 30,March 31, 2011 and 2010 and 2009 was $0.2$1.1 million and $2.8 million, respectively. The total intrinsic value of stock options exercised during the nine months ended September 30, 2010 and 2009 was $8.1 million and $4.0$6.0 million, respectively.
        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. We had unearned compensation of $40.2$49.6 million and $31.5$31.6 million at September 30, 2010March 31, 2011 and December 31, 2009,2010, respectively, which is expected to be recognized over a weighted-average period of approximately 1 year.two years. These amounts will be recognized into net earnings prospectively overin prospective periods as the service period.awards vest. The total fair value of Restricted Shares vested during the three months ended September 30,March 31, 2011 and 2010 and 2009 was $0.2$33.6 million and $0.1$29.8 million, respectively. The total fair value of Restricted Shares vested during the nine months ended September 30, 2010 and 2009 was $31.8 million and $14.9 million, respectively.

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        The following table summarizes information regarding Restricted Shares:
                
 Nine Months Ended September 30, 2010  Three Months Ended March 31, 2011
 Weighted Average  Weighted Average
 Grant-Date Fair  Grant-Date Fair
 Shares Value  Shares Value
Number of unvested shares: 
Outstanding - January 1, 2010 1,545,244   $64.08 
Number of unvested Restricted Shares: 
Outstanding - January 1, 2011 1,259,377   $77.05 
Granted 399,441 98.59  206,017 131.04 
Vested  (547,366) 58.13   (381,442) 88.07 
Cancelled  (128,203) 68.86   (10,523) 81.49 
          
Outstanding - September 30, 2010 1,269,116   $77.03 
Outstanding - March 31, 2011 1,073,429   $83.45 
          
        Unvested Restricted Shares outstanding as of September 30, 2010,March 31, 2011, includes approximately 460,000440,000 units with performance-based vesting provisions. Performance-based units are issuable in common stock and vest upon the achievement of pre-defined performance targets, primarily based on our average annual return on net assets over a three-year period as compared with the same measure for a defined peer group for the same period. Most units were granted in three annual grants since January 1, 20082009 and have a vesting percentage between 0% and 200% depending on the achievement of the specific performance targets. Compensation expense is recognized ratably over a cliff vesting period primarilyof 36 months, based on the fair market value of our common stock on the date of grant, as adjusted for anticipated forfeitures. During the performance period, earned and unearned compensation expense is adjusted based on changes in the expected achievement of the performance targets. Vesting provisions range from 0 to 880,000855,000 shares based on performance targets. As of September 30, 2010,March 31, 2011, we estimate vesting of approximately 880,000756,000 shares based on expected achievement of performance targets.
5.4. Derivative Instruments and Hedges
        Our risk management and derivatives policy specifies the conditions under which we may enter into derivative contracts. See Notes 1 and 76 to our consolidated financial statements included in our 20092010 Annual Report and Note 87 of this Quarterly Report for additional information on our purpose for entering into derivatives not designated as hedging instruments and our overall risk management strategies. We enter into forward exchange 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. At September 30, 2010March 31, 2011 and

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December 31, 2009,2010, we had $456.3$384.6 million and $309.6$358.5 million, respectively, of notional amount in outstanding forward exchange contracts with third parties. At September 30, 2010,March 31, 2011, the length of forward exchange contracts currently in place ranged from 48 days to 3428 months. Also as part of our risk management program, we enter into interest rate swap agreements to hedge exposure to floating interest rates on certain portions of our debt. At September 30, 2010March 31, 2011 and December 31, 2009,2010, we had $380.0$345.0 million and $385.0$350.0 million of notional amount in outstanding interest rate swaps with third parties. All interest rate swaps are highly effective. At September 30, 2010,March 31, 2011, the maximum remaining length of any interest rate swap contract in place was approximately 36 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 forward exchange contracts and interest rate swap agreements and expect all counterparties to meet their obligations. If material, we would adjust the values of our derivative contracts for our or our counterparties’ credit risks. We have not experienced credit losses from our counterparties.
        The fair value of forward exchange contracts not designated as hedging instruments are summarized below:
                
 September 30, December 31, March 31, December 31,
(Amounts in thousands) 2010 2009 2011 2010
Current derivative assets   $8,412   $3,753    $8,607   $4,397 
Noncurrent derivative assets 848 -      1,170 50 
Current derivative liabilities 6,043 4,339  3,367 2,949 
Noncurrent derivative liabilities 244 145  39 473 

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        The fair value of interest rate swaps in cash flow hedging relationships are summarized below:
                
 September 30, December 31, March 31, December 31,
(Amounts in thousands) 2010 2009 2011 2010
Current derivative assets   $-       $53    $7   $-     
Noncurrent derivative assets 257 361  1,293 608 
Current derivative liabilities 1,924 5,490  1,436 1,232 
Noncurrent derivative liabilities 92 7  105 3 
        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 forward exchange contracts not designated as hedging instruments are summarized below:
                        
 Three Months Ended September 30, Nine Months Ended September 30, Three Months Ended March 31,
(Amounts in thousands) 2010 2009 2010 2009 2011 2010
Gain (loss) recognized in income   $18,467   $7,824   $(7,787)   $10,030    $5,575   $(10,032)
        The impact of net changes in the fair values of interest rate swaps in cash flow hedging relationships are summarized below:
                 
  Three Months Ended September 30, Nine Months Ended September 30,
(Amounts in thousands) 2010 2009 2010 2009
Loss reclassified from accumulated other comprehensive income into income for settlements, net of tax   $(930)   $(1,799)   $(3,603)   $(4,466)
Loss recognized in other comprehensive income, net of tax  (588)  (1,068)  (1,476)  (1,898)
         
  Three Months Ended March 31,
(Amounts in thousands) 2011 2010
Loss reclassified from accumulated
other comprehensive income into income
for settlements, net of tax
   $(412)   $(1,395)
Loss recognized in other
comprehensive income, net of tax
  (164)  (840)
        Gains and losses recognized in our condensed consolidated statements of income for forward exchange contracts and interest rate swaps are classified as other expense,income (expense), net, and interest expense, respectively.

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6.5. Debt
        Debt, including capital lease obligations, consisted of:
                
 September 30, December 31, March 31, December 31, 
(Amounts in thousands) 2010 2009 2011 2010
Term Loan, interest rate of 1.81% in 2010 and 1.81% in 2009   $539,755   $544,016 
Capital lease obligations and other 24,606 22,712 
Term Loan, interest rate of 2.31% and 2.30% at March 31, 2011 and
December 31, 2010, respectively
   $493,750   $500,000 
Capital lease obligations and other borrowings 31,384 27,711 
          
  
Debt and capital lease obligations 564,361 566,728  525,134 527,711 
Less amounts due within one year 28,536 27,355  54,277 51,481 
          
Total debt due after one year   $535,825   $539,373    $470,857   $476,230 
          
Credit Facilities
        Our credit facilities as amended, consistare comprised of a $600.0$500.0 million term loan expiring on August 10, 2012facility with a maturity date of December 14, 2015 and a $400.0$500.0 million revolving linecredit facility with a maturity date of December 14, 2015 (collectively referred to as the “Credit Facilities”). The revolving credit which can be utilized to provide up tofacility includes a $300.0 million insublimit for the issuance of letters of credit, also expiring on August 10, 2012. We hereinafter refercredit. Subject to these credit facilities collectively as our Credit Facilities. At both September 30, 2010 and December 31, 2009,certain conditions, we had no amounts outstanding underhave the right to increase the amount of the revolving line of credit.credit facility by an aggregate amount not to exceed $200.0 million. We had outstanding letters of credit of $116.2$134.0 million and $123.1$133.9 million at September 30, 2010March 31, 2011 and December 31, 2009,2010, respectively, which reduced our borrowing capacity to $283.8$366.0 million and $276.9$366.1 million, respectively. The carrying amount of our term loan approximated fair value at September 30, 2010 and December 31, 2009.
        Borrowings under our Credit Facilities, other than in respect of swingline loans, bear interest at a rate equal to, at our option, either (1) London Interbank Offered Rate (“LIBOR”) plus 1.75% - 2.50%, as applicable, depending on our consolidated leverage ratio (2) the base rate (which is based on the greater of the prime rate most recently announced by the administrative agent under our New Credit Facilities or the Federal Funds rate plus

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0.50%) or (2) London Interbank Offered Rate (“LIBOR”)(3) a daily rate equal to the one month LIBOR plus 1.0% plus, as applicable, an applicable margin of 0.75% - 1.50% determined by reference to the ratio of our total debt to consolidated Earnings Before Interest, Taxes, Depreciationearnings before interest, taxes, depreciation and Amortizationamortization (“EBITDA”), which. The applicable interest rate as of September 30, 2010March 31, 2011 was 0.875% and 1.50%2.31% for borrowings under our revolving lineCredit Facilities. In connection with our Credit Facilities, we have entered into $345.0 million of credit and term loan, respectively. We have elected the latter optionnotional amount of interest rate swaps at March 31, 2011 to determine the respectivehedge exposure to floating interest rates of the Credit Facilities.rates.
        We may prepay loans under our Credit Facilities in whole or in part, without premium or penalty.penalty, at any time. During the three and nine months ended September 30, 2010,March 31, 2011, we made scheduled repayments under our Credit Facilities of $1.4 million and $4.3 million, respectively.$6.3 million. We have scheduled repayments under our Credit Facilities of $1.4$6.3 million due in the each of the next four quarters.
European Letter of Credit Facilities
       Our ability to issue additional letters of credit under our previous European Letter of Credit Facility (“Old European LOC Facility”), which had a commitment of €110.0 million, expired November 9, 2009. We paid annual and fronting fees of 0.875% and 0.10%, respectively, for letters of credit written against the Old European LOC Facility. We had outstanding letters of credit written against the Old European LOC Facility of €42.4 million ($57.8 million) and €77.9 million ($111.5 million) as of September 30, 2010 and December 31, 2009, respectively.
On October 30, 2009, we entered into a new 364-day unsecured European Letter of Credit Facility (“New European LOC Facility”) with an initial commitment of €125.0 million. The New European LOC Facility is renewable annually and consistent with the Old European LOC Facility, is used for contingent obligations in respect of surety and performance bonds, bank guarantees and similar obligations with maturities up to five years. We renewed the New European LOC Facility in October 2010 consistent with its terms for an additional 364-day period. We pay fees of 1.35% and 0.40% for utilized and unutilized capacity, respectively, under our New European LOC Facility. We had outstanding letters of credit drawn on the New European LOC Facility of €46.8€59.5 million ($63.884.3 million) and €2.8€55.7 million ($4.074.5 million) as of September 30, 2010March 31, 2011 and December 31, 2009,2010, respectively.
        Our ability to issue additional letters of credit under our previous European Letter of Credit Facility (“Old European LOC Facility”), which had a commitment of €110.0 million, expired November 9, 2009. We paid annual and fronting fees of 0.875% and 0.10%, respectively, for letters of credit written against the Old European LOC Facility. We had outstanding letters of credit written against the Old European LOC Facility of €25.6 million ($36.3 million) and €33.3 million ($44.5 million) as of March 31, 2011 and December 31, 2010, respectively.
        Certain banks are parties to both facilities and are managing their exposures on an aggregated basis. As such, the commitment under the New European LOC Facility is reduced by the face amount of existing letters of credit written against the Old European LOC Facility prior to its expiration. These existing letters of credit will remain outstanding, and accordingly partially offset the €125.0 million capacity of the New European LOC Facility until their maturity, which, as of September 30, 2010,March 31, 2011, was approximately one year for the majority of the outstanding existing letters of credit. After consideration of outstanding commitments under both facilities, the available capacity under the New European LOC Facility was €96.1€107.6 million as of September 30, 2010,March 31, 2011, of which 46.8€59.5 million has been drawn.

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7.6. Realignment Programs
        In FebruaryBeginning in 2009, we announced our plan to incur up to $40 million in costsinitiated realignment programs to reduce and optimize certain non-strategic manufacturing facilities and our overall cost structure by improving our operating efficiency, reducing redundancies, maximizing global consistency and driving improved financial performance (the “Initial Realignment Program”). Substantially all expenses under the Initial Realignment Program were recognized during 2009. Expenses are reported in Cost of Sales (“COS”) or SG&A, as applicable, in our condensed consolidated statements of income.
       In October 2009, we announced our plan to commence additional realignment initiatives (the “Subsequent Realignment Program”) and incur additional costs to expand our efforts to optimize assets, reduce our overall cost structure, respond to reduced orders and enhance ourdrive an enhanced customer-facing organization. The Subsequent organization (“Realignment Program began in the fourth quarter of 2009 and will continue through 2010 and into 2011. The Initial Realignment Program and the Subsequent Realignment Program are collectively referred to as our “Realignment Programs.”Programs”). We currently expect total Realignment Program charges will be approximately $88$90 million for approved plans, of which $78.3$87.2 million has been incurred through September 30, 2010.March 31, 2011. Total expected realignment charges represent management’s best estimate to date for approved plans. As the execution of certain initiatives are still in process, the amount and nature of actual realignment charges incurred could vary from total expected charges.
        The Realignment Programs consist of both restructuring and non-restructuring charges. Restructuring charges represent costs associated with the relocation of certain business activities, outsourcing of some business activities and facility closures. Non-restructuring charges are costs incurred to improve operating efficiency and reduce redundancies and primarily represent employee severance. The Initial Realignment Program consisted primarily of non-restructuring charges, while the Subsequent Realignment Program consists primarily of restructuring charges. Expenses are reported in COSCost of Sales (“COS”) or Selling, General & Administrative Expense (“SG&A,&A”), as applicable, in our condensed consolidated statements of income.
        As the Initial Realignment Program is substantially complete, we have combined bothCharges related to our Realignment Programs inwere $0.8 million and $0.5 million for the tables below.
Total Realignment Program Charges
three months ended March 31, 2011 and March 31, 2010, respectively. Charges are presented net of adjustments relating to changes in estimates of previously recorded amounts. Net adjustments recorded during the three and nine months ended September 30,March 31, 2011 and March 31, 2010 were $1.0$1.3 million and $4.3$1.4 million, respectively.

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Three Months Ended September 30, Due to immateriality, we have not presented detail of types of charges or charges by reportable segment. The restructuring reserve was $3.6 million and $7.1 million at March 31, 2011 and December 31, 2010,
                         
              Subtotal – Eliminations  
  Flow Solutions Group     Reportable and All Consolidated
(Amounts in millions) EPD IPD FCD Segments Other Total
Restructuring Charges
                        
COS   $0.4    $0.9    $0.2    $1.5    $-        $1.5 
SG&A  (0.3)  -       (0.2)  (0.5)  -       (0.5)
                   
    $0.1    $0.9    $-        $1.0    $-        $1.0 
                   
                         
Non-Restructuring Charges
                        
COS   $-        $0.3    $0.8    $1.1    $-        $1.1 
SG&A  -       (0.1)  -       (0.1)  0.1   -     
                   
    $-        $0.2    $0.8    $1.0    $0.1    $1.1 
                   
                         
Total Realignment Program Charges
                        
COS   $0.4    $1.2    $1.0    $2.6    $-        $2.6 
SG&A  (0.3)  (0.1)  (0.2)  (0.6)  0.1   (0.5)
                   
    $0.1    $1.1    $0.8    $2.0    $0.1    $2.1 
                   
Three Months Ended September 30, 2009
                         
              Subtotal – Eliminations  
  Flow Solutions Group     Reportable and All Consolidated
(Amounts in millions) EPD IPD FCD Segments Other Total
Restructuring Charges
                        
COS   $0.2    $0.7    $-        $0.9    $-        $0.9 
SG&A  -       -       -       -       -       -     
                   
    $0.2    $0.7    $-        $0.9    $-        $0.9 
                   
                         
Non-Restructuring Charges
                        
COS   $0.2    $0.4    $0.6    $1.2    $-        $1.2 
SG&A  0.7   0.2   -       0.9   0.6   1.5 
                   
    $0.9    $0.6    $0.6    $2.1    $0.6    $2.7 
                   
                         
Total Realignment Program Charges
                        
COS   $0.4    $1.1    $0.6    $2.1    $-        $2.1 
SG&A  0.7   0.2   -       0.9   0.6   1.5 
                   
    $1.1    $1.3    $0.6    $3.0    $0.6    $3.6 
                   

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Nine Months Ended September 30, 2010
                         
              Subtotal – Eliminations  
  Flow Solutions Group     Reportable and All Consolidated
(Amounts in millions) EPD IPD FCD Segments Other Total
Restructuring Charges                
COS   $1.8    $2.7    $1.0    $5.5    $-       $5.5 
SG&A  (1.3)  (0.1)  -      (1.4)  0.3   (1.1)
             
    $0.5    $2.6    $1.0    $4.1    $0.3    $4.4 
             
                         
Non-Restructuring Charges                
COS   $-       $2.5    $2.1    $4.6    $-       $4.6 
SG&A  -      0.3   0.8   1.1   0.1   1.2 
             
    $-       $2.8    $2.9    $5.7    $0.1    $5.8 
             
                         
Total Realignment Program Charges                
COS   $1.8    $5.2    $3.1    $10.1    $-       $10.1 
SG&A  (1.3)  0.2   0.8   (0.3)  0.4   0.1 
             
    $0.5    $5.4    $3.9    $9.8    $0.4    $10.2 
             
                         
Nine Months Ended September 30, 2009                
                         
              Subtotal – Eliminations  
  Flow Solutions Group     Reportable and All Consolidated
(Amounts in millions) EPD IPD FCD Segments Other Total
Restructuring Charges                
COS   $6.1    $3.7    $0.5    $10.3    $-       $10.3 
SG&A  0.1   0.2   0.2   0.5   -      0.5 
             
    $6.2    $3.9    $0.7    $10.8    $-       $10.8 
             
                         
Non-Restructuring Charges                
COS   $5.5    $0.8    $3.8    $10.1    $-       $10.1 
SG&A  6.6   1.0   3.8   11.4   0.9   12.3 
             
    $12.1    $1.8    $7.6    $21.5    $0.9    $22.4 
             
                         
Total Realignment Program Charges                
COS   $11.6    $4.5    $4.3    $20.4    $-       $20.4 
SG&A  6.7   1.2   4.0   11.9   0.9   12.8 
             
    $18.3    $5.7    $8.3    $32.3    $0.9    $33.2 
             

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Inception to Date             Subtotal – Eliminations  
  Flow Solutions Group     Reportable and All Consolidated
(Amounts in millions) EPD IPD FCD Segments Other Total
Restructuring Charges                
COS   $16.4    $7.4    $1.5    $25.3    $0.7    $26.0 
SG&A  8.6   0.2   0.2   9.0   1.7   10.7 
             
    $25.0    $7.6    $1.7    $34.3    $2.4    $36.7 
             
                         
Non-Restructuring Charges                
COS   $9.7    $6.9    $9.1    $25.7    $-       $25.7 
SG&A  8.1   2.4   4.5   15.0   0.9   15.9 
             
    $17.8    $9.3    $13.6    $40.7    $0.9    $41.6 
             
                         
Total Realignment Program Charges                
COS   $26.1    $14.3    $10.6    $51.0    $0.7    $51.7 
SG&A  16.7   2.6   4.7   24.0   2.6   26.6 
             
    $42.8    $16.9    $15.3    $75.0    $3.3    $78.3 
             
Total Expected Realignment Program Charges (1)
   $44.8    $20.5    $18.8    $84.1    $3.4    $87.5 
             
(1)Total expected realignment charges represent management’s best estimate to date for approved plans. As the execution of certain initiatives are still in process, the amount and nature of actual realignment charges incurred could vary from total expected charges.
Realignment Program – Restructuring Charges
       Restructuring charges include costs related to employee severance at closed facilities, contract termination costs, asset write-downs and other exit 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 and inventory write-downs. Other includes costs related to employee relocation, asset relocation, vacant facility costs (i.e., taxes and insurance) and other charges.

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       Restructuring charges, net of adjustments, for the Realignment Programs are as follows:
                     
      Contract Asset    
(Amounts in thousands) Severance termination write-downs Other Total
Three Months Ended September 30, 2010            
COS   $(957)   $74    $2,014    $351    $1,482 
SG&A  (673)  24   -      125   (524)
           
Total   $(1,630)   $98    $2,014    $476    $958 
           
                     
Three Months Ended September 30, 2009            
COS   $25    $-       $206    $655    $886 
SG&A  4   -      -      16   20 
           
Total   $29    $-       $206    $671    $906 
           
                     
Nine Months Ended September 30, 2010            
COS   $682    $511    $3,128    $1,179    $5,500 
SG&A  (1,638)  227   -      254   (1,157)
           
Total   $(956)   $738    $3,128    $1,433    $4,343 
           
                     
Nine Months Ended September 30, 2009            
COS   $4,212    $33    $4,966    $1,029    $10,240 
SG&A  497   -      -      16   513 
           
Total   $4,709    $33    $4,966    $1,045    $10,753 
           
                     
Total Restructuring Charges Inception to Date
                    
COS   $12,335    $1,344    $9,180    $3,022    $25,881 
SG&A  10,127   227   18   335   10,707 
           
Total   $22,462    $1,571    $9,198    $3,357    $36,588 
           
                     
Total Expected Restructuring Charges (1)            
COS   $13,409    $1,830    $10,240    $4,181    $29,660 
SG&A  10,897   227   18   349   11,491 
           
Total   $24,306    $2,057    $10,258    $4,530    $41,151 
           
(1)Total expected restructuring charges represent management’s best estimate to date for approved plans. As the execution of certain initiatives are still in process, the amount and nature of actual realignment charges incurred could vary from total expected charges.
       The following represents the respectively. As there was no significant activity related to the restructuring reserve:reserve during the three months ended March 31, 2011, we have not presented detail of the activity.
                     
          Contract    
(Amounts in thousands)     Severance Termination Other Total
Balance at December 31, 2009       $18,930    $-       $421    $19,351 
             
Charges, net of adjustments      (553)  454   711   612 
Cash expenditures      (2,874)  (400)  (657)  (3,931)
Other non-cash adjustments, including currency      265   -      238   503 
             
Balance at March 31, 2010      15,768   54   713   16,535 
             
Charges, net of adjustments      1,226   185   245   1,656 
Cash expenditures      (4,017)  (205)  (430)  (4,652)
Other non-cash adjustments, including currency      (894)  (3)  (20)  (917)
             
Balance at June 30, 2010      12,083   31   508   12,622 
             
Charges, net of adjustments      (1,630)  98   476   (1,056)
Cash expenditures      (2,672)  (97)  (597)  (3,366)
Other non-cash adjustments, including currency      546   1   23   570 
             
Balance at September 30, 2010       $8,327    $33    $410    $8,770 
             

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8.7. Fair Value
        Our financial instruments are presented at fair value in our condensed consolidated balance sheets. 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 based upon the level of judgment associated with the inputs used to measure their fair values. Hierarchical levels are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities. Recurring fair value measurements are limited to investments in derivative instruments and some equity securities. 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 above in Note 5.4. The fair value measurements of our investments in equity securities are determined using quoted market prices. The fair values of our investments in equity securities, and changes thereto, are immaterial to our condensed consolidated balance sheetsfinancial position and statementsresults of income.operations.
8. Inventories
        As discussed in Note 2 above, a liability of $4.4 million was initially recognized as an estimate of the acquisition date fair value of the contingent consideration relatedCertain reclassifications have been made to the Calder AG acquisition. This liability was classified as Level III under the fair value hierarchy as it was based on the weighted probability as of the date of the acquisition of achievement of performance metrics, which was not observable in the market. As of December 31, 2009, this liability was reducedprior period information to $0 based on an updated weighted probability of achievement of performance metrics during the twelve months following the acquisition.
9. Inventoriesconform to current year presentation.
        Inventories, net consisted of the following:
                
 September 30, December 31, March 31, December 31, 
(Amounts in thousands) 2010 2009 2011 2010
Raw materials   $265,275   $239,793    $302,402   $265,742 
Work in process 778,901 649,128  726,918 688,710 
Finished goods 314,000 245,725  312,564 306,083 
Less: Progress billings  (343,461)  (275,364)  (249,615)  (305,541)
Less: Excess and obsolete reserve  (66,897)  (64,049)  (70,826)  (68,263)
        
Inventories, net   $947,818   $795,233    $1,021,443   $886,731 
        
10.9. Equity Method Investments
        As of September 30, 2010,March 31, 2011, we had investments in seveneight joint ventures (one located in each of China, Japan, Saudi Arabia, South Korea, and the United Arab Emirates and two located in each of China and India) that were accounted for using the equity method. Summarized below is combined income statement information, based on the most recent financial information (unaudited), for those investments:
         
  Three Months Ended September 30,
(Amounts in thousands) 2010 2009
Revenues   $60,597    $46,346 
Gross profit  17,561   16,426 
Income before provision for income taxes  12,494   11,578 
Provision for income taxes  (3,570)  (3,428)
     
Net income   $8,924    $8,150 
     
 
  Nine Months Ended September 30,
(Amounts in thousands) 2010 2009
Revenues   $174,517    $159,368 
Gross profit  57,819   57,541 
Income before provision for income taxes  42,237   40,733 
Provision for income taxes  (11,524)  (12,605)
     
Net income   $30,713    $28,128 
     

1710


         
  Three Months Ended March 31,
(Amounts in thousands) 2011 2010
Revenues   $79,231    $61,364 
Gross profit  27,716   22,635 
Income before provision for income taxes  19,799   16,504 
Provision for income taxes  (6,229)  (4,368)
     
Net income   $13,570    $12,136 
     
        The provision for income taxes is based on the tax laws and rates in the countries in which our investees operate. The tax jurisdictions vary not only by their nominal rates, but also by the allowability of deductions, credits and other benefits. Our share of net income is reflected in our condensed consolidated statements of income.
11.10. 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 September 30, Three Months Ended March 31,
(Amounts in thousands, except per share data) 2010 2009 2011 2010
Net earnings of Flowserve Corporation   $103,919   $116,944    $96,982   $80,220 
Dividends on restricted shares not expected to vest 4 5  4 4 
        
Earnings attributable to common and participating shareholders   $103,923   $116,949    $96,986   $80,224 
        
  
Weighted average shares:  
Common stock 55,499 55,351  55,356 55,258 
Participating securities 311 441  298 378 
        
Denominator for basic earnings per common share 55,810 55,792  55,654 55,636 
Effect of potentially dilutive securities 576 586  685 864 
        
Denominator for diluted earnings per common share 56,386 56,378  56,339 56,500 
        
  
Earnings per common share:  
Basic   $1.86   $2.10    $1.74   $1.44 
Diluted 1.84 2.07  1.72 1.42 
 Nine Months Ended September 30,
(Amounts in thousands, except per share data) 2010 2009
Net earnings of Flowserve Corporation   $275,787   $317,469 
Dividends on restricted shares not expected to vest 12 18 
    
Earnings attributable to common and participating shareholders   $275,799   $317,487 
    
 
Weighted average shares: 
Common stock 55,448 55,443 
Participating securities 338 443 
    
Denominator for basic earnings per common share 55,786 55,886 
Effect of potentially dilutive securities 667 481 
    
Denominator for diluted earnings per common share 56,453 56,367 
    
 
Earnings per common share: 
Basic   $4.94   $5.68 
Diluted 4.89 5.63 
        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, restricted share units and performance share units.
        For the three and nine months ended both September 30,March 31, 2011 and 2010, and 2009, we had no options to purchase common stock that were excluded from the computation of potentially dilutive securities.
12.11. Legal Matters and Contingencies
Asbestos-Related Claims
        We are a defendant in a substantial number of pending 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 primarily

18


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. We believe that
        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 theresolved claims arehave been covered by applicable insurance or indemnities from other companies.companies, and we believe that a substantial majority of existing claims should continue to be covered by insurance or indemnities. Accordingly, we have recorded a liability for our estimate of the most likely settlement 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

11


probable and not otherwise in dispute. 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. In one asbestos insurance related matter, we have a claim in litigation against relevant insurers substantially in excess of the recorded receivable. If our claim is resolved more favorably than reflected in this receivable, we would benefit from a one-time gain in the amount of such excess. We are currently unable to estimate the impact, if any, of unasserted asbestos-related claims, although future claims would also be subject to existing indemnities and insurance coverage.
United Nations Oil-for-Food Program
        A French investigation has beenwas formally opened in the first quarter of 2010 relating to products that one of our French subsidiaries delivered to Iraq from 1996 through 2003 under the United Nations Oil-for-Food Program. We currently do not expect to incur additional case resolution costs of a material amount in this matter; however, if the French authorities take enforcement action against our French subsidiary regarding its investigation, we may be subject to monetary and non-monetary penalties, which we currently do not believe will have a material adverse effect on our company.
        In addition to the governmental investigation referenced above, on June 27, 2008, the Republic of Iraq filed a civil suit in federal court in New York against 93 participants in the United Nations Oil-for-Food Program, including us and our two foreign subsidiaries that participated in the program. There have been no material developments in this case since it was initially filed. We intend to vigorously contest the suit, and we believe that we have valid defenses to the claims asserted. However,While we cannot predict the outcome of the suit at the present time, or whetherwe do not currently believe the resolution of this suit will have a material adverse financial impact on our company.
Export Compliance
        In March 2006, we initiated a voluntary process to determine our compliance posture with respect to United States (“U.S.”) export control and economic sanctions laws and regulations. Upon initial investigation, it appeared that some product transactions and technology transfers were not handled in full compliance with U.S. export control laws and regulations. As a result, in conjunction with outside counsel, we conducted a voluntary systematic process to further review, validate and voluntarily disclose export violations discovered as part of this review process. We completed our comprehensive disclosures to the appropriate U.S. government regulatory authorities at the end of 2008, and we have continued to work with those authorities to supplement and clarify specific aspects of those disclosures. Based on our review of the data collected, during the self-disclosure period of October 1, 2002 through October 1, 2007, a number of process pumps, valves, mechanical seals and parts related thereto were exported, in limited circumstances, without required export or reexport licenses or without full compliance with all applicable rules and regulations to a number of different countries throughout the world, including certain U.S. sanctioned countries.
        We have taken a number of actions to increase the effectiveness of our global export compliance program. This has included increasing the personnel and resources dedicated to export compliance, providing additional export compliance tools to employees, improving our export transaction screening processes and enhancing the content and frequency of our export compliance training programs.
        Our self-reported violations of U.S. export control laws and regulations are expected to result in civil penalties, including fines and/or other penalties, and we are currently engaged in discussions with U.S. regulators about such penaltiesthe final disposition of the case as part of our effort to resolve this matter. We currently do not believe any such penalties will have a material adverse impact on our company, and we believe appropriate reserves have been accrued to address this matter.
Other
        We are currently involved as a potentially responsible party at fourfive 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 exposure for existing disposal sites will not be material.

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        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 ordinaryother uninsured routine litigation incidental to our business,business. We currently believe none of which,such litigation, either individually or in the aggregate, we believe to beis 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.

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        Although none of the aforementioned potential liabilities can be quantified with absolute certainty except as otherwise indicated above, we have established 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.
13.12. Retirement and Postretirement Benefits
        Components of the net periodic cost for retirement and postretirement benefits for the three months ended September 30,March 31, 2011 and 2010 and 2009 were as follows:
                         
  U.S. Non-U.S. Postretirement
(Amounts in millions) Defined Benefit Plans Defined Benefit Plans Medical Benefits
  2010 2009 2010 2009 2010 2009
Service cost   $5.1    $4.6    $1.3    $0.9    $-       $-    
Interest cost  4.4   4.8   3.3   2.9   0.5   0.7 
Expected return on plan assets  (5.9)  (5.5)  (1.9)  (1.0)  -      -    
Amortization of unrecognized net loss (gain)  2.3   1.6   0.6   0.6   (0.7)  (0.7)
Amortization of prior service benefit  (0.3)  (0.3)  -      -      (0.5)  (0.5)
Settlements  0.4   -      -      -      -      -    
 ��           
Net periodic cost (benefit) recognized   $6.0    $5.2    $3.3    $3.4    $(0.7)   $(0.5)
             
       Components of the net periodic cost for retirement and postretirement benefits for the nine months ended September 30, 2010 and 2009 were as follows:
                                                
 U.S. Non-U.S. Postretirement U.S. Non-U.S. Postretirement
(Amounts in millions) Defined Benefit Plans Defined Benefit Plans Medical Benefits Defined Benefit Plans Defined Benefit Plans Medical Benefits
 2010 2009 2010 2009 2010 2009 2011 2010 2011 2010 2011 2010
Service cost   $15.3   $13.8   $3.7   $2.9   $-      $-       $5.3   $5.1   $1.2   $1.2   $-       $-     
Interest cost 13.5 14.4 9.8 8.7 1.5 1.9  4.3 4.5 3.3 3.3 0.4 0.5 
Expected return on plan assets  (18.0)  (16.6)  (5.6)  (3.1) -    -      (5.5)  (6.0)  (2.0)  (1.9) -     -     
Amortization of unrecognized net loss (gain) 7.2 4.9 1.8 1.8  (1.8)  (2.2) 2.7 2.5 0.5 0.6  (0.4)  (0.5)
Amortization of prior service benefit  (0.9)  (0.9) -    -     (1.5)  (1.5)  (0.3)  (0.3) -     -      (0.4)  (0.5)
Settlements 0.4 -    -    -    -    -    
                        
Net periodic cost (benefit) recognized   $17.5   $15.6   $9.7   $10.3   $(1.8)   $(1.8)   $6.5   $5.8   $3.0   $3.2   $(0.4)   $(0.5)
                        
        See additional discussion of our retirement and postretirement benefits in Note 1312 to our condensed consolidated financial statements included in our 20092010 Annual Report.
14.13. Shareholders’ Equity
        On February 22, 2010,21, 2011, our Board of Directors authorized an increase in the payment of quarterly dividends on our common stock from $0.29 per share to $0.32 per share, effective for the first quarter of 2011. On February 22, 2010, our Board of Directors authorized an increase in our quarterly cash dividend from $0.27 per share to $0.29 per share, effective for the first quarter of 2010. On February 23, 2009, our Board of Directors authorized an increase in our quarterly cash dividend from $0.25 per share to $0.27 per share, effective for the first quarter of 2009. Generally, our dividend date-of-record is in the last month of the quarter, and the dividend is paid the following month.
        On February 26, 2008, our Board of Directors authorized a program to repurchase up to $300.0 million of our outstanding common stock over an unspecified time period. Theperiod, and the program commenced in the second quarter of 2008. We repurchased 112,500 shares for $11.0$13.8 million and 131,500112,500 shares for $11.3$12.0 million during the three months ended September 30,March 31, 2011 and 2010, and 2009, respectively. We repurchased 337,500 shares for $34.1 million and 413,000 shares for $27.5 million during the nine months ended September 30, 2010 and 2009, respectively. To date, we have repurchased a total of 2.6 million2,848,100 shares for $240.0$265.7 million under this program.
15.14. Income Taxes
        For the three months ended September 30, 2010,March 31, 2011, we earned $139.9$130.6 million before taxes and provided for income taxes of $35.7$33.6 million, resulting in an effective tax rate of 25.5%. For the nine months ended September 30, 2010, we earned $377.4 million before taxes and provided for income taxes of $101.1 million, resulting in an effective tax rate of 26.8%25.7%. The effective tax rate varied from the U.S. federal statutory rate for the three months ended September 30, 2010March 31, 2011 primarily due to the net impact of foreign operations and

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resolution of tax audits and the lapse of the statute of limitations in certain jurisdictions. The effective tax rate varied from the U.S. federal statutory rate for the nine months ended September 30, 2010 primarily due to the net impact of foreign operations, including the adverse tax impact from the non-deductibility of the net losses resulting from Venezuela’s currency devaluation, and a net reduction of our reserve for uncertain tax positions due to the resolution of tax audits and the lapse of the statute of limitations in certain jurisdictions.
        For the three months ended September 30, 2009,March 31, 2010, we earned $158.6$112.0 million before taxes and provided for income taxes of $42.0$31.8 million, resulting in an effective tax rate of 26.5%. For the nine months ended September 30, 2009, we earned $436.7 million before taxes and provided for income taxes of $118.6 million, resulting in an effective tax rate of 27.2%28.4%. The effective tax rate varied from the U.S. federal statutory rate for the three and nine months ended September 30, 2009March 31, 2010 primarily due to the net impact of foreign operations.
        The U. S. enacted the Patient Protection and Affordable Care Act (“PPACA”) into law on March 23, 2010, and on March 30, 2010, enacted the Health Care and Education Reconciliation Act of 2010, which amended certain aspects of the PPACA (collectively the “Acts”). These Acts effectively change the tax treatment of federal subsidies paid to sponsors of retiree health care plans that provide a benefit that is at least actuarially equivalent to the benefits under Medicare Part D. As a result, these subsidy payments will effectively become taxable in tax years beginning after December 31, 2012. The tax impact of these changes resulted in an immaterial increase in our tax expense during the three and nine months ended September 30, 2010.
As of September 30, 2010,March 31, 2011, the amount of unrecognized tax benefits has decreasedincreased by $14.4$1.2 million from December 31, 2009,2010, due to the net impacts of currency translation adjustments, expiration of statutes and audit settlements and currency devaluation in Venezuela.settlements. With limited exception, we are no longer subject to U.S. federal, state and local income tax audits for years through 2006 or non-U.S. income tax audits for years through 2003. We are currently under examination for various years in Austria, Germany, India, Mexico, Singapore, the U.S. and Venezuela.

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        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 between $7.4$5.5 million and $19.1$18.0 million within the next 12 months.
16.15. Segment Information
        We are principally engaged in the worldwide design, manufacture, distribution and service of industrial flow management equipment. We provide long lead-time, highly engineered pumps, standardized, general purpose pumps, mechanical seals, industrial valves and related automation products and solutions primarily for oil and gas, chemical, power generation, water management and other general industries requiring flow management products and services.
        We haveconduct our operations through three business segments based on type of product and how we manage the following reportable segments:business:
EPD;
IPD; and
FCD.
Flow Solutions Group (“FSG”) Engineered Product Division (“EPD”) for long lead-time, engineered pumps and pump systems, mechanical seals, auxiliary systems and replacement parts and related services;
FSG Industrial Product Division (“IPD”) for pre-configured pumps and pump systems and related products and services; and
FCD for engineered and industrial valves, control valves, actuators and controls and related services.
        The President of FSG reports directly to the Chief Executive Officer (“CEO”) and the FSG Vice President – Finance reports directly to our Chief Accounting Officer (“CAO”). The structure of FSG consists of two reportable operating segments: EPD and IPD, each with a Vice President – Finance, who reports directly to our Chief Accounting Officer (“CAO”).IPD. FCD has a President, who reports directly to our CEO, and a Vice President – Finance, who reports directly to our CAO. For decision-making purposes, our CEO and other members of senior executive management use financial information generated and reported at the reportable segment level. Our corporate headquarters does not constitute a separate division or business segment.
        We evaluate segment performance and allocate resources based on each reportable segment’s operating income. Amounts classified as “Eliminations and All Other” include corporate headquarters costs and other minor entities that do not constitute separate segments. Intersegment sales and transfers are recorded at cost plus a profit margin, with the sales and related margin on such sales eliminated in consolidation.

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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 September 30,March 31, 2011
                         
              Subtotal – Eliminations   
  Flow Solutions Group     Reportable and All Consolidated
(Amounts in thousands) EPD IPD FCD Segments Other Total
Sales to external customers   $499,760    $160,912    $336,535    $997,207    $-        $997,207 
Intersegment sales  24,011   15,413   1,062   40,486   (40,486)  -     
Segment operating income  91,756   13,076   47,534   152,366   (22,113)  130,253 
Three Months Ended March 31, 2010
                         
              Subtotal – Eliminations  
  Flow Solutions Group     Reportable and All Consolidated
(Amounts in thousands) EPD IPD FCD Segments Other Total
Sales to external customers   $494,912    $166,741    $310,028    $971,681    $-       $971,681 
Intersegment sales  16,388   9,729   2,532   28,649   (28,649)  -    
Segment operating income  92,785   9,534   45,690   148,009   (18,813)  129,196 
                         
Three Months Ended September 30, 2009                
                         
              Subtotal – Eliminations  
  Flow Solutions Group     Reportable and All Consolidated
(Amounts in thousands) EPD IPD FCD Segments Other Total
Sales to external customers   $526,727    $231,872    $292,465    $1,051,064    $-       $1,051,064 
Intersegment sales  13,942   12,290   1,074   27,306   (27,306)  -    
Segment operating income  111,072   25,458   54,038   190,568   (29,363)  161,205 
                         
Nine Months Ended September 30, 2010                
                         
              Subtotal – Eliminations  
  Flow Solutions Group     Reportable and All Consolidated
(Amounts in thousands) EPD IPD FCD Segments Other Total
Sales to external customers  1,520,267   539,634   831,782   2,891,683   -      2,891,683 
Intersegment sales  47,310   31,610   5,618   84,538   (84,538)  -    
Segment operating income  301,418   46,414   127,920   475,752   (58,353)  417,399 
Identifiable assets  1,772,632   696,772   1,325,696   3,795,100   434,724   4,229,824 
                         
Nine Months Ended September 30, 2009                
                         
              Subtotal – Eliminations  
  Flow Solutions Group     Reportable and All Consolidated
(Amounts in thousands) EPD IPD FCD Segments Other Total
Sales to external customers   $1,612,232    $664,580    $889,377    $3,166,189    $-       $3,166,189 
Intersegment sales  47,994   35,525   3,804   87,323   (87,323)  -    
Segment operating income  324,402   76,969   148,398   549,769   (82,672)  467,097 
Identifiable assets  1,812,037   732,486   1,055,197   3,599,720   417,307   4,017,027 
                         
              Subtotal – Eliminations   
  Flow Solutions Group     Reportable and All Consolidated
(Amounts in thousands) EPD IPD FCD Segments Other Total
Sales to external customers   $517,095    $187,072    $254,739    $958,906    $-        $958,906 
Intersegment sales  14,731   9,063   1,323   25,117   (25,117)  -     
Segment operating income  102,370   20,968   40,075   163,413   (21,239)  142,174 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
        The following discussion and analysis of our condensed consolidated 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 20092010 Annual Report.
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, and 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 15,000 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 maximize our customers’ investment in our offerings, as well as to provide business stability during various economic periods. The aftermarket business, which is served by more than 150160 of our 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 addedvalue-added services, and is generally a higher margin business and a key component of our profitable growth strategy.growth.
        Our operations are conducted through three business segments that are referenced throughout this MD&A:
Flow Solutions Group (“FSG”) Engineered Product Division (“EPD”) for long lead time, engineered pumps and pump systems, mechanical seals, auxiliary systems and replacement parts and related services;
FSG Industrial Product Division (“IPD”) for pre-configured pumps and pump systems and related products and services; and
Flow Control Division (“FCD”) for engineered and industrial valves, control valves, actuators and controls and related services.
        The reputation of our product portfolio which we believe to be one of the most comprehensive in the industry, is built on more than 50 well-respected brand names such as Worthington, IDP, Valtek, Limitorque and Durametallic. DuringDurametallic, which we believe to be one of the third quarter of 2010, we acquired Valbart, a manufacturer of trunnion-mounted ball valves used primarilymost comprehensive in upstream and midstream oil and gas applications, which enables us to offer a more complete valve product portfolio to our oil and gas project customers. Ourthe industry. The 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 firms, original equipment manufacturers, distributors and end users.
        We continue to build on our geographic breadth through our QRC network with the goal to be positioned as near to the customers as possible for service and support in order to capture this important 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. We remain focused oncontinue to devote resources to improving ourthe supply chain processes across our divisions findingto find areas of synergy and cost reduction and improvingto improve our supply chain management capability to ensure it can meet global customer demands. We continue to focus on improving on-time delivery and quality, while managing warranty costs as a percentage of sales across our global operations, through the assistance of a focused Continuous Improvement Process (“CIP”) initiative. The goal of the CIP initiative, which includes lean manufacturing, six sigma business management strategy and value engineering, is to maximize service fulfillment to customers through on-time delivery, reduced cycle time and quality at the highest internal productivity.

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        In the first quarter of 2011, we experienced improved market conditions as the effects from the global recession continued to stabilize. The oil and gas industry experienced improved conditions, as the developing regions’ economic growth plans rekindled projections of demand growth for oil and natural gas. The developing regions also experienced increased chemical processing investment. In the mature regions, the oil and gas and chemical industries experienced a moderate level of investment. Pipeline and refining investments were driven by infrastructure expansion plans in growing regions. Overcapacity in oil refining in some geographies affected capital investments. The water management industry displayed stability in its spending levels, as investments in this market tend to persist in varying economic conditions.
        During the first nine monthsquarter of 2010, our core industries2011, we continued to show signs of improvement particularly in the developing regions around the globe. Increased activity around major projects in oil and gas helped provide increased bookings compared to the same period in 2009. In the mature regions, markets remained challenged from the lingering effects of the global recession. With a level of stabilization and moderate improvements in specific industry areas, aftermarket opportunities have improved resulting in increased bookings for those services. Demand forecastsexperience favorable conditions in our coreaftermarket business driven by our customers’ need to maintain continuing operations across several industries continue to reflect favorable growth overand the next five years. The majorityexpansion of this forecasted demand growth remains concentrated in the developing regions of the world with the mature markets experiencing moderate growth or even slight decline in demand, particularly in the daily demand for oil.
our aftermarket capabilities provided through our new integrated solutions offerings. Our pursuit of major capital projects globally and investing in our ability to serve the customer in a local manner remain key components of our long-term growth strategy. We believe that our customer relationships, our global presence and our highly regarded technical capabilitiesstrategy, as well as to provide strengths that allow us to effectively compete globally.stability during various economic periods. We believe that our commitment to localize service support capabilities close to our customers’ operations through our QRC network has provided us with the opportunity to grow our market share in the aftermarket portion of our business.
        With overall demand growth and the need to replace aging

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infrastructure, we believe therethat with our customer relationships, our global presence and our highly regarded technical capabilities, we will continue to behave opportunities in our core industries across all geographical regions;industries; however, we face challenges affecting many companies in our industry with a significant multinational presence, such as economic, political, currency and other risks. See “Cautionary Note Regarding Forward-Looking Statements” below.
        We experienced limited shipment delays in the first quarter of 2011 resulting from the recent developing political and economic conditions in North Africa. We estimate the unfavorable impact on operating income of these shipment delays was $2.5 million in the first quarter of 2011, with EPD and IPD impacted $1.8 million and $0.7 million, respectively. We are closely monitoring the conditions in the Middle East and North Africa and, while there are many potential outcomes in each individual country, based on current facts and circumstances as we understand them, we anticipate that the delayed shipments should be released throughout the remainder of the year. The preponderance of our physical assets in the region are located in the Kingdom of Saudi Arabia and the United Arab Emirates and have, to date, not been affected by the unrest elsewhere in the region. Additionally, although our organization and assets were not directly affected by the earthquake and tsunami in Japan, we continue to assess the conditions and potential adverse impacts, in particular as they relate to our customers and suppliers in the impacted geographical region, as well as potential regulatory impacts to the overall civilian nuclear market. We did not experience any significant adverse impacts due to shipment delays, collection issues or supply chain disruptions during the first quarter of 2011.
RESULTS OF OPERATIONS – Three and nine months ended September 30,March 31, 2011 and 2010 and 2009
        Throughout this discussion of our results of operations, we discuss the impact of fluctuations in foreign currency exchange rates. We have calculated currency effects on operations by translating current year results on a monthly basis at prior year exchange rates for the same periods.
        As discussed in Note 2 to our condensed consolidated financial statements included in this Quarterly Report, we acquired for inclusion in FCD, acquired Valbart Srl (“Valbart”), a privately-owned Italian valve manufacturer, effective July 16, 2010, and Valbart’s results of operations have been consolidated since the date of acquisition. No pro forma information has been provided for the acquisition due to immateriality.
        As discussed in Note 26 to our condensed consolidated financial statements included in this Quarterly Report, EPD acquired Calder AG, a Swiss supplier of energy recovery technology, effective April 21, 2009, and Calder AG’s results of operations have been consolidated since the date of acquisition. No pro forma information has been provided for the acquisition due to immateriality.
       As discussedbeginning in Note 7 to our condensed consolidated financial statements included in this Quarterly Report, in February 2009, we announced our intent to incur up to $40 million in realignment costs (the “Initialinitiated Realignment Program”)Programs to reduce and optimize certain non-strategic manufacturing facilities and our overall cost structure by improving our operating efficiency, reducing redundancies, maximizing global consistency and driving improved financial performance. The Initial Realignment Program was substantially complete at December 31, 2009. In October 2009, we announced our intent to incur additional realignment costs (the “Subsequent Realignment Program”) to expandperformance, as well as expanding our efforts to optimize assets, reduce our overall cost structure, respondresponding to reduced orders and drivedriving an enhanced customer-facing organization, of which approximately $30 million wasorganization. To date, we have incurred in 2009. In January 2010, we announced our expectation that up to $20 million in charges related to our Realignment Programs would be incurredof $87.2 million, including $18.3 million in 2010 and into 2011, which when combined with the $68.1 million in 2009. We expect to incur approximately $3 million of additional charges incurred in 2009, results infor total expected Realignment Programs charges of approximately $90 million for approved plans. Total expected realignment charges of approximately $88 millionrepresent management’s best estimate to date for approved plans, including $2.1 millionplans. As the execution of certain initiatives are still in process, the amount and $10.2 millionnature of actual realignment charges incurred in the three and nine months ended September 30, 2010, respectively. Unless otherwise stated, information about our Realignment Programs included in this MD&A is presented in total.could vary from total expected charges.
        The Realignment Programs consist of both restructuring and non-restructuring costs. Restructuring charges represent costs associated with the relocation of certain business activities, outsourcing of some business activities and facility closures. Non-restructuring charges are costs incurred to improve operating efficiency and reduce redundancies, which includes a reduction in headcount. Expenses are reported in COSCost of Sales (“COS”) or Selling, General & Administrative Expense (“SG&A,&A”), as applicable, in our condensed consolidated statements of income.

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        Charges related to the Realignment Programs during the three months ended March 31, 2011 and 2010 were $0.8 million and $0.5 million, respectively. Charges are presented net of adjustments relating to changes in estimates of previously recorded amounts. Net adjustments recorded during the three months ended September 30,March 31, 2011 and 2010 were $1.0 million. The following is a summary of charges, net of adjustments, included in operating income during the three months ended September 30, 2010$1.3 million and 2009 related to our Realignment Programs:

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Three Months Ended September 30, 2010
                         
              Subtotal – Eliminations  
  Flow Solutions Group     Reportable and All Consolidated
(Amounts in millions) EPD IPD FCD Segments Other Total
Restructuring Charges
                        
COS   $0.4    $0.9    $0.2    $1.5    $-       $1.5 
SG&A  (0.3)  -      (0.2)  (0.5)  -      (0.5)
             
    $0.1    $0.9    $-       $1.0    $-       $1.0 
             
                         
Non-Restructuring Charges
                        
COS   $-       $0.3    $0.8    $1.1    $-       $1.1 
SG&A  -      (0.1)  -      (0.1)  0.1   -    
             
    $-       $0.2    $0.8    $1.0    $0.1    $1.1 
             
                         
Total Realignment Program Charges
                    
COS   $0.4    $1.2    $1.0    $2.6    $-       $2.6 
SG&A  (0.3)  (0.1)  (0.2)  (0.6)  0.1   (0.5)
             
    $0.1    $1.1    $0.8    $2.0    $0.1    $2.1 
             
                         
Three Months Ended September 30, 2009               
              Subtotal – Eliminations   
  Flow Solutions Group     Reportable and All Consolidated
(Amounts in millions) EPD IPD FCD Segments Other Total
Restructuring Charges
                        
COS   $0.2    $0.7    $-       $0.9    $-       $0.9 
SG&A  -      -      -      -      -      -    
             
    $0.2    $0.7    $-       $0.9    $-       $0.9 
             
                         
Non-Restructuring Charges
                        
COS   $0.2    $0.4    $0.6    $1.2    $-       $1.2 
SG&A  0.7   0.2   -      0.9   0.6   1.5 
             
    $0.9    $0.6    $0.6    $2.1    $0.6    $2.7 
             
                         
Total Realignment Program Charges
                    
COS   $0.4    $1.1    $0.6    $2.1    $-       $2.1 
SG&A  0.7   0.2   -      0.9   0.6   1.5 
             
    $1.1    $1.3    $0.6    $3.0    $0.6    $3.6 
             

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     Net adjustments recorded during the nine months ended September 30, 2010 were $4.3 million. The following is a summary of charges included in operating income for the nine months ended September 30, 2010 and 2009 related to our Realignment Programs:
Nine Months Ended September 30, 2010
                         
              Subtotal – Eliminations  
  Flow Solutions Group     Reportable and All Consolidated
(Amounts in millions) EPD IPD FCD Segments Other Total
Restructuring Charges
                        
COS   $1.8    $2.7    $1.0    $5.5    $-       $5.5 
SG&A  (1.3)  (0.1)  -      (1.4)  0.3   (1.1)
             
    $0.5    $2.6    $1.0    $4.1    $0.3    $4.4 
             
                         
Non-Restructuring Charges
                        
COS   $-       $2.5    $2.1    $4.6    $-       $4.6 
SG&A  -      0.3   0.8   1.1   0.1   1.2 
             
    $-       $2.8    $2.9    $5.7    $0.1    $5.8 
             
                         
Total Realignment Program Charges
                    
COS   $1.8    $5.2    $3.1    $10.1    $-       $10.1 
SG&A  (1.3)  0.2   0.8   (0.3)  0.4   0.1 
             
    $0.5    $5.4    $3.9    $9.8    $0.4    $10.2 
             
                         
Nine Months Ended September 30, 2009               
                         
              Subtotal – Eliminations  
  Flow Solutions Group     Reportable and All Consolidated
(Amounts in millions) EPD IPD FCD Segments Other Total
Restructuring Charges
                        
COS   $6.1    $3.7    $0.5    $10.3    $-       $10.3 
SG&A  0.1   0.2   0.2   0.5   -      0.5 
             
    $6.2    $3.9    $0.7    $10.8    $-       $10.8 
             
                         
Non-Restructuring Charges
                        
COS   $5.5    $0.8    $3.8    $10.1    $-       $10.1 
SG&A  6.6   1.0   3.8   11.4   0.9   12.3 
             
    $12.1    $1.8    $7.6    $21.5    $0.9    $22.4 
             
                         
Total Realignment Program Charges
                    
COS   $11.6    $4.5    $4.3    $20.4    $-       $20.4 
SG&A  6.7   1.2   4.0   11.9   0.9   12.8 
             
    $18.3    $5.7    $8.3    $32.3    $0.9    $33.2 
             

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     The following is a summary of total charges related to identified initiatives under our Realignment Programs expected to be incurred:
                         
Total Expected Charges (1) Flow Solutions Group     Subtotal – Eliminations  
       Reportable and All Consolidated
(Amounts in millions) EPD IPD FCD Segments Other Total
Restructuring Charges
                        
COS   $17.7    $8.4    $2.9    $29.0    $0.7    $29.7 
SG&A  8.6   0.2   1.0   9.8   1.7   11.5 
             
    $26.3    $8.6    $3.9    $38.8    $2.4    $41.2 
             
                         
Non-Restructuring Charges
                        
COS   $9.9    $9.4    $10.0    $29.3    $-       $29.3 
SG&A  8.6   2.5   4.9   16.0   1.0   17.0 
             
    $18.5    $11.9    $14.9    $45.3    $1.0    $46.3 
             
                         
Total Realignment Program Charges
               
COS   $27.6    $17.8    $12.9    $58.3    $0.7    $59.0 
SG&A  17.2   2.7   5.9   25.8   2.7   28.5 
             
    $44.8    $20.5    $18.8    $84.1    $3.4    $87.5 
             
(1)Total expected realignment charges represent management’s best estimate to date for approved plans. As the execution of certain initiatives are still in process, the amount and nature of actual realignment charges incurred could vary from total expected charges.
$1.4 million, respectively.
        Based on actions under our Realignment Programs, we have realized increased savings of approximately $25 million and $65$10 million for the three and nine months ended September 30,March 31, 2011 as compared with the same period in 2010, respectively, and we expect to realize total savings in 20102011 of approximately $93$115 million. Upon completion of our Realignment Programs, we expect annual run rate cost savings of approximately $115 million.$120 million at current exchange rates. Approximately two-thirds of the savings from the Realignment Programs were and will be realized in COS and the remainder in SG&A. Actual savings realized could vary from expected savings, which represent management’s best estimate to date.
        Generally, the aforementioned charges presented were or will be paid in cash, except for asset write-downs, which are non-cash charges. Asset write-down charges (including accelerated depreciation of fixed assets, accelerated amortization of intangible assets$1.2 million and inventory write-downs) of $2.0$0.5 million were recorded during the periodthree months ended September 30, 2010.March 31, 2011 and 2010, respectively. The majority of theremaining cash payments remaining related to our Realignment Programs will be incurred in 2010.2011.

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Consolidated Results
Bookings, Sales and Backlog
                
Three Months Ended September 30, 
 Three Months Ended March 31,
(Amounts in millions) 2010 2009  2011 2010
Bookings   $1,000.3   $975.3    $1,162.7   $1,071.6 
Sales 971.7 1,051.1  997.2 958.9 
Nine Months Ended September 30, 
(Amounts in millions) 2010 2009 
Bookings   $3,202.2   $2,946.0 
Sales 2,891.7 3,166.2 
        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 cancelled within the year-to-date period are excluded from year-to-date bookings. Bookings for the three months ended September 30, 2010March 31, 2011 increased by $25.0$91.1 million, or 2.6%8.5%, as compared with the same period in 2009.2010. The increase includes negativeincluded currency effectsbenefits of approximately $22$19 million. The overall net increase iswas primarily attributable to increased original equipment bookings in FCD and IPD and increased aftermarket bookings in EPD, partially offset by decreased original equipment bookings in EPD. The increase was also attributable to strength in the oil and gas industry in FCD and increased bookings in the general industries in FCD and IPD, partially offset by decreased customer bookings in the power generation industry across all divisions.
        Sales for the three months ended March 31, 2011 increased by $38.3 million, or 4.0%, as compared with the same period in 2010. The increase included currency benefits of approximately $20 million. The increase was primarily attributable to increased original equipment and aftermarket customer bookingssales in FCD, which was driven by all regions and included shipments of previously delayed large projects, and increased aftermarket sales in EPD, which were primarily driven by increases in the oilAsia Pacific and gas and power generation industries, and increased customer bookings in the oil and gas industry in IPD and FCD, including $14.7 million in bookingsLatin America. Additionally, Valbart provided by Valbart.sales of $30.0 million. These increases were partially offset by the impact of orders of more than $45 million to supply valves to four Westinghouse Electric Co. nuclear power units booked in the same period in 2009 that did not recur.
     Bookings for the nine months ended September 30, 2010 increased by $256.2 million, or 8.7%, as compared with the same period in 2009. The increase includes currency benefits of approximately $15 million. The increase is primarily attributable to increased original equipment and aftermarket bookings in EPD, principally in the oil and gas industry, including the impact of an order in excess of $80 million for crude oil pumps, seals and related support services booked in the second quarter of 2010, and FCD, driven by the oil and gas and general industries. These increases were partially offset by the impact of orders of more than $45 million to supply valves to four Westinghouse Electric Co. nuclear power units booked in the same period in 2009 that did not recur and decreased original equipment bookings in IPD.
     Sales for the three months ended September 30, 2010 decreased by $79.4 million, or 7.6%, as compared with the same period in 2009. The decrease includes negative currency effects of approximately $32 million. The decrease was primarily attributable to decreased original equipment sales in EPD and IPD, primarily in Europe, the Middle East and EPD, slightly offset by increased aftermarket sales in EPD in Asia Pacific and Latin America. These decreases were primarily driven by lower beginning backlog in the oil and gas and general industries for 2010 as compared with 2009, reflecting lower demand and customer-driven project delays due to a significant decrease in the rate of general global economic growth in 2009, partially offset by increased sales in FCD, including $12.3 million provided by Valbart.Africa (“EMA”). Net sales to international customers, including export sales from the U.S., were approximately 74%70% of totalconsolidated sales for both of the three months ended September 30, 2010 and 2009.
     Sales for the nine months ended September 30, 2010 decreased by $274.5 million, or 8.7%,March 31, 2011, as compared with approximately 73% for the same period in 2009. The decrease includes currency benefits of approximately $1 million. The overall net decrease is primarily attributable to decreased original equipment and aftermarket sales, primarily driven by lower beginning backlog in the oil and gas and general industries for 2010, as compared with 2009, reflecting lower demand and customer-driven project delays due to a significant decrease in the rate of general global economic growth in 2009 and decreased aftermarket sales. Net sales to international customers, including export sales from the U.S., were approximately 72% of total sales for both of the nine months ended September 30, 2010 and 2009.2010.
        Backlog represents the value of aggregate uncompleted customer orders. Backlog of $2,708.8$2,812.9 million at September 30, 2010March 31, 2011 increased by $337.6$218.2 million, or 14.2%8.4%, as compared with December 31, 2009.2010. Currency effects provided a decreasean increase of approximately $40$71 million. The overall net increase includes the impact of cancellations of $7.8 million of orders booked during the prior year.

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Gross Profit and Gross Profit Margin
                
Three Months Ended September 30, 
 Three Months Ended March 31,
(Amounts in millions) 2010 2009  2011 2010
Gross profit   $333.5   $385.2    $347.7   $348.3 
Gross profit margin  34.3%  36.6%  34.9%   36.3% 
Nine Months Ended September 30, 
(Amounts in millions) 2010 2009 
Gross profit   $1,025.2   $1,139.3 
Gross profit margin  35.5%  36.0%
        Gross profit for the three months ended September 30, 2010March 31, 2011 decreased by $51.7$0.6 million, or 13.4%0.2%, as compared with the same period in 2009.2010. The decrease includesincluded the effect of approximately $8$6 million in increased savings realized from our Realignment Programs as compared with the same period in 2009.2010. Gross profit margin for the three months ended September 30, 2010March 31, 2011 of 34.3%34.9% decreased from 36.6%36.3% for the same period in 2009.2010. The decrease iswas primarily attributable to less favorable pricing from beginning of yearin backlog in EPD and existing backlog in IPD as compared with the same period in 2009, the negative impact of decreased sales on our absorption of fixed manufacturing costs in EPD and the impact of the amortization of the Valbart purchase accounting adjustment to establish the fair value of acquired inventory that is amortizedIPD, as relatedwell as a sales are recognized.mix shift toward original equipment in FCD and commodity cost

17


increases. These decreases were partially offset by a sales mix shift toward higher margintowards aftermarket sales in EPD and IPD, as well increased utilization of low cost regions by FCD, and positive impacts of increased savings resulting from our Realignment Programs and various CIP initiatives. Aftermarket sales generally carry a higher margin than original equipment sales. AftermarketAs a result of the sales mix shift, aftermarket sales increased to approximately 39%43% of total sales, as compared with approximately 37%39% of total sales in the same period in 2009.2010.
Selling, General and Administrative Expense
         
  Three Months Ended March 31,
(Amounts in millions) 2011 2010
SG&A   $222.6    $211.2 
SG&A as a percentage of sales  22.3%   22.0% 
        Gross profitSG&A for the ninethree months ended September 30, 2010 decreasedMarch 31, 2011 increased by $114.1$11.4 million, or 10.0%5.4%, as compared with the same period in 2009.2010. Currency effects yielded an increase of approximately $3 million. The decrease includesincrease included the effect of approximately $29$4 million in increased savings realized and a decrease of $10.3 million in charges resulting from our Realignment Programs as compared with the same period in 2009. Gross profit margin for the nine months ended September 30, 2010 of 35.5% decreased from 36.0% for the same period in 2009.2010. The decrease isincrease was primarily attributable to less favorable pricing from beginning of year backlogincreased selling and marketing related expenses in FCD and EPD, as well as continued investment in our people and existing backlog in IPD as compared with the same period in 2009 and the negative impact of decreased sales on our absorption of fixed manufacturing costs,high growth markets. These increases were partially offset by a sales mix shift toward higher margin aftermarket sales in EPD and IPD, increased utilization of low cost regions by FCD, positive impacts of our Realignment Programs and various CIP initiatives. Aftermarket sales generally carry a higher margin than original equipment sales. Aftermarket sales increased to approximately 39% of total sales, as compared with approximately 36% of total sales in the same period in 2009.
Selling, General and Administrative Expense
         
Three Months Ended September 30, 
(Amounts in millions) 2010  2009 
 
SG&A   $207.7    $227.3 
SG&A as a percentage of sales  21.4%  21.6%
 
Nine Months Ended September 30, 
(Amounts in millions) 2010  2009 
 
SG&A   $620.3    $683.9 
SG&A as a percentage of sales  21.5%  21.6%
     SG&A for the three months ended September 30, 2010 decreased by $19.6 million, or 8.6%, as compared with the same period in 2009. Currency effects yielded an increase of approximately $7 million. The overall net decrease includes the effect of approximately $5 million in increased savings realized and a decrease of $2.0 million in charges resulting from our Realignment Programs as compared with the same period in 2009. The decrease is primarily attributable to decreased selling and marketing-related expenses, strict cost control actions in 2010 and increased savings realized and a decrease in charges resulting from our Realignment Programs discussed above, partially offset by incremental Valbart SG&A and acquisition-related costs.
     SG&A for the nine months ended September 30, 2010 decreased by $63.6 million, or 9.3%, as compared with the same period in 2009. Currency effects yielded a decrease of approximately $1 million. The decrease includes the effect of approximately $17 million in increased savings realized and a decrease of $12.7 million in charges resulting from our Realignment Programs as compared with

29


the same period in 2009. The decrease is primarily attributable to decreased selling and marketing-related expenses, strict cost control actions in 2010 and increased savings realized and a decrease in charges resulting from our Realignment Programs discussed above.
Net Earnings from Affiliates
                
Three Months Ended September 30, 
 Three Months Ended March 31,
(Amounts in millions) 2010 2009  2011 2010
Net earnings from affiliates   $3.4   $3.3    $5.2   $5.1 
Nine Months Ended September 30, 
(Amounts in millions) 2010 2009 
Net earnings from affiliates   $12.5   $11.7 
        Net earnings from affiliates represents our net income from investments in seveneight joint ventures (one located in each of China, Japan, Saudi Arabia, South Korea and the United Arab Emirates and two located in each of China and India) that are accounted for using the equity method of accounting. Net earnings from affiliates for the three months ended September 30, 2010 was comparable with the same period in 2009, primarily due to increased earnings of our EPD joint venture in South Korea, partially offset by decreased earnings of our FCD joint venture in India.
     Net earnings from affiliates for the nine months ended September 30, 2010March 31, 2011 increased by $0.8$0.1 million, or 6.8%2.0%, as compared with the same period in 2009,2010, primarily due to increased earnings of our EPD joint venture in South Korea, partially offset by decreased earnings of our FCD joint venture in India and our EPD joint venture in Japan.
Operating Income and Operating Margin
                
Three Months Ended September 30, 
 Three Months Ended March 31,
(Amounts in millions) 2010 2009  2011 2010
Operating income   $129.2   $161.2    $130.3   $142.2 
Operating margin  13.3%  15.3%
Nine Months Ended September 30, 
(Amounts in millions) 2010 2009 
Operating income   $417.4   $467.1 
Operating margin  14.4%  14.8%
Operating income as a percentage of sales  13.1%   14.8% 
        Operating income for the three months ended September 30, 2010March 31, 2011 decreased by $32.0$11.9 million, or 19.9%8.4%, as compared with the same period in 2009.2010. The decrease includes negativeincluded currency effectsbenefits of approximately $2$4 million. The overall net decrease also includesincluded the effect of approximately $13$10 million in increased savings realized and a decrease of $1.5 million in charges resulting from our Realignment Programs as compared with the same period in 2009. The overall decrease is primarily a result of the $51.7 million decrease in gross profit, which was partially offset by the $19.6 million decrease in SG&A, as discussed above.
     Operating income for the nine months ended September 30, 2010 decreased by $49.7 million, or 10.6% as compared with the same period in 2009. The decrease includes negative currency effects of approximately $2 million. The decrease also includes the effect of approximately $48 million in increased savings realized and a decrease of $23.0 million in charges resulting from our Realignment Programs as compared with the same period in 2009.2010. The overall net decrease is primarily a result of the $114.1$11.4 million increase in SG&A, as well as the $0.6 million decrease in gross profit, which was partially offset by the $63.6 million decrease in SG&A, as discussed above.
Interest Expense and Interest Income
                
Three Months Ended September 30, 
 Three Months Ended March 31,
(Amounts in millions) 2010 2009  2011 2010
Interest expense   $(8.3)   $(10.1)   $(8.6)   $(9.0)
Interest income 0.4 0.6  0.5 0.3 
Nine Months Ended September 30, 
(Amounts in millions) 2010 2009 
Interest expense   $(25.9)   $(30.2)
Interest income 1.2 2.1 

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        Interest expense for the three and nine months ended September 30, 2010March 31, 2011 decreased by $1.8$0.4 million, and $4.3 million, respectively,or 4.4% as compared with the same periodsperiod in 2009. These decreases are2010. The decrease is primarily attributable to a decrease in thedecreased interest rates and lower average interest rate.debt balances. Approximately 70% of our term debt was at fixed rates at September 30, 2010,March 31, 2011, including the effects of $380.0$345.0 million of notional interest rate swaps.
        Interest income for the three and nine months ended September 30, 2010 decreasedMarch 31, 2011 increased by $0.2 million, and $0.9 million, respectively, as compared with the same periods in 2010. These decreases are primarily attributable to a decrease in the average interest rate on cash balances.
Other Income (Expense), Net
         
Three Months Ended September 30, 
(Amounts in millions) 2010  2009 
 
Other income, net   $18.6    $7.0 
 
Nine Months Ended September 30, 
(Amounts in millions) 2010  2009 
 
Other expense, net   $(15.3)   $(2.4)
     Other income, net for the three months ended September 30, 2010 increased $11.6 million, or 165.7%66.7% as compared with the same period in 2009, which was2010. The increase is primarily attributable to higher average cash balances.

18


Other Income (Expense), Net
         
  Three Months Ended March 31,
(Amounts in millions) 2011 2010
Other income (expense), net   $8.5    $(21.5)
        Other income (expense), net for the three months ended March 31, 2011 increased to other income, net of $8.5 million, as compared with other expense, net of $21.5 million for the same period in 2010, primarily due to a $10.6$15.6 million increase in gains (due to a $5.6 million gain in the current period as compared with a $10.0 million loss in the prior period) on forwardforeign exchange contracts, partially offset byas well as a $3.2$14.7 million increase in lossesgains (due to a $3.1 million gain in the current period as compared with an $11.6 million loss in the prior period) arising from transactions in currencies other than our sites’ functional currencies. Both ofcurrencies, which reflect the above mentioned increases primarily reflect therelative weakening of the U.S. dollar exchange rate versus the Euro during the three months ended September 30, 2010,March 31, 2011 as compared with the samecomparable period in 2009. Additionally, we sold our investment in a joint venture that was accounted for under the cost method for a gain of $2.6 million in the third quarter of 2010.
     Other expense, net for the nine months ended September 30, 2010 increased $12.9 million, or 537.5%, as compared with the same period in 2009 which was primarily due to a $17.8 million The above mentioned increase in losses on forward exchange contracts and a $1.1 million increase in losses arising from transactions in currencies other than our sites’ functional currencies. Both of the above mentioned increases primarily reflect the strengthening of the U.S. dollar exchange rate versus the Euro. Also included in the above $1.1 million increase in losses isgains includes the impact of the $12.4$8.9 million net loss duringrecorded in the first quarter of 2010 as a result of Venezuela’s currency devaluation partially offset by realized foreign currency exchange gains of $4.0 million related toand the settlement of U.S. dollar denominated liabilities at the more favorable essential items exchange rate of 2.60 Bolivars to the U.S. dollar. See Note 1 to our condensed consolidated financial statements includeddollar recorded, which did not recur in this Quarterly Report for additional details on the impact of Venezuela’s currency devaluation. The above losses were partially offset by a $2.6 million gain on the sale of an investment in a joint venture in the third quarter of 2010 that was accounted for under the cost method.2011.
Tax Expense and Tax Rate
                
Three Months Ended September 30, 
 Three Months Ended March 31,
(Amounts in millions) 2010 2009  2011 2010
Provision for income tax   $35.7   $42.0 
Provision for income taxes   $33.6   $31.8 
Effective tax rate  25.5%  26.5%  25.7%   28.4% 
Nine Months Ended September 30, 
(Amounts in millions) 2010 2009 
Provision for income tax   $101.1   $118.6 
Effective tax rate  26.8%  27.2%
        Our effective tax rate of 25.5%25.7% for the three months ended September 30, 2010March 31, 2011 decreased from 26.5%28.4% for the same period in 2009.2010. The effective tax rate varied from the U.S. federal statutory rate for the three months ended September 30, 2010March 31, 2011 primarily due to the net impact of foreign operations and resolution of tax audits and the lapse of the statute of limitations in certain jurisdictions. Our effective tax rate of 26.8% for the nine months ended September 30, 2010 decreased from 27.2% for the same period in 2009.

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The decrease is primarily due to the net impact of foreign operations, including the adverse tax impact from the non-deductibility of the net losses resulting from Venezuela’s currency devaluation, and a net reduction of our reserve for uncertain tax positions due to the resolution of tax audits and the lapse of the statute of limitations in certain jurisdictions.
Other Comprehensive Income (Expense)
         
Three Months Ended September 30, 
(Amounts in millions) 2010  2009 
 
Other comprehensive income   $95.9    $36.3 
 
Nine Months Ended September 30, 
(Amounts in millions) 2010  2009 
 
Other comprehensive income   $3.5    $69.3 
         
  Three Months Ended March 31,
(Amounts in millions) 2011 2010
Other comprehensive income (expense)   $48.6    $(34.1)
        Other comprehensive income (expense) for the three months ended September 30, 2010March 31, 2011 increased $59.6$82.7 million, or 242.5%, to income of $48.6 million as compared with the same period in 2009,2010, primarily reflecting the impact from the weakening of the U.S. dollar exchange rate versus certain currencies, principally the Euro, during the three months ended September 30, 2010,March 31, 2011, as compared with the same period in 2009. Other comprehensive income for the nine months ended September 30, 2010 decreased $65.8 million as compared with the same period in 2009, primarily reflecting the strengthening of the U.S. dollar exchange rate versus the Euro during the nine months ended September 30, 2010, as compared with the same period in 2009.2010.
Business Segments
        As discussed in Note 1 to our condensed consolidated financial statements included in this Quarterly Report, we reorganized our divisional operations by combining the former FPD and FSD into FSG, effective January 1, 2010, with FSG being divided into EPD and IPD. We now conduct our operations through three business segments based on type of product and how we manage the business:
EPD for long lead-time, engineered pumps and pump systems, mechanical seals, auxiliary systems and replacement parts and related services;
IPD for pre-configured pumps and pump systems and related products and services; and
FCD for engineered and industrial valves, control valves, actuators and controls and related services.
business. We evaluate segment performance and allocate resources based on each segment’s operating income. See Note 1615 to our condensed consolidated financial statements included in this Quarterly Report for further discussion of our segments. The key operating results for our three business segments, EPD, IPD and FCD, are discussed below. We have retrospectively adjusted prior period financial information to reflect our new reporting structure.
FSG Engineered Product Division Segment Results
        Our largest business segment is EPD, through which we design, manufacture, distribute and service engineered pumps and pump systems, mechanical seals, auxiliary systems and provide related services.services (collectively referred to as “original equipment”). EPD includes longer lead-time, highly engineered pump products and shorter cycle engineered mechanical seals (collectively referred to as “original equipment”).that are generally manufactured much more quickly. EPD also manufactures replacement parts and related equipment and provides a full array of replacement parts, repair and support services (collectively referred to as “aftermarket”). EPD primarily operates in the oil and gas, petrochemical and power generation industries. EPD operates 27in 39 countries with 26 manufacturing facilities worldwide, tennine of which are located in Europe, nine in North America, four in Asia and four in Latin America, and it has 116117 service centers, including those co-located in a manufacturing facility, in 39 countries.
         
Three Months Ended September 30, 
(Amounts in millions) 2010  2009 
 
Bookings   $497.9    $468.5 
Sales  511.3   540.7 
Gross profit  184.8   206.2 
Gross profit margin  36.1%  38.1%
Operating income  92.8   111.1 
Operating margin  18.1%  20.5%
facilities.

3219


                
Nine Months Ended September 30, 
 Three Months Ended March 31,
    
(Amounts in millions) 2010 2009  2011 2010
Bookings   $1,719.5   $1,507.3    $602.7   $592.4 
Sales 1,567.6 1,660.2  523.8 531.8 
Gross profit 575.1 619.2  188.2 196.7 
Gross profit margin  36.7%  37.3%  35.9%   37.0% 
Operating income 301.4 324.4 
Operating margin  19.2%  19.5%
Segment operating income 91.8 102.4 
Segment operating income as a percentage of sales  17.5%   19.2% 
        Bookings for the three months ended September 30, 2010March 31, 2011 increased by $29.4$10.3 million, or 6.3%1.7%, as compared with the same period in 2009.2010. The increase includes negativeincluded currency effectsbenefits of approximately $12 million. Customer bookings in Latin America and Asia Pacific increased $20.9 million (including currency benefits of approximately $3 million. The overall net increase in bookings reflects higher demand for our products in the oilmillion) and gas and power generation industries. Customer bookings increased $58.3$4.5 million (including currency benefits of approximately $6 million), respectively. These increases were partially offset by decreases of $11.3 million (including currency benefits of approximately $2 million) in Latin America, $28.6 million in North America and $17.5$6.3 million (including currency benefits of approximately $4$1 million) in Asia Pacific, partially offset by a $44.3 million decrease (including negative currency effectsEMA and North America, respectively. The overall net increase consisted of approximately $12 million)increases in Europe, the Middle East and Africa (“EMA”). The increases were driven by original equipment and aftermarket bookings primarily in the oil and gas, mining, water management and powerchemical industries, partiallyprimarily driven by aftermarket bookings. These increases were slightly offset by decreased bookings in the water managementpower generation and general industries. Interdivision bookings (which are eliminated and are not included in consolidated bookings as disclosed above) increased $8.7$2.5 million.
        BookingsSales for the ninethree months ended September 30, 2010 increased by $212.2March 31, 2011 decreased $8.0 million, or 14.1%1.5%, as compared with the same period in 2009.2010. The increase includesdecrease included currency benefits of approximately $22 million. The increase in bookings reflects higher demand for our products in the oil and gas and general industries across all regions, including the impact of an order in excess of $80 million for crude oil pumps, seals and related support services booked in the second quarter of 2010. Customer bookings increased $77.5 million in North America, $76.0 million (including currency benefits of approximately $11 million) in Latin America, $37.4 million (including negative currency effects of approximately $10 million) in EMA and $34.0 million (including currency benefits of approximately $14 million) in Asia Pacific. These increases were attributable to original equipment and aftermarket bookings on major projects in the oil and gas and general industries, partially offset by decreased bookings in the water management, power generation and chemical industries and decreased aftermarket bookings in EMA. Interdivision bookings (which are eliminated and are not included in consolidated bookings as disclosed above) increased $15.9 million.
     Sales for the three months ended September 30, 2010 decreased $29.4 million, or 5.4%, as compared with the same period in 2009. The decrease includes negative currency effects of approximately $12$13 million. The decrease was primarily driven by decreased original equipmentdue to decreases in customer sales in EMA and North America, partially offset by increased aftermarket sales in Asia Pacific and Latin America and increased original equipment sales in Asia Pacific. Customer sales decreased $35.4 million (including negative currency effects of approximately $19 million) in EMA and $18.6 million in North America. These decreases were partially offset by increased customer sales of $17.5 million (including currency benefits of approximately $5 million) in Asia Pacific and $4.0$47.6 million (including currency benefits of approximately $2 million), driven by decreased original equipment sales, primarily resulting from lower beginning of year backlog in EMA. In addition, Latin America decreased by $4.2 million (including currency benefits of approximately $3 million), driven by decreased original equipment sales, mostly offset by increased aftermarket sales, These decreases were partially offset by increases of customer sales in North America of $19.4 million (including currency benefits of approximately $1 million) and Asia Pacific of $13.5 million (including currency benefits of approximately $6 million), primarily driven by increased aftermarket sales. Interdivision sales (which are eliminated and are not included in consolidated sales as disclosed above) increased $2.5$9.3 million.
     Sales for the nine months ended September 30, 2010 decreased $92.6 million, or 5.6%, as compared with the same period in 2009. The decrease includes currency benefits of approximately $9 million. The overall net decrease was driven by decreased customer original equipment and aftermarket sales. The decreases in customer sales in EMA of $79.9 million (including negative currency effects of approximately $22 million) and North America of $64.9 million were partially offset by increased customer sales in Latin America of $38.5 million (including currency benefits of $12 million) and Asia Pacific of $10.2 million (including currency benefits of approximately $13 million). Interdivision sales (which are eliminated and are not included in consolidated sales as disclosed above) were comparable with the same period in 2009.
        Gross profit for the three months ended September 30, 2010March 31, 2011 decreased by $21.4$8.5 million, or 10.4%4.3%, as compared with the same period in 2009.2010. Gross profit margin for the three months ended September 30, 2010March 31, 2011 of 36.1%35.9% decreased from 38.1%37.0% for the same period in 2009.2010. The decrease iswas primarily attributable to less favorable pricing from beginning of yearin backlog as compared with the same period in 2009 and the negative impact of decreased sales on ourthe absorption of fixed manufacturing costs. These decreases werecosts and, partially offset by a sales mix shift toward higher margin aftermarket sales, as well as operational efficiencies and savings realized from our supply chain initiatives and increased savings realized from our Realignment Programs as compared with the same period in 2009, as well as operational efficiencies and savings realized from our supply chain initiatives.
     Gross profit for the nine months ended September 30, 2010 decreased by $44.1 million, or 7.1%, as compared with the same period in 2009. Gross profit margin for the nine months ended September 30, 2010 of 36.7% decreased from 37.3% for the same period in 2009. The decrease is attributable to less favorable pricing from beginning of year backlog as compared with the same

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period in 2009 and the negative impact of decreased sales on our absorption of fixed manufacturing costs, partially offset by a sales mix shift towards higher margin aftermarket sales, increased savings realized and decreased charges resulting from our Realignment Programs as compared with the same period in 2009, as well as operational efficiencies and savings realized from our supply chain initiatives.2010.
        Operating income for the three months ended September 30, 2010March 31, 2011 decreased by $18.3$10.6 million, or 16.5%10.4%, as compared with the same period in 2009.2010. The decrease includes negative currency effects of approximately $1 million. The decrease was due primarily to reduced gross profit of $21.4 million, as discussed above, slightly offset by decreased SG&A of $2.5 million, which was due to increased savings realized and a decrease in charges resulting from our Realignment Programs as compared with the same period in 2009, partially offset by bad debt recoveries from the same period in 2009 that did not recur.
     Operating income for the nine months ended September 30, 2010 decreased by $23.0 million, or 7.1%, as compared with the same period in 2009. The decrease includesincluded currency benefits of approximately $2$3 million. The overall net decrease was due primarily to reduced gross profit of $44.1$8.5 million as discussed above partially offset by decreasedand increased SG&A of $18.4$2.6 million, which was due to increased selling and marketing related expenses in certain regions, as well as allowance for doubtful accounts recoveries during the same period in 2010 that did not recur, partially offset by increased savings realized and a decrease in charges resulting from our Realignment Programs as compared with the same period in 2009, decreased selling and marketing-related expenses and strict cost control actions in 2010.
        Backlog of $1,507.2$1,547.9 million at September 30, 2010March 31, 2011 increased by $125.1$112.4 million, or 9.1%7.8%, as compared with December 31, 2009.2010. Currency effects provided a decreasean increase of approximately $16$37 million. Backlog at September 30, 2010March 31, 2011 and December 31, 20092010 includes $30.0$22.5 million and $29.9$25.5 million, respectively, of interdivision backlog (which is eliminated and not included in consolidated backlog as disclosed above).

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FSG Industrial Product Division Segment Results
        Through IPD, we design, manufacture, distribute and service pre-configured pumps and pump systems, including submersible motors (collectively referred to as “original equipment”). Additionally, IPD manufactures replacement parts and related equipment, and provides a full array of support services (collectively referred to as “aftermarket”). IPD primarily includes standardized, general purpose pump products and primarily operates in the oil and gas, chemical, water management, power generation and general industries. IPD operates 1213 manufacturing facilities, three of which are located in the U.S and six in Europe, and it operates 2021 QRCs worldwide, including ten11 sites in Europe and threefour in the U.S., including those co-located in a manufacturing facility.facilities.
                
Three Months Ended September 30, 
 Three Months Ended March 31,
    
(Amounts in millions) 2010 2009  2011 2010
Bookings   $202.9   $196.4    $225.0   $194.4 
Sales 176.5 244.2  176.3 196.1 
Gross profit 42.0 66.2  45.2 55.0 
Gross profit margin  23.8%  27.1%  25.6%   28.0% 
Operating income 9.5 25.5 
Operating margin  5.4%  10.4%
Nine Months Ended September 30, 
(Amounts in millions) 2010 2009 
Bookings   $609.5   $612.5 
Sales 571.2 700.1 
Gross profit 146.6 192.4 
Gross profit margin  25.7%  27.5%
Operating income 46.4 77.0 
Operating margin  8.1%  11.0%
Segment operating income 13.1 21.0 
Segment operating income as a percentage of sales  7.4%   10.7% 
        Bookings for the three months ended September 30, 2010March 31, 2011 increased by $6.5$30.6 million, or 3.3%15.7%, as compared with the same period in 2009.2010. This increase includes negativeincluded currency effectsbenefits of approximately $7$3 million. The overall net increase was driven by increased customer bookings of $29.5 million in the Americas, mostly offset by a $27.4 million decrease in EMA and Australia. Increased customer bookings in the oilgeneral, mining and gas and generalwater management industries were partiallyslightly offset by decreased customer bookings in the power generation industry.and chemical industries. Bookings in the chemical industry, however, have begun to show signs of stabilization. The increase in customer bookings was attributable to increases of $20.8 million in EMA and Australia and $4.8 million in the Americas. Interdivision bookings (which are eliminated and are not included in consolidated bookings as disclosed above) increased $3.5$5.8 million.
        BookingsSales for the ninethree months ended September 30, 2010March 31, 2011 decreased by $3.0$19.8 million, or 0.5%10.1%, as compared with the same period in 2009. The2010. This decrease includes negativeincluded currency effectsbenefits of approximately $4 million. The overall net decrease was primarily driven

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by declines in customer bookings of $50.2 million in EMA and Australia, partially offset by increased customer bookings of $37.5 million in the Americas. Decreased customer bookings of original equipment were primarily driven by the power generation and mining industries, partially offset by increased customer bookings in the oil and gas markets. Interdivision bookings (which are eliminated and are not included in consolidated bookings as disclosed above) increased $8.2 million.
     Sales for the three months ended September 30, 2010 decreased by $67.7 million, or 27.7%, as compared with the same period in 2009. The decrease includes negative currency effects of approximately $8$3 million. The decrease in customer sales was driven by declines of $47.6$30.8 million in EMA and Australia and $17.7was primarily attributable to decreased original equipment sales, which were driven by lower beginning of year original equipment backlog. This decrease was slightly offset by a $3.9 million increase in customer sales in the Americas, primarily driven by the power generation industry. Additionally, the declines were attributable to shipment delays and lower existing backlog as compared with 2009.increased aftermarket sales. Interdivision sales (which are eliminated and are not included in consolidated sales as disclosed above) decreased $2.6 million.
     Sales for the nine months ended September 30, 2010 decreased by $128.9 million, or 18.4%, as compared with the same period in 2009. The decrease includes negative currency effects of approximately $1 million. The decreases in customer sales of $92.6 million in EMA and Australia and $31.4 million in the Americas were primarily driven by decreased original equipment customer bookings. The declines, primarily in the power generation, mining and chemical industries were also attributable to lower existing backlog as compared with 2009. Interdivision sales (which are eliminated and are not included in consolidated sales as disclosed above) decreased $3.9increased $6.4 million.
        Gross profit for the three months ended September 30, 2010March 31, 2011 decreased by $24.2$9.8 million, or 36.6%17.8%, as compared with the same period in 2009.2010. Gross profit margin for the three months ended September 30, 2010March 31, 2011 of 23.8%25.6% decreased from 27.1%28.0% for the same period in 2009.2010. The decrease iswas primarily attributable to the negative impact of decreased sales, onwhich negatively impacts our absorption of fixed manufacturing costs, and less favorable pricing from existingin backlog as compared with same period in 2009 and operational efficiency issues, partially2010. These decreases were slightly offset by a sales mix shift toward more profitable aftermarket sales and increased savings realized from our Realignment Programs as compared with the same period in 2009.
     Gross profit for the nine months ended September 30, 2010 decreased by $45.8 million, or 23.8%, as compared with the same period in 2009. Gross profit margin for the nine months ended September 30, 2010 of 25.7% decreased from 27.5% for the same period in 2009. The decrease is primarily attributable to the negative impact of decreased sales on our absorption of fixed manufacturing costs, less favorable pricing from existing backlog as compared with the same period in 2009 and operational efficiency issues, partially offset by a sales mix shift toward more profitable aftermarket sales, and increased savings realized from our Realignment Programs as compared with the same period in 2009.2010.
        Operating income for the three months ended September 30, 2010March 31, 2011 decreased by $16.0$7.9 million, or 62.7%37.6%, as compared with the same period in 2009.2010. The decrease includes negativeincluded currency effects of approximately $1 million. The decrease is due to the $24.2 million decrease in gross profit discussed above, partially offset by an $8.3 million decrease in SG&A. The decrease in SG&A is due to decreased selling-related expenses, strict cost control actions in 2010 and increased savings realized from our Realignment Programs as compared with the same period in 2009.
     Operating income for the nine months ended September 30, 2010 decreased by $30.6 million, or 39.7%, as compared with the same period in 2009. The decrease includes negative currency effectsbenefits of less than $1 million. The decrease iswas due to the $45.8$9.8 million decrease in gross profit discussed above, partially offset by a $15.2$1.9 million decrease in SG&A. The decrease in SG&A, is due towhich was driven by decreased selling-relatedselling and marketing-related expenses and strict cost control actions in 2010 and increased savings realized from our Realignment Programs as compared with the same period in 2009.actions.
        Backlog of $566.9$625.7 million at September 30, 2010March 31, 2011 increased by $11.3$57.7 million, or 2.0%10.2%, as compared with December 31, 2009.2010. Currency effects provided a decreasean increase of approximately $19$21 million. Backlog at September 30, 2010March 31, 2011 and December 31, 20092010 includes $28.9$44.1 million and $19.8$38.5 million, respectively, of interdivision backlog (which is eliminated and not included in consolidated backlog as disclosed above).
Flow Control Division Segment Results
        Our second largest business segment is FCD, through which we design, manufacturedesigns, manufactures and distributedistributes a broad portfolio of engineeredengineered-to-order and industrialconfigured-to-order isolation valves, control valves, actuators,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 5153 manufacturing facilities and QRCs in 2223 countries around the world, with only five of its 2124 manufacturing operations located in the U.S. Based on independent industry sources, we believe that we are the thirdfourth largest industrial valve supplier on a global basis.

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         Three Months Ended March 31,
 Three Months Ended September 30,     
(Amounts in millions) 2010 2009  2011 2010
Bookings   $335.0   $333.1    $377.3   $318.9 
Sales 312.6 293.5  337.6 256.1 
Gross profit 107.4 112.0  115.6 95.7 
Gross profit margin  34.4%   38.2%   34.2%   37.4% 
Operating income 45.7 54.0 
Operating margin  14.6%   18.4% 
        
 Nine Months Ended September 30, 
(Amounts in millions) 2010 2009 
Bookings   $978.7   $907.2 
Sales 837.4 893.2 
Gross profit 303.2 328.3 
Gross profit margin  36.2%   36.8% 
Operating income 127.9 148.4 
Operating margin  15.3%   16.6% 
As discussed in Note 2 to our condensed consolidated financial statements included in this Quarterly Report, FCD acquired Valbart, a privately-owned Italian valve manufacturer, effective July 16, 2010. Valbart’s results of operations have been consolidated since the date of acquisition and are included in FCD’s segment results of operations above. No pro forma information has been provided for the acquisition due to immateriality. The acquisition of Valbart resulted in purchase accounting adjustments to establish the fair value of acquired inventory and backlog of $10.0 million and $2.7 million, respectively, which are amortized as sales are recognized. The impact of the acquisition of Valbart on FCD’s results of operations, including acquisition-related costs of $1.4 million and $2.2 million for the three and nine months ended September 30, 2010, respectively, is as follows:
        
 Three Months Ended September 30, 
(Amounts in millions) 2010 2009 
Bookings   $14.7   $-   
Sales 12.3 -   
Gross profit 1.0 -   
Gross profit margin  8.1%  -   
Operating income  (4.3)  -   
Operating margin  (35.0%)  -   
        
 Nine Months Ended September 30, 
(Amounts in millions) 2010 2009 
Bookings   $14.7   $-   
Sales 12.3 -   
Gross profit 1.0 -   
Gross profit margin  8.1%  -   
Operating income  (5.1)  -   
Operating margin  (41.5%)  -   
Segment operating income 47.5 40.1 
Segment operating income as a percentage of sales  14.1%   15.7% 
        Bookings for the three months ended September 30, 2010March 31, 2011 increased $1.9$58.4 million, or 0.6%18.3%, as compared with the same period in 2009. The2010. This increase includes negativeincluded currency effectsbenefits of approximately $12$3 million. The overall net increase in bookings iswas primarily attributable to bookings provided by Valbart of $14.7 million, strengthcontinued recovery in the oil and gas industry, largely driven byprimarily due to the Middle East anddistributor business in North America, increased bookings in the chemical industry in North America.Europe and general industries in Russia. Additionally, Valbart provided bookings of $16.3 million. Increased bookings were partially offset by decreases in the power generation industry, in North America,largely driven by orders of more than $45 million to supply valves to four Westinghouse Electric Co. nuclear power units booked in the same period in 2009 that did not recur. Continued inventory restocking orders from distributors exhibited evidence of economic stabilization.China.
        BookingsSales for the ninethree months ended September 30, 2010March 31, 2011 increased $71.5$81.5 million, or 7.9%31.8%, as compared with the same period in 2009.2010. The increase includes negativeincluded currency effectsbenefits of approximately $3$4 million. The overall net increaseSales in bookings is primarily attributable to strengthEMA, North America and Asia Pacific increased approximately $55 million, $15 million and $12 million, respectively, reflecting continued recovery in the oil and gas industry primarily in EMA, and North America and increased bookings in the chemical and general industries. Increased bookings were partially offset by decreases in the power generation industry, driven by ordersas well as shipments of more than $45 million to supply valves to four Westinghouse Electric Co. nuclear power units booked in the same period in 2009 that did not recur. Recent inventory restocking orders from distributors exhibited evidence of economic stabilization.

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       Sales for the three months ended September 30, 2010 increased $19.1 million, or 6.5%, as compared with the same period in 2009. The increase includes negative currency effects of approximately $12 million. The overall net increase in sales was primarily attributable to original equipment, driven by the oil and gas and power generation industries. Sales in Asia Pacific increased by approximately $21 million, partially offset by decreased sales in EMA of approximately $11 million, reflecting customer-driven project delays.previously delayed large projects. Additionally, Valbart provided sales of $12.3$30.0 million.
       Sales for the nine months ended September 30, 2010 decreased $55.8 million, or 6.2%, as compared with the same period in 2009. The decrease includes negative currency effects of approximately $7 million. The decrease in sales was driven by decreased original equipment and aftermarket sales across all industries. Sales in EMA, North America and Latin America decreased approximately $45 million, $12 million and $6 million, respectively, which includes the impact of customer-driven project delays. These decreases were partially offset by increased sales of approximately $3 million in Asia Pacific.
        Gross profit for the three months ended September 30, 2010 decreasedMarch 31, 2011 increased by $4.6$19.9 million, or 4.1%20.8%, as compared with the same period in 2009.2010. Gross profit margin for the three months ended September 30, 2010March 31, 2011 of 34.4%34.2% decreased from 38.2%37.4% for the same period in 2009.2010. The decrease iswas attributable to pricing pressurea sales mix shift towards lower margin original equipment and the negative impact of the amortization of Valbart’s inventory purchase accounting adjustment, partiallylow margins on acquired Valbart backlog. These decreases were slightly offset by increased savings realized from our Realignment Programs as compared with the same period in 2009,improved absorption of fixed manufacturing costs, various CIP initiatives, and improved utilization of low cost regions.
       Grossregions and includes gross profit for the nine months ended September 30, 2010 decreased by $25.1 million, or 7.6%, as compared with the same period in 2009. Gross profit margin for the nine months ended September 30, 2010 of 36.2% decreased from 36.8% for the same period in 2009. The decrease is primarily attributable to the negative impactValbart of decreased sales on our absorption of fixed manufacturing costs and the impact of the amortization of Valbart’s inventory purchase accounting adjustment, partially offset by favorable product mix and increased savings realized from our Realignment Programs as compared with the same period in 2009, as well as various CIP initiatives and improved utilization of low cost regions.$4.7 million.
        Operating income for the three months ended September 30, 2010 decreasedMarch 31, 2011 increased by $8.3$7.4 million, or 15.4%18.5%, as compared with the same period in 2009.2010. The decreaseincrease includes negative currency effectsbenefits of approximately $1 million. The decrease isincrease, which includes the impact of Valbart’s $1.4 million operating loss, was principally attributable to the $4.6$19.9 million decreaseincrease in gross profit discussed above, and a $3.3was partially offset by the $12.1 million increase in SG&A.&A, which includes SG&A attributable to Valbart of $6.1 million. We do not expect the operating loss of Valbart to continue as acquired backlog is delivered and we work to fully integrate Valbart’s operations. Increased SG&A is attributable to incremental Valbart SG&A, acquisition-related costsincreased selling and bad debt recoveries from the same period in 2009 that did not recur, partially offset by increased savings realized and a decrease in charges resulting from our Realignment Programs as comparedmarketing related expenses, which is consistent with the same periodincrease in 2009. Valbart provided a net operating loss of $4.3 million, including the impact of $1.4 million in transaction costs.
       Operating income for the nine months ended September 30, 2010 decreased by $20.5 million, or 13.8%, as compared with the same period in 2009. The decrease includes negative currency effects of less than $1 million. The decrease is principally attributable to the $25.1 million decrease in gross profit discussed above, partially offset by a $6.4 million decrease in SG&A. Decreased SG&A is attributable to decreased selling and marketing-related expenses and increased savings realized and decreased charges resulting from our Realignment Programs as compared with the same period in 2009, partially offset by $4.3 million in bad debt recoveries from the same period in 2009 that did not recur, $2.7 million of incremental Valbart SG&A and $2.2 million in acquisition-related costs. Valbart provided a net operating loss of $5.1 million, including the impact of acquisition-related costs.sales.
        Backlog of $695.8$709.5 million at September 30, 2010March 31, 2011 increased by $210.5$51.0 million, or 43.4%7.7%, as compared with December 31, 2009.2010. Currency effects provided a decreasean increase of approximately $6 million. The overall net increase includes backlog related to the acquisition of Valbart of $78.4$13 million.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flow Analysis
        
         Three Months Ended March 31,
 Nine Months Ended September 30,     
(Amounts in millions) 2010 2009  2011 2010
Net cash flows (used) provided by operating activities   $(16.6)    $4.8 
Net cash flows used by operating activities   $(228.2)   $(149.0)
Net cash flows used by investing activities  (234.8)   )  (20.7)  (7.0)
Net cash flows used by financing activities  (68.4)   )  (27.5)  (13.2)
        Our primary sources of short-term liquidity are existingExisting cash, cash generated by operations and borrowings available under our existing revolving credit facility.facility are our primary sources of short-term liquidity. Our cash balance at September 30, 2010March 31, 2011 was $310.6$288.9 million, as compared with $654.3$557.6 million at December 31, 2009.2010.

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        Working capital increased for the ninethree months ended September 30,March 31, 2011, as compared with the same period 2010, due primarily to lower accounts payable of $125.3 million, higher inventory of $106.7 million and lower accrued liabilities of $48.5 million resulting primarily from reductions in accruals for broad-based annual incentive program payment. Working capital increased for the three months ended March 31, 2010, as compared with the same period 2009, due primarily to lower accrued liabilities of $138.4$88.5 million resulting primarily from reductions in accruals for broad-based annual incentive program payments, reductions in advanced cash received from customers higher inventory of $112.5 million and lower accounts payable of $62.0$84.3 million. Working capital increased forDuring both the ninethree months ended September 30, 2009 due primarily to reductions in accruals for long-termMarch 31, 2011 and broad-based annual incentive program payments and reductions in advanced cash received from customers. During the nine months ended September 30, 2010, and 2009, we contributed $30.0 million and $50.4 million, respectively,made no contributions to our U.S. pension plan.

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        Increases in accounts receivable used $47.9$43.8 million of cash flow for the ninethree months ended September 30, 2010March 31, 2011 compared with $8.1$46.5 million provided for the same period in 2009.2010. As of September 30, 2010,March 31, 2011, our days’ sales receivables outstanding (“DSO”) was 7882 days as compared with 7277 days as of September 30, 2009.March 31, 2010. For reference purposes based on 20102011 sales, an improvement of one day could provide approximately $11 million in cash flow. Increases in inventory used $112.5$106.7 million of cash flow for the ninethree months ended September 30, 2010March 31, 2011 compared with $8.1$23.3 million for the same period in 2009.2010. The increase is primarily due to increased bookings during the first quarter of 2011, requiring higher raw material and work in process inventory levels to support period ending backlog. In addition, progress billings decreased $55.9 million during the first quarter of 2011 compared with an increase of $53.3 million during the same period in 2010. Inventory turns were 2.72.5 times as of September 30, 2010March 31, 2011 and 3.0 times as of September 30, 2009.March 31, 2010. Our calculation of inventory turns does not reflect the impact of advanced cash received from our customers. For reference purposes based on 20102011 data, an improvement of one turn could yield approximately $257$288 million in cash flow. Decreases in accounts payable used $125.3 million of cash flow for the three months ended March 31, 2011 compared with $84.3 million for the same period in 2010. The decrease is primarily due to higher accounts payable balances related to certain inventory and equipment purchases and corporate-level expenses at December 31, 2010 that required payment during the first quarter of 2011 based upon contractual payment terms, as compared with the same period in 2010.
        Cash flows used by investing activities during the ninethree months ended September 30, 2010March 31, 2011 were $234.8$20.7 million, which included $199.4 million for the acquisition of Valbart, as compared with $117.8$7.0 million for the same period in 2009, which included $28.4 million for the acquisition of Calder AG. See “Acquisitions and Dispositions” below.2010. Capital expenditures during the ninethree months ended September 30, 2010March 31, 2011 were $46.4$23.5 million, a decreasean increase of $40.6$8.6 million as compared with the same period in 2009, reflecting, in part, payments made during the first quarter of 2009 on strategic projects committed to during 2008 and were partially offset by proceeds from disposal of assets of $6.7 million and affiliate investing activity, net of $4.3 million in 2010. In 2010,2011, our cash flows for investing activities arewill be focused on strategic initiatives to pursue new markets, geographic expansion, enterprise resource planning,Enterprise Resource Planning (“ERP”) application upgrades, information technology infrastructure and cost reduction opportunities and are expected to be approximately $100between $120 million and $135 million for the full year, excludingbefore consideration of any acquisition activity. In addition, for the three months ended March 31, 2010 there were net cash inflows of $5.1 million from affiliate investing activity that did not recur in 2011.
        Cash flows used by financing activities during the ninethree months ended September 30, 2010March 31, 2011 were $68.4$27.5 million, as compared with $72.6$13.2 million for the same period in 2009.2010. Cash outflows during the ninethree months ended September 30, 2010March 31, 2011 resulted primarily from the payment of $47.4$16.1 million in dividends and $34.1$13.8 million for the repurchase of common shares. Cash outflows for the same period in 2010 resulted primarily from payment of $15.0 million in dividends and $12.0 million for the repurchase of common shares, partially offset by proceeds and excess tax benefits from stock option activity. Cash outflows for the same period in 2009 resulted primarily from the payment of $44.2 million in dividends and $27.5 million for the repurchase of common shares.
        Lingering effects of financial markets and banking systems disruptions experienced in 2008 and 2009 continue to limit the access of some companies to credit and capital markets, and the costs of newly raised debt for most companies have generally increased. Additional disruptions in these markets could potentially impair our ability to access these markets and increase associated costs. Notwithstanding these uncertain market conditions, consideringConsidering our current debt structure and cash needs, we currently believe cash flows from operating activities combined with availability under our existing revolving credit agreement and our existing cash balance will be sufficient to enable us to meet our cash flow needs for the next 12 months. Cash flows from operations could be adversely affected by economic, political and other risks associated with sales of our products, operational factors, competition, fluctuations in foreign exchange rates and fluctuations in interest rates, among other factors. See “Liquidity Analysis” and “Cautionary Note Regarding Forward-Looking Statements” below.
        On February 26, 2008, our Board of Directors authorized a program to repurchase up to $300.0 million of our outstanding common stock over an unspecified time period. Theperiod and the program commenced in the second quarter of 2008. We repurchased 112,500 shares for $11.0$13.8 million and 131,500112,500 shares for $11.3$12.0 million during the three months ended September 30,March 31, 2011 and 2010, and 2009, respectively. We repurchased 337,500 shares for $34.1 million and 413,000 shares for $27.5 million during the nine months ended September 30, 2010 and 2009, respectively. To date, we have repurchased a total of 2,623,1002,848,100 shares for $240.0$265.8 million under this program. See “Item 2. Unregistered Sales of Equity Securities and Use of Proceeds” below.
        On February 22, 2010,21, 2011, our Board of Directors authorized an increase in the payment of quarterly dividends on our common stock from $0.27$0.29 per share to $0.29$0.32 per share payable quarterly beginning on April 7, 2010.14, 2011. On February 23, 2009,22, 2010, our Board of Directors authorized an increase in our quarterly cash dividend from $0.25$0.27 per share to $0.27$0.29 per share, effective for the first quarter of 2009.2010. Generally, our dividend date-of-record is in the last month of the quarter, and the dividend is paid the following month. While we currently intend to pay regular quarterly dividends in the foreseeable future, any future dividends will be reviewed individually and declared by our Board of Directors at its discretion, dependent on its assessment of our financial condition and business outlook at the applicable time.

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Acquisitions and Dispositions
        We regularly evaluate acquisition opportunities of various sizes. The cost and terms of theany financing method to be usedraised in conjunction with any acquisition, including our ability to economically raise economical capital, is a critical consideration in any such evaluation.
        As discussed in Note 2 to our condensed consolidated financial statements included in this Quarterly Report, effective July 16, 2010, we acquired for inclusion in FCD, acquired Valbart, a privately-owned Italian valve manufacturer, for $199.4 million, which included $33.8 million of existing Valbart net debt (third party debt less cash on hand) that was repaid at closing. Valbart manufactures trunnion-mounted ball valves used primarily in upstream and midstream oil and gas applications, and its acquisition is intended to

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improve our ability to provide a more complete valve portfolio to oil and gas projects. Valbart generated approximately €81 million ($104 million, at then-current exchange rates) in sales (unaudited) during its fiscal year ended May 31, 2010.
        As discussedEffective April 11, 2011, we purchased the assets of FEDD Wireless LLC (“FEDD”), a privately-owned wireless data acquisition company based in Note 2Houston, including existing inventory and equipment and rights to our condensed consolidated financial statements includedthe related intellectual property for inclusion in this Quarterly Report, effective April 21, 2009,EPD. The asset purchase was less than $1 million in cash. This acquisition is expected to allow EPD acquired Calder AG, a private Swiss companyto capitalize on growth opportunities and a supplier of energy recovery technology for use in the global desalination market, for up to $44.1 million, net of cash acquired. Of the total purchase price, $28.4 million was paid at closingexpand existing asset management and $2.4 million was paid after the working capital valuation was completed in early July 2009. The remaining $13.3 million was contingent upon Calder AG achieving certain performance metrics during the twelve months following the acquisition. The final measurement date of the performance metrics was March 31, 2010. The performance metrics were not met, resulting in no payment of contingent consideration.optimization services
Financing
Credit Facilities
        Our credit facilities as amended, consistare comprised of a $600.0$500.0 million term loan expiring on August 10, 2012facility with a maturity date of December 14, 2015 and a $400.0$500.0 million revolving linecredit facility with a maturity date of December 14, 2015 (collectively referred to as the “Credit Facilities”). The revolving credit which can be utilized to provide up tofacility includes a $300.0 million insublimit for the issuance of letters of credit. Subject to certain conditions, we have the right to increase the amount of the revolving credit also expiring on August 10, 2012. We hereinafter referfacility by an aggregate amount not to these credit facilities collectively as our Credit Facilities.exceed $200.0 million.
        At both September 30, 2010March 31, 2011 and December 31, 2009,2010, we had no amounts outstanding under the revolving line of credit.credit facility. We had outstanding letters of credit of $116.2$134.0 million and $123.1$133.9 million at September 30, 2010March 31, 2011 and December 31, 2009,2010, respectively, which reduced our borrowing capacity to $283.8$366.0 million and $276.9$366.1 million, respectively.
        Borrowings under our Credit Facilities, other than in respect of swingline loans, bear interest at a rate equal to, at our option, either (1) London Interbank Offered Rate (“LIBOR”) plus 1.75% - 2.50%, as applicable, depending on our consolidated leverage ratio (2) the base rate (which is based on the greater of the prime rate most recently announced by the administrative agent under our New Credit Facilities or the Federal Funds rate plus 0.50%) or (2) London Interbank Offered Rate (“LIBOR”)(3) a daily rate equal to the one month LIBOR plus 1.0% plus, as applicable, an applicable margin of 0.75% - 1.50% determined by reference to the ratio of our total debt to consolidated Earnings Before Interest, Taxes, Depreciationearnings before interest, taxes, depreciation and Amortizationamortization (“EBITDA”), which. The applicable interest rate as of September 30, 2010March 31, 2011 was 0.875% and 1.50%2.31% for borrowings under our revolving lineCredit Facilities. In connection with our Credit Facilities, we have entered into $345.0 million of credit and term loan, respectively.notional amount of interest rate swaps at March 31, 2011 to hedge exposure to floating interest rates.
        We may prepay loans under our Credit Facilities in whole or in part, without premium or penalty.penalty, at any time. During the three and nine months ended September 30, 2010,March 31, 2011, we made scheduled repayments under our Credit Facilities of $1.4 million and $4.3 million, respectively.$6.3 million. We have scheduled repayments of $1.4$6.3 million due in the each of the next four quarters.
        Our obligations under the Credit FacilitiesAgreement are unconditionally guaranteed, jointly and severally, guaranteed by substantially all of our existing and subsequently acquired or organized domestic subsidiaries and 65% of the capital stock of certain foreign subsidiaries.subsidiaries, subject to certain controlled company and materiality exceptions. The Lenders have agreed to release the collateral if we achieve an Investment Grade Rating (as defined in the Credit Agreement) by both Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services for our senior unsecured, non-credit-enhanced, long-term debt (in each case, with an outlook of stable or better), with the understanding that identical collateral will be required to be pledged to the Lenders anytime following a release of the collateral that an Investment Grade Rating is not maintained. In addition, prior to our obtaining and maintaining investment grade credit ratings, our and the guarantors’ obligations under the Credit FacilitiesAgreement are collateralized by substantially all of our and the guarantors’ assets. We have not achieved these ratings as of March 31, 2011.
        Additional discussion of our Credit Facilities, including amounts outstanding and applicable interest rates, is included in Note 65 to our condensed consolidated financial statements included in this Quarterly Report.
        We have entered into interest rate swap agreements to hedge our exposure to variable interest payments related to our Credit Facilities. These agreements are more fully described in Note 54 to our condensed consolidated financial statements included in this Quarterly Report, and in “Item 3. Quantitative and Qualitative Disclosures about Market Risk” below.
European Letter of Credit Facilities
       Our ability to issue additional letters of credit under our previous European Letter of Credit Facility (“Old European LOC Facility”), which had a commitment of €110.0 million, expired November 9, 2009. We paid annual and fronting fees of 0.875% and 0.10%, respectively, for letters of credit written against the Old European LOC Facility. We had outstanding letters of credit written against the Old European LOC Facility of €42.4 million ($57.8 million) and €77.9 million ($111.5 million) as of September 30, 2010 and December 31, 2009, respectively.
        On October 30, 2009, we entered into a new 364-day unsecured European Letter of Credit Facility (“New European LOC Facility”) with an initial commitment of €125.0 million. The New European LOC Facility is renewable annually and consistent with

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the Old European LOC Facility, is used for contingent obligations in respect of surety and performance bonds, bank guarantees and similar obligations with maturities up to five years. We renewed the New European LOC Facility in October 2010 consistent with its terms for an additional 364-day period. We pay fees of 1.35% and 0.40% for utilized and unutilized capacity, respectively, under our New European LOC Facility. We had outstanding letters of credit drawn on the New European LOC Facility of €46.8€59.5 million ($63.884.3 million) and €2.8€55.7 million ($4.074.5 million) as of September 30, 2010March 31, 2011 and December 31, 2009,2010, respectively.

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        Our ability to issue additional letters of credit under our previous European Letter of Credit Facility (“Old European LOC Facility”), which had a commitment of €110.0 million, expired November 9, 2009. We paid annual and fronting fees of 0.875% and 0.10%, respectively, for letters of credit written against the Old European LOC Facility. We had outstanding letters of credit written against the Old European LOC Facility of €25.6 million ($36.3 million) and €33.3 million ($44.5 million) as of March 31, 2011 and December 31, 2010, respectively.
        Certain banks are parties to both facilities and are managing their exposures on an aggregated basis. As such, the commitment under the New European LOC Facility is reduced by the face amount of existing letters of credit written against the Old European LOC Facility prior to its expiration. These existing letters of credit will remain outstanding, and accordingly offset the €125.0 million capacity of the New European LOC Facility until their maturity, which, as of September 30, 2010,March 31, 2011, was approximately one year for the majority of the outstanding existing letters of credit. After consideration of outstanding letters of creditcommitments under both facilities, the available capacity under the New European LOC Facility was €96.1€107.6 million as of September 30, 2010,March 31, 2011, of which €46.8€59.5 million has been drawn.
        See Note 1211 to our consolidated financial statements included in our 20092010 Annual Report for a discussion of covenants related to our Credit Facilities and our New European LOC Facility. We complied with all covenants through September 30, 2010.March 31, 2011.
Liquidity Analysis
        Our cash balance decreased by $343.7$268.7 million to $310.6$288.9 million as of September 30, 2010March 31, 2011 as compared with December 31, 2009.2010. The cash draw was primarily due to the acquisition of Valbart for $199.4 million in cash during the third quarter of 2010 andanticipated based on planned significant cash uses in 2010,the first quarter of 2011, including the funding of increased working capital requirements, broad-based annual employee incentive compensation program payments related to prior period performance, reductions in advanced cash received from customers, $46.4$23.5 million in capital expenditures, $47.4$16.1 million in dividend payments $34.1and $13.8 million of share repurchases and the funding of increased working capital requirements.repurchases. We monitor the depository institutions that hold our cash and cash equivalents on a regular basis, and we believe that we have placed our deposits with creditworthy financial institutions.
        Approximately 1%5% of our term loan is due to mature in 20102011 and 26%5% in 2011.2012. As noted above, our term loan and our revolving line of credit both mature in August 2012.December 2015. After the effects of $380.0$345.0 million of notional interest rate swaps, approximately 70% of our term debt was at fixed rates at September 30, 2010.March 31, 2011. As of September 30, 2010,March 31, 2011, we had a borrowing capacity of $283.8$366.0 million on our $400.0$500.0 million revolving line of credit, and we had outstanding letters of credit drawn on ourthe both of the European LOC Facilities of €89.2 million.€85.1 million as of March 31, 2011. Our revolving line of credit and our European LOC FacilitiesFacility are committed and are held by a diversified groupsgroup of financial institutions.
        We experienced significant declinesDuring the three months ended March 31, 2011 and 2010, we made no contributions to our U.S. pension plan. At December 31, 2010, as a result of increases in the values of the plan’s assets and our contributions to the plan, our U.S. pension plan assets in 2008 resulting primarily from declines in global equity markets. The decline is being recognized into earnings over the remaining service period. In 2009, we experienced increases in the values of our U.S. pension plan assets.was fully funded. After consideration of the impact of our contributions in 2009, the partial recovery in 2009 of asset value declines in 2008 and our intent to remain fully-funded,maintain fully funded status, as defined by the U.S. Pension Protection Act, we contributed $30.0 millioncurrently anticipate our contribution to our U.S. pension plan during the nine months ended September 30 2010,in 2011 will be between $7 million and $10 million, 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.
        Lingering effectsWe experienced limited shipment delays in the first quarter of global financial markets2011 resulting from the recent developing political and banking systems disruptions experiencedeconomic conditions in 2008North Africa. We estimate the unfavorable impact on operating income of these shipment delays was $2.5 million in the first quarter of 2011, with EPD and 2009IPD impacted $1.8 million and $0.7 million, respectively. We are closely monitoring the conditions in the Middle East and North Africa and, while there are many potential outcomes in each individual country, based on current facts and circumstances as we understand them, we anticipate that the delayed shipments should be released throughout the remainder of the year. Additionally, although our organization and assets were not directly affected by the earthquake and tsunami in Japan, we continue to make creditassess the conditions and capital markets difficult for some companiespotential adverse impacts, in particular as they relate to access, and the costs of newly raised debt for most companies have generally increased. We continue to monitor and evaluate the implications of these factors on our current business (including our access to capital), our customers and suppliers and the state of the global economy. While credit and capital markets have stabilized somewhat in recent months, additional disruptions or lingering uncertainty in the functioning of these markets could potentially materially impair our and our customers’ ability to access these markets and increase associated costs,impacted geographical regions, as well as our customers’ abilitypotential regulatory impacts to pay in full and/the overall civilian nuclear market. We did not experience any significant adverse impacts due to shipment delays, collection issues or on a timely basis.supply chain disruptions during the first quarter of 2011.
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 more critical accounting policies used in the preparation of our condensed consolidated financial statements were discussed in our 20092010 Annual Report.
        Effective January 1, 2011, we adopted ASU No. 2009-13, “Revenue Recognition (ASC 605): Multiple-Deliverable Revenue

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Arrangements — a consensus of the FASB Emerging Issues Task Force,” which resulted in expanded disclosure requirements regarding our revenue recognition policy (see “Revenue Recognition” below). Our adoption of ASU No. 2009-13, effective January 1, 2011, had no impact on our consolidated financial condition or results of operations. Except for the incremental revenue recognition policy disclosure included below, we believe that there were no significant changes in those critical accounting policies and estimates during the three months ended March 31, 2011.
Revenue Recognition
        Revenues for product sales are recognized when the risks and rewards of ownership are transferred to the customers, which is typically based on the contractual delivery terms agreed to with the customer and fulfillment of all but inconsequential or perfunctory actions. In addition, our policy requires persuasive evidence of an arrangement, a fixed or determinable sales price and reasonable assurance of collectability. We defer the recognition of revenue when advance payments are received from customers before performance obligations have been completed and/or services have been performed. Freight charges billed to customers are included in sales and the related shipping costs are included in cost of sales in our consolidated statements of income. Our contracts typically include cancellation provisions that require customers to reimburse us for costs incurred up to the date of cancellation as well as any contractual cancellation penalties.
        We enter into certain contracts with multiple deliverables that may include any combination of designing, developing, manufacturing, modifying, installing and commissioning of flow control equipment and providing services related to the performance of such products. Delivery of these products and services typically occurs within a one to two-year period, although many arrangements, such as “book and ship” type orders, have a shorter timeframe for delivery. We aggregate or separate deliverables into units of accounting based on whether the deliverable(s) have stand-alone value to the customer and when no general right of return exists. Contract value is allocated ratably to the units of accounting in the arrangement based on their relative selling prices determined as if the deliverables were sold separately.
        Revenues for long-term contracts, including separate units of accounting from multiple-deliverable contracts, that exceed certain internal thresholds regarding the size, complexity and duration of the project and provide for the receipt of progress billings from the customer are recorded on the percentage of completion method with progress measured on a cost-to-cost basis. Percentage of completion revenue represents approximately 9% of our consolidated sales for the three months ended both March 31, 2011 and 2010.
        Revenue on service and repair contracts is recognized after services have been agreed to by the customer and rendered. Revenues generated under fixed fee service and repair contracts are recognized on a ratable basis over the term of the contract. These contracts can range in duration, but generally extend for up to five years. Fixed fee service contracts represent less than 1% of our consolidated sales for the three months ended both March 31, 2011 and 2010.
        In certain instances, we provide guaranteed completion dates under the terms of our contracts. Failure to meet contractual delivery dates can result in late delivery penalties or non-recoverable costs. In instances where the payment of such costs are deemed to be probable, we perform a project profitability analysis accounting for such costs as a reduction of realizable revenues, which could potentially cause estimated total project costs to exceed projected total revenues realized from the project. In such instances, we would record reserves to cover such excesses in the period they are determined. In circumstances where the total projected reduced revenues still exceed total projected costs, the incurrence of unrealized incentive fees or non-recoverable costs generally reduces profitability of the project at the time of subsequent revenue recognition. Our reported results would change if different estimates were used for contract costs or if different estimates were used for contractual contingencies.
        Other critical policies, for which no significant changes have occurred in the ninethree months ended September 30, 2010,March 31, 2011, include:
  Revenue Recognition;
Deferred Taxes, Tax Valuation Allowances and Tax Reserves;
  Reserves for Contingent Loss;

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  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 accounting principles generally accepted in the United States (“GAAP”)U.S. 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.

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        Based on an assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, we believe that our condensed consolidated financial statements provide a meaningful and fair perspective of our consolidated financial condition and results of operations. This is not to suggest that other general risk factors, such as changes in worldwide demand, changes in material costs, performance of acquired businesses and others, could not adversely impact our consolidated financial condition, results of operations and cash flows in future periods. See “Cautionary Note Regarding Forward-Looking Statements” below.
ACCOUNTING DEVELOPMENTS
        WeThere have presented the information aboutbeen no accounting pronouncements that have been issued but not yet implemented that we believe will have a material impact our consolidated financial condition or results of operations, as discussed 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,” “projects,” “predicts,” “plans,” “anticipates,” “estimates,” “believes,” “forecasts,” “predicts”“forecasts” 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;
risks associated with cost overruns on fixed fee projects and in taking customer orders for large complex custom engineered products requiring sophisticated program management skills and technical expertise for completion;
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;
our ability to execute and realize the expected financial benefits from our strategic realignment initiatives;
economic, political and other risks associated with our international operations, including military actions or trade embargoes that could affect customer markets, particularly 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;
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;
risks associated with cost overruns on fixed fee projects and in taking 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;
our ability to execute and realize the expected financial benefits from our strategic realignment initiatives;
economic, political and other risks associated with our international operations, including military actions or trade embargoes that could affect customer markets, particularly 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;
our exposure to fluctuations in foreign currency exchange rates, particularly in hyperinflationary countries such as Venezuela;
our furnishing of products and services to nuclear power plant facilities and other critical applications;

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our exposure to fluctuations in foreign currency exchange rates, including hyperinflationary countries such as Venezuela;
our furnishing of products and services to nuclear power plant facilities;
potential adverse consequences resulting from litigation to which we are a party, such as litigation involving asbestos-containing material claims;
a foreign government investigation regarding our participation in the United Nations Oil-for-Food Program;
expectations regarding acquisitions and the integration of acquired businesses;
risks associated with certain of our foreign subsidiaries conducting business operations and sales in certain countries that have been identified by the U.S. State Department as state sponsors of terrorism;
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;
our inability to protect our intellectual property in the U.S., as well as in foreign countries; and
obligations under our defined benefit pension plans.
potential adverse consequences resulting from litigation to which we are a party, such as litigation involving asbestos-containing material claims;
a foreign government investigation regarding our participation in the United Nations Oil-for-Food Program;
expectations regarding acquisitions and the integration of acquired businesses;
risks associated with certain of our foreign subsidiaries autonomously conducting limited business operations and sales in certain countries identified by the U.S. State Department as state sponsors of terrorism;
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;
our inability to protect our intellectual property in the U.S., as well as in foreign countries; and
obligations under our defined benefit pension plans.
        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 20092010 Annual Report, and may be identified in our Quarterly Reports on Form 10-Q and our other filings with the U.S. Securities and Exchange Commission (“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.

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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. We are exposed to credit-related losses in the event of non-performance by counterparties to financial instruments, including interest rate swaps and forward exchange contracts, but we currently expect all 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 Credit Facilities, which bear interest based on floating rates. At September 30, 2010,March 31, 2011, after the effect of interest rate swaps, we had $159.8$148.8 million of variable rate debt obligations outstanding under our Credit Facilities with a weighted average interest rate of 1.81%2.31%. A hypothetical change of 100 basis points in the interest rate for these borrowings, assuming constant variable rate debt levels, would have changed interest expense by $1.2$0.4 million for the ninethree months ended September 30, 2010.March 31, 2011. At September 30, 2010March 31, 2011 and December 31, 2009,2010, we had $380.0 million$345.0 and $385.0$350.0 million, respectively, of notional amount in outstanding interest rate swaps with third parties with varying maturities through December 2011.March 2014.
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 a non-U.S. subsidiary’s functional currency. Generally, we view our investments in foreign subsidiaries from a long-term perspective and, therefore, do not hedge these investments. We use capital structuring techniques to manage our investment in foreign subsidiaries as deemed necessary. We realized net gains (losses) associated with foreign currency translation of $96.4$48.8 million and $34.7($37.5) million for the three months ended September 30,March 31, 2011 and 2010, and 2009, respectively, and $(1.9) million and $69.5 million for the nine months ended September 30, 2010 and 2009, respectively, which are included in other comprehensive income.income (expense).
        We employ a foreign currency risk management strategy to minimize potential changes in cash flows from unfavorable foreign currency exchange rate movements. The use of forward exchange contracts allows us to mitigate transactional exposure to exchange rate fluctuations as the gains or losses incurred on the forward exchange contracts will offset, in whole or in part, losses or gains on the underlying foreign currency exposure. Our policy allows foreign currency coverage only for identifiable foreign currency exposures. As of September 30, 2010,March 31, 2011, we had a U.S. dollar equivalent of $456.3$384.6 million in aggregate notional amount outstanding in forward exchange contracts with third parties, compared with $309.6$358.5 million at December 31, 2009.2010. Transactional currency gains and losses arising from transactions outside of our sites’ functional currencies and changes in fair value of certain forward exchange contracts are included in our consolidated results of operations. We recognized foreign currency net gains (losses) of $14.1$8.7 million and $6.6($21.7) million for the three months ended September 30,March 31, 2011 and 2010, and 2009, respectively, and $(22.0) million and $(3.0) million for the nine months ended September 30, 2010 and 2009, respectively, which are included in other expense,income (expense), net in the accompanying condensed consolidated statements of income. The net (losses) gainsAs discussed above, include the impact of a one-time $12.4 million loss recognizedin more detail in Note 1 to our condensed consolidated financial statements included in this Quarterly Report, during the first quarter of 2010 we recognized an $8.9 million net loss as a result of Venezuela’s currency devaluation partially offset by realized foreign currency exchange gains of $0.2 million and $4.0 million for the three and nine months ended September 30, 2010, respectively, related to the settlement of U.S. dollar denominated liabilities at the more favorable essential items exchange rate of 2.60 Bolivars to the U.S. dollar. See Note 1 to our condensed consolidated financial statements included in this Quarterly Report for additional information.
        Based on a sensitivity analysis at September 30, 2010,March 31, 2011, a 10% change in the foreign currency exchange rates for the ninethree months ended September 30, 2010March 31, 2011 would have impacted the translation of our net earnings into U.S. dollars by approximately $18$6 million, due primarily to the Euro. 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 forward exchange contracts discussed above.

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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 September 30, 2010.March 31, 2011. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2010.March 31, 2011.
Changes in Internal Control Over Financial Reporting
        There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2010March 31, 2011 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 1211 to our condensed consolidated financial statements included in “Item 1. Financial Statements”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 these matters, either individually or in the aggregate, to have a material 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”Factors.” in Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”Operations.” in Part II of our 20092010 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 additional material changes in the risk factors discussed in our 20092010 Annual Report and subsequent SEC filings. The risks described in this Quarterly Report, our 20092010 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.
        On February 27, 2008, our Board of Directors announced the approval of a program to repurchase up to $300.0 million of our outstanding common stock, which commenced in the second quarter of 2008. The 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. During the quarter ended September 30, 2010,March 31, 2011, we repurchased a total of 112,500 shares of our common stock under the program for approximately $11.0$13.8 million (representing an average cost of $97.55$122.84 per share). Since the adoption of this program, we have repurchased a total of 2.62.8 million shares of our common stock under the program for $240.0$265.7 million (representing an average cost of $91.49$93.30 per share). We may repurchase up to an additional $60.0$34.3 million of our common stock under the share repurchase program. The following table sets forth the repurchase data for each of the three months during the quarter ended September 30, 2010:March 31, 2011:
                 
              Maximum Number of
              Shares (or Approximate
          Total Number of Dollar Value) That May
          Shares Purchased as Yet Be Purchased Under
  Total Number of Average Price Part of Publicly the
Period Shares Purchased Paid per Share Announced Plan Plan (in millions)
July 1 - 31  65  (1)   $95.85   -         $71.0 
August 1 - 31  113,835  (2)  97.59   112,500   60.0 
September 1 - 30  170  (3)  104.33   -       60.0 
           
Total  114,070    $97.60   112,500     
           
                                         
              Maximum Number of
              Shares (or Approximate
          Total Number of  Dollar Value) That May
          Shares Purchased as  Yet Be Purchased Under
     Total Number of     Average Price     Part of Publicly  the
 Period    Shares Purchased     Paid per Share     Announced Plan  Plan (in millions)
 January 1 - 31  259 (1)   $119.22         $48.1 
 February 1 - 28  29,985 (2) 131.50       48.1 
 March 1 - 31  188,687 (3) 123.91   112,500   34.3 
           
 Total  218,931     $124.94   112,500     
           
 (1) Represents shares that were tendered by employees to satisfy minimum tax withholding amounts for restricted stock awards at an average price per share of $95.85.$119.22.
 
 (2) Includes 273Represents shares that were tendered by employees to satisfy minimum tax withholding amounts for restricted stock awards at an average price per share of $93.80,$131.50.
(3)Includes 75,326 shares that were tendered by employees to satisfy minimum tax withholding amounts for restricted stock awards at an average price per share of $125.48, and includes 1,062861 shares purchased at a price of $102.79$126.88 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.
(3)Represents shares that were tendered by employees to satisfy minimum tax withholding amounts for restricted stock awards at an average price per share of $104.33.

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Item 3. Defaults Upon Senior Securities.
        None.
Item 4. (Removed and Reserved)
Item 5. Other Information.
        None.

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Item 6. Exhibits.
   
Exhibit No.
 Description
   
3.1 Restated Certificate of Incorporation of Flowserve Corporation (incorporated by reference to Exhibit 3(i) to the Registrant’s Current Report on Form 8-K/A dated August 16, 2006).
   
3.2 Flowserve Corporation By-Laws, as amended and restated on May 17, 2010 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May 18, 2010).
10.1Trust for Non-Qualified Deferred Compensation Benefit Plans, dated February 10, 2011 (incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K dated February 23, 2011).*
10.2First Amendment to the Flowserve Corporation Executive Officer Change In Control Severance Plan, effective January 1, 2011 (incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K dated February 23, 2011).*
10.3First Amendment to the Flowserve Corporation Officer Change In Control Severance Plan, effective January 1, 2011 (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K dated February 23, 2011).*
10.4First Amendment to the Flowserve Corporation Key Management Change In Control Severance Plan, effective January 1, 2011 (incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K dated February 23, 2011).*
   
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
   
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
*Management contracts and compensatory plans and arrangements required to be filed as exhibits to this Quarterly Report on Form 10-Q.

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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: OctoberApril 27, 20102011 /s/ Mark A. Blinn   
 Mark A. Blinn  
 President and Chief Executive Officer
(Principal Executive Officer) 
 
 
Date: OctoberApril 27, 20102011 /s/ Richard J. Guiltinan, Jr.   
 Richard J. Guiltinan, Jr.  
 Senior Vice President, Finance and Chief Accounting Officer
(Principal Financial Officer) 
 
 

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Exhibits Index
   
Exhibit No.
 Description
   
3.1 Restated Certificate of Incorporation of Flowserve Corporation (incorporated by reference to Exhibit 3(i) to the Registrant’s Current Report on Form 8-K/A dated August 16, 2006).
   
3.2 Flowserve Corporation By-Laws, as amended and restated on May 17, 2010August 31, 2009 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May 18,August 31, 2009).
10.12007 Flowserve Corporation Long-Term Stock Incentive Plan, as amended and restated effective January 1, 2010 (incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K dated February 24, 2010).*
10.22007 Flowserve Corporation Annual Incentive Plan, as amended and restated effective January 1, 2010 (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K dated February 24, 2010).*
10.3Flowserve Corporation Officer Severance Plan, amended and restated effective January 1, 2010 (incorporated by reference to Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K dated February 24, 2010).*
   
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
   
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
*Management contracts and compensatory plans and arrangements required to be filed as exhibits to this Quarterly Report on Form 10-Q.

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