FLS 8-K
Flowserve Corp (FLS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) | |||
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition. |
On February 5, 2026, Flowserve Corporation, a New York corporation (the “Company”), issued a press release announcing financial results for the fourth quarter and full year ended December 31, 2025. A copy of this press release is attached as Exhibit 99.1 and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
Fourth Quarter and Full Year 2025 Financial and Operating Results
On February 6, 2026, the Company will make a presentation about its financial and operating results for the fourth quarter and full year ended December 31, 2025, as noted in the press release described in Item 2.02 above. The Company has posted the presentation on its website at http://www.flowserve.com under the “Investors” section.
Acquisition of Trillium Flow Technologies’ Valves Division
On February 4, 2026, the Company entered into a definitive agreement to acquire Trillium Flow Technologies’ Valves Division, a market leading provider of highly engineered mission-critical valves used in nuclear and traditional power generation, industrial, and critical infrastructure applications, for $490 million in cash (the “Transaction”).
Closing of the Transaction is expected to occur mid-year 2026. The Company expects to fund the Transaction through a combination of cash on hand and additional debt. The Transaction is subject to the satisfaction of customary closing conditions and regulatory approvals.
In connection with the Transaction, Goldman Sachs & Co LLC is serving as exclusive financial advisor and Baker McKenzie LLP is serving as legal counsel to the Company.
On February 5, 2026, the Company issued a press release announcing the Transaction, a copy of which is furnished as Exhibit 99.2 hereto.
The information furnished in Items 2.02 and 7.01 of this Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.
Forward-Looking Statements and Cautionary Statements
This Current Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or phrases such as, “may,” “should,” “expects,” “could,” “intends,” “plans,” “anticipates,” “estimates,” “believes,” “forecasts,” “predicts” or other similar expressions are intended to identify forward-looking statements, which include, without limitation, earnings forecasts, statements relating to our business strategy and statements of expectations, beliefs, future plans and strategies and anticipated developments concerning our industry, business, operations and financial performance and condition.
The forward-looking statements included in this Current 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: global supply chain disruptions and the current inflationary environment could adversely affect the efficiency of our manufacturing and increase the cost of providing our products to customers; 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 global economic conditions 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; if we are not able to successfully execute and realize the expected financial benefits from any restructuring and realignment initiatives, our business could be adversely affected; the substantial dependence of our sales on the success of the energy, chemical, power generation and general industries; the adverse impact of volatile raw materials prices on our products and operating margins; economic, political and other risks associated with our international operations, including military actions, trade embargoes, epidemics or pandemics and changes to tariffs or trade agreements that could affect customer markets, particularly North African, Latin American, Asian and Middle Eastern markets and global oil and gas producers, and non-compliance with U.S. export/re-export control, foreign corrupt practice laws, economic sanctions and import laws and regulations; the impact of public health emergencies, such as outbreaks of epidemics, pandemics, and contagious diseases, on our business and operations; increased aging and slower collection of receivables, particularly in Latin America and other emerging markets; potential adverse effects resulting from the implementation of new tariffs and related retaliatory actions and changes to or uncertainties related to tariffs and trade agreements; our exposure to fluctuations in foreign currency exchange rates, including in hyperinflationary countries such as Argentina; potential adverse consequences resulting from litigation to which we are a party, such as litigation involving asbestos-containing material claims; expectations regarding acquisitions and the integration of acquired businesses; 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; if we are not able to maintain our competitive position by successfully developing and introducing new products and integrate new technologies, including artificial intelligence and machine learning; environmental compliance costs and liabilities; potential work stoppages and other labor matters; access to public and private sources of debt financing; our inability to protect our intellectual property in the United States, as well as in foreign countries; obligations under our defined benefit pension plans; our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud; the recording of increased deferred tax asset valuation allowances in the future or the impact of tax law changes on such deferred tax assets could affect our operating results; our information technology infrastructure could be subject to service interruptions, data corruption, cyber-based attacks or network security breaches, which could disrupt our business operations and result in the loss of critical and confidential information; ineffective internal controls could impact the accuracy and timely reporting of our business and financial results; and other factors described from time to time in our filings with the Securities and Exchange Commission.
All forward-looking statements included in this Current Report are based on information available to us on the date hereof, and we assume no obligation to update any forward-looking statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release, dated February 5, 2026. | |
| 99.2 | Press Release, dated February 5, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FLOWSERVE CORPORATION | ||||||
| Dated: February 5, 2026 | By: | /s/ Amy B. Schwetz | ||||
| Amy B. Schwetz | ||||||
| Senior Vice President, Chief Financial Officer | ||||||
EXHIBIT 99.1
Flowserve Corporation Reports Fourth Quarter and Full Year 2025 Results
3D Growth Strategy and Flowserve Business System Deliver Strong Q4 and Full Year Results;
Initiated 2026 Guidance and 2030 Financial Targets
DALLAS, February 5, 2026 – Flowserve Corporation (NYSE: FLS), a leading provider of flow control products and services for the global infrastructure markets, reported its financial results for the fourth quarter and full year ended December 31, 2025.
Q4 and FY 2025 Highlights:
| • | Fourth quarter bookings of $1.2 billion, including 10% aftermarket growth to over $680 million |
| • | Fourth quarter operating margin of 3.5%, including one-time impact from asbestos divestiture, and adjusted1 operating margin2 of 16.8% |
| • | Fourth quarter reported and adjusted earnings per share (EPS)3 of ($0.23) and $1.11, respectively. Reported EPS includes adjusted net expense items of $1.34, comprised of the one-time impact from asbestos divestiture, among other items |
| • | Full year bookings of $4.7 billion, including approximately $400 million in nuclear awards |
| • | Full year cash from operations of $506 million driven by strong earnings and working capital management, with $365 million of cash returned to shareholders through dividends and share repurchases |
2026 and Strategic Highlights:
| • | Announced acquisition of Trillium Flow Technologies’ Valves Division4 |
| • | Initiated full year 2026 guidance3, including total sales growth of 5% to 7% and adjusted EPS of $4.00 to $4.20, which at the midpoint, represents a 13% increase versus full year 2025 adjusted EPS3 |
| • | Established 2030 financial targets including mid-single digit organic sales CAGR, ~20% adjusted operating margin, and double digit adjusted EPS CAGR |
Management Commentary:
“We delivered outstanding financial results in the fourth quarter and for the full year 2025,” said Scott Rowe, Flowserve’s President and Chief Executive Officer. “I am incredibly proud of our global team’s dedication and strong execution of the Flowserve Business System, which has been instrumental in reaching our 2027 adjusted operating margin target two years ahead of schedule.”
Rowe continued, “With healthy end markets, a focus on expanding power generation opportunities, and the continued progress of the Flowserve Business System, we are confident in our 2026 guidance and updated long-term financial targets. We have significant operational momentum and are executing with discipline to drive greater value for our associates, customers, and shareholders.”
Acquisition of Trillium Flow Technologies’ Valves Division4:
In a separate press release issued today, the Company also announced it had signed a definitive agreement to acquire Trillium Flow Technologies’ Valves Division, a market leading provider of highly engineered mission-critical valves and actuators used in nuclear, traditional power, industrial, and critical infrastructure applications. The press release can be viewed on Flowserve’s Investors page.
Key Figures (unaudited):
| (dollars in millions, except per share) |
2025 Q4 | 2024 Q4 | Change | 2025 | 2024 | Change | ||||||||||||||||||
| Original Equipment Bookings |
$ | 526.6 | $ | 557.2 | (5.5 | %) | $ | 2,068.5 | $ | 2,238.4 | (7.6 | %) | ||||||||||||
| Aftermarket Bookings |
$ | 682.3 | $ | 618.1 | 10.4 | % | $ | 2,644.5 | $ | 2,422.4 | 9.2 | % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total Bookings |
$ | 1,208.9 | $ | 1,175.3 | 2.9 | % | $ | 4,713.0 | $ | 4,660.8 | 1.1 | % | ||||||||||||
| Organic Sales5 |
0.8 | % | 0.9 | % | ||||||||||||||||||||
| Acquisitions Impact |
30 bps | 220 bps | ||||||||||||||||||||||
| Foreign Exchange Impact |
240 bps | 70 bps | ||||||||||||||||||||||
| Reported Sales |
$ | 1,222.2 | $ | 1,180.3 | 3.5 | % | $ | 4,729.3 | $ | 4,557.8 | 3.8 | % | ||||||||||||
| Operating Margin |
3.5 | % | 10.6 | % | (710 bps | ) | 8.5 | % | 10.1 | % | (160 bps | ) | ||||||||||||
| Adjusted Operating Margin |
16.8 | % | 12.6 | % | 420 bps | 14.8 | % | 11.8 | % | 300 bps | ||||||||||||||
| Earnings Per Share |
($ | 0.23 | ) | $ | 0.59 | (139.0 | %) | $ | 2.64 | $ | 2.14 | 23.4 | % | |||||||||||
| Adjusted Earnings Per Share |
$ | 1.11 | $ | 0.70 | 58.6 | % | $ | 3.64 | $ | 2.63 | 38.4 | % | ||||||||||||
| Cash From Operations6 |
($ | 0.2 | ) | $ | 197.3 | ($ | 197.5 | ) | $ | 505.9 | $ | 425.3 | $ | 80.6 | ||||||||||
| Backlog |
$ | 2,867.8 | $ | 2,789.6 | 2.8 | % | $ | 2,867.8 | $ | 2,789.6 | 2.8 | % | ||||||||||||
2026 Guidance3:
The Company initiated 2026 guidance:
| Organic Sales Growth |
+1% to +3% | |
| Impact From Acquisitions |
Approx. +300 bps | |
| Impact From Foreign Exchange Translation |
Approx. +100 bps | |
| Total Sales Growth |
+5% to +7% | |
| Adjusted EPS |
$4.00 to $4.20 | |
| Net Interest Expense |
Approx. $80 million | |
| Adjusted Tax Rate |
21% to 22% | |
| Capital Expenditures |
$90 million to $100 million |
2
Full-year 2026 guidance assumes the acquisition of Trillium Flow Technologies’ Valves Division closes mid-year 2026 and, including incremental interest expense related to financing the acquisition, the acquisition will be roughly neutral to 2026 adjusted EPS. The guidance also assumes tariff rates in place as of February 1, 2026.
2030 Financial Targets:
The Company introduced 2030 financial targets, which include expectations for:
| Organic Sales CAGR (2025-2030) | Mid-Single Digit Growth | |
| Adjusted Operating Margin (by 2030) | ~20% | |
| Adjusted EPS CAGR (2025-2030) | Double-Digit Growth |
Webcast and Conference Call Instructions:
Flowserve will host its conference call to discuss fourth quarter and full year results on Friday, February 6, at 10:00 a.m. Eastern Time. The call can be accessed by shareholders and other interested parties on Flowserve’s Investors page.
Footnotes
| 1 | See Consolidated Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measure (unaudited) and Segment Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measure (unaudited) tables for a detailed reconciliation of reported results to adjusted measures. |
| 2 | Adjusted operating margin is calculated by dividing adjusted operating income by sales. Adjusted operating income is derived by excluding the adjusted items. |
| 3 | Adjusted EPS excludes realignment expenses, the impact from other specific discrete and below-the-line foreign currency effects and utilizes the then-applicable FX rates and fully diluted shares. Adjusted 2026 EPS excludes certain other discrete items which may arise during the year. |
| 4 | Transaction excludes Trillium Valves’ French operations. |
| 5 | Organic is defined as the change in Sales, as defined by U.S. GAAP, excluding the impacts of currency translation and acquisitions. The impact of currency translation is calculated by translating current year results on a monthly basis at prior year exchange rates for the same period. |
| 6 | Cash from Operations for the fourth quarter 2025 includes a ($199) million one-time impact from legacy asbestos liabilities divestiture. Cash from Operations for the full year 2025 includes the impact of a $173 million one-time merger termination fee paid to Flowserve (net of incurred transaction costs and taxes) and a ($199) million one-time impact from legacy asbestos liabilities divestiture. |
3
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| Three Months Ended December 31, | ||||||||
| (Amounts in thousands, except per share data) | 2025 | 2024 | ||||||
| Sales |
$ | 1,222,191 | $ | 1,180,348 | ||||
| Cost of sales |
(796,956 | ) | (808,234 | ) | ||||
|
|
|
|
|
|||||
| Gross profit |
425,235 | 372,114 | ||||||
| Selling, general and administrative expense |
(247,863 | ) | (251,966 | ) | ||||
| Loss on divestiture of asbestos-related assets and liabilities |
(140,092 | ) | — | |||||
| Net earnings from affiliates |
4,893 | 4,557 | ||||||
|
|
|
|
|
|||||
| Operating income |
42,173 | 124,705 | ||||||
| Interest expense |
(19,574 | ) | (20,481 | ) | ||||
| Interest income |
2,488 | 1,625 | ||||||
| Other income (expense), net |
(18,294 | ) | (137 | ) | ||||
|
|
|
|
|
|||||
| Earnings before income taxes |
6,793 | 105,712 | ||||||
| Provision for income taxes |
(28,529 | ) | (22,202 | ) | ||||
|
|
|
|
|
|||||
| Net earnings, including noncontrolling interests |
(21,736 | ) | 83,510 | |||||
| Less: Net earnings attributable to noncontrolling interests |
(7,259 | ) | (5,969 | ) | ||||
|
|
|
|
|
|||||
| Net (loss) earnings attributable to Flowserve Corporation |
$ | (28,995 | ) | $ | 77,541 | |||
|
|
|
|
|
|||||
| Net earnings per share attributable to Flowserve Corporation common shareholders: |
|
|||||||
| Basic |
$ | (0.23 | ) | $ | 0.59 | |||
| Diluted |
(0.23 | ) | 0.59 | |||||
| Weighted average shares – basic |
127,294 | 131,393 | ||||||
| Weighted average shares – diluted |
128,411 | 132,395 | ||||||
4
Consolidated Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measure (Unaudited)
(Amounts in thousands, except per share data)
|
Three Months Ended December 31, 2025 |
Gross Profit | Selling, General & Administrative Expense |
Loss on Divestiture of Asbestos- Related Assets and Liabilities |
Operating Income |
Other Income (Expense), Net |
Provision For (Benefit From) Income Taxes |
Net Earnings (Loss) |
Effective Tax Rate |
Diluted EPS |
|||||||||||||||||||||||||||
| Reported |
$ | 425,235 | $ | 247,863 | $ | 140,092 | $ | 42,173 | $ | (18,294 | ) | $ | 28,529 | $ | (28,995 | ) | 420.1 | % | (0.23 | ) | ||||||||||||||||
| Reported as a percent of sales |
34.8 | % | 20.3 | % | 11.5 | % | 3.5 | % | -1.5 | % | 2.3 | % | -2.4 | % | ||||||||||||||||||||||
| Realignment charges (a) |
14,061 | (2,115 | ) | — | 16,176 | — | 3,591 | 12,585 | 22.2 | % | 0.10 | |||||||||||||||||||||||||
| Acquisition related (b)(c) |
(126 | ) | (5,181 | ) | — | 5,055 | — | 1,189 | 3,866 | 23.5 | % | 0.03 | ||||||||||||||||||||||||
| Purchase accounting step-up and intangible asset amortization (d) |
438 | (1,300 | ) | — | 1,738 | — | 409 | 1,329 | 23.5 | % | 0.01 | |||||||||||||||||||||||||
| Discrete items (e)(f) |
15 | (296 | ) | — | 311 | 8,564 | 206 | 8,669 | 2.3 | % | 0.07 | |||||||||||||||||||||||||
| Loss on asbestos divestiture (g) |
— | — | (140,092 | ) | 140,092 | — | 2,644 | 137,448 | 1.9 | % | 1.07 | |||||||||||||||||||||||||
|
Below-the-line foreign exchange impacts (h) |
— | — | — | — | 7,096 | (1,156 | ) | 8,252 | -16.3 | % | 0.06 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Adjusted |
$ | 439,623 | $ | 238,971 | $ | — | $ | 205,543 | $ | (2,634 | ) | $ | 35,411 | $ | 143,154 | 19.1 | % | 1.11 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Adjusted as a percent of sales |
36.0 | % | 19.6 | % | 0.0 | % | 16.8 | % | -0.2 | % | 2.9 | % | 11.7 | % | ||||||||||||||||||||||
Note: Amounts may not calculate due to rounding
| (a) | Charges represent realignment costs incurred as a result of realignment programs, net of a $6,888 gain associated with the divestiture of a pump product line. |
| (b) | Charge represents $3,315 of acquisition and integration related costs associated with the MOGAS acquisition. |
| (c) | Charge represents $1,740 of costs associated with merger and acquisition activity. |
| (d) | Charge represents amortization of acquisition related intangible assets associated with the MOGAS acquisition. |
| (e) | Charge represents non-cash share-based compensation expense associated with a one-time discretionary restricted stock grant, subject to three-year cliff vesting, provided to certain employees in conjunction with the freeze of our US Qualified pension plan. |
| (f) | Charge includes $641 for a non-cash pension settlement accounting loss incurred in conjunction with the freeze of our US Qualified pension plan and $7,923 for a non-cash pension settlement accounting loss incurred in conjunction with a United Kingdom based pension plan. |
| (g) | Charge represents the one-time loss associated with the divestiture of our asbestos-related assets and liabilities including $199,000 of cash funded to the divested entity and $8,335 of transaction costs incurred. |
| (h) | Below-the-line foreign exchange impacts represent the remeasurement of foreign exchange derivative contracts as well as the remeasurement of assets and liabilities that are denominated in a currency other than a site’s respective functional currency. |
|
Three Months Ended December 31, 2024 |
Gross Profit | Selling, General & Administrative Expense |
Operating Income |
Other Income (Expense), Net |
Provision For (Benefit From) Income Taxes |
Net Earnings (Loss) |
Effective Tax Rate |
Diluted EPS |
||||||||||||||||||||||||
| Reported |
$ | 372,114 | $ | 251,966 | $ | 124,705 | $ | (138 | ) | $ | 22,202 | $ | 77,541 | 21.0 | % | 0.59 | ||||||||||||||||
| Reported as a percent of sales |
31.5 | % | 21.3 | % | 10.6 | % | 0.0 | % | 1.9 | % | 6.6 | % | ||||||||||||||||||||
| Realignment charges (a) |
11,569 | (1,570 | ) | 13,139 | — | 2,849 | 10,290 | 21.7 | % | 0.08 | ||||||||||||||||||||||
| Acquisition related (b) |
— | (7,150 | ) | 7,150 | — | 1,682 | 5,468 | 23.5 | % | 0.04 | ||||||||||||||||||||||
| Purchase accounting step-up and intangible asset amortization (c) |
3,067 | (1,033 | ) | 4,100 | — | 1,300 | 2,800 | 31.7 | % | 0.02 | ||||||||||||||||||||||
|
Below-the-line foreign exchange impacts (d) |
— | — | — | (4,370 | ) | (1,423 | ) | (2,947 | ) | 32.6 | % | (0.02 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Adjusted |
$ | 386,750 | $ | 242,213 | $ | 149,094 | $ | (4,508 | ) | $ | 26,610 | $ | 93,152 | 21.2 | % | 0.70 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Adjusted as a percent of sales |
32.8 | % | 20.5 | % | 12.6 | % | -0.4 | % | 2.3 | % | 7.9 | % | ||||||||||||||||||||
Note: Amounts may not calculate due to rounding
| (a) | Charges represent realignment costs incurred as a result of realignment programs of which $8,600 is non-cash. |
| (b) | Charge represents acquisition and integration related costs associated with the MOGAS acquisition. |
| (c) | Charge represents amortization of step-up in value of acquired inventories and acquisition related intangible assets associated with the MOGAS acquisition. |
| (d) | Below-the-line foreign exchange impacts represent the remeasurement of foreign exchange derivative contracts as well as the remeasurement of assets and liabilities that are denominated in a currency other than a site’s respective functional currency. |
5
SEGMENT INFORMATION
(Unaudited)
| FLOWSERVE PUMPS DIVISION | Three Months Ended December 31, | |||||||
| (Amounts in millions, except percentages) | 2025 | 2024 | ||||||
| Bookings |
$ | 883.6 | $ | 816.4 | ||||
| Sales |
833.0 | 794.9 | ||||||
| Gross profit |
305.2 | 255.7 | ||||||
| Gross profit margin |
36.6 | % | 32.2 | % | ||||
| SG&A |
143.4 | 131.4 | ||||||
| Segment operating income |
166.8 | 129.1 | ||||||
| Segment operating income as a percentage of sales |
20.0 | % | 16.2 | % | ||||
| FLOW CONTROL DIVISION | Three Months Ended December 31, | |||||||
| (Amounts in millions, except percentages) | 2025 | 2024 | ||||||
| Bookings |
$ | 330.3 | $ | 363.4 | ||||
| Sales |
391.5 | 387.9 | ||||||
| Gross profit |
123.5 | 118.5 | ||||||
| Gross profit margin |
31.5 | % | 30.5 | % | ||||
| SG&A |
59.5 | 73.9 | ||||||
| Segment operating income |
64.0 | 44.6 | ||||||
| Segment operating income as a percentage of sales |
16.3 | % | 11.5 | % | ||||
6
Segment Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measure (Unaudited)
(Amounts in thousands)
Flowserve Pumps Division
| Three Months Ended |
Gross Profit | Selling, General & Administrative Expense |
Operating Income |
|||||||||
| Reported |
$ | 305,245 | $ | 143,380 | $ | 166,757 | ||||||
| Reported as a percent of sales |
36.6 | % | 17.2 | % | 20.0 | % | ||||||
| Realignment charges (a) |
4,120 | (3,092 | ) | 7,212 | ||||||||
| Discrete items (b) |
9 | (36 | ) | 45 | ||||||||
| Acquisition related (c) |
— | (740 | ) | 740 | ||||||||
|
|
|
|
|
|
|
|||||||
| Adjusted |
$ | 309,374 | $ | 139,512 | $ | 174,754 | ||||||
|
|
|
|
|
|
|
|||||||
| Adjusted as a percent of sales |
37.1 | % | 16.7 | % | 21.0 | % | ||||||
Flow Control Division
| Three Months Ended |
Gross Profit | Selling, General & Administrative Expense |
Operating Income |
|||||||||
| Reported |
$ | 123,529 | $ | 59,537 | $ | 63,992 | ||||||
| Reported as a percent of sales |
31.5 | % | 15.2 | % | 16.3 | % | ||||||
| Realignment charges (a) |
9,417 | 1,313 | 8,104 | |||||||||
| Acquisition related (d) |
(126 | ) | (3,441 | ) | 3,315 | |||||||
| Purchase accounting step-up and intangible asset amortization (e) |
438 | (1,300 | ) | 1,738 | ||||||||
| Discrete items (b) |
5 | (86 | ) | 91 | ||||||||
|
|
|
|
|
|
|
|||||||
| Adjusted |
$ | 133,263 | $ | 56,023 | $ | 77,240 | ||||||
|
|
|
|
|
|
|
|||||||
| Adjusted as a percent of sales |
34.0 | % | 14.3 | % | 19.7 | % | ||||||
Note: Amounts may not calculate due to rounding
| (a) | Charges represent realignment costs incurred as a result of realignment programs, net of a $6,888 gain associated with the divestiture of a pump product line. |
| (b) | Charge represents non-cash share-based compensation expense associated with a one-time discretionary restricted stock grant, subject to three-year cliff vesting, provided to certain employees in conjunction with the freeze of our US Qualified pension plan. |
| (c) | Charge represents costs associated with merger and acquisition activity. |
| (d) | Charge represents acquisition and integration-related costs associated with the MOGAS acquisition. |
| (e) | Charge represents amortization of acquisition related intangible assets associated with the MOGAS acquisition. |
| Three Months Ended |
Gross Profit | Selling, General & Administrative Expense |
Operating Income |
|||||||||
| Reported |
$ | 255,710 | $ | 131,402 | $ | 129,069 | ||||||
| Reported as a percent of sales |
32.2 | % | 16.5 | % | 16.2 | % | ||||||
| Realignment charges (a) |
9,890 | (41 | ) | 9,931 | ||||||||
|
|
|
|
|
|
|
|||||||
| Adjusted |
$ | 265,600 | $ | 131,361 | $ | 139,000 | ||||||
|
|
|
|
|
|
|
|||||||
| Adjusted as a percent of sales |
33.4 | % | 16.5 | % | 17.5 | % | ||||||
| Three Months Ended |
Gross Profit | Selling, General & Administrative Expense |
Operating Income |
|||||||||
| Reported |
$ | 118,503 | $ | 73,859 | $ | 44,592 | ||||||
| Reported as a percent of sales |
30.5 | % | 19.0 | % | 11.5 | % | ||||||
| Realignment charges (a) |
1,679 | (1,655 | ) | 3,334 | ||||||||
| Acquisition related (b) |
— | (7,150 | ) | 7,150 | ||||||||
| Purchase accounting step-up and intangible asset amortization (c) |
3,067 | (1,033 | ) | 4,100 | ||||||||
|
|
|
|
|
|
|
|||||||
| Adjusted |
$ | 123,249 | $ | 64,021 | $ | 59,176 | ||||||
|
|
|
|
|
|
|
|||||||
| Adjusted as a percent of sales |
31.8 | % | 16.5 | % | 15.3 | % | ||||||
Note: Amounts may not calculate due to rounding
| (a) | Charges represent realignment costs incurred as a result of realignment programs of which $8,600 is non-cash. |
| (b) | Charge represents acquisition and integration-related costs associated with the MOGAS acquisition. |
| (c) | Charge represents amortization of step-up in value of acquired inventories and acquisition related intangible assets associated with the MOGAS acquisition. |
7
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| Year Ended December 31, | ||||||||||||
| (Amounts in thousands, except per share data) | 2025 | 2024 | 2023 | |||||||||
| Sales |
$ | 4,729,260 | $ | 4,557,806 | $ | 4,320,577 | ||||||
| Cost of sales |
(3,147,823 | ) | (3,123,560 | ) | (3,043,749 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Gross profit |
1,581,437 | 1,434,246 | 1,276,828 | |||||||||
| Selling, general and administrative expense |
(1,062,100 | ) | (978,037 | ) | (961,169 | ) | ||||||
| Loss on sale of business |
— | (12,981 | ) | — | ||||||||
| Loss on divestiture of asbestos-related assets and liabilities |
(140,092 | ) | — | — | ||||||||
| Net earnings from affiliates |
20,679 | 19,051 | 17,894 | |||||||||
|
|
|
|
|
|
|
|||||||
| Operating income |
399,924 | 462,279 | 333,553 | |||||||||
| Interest expense |
(77,740 | ) | (69,301 | ) | (66,924 | ) | ||||||
| Interest income |
7,551 | 5,371 | 6,991 | |||||||||
| Other income (expense), net |
195,663 | (12,194 | ) | (49,870 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Earnings before income taxes |
525,398 | 386,155 | 223,750 | |||||||||
| Provision for income taxes |
(155,596 | ) | (84,929 | ) | (18,562 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net earnings, including noncontrolling interests |
369,802 | 301,226 | 205,188 | |||||||||
| Less: Net earnings attributable to noncontrolling interests |
(23,555 | ) | (18,467 | ) | (18,445 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net earnings attributable to Flowserve Corporation |
$ | 346,247 | $ | 282,759 | $ | 186,743 | ||||||
|
|
|
|
|
|
|
|||||||
| Net earnings per share attributable to Flowserve Corporation common shareholders: |
||||||||||||
| Basic |
2.66 | $ | 2.15 | $ | 1.42 | |||||||
| Diluted |
2.64 | 2.14 | 1.42 | |||||||||
| Weighted average shares – basic |
130,005 | 131,488 | 131,117 | |||||||||
| Weighted average shares – diluted |
130,979 | 132,356 | 131,931 | |||||||||
8
Consolidated Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measure (Unaudited)
(Amounts in thousands, except per share data)
|
Twelve Months Ended December 31, 2025 |
Gross Profit |
Selling, General & Administrative Expense |
Loss on Divestiture of Asbestos- Related Assets and Liabilities |
Operating Income |
Other Income (Expense), Net |
Provision For (Benefit From) Income Taxes |
Net Earnings (Loss) |
Effective Tax Rate |
Diluted EPS |
|||||||||||||||||||||||||||
| Reported |
$ | 1,581,437 | $ | 1,062,100 | $ | 140,092 | $ | 399,924 | $ | 195,663 | $ | 155,596 | $ | 346,247 | 29.6 | % | 2.64 | |||||||||||||||||||
| Reported as a percent of sales |
33.4 | % | 22.5 | % | 3.0 | % | 8.5 | % | 4.1 | % | 3.3 | % | 7.3 | % | ||||||||||||||||||||||
| Realignment charges (a) |
54,660 | (3,595 | ) | — | 58,255 | — | 13,687 | 44,568 | 23.5 | % | 0.34 | |||||||||||||||||||||||||
| Acquisition related (b)(c) |
635 | (13,895 | ) | — | 14,530 | — | 3,417 | 11,113 | 23.5 | % | 0.08 | |||||||||||||||||||||||||
| Purchase accounting step-up and intangible asset amortization (d) |
9,180 | (5,200 | ) | — | 14,380 | — | 4,138 | 10,242 | 28.8 | % | 0.08 | |||||||||||||||||||||||||
| Discrete items (e)(f)(g) |
121 | (31,412 | ) | — | 31,533 | 13,064 | 8,609 | 35,988 | 19.3 | % | 0.27 | |||||||||||||||||||||||||
| Merger transaction costs (h) |
— | (41,197 | ) | — | 41,197 | — | 9,534 | 31,663 | 23.1 | % | 0.24 | |||||||||||||||||||||||||
| Merger termination payment (i) |
— | — | — | — | (266,000 | ) | (60,957 | ) | (205,043 | ) | 22.9 | % | (1.57 | ) | ||||||||||||||||||||||
| Discrete tax items (j) |
— | — | — | — | — | (24,860 | ) | 24,860 | 0.0 | % | 0.19 | |||||||||||||||||||||||||
| Loss on asbestos divestiture (k) |
— | — | (140,092 | ) | 140,092 | — | 2,644 | 137,448 | 1.9 | % | 1.05 | |||||||||||||||||||||||||
|
Below-the-line foreign exchange impacts (l) |
— | — | — | — | 43,893 | 4,821 | 39,072 | 11.0 | % | 0.30 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Adjusted |
$ | 1,646,033 | $ | 966,801 | $ | — | $ | 699,911 | $ | (13,380 | ) | $ | 116,629 | $ | 476,158 | 18.9 | % | 3.64 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Adjusted as a percent of sales |
34.8 | % | 20.4 | % | 0.0 | % | 14.8 | % | -0.3 | % | 2.5 | % | 10.1 | % | ||||||||||||||||||||||
Note: Amounts may not calculate due to rounding
| (a) | Charges represent realignment costs incurred as a result of realignment programs of which $5,300 is non-cash and net of a $6,888 gain associated with the divestiture of a pump product line. |
| (b) | Charge represents $12,790 of acquisition and integration related costs associated with the MOGAS acquisition. |
| (c) | Charge represents $1,740 of costs associated with merger and acquisition activity. |
| (d) | Charge represents amortization of step-up in value of acquired inventories and acquisition related intangible assets associated with the MOGAS acquisition. |
| (e) | Charge represents non-cash share-based compensation expense associated with a one-time discretionary restricted stock grant, subject to three-year cliff vesting, provided to certain employees in conjunction with the freeze of our US Qualified pension plan. |
| (f) | Charge includes $5,141 for a non-cash pension settlement accounting loss incurred in conjunction with the freeze of our US Qualified pension plan and $7,923 for a non-cash pension settlement accounting loss incurred in conjunction with a United Kingdom based pension plan. |
| (g) | Charge of $30,100 represents the Q3 2025 non-cash adjustment to our estimated liability for incurred by not reported asbestos claims based on an annual actuarial study. |
| (h) | Charge represents transaction costs incurred associated with the terminated Chart Industries merger. |
| (i) | Amount represents the Chart Industries merger termination fee paid to Flowserve. |
| (j) | Amount represents a one-time tax charge related to enactment of the One Big Beautiful Bill Act during Q3 2025. |
| (k) | Charge represents the one-time loss associated with the divestiture of our asbestos-related assets and liabilities including $199,000 of cash funded to the divested entity and $8,335 of transaction costs incurred. |
| (l) | Below-the-line foreign exchange impacts represent the remeasurement of foreign exchange derivative contracts as well as the remeasurement of assets and liabilities that are denominated in a currency other than a site’s respective functional currency. |
|
Twelve Months Ended December 31, 2024 |
Gross Profit |
Selling, General & Administrative Expense |
Loss on Sale of Business |
Operating Income |
Other Income (Expense), Net |
Provision For (Benefit From) Income Taxes |
Net Earnings (Loss) |
Effective Tax Rate |
Diluted EPS |
|||||||||||||||||||||||||||
| Reported |
$ | 1,434,246 | $ | 978,037 | $ | 12,981 | $ | 462,279 | $ | (12,194 | ) | $ | 84,929 | $ | 282,759 | 22.0 | % | 2.14 | ||||||||||||||||||
| Reported as a percent of sales |
31.5 | % | 21.5 | % | 0.3 | % | 10.1 | % | -0.3 | % | 1.9 | % | 6.2 | % | ||||||||||||||||||||||
| Realignment charges (a) |
31,576 | (4,939 | ) | (12,981 | ) | 49,496 | — | 4,884 | 44,612 | 9.9 | % | 0.34 | ||||||||||||||||||||||||
| Discrete items (b)(c)(d) |
2,700 | (7,500 | ) | — | 10,200 | — | 2,869 | 7,331 | 28.1 | % | 0.06 | |||||||||||||||||||||||||
| Acquisition related (e) |
— | (9,944 | ) | — | 9,944 | — | 2,340 | 7,604 | 23.5 | % | 0.06 | |||||||||||||||||||||||||
| Discrete asset write-downs (f)(g) |
— | (1,795 | ) | — | 1,795 | 3,567 | 1,342 | 4,020 | 25.0 | % | 0.03 | |||||||||||||||||||||||||
| Purchase accounting step-up and intangible asset amortization (h) |
3,067 | (1,033 | ) | — | 4,100 | — | 1,300 | 2,800 | 31.7 | % | 0.02 | |||||||||||||||||||||||||
|
Below-the-line foreign exchange impacts (i) |
— | — | — | — | (2,302 | ) | (1,912 | ) | (390 | ) | 83.1 | % | (0.00 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Adjusted |
$ | 1,471,589 | $ | 952,826 | $ | — | $ | 537,814 | $ | (10,929 | ) | $ | 95,752 | $ | 348,736 | 20.7 | % | 2.63 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Adjusted as a percent of sales |
32.3 | % | 20.9 | % | 0.0 | % | 11.8 | % | -0.2 | % | 2.1 | % | 7.7 | % | ||||||||||||||||||||||
Note: Amounts may not calculate due to rounding
| (a) | Charges represent realignment costs incurred as a result of realignment programs of which $33,700 is non-cash. |
| (b) | Charge represents a reduction to reserves of $2,000 associated with our ongoing financial exposure in Russia that were adjusted for Non-GAAP measures when established in 2022. |
| (c) | Charge represents a one-time $5,000 discretionary cash transition benefit provided to certain employees in conjunction with the freeze of our US Qualified pension plan. |
| (d) | Charge represents the $7,200 strategic acquisition of intellectual property related to certain liquefied natural gas technology. |
| (e) | Charge represents acquisition and integration related costs associated with the MOGAS acquisition. |
| (f) | Charge represents a $1,795 non-cash write-down of a software asset. |
| (g) | Charge represents a $3,567 non-cash write-down of a debt investment. |
| (h) | Charge represents amortization of step-up in value of acquired inventories and acquisition related intangible assets associated with the MOGAS acquisition. |
| (i) | Below-the-line foreign exchange impacts represent the remeasurement of foreign exchange derivative contracts as well as the remeasurement of assets and liabilities that are denominated in a currency other than a site’s respective functional currency. |
9
SEGMENT INFORMATION
(Unaudited)
| FLOWSERVE PUMPS DIVISION | Year Ended December 31, | |||||||
| (Amounts in millions, except percentages) | 2025 | 2024 | ||||||
| Bookings |
$ | 3,273.3 | $ | 3,304.3 | ||||
| Sales |
3,235.3 | 3,158.6 | ||||||
| Gross profit |
1,138.7 | 1,017.0 | ||||||
| Gross profit margin |
35.2 | % | 32.2 | % | ||||
| SG&A |
558.5 | 556.2 | ||||||
| Segment operating income |
600.9 | 480.2 | ||||||
| Segment operating income as a percentage of sales |
18.6 | % | 15.2 | % | ||||
| FLOW CONTROL DIVISION | Year Ended December 31, | |||||||
| (Amounts in millions, except percentages) | 2025 | 2024 | ||||||
| Bookings |
$ | 1,454.3 | $ | 1,370.7 | ||||
| Sales |
1,504.5 | 1,409.3 | ||||||
| Gross profit |
445.7 | 424.0 | ||||||
| Gross profit margin |
29.6 | % | 30.1 | % | ||||
| SG&A |
266.0 | 252.7 | ||||||
| Loss on sale of business |
— | (13.0 | ) | |||||
| Segment operating income |
179.7 | 158.3 | ||||||
| Segment operating income as a percentage of sales |
11.9 | % | 11.2 | % | ||||
10
Segment Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measure (Unaudited)
(Amounts in thousands)
Flowserve Pumps Division
| Twelve Months Ended |
Gross Profit | Selling, General & Administrative Expense |
Operating Income |
|||||||||
| Reported |
$ | 1,138,712 | $ | 558,507 | $ | 600,884 | ||||||
| Reported as a percent of sales |
35.2 | % | 17.3 | % | 18.6 | % | ||||||
| Realignment charges (a) |
30,614 | (3,932 | ) | 34,546 | ||||||||
| Discrete items (b) |
96 | (323 | ) | 419 | ||||||||
| Acquisition related (c) |
— | (740 | ) | 740 | ||||||||
|
|
|
|
|
|
|
|||||||
| Adjusted |
$ | 1,169,422 | $ | 553,512 | $ | 636,589 | ||||||
|
|
|
|
|
|
|
|||||||
| Adjusted as a percent of sales |
36.1 | % | 17.1 | % | 19.7 | % | ||||||
| Flow Control Division |
| |||||||||||
| Twelve Months Ended |
Gross Profit | Selling, General & Administrative Expense |
Operating Income |
|||||||||
| Reported |
$ | 445,660 | $ | 265,973 | $ | 179,687 | ||||||
| Reported as a percent of sales |
29.6 | % | 17.7 | % | 11.9 | % | ||||||
| Realignment charges (a) |
24,121 | 2,544 | 21,577 | |||||||||
| Acquisition related (d) |
635 | (12,155 | ) | 12,790 | ||||||||
| Purchase accounting step-up and intangible asset amortization (e) |
9,180 | (5,200 | ) | 14,380 | ||||||||
| Discrete items (b) |
19 | (294 | ) | 313 | ||||||||
|
|
|
|
|
|
|
|||||||
| Adjusted |
$ | 479,615 | $ | 250,868 | $ | 228,747 | ||||||
|
|
|
|
|
|
|
|||||||
| Adjusted as a percent of sales |
31.9 | % | 16.7 | % | 15.2 | % | ||||||
Note: Amounts may not calculate due to rounding
| (a) | Charges represent realignment costs incurred as a result of realignment programs of which $5,300 is non-cash and net of a $6,888 gain associated with the divestiture of a pump product line. |
| (b) | Charge represents non-cash share-based compensation expense associated with a one-time discretionary restricted stock grant, subject to three-year cliff vesting, provided to certain employees in conjunction with the freeze of our US Qualified pension plan. |
| (c) | Charge represents costs associated with merger and acquisition activity. |
| (d) | Charge represents acquisition and integration-related costs associated with the MOGAS acquisition. |
| (e) | Charge represents amortization of step-up in value of acquired inventories and acquisition related intangible assets associated with the MOGAS acquisition. |
| Twelve Months Ended |
Gross Profit | Selling, General & Administrative Expense |
Operating Income |
|||||||||
| Reported |
$ | 1,017,048 | $ | 556,225 | $ | 480,216 | ||||||
| Reported as a percent of sales |
32.2 | % | 17.6 | % | 15.2 | % | ||||||
| Realignment charges (a) |
30,727 | (1,078 | ) | 31,805 | ||||||||
| Discrete items (b)(c)(d) |
1,700 | (6,000 | ) | 7,700 | ||||||||
|
|
|
|
|
|
|
|||||||
| Adjusted |
$ | 1,049,475 | $ | 549,147 | $ | 519,721 | ||||||
|
|
|
|
|
|
|
|||||||
| Adjusted as a percent of sales |
33.2 | % | 17.4 | % | 16.5 | % | ||||||
| Twelve Months Ended |
Gross Profit |
Selling, General & Administrative Expense |
Loss on Sale of Business |
Operating Income |
||||||||||||
| Reported |
$ | 423,973 | $ | 252,675 | $ | 12,981 | $ | 158,265 | ||||||||
| Reported as a percent of sales |
30.1 | % | 17.9 | % | 0.9 | % | 11.2 | % | ||||||||
| Realignment charges (a) |
1,077 | (3,095 | ) | (12,981 | ) | 17,153 | ||||||||||
| Discrete item (b) |
800 | (400 | ) | — | 1,200 | |||||||||||
| Acquisition related (e) |
— | (9,944 | ) | — | 9,944 | |||||||||||
| Purchase accounting step-up and intangible asset amortization (f) |
3,067 | (1,033 | ) | — | 4,100 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted |
$ | 428,917 | $ | 238,203 | $ | — | $ | 190,662 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted as a percent of sales |
30.4 | % | 16.9 | % | 0.0 | % | 13.5 | % | ||||||||
Note: Amounts may not calculate due to rounding
| (a) | Charges represent realignment costs incurred as a result of realignment programs of which $33,700 is non-cash. |
| (b) | Charge represents a one-time $3,700 discretionary cash transition benefit provided to certain employees in conjunction with the freeze of our US Qualified pension plan. |
| (c) | Charge represents a reduction to reserves of $2,000 associated with our ongoing financial exposure in Russia that were adjusted for Non-GAAP measures when established in 2022. |
| (d) | Charge represents the $7,200 strategic acquisition of intellectual property related to certain liquefied natural gas technology. |
| (e) | Charge represents acquisition and integration related costs associated with the MOGAS acquisition. |
| (f) | Charge represents amortization of step-up in value of acquired inventories and acquisition related intangible assets associated with the MOGAS acquisition. |
11
Fourth Quarter and Full Year 2025 - Segment Results
(dollars in millions, comparison vs. 2024 fourth quarter and full year, unaudited)
| FPD | FCD | |||||||||||||||||||||||||||||||
| 4th Qtr | Full Year | 4th Qtr | Full Year | |||||||||||||||||||||||||||||
| Bookings |
$ | 883.6 | $ | 3,273.3 | $ | 330.3 | $ | 1,454.3 | ||||||||||||||||||||||||
| - vs. prior year |
67.2 | 8.2 | % | -31.0 | -0.9 | % | -33.2 | -9.1 | % | 83.6 | 6.1 | % | ||||||||||||||||||||
| - on constant currency |
43.6 | 5.3 | % | -60.0 | -1.8 | % | -36.5 | -10.0 | % | 80.9 | 5.9 | % | ||||||||||||||||||||
| Sales |
$ | 833.0 | $ | 3,235.3 | $ | 391.5 | $ | 1,504.5 | ||||||||||||||||||||||||
| - vs. prior year |
38.1 | 4.8 | % | 76.8 | 2.4 | % | 3.6 | 0.9 | % | 95.2 | 6.8 | % | ||||||||||||||||||||
| - on constant currency |
14.4 | 1.8 | % | 50.7 | 1.6 | % | -0.9 | -0.2 | % | 90.0 | 6.4 | % | ||||||||||||||||||||
| Gross Profit |
$ | 305.2 | $ | 1,138.7 | $ | 123.5 | $ | 445.7 | ||||||||||||||||||||||||
| - vs. prior year |
19.4 | % | 12.0 | % | 4.2 | % | 5.1 | % | ||||||||||||||||||||||||
| Gross Margin (% of sales) |
36.6 | % | 35.2 | % | 31.5 | % | 29.6 | % | ||||||||||||||||||||||||
| - vs. prior year (in basis points) |
440 bps | 300 bps | 100 bps | (50 | ) bps | |||||||||||||||||||||||||||
| Operating Income |
$ | 166.8 | $ | 600.9 | $ | 64.0 | $ | 179.7 | ||||||||||||||||||||||||
| - vs. prior year |
37.7 | 29.2 | % | 120.7 | 25.1 | % | 19.4 | 43.5 | % | 21.4 | 13.5 | % | ||||||||||||||||||||
| - on constant currency |
31.2 | 24.2 | % | 111.7 | 23.3 | % | 19.5 | 43.8 | % | 22.6 | 14.3 | % | ||||||||||||||||||||
| Operating Margin (% of sales) |
20.0 | % | 18.6 | % | 16.3 | % | 11.9 | % | ||||||||||||||||||||||||
| - vs. prior year (in basis points) |
380 bps | 340 bps | 480 bps | 70 bps | ||||||||||||||||||||||||||||
| Adjusted Operating Income * |
$ | 174.8 | $ | 636.6 | $ | 77.2 | $ | 228.7 | ||||||||||||||||||||||||
| - vs. prior year |
35.8 | 25.7 | % | 116.9 | 22.5 | % | 18.1 | 30.5 | % | 38.1 | 20.0 | % | ||||||||||||||||||||
| - on constant currency |
29.3 | 21.1 | % | 107.9 | 20.8 | % | 18.2 | 30.7 | % | 39.3 | 20.6 | % | ||||||||||||||||||||
| Adj. Oper. Margin (% of sales)* |
21.0 | % | 19.7 | % | 19.7 | % | 15.2 | % | ||||||||||||||||||||||||
| - vs. prior year (in basis points) |
350 bps | 320 bps | 440 bps | 170 bps | ||||||||||||||||||||||||||||
| Backlog |
$ | 2,044.8 | $ | 828.6 | ||||||||||||||||||||||||||||
| * | Adjusted Operating Income and Adjusted Operating Margin exclude realignment charges and other specific discrete items |
12
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (Amounts in thousands, except par value) | December 31, 2025 |
December 31, 2024 |
||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 760,183 | $ | 675,441 | ||||
| Accounts receivable, net of allowance for expected credit losses of $83,094 and $79,059, respectively |
1,029,095 | 976,739 | ||||||
| Contract assets, net |
322,472 | 298,906 | ||||||
| Inventories |
789,898 | 837,254 | ||||||
| Prepaid expenses and other |
141,237 | 116,157 | ||||||
|
|
|
|
|
|||||
| Total current assets |
3,042,885 | 2,904,497 | ||||||
| Property, plant and equipment, net |
566,751 | 539,703 | ||||||
| Operating lease right-of-use assets, net |
166,031 | 159,400 | ||||||
| Goodwill |
1,391,988 | 1,286,295 | ||||||
| Deferred taxes |
156,250 | 221,742 | ||||||
| Other intangible assets, net |
198,475 | 188,604 | ||||||
| Other assets, net |
185,820 | 200,580 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 5,708,200 | $ | 5,500,821 | ||||
|
|
|
|
|
|||||
| LIABILITIES AND EQUITY |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 554,243 | $ | 545,310 | ||||
| Accrued liabilities |
587,475 | 561,486 | ||||||
| Contract liabilities |
274,669 | 283,670 | ||||||
| Debt due within one year |
49,868 | 44,059 | ||||||
| Operating lease liabilities |
35,630 | 33,559 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
1,501,885 | 1,468,084 | ||||||
| Long-term debt due after one year |
1,525,210 | 1,460,132 | ||||||
| Operating lease liabilities |
149,565 | 149,838 | ||||||
| Retirement obligations and other liabilities |
277,216 | 371,055 | ||||||
| Shareholders’ equity: |
||||||||
| Preferred shares, $1.00 par value |
||||||||
| Shares authorized – 1,000, no shares issued |
||||||||
| Common shares, $1.25 par value |
220,991 | 220,991 | ||||||
| Shares authorized – 305,000 |
||||||||
| Shares issued – 176,793 and 176,793, respectively |
||||||||
| Capital in excess of par value |
508,890 | 502,045 | ||||||
| Retained earnings |
4,261,977 | 4,025,750 | ||||||
| Treasury shares, at cost – 49,763 and 45,688 shares, respectively |
(2,231,685 | ) | (2,007,869 | ) | ||||
| Deferred compensation obligation |
6,629 | 8,172 | ||||||
| Accumulated other comprehensive loss |
(575,405 | ) | (741,424 | ) | ||||
|
|
|
|
|
|||||
| Total Flowserve Corporation shareholders’ equity |
2,191,397 | 2,007,665 | ||||||
| Noncontrolling interests |
62,927 | 44,047 | ||||||
|
|
|
|
|
|||||
| Total equity |
2,254,324 | 2,051,712 | ||||||
|
|
|
|
|
|||||
| Total liabilities and equity |
$ | 5,708,200 | $ | 5,500,821 | ||||
|
|
|
|
|
|||||
13
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Year Ended December 31, | ||||||||||||
| (Amounts in thousands) | 2025 | 2024 | 2023 | |||||||||
| Cash flows – Operating activities: |
||||||||||||
| Net earnings, including noncontrolling interests |
$ | 369,802 | $ | 301,226 | $ | 205,188 | ||||||
| Adjustments to reconcile net earnings to net cash provided by operating activities |
— | |||||||||||
| Depreciation |
79,236 | 75,849 | 73,464 | |||||||||
| Amortization of intangible and other assets |
16,218 | 9,749 | 10,283 | |||||||||
| Loss on sale of business |
— | 12,981 | — | |||||||||
| Loss on sale of asbestos-related assets and liabilities |
140,092 | — | — | |||||||||
| Contribution to divest asbestos-related assets and liabilities |
(199,000 | ) | — | — | ||||||||
| Stock-based compensation |
38,263 | 30,474 | 27,808 | |||||||||
| Foreign currency, asset write downs and other non-cash adjustments |
(15,226 | ) | 24,172 | (17,331 | ) | |||||||
| Change in assets and liabilities, net of businesses acquired: |
||||||||||||
| Accounts receivable, net |
691 | (82,188 | ) | 4,744 | ||||||||
| Inventories |
86,678 | 38,872 | (59,831 | ) | ||||||||
| Contract assets, net |
(13,279 | ) | (18,513 | ) | (41,149 | ) | ||||||
| Prepaid expenses and other assets, net |
(56,489 | ) | 15,116 | 7,825 | ||||||||
| Accounts payable |
(28,852 | ) | (12,336 | ) | 53,065 | |||||||
| Contract liabilities |
(23,502 | ) | (6,070 | ) | 26,837 | |||||||
| Accrued liabilities |
25,210 | 49,578 | 59,213 | |||||||||
| Retirement obligations and other |
38,088 | 1,456 | 38,497 | |||||||||
| Net deferred taxes |
47,954 | (15,058 | ) | (62,841 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Net cash flows provided by operating activities |
505,884 | 425,308 | 325,772 | |||||||||
|
|
|
|
|
|
|
|||||||
| Cash flows – Investing activities: |
||||||||||||
| Capital expenditures |
(70,927 | ) | (81,019 | ) | (67,359 | ) | ||||||
| Payments for acquisitions, net of cash acquired |
(65,881 | ) | (305,924 | ) | — | |||||||
| Proceeds from disposal of assets |
11,551 | 2,244 | 2,057 | |||||||||
| Payments for disposition of business |
— | (2,555 | ) | — | ||||||||
| Net affiliate investment activity |
96 | 40 | (3,278 | ) | ||||||||
|
|
|
|
|
|
|
|||||||
| Net cash flows used by investing activities |
(125,161 | ) | (387,214 | ) | (68,580 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Cash flows – Financing activities: |
||||||||||||
| Payments on term loan |
(37,500 | ) | (95,375 | ) | (40,000 | ) | ||||||
| Proceeds from term loan |
— | 366,000 | — | |||||||||
| Proceeds under revolving credit facility |
200,000 | 100,000 | 280,000 | |||||||||
| Payments under revolving credit facility |
(100,000 | ) | (100,000 | ) | (280,000 | ) | ||||||
| Proceeds under other financing arrangements |
15,309 | 1,437 | 1,114 | |||||||||
| Payments under other financing arrangements |
(5,888 | ) | (1,455 | ) | (2,604 | ) | ||||||
| Payments related to tax withholding for stock-based compensation |
(11,754 | ) | (9,581 | ) | (6,245 | ) | ||||||
| Repurchases of common shares |
(254,860 | ) | (20,070 | ) | — | |||||||
| Payments of dividends |
(109,639 | ) | (110,440 | ) | (104,955 | ) | ||||||
| Contingent consideration payment related to acquired business |
(15,000 | ) | — | — | ||||||||
| Other |
(7,596 | ) | (13,021 | ) | (324 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net cash flows provided (used) provided by financing activities |
(326,928 | ) | 117,495 | (153,014 | ) | |||||||
| Effect of exchange rate changes on cash |
30,947 | (25,826 | ) | 6,529 | ||||||||
|
|
|
|
|
|
|
|||||||
| Net change in cash and cash equivalents |
84,742 | 129,763 | 110,707 | |||||||||
| Cash and cash equivalents at beginning of period |
675,441 | 545,678 | 434,971 | |||||||||
|
|
|
|
|
|
|
|||||||
| Cash and cash equivalents at end of period |
$ | 760,183 | $ | 675,441 | $ | 545,678 | ||||||
|
|
|
|
|
|
|
|||||||
| Supplemental Cash Flow Information: |
||||||||||||
| Income taxes paid (net of refunds) |
$ | 92,327 | $ | 81,172 | $ | 119,275 | ||||||
| Interest paid |
75,472 | 66,809 | 64,865 | |||||||||
| Non-Cash Investing and Financing Activities: |
||||||||||||
| Contingent liabilities incurred related to acquired business, but not paid |
$ | 674 | $ | 15,000 | $ | — | ||||||
14
About Flowserve:
Flowserve Corporation is one of the world’s leading providers of fluid motion and control products and services. Operating in more than 50 countries, the Company produces engineered and industrial pumps, seals and valves as well as a range of related flow management services. More information about Flowserve can be obtained by visiting the Company’s website at www.flowserve.com.
Flowserve Contacts
Investor Contacts:
| Brian Ezzell, Vice President, Investor Relations, Treasurer & Corporate Finance |
(469) 420-3222 | |||
| Olivia Webb, Director, Investor Relations |
(469) 420-3223 |
Media Contact: [email protected]
Safe Harbor Statement: This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or phrases such as, “may,” “should,” “expects,” “could,” “intends,” “plans,” “anticipates,” “estimates,” “believes,” “forecasts,” “predicts” or other similar expressions are intended to identify forward-looking statements, which include, without limitation, earnings forecasts, statements relating to our business strategy and statements of expectations, beliefs, future plans and strategies and anticipated developments concerning our industry, business, operations and financial performance and condition.
The forward-looking statements included in this news release 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: global supply chain disruptions and the current inflationary environment could adversely affect the efficiency of our manufacturing and increase the cost of providing our products to customers; 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 global economic conditions 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; if we are not able to successfully execute and realize the expected financial benefits from any restructuring and realignment initiatives, our business could be adversely affected; the substantial dependence of our sales on the success of the energy, chemical, power generation and general industries; the adverse impact of volatile raw materials prices on our products and operating margins; economic, political and other risks associated with our international operations, including military actions, trade embargoes, epidemics or pandemics and changes to tariffs or trade agreements that could affect customer markets, particularly North African, Latin American, Asian and Middle Eastern markets and global oil and gas producers, and non-compliance with U.S. export/re-export control, foreign corrupt practice laws, economic sanctions and import laws and regulations; the impact of public health emergencies, such as outbreaks of epidemics, pandemics, and contagious diseases, on our business and operations; increased aging and slower collection of receivables, particularly in Latin America and other emerging markets; potential adverse effects resulting from the implementation of new tariffs and related retaliatory actions and changes to or uncertainties related to tariffs and trade agreements; our exposure to fluctuations in foreign currency exchange rates, including in hyperinflationary countries such as Argentina; potential adverse consequences resulting from litigation to which we are a party, such as litigation involving asbestos-containing material claims; expectations regarding acquisitions and the integration of acquired businesses; 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; if we are not able to maintain our competitive position by successfully developing and introducing new products and integrate new technologies, including artificial intelligence and machine learning; environmental compliance costs and liabilities; potential work stoppages and other labor matters; access to public and private sources of debt financing; our inability to protect our intellectual property in the United States, as well as in foreign countries; obligations under our defined benefit pension plans; our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud; the recording of increased deferred tax asset valuation allowances in the future or the impact of tax law changes on such deferred tax assets could affect our operating results; our information technology infrastructure could be subject to service interruptions, data corruption, cyber-based attacks or network security breaches, which could disrupt our business operations and result in the loss of critical and confidential information; ineffective internal controls could impact the accuracy and timely reporting of our business and financial results; and other factors described from time to time in our filings with the Securities and Exchange Commission.
All forward-looking statements included in this news release are based on information available to us on the date hereof, and we assume no obligation to update any forward-looking statement.
The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, management believes that non-GAAP financial measures which exclude certain non-recurring items present additional useful comparisons between current results and results in prior operating periods, providing investors with a clearer view of the underlying trends of the business. Management also uses these non-GAAP financial measures in making financial, operating, planning and compensation decisions and in evaluating the Company’s performance. Non-GAAP financial measures, which may be inconsistent with similarly captioned measures presented by other companies, should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.
###
15
EXHIBIT 99.2
Flowserve Expands Leadership in Nuclear and Other Power End
Markets with Strategic Acquisition of Trillium Flow Technologies’
Valves Division
| • | Acquisition accelerates power end-market growth strategy, with complementary offerings for nuclear and traditional power generation markets |
| • | Strengthens valve and actuation product portfolio with mission-critical flow control solutions |
| • | Enhances service capabilities and expands global installed base with high aftermarket entitlement |
| • | Expected to be accretive to adjusted operating income in 2026 |
DALLAS—(BUSINESS WIRE)—February 5, 2026—Flowserve Corporation (NYSE: FLS) (“Flowserve” or the “Company”), a leading provider of flow control products and services for the global infrastructure markets, has signed a definitive agreement to acquire Trillium Flow Technologies’ Valves Division1 (“TVD”), a market leading provider of highly engineered mission-critical valves used in nuclear and traditional power generation, industrial, and critical infrastructure applications for $490 million in cash (the “Transaction”). The Transaction is expected to close mid-year 2026.
TVD’s comprehensive portfolio of brands serves a global customer base across attractive and growing end markets with a nearly 200-year legacy of engineering excellence and reliable performance. The acquisition will expand Flowserve’s reach in both conventional and emerging markets by integrating TVD’s highly specialized valve and actuation product portfolio, differentiated power and nuclear technology, and scalable service offerings.
TVD’s large installed base of over 200,000 units, including assets in 115 operating nuclear reactors, generates recurring, high-margin demand for aftermarket services, replacements, and spare parts. Adding TVD’s portfolio strengthens Flowserve’s leading nuclear position—supporting more than 300 reactors worldwide—and enhances the Company’s ability to serve existing nuclear assets while delivering a broad range of flow control solutions for new traditional and small modular reactors.
“TVD’s products and capabilities are highly complementary to our portfolio and will enhance our ability to meet future demand in nuclear, traditional power, and more broadly across the industrial landscape,” said Scott Rowe, Flowserve President and Chief Executive Officer. “We see strong aftermarket potential from their global installed base that is expected to drive profitable growth. The acquisition underscores our commitment to building a more cycle-resilient business and will enhance value for shareholders, customers, and associates. We look forward to welcoming the Trillium Valves team to Flowserve.“
Transaction Details and Approvals
The purchase price of $490 million represents a multiple of approximately 12.3x TVD’s 2025 adjusted EBITDA, excluding the impact of anticipated synergies. TVD is expected to have annualized revenues of approximately $200 million with adjusted EBITDA margins in the high teens. The Company anticipates leveraging the Flowserve Business System to increase TVD’s margins over time.
The Transaction is expected to be accretive to adjusted operating income in 2026, excluding anticipated synergies.
Flowserve expects to fund the Transaction through a combination of cash on hand and additional debt. The Transaction is subject to the satisfaction of customary closing conditions and regulatory approvals.
Advisors
Goldman Sachs & Co LLC is serving as exclusive financial advisor and Baker McKenzie is serving as legal advisor to Flowserve. J.P. Morgan Securities LLC is serving as financial advisor and Freshfields is serving as legal advisor to TVD.
| 1 | Transaction excludes Trillium Valves’ French operations. |
About Flowserve
Flowserve Corporation is one of the world’s leading providers of fluid motion and control products and services. Operating in more than 50 countries, the Company produces engineered and industrial pumps, seals and valves as well as a range of related flow management services. More information about Flowserve can be obtained by visiting the Company’s website at www.flowserve.com.
###
Investor Contacts
| Brian Ezzell, Vice President, Investor Relations, Treasurer & Corporate Finance | (469) 420-3222 | |
| Olivia Webb, Director, Investor Relations | (469) 420-3223 |
Media Contact: [email protected]
Safe Harbor Statement: This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or phrases such as, “may,” “should,” “expects,” “could,” “intends,” “plans,” “anticipates,” “estimates,” “believes,” “forecasts,” “predicts” or other similar expressions are intended to identify forward-looking statements, which include, without limitation, earnings forecasts, statements relating to our business strategy and statements of expectations, beliefs, future plans and strategies and anticipated developments concerning our industry, business, operations and financial performance and condition.
The forward-looking statements included in this news release 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: global supply chain disruptions and the current inflationary environment could adversely affect the efficiency of our manufacturing and increase the cost of providing our products to customers; 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 global economic conditions 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; if we are not able to successfully execute and realize the expected financial benefits from any restructuring and realignment initiatives, our business could be adversely affected; the substantial dependence of our sales on the success of the energy, chemical, power generation and general industries; the adverse impact of volatile raw materials prices on our products and operating margins; economic, political and other risks associated with our international operations, including military actions, trade embargoes, epidemics or pandemics and changes to tariffs or trade agreements that could affect customer markets, particularly North African, Latin American, Asian and Middle Eastern markets and global oil and gas producers, and non-compliance with U.S. export/re-export control, foreign corrupt practice laws, economic sanctions and import laws and regulations; the impact of public health emergencies, such as outbreaks of epidemics, pandemics, and contagious diseases, on our business and operations; increased aging and slower collection of receivables, particularly in Latin America and other emerging markets; potential adverse effects resulting from the implementation of new tariffs and related retaliatory actions and changes to or uncertainties related to tariffs and trade agreements; our exposure to fluctuations in foreign currency exchange rates, including in hyperinflationary countries such as Argentina; potential adverse consequences resulting from litigation to which we are a party, such as litigation involving asbestos-containing material claims; expectations regarding acquisitions and the integration of acquired businesses; 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; if we are not able to maintain our competitive position by successfully developing and introducing new products and integrate new technologies, including artificial intelligence and machine learning; environmental compliance costs and liabilities; potential work stoppages and other labor matters; access to public and private sources of debt financing; our inability to protect our intellectual property in the United States, as well as in foreign countries; obligations under our defined benefit pension plans; our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud; the recording of increased deferred tax asset valuation allowances in the future or the impact of tax law changes on such deferred tax assets could affect our operating results; our information technology infrastructure could be subject to service interruptions, data corruption, cyber-based attacks or network security breaches, which could disrupt our business operations and result in the loss of critical and confidential information; ineffective internal controls could impact the accuracy and timely reporting of our business and financial results; and other factors described from time to time in our filings with the Securities and Exchange Commission.
All forward-looking statements included in this news release are based on information available to us on the date hereof, and we assume no obligation to update any forward-looking statement.
The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, management believes that non-GAAP financial measures which exclude certain non-recurring items present additional useful comparisons between current results and results in prior operating periods, providing investors with a clearer view of the underlying trends of the business. Management also uses these non-GAAP financial measures in making financial, operating, planning and compensation decisions and in evaluating the Company’s performance. Non-GAAP financial measures, which may be inconsistent with similarly captioned measures presented by other companies, should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.
###