8-K
FLOWSERVE CORP (FLS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 28, 2025
FLOWSERVE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| New York | 1-13179 | 31-0267900 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 5215 N. O’Connor Blvd., Suite 700, Irving, Texas | 75039 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
(972) 443-6500
(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<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock, $1.25 Par Value | FLS | New York Stock 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 October 28, 2025, Flowserve Corporation, a New York corporation (”Parent”), issued a press release announcing financial results for the third quarter ended September 30, 2025. A copy of this press release is attached as Exhibit 99.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
Third Quarter 2025 Financial and Operating Results
On October 29, 2025, Parent will make a presentation about its financial and operating results for the third quarter of 2025, as noted in the press release described in Item 2.02 above. Parent has posted the presentation on its website at http://www.flowserve.com under the “Investors” section.
Flowserve Divests Legacy Asbestos Liabilities
On October 28, 2025, Parent and its wholly owned subsidiaries Flowserve International, Inc., a Delaware corporation (“FL International”), Flowserve US Company, a Delaware statutory trust (“FL US Company” and together with Parent and FL International, the “Sellers”) and BW/IP – New Mexico, Inc., a Delaware corporation (the “Company”), entered into a purchase agreement (the “Purchase Agreement”) to permanently divest all of their legacy asbestos liabilities by selling the Company, which holds these liabilities and the related insurance and deferred tax assets (the “Divestiture”). The Divestiture will be made to Ajax HoldCo LLC (“Buyer”), an affiliate of Acorn Investment Partners, a portfolio company of funds managed by Oaktree Capital Management L.P.
Closing of the Divestiture is expected to occur in the fourth quarter of 2025. At closing of the Divestiture, the Company will be capitalized with the related assets and a total of approximately $219,000,000 in cash, of which Parent will contribute $199,000,000 and Buyer will contribute $20,000,000. In connection with the Divestiture, the board of directors of each Seller has received a solvency opinion from an independent advisory firm that will form the basis (along with other inputs) for its determination that the Company is solvent and adequately capitalized as of the date of, and after giving effect to the consummation of, the Divestiture.
As a result of the Divestiture, the divested asbestos liabilities and related insurance assets will be removed from Parent’s consolidated balance sheet. Following the closing of the Divestiture, Buyer will assume management of the Company, including the management of its claims and insurance policy reimbursements.
On October 28, 2025, Parent issued a press release announcing entry into the Purchase Agreement in connection with the Divestiture, a copy of which is furnished as Exhibit 99.2 hereto.
Parent believes the Divestiture will provide greater long-term financial certainty for Parent’s investors and will enable Parent to continue to focus on organic and inorganic investments to advance its capabilities and expand its addressable markets, while ensuring responsible stewardship of the legacy asbestos liabilities.
J.P. Morgan Securities LLC has acted as exclusive financial advisor to Sellers in connection with the Divestiture, and Baker McKenzie LLP has acted as legal counsel.
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<br>No. | Description |
|---|---|
| 99.1 | Press Release, dated October 28, 2025. |
| 99.2 | Press Release, dated October 28, 2025. |
| 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: October 28, 2025 | By: | /s/ Amy B. Schwetz |
| Amy B. Schwetz | ||
| Senior Vice President, Chief Financial Officer |
EX-99.1
Exhibit 99.1
Flowserve Corporation Reports Third Quarter 2025 Results
3D Growth Strategy and Flowserve Business System Deliver Strong Q3 Performance; Increases Full-Year Earnings Guidance
DALLAS, October 28, 2025 – Flowserve Corporation (NYSE: FLS), a leading provider of flow control products and services for the global infrastructure markets, reported its financial results for the third quarter ended September 30, 2025.
Highlights:
| • | Third quarter bookings of $1.2 billion, including 6% growth in aftermarket bookings to over<br>$650 million |
|---|---|
| • | Power bookings increased 23% year-over-year, with $140 million in nuclear awards during the third quarter<br> |
| --- | --- |
| • | Gross margin and adjusted^1^ gross margin^2^ of 32.4% and 34.8%, respectively, increased 90 and 240 basis points versus the prior year period |
| --- | --- |
| • | Operating margin of 6.7% decreased 240 basis points and adjusted operating margin^3^ of 14.8% expanded 370 basis points compared to last year |
| --- | --- |
| • | Reported and Adjusted Earnings Per Share (EPS)^4^ of $1.67 and<br>$0.90, respectively. Reported EPS includes adjusted items of 77 cents, comprised of a merger termination payment and discrete tax items, among other items |
| --- | --- |
| • | $402 million cash from operations driven by earnings improvement and merger termination payment, with<br>$173 million of cash returned to shareholders through dividends and share repurchases |
| --- | --- |
| • | Increased full-year 2025 Adjusted EPS guidance from $3.25-$3.40 to $3.40-$3.50, an increase of more than 30% at the midpoint of the range versus last year |
| --- | --- |
| • | Announced transaction to divest legacy asbestos liabilities, allowing Company to focus capital allocation<br>priorities on growth and value enhancing opportunities |
| --- | --- |
Management Commentary*:*
“Flowserve delivered another quarter of exceptional performance highlighted by strong revenue growth, significant margin and earnings expansion, and robust cash generation. This performance enabled us to repurchase over $140 million shares during the quarter. Consistent execution of our strategy has enabled us to maintain momentum, led by the strength of our aftermarket franchise and a resurgent Power and Nuclear end market fueled by growth of AI, increasing data center development, and broader electrification trends. We remain focused on leveraging the Flowserve Business System and our 80/20 initiatives to accelerate margin expansion, deliver outsized growth, and execute with excellence,” said Scott Rowe, Flowserve’s President and Chief Executive Officer.
Rowe continued, “Following three consecutive quarters of strong execution and performance, we are increasing our full-year earnings outlook. Our revised outlook represents a substantial year-over-year improvement, reinforces our confidence in the trajectory of the business, and marks an important step toward achieving our long-term targets and delivering sustained value for our shareholders.”
Key Figures*:* ****
| (dollars in millions, except per share) | 2025 Q3 | 2024 Q3 | Change | YTD 2025 | YTD 2024 | Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Backlog | $ | 2,896.1 | $ | 2,783.8 | 4.0% | $ | 2,896.1 | $ | 2,783.8 | 4.0% | ||||
| Bookings | $ | 1,213.0 | $ | 1,203.6 | 0.8% | $ | 3,511.2 | $ | 3,487.2 | 0.7% | ||||
| Original Equipment | $ | 559.9 | $ | 589.0 | (4.9%) | $ | 1,548.9 | $ | 1,682.9 | (8.0%) | ||||
| Aftermarket | $ | 653.1 | $ | 614.6 | 6.3% | $ | 1,962.3 | $ | 1,804.3 | 8.8% | ||||
| Sales^5^ | $ | 1,174.4 | $ | 1,133.1 | 3.6% | $ | 3,507.1 | $ | 3,377.5 | 3.8% | ||||
| Organic | (30 bps) | 90 bps | ||||||||||||
| Acquisitions | 260 bps | 280 bps | ||||||||||||
| Foreign Exchange | 130 bps | 10 bps | ||||||||||||
| Operating Margin | 6.7 | % | 9.1 | % | (240) bps | 10.2 | % | 10.0 | % | 20 bps | ||||
| Adjusted Operating Margin | 14.8 | % | 11.1 | % | 370 bps | 14.1 | % | 11.5 | % | 260 bps | ||||
| Earnings Per Share | $ | 1.67 | $ | 0.44 | 279.5% | $ | 2.85 | $ | 1.55 | 83.9% | ||||
| Adjusted Earnings Per Share | $ | 0.90 | $ | 0.62 | 45.2% | $ | 2.53 | $ | 1.93 | 31.1% | ||||
| Cash From Operations | $ | 401.8 | $ | 178.5 | $223.3 | $ | 506.1 | $ | 228.0 | $278.1 |
2025 Guidance:
The Company updated its full-year 2025 guidance, including increasing its Adjusted EPS target range. The guidance range reflects tariff rates in place as of today.
| Prior Range | Current Range | |
|---|---|---|
| Organic sales growth | +3% to +4% | ~ 2% |
| Impact from acquisitions | Approx. +200 bps | Approx. +200 bps |
| Impact from foreign exchange translation | Approx. 0 bps | Approx. 50 bps |
| Total sales growth | +5% to +6% | +4% to +5% |
| Adjusted EPS | $3.25 to $3.40 | $3.40 to $3.50 |
| Net interest expense | Approx. $70 million | Approx. $70 million |
| Adjusted tax rate | Approx. 20% | Approx. 20% |
| Capital expenditures | $80 to $90 million | Approx. $75 million |
Divestment of Legacy Asbestos Liabilities:
In a separate press release today, the Company also announced it had reached an agreement to divest of its legacy asbestos liabilities. The transaction allows the Company to focus on allocating capital to growth enhancing opportunities.
2
Webcast and Conference Call Instructions:
Flowserve will host its conference call to discuss third quarter results on Wednesday, October 29, at 10:00 a.m. Eastern Time. The call can be accessed by shareholders and other interested parties on Flowserve’s Investors page.
Footnotes (pages 1-2)
| ^1^ | See Consolidated Reconciliation of Non-GAAP Financial Measures to the<br>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<br>reconciliation of reported results to adjusted measures. |
|---|---|
| ^2^ | Adjusted gross margin is calculated by dividing adjusted gross profit by sales. Adjusted gross profit is<br>derived by excluding the adjusted items. |
| --- | --- |
| ^3^ | Adjusted operating margin is calculated by dividing adjusted operating income by sales. Adjusted operating<br>income is derived by excluding the adjusted items. |
| --- | --- |
| ^4^ | Adjusted 2025 EPS excludes potential realignment expenses, below-the-line foreign currency effects, actuarial-determined assessments of certain long-term liabilities and certain other discrete items which may arise during the year and utilizes foreign exchange rates<br>of the prior 30-day period and approximately 131 million fully diluted shares. |
| --- | --- |
| ^5^ | Organic is defined as the change in Sales, as defined by U.S. GAAP, excluding the impacts of currency<br>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. |
| --- | --- |
3
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| Three Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| (Amounts in thousands, except per share data) | 2025 | 2024 | ||||
| Sales | $ | 1,174,434 | $ | 1,133,087 | ||
| Cost of sales | (794,148 | ) | (776,020 | ) | ||
| Gross profit | 380,286 | 357,067 | ||||
| Selling, general and administrative expense | (305,152 | ) | (259,025 | ) | ||
| Net earnings from affiliates | 4,138 | 5,150 | ||||
| Operating income | 79,272 | 103,192 | ||||
| Interest expense | (18,738 | ) | (16,587 | ) | ||
| Interest income | 792 | 1,403 | ||||
| Other income (expense), net | 256,220 | (5,920 | ) | |||
| Earnings before income taxes | 317,546 | 82,088 | ||||
| Provision for income taxes | (93,688 | ) | (18,739 | ) | ||
| Net earnings, including noncontrolling interests | 223,858 | 63,349 | ||||
| Less: Net earnings attributable to noncontrolling interests | (4,276 | ) | (4,967 | ) | ||
| Net earnings attributable to Flowserve Corporation | $ | 219,582 | $ | 58,382 | ||
| Net earnings per share attributable to Flowserve Corporation common shareholders: | ||||||
| Basic | $ | 1.69 | $ | 0.44 | ||
| Diluted | 1.67 | 0.44 | ||||
| Weighted average shares – basic | 130,315 | 131,395 | ||||
| Weighted average shares – diluted | 131,235 | 132,247 |
Consolidated Reconciliation of Non-GAAP Financial Measures to theMost Directly Comparable GAAP Financial Measure (Unaudited)
(Amounts in thousands, except per share data)
| Three Months Ended September 30,2025 | GrossProfit | Selling,General &AdministrativeExpense | OperatingIncome | OtherIncome(Expense),Net | Provision For(Benefit From)Income Taxes | NetEarnings(Loss) | EffectiveTaxRate | DilutedEPS | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reported | $ | 380,286 | **** | $ | 305,152 | **** | $ | 79,272 | **** | $ | 256,220 | **** | $ | 93,688 | **** | $ | 219,582 | **** | **** | 29.5 | % | **** | 1.67 | **** |
| Reported as a percent of sales | 32.4 | % | 26.0 | % | 6.7 | % | 21.8 | % | 8.0 | % | 18.7 | % | ||||||||||||
| Realignment charges (a) | 25,481 | (4,571 | ) | 30,052 | — | 6,907 | 23,145 | 23.0 | % | 0.18 | ||||||||||||||
| Acquisition related (b) | 9 | (4,243 | ) | 4,252 | — | 1,000 | 3,252 | 23.5 | % | 0.02 | ||||||||||||||
| Purchase accounting step-up and intangible asset<br>amortization (c) | 2,625 | (1,300 | ) | 3,925 | — | 1,182 | 2,743 | 30.1 | % | 0.02 | ||||||||||||||
| Discrete items (d)(e)(f) | 31 | (30,351 | ) | 30,382 | 1,500 | 7,499 | 24,383 | 23.5 | % | 0.19 | ||||||||||||||
| Merger transaction costs (g) | — | (25,682 | ) | 25,682 | — | 5,885 | 19,797 | 22.9 | % | 0.15 | ||||||||||||||
| Merger termination payment (h) | — | — | — | (266,000 | ) | (60,957 | ) | (205,043 | ) | 22.9 | % | (1.56 | ) | |||||||||||
| Discrete tax items (i) | — | — | — | — | (24,860 | ) | 24,860 | 0.0 | % | 0.19 | ||||||||||||||
| Below-the-line<br>foreign exchange impacts (j) | — | — | — | 5,401 | 622 | 4,779 | 11.5 | % | 0.04 | |||||||||||||||
| Adjusted | $ | 408,432 | **** | $ | 239,005 | **** | $ | 173,565 | **** | $ | (2,879 | ) | $ | 30,966 | **** | $ | 117,498 | **** | **** | 20.3 | % | **** | 0.90 | **** |
| Adjusted as a percent of sales | 34.8 | % | 20.4 | % | 14.8 | % | -0.2 | % | 2.6 | % | 10.0 | % |
Note: Amounts may not calculate due to rounding
| (a) | Charges represent realignment costs incurred as a result of realignment programs of which $2,300 is non-cash. | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (b) | Charge represents acquisition and integration related costs associated with the MOGAS acquisition. <br> | ||||||||||||||||||||||
| --- | --- | ||||||||||||||||||||||
| (c) | Charge represents amortization of acquisition related intangible assets associated with the MOGAS acquisition.<br> | ||||||||||||||||||||||
| --- | --- | ||||||||||||||||||||||
| (d) | Charge represents non-cash share-based compensation expense associated<br>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. <br> | ||||||||||||||||||||||
| --- | --- | ||||||||||||||||||||||
| (e) | Charge of $1,500 represents a non-cash pension settlement accounting<br>loss incurred in conjunction with the freeze of our US Qualified pension plan. | ||||||||||||||||||||||
| --- | --- | ||||||||||||||||||||||
| (f) | Charge of $30,100 represents the Q3 2025 non-cash adjustment to our<br>estimated liability for incurred by not reported asbestos claims based on an annual actuarial study. | ||||||||||||||||||||||
| --- | --- | ||||||||||||||||||||||
| (g) | Charge represents transaction costs incurred associated with the terminated Chart Industries merger.<br> | ||||||||||||||||||||||
| --- | --- | ||||||||||||||||||||||
| (h) | Amount represents the Chart Industries merger termination fee paid to Flowserve. | ||||||||||||||||||||||
| --- | --- | ||||||||||||||||||||||
| (i) | Amount represents a one-time tax charge related to enactment of the One<br>Big Beautiful Bill Act during Q3 2025. | ||||||||||||||||||||||
| --- | --- | ||||||||||||||||||||||
| (j) | Below-the-line foreign exchange<br>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 September 30, 2024 | GrossProfit | Selling,General &AdministrativeExpense | OperatingIncome | OtherIncome(Expense),Net | Provision For(Benefit From)Income Taxes | NetEarnings(Loss) | EffectiveTaxRate | DilutedEPS | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Reported | $ | 357,067 | **** | $ | 259,025 | **** | $ | 103,192 | **** | $ | (5,920 | ) | $ | 18,739 | **** | $ | 58,382 | **** | **** | 22.8 | % | **** | 0.44 |
| Reported as a percent of sales | 31.5 | % | 22.9 | % | 9.1 | % | -0.5 | % | 1.7 | % | 5.2 | % | |||||||||||
| Realignment charges (a) | 6,813 | (2,142 | ) | 8,955 | — | (246 | ) | 9,201 | -2.7 | % | 0.07 | ||||||||||||
| Discrete items (b)(c) | 2,700 | (9,500 | ) | 12,200 | — | 2,869 | 9,331 | 23.5 | % | 0.07 | |||||||||||||
| Acquisition related (d) | — | (1,694 | ) | 1,694 | — | 399 | 1,295 | 23.6 | % | 0.01 | |||||||||||||
| Below-the-line<br>foreign exchange impacts (e) | — | — | — | 3,184 | (467 | ) | 3,651 | -14.8 | % | 0.03 | |||||||||||||
| Adjusted | $ | 366,580 | **** | $ | 245,689 | **** | $ | 126,041 | **** | $ | (2,736 | ) | $ | 21,294 | **** | $ | 81,860 | **** | **** | 19.7 | % | **** | 0.62 |
| Adjusted as a percent of sales | 32.4 | % | 21.7 | % | 11.1 | % | -0.2 | % | 1.9 | % | 7.2 | % |
Note: Amounts may not calculate due to rounding
| (a) | Charges represent realignment costs incurred as a result of realignment programs of which $5,100 is non-cash. |
|---|---|
| (b) | Charge represents a one-time $5,000 discretionary cash transition<br>benefit provided to certain employees in conjunction with the freeze of our US Qualified pension plan. |
| --- | --- |
| (c) | Charge represents the $7,200 strategic acquisition of intellectual property related to certain liquefied<br>natural gas technology. |
| --- | --- |
| (d) | Charge represents acquisition-related costs associated with the MOGAS acquisition. |
| --- | --- |
| (e) | Below-the-line foreign exchange<br>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. |
| --- | --- |
SEGMENT INFORMATION
(Unaudited)
| FLOWSERVE PUMPS DIVISION | Three Months EndedSeptember 30, | |||||
|---|---|---|---|---|---|---|
| (Amounts in millions, except percentages) | 2025 | 2024 | ||||
| Bookings | $ | 819.5 | $ | 886.6 | ||
| Sales | 800.3 | 782.1 | ||||
| Gross profit | 265.8 | 253.2 | ||||
| Gross profit margin | 33.2 | % | 32.4 | % | ||
| SG&A | 135.0 | 149.1 | ||||
| Segment operating income | 134.9 | 109.3 | ||||
| Segment operating income as a percentage of sales | 16.9 | % | 14.0 | % | ||
| FLOW CONTROL DIVISION | Three Months EndedSeptember 30, | |||||
| (Amounts in millions, except percentages) | 2025 | 2024 | ||||
| Bookings | $ | 396.1 | $ | 318.4 | ||
| Sales | 377.4 | 353.1 | ||||
| Gross profit | 114.2 | 106.5 | ||||
| Gross profit margin | 30.3 | % | 30.2 | % | ||
| SG&A | 67.8 | 59.8 | ||||
| Segment operating income | 46.4 | 46.7 | ||||
| Segment operating income as a percentage of sales | 12.3 | % | 13.2 | % |
Segment Reconciliation of Non-GAAP Financial Measures to the MostDirectly Comparable GAAP Financial Measure (Unaudited)
(Amounts in thousands)
Flowserve Pumps Division
| Three Months EndedSeptember 30, 2025 | GrossProfit | Selling,General &AdministrativeExpense | OperatingIncome | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Reported | $ | 265,776 | **** | $ | 135,046 | **** | $ | 134,869 | **** |
| Reported as a percent of sales | 33.2 | % | 16.9 | % | 16.9 | % | |||
| Realignment charges (a) | 21,628 | (88 | ) | 21,716 | |||||
| Discrete items (b) | 24 | (63 | ) | 87 | |||||
| Adjusted | $ | 287,428 | **** | $ | 134,895 | **** | $ | 156,672 | **** |
| Adjusted as a percent of sales | 35.9 | % | 16.9 | % | 19.6 | % | |||
| Flow Control Division | **** | ||||||||
| Three Months EndedSeptember 30, 2025 | GrossProfit | Selling,General &AdministrativeExpense | OperatingIncome | ||||||
| Reported | $ | 114,250 | **** | $ | 67,810 | **** | $ | 46,440 | **** |
| Reported as a percent of sales | 30.3 | % | 18.0 | % | 12.3 | % | |||
| Realignment charges (a) | 4,386 | (2,395 | ) | 6,781 | |||||
| Acquisition related (c) | 9 | (4,243 | ) | 4,252 | |||||
| Purchase accounting step-up and intangible asset<br>amortization (d) | 2,625 | (1,300 | ) | 3,925 | |||||
| Discrete items (b) | 5 | (45 | ) | 50 | |||||
| Adjusted | $ | 121,275 | **** | $ | 59,827 | **** | $ | 61,448 | **** |
| Adjusted as a percent of sales | 32.1 | % | 15.9 | % | 16.3 | % |
Note: Amounts may not calculate due to rounding
| (a) | Charges represent realignment costs incurred as a result of realignment programs of which $2,300 is non-cash. | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (b) | Charge represents non-cash share-based compensation expense associated<br>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. <br> | ||||||||
| --- | --- | ||||||||
| (c) | Charge represents acquisition and integration-related costs associated with the MOGAS acquisition. <br> | ||||||||
| --- | --- | ||||||||
| (d) | Charge represents amortization of acquisition related intangible assets associated with the MOGAS acquisition.<br> | ||||||||
| --- | --- | ||||||||
| Three Months EndedSeptember 30, 2024 | GrossProfit | Selling,General &AdministrativeExpense | OperatingIncome | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Reported | $ | 253,185 | **** | $ | 149,060 | **** | $ | 109,274 | **** |
| Reported as a percent of sales | 32.4 | % | 19.1 | % | 14.0 | % | |||
| Realignment charges (a) | 8,415 | (716 | ) | 9,131 | |||||
| Discrete items (b)(c) | 1,700 | (8,000 | ) | 9,700 | |||||
| Adjusted | $ | 263,300 | **** | $ | 140,344 | **** | $ | 128,105 | **** |
| Adjusted as a percent of sales | 33.7 | % | 17.9 | % | 16.4 | % | |||
| Three Months EndedSeptember 30, 2024 | GrossProfit | Selling,General &AdministrativeExpense | OperatingIncome | ||||||
| Reported | $ | 106,503 | **** | $ | 59,790 | **** | $ | 46,713 | **** |
| Reported as a percent of sales | 30.2 | % | 16.9 | % | 13.2 | % | |||
| Realignment charges (a) | (1,590 | ) | (1,379 | ) | (211 | ) | |||
| Discrete items (b) | 800 | (400 | ) | 1,200 | |||||
| Acquisition related (d) | — | (1,694 | ) | 1,694 | |||||
| Adjusted | $ | 105,713 | **** | $ | 56,317 | **** | $ | 49,396 | **** |
| Adjusted as a percent of sales | 29.9 | % | 15.9 | % | 14.0 | % |
Note: Amounts may not calculate due to rounding
| (a) | Charges represent realignment costs incurred as a result of realignment programs of which $5,100 is non-cash. |
|---|---|
| (b) | Charge represents a one-time $3,700 discretionary cash transition<br>benefit provided to certain employees in conjunction with the freeze of our US Qualified pension plan. |
| --- | --- |
| (c) | Charge represents the $7,200 strategic acquisition of intellectual property related to certain liquefied<br>natural gas technology. |
| --- | --- |
| (d) | Charge represents acquisition-related costs associated with the MOGAS acquisition.<br> |
| --- | --- |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| Nine Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| (Amounts in thousands, except per share data) | 2025 | 2024 | ||||
| Sales | $ | 3,507,069 | $ | 3,377,458 | ||
| Cost of sales | (2,350,867 | ) | (2,315,326 | ) | ||
| Gross profit | 1,156,202 | 1,062,132 | ||||
| Selling, general and administrative expense | (814,237 | ) | (726,070 | ) | ||
| Loss on sale of business | — | (12,981 | ) | |||
| Net earnings from affiliates | 15,786 | 14,494 | ||||
| Operating income | 357,751 | 337,575 | ||||
| Interest expense | (58,166 | ) | (48,820 | ) | ||
| Interest income | 5,063 | 3,746 | ||||
| Other income (expense), net | 213,958 | (12,057 | ) | |||
| Earnings before income taxes | 518,606 | 280,444 | ||||
| Provision for income taxes | (127,067 | ) | (62,728 | ) | ||
| Net earnings, including noncontrolling interests | 391,539 | 217,716 | ||||
| Less: Net earnings attributable to noncontrolling interests | (16,298 | ) | (12,498 | ) | ||
| Net earnings attributable to Flowserve Corporation | $ | 375,241 | $ | 205,218 | ||
| Net earnings per share attributable to Flowserve Corporation common shareholders: | ||||||
| Basic | $ | 2.87 | $ | 1.56 | ||
| Diluted | 2.85 | 1.55 | ||||
| Weighted average shares – basic | 130,910 | 131,520 | ||||
| Weighted average shares – diluted | 131,836 | 132,343 |
Consolidated Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP FinancialMeasure (Unaudited)
(Amounts in thousands, except per share data)
| Nine Months Ended September 30, 2025 | Gross<br>Profit | Selling,General &<br>AdministrativeExpense | OperatingIncome | Other<br>Income(Expense),Net | Provision For<br>(Benefit From)Income Taxes | NetEarnings(Loss) | Effective<br>Tax<br>Rate | Diluted<br>EPS | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reported | $ | 1,156,202 | **** | $ | 814,237 | **** | $ | 357,751 | **** | $ | 213,958 | **** | $ | 127,067 | **** | $ | 375,241 | **** | **** | 24.5 | % | **** | 2.85 | **** |
| Reported as a percent of sales | 33.0 | % | 23.2 | % | 10.2 | % | 6.1 | % | 3.6 | % | 10.7 | % | ||||||||||||
| Realignment charges (a) | 40,600 | (1,481 | ) | 42,081 | — | 10,096 | 31,985 | 24.0 | % | 0.24 | ||||||||||||||
| Acquisition related (b) | 761 | (8,714 | ) | 9,475 | — | 2,228 | 7,247 | 23.5 | % | 0.05 | ||||||||||||||
| Purchase accounting step-up and intangible asset amortization (c) | 8,742 | (3,900 | ) | 12,642 | — | 3,729 | 8,913 | 29.5 | % | 0.07 | ||||||||||||||
| Discrete items (d)(e)(f) | 106 | (31,116 | ) | 31,222 | 4,500 | 8,403 | 27,319 | 23.5 | % | 0.21 | ||||||||||||||
| Merger transaction costs (g) | — | (41,197 | ) | 41,197 | — | 9,534 | 31,663 | 23.1 | % | 0.24 | ||||||||||||||
| Merger termination payment (h) | — | — | — | (266,000 | ) | (60,957 | ) | (205,043 | ) | 22.9 | % | (1.56 | ) | |||||||||||
| Discrete tax items (i) | — | — | — | — | (24,860 | ) | 24,860 | 0.0 | % | 0.19 | ||||||||||||||
| Below-the-line foreign exchange impacts (j) | — | — | — | 36,797 | 5,977 | 30,820 | 16.2 | % | 0.23 | |||||||||||||||
| Adjusted | $ | 1,206,411 | **** | $ | 727,829 | **** | $ | 494,368 | **** | $ | (10,745 | ) | $ | 81,217 | **** | $ | 333,005 | **** | **** | 18.9 | % | **** | 2.53 | **** |
| Adjusted as a percent of sales | 34.4 | % | 20.8 | % | 14.1 | % | -0.3 | % | 2.3 | % | 9.5 | % |
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.<br> | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (b) | Charge represents acquisition and integration related costs associated with the MOGAS acquisition.<br> | |||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||
| (c) | Charge represents amortization of step-up in value of acquired inventories and acquisition related intangible<br>assets associated with the MOGAS acquisition. | |||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||
| (d) | Charge represents non-cash share-based compensation expense associated with a one-time discretionary restricted<br>stock grant, subject to three-year cliff vesting, provided to certain employees in conjunction with the freeze of our US Qualified pension plan. | |||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||
| (e) | Charge of $4,500 represents a non-cash pension settlement accounting loss incurred in conjunction with the<br>freeze of our US Qualified pension plan. | |||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||
| (f) | Charge of $30,100 represents the Q3 2025 non-cash adjustment to our estimated liability for incurred by not<br>reported asbestos claims based on an annual actuarial study. | |||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||
| (g) | Charge represents transaction costs incurred associated with the terminated Chart Industries merger.<br> | |||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||
| (h) | Amount represents the Chart Industries merger termination fee paid to Flowserve. | |||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||
| (i) | Amount represents a one-time tax charge related to enactment of the One Big Beautiful Bill Act during Q3 2025.<br> | |||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||
| (j) | Below-the-line foreign exchange impacts represent the remeasurement of foreign exchange derivative contracts as<br>well as the remeasurement of assets and liabilities that are denominated in a currency other than a site’s respective functional currency. | |||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||
| Nine Months EndedSeptember 30, 2024 | Gross<br>Profit | Selling,General &AdministrativeExpense | Loss onSale ofBusiness | OperatingIncome | Other Income(Expense), Net | Provision For(Benefit From)Income Taxes | NetEarnings(Loss) | EffectiveTax Rate | DilutedEPS | |||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Reported | $ | 1,062,132 | **** | $ | 726,070 | **** | $ | 12,981 | **** | $ | 337,575 | **** | $ | (12,057 | ) | $ | 62,728 | **** | $ | 205,218 | **** | **** | 22.4 | % | **** | 1.55 |
| Reported as a percent of sales | 31.4 | % | 21.5 | % | 0.4 | % | 10.0 | % | -0.4 | % | 1.9 | % | 6.1 | % | ||||||||||||
| Realignment charges (a) | 20,007 | (3,369 | ) | (12,981 | ) | 36,357 | — | 2,035 | 34,322 | 5.6 | % | 0.26 | ||||||||||||||
| Discrete items (b)(c)(d) | 2,700 | (7,500 | ) | — | 10,200 | — | 2,869 | 7,331 | 28.1 | % | 0.06 | |||||||||||||||
| Acquisition related (e) | — | (2,794 | ) | — | 2,794 | — | 658 | 2,136 | 23.6 | % | 0.02 | |||||||||||||||
| Discrete asset write-downs (f)(g) | — | (1,795 | ) | — | 1,795 | 3,567 | 1,342 | 4,020 | 25.0 | % | 0.03 | |||||||||||||||
| Below-the-line<br>foreign exchange impacts (h) | — | — | — | — | 2,068 | (489 | ) | 2,557 | -23.6 | % | 0.02 | |||||||||||||||
| Adjusted | $ | 1,084,839 | **** | $ | 710,612 | **** | $ | — | **** | $ | 388,721 | **** | $ | (6,422 | ) | $ | 69,143 | **** | $ | 255,584 | **** | **** | 20.5 | % | **** | 1.93 |
| Adjusted as a percent of sales | 32.1 | % | 21.0 | % | 0.0 | % | 11.5 | % | -0.2 | % | 2.0 | % | 7.6 | % |
Note: Amounts may not calculate due to rounding
| (a) | Charges represent realignment costs incurred as a result of realignment programs of which $25,100 is non-cash. |
|---|---|
| (b) | Charge represents a reduction to reserves of $2,000 associated with our ongoing financial exposure in Russia<br>that were adjusted for Non-GAAP measures when established in 2022. |
| --- | --- |
| (c) | Charge represents a one-time $5,000 discretionary cash transition<br>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<br>natural gas technology. |
| --- | --- |
| (e) | Charge represents acquisition-related costs associated with the MOGAS acquisition. |
| --- | --- |
| (f) | Charge represents a $1,795 non-cash write-down of a software asset.<br> |
| --- | --- |
| (g) | Charge represents a $3,567 non-cash write-down of a debt investment.<br> |
| --- | --- |
| (h) | Below-the-line foreign exchange<br>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. |
| --- | --- |
SEGMENT INFORMATION
(Unaudited)
| FLOWSERVE PUMPS DIVISION | Nine Months Ended September 30, | |||||
|---|---|---|---|---|---|---|
| (Amounts in millions, except percentages) | 2025 | 2024 | ||||
| Bookings | $ | 2,394.8 | $ | 2,488.6 | ||
| Sales | 2,402.4 | 2,363.7 | ||||
| Gross profit | 833.5 | 761.3 | ||||
| Gross profit margin | 34.7 | % | 32.2 | % | ||
| SG&A | 415.1 | 424.8 | ||||
| Segment operating income | 434.1 | 351.1 | ||||
| Segment operating income as a percentage of sales | 18.1 | % | 14.9 | % | ||
| FLOW CONTROL DIVISION | Nine Months Ended September 30, | |||||
| (Amounts in millions, except percentages) | 2025 | 2024 | ||||
| Bookings | $ | 1,126.1 | $ | 1,008.3 | ||
| Sales | 1,112.9 | 1,021.4 | ||||
| Gross profit | 322.1 | 305.5 | ||||
| Gross profit margin | 28.9 | % | 29.9 | % | ||
| SG&A | 206.4 | 178.8 | ||||
| Loss on sale of business | — | (13.0 | ) | |||
| Segment operating income | 115.7 | 113.7 | ||||
| Segment operating income as a percentage of sales | 10.4 | % | 11.1 | % |
Segment Reconciliation of Non-GAAP Financial Measures to the MostDirectly Comparable GAAP Financial Measure (Unaudited)
(Amounts in thousands)
Flowserve Pumps Division
| Nine Months EndedSeptember 30, 2025 | GrossProfit | Selling,General &AdministrativeExpense | OperatingIncome | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Reported | $ | 833,467 | **** | $ | 415,126 | **** | $ | 434,128 | **** |
| Reported as a percent of sales | 34.7 | % | 17.3 | % | 18.1 | % | |||
| Realignment charges (a) | 26,495 | (840 | ) | 27,335 | |||||
| Discrete items (b) | 87 | (287 | ) | 374 | |||||
| Adjusted | $ | 860,049 | **** | $ | 413,999 | **** | $ | 461,837 | **** |
| Adjusted as a percent of sales | 35.8 | % | 17.2 | % | 19.2 | % |
Flow Control Division
| Nine Months EndedSeptember 30, 2025 | GrossProfit | Selling,General &AdministrativeExpense | OperatingIncome | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Reported | $ | 322,131 | **** | $ | 206,437 | **** | $ | 115,694 | **** |
| Reported as a percent of sales | 28.9 | % | 18.5 | % | 10.4 | % | |||
| Realignment charges (a) | 14,704 | 1,230 | 13,474 | ||||||
| Acquisition related (c) | 761 | (8,714 | ) | 9,475 | |||||
| Purchase accounting step-up and intangible asset<br>amortization (d) | 8,742 | (3,900 | ) | 12,642 | |||||
| Discrete items (b) | 14 | (208 | ) | 222 | |||||
| Adjusted | $ | 346,352 | **** | $ | 194,845 | **** | $ | 151,507 | **** |
| Adjusted as a percent of sales | 31.1 | % | 17.5 | % | 13.6 | % |
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. | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (b) | Charge represents non-cash share-based compensation expense associated<br>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. <br> | |||||||||||
| --- | --- | |||||||||||
| (c) | Charge represents acquisition and integration-related costs associated with the MOGAS acquisition. <br> | |||||||||||
| --- | --- | |||||||||||
| (d) | Charge represents amortization of step-up in value of acquired<br>inventories and acquisition related intangible assets associated with the MOGAS acquisition.<br> | |||||||||||
| --- | --- | |||||||||||
| Nine Months EndedSeptember 30, 2024 | GrossProfit | Selling,General &AdministrativeExpense | OperatingIncome | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||
| Reported | $ | 761,338 | **** | $ | 424,824 | **** | $ | 351,146 | **** | |||
| Reported as a percent of sales | 32.2 | % | 18.0 | % | 14.9 | % | ||||||
| Realignment charges (a) | 20,837 | (1,037 | ) | 21,874 | ||||||||
| Discrete items (b)(c)(d) | 1,700 | (6,000 | ) | 7,700 | ||||||||
| Adjusted | $ | 783,875 | **** | $ | 417,787 | **** | $ | 380,720 | **** | |||
| Adjusted as a percent of sales | 33.2 | % | 17.7 | % | 16.1 | % | ||||||
| Nine Months EndedSeptember 30, 2024 | GrossProfit | Selling,General &AdministrativeExpense | Loss onSale ofBusiness | OperatingIncome | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Reported | $ | 305,469 | **** | $ | 178,816 | **** | $ | 12,981 | **** | $ | 113,672 | **** |
| Reported as a percent of sales | 29.9 | % | 17.5 | % | 1.3 | % | 11.1 | % | ||||
| Realignment charges (a) | (602 | ) | (1,440 | ) | (12,981 | ) | 13,819 | |||||
| Discrete item (b) | 800 | (400 | ) | — | 1,200 | |||||||
| Acquisition related (e) | — | (2,794 | ) | — | 2,794 | |||||||
| Adjusted | $ | 305,667 | **** | $ | 174,182 | **** | $ | — | **** | $ | 131,485 | **** |
| Adjusted as a percent of sales | 29.9 | % | 17.1 | % | 0.0 | % | 12.9 | % |
Note: Amounts may not calculate due to rounding
| (a) | Charges represent realignment costs incurred as a result of realignment programs of which $25,100 is non-cash. | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (b) | Charge represents a one-time $3,700 discretionary cash transition<br>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<br>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<br>natural gas technology. | |||||||||||||||||||
| --- | --- | |||||||||||||||||||
| (e) | Charge represents acquisition-related costs associated with the MOGAS acquisition.<br> | |||||||||||||||||||
| --- | --- | |||||||||||||||||||
| Third Quarter and Year-to-Date 2025—Segment Results | ||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (dollars in millions, comparison vs. 2024 third quarter and year-to-date, unaudited) | ||||||||||||||||||||
| FPD | FCD | |||||||||||||||||||
| 3rd Qtr | YTD | 3rd Qtr | YTD | |||||||||||||||||
| Bookings | $ | 819.5 | $ | 2,394.8 | $ | 396.1 | $ | 1,126.1 | ||||||||||||
| - vs. prior year | -67.1 | -7.6 | % | -93.8 | -3.8 | % | 77.8 | 24.4 | % | 117.8 | 11.7 | % | ||||||||
| - on constant currency | -82.8 | -9.3 | % | -99.2 | -4.0 | % | 75.3 | 23.6 | % | 118.4 | 11.7 | % | ||||||||
| Sales | $ | 800.3 | $ | 2,402.4 | $ | 377.4 | $ | 1,112.9 | ||||||||||||
| - vs. prior year | 18.2 | 2.3 | % | 38.7 | 1.6 | % | 24.3 | 6.9 | % | 91.6 | 9.0 | % | ||||||||
| - on constant currency | 6.0 | 0.8 | % | 36.3 | 1.5 | % | 21.6 | 6.1 | % | 90.9 | 8.9 | % | ||||||||
| Gross Profit | $ | 265.8 | $ | 833.5 | $ | 114.3 | $ | 322.1 | ||||||||||||
| - vs. prior year | 5.0 | % | 9.5 | % | 7.3 | % | 5.5 | % | ||||||||||||
| Gross Margin (% of sales) | 33.2 | % | 34.7 | % | 30.3 | % | 28.9 | % | ||||||||||||
| - vs. prior year (in basis points) | 80 bps | 250 bps | 10 bps | (100 | ) bps | |||||||||||||||
| Operating Income | $ | 134.9 | $ | 434.1 | $ | 46.4 | $ | 115.7 | ||||||||||||
| - vs. prior year | 25.6 | 23.4 | % | 83.0 | 23.6 | % | -0.3 | -0.6 | % | 2.0 | 1.8 | % | ||||||||
| - on constant currency | 22.1 | 20.2 | % | 80.5 | 22.9 | % | -0.1 | -0.2 | % | 3.1 | 2.7 | % | ||||||||
| Operating Margin (% of sales) | 16.9 | % | 18.1 | % | 12.3 | % | 10.4 | % | ||||||||||||
| - vs. prior year (in basis points) | 290 bps | 320 bps | (90 | ) bps | (70 | ) bps | ||||||||||||||
| Adjusted Operating Income * | $ | 156.7 | $ | 461.8 | $ | 61.4 | $ | 151.5 | ||||||||||||
| - vs. prior year | 28.6 | 22.3 | % | 81.1 | 21.3 | % | 12.1 | 24.4 | % | 20.0 | 15.2 | % | ||||||||
| - on constant currency | 25.0 | 19.5 | % | 78.7 | 20.7 | % | 12.2 | 24.8 | % | 21.1 | 16.0 | % | ||||||||
| Adj. Oper. Margin (% of sales)* | 19.6 | % | 19.2 | % | 16.3 | % | 13.6 | % | ||||||||||||
| - vs. prior year (in basis points) | 320 bps | 310 bps | 230 bps | 70 bps | ||||||||||||||||
| Backlog | $ | 2,006.5 | $ | 896.4 | ||||||||||||||||
| * | Adjusted Operating Income and Adjusted Operating Margin exclude realignment charges and other specific discrete<br>items | |||||||||||||||||||
| --- | --- |
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| December 31, | |||||
|---|---|---|---|---|---|
| (Amounts in thousands, except par value) | 2024 | ||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 833,847 | $ | 675,441 | ||
| Accounts receivable, net of allowance for expected credit losses of 89,606 and 79,059,<br>respectively | 1,049,798 | 976,739 | |||
| Contract assets, net of allowance for expected credit losses of 4,915 and 3,404,<br>respectively | 344,446 | 298,906 | |||
| Inventories | 847,732 | 837,254 | |||
| Prepaid expenses and other | 89,002 | 116,157 | |||
| Total current assets | 3,164,825 | 2,904,497 | |||
| Property, plant and equipment, net of accumulated depreciation of 1,219,158 and 1,142,667,<br>respectively | 557,677 | 539,703 | |||
| Operating lease<br>right-of-use assets, net | 170,075 | 159,400 | |||
| Goodwill | 1,343,417 | 1,286,295 | |||
| Deferred taxes | 185,116 | 221,742 | |||
| Other intangible assets, net | 177,533 | 188,604 | |||
| Other assets, net of allowance for expected credit losses of 66,152 and 66,081,<br>respectively | 231,671 | 200,580 | |||
| Total assets | 5,830,314 | $ | 5,500,821 | ||
| LIABILITIES AND EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 600,927 | $ | 545,310 | ||
| Accrued liabilities | 542,705 | 561,486 | |||
| Contract liabilities | 279,760 | 283,670 | |||
| Debt due within one year | 46,350 | 44,059 | |||
| Operating lease liabilities | 35,085 | 33,559 | |||
| Total current liabilities | 1,504,827 | 1,468,084 | |||
| Long-term debt due after one year | 1,435,568 | 1,460,132 | |||
| Operating lease liabilities | 154,148 | 149,838 | |||
| Retirement obligations and other liabilities | 411,337 | 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 | 496,356 | 502,045 | |||
| Retained earnings | 4,317,965 | 4,025,750 | |||
| Treasury shares, at cost – 48,817 and 45,688 shares, respectively | (2,180,651 | ) | (2,007,869 | ) | |
| Deferred compensation obligation | 6,526 | 8,172 | |||
| Accumulated other comprehensive loss | (596,990 | ) | (741,424 | ) | |
| Total Flowserve Corporation shareholders’ equity | 2,264,197 | 2,007,665 | |||
| Noncontrolling interests | 60,237 | 44,047 | |||
| Total equity | 2,324,434 | 2,051,712 | |||
| Total liabilities and equity | 5,830,314 | $ | 5,500,821 |
All values are in US Dollars.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months EndedSeptember 30, | ||||||
|---|---|---|---|---|---|---|
| (Amounts in thousands) | 2025 | 2024 | ||||
| Cash flows – Operating activities: | ||||||
| Net earnings, including noncontrolling interests | $ | 391,539 | $ | 217,716 | ||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | — | — | ||||
| Depreciation | 58,685 | 56,765 | ||||
| Amortization of intangible and other assets | 14,009 | 6,482 | ||||
| Loss on sale of business | — | 12,981 | ||||
| Stock-based compensation | 25,787 | 24,608 | ||||
| Foreign currency, asset write downs and other non-cash<br>adjustments | (3,326 | ) | 11,580 | |||
| Change in assets and liabilities: | ||||||
| Accounts receivable, net | (26,081 | ) | (96,402 | ) | ||
| Inventories | 26,727 | 2,944 | ||||
| Contract assets, net | (35,157 | ) | (23,293 | ) | ||
| Prepaid expenses and other, net | (7,362 | ) | 3,505 | |||
| Accounts payable | 31,158 | 24,654 | ||||
| Contract liabilities | (17,857 | ) | 8,466 | |||
| Accrued liabilities | (30,488 | ) | (33,850 | ) | ||
| Retirement obligations and other liabilities | 31,900 | 8,696 | ||||
| Net deferred taxes | 46,524 | 3,108 | ||||
| Net cash flows provided by operating activities | 506,058 | 227,960 | ||||
| Cash flows – Investing activities: | ||||||
| Capital expenditures | (45,534 | ) | (52,169 | ) | ||
| Proceeds from disposal of assets | 1,067 | 612 | ||||
| Payments for disposition of business | — | (2,555 | ) | |||
| Net cash flows (used) by investing activities | (44,467 | ) | (54,112 | ) | ||
| Cash flows – Financing activities: | ||||||
| Payments on term loan | (28,125 | ) | (45,000 | ) | ||
| Proceeds under revolving credit facility | 50,000 | 100,000 | ||||
| Payments under revolving credit facility | (50,000 | ) | (50,000 | ) | ||
| Proceeds under other financing arrangements | 10,562 | 1,001 | ||||
| Payments under other financing arrangements | (3,310 | ) | (784 | ) | ||
| Repurchases of common shares | (197,920 | ) | (20,070 | ) | ||
| Payments related to tax withholding for stock-based compensation | (11,584 | ) | (9,407 | ) | ||
| Payments of dividends | (82,671 | ) | (82,848 | ) | ||
| Contingent consideration payment related to acquired business | (15,000 | ) | — | |||
| Other | (2,899 | ) | (272 | ) | ||
| Net cash flows (used) by financing activities | (330,947 | ) | (107,380 | ) | ||
| Effect of exchange rate changes on cash and cash equivalents | 27,762 | (401 | ) | |||
| Net change in cash and cash equivalents | 158,406 | 66,067 | ||||
| Cash and cash equivalents at beginning of period | 675,441 | 545,678 | ||||
| Cash and cash equivalents at end of period | $ | 833,847 | $ | 611,745 |
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.
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.
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: media@flowserve.com
16
EX-99.2
| Exhibit 99.2 |
|---|
FLOWSERVE DIVESTS LEGACY ASBESTOS LIABILITIES
| • | Divestiture includes all asbestos liabilities, related insurance assets, and associated deferred tax assets<br> |
|---|---|
| • | Simplifies capital structure, reduces volatility, and strengthens cash flow generation |
| --- | --- |
| • | Improves flexibility for capital allocation toward strategic growth opportunities |
| --- | --- |
DALLAS - (BUSINESS WIRE)—October 28, 2025 - Flowserve Corporation (NYSE:FLS) (“Flowserve” or the “Company”), a leading provider of flow control products and services for the global infrastructure markets, has reached an agreement to divest BW/IP - New Mexico, Inc. (“BW/IP”), a wholly owned subsidiary of the Company that holds asbestos liabilities and related insurance assets, to an affiliate of Acorn Investment Partners (“Acorn”), a portfolio company of funds managed by Oaktree Capital Management L.P.
Under the terms of the agreement, Acorn will assume full responsibility for BW/IP and its administration and resolution of all current and future asbestos-related claims associated with the acquired liabilities. As a result of the transaction, Flowserve will permanently divest these liabilities, enabling the Company to simplify its capital structure and focus its future capital allocation towards value enhancing opportunities.
At closing, Flowserve will have no further financial exposure to the transferred liabilities, which will be fully managed and administered by Acorn, and for which Flowserve will be fully indemnified.
Transaction Overview
Acorn will acquire 100% of the equity in BW/IP. At closing of the transaction, BW/IP will be capitalized with the related insurance assets and a total of approximately $219 million in cash, of which Flowserve will contribute $199 million in cash and Acorn will contribute $20 million in cash. As a result of the transaction, Flowserve will remove all asbestos liabilities, related insurance assets, and associated deferred tax assets from the Company’s consolidated balance sheet.
The estimated impact of the divestiture will be a one-time loss of approximately $135 million in the fourth quarter of 2025, including certain transaction related costs, and subject to customary closing adjustments as of the final close date. The one-time loss will be excluded from adjusted earnings per share.
The transaction, which is expected to close in the fourth quarter of 2025, will improve free cash flow by approximately $15 million to $20 million annually.
Third Quarter Earnings Webcast andConference Call Instructions
Flowserve will host its quarterly earnings conference call to discuss third quarter results on Wednesday, October 29, at 10:00 a.m. Eastern Time. The call can be accessed by shareholders and other interested parties on Flowserve’s Investors page.
Advisors
J.P. Morgan Securities LLC is serving as financial advisor, and Baker McKenzie is serving as legal advisor to Flowserve. Debevoise & Plimpton LLP is serving as legal advisor to Acorn.
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.
About Acorn Investment PartnersAcorn Investment Partners is a specialized investment firm focused on insurance asset management, specialty finance investments, and off-the-run special situations. The firm is led by experienced professionals with decades of combined experience across a variety of asset classes and investment types, including structured finance, insurance solutions, and growth equity. Founded in 2025, Acorn Investment Partners, a portfolio company of funds managed by Oaktree Capital Management, L.P., takes a modern and proprietary approach to asset management.
SafeHarbor Statement: This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, 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.
| Investor Contacts | |
|---|---|
| Brian Ezzell, Vice President, Investor Relations, Treasurer & Corporate Finance | (469) 420-3222 |
| Olivia Webb, Director, Investor Relations | (469) 420-3223 |
Media Contact: media@flowserve.com