FLOWSERVE CORPORATION
The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our condensed consolidated
financial statements and notes thereto, and the other financial data included
elsewhere in this Quarterly Report. The following discussion should also be read
in conjunction with our audited consolidated financial statements, and notes
thereto, and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" ("MD&A") included in our 2019 Annual Report.
EXECUTIVE OVERVIEW
Our Company
We are a world-leading manufacturer and aftermarket service provider of
comprehensive flow control systems. We develop and manufacture
precision-engineered flow control equipment integral to the movement, control
and protection of the flow of materials in our customers' critical processes.
Our product portfolio of pumps, valves, seals, automation and aftermarket
services supports global infrastructure industries, including oil and gas,
chemical, power generation and water management, as well as general industrial
markets where our products and services add value. Through our manufacturing
platform and global network of Quick Response Centers ("QRCs"), we offer a broad
array of aftermarket equipment services, such as installation, advanced
diagnostics, repair and retrofitting. We currently employ approximately 17,000
employees in more than 50 countries.
Our business model is significantly influenced by the capital and operating
spending of global infrastructure industries for the placement of new products
into service and aftermarket services for existing operations. The worldwide
installed base of our products is an important source of aftermarket revenue,
where products are expected to ensure the maximum operating time of many key
industrial processes. We have significantly invested in our aftermarket strategy
to provide local support to drive customer investments in our offerings and use
of our services to replace or repair installed products. The aftermarket portion
of our business also helps provide business stability during various economic
periods. The aftermarket service and solutions business, which is primarily
served by our network of 168 QRCs located around the globe, provides a variety
of service offerings for our customers including spare parts, service solutions,
product life cycle solutions and other value-added services. It is generally a
higher margin business compared to our original equipment business and a key
component of our business strategy.
Our operations are conducted through two business segments that are referenced
throughout this MD&A:
•Flowserve Pump Division ("FPD") for custom, highly-engineered pumps,
pre-configured industrial pumps, pump systems, mechanical seals, auxiliary
systems and replacement parts and related services; and
•Flow Control Division ("FCD") for engineered and industrial valves, control
valves, actuators and controls and related services.
Our business segments share a focus on industrial flow control technology and
have a number of common customers. These segments also have complementary
product offerings and technologies that are often combined in applications that
provide us a net competitive advantage. Our segments also benefit from our
global footprint and our economies of scale in reducing administrative and
overhead costs to serve customers more cost effectively. For example, our
segments share leadership for operational support functions, such as sales,
research and development, marketing and supply chain.
The reputation of our product portfolio is built on more than 50 well-respected
brand names such as Worthington, IDP, Valtek , Limitorque, Durco, Argus, Edward,
Valbart and Durametallic, which we believe to be one of the most comprehensive
in the industry. Our products and services are sold either directly or through
designated channels to more than 10,000 companies, including some of the world's
leading engineering, procurement and construction ("EPC") firms, original
equipment manufacturers, distributors and end users.
We continue to leverage our QRC network to be positioned as near to customers as
possible for service and support in order to capture valuable aftermarket
business. Along with ensuring that we have the local capability to sell, install
and service our equipment in remote regions, it is equally imperative to
continuously improve our global operations. Despite recent headwinds caused by
the COVID-19 pandemic, we continue to enhance our global supply chain capability
to increase our ability to meet global customer demands and improve the quality
and timely delivery of our products over the long-term. Additionally, we
continue to devote resources to improving the supply chain processes across our
business segments to find areas of synergy and cost reduction and to improve our
supply chain management capability to meet global customer demands. We also
remain focused on improving on-time delivery and quality, while managing
warranty costs as a percentage of sales across our global operations, through
the assistance of a focused Continuous Improvement Process ("CIP") initiative.
The goal of the CIP initiative, which includes lean manufacturing, six sigma
business management strategy and value engineering, is to maximize service
fulfillment to customers through on-time delivery, reduced cycle time and
quality at the highest internal productivity.
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COVID-19 Update
Over the past several months, we have continued to see the evolving impact that
the COVID-19 pandemic is having on human health, the global economy and society
at large. The pandemic's ongoing adverse impact on our operations and financial
performance is expected to continue to adversely impact for its duration, our
operations and financial performance. In response, we have been monitoring and
continue to actively monitor the impacts of the COVID-19 pandemic on all aspects
of our business and geographies. Our cross-functional crisis management team
established during the first quarter of 2020 has continued monitoring and making
recommendations to management to help us continue operating as an essential
business, while also protecting the health and safety of our associates.
Despite our response, the COVID-19 pandemic has had an adverse effect on our
performance during the first half of 2020, which we expect will continue through
the second half of 2020. While we cannot reasonably estimate with certainty the
duration and severity of the COVID-19 pandemic or its ultimate impact on the
global economy, our business or our financial condition and results, we
nonetheless remain committed to providing the critical support, products and
services that our customers rely on, and currently believe that we will emerge
from these events well positioned for long-term growth.
Health and Safety of Our Associates
Our first priority has been and continues to be to protect the health and safety
of our associates, suppliers and customers around the world. We are incredibly
proud of the great teamwork exhibited by our global workforce who have
demonstrated strong resilience in adapting to continually evolving health and
safety guidelines while addressing these challenging times and providing
products and services to our customers.
We have implemented policies and practices to protect our workforce so they can
safely and effectively carry out their vital work, and we have revised those
policies and practices in light of guidance received from local and regional
health authorities where appropriate. We instituted global restrictions on
non-essential travel in March 2020 and the work-from-home policy for all
non-essential employees who are able to do so has continued in effect in
locations where health officials have advised such policies, including for our
global headquarters in Irving, Texas . In those locations where employees are
going to work in our facilities, we have continued taking steps, consistent with
guidelines from local and global health experts to protect our employees so that
we can continue to manufacture critical technologies and equipment, including
providing face coverings and other personal protective equipment, enhanced
cleaning of sites and implemented social distancing protocols.
Our employees and facilities have a key role in keeping essential infrastructure
and industries operating, including oil and gas, water, chemical, power
generation and other essential industries, such as food and beverage and
healthcare. While some of our facilities have experienced periods of temporary
closures during the first half of 2020 in accordance with decrees, orders and
laws in their respective countries and geographies, as of July 30, 2020 , all of
our facilities are open and operational, and are running close to pre-COVID-19
levels as we continue to make essential products and provide services for our
customers. However, the measures described above, combined with continued
employee costs and under-absorption of manufacturing costs as a result of
temporary closures and work-from-home policies, have had and are expected to
continue having an adverse impact on our financial performance throughout the
remainder of the pandemic.
Customer Demand
During the first six months of 2020, the COVID-19 pandemic's reduction in global
demand for oil and gas, coupled with excessive supply due to disagreements
between the Organization of Petroleum Exporting Countries ("OPEC") and other oil
producing nations, led to extreme volatility in global markets and in oil
prices. These conditions have adversely impacted our customers, particularly in
the oil and gas markets. For example, these conditions drove a significant and
broad-based decrease in customer planned capital spending, leading many of our
large customers have announced double-digit capital expenditure budget decreases
for the remainder of 2020. As a result, we saw overall bookings decline by 26.9%
in the second quarter of 2020 as compared to the same period in 2019, resulting
in a lower sequential backlog, though we have not seen a significant increase in
the levels of customer cancellations in our existing backlog.
Additionally, the rapidly evolving impacts of the COVID-19 pandemic have caused
reduced activity levels in our aftermarket business due to deferred spending of
our customers' repair and maintenance budgets, including the impact of
restricted access to our customers' facilities.
These trends are likely to continue during the duration of the COVID-19 pandemic
as various actions implemented to combat the pandemic will continue to reduce
demand for oil and gas. As a result, we have experienced decreased bookings,
sales and financial performance and anticipate this continuing throughout the
remainder of the pandemic. Additionally, we expect the headwinds in the oil and
gas markets that have resulted in, and are likely to continue to result in,
reduced capital expenditures and bookings for oil and gas customers to continue
at least until oil demand and prices stabilize, which may not occur until after
the pandemic subsides.
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Supply Chain Impact
Since the onset of the pandemic, many of our suppliers have also experienced
varying lengths of production and shipping conditions related to the COVID-19
pandemic, some of which continue to exist in highly affected countries such as
India . These conditions have had an adverse effect on the speed at which we can
manufacture and ship our products to customers, and have also led to an increase
in logistics, transportation and freight costs, requiring that we diversify our
supply chain and, in some instances, source materials from new suppliers.
Additionally, these conditions have in some cases impacted our ability to
deliver products to customers on time, which has in turn led to an increase in
backlog at some of our manufacturing sites. These disruptions in our supply
chain and their effects have continued throughout the of month of July and we
expect they will continue as the COVID-19 pandemic continues.
Operational Impacts
We have also engaged in a number of cost savings measures in order to help
mitigate certain of the adverse effects of the COVID-19 pandemic on our
financial results, including certain realignment activities (further described
below under "-RESULTS OF OPERATIONS - Three months ended June 30, 2020 and
2019"), a freeze on all non-essential open employment requisitions, cancellation
of merit-based payroll increases for 2020, reduction of capital expenditures to
approximately $60 million and cuts in other discretionary spending. Together, we
are planning approximately $100 million of cost reductions, excluding
realignment charges, in 2020 as compared to 2019, due in large part to our
response to the effects of COVID-19. We continue to evaluate additional cost
savings measures and will continue to implement such measures in the near term
in order to reduce the impact of the COVID-19 pandemic on our financial results.
As we continue to manage our business through this unprecedented time of
uncertainty and market volatility, we will remain focused on the health and
safety of our associates, suppliers, customers, and will continue to provide
essential products and services to our customers.
2020 Outlook
As the headwinds experienced during the first half of 2020 continue to impact
our business, we expect to see an approximately 20% decline in bookings in the
second half of 2020 as compared to the same period in 2019, with slightly less
of an impact on revenue, which we expect will decline approximately 15% as
compared to the same period in 2019. Despite these effects, however, we expect
to be able to maintain adequate liquidity over the next 12 months as we manage
through the current market environment. As of June 30, 2020 , we had
approximately $1.3 billion of liquidity, consisting of cash and cash equivalents
of $561.7 million and $722.2 million of borrowings available under our Credit
Facility. We will continue to actively monitor the potential impacts of COVID-19
and related events on the credit markets in order to maintain sufficient
liquidity and access to capital throughout 2020.
RESULTS OF OPERATIONS - Three months ended June 30, 2020 and 2019
Throughout this discussion of our results of operations, we discuss the impact
of fluctuations in foreign currency exchange rates. We have calculated currency
effects on operations by translating current year results on a monthly basis at
prior year exchange rates for the same periods.
In the second quarter of 2020, we identified and initiated certain realignment
activities resulting from our Flowserve 2.0 Transformation Program to right-size
our organizational operations based on the current business environment, with
the overall objective to reduce our workforce costs. We anticipate a total
investment in these activities of approximately $65 million and that the
majority of charges will be incurred through the remainder of 2020. Based on
actions initiated in the second quarter of 2020, we estimate that we have
achieved cost savings of approximately $5 million as of June 30, 2020 , with
approximately $2 million of those savings in COS and approximately $3 million in
SG&A. Upon completion of the realignment activities, we expect full year
run-rate cost savings of approximately $100 million . Actual savings could vary
from expected savings, which represent management's best estimate to date. There
are certain other realignment activities that are currently being evaluated, but
have not yet been finalized. The realignment programs initiated in 2015 ("2015
Realignment Programs"), which consisted of both restructuring and
non-restructuring charges, were substantially complete as of March 31, 2020 ,
resulting in $362.4 million of total charges incurred through the completion of
the programs.
In the second quarter of 2018, we launched and committed resources to our
Flowserve 2.0 Transformation, a program designed to transform our business model
to drive operational excellence, reduce complexity, accelerate growth, improve
organizational health and better leverage our existing global platform, which is
further discussed in Note 16 to our condensed consolidated financial statements
included in this Quarterly Report. We anticipate that the Flowserve 2.0
Transformation will result in further restructuring charges, non-restructuring
charges and other related transformation expenses. The Flowserve 2.0
Transformation expenses incurred primarily consist of professional services,
project management and related travel costs recorded in SG&A expenses.
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Realignment Activity The total charges incurred in the second quarter of 2020 related to our 2020 Realignment Program activities andFlowserve 2.0 Transformation by segment and the charges incurred in 2019 related to our 2015 Realignment Programs andFlowserve 2.0 Transformation by segment:
Three Months Ended
Subtotal-Reportable Eliminations and
(Amounts in thousands) FPD FCD Segments All Other Consolidated Total
Total Realignment and
Transformation Charges
COS $ 23,653 $ 5,652 $ 29,305 $ 548 $ 29,853
SG&A 9,442 4,336 13,778 20,470 34,248
Total $ 33,095 $ 9,988 $ 43,083 $ 21,018 $ 64,101
Three Months Ended
Subtotal-Reportable Eliminations and
(Amounts in thousands) FPD FCD Segments All Other Consolidated Total
Total Realignment and
Transformation Charges
COS $ 3,799 $ 65 $ 3,864 $ - $ 3,864
SG&A 1,599 $ 125 1,724 8,286 10,010
Total $ 5,398 $ 190 $ 5,588 $ 8,286 $ 13,874
Six Months Ended
Subtotal-Reportable Eliminations and
(Amounts in thousands) FPD FCD Segments All Other Consolidated Total
Total Realignment and
Transformation Charges
COS $ 25,459 $ 13,307 $ 38,766 $ 548 $ 39,314
SG&A 10,031 $ 4,381 14,412 26,758 41,170
Total $ 35,490 $ 17,688 $ 53,178 $ 27,306 $ 80,484
Six Months Ended
Subtotal-Reportable Eliminations and
(Amounts in thousands) FPD FCD Segments All Other Consolidated Total
Total Realignment and
Transformation Charges
COS $ 8,817 $ 547 $ 9,364 $ - $ 9,364
SG&A(1) (16,699) 447 (16,252) 17,245 993
Total $ (7,882) $ 994 $ (6,888) $ 17,245 $ 10,357
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(1) Primarily consists of gains from the sales of non-strategic manufacturing facilities that are included in our 2015 Realignment Programs.
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Consolidated Results
Bookings, Sales and Backlog
Three Months Ended June 30,
(Amounts in millions) 2020 2019
Bookings $ 808.3 $ 1,105.0
Sales 925.0 990.1
Six Months Ended June 30,
(Amounts in millions) 2020 2019
Bookings $ 1,783.6 $ 2,165.1
Sales 1,819.4 1,880.1
We define a booking as the receipt of a customer order that contractually
engages us to perform activities on behalf of our customer with regard to
manufacturing, service or support. Bookings recorded and subsequently canceled
within the year-to-date period are excluded from year-to-date bookings. Bookings
for the three months ended June 30, 2020 decreased by $296.7 million , or 26.9%,
as compared with the same period in 2019. The decrease included negative
currency effects of approximately $20 million . The decrease was driven by lower
bookings in the oil and gas and to a lesser extent in the general, chemical,
power generation and water management industries. The decrease was primarily
driven by customer original equipment bookings which have decreased in light of
the impacts of the COVID-19 and distressed oil prices on these industries.
Bookings for the six months ended June 30, 2020 decreased by $381.5 million , or
17.6%, as compared with the same period in 2019. The decrease included negative
currency effects of approximately $40 million . The decrease was driven by lower
bookings in the oil and gas, chemical, power generation and water management
industries, partially offset by increased bookings in the general industries.
The decrease was primarily driven by customer original equipment bookings which
have decreased in light of the impacts of the COVID-19 and distressed oil prices
on these industries.
Sales for the three months ended June 30, 2020 decreased by $65.1 million , or
6.6%, as compared with the same period in 2019. The decrease included negative
currency effects of approximately $24 million . The decreased sales were driven
by both original equipment and aftermarket sales, with decreased sales into
North America , Europe and Asia Pacific , partially offset by increased sales into
the Middle East . Net sales to international customers, including export sales
from the U.S. , were approximately 64% and 63% of total sales for the three
months ended June 30, 2020 and 2019, respectively.
Sales for the six months ended June 30, 2020 decreased by $60.7 million , or
3.2%, as compared with the same period in 2019. The decrease included negative
currency effects of approximately $39 million . The decreased sales were driven
by aftermarket sales, with decreased sales into Europe , North America , Asia
Pacific and Africa , partially offset by increased sales into the Middle East and
Latin America . Net sales to international customers, including export sales from
the U.S. , were approximately 63% and 63% of total sales for the three months
ended June 30, 2020 and 2019, respectively.
Backlog represents the aggregate value of booked but uncompleted customer orders
and is influenced primarily by bookings, sales, cancellations and currency
effects. Backlog of $2,067.2 million at June 30, 2020 decreased by $89.8
million , or 4.2%, as compared with December 31, 2019 . Currency effects provided
a decrease of approximately $32 million . Approximately 35% and 33% of the
backlog at June 30, 2020 and December 31, 2019 , respectively, was related to
aftermarket orders. Backlog includes our unsatisfied (or partially unsatisfied)
performance obligations related to contracts having an original expected
duration in excess of one year of approximately $548 million , as discussed in
Note 2 to our condensed consolidated financial statements included in this
Quarterly Report.
Gross Profit and Gross Profit Margin
Three Months Ended June 30,
(Amounts in millions, except percentages) 2020 2019 Gross profit$ 267.2 $ 318.0 Gross profit margin 28.9 % 32.1 % 37
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Six Months Ended June 30,
(Amounts in millions, except percentages) 2020 2019 Gross profit$ 533.1 $ 612.1 Gross profit margin 29.3 % 32.6 % Gross profit for the three months endedJune 30, 2020 decreased by$50.8 million , or 16.0%, as compared with the same period in 2019. Gross profit margin for the three months endedJune 30, 2020 of 28.9% decreased from 32.1% for the same period in 2019. The decrease in gross profit margin was primarily due to increased realignment charges associated with our realignment actions initiated in the second quarter of 2020 and the unfavorable impact of underutilized capacity from the COVID-19 pandemic resulting in$6.6 million of manufacturing costs being expensed and other related costs. Aftermarket sales represented approximately 50% of total sales for both three months endedJune 30, 2020 and 2019. Gross profit for the six months endedJune 30, 2020 decreased by$79.0 million , or 12.9%, as compared with the same period in 2019. Gross profit margin for the six months endedJune 30, 2020 of 29.3% decreased from 32.6% for the same period in 2019. The decrease in gross profit margin was primarily due to a sales mix shift to lower margin original equipment sales as compared to the same period in 2019, the increased realignment charges associated with our realignment actions initiated in the second quarter of 2020 and the unfavorable impact of underutilized capacity from the COVID-19 pandemic resulting in$15.0 million of manufacturing costs being expensed and other related costs. Aftermarket sales represented approximately 50% of total sales, as compared with approximately 52% of total sales for the same period in 2019.
Selling, General and Administrative Expense
Three Months Ended June 30,
(Amounts in millions, except percentages) 2020 2019 SG&A$ 227.4 $ 223.7 SG&A as a percentage of sales 24.6 % 22.6 % Six Months Ended June 30, (Amounts in millions, except percentages) 2020 2019 SG&A$ 471.0 $ 428.8 SG&A as a percentage of sales 25.9 % 22.8 % SG&A for the three months endedJune 30, 2020 increased by$3.7 million , or 1.7%, as compared with the same period in 2019. Currency effects yielded a decrease of approximately$3 million . SG&A as a percentage of sales for the three months endedJune 30, 2020 increased 200 basis points as compared with the same period in 2019 primarily due to increased realignment charges associated with our realignment actions initiated in the second quarter of 2020, partially offset by a decrease in travel and selling-related expenses compared to the same period in 2019. SG&A for the six months endedJune 30, 2020 increased by$42.2 million , or 9.8%, as compared with the same period in 2019. Currency effects yielded a decrease of approximately$6 million . SG&A as a percentage of sales for the six months endedJune 30, 2020 increased 310 basis points as compared with the same period in 2019 primarily due to increased charges related to our realignment programs, an$8.5 million write-down of accounts receivables and contract assets related to a contract with an oil and gas customer inLatin America and the favorable impacts resulting from gains from the sales of non-strategic manufacturing facilities in the first quarter of 2019 that did not recur, partially offset by a decrease in travel and selling-related expenses compared to the same period in 2019. 38 --------------------------------------------------------------------------------
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Net Earnings from Affiliates
Three Months Ended June 30,
(Amounts in millions) 2020 2019
Net earnings from affiliates $ 3.1 $ 3.7
Six Months Ended June 30,
(Amounts in millions) 2020 2019
Net earnings from affiliates $ 6.3 $ 6.0
Net earnings from affiliates for the three months ended June 30, 2020 decreased
$0.6 million , or 16.2%, as compared with the same period in 2019. The decrease
was primarily a result of decreased earnings of our FPD joint venture in South
Korea .
Net earnings from affiliates for the six months ended June 30, 2020 increased
$0.3 million or 5.0% compared with the same period in 2019. The increase was
primarily a result of increased earnings of our FPD joint venture in South
Korea .
Operating Income and Operating Margin
Three Months Ended June 30,
(Amounts in millions, except percentages) 2020
2019
Operating income$ 42.9 $ 98.0 Operating income as a percentage of sales 4.6 % 9.9 % Six Months Ended June 30, (Amounts in millions, except percentages) 2020
2019
Operating income$ 68.4 $
189.2
Operating income as a percentage of sales 3.8 %
10.1 %
Operating income for the three months endedJune 30, 2020 decreased by$55.1 million , or 56.2%, as compared with the same period in 2019. The decrease included negative currency effects of approximately$5 million . The decrease was primarily a result of the$50.8 million decrease in gross profit and the$3.7 million increase in SG&A. Operating income for the six months endedJune 30, 2020 decreased by$120.8 million , or 63.8%, as compared with the same period in 2019. The decrease included negative currency effects of approximately$6 million . The decrease was primarily a result of the$42.2 million increase in SG&A and the$79.0 million decrease in gross profit. Interest Expense and Interest Income Three Months Ended June 30, (Amounts in millions) 2020 2019 Interest expense$ (12.9) $ (14.0) Interest income 1.1 2.2 Six Months Ended June 30, (Amounts in millions) 2020 2019 Interest expense$ (25.9) $ (28.0) Interest income 2.9 4.2 39
-------------------------------------------------------------------------------- Table of Contents Interest expense for the three months endedJune 30, 2020 decreased$1.1 million , as compared with the same period in 2019. Interest income for the three months endedJune 30, 2020 decreased$1.1 million , as compared with the same period in 2019. The decrease in interest expense was primarily attributable to lower borrowings compared with same period in 2019. The decrease in interest income was partially due to lower interest rates on our average cash balances compared with same period in 2019. Interest expense for the six months endedJune 30, 2020 decreased$2.1 million , as compared with the same period in 2019. Interest income for the six months endedJune 30, 2020 decreased$1.3 million , as compared with the same period in 2019. The decrease in interest expense was primarily attributable to lower borrowings compared with same period in 2019. The decrease in interest income was partially due to lower interest rates on our average cash balances compared with same period in 2019. Other Income (Expense), Net Three Months Ended June 30, (Amounts in millions) 2020 2019 Other income (expense), net$ (14.9) $ (3.3) Six Months Ended June 30, (Amounts in millions) 2020 2019 Other income (expense), net$ 8.5 $ (6.5) Other income (expense), net for the three months endedJune 30, 2020 increased$11.6 million , as compared with the same period in 2019, due primarily to an$8.9 million increase in losses from transactions in currencies other than our sites' functional currencies and a$2.1 million increase in losses arising from transactions on foreign exchange contracts. The net change was primarily due to the foreign currency exchange rate movements in the Mexican peso, Euro, Brazilian real andSingapore dollar in relation to theU.S. dollar during the three months endedJune 30, 2020 , as compared with the same period in 2019. Other income (expense), net for the six months endedJune 30, 2020 increased$15 million from an expense of$6.5 million in 2019, due primarily to a$14.7 million increase in gains from transactions in currencies other than our sites' functional currencies and a$2.6 million increase in gains arising from transactions on foreign exchange contracts. The net change was primarily due to the foreign currency exchange rate movements in the Mexican peso, Brazilian real, Canadian dollar and Euro in relation to theU.S. dollar during the three months endedJune 30, 2020 , as compared with the same period in 2019.
Tax Expense and Tax Rate
Three Months Ended June 30,
(Amounts in millions, except percentages) 2020 2019 Provision for income taxes$ 5.4 $ 22.4 Effective tax rate 33.4 % 27.0 % Six Months Ended June 30, (Amounts in millions, except percentages) 2020 2019 Provision for income taxes$ 41.7 $ 39.0 Effective tax rate 77.3 % 24.5 % The effective tax rate of 33.4% for the three months endedJune 30, 2020 increased from 27.0% for the same period in 2019. The effective tax rate varied from theU.S. federal statutory rate for the three months endedJune 30, 2020 primarily due to the net impact of foreign operations. Refer to Note 13 to our condensed consolidated financial statements included in this Quarterly Report for further discussion. 40 -------------------------------------------------------------------------------- Table of Contents The effective tax rate of 77.3% for the six months endedJune 30, 2020 increased from 24.5% for the same period in 2019. The effective tax rate varied from theU.S. federal statutory rate for the six months endedJune 30, 2020 primarily due to the establishment of a valuation allowance against certain deferred tax assets given the current and anticipated impact to the Company's operations resulting from the COVID-19 pandemic and the distressed oil prices, and the net impact of foreign operations. Refer to Note 13 to our condensed consolidated financial statements included in this Quarterly Report for further discussion.
Other Comprehensive Income (Loss)
Three Months Ended June 30,
(Amounts in millions) 2020 2019
Other comprehensive income (loss) $ 16.9 $ (0.6)
Six Months Ended June 30,
(Amounts in millions) 2020 2019
Other comprehensive income (loss) $ (58.1) $ 7.6
Other comprehensive income (loss) for the three months ended June 30, 2020
increased $17.5 million from a loss of $0.6 million in 2019. The increased loss
was primarily due to foreign currency translation adjustments resulting
primarily from exchange rate movements of the Euro, Colombian peso, Mexican
peso, and Canadian dollar versus the U.S. dollar during the three months ended
June 30, 2020 , as compared with the same period in 2019.
Other comprehensive income (loss) for the six months ended June 30, 2020
increased $65.7 million from income of $7.6 million in the same period in 2019.
The increased loss was primarily due to foreign currency translation adjustments
resulting primarily from exchange rate movements of the Mexican peso, British
pound, Indian rupee and Colombian peso versus the U.S. dollar during the six
months ended June 30, 2020 , as compared with the same period in 2019.
Business Segments
We conduct our operations through two business segments based on the type of
product and how we manage the business. We evaluate segment performance and
allocate resources based on each segment's operating income. The key operating
results for our two business segments, FPD and FCD, are discussed below.
Flowserve Pump Division Segment Results
Our largest business segment is FPD, through which we design, manufacture,
distribute and service highly custom engineered pumps, pre-configured industrial
pumps, pump systems, mechanical seals, auxiliary systems and replacement parts
(collectively referred to as "original equipment") and related services. FPD
primarily operates in the oil and gas, power generation, chemical and general
industries. FPD operates in 49 countries with 39 manufacturing facilities
worldwide, 13 of which are located in Europe , 12 in North America , eight in Asia
and six in Latin America , and it operates 141 QRCs, including those co-located
in manufacturing facilities and/or shared with FCD.
Three Months Ended June 30,
(Amounts in millions, except percentages) 2020 2019
Bookings $ 536.5 $ 761.9
Sales 674.1 $ 674.6
Gross profit 198.0 $ 222.7
Gross profit margin 29.4 % 33.0 %
SG&A 140.6 150.2
Segment operating income 60.4 76.2
Segment operating income as a percentage of sales 9.0 % 11.3 %
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Six Months Ended June 30,
(Amounts in millions, except percentages) 2020 2019
Bookings $ 1,220.1 $ 1,512.0
Sales 1,309.7 1,284.0
Gross profit 393.7 423.3
Gross profit margin 30.1 % 33.0 %
SG&A 299.9 272.6
Segment operating income 100.1 156.6
Segment operating income as a percentage of sales 7.6 % 12.2 %
Bookings for the three months endedJune 30, 2020 decreased by$225.4 million , or 29.6%, as compared with the same period in 2019. The decrease included negative currency effects of approximately$14 million . The decrease in customer bookings was driven by decreased orders in the oil and gas, chemical and power generation industries, partially offset by increased bookings in the general industries. The decrease in customer bookings of was across all regions and was primarily driven by customer original equipment bookings which have decreased in light of the impacts of the COVID-19 and distressed oil prices on these industries. Bookings for the six months endedJune 30, 2020 decreased by$291.9 million , or 19.3%, as compared with the same period in 2019. The decrease included negative currency effects of approximately$29 million . The decrease in customer bookings was driven by decreased orders in the oil and gas, chemical and power generation industries, partially offset by increased bookings in the general industries. The decrease in customer bookings of was across all regions and was primarily driven by customer original equipment bookings which have decreased in light of the impacts of the COVID-19 and distressed oil prices on these industries. Sales for the three months endedJune 30, 2020 remained relatively flat compared with the same period in 2019 and included negative currency effects of approximately$20 million . Increases in customer original equipment sales were substantially offset by decreases in customer aftermarket sales. Customer sales increased$12.9 million into theMiddle East ,$4.3 million intoAsia Pacific and$1.3 million intoLatin America , were substantially offset by decreased sales of$14.3 million intoEurope and$3.2 million intoAfrica . Sales for the six months endedJune 30, 2020 increased$25.7 million , or 2.0%, as compared with the same period in 2019. The increase in sales included negative currency effects of approximately$31 million . The increase in sales was driven by original equipment sales. Customer sales increased$41.1 million into theMiddle East ,$21.3 million intoNorth America ,$6.0 million intoLatin America and$3.2 million intoAsia Pacific , partially offset by decreased sales of$33.3 million intoEurope and$8.3 million intoAfrica . Gross profit for the three months endedJune 30, 2020 decreased by$24.7 million , or 11.1%, as compared with the same period in 2019. Gross profit margin for the three months endedJune 30, 2020 of 29.4% decreased from 33.0% for the same period in 2019. The decrease in gross profit margin was primarily due to a sales mix shift to lower margin original equipment sales as compared to the same period in 2019, the increased charges related to our realignment actions initiated in the second quarter of 2020 and the unfavorable impact of underutilized capacity from the COVID-19 pandemic resulting in$3.3 million of manufacturing costs being expensed and other related costs, partially offset by a sales mix shift to higher margin aftermarket sales as compared to the same period in 2019. Gross profit for the six months endedJune 30, 2020 decreased by$29.6 million , or 7.0%, as compared with the same period in 2019. Gross profit margin for the six months endedJune 30, 2020 of 30.1% decreased from 33.0% for the same period in 2019. The decrease in gross profit margin was primarily due to a sales mix shift to lower margin original equipment sales as compared to the same period in 2019, the increased charges related to our realignment actions initiated in the second quarter of 2020 and the unfavorable impact of underutilized capacity from the COVID-19 pandemic resulting in$9.2 million of manufacturing costs being expensed and other related costs. SG&A for the three months endedJune 30, 2020 decreased by$9.6 million , or 6.4%, as compared with the same period in 2019. Currency effects provided a decrease of approximately$2 million . The decrease in SG&A was primarily due to a decrease in travel and selling-related expenses, partially offset by increased charges related to our realignment actions initiated in the second quarter of 2020. SG&A for the six months endedJune 30, 2020 increased by$27.3 million , or 10.0%, as compared with the same period in 2019. Currency effects provided a decrease of approximately$5 million . The increase in SG&A was primarily due to increased charges related to our realignment programs, an$8.5 million write-down of accounts receivables and contract assets related to a 42 -------------------------------------------------------------------------------- Table of Contents contract with an oil and gas customer inLatin America , the favorable impacts resulting from gains from the sales of non-strategic manufacturing facilities in the first quarter of 2019 that did not recur and increased charges related to our realignment actions initiated in the second quarter of 2020, partially offset by a decrease in travel and selling-related expenses compared to the same period in 2019. Operating income for the three months endedJune 30, 2020 decreased by$15.8 million , or 20.7%, as compared with the same period in 2019. The decrease included negative currency effects of approximately$4 million . The decrease was primarily due to the$24.7 million decrease in gross profit, partially offset by the$9.6 million decrease in SG&A . Operating income for the six months endedJune 30, 2020 decreased by$56.5 million , or 36.1%, as compared with the same period in 2019. The decrease included negative currency effects of approximately$5 million . The decrease was primarily due to the$29.6 million decrease in gross profit and the$27.3 million increase in SG&A. Backlog of$1,418.2 million atJune 30, 2020 decreased by$142.7 million , or 9.1%, as compared withDecember 31, 2019 . Currency effects provided a decrease of approximately$31 million . Flow Control Division Segment Results FCD designs, manufactures and distributes a broad portfolio of engineered-to-order and configured-to-order isolation valves, control valves, valve automation products, boiler controls and related services. FCD leverages its experience and application know-how by offering a complete menu of engineered services to complement its expansive product portfolio. FCD has a total of 49 manufacturing facilities and QRCs in 22 countries around the world, with five of its 21 manufacturing operations located in theU.S. , 10 located inEurope , five located inAsia Pacific and one located inLatin America . Based on independent industry sources, we believe that FCD is the second largest industrial valve supplier on a global basis. Three Months Ended June 30, (Amounts in millions, except percentages) 2020 2019 Bookings$ 274.6 $ 346.4 Sales 252.2 316.9 Gross profit 73.6 99.4 Gross profit margin 29.2 % 31.4 % SG&A 50.0 53.3 Segment operating income 23.6 46.2 Segment operating income as a percentage of sales 9.4 % 14.6 % Six Months Ended June 30, (Amounts in millions, except percentages) 2020 2019 Bookings$ 570.8 $ 659.6 Sales 512.6 599.1 Gross profit 147.9 197.2 Gross profit margin 28.9 % 32.9 % SG&A 107.6 106.6 Segment operating income 40.3 90.6 Segment operating income as a percentage of sales 7.9 % 15.1 % Bookings for the three months endedJune 30, 2020 decreased by$71.8 million , or 20.7%, as compared with the same period in 2019. Bookings included negative currency effects of approximately$6 million . Decreased customer bookings in the chemical and oil and gas and general industries were partially offset by increased bookings in the power generation industry. Decreased customer bookings of$37.6 million intoNorth America ,$32.9 million intoEurope ,$8.6 million into theMiddle East and$2.3 million intoAfrica were partially offset by increased bookings of$16.0 million intoAsia Pacific and$3.3 million intoLatin America . The decrease was primarily driven by customer original equipment bookings. Bookings for the six months endedJune 30, 2020 decreased by$88.8 million , or 13.5%, as compared with the same period in 2019. Bookings included negative currency effects of approximately$11 million . Decreased customer bookings in the chemical and oil and gas and general industries were partially offset by increased bookings in the power generation industry. 43 -------------------------------------------------------------------------------- Table of Contents Decreased customer bookings of$72.7 million intoNorth America ,$21.7 million intoEurope ,$4.6 million intoAfrica and$1.1 million into theMiddle East were partially offset by increased bookings of$5.5 million intoAsia Pacific and$3.1 million intoLatin America . The decrease was primarily driven by customer original equipment bookings. Sales for the three months endedJune 30, 2020 decreased$64.7 million , or 20.4%, as compared with the same period in 2019. The decrease included negative currency effects of approximately$4 million . Decreased sales were more heavily weighted towards original equipment sales. The decrease was primarily driven by decreased customer sales of$28.4 million intoNorth America ,$19.0 million intoAsia Pacific ,$13.9 million intoEurope ,$3.2 million intoLatin America and$1.7 million intoAfrica . Sales for the six months endedJune 30, 2020 decreased$86.5 million , or 14.4%, as compared with the same period in 2019. The decrease included negative currency effects of approximately$8 million . Decreased sales were primarily driven by original equipment sales. The decrease was primarily driven by decreased customer sales of$40.5 million intoNorth America ,$25.6 million intoEurope ,$20.6 million intoAsia Pacific and$3.5 million intoLatin America , partially offset by increased sales of$1.3 million intoAfrica and$1.2 million into theMiddle East . Gross profit for the three months endedJune 30, 2020 decreased by$25.8 million , or 26.0%, as compared with the same period in 2019. Gross profit margin for the three months endedJune 30, 2020 of 29.2% decreased from 31.4% for the same period in 2019. The decrease in gross profit margin was primarily due to increased charges related to our realignment actions initiated in the second quarter of 2020 and the unfavorable impact of underutilized capacity from the COVID-19 pandemic resulting in$3.4 million of manufacturing costs being expensed and other related costs. Gross profit margin for the six months endedJune 30, 2020 decreased of$49.3 million , or 25.0%, as compared with the same period in 2019. Gross profit margin for the six months endedJune 30, 2020 of 28.9% decreased from 32.9% for the same period in 2019. The decrease in gross profit margin was primarily due to increased charges related to our realignment actions initiated in the second quarter of 2020, a mix shift to more original equipment sales and revenue recognized on lower margin original equipment orders as compared to the same period in 2019 and the unfavorable impact of underutilized capacity from the COVID-19 pandemic resulting in$5.8 million of manufacturing costs being expensed and other related costs. SG&A for the three months endedJune 30, 2020 decreased by$3.3 million , or 6.2%, as compared with the same period in 2019. Currency effects provided a decrease of approximately$1 million . The decrease in SG&A was primarily due to a decrease in travel and selling-related expenses, partially offset by increased charges related to our realignment actions initiated in the second quarter of 2020. SG&A for the six months endedJune 30, 2020 increased by$1.0 million , or 0.9%, as compared with the same period in 2019. Currency effects provided a decrease of approximately$1 million . The increase in SG&A was primarily due to increased charges related to our realignment actions initiated in the second quarter of 2020, substantially offset by a decrease in travel and selling-related expenses compared to the same period in 2019. Operating income for the three months endedJune 30, 2020 decreased by$22.6 million , or 48.9%, as compared with the same period in 2019. The decrease included negative currency effects of less than$1 million . The decrease was primarily due to the$25.8 million decrease in gross profit, partially offset by the$3.3 million decrease in SG&A. Operating income for the six months endedJune 30, 2020 decreased by$50.3 million , or 55.5%, as compared with the same period in 2019. The decrease included negative currency effects of less than$1 million . The decrease was primarily due to the$49.3 million decrease in gross profit. Backlog of$652.5 million atJune 30, 2020 increased by$52.4 million , or 8.7%, as compared withDecember 31, 2019 . Currency effects provided a decrease of approximately$1 million . LIQUIDITY AND CAPITAL RESOURCES Cash Flow and Liquidity Analysis Six Months Ended June 30, (Amounts in millions) 2020 2019 Net cash flows provided (used) by operating activities$ 21.2 $ 49.4 Net cash flows provided (used) by investing activities (21.2) 15.0 Net cash flows provided (used) by financing activities (91.9) (86.8) Existing cash, cash generated by operations and borrowings available under our Senior Credit Facility are our primary sources of short-term liquidity. We monitor the depository institutions that hold our cash and cash equivalents on a regular 44 -------------------------------------------------------------------------------- Table of Contents basis, and we believe that we have placed our deposits with creditworthy financial institutions. Our sources of operating cash generally include the sale of our products and services and the conversion of our working capital, particularly accounts receivable and inventories. Our cash balance atJune 30, 2020 was$561.7 million , as compared with$671.0 million atDecember 31, 2019 . Our cash balance decreased by$109.3 million to$561.7 million atJune 30, 2020 , as compared withDecember 31, 2019 . The cash activity during the first six months of 2020 included$10.8 million of proceeds from the sale of non-strategic manufacturing facilities in 2019 that were included in our 2015 Realignment Programs,$32.1 million of share repurchases,$52.1 million in dividend payments and$32.0 million in capital expenditures. For the six months endedJune 30, 2020 , our cash provided by operating activities was$21.2 million , as compared to$49.4 million for the same period in 2019. Cash flow from working capital increased for the six months endedJune 30, 2020 , due primarily to improved cash flow related to accounts receivable, accounts payable and inventory, partially offset by reduced cash flows from contract assets. Decreases in accounts receivable provided$0.9 million of cash flow for the six months endedJune 30, 2020 , as compared to a use of$13.4 million for the same period in 2019. As ofJune 30, 2020 , our days' sales outstanding ("DSO") was 74 days as compared with 73 days as ofJune 30, 2019 . Increases in contract assets used$44.2 million of cash flow for the six months endedJune 30, 2020 , as compared to cash flows provided of$12.4 million for the same period in 2019. Increases in inventory used$36.6 million and$47.6 million of cash flow for the six months endedJune 30, 2020 andJune 30, 2019 , respectively. Inventory turns were 3.8 times atJune 30, 2020 , as compared to 3.9 as ofJune 30, 2019 . Decreases in accounts payable used$9.1 million of cash flow for the six months endedJune 30, 2020 , as compared with$20.7 million for the same period in 2019. Increases in accrued liabilities and income taxes payable provided$5.8 million of cash flow for the six months endedJune 30, 2020 , as compared with cash flows used of$56.9 million for the same period in 2019. Increases in contract liabilities provided$3.5 million and$6.7 million of cash flow for the six months endedJune 30, 2020 andJune 30, 2019 , respectively. Cash flows used by investing activities during the six months endedJune 30, 2020 were$21.2 million , as compared to cash flows provided of$15.0 million for the same period in 2019. Capital expenditures during the six months endedJune 30, 2020 were$32.0 million , an increase of$6.7 million as compared with the same period in 2019. Our capital expenditures are generally focused on strategic initiatives to pursue information technology infrastructure, ongoing scheduled replacements and upgrades and cost reduction opportunities. In 2020, total capital expenditures are expected to be approximately$60 million . In addition, proceeds received during the six months endedJune 30, 2020 from disposal of assets provided$10.8 million , primarily from the 2019 sale of non-strategic manufacturing facilities that were included in our Realignment Programs. Proceeds received during the first six months of 2019 included$40.3 million of proceeds from the sale of non-strategic manufacturing facilities that are included in our 2015 Realignment Programs. Cash flows used by financing activities during the six months endedJune 30, 2020 were$91.9 million , as compared with$86.8 million for the same period in 2019. Cash outflows during the six months endedJune 30, 2020 resulted primarily from the repurchase of$32.1 million of common shares and$52.1 million of dividend payments. As ofJune 30, 2020 , we had an available capacity of$722.2 million on our Senior Credit Facility, which provides for a$800.0 million unsecured revolving credit facility with a maturity date ofJuly 16, 2024 . Our borrowing capacity is subject to financial covenant limitations based on the terms of our Senior Credit Facility and is also reduced by outstanding letters of credit. Our Senior Credit Facility is committed and held by a diversified group of financial institutions. Refer to Note 6 to our condensed consolidated financial statements included in this Quarterly Report for additional information concerning our Senior Credit Facility. During the six months endedJune 30, 2020 we made no cash contributions to ourU.S. pension plan. AtDecember 31, 2019 ourU.S. pension plan was fully funded as defined by applicable law. After consideration of our funded status, we are currently evaluating whether we will make any incremental contributions to theU.S. pension plan in 2020. We continue to maintain an asset allocation consistent with our strategy to maximize total return, while reducing portfolio risks through asset class diversification. Considering our current debt structure and cash needs, we currently believe cash flows generated from operating activities combined with availability under our Senior Credit Facility and our existing cash balance will be sufficient to meet our cash needs for the next 12 months. Cash flows from operations could be adversely affected by economic, political and other risks associated with sales of our products, operational factors, competition, fluctuations in foreign exchange rates and fluctuations in 45 -------------------------------------------------------------------------------- Table of Contents interest rates, among other factors. See "COVID-19 Liquidity Update" and "Cautionary Note Regarding Forward-Looking Statements" below. As ofJune 30, 2020 , we have$113.6 million of remaining capacity for Board of Directors approved share repurchases. While we currently intend to continue to return cash through dividends and/or share repurchases for the foreseeable future, any future returns of cash through dividends and/or share repurchases will be reviewed individually, declared by our Board of Directors at its discretion and implemented by management. Financing Credit Facilities See Note 12 to our consolidated financial statements included in our 2019 Annual Report and Note 6 to our condensed consolidated financial statements included in this Quarterly Report for a discussion of our Senior Credit Facility and related covenants. We were in compliance with all applicable covenants under our Senior Credit Facility as ofJune 30, 2020 . COVID-19 Liquidity Update Given our current financial condition, we expect to be able to maintain adequate liquidity over the next 12 months as we manage through the current market environment. As ofJune 30, 2020 , we had approximately$1.3 billion of liquidity, consisting of cash and cash equivalents of$561.7 million and$722.2 million of borrowings available under our Credit Facility. In light of the liquidity currently available to us, and the costs savings measures planned and already in place, we expect to be able to maintain adequate liquidity over the next 12 months as we manage through the current market environment. We will continue to actively monitor the potential impacts of COVID-19 and related events on the credit markets in order to maintain sufficient liquidity and access to capital throughout 2020. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Management's discussion and analysis of financial condition and results of operations are based on our condensed consolidated financial statements and related footnotes contained within this Quarterly Report. Our critical accounting policies used in the preparation of our condensed consolidated financial statements were discussed in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2019 Annual Report. These critical policies, for which no significant changes have occurred in the six months endedJune 30, 2020 , include:
•Revenue Recognition;
•Deferred Taxes, Tax Valuation Allowances and Tax Reserves;
•Reserves for Contingent Loss;
•Retirement and Postretirement Benefits; and
•Valuation of
The process of preparing condensed consolidated financial statements in conformity withU.S. GAAP requires the use of estimates and assumptions to determine certain of the assets, liabilities, revenues and expenses. These estimates and assumptions are based upon what we believe is the best information available at the time of the estimates or assumptions. The estimates and assumptions could change materially as conditions within and beyond our control change. Accordingly, actual results could differ materially from those estimates. The significant estimates are reviewed quarterly with the Audit Committee of our Board of Directors. Based on an assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, we believe that our condensed consolidated financial statements provide a meaningful and fair perspective of our consolidated financial condition and results of operations. This is not to suggest that other general risk factors, such as changes in worldwide demand, changes in material costs, performance of acquired businesses and others, could not adversely impact our consolidated financial condition, results of operations and cash flows in future periods. See "Cautionary Note Regarding Forward-Looking Statements" below. 46 -------------------------------------------------------------------------------- Table of Contents ACCOUNTING DEVELOPMENTS We have presented the information about pronouncements not yet implemented in Note 1 to our condensed consolidated financial statements included in this Quarterly Report. Cautionary Note Regarding Forward-Looking Statements This Quarterly Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or phrases such as, "may," "should," "expects," "could," "intends," "plans," "anticipates," "estimates," "believes," "predicts" or other similar expressions are intended to identify forward-looking statements, which include, without limitation, statements concerning our future financial performance, future debt and financing levels, investment objectives, implications of litigation and regulatory investigations and other management plans for future operations and performance. The forward-looking statements included in this Quarterly Report are based on our current expectations, projections, estimates and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict. These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements and are currently, or in the future could be, amplified by the COVID-19 pandemic. Specific factors that might cause such a difference include, without limitation, the following:
•uncertainties related to the impact of the COVID-19 pandemic on our business and operations, financial results and financial position, our customers and suppliers, and on the global economy, including its impact on our sales;
•a portion of our bookings may not lead to completed sales, and our ability to convert bookings into revenues at acceptable profit margins;
•changes in the global financial markets and the availability of capital and the potential for unexpected cancellations or delays of customer orders in our reported backlog;
•our dependence on our customers' ability to make required capital investment and maintenance expenditures. The liquidity and financial position of our customers could impact capital investment decisions and their ability to pay in full and/or on a timely basis; •if we are not able to successfully execute and realize the expected financial benefits from our strategic transformation, realignment and other cost-saving initiatives, our business could be adversely affected;
•risks associated with cost overruns on fixed fee projects and in accepting customer orders for large complex custom engineered products;
•the substantial dependence of our sales on the success of the oil and gas, chemical, power generation and water management industries;
•the adverse impact of volatile raw materials prices on our products and operating margins;
•economic, political and other risks associated with our international operations, including military actions, trade embargoes or changes to tariffs or trade agreements that could affect customer markets, particularly North African, Russian and Middle Eastern markets and global oil and gas producers, and non-compliance withU.S. export/reexport control, foreign corrupt practice laws, economic sanctions and import laws and regulations;
•increased aging and slower collection of receivables, particularly in
•our exposure to fluctuations in foreign currency exchange rates, particularly the Euro and British pound and in hyperinflationary countries such asVenezuela andArgentina ;
•our furnishing of products and services to nuclear power plant facilities and other critical applications;
•potential adverse consequences resulting from litigation to which we are a party, such as litigation involving asbestos- containing material claims;
•expectations regarding acquisitions and the integration of acquired businesses;
•our relative geographical profitability and its impact on our utilization of deferred tax assets, including foreign tax credits;
•the potential adverse impact of an impairment in the carrying value of goodwill or other intangible assets;
•our dependence upon third-party suppliers whose failure to perform timely could adversely affect our business operations;
•the highly competitive nature of the markets in which we operate;
•environmental compliance costs and liabilities;
•potential work stoppages and other labor matters;
•access to public and private sources of debt financing;
•our inability to protect our intellectual property in the
•obligations under our defined benefit pension plans;
•our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud;
•the recording of increased deferred tax asset valuation allowances in the future or the impact of tax law changes on such deferred tax assets could affect our operating results;
•risks and potential liabilities associated with cyber security threats; and
•ineffective internal controls could impact the accuracy and timely reporting of our business and financial results.
These and other risks and uncertainties are more fully discussed in the risk factors identified in "Item 1A. Risk Factors" in Part I of our 2019 Annual Report, Part II of the Quarterly Report for the period endedMarch 31, 2020 , and Part II of this Quarterly Report, and may be identified in our Quarterly Reports on Form 10-Q and our other filings with theSEC and/or press releases from time to time. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any forward-looking statement.
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