The following discussion and analysis is provided to increase the understanding
of, and should be read in conjunction with, the accompanying consolidated
financial statements and notes. See "Item 1A. Risk Factors" and the section
titled "Forward-Looking Information is Subject to Risk and Uncertainty" included
in this Annual Report on Form 10-K for the year ended December 31, 2021 ("Annual
Report") for a discussion of the risks, uncertainties and assumptions associated
with these statements. Unless otherwise noted, all amounts discussed herein are
consolidated.


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 QRCs, we offer a broad array of aftermarket
equipment services, such as installation, advanced diagnostics, repair and
retrofitting. As of December 31, 2021, we have approximately 16,000 employees
("associates") globally and a footprint of manufacturing facilities and QRCs in
more than 50 countries.

Our business model is significantly influenced by the capital spending of global
infrastructure industries for the placement of new products into service and
maintenance spending for aftermarket services for existing operations. The
worldwide installed base of our products is an important source of aftermarket
revenue, where products are intended to maximize operating time of many key
industrial processes. We continue to invest 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 business, which is primarily served by our network of
155 QRCs located around the globe, some of which are shared by our two business
segments, 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 profitable growth
strategy.

Our operations are conducted through two business segments that are referenced
throughout this Management's Discussion and Analysis of Financial Condition and
Results of Operations ("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 high number of common customers. These segments also have complementary
product offerings and technologies that are often combined in applications that
provide us a net competitive advantage. Our segments also benefit from our
global footprint, our economies of scale in reducing administrative and overhead
costs to serve customers more cost effectively and shared leadership for
operational support functions, such as 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, we continuously improve our global
operations. Despite recent headwinds caused
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by the COVID-19 pandemic as well as recent supply chain disruption and labor
constraints, 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.

COVID-19 Update

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. We expect that widespread implications of
the pandemic worldwide will continue to cause substantial economic uncertainty
and challenging operational conditions through 2022. We continue to actively
monitor the impacts of the COVID-19 pandemic on all aspects of our business and
geographies.

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



The health and safety of our associates, suppliers and customers around the
world continues to be a priority as we navigate the COVID-19 pandemic, including
recent spikes in cases of the virus and its variants in various geographies in
which we operate. These recent spikes caused significant labor availability
issues among our associates in the second half of 2021, which contributed to the
COVID-19 operational challenges faced during the second half of 2021. 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.

At the beginning of the pandemic we implemented policies and practices to help
protect our workforce so they can safely and effectively carry out their vital
work, and we have continued to revise those policies and practices in light of
guidance received from local and regional health authorities where appropriate.
For employees working in our facilities, including our global headquarters in
Irving, Texas, which began a phased reopening during the second quarter of 2021,
we continue taking steps, consistent with guidelines from local and global
health experts to protect our employees so that we can continue operations and
manufacture critical technologies and equipment, including providing face
coverings and other personal protective equipment, enhanced cleaning of sites
and the implementation of 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. All of our facilities are open and operational as we continue to
make essential products and provide services for our customers. 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. Despite the
increased challenges of labor availability in the second half of 2021, we
continue to expect a decline of these adverse impacts as we navigate further
through the pandemic in 2022.

Customer Demand

During the year the ongoing effects of the COVID-19 pandemic in global markets
have continued to adversely impact our customers, particularly in the oil and
gas markets. As a result of the pandemic's effect (among certain other effects)
on oil prices during 2020, many of our large customers reduced capital
expenditures and budgets last year. To date, while spending for maintenance and
repair projects and aftermarket services have returned close to pre-pandemic
levels, project-based customer spending has yet to return to pre-pandemic levels
despite some modest improvement during the year. In this regard, we saw an
overall increase in bookings of 10.6% during 2021 as compared to the same period
in 2020. Despite the modest improvement in customer spending, during the fourth
quarter of the year we continued to experience customer-driven delays in the
witnessing and inspection necessary to take delivery of equipment, which we
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expect will continue as long as we and our customers continue to experience the
supply chain and logistics headwinds described below under the heading "Supply
Chain Impact."

While many of the repair and maintenance projects that were paused by our
customers last year as a result of the pandemic have gone forward in 2021 and
others will ultimately need to be completed, the timing will largely depend on
the duration of the COVID-19 pandemic and how the virus continues to spread in
our customers' various geographies, given the impact of the pandemic on demand,
utilization and required maintenance. While we saw some recovery in capital
expenditure budgets in 2021 and, therefore, our bookings during the year,
capital spending did not approach pre-pandemic levels in 2021. We expect planned
capital spending to increase in 2022 but remain below pre-pandemic levels.

Supply Chain Impact



Since the onset of the pandemic, many of our suppliers have also experienced
varying lengths of production and shipping delays related to the COVID-19
pandemic, some of which continue to exist in highly affected countries.
Additionally, the global supply chain and logistics constraints that are
currently affecting global markets caused additional headwinds in the second
half of the year. 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 and we expect they will continue
as the COVID-19 pandemic and ongoing global supply chain and logistics headwinds
continue.

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 "OUR RESULTS OF OPERATIONS") for the period ended December 31, 2021,
reductions in capital expenditures and continued cuts in other discretionary
spending due to our response to the effects of COVID-19, which partially offsets
the continued costs and operational impacts of the safety protocols and
procedures that we have implemented and sustained as described above under the
heading "Health and Safety of Our Associates." We continue to evaluate
additional cost savings measures in order to reduce the impact of the COVID-19
pandemic on our financial results.

We continually monitor and assess the spread of COVID-19 and known variants,
including in areas that have seen recent increases in cases, and we will
continue to adapt our operations to respond the changing conditions as needed.
During the fourth quarter, we experienced increased difficulty in maintaining
staffing and productivity levels due to both a higher infection rate among
associates requiring quarantine and a tighter labor market for new hiring. As we
continue to manage our business through this 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.

Our Markets



Our products and services are used in several distinct industries: oil and gas,
chemical, power generation, water management, and several other industries, such
as mining, steel and paper, that are collectively referred to as "general
industries."

Oil and Gas



The oil and gas industry, which represented approximately 35% and 34% of our
bookings in 2021 and 2020, respectively, experienced a material decrease in
capital spending in 2020 compared to the previous year. The decrease was
primarily due to decreased project activity and short cycle investment resulting
from the pandemic's negative impact on demand for refined products. Customers'
repair and maintenance budgets improved in 2021 where bookings levels returned
to roughly pre-pandemic levels, partially offsetting the decreased project
activity and short cycle investment.

The outlook for the oil and gas industry is heavily dependent on the duration of
the pandemic and its impact on fuel demand, demand growth from both mature
markets and developing geographies as well as changes in the regulatory
environment. While we believe that the pandemic will continue to negatively
impact our customers' capital investment budgets, we expect 2022 capital
investment to increase, but not to pre-pandemic levels. We further believe
improved and stable oil prices provide support for increased demand for our
aftermarket products and services. We believe the medium and long-term
fundamentals for this industry remain attractive and see a stabilized
environment with expected increased fuel demand on improved pandemic management,
and as the industry works through current excess supply. In addition, we
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believe projected depletion rates of existing fields and forecasted long-term demand growth will require additional investments. With our long-standing reputation in providing successful solutions for upstream, mid-stream and downstream applications, along with the advancements in our portfolio of offerings, we believe that we continue to be well-positioned to assist our customers in this improving environment.

Chemical



The chemical industry represented approximately 24% and 24% of our bookings in
2021 and 2020, respectively. The chemical industry is comprised of
petrochemical, specialty chemical and pharmaceutical products. Capital spending
in 2021 decreased primarily due to the pandemic's negative impact on demand for
chemical products. Customers' repair and maintenance budgets improved in 2021
where bookings levels returned to roughly pre-pandemic levels.

The outlook for the chemical industry remains heavily dependent on global
economic conditions. As global economies and unemployment conditions improve, a
rise in consumer spending should follow. An increase in spending would drive
greater demand for petrochemical, specialty chemical and pharmaceutical products
supporting improved levels of capital investment. We believe the chemical
industry will continue to invest in North America and Middle East capacity
additions, maintenance and upgrades for optimization of existing assets and that
developing regions will selectively invest in capital infrastructure to meet
current and future indigenous demand. We believe our global presence and our
localized aftermarket capabilities are well-positioned to serve the potential
growth opportunities in this industry.

Power Generation



The power generation industry represented approximately 12% and 13% of our
bookings in 2021 and 2020, respectively. In 2021, the power generation industry
continued to experience softness in thermal power generation capital spending in
the mature and key developing markets.

Natural gas-fired combined cycle ("NGCC") plants increased their share of the
energy mix, driven by market prices for gas remaining low and stable (partially
due to the increasing global availability of liquefied natural gas ("LNG")), low
capital expenditures, and the ability of NGCC to stabilize unpredictable
renewable sources. With the potential of unconventional sources of gas, the
global power generation industry is forecasting an increased use of this form of
fuel for power generation plants.

Despite fewer new nuclear plants being constructed in recent years, nuclear
power remains an important contributor to the global energy mix. We continue to
support our significant installed base in the global nuclear fleet by providing
aftermarket and life extension products and services. Due to our extensive
history, we believe we are well positioned to take advantage of this ongoing
source of aftermarket and new construction opportunities.

Global efforts to limit the emissions of carbon dioxide may have some adverse
effect on thermal power investment plans depending on the potential requirements
imposed and the timing of compliance by country. However, many proposed methods
of capturing and limiting carbon dioxide emissions offer business opportunities
for our products and services. At the same time, we continue to take advantage
of new investments in concentrated solar power generating capacity, where our
pumps, valves, and seals are uniquely positioned for both molten salt
applications as well as the traditional steam cycle.

We believe the long-term fundamentals for the power generation industry remain
solid based on projected increases in demand for electricity driven by global
population growth, growth of urbanization in developing markets and the
increased use of electricity driven transportation. We also believe that our
long-standing reputation in the power generation industry, our portfolio of
offerings for the various generating methods, our advancements in serving the
renewable energy market and carbon capture methodologies, as well as our global
service and support structure, position us well for the future opportunities in
this important industry.

Water Management

The water management industry represented approximately 3% and 3% of our
bookings in 2021 and 2020, respectively. Water management industry activity
levels increased in 2021 following the decrease in 2020 primarily due to the
pandemic's negative impact on government budgets across the globe. Worldwide
demand for fresh water, water treatment and re-use, desalination and flood
control are expected to create requirements for new facilities or for upgrades
of existing systems, many of which require products that we offer, particularly
pumps. With improved management of the pandemic, we expect capital and
aftermarket spending to rise in developed and emerging markets with governments
and private industry providing funding for critical projects when their
priorities shift away from pandemic-management.
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The proportion of people living in regions that find it difficult to meet water requirements is expected to double by 2025. We believe that the persistent demand for fresh water during all economic cycles supports continued investments, especially in North America and developing regions.

General Industries



General industries represented, in the aggregate, approximately 26% and 26% of
our bookings in 2021 and 2020, respectively. General industries comprise a
variety of different businesses, including mining and ore processing, pulp and
paper, food and beverage and other smaller applications, none of which
individually represented more than 5% of total bookings in 2021 and 2020.
General industries also include sales to distributors, whose end customers
operate in the industries we primarily serve. General industry activity levels
increased in 2021 primarily due to customers' improved repair and maintenance
budgets.

The outlook for this group of industries is heavily dependent upon the condition
of global economies and consumer confidence levels. The long-term fundamentals
of many of these industries remain sound, as many of the products produced by
these industries are common staples of industrialized and urbanized economies.
We believe that our specialty product offerings designed for these industries
and our aftermarket service capabilities will provide continued business
opportunities.


Outlook for 2022

As the world continues to make progress against COVID-19 largely through
increased vaccinations, we have seen an inflection in our served end-markets as
commodity prices and mobility levels increase. With our increased backlog and
improved market environment we expect to return to growth in 2022, however the
combined effects of the supply chain, logistics and labor availability headwinds
are expected to continue into the first half of 2022. Further, we have not seen
and do not expect to see an increase in cancellations from our backlog. We
therefore expect to continue to deliver on our backlog during 2022, though with
a slightly longer cycle time than originally expected.

Our bookings were $3.8 billion during 2021. Because a booking represents a
contract that can be, in certain circumstances, modified or canceled, and can
include varying lengths between the time of booking and the time of revenue
recognition, there is no guarantee that bookings will result in comparable
revenues or otherwise be indicative of future results. Assuming continued
progress with the pandemic and other supply chain, logistics and labor
availability headwinds, we further expect full-year bookings in 2022 to increase
versus 2021 levels.

On December 31, 2021, we had $988.1 million of fixed-rate Senior Notes
outstanding.  We expect our interest expense in 2022 will be lower compared with
amounts incurred in 2021. Our results of operations may also be impacted by
unfavorable foreign currency exchange rate movements. See "Item 7A. Quantitative
and Qualitative Disclosures about Market Risk" of this Annual Report.

We expect to generate sufficient cash from operations and have sufficient
capacity under our Senior Credit Facility to fund our working capital, capital
expenditures, dividend payments, share repurchases, debt payments and pension
plan contributions in 2022. The amount of cash generated or consumed by working
capital is dependent on our level of revenues, customer cash advances, backlog,
customer-driven delays and other factors. We will seek to improve our working
capital utilization, with a particular focus on improving the management of
accounts receivable and inventory. In 2022, our cash flows for investing
activities will be focused on strategic initiatives, information technology
infrastructure, general upgrades and cost reduction opportunities and we
currently estimate capital expenditures to be between $70 million and
$80 million, before consideration of any acquisition activity.

We currently anticipate that our minimum contribution to our qualified
U.S. pension plan will be approximately $20 million, excluding direct benefits
paid, in 2022 in order to maintain fully-funded status as defined by applicable
law. We currently anticipate that our contributions to our non-U.S. pension
plans will be approximately $2 million in 2022, excluding direct benefits paid.


OUR RESULTS OF OPERATIONS
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The following is the discussion and analysis of changes in the financial
condition and results of operations for fiscal year December 31, 2021 compared
to fiscal year 2020. The discussion and analysis of changes in the financial
condition and results of operations for fiscal year 2020 compared to fiscal year
2019 that are not included in this Form 10-K may be found in Part II, Item 7 of
our Annual Report on Form 10-K for the fiscal year ended December 31, 2020,
filed with the SEC on February 23, 2021. During the first quarter of 2021, as
previously disclosed, we identified an accounting error involving foreign
currency transactions beginning with the first quarter of 2020 through the year
ended December 31, 2020. These adjustments increased retirement obligations and
other liabilities by $1.5 million, retained earnings by $14.1 million and
accumulated other comprehensive loss by $15.6 million as of December 31, 2020.
We have assessed the above described error and concluded the effects were not
material to the period ended December 31, 2020. The December 31, 2020 balances,
as presented herein, have been revised. Refer to Note 2 for a detailed
discussion related to the impact of the revision to the December 31, 2020
balances.

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.

Realignment Activity



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 17 to our consolidated financial statements included
in this Quarterly Report. The Flowserve 2.0 Transformation expenses incurred
primarily consists of professional services, project management and related
travel costs recorded in SG&A expenses. As of December 31, 2020, the Flowserve
2.0 Transformation efforts were substantially complete and resulted in total
program expense incurred of approximately $92 million of which approximately $23
million was incurred in 2020.

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 2020 Realignment Program activities of approximately $95 million
and the majority of the charges were incurred in 2020 and 2021. There are
certain other realignment activities that are being evaluated, but have not yet
been finalized and therefore not included in the total anticipated realignment
investment above. Based on the actions initiated with the 2020 Realignment
Program, we estimate that we have achieved run-rate cost savings of
approximately $106 million as of December 31, 2021, with approximately
$56 million of those savings in COS and approximately $50 million SG&A. Upon
completion of the 2020 Realignment Program activities, we expect full year
run-rate cost savings of approximately $125 million. Actual savings could vary
from expected savings, which represent management's best estimate to date.

The total charges incurred in 2021 and 2020 related to our 2020 Realignment
Program and Flowserve 2.0 Transformation activities by segment are presented in
the following tables:

                                                                                  December 31, 2021

                                                                          Subtotal-Reportable
 (Amounts in thousands)                  FPD              FCD                   Segments                 All Other           Consolidated Total

Total Realignment Program Charges


   COS                               $ 14,249          $ 2,007          $              16,256          $      590          $            16,846
   SG&A                                 1,033              699                          1,732               3,913                        5,645

Total                                $ 15,282          $ 2,706          $              17,988          $    4,503          $            22,491


                                       32

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                                                                                   December 31, 2020

                                                                            Subtotal-Reportable
 (Amounts in thousands)                   FPD               FCD                   Segments                All Other          Consolidated Total
Total Realignment and Transformation
Program Charges
   COS                                $ 38,838          $  8,407          $              47,245          $      52          $           47,297
   SG&A(1)                              11,322             4,940                         16,262             41,230                      57,492

Total                                 $ 50,160          $ 13,347          $              63,507          $  41,282          $          104,789


_________________________

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




Bookings and Backlog

                             2021           2020           2019
                                    (Amounts in millions)
Bookings                  $ 3,774.4      $ 3,411.6      $ 4,238.3
Backlog (at period end)     2,003.6        1,854.9        2,157.0


We define a booking as the receipt of a customer order that contractually
engages us to perform activities on behalf of our customer in regard to the
manufacture, delivery, and/or support of products or the delivery of service.
Bookings recorded and subsequently canceled within the same fiscal period are
excluded from reported bookings. Bookings cancelled from the prior fiscal
periods are excluded from the reported bookings and represent less than 1% for
all periods presented. Bookings of $3.8 billion in 2021 increased by $362.8
million, or 10.6%, as compared with 2020. The increase included currency
benefits of approximately $64 million. The increase was driven by increased
customer bookings in the oil and gas, chemical, general and water industries,
partially offset by decreased bookings in the power generation industry. The
increase in customer bookings was driven by both original equipment and
aftermarket bookings.

Backlog represents the aggregate value of booked but uncompleted customer orders
and is influenced primarily by bookings, sales, cancellations and currency
effects. Backlog of $2.0 billion at December 31, 2021 increased by $148.7
million, or 8.0%, as compared with December 31, 2020. Currency effects provided
a decrease of approximately $42 million (currency effects on backlog are
calculated using the change in period end exchange rates). Backlog related to
aftermarket orders was approximately 38% and 36% of the backlog at December 31,
2021 and 2020, respectively. We expect to recognize revenue on approximately 90%
of December 31, 2021 backlog during 2022. Backlog includes our unsatisfied (or
partially unsatisfied) performance obligations related to contracts having an
original expected duration in excess of one year of approximately $430 million
as discussed in Note 3 to our consolidated financial statements included in Item
8 of this Annual Report.


Sales

           2021           2020           2019
                  (Amounts in millions)
Sales   $ 3,541.1      $ 3,728.1      $ 3,939.7


Sales in 2021 decreased by $187.0 million, or 5.0%, as compared with 2020. The
decrease included currency benefits of approximately $66 million. The decrease
in sales was driven by original equipment, with decreased sales into North
America, the Middle East, Africa and Europe, partially offset by increased sales
into Asia Pacific and Latin America. Aftermarket sales represented approximately
52% of total sales, as compared with approximately 49% of total sales for the
same period in 2020.

Sales to international customers, including export sales from the U.S., were
approximately 67% of total sales in 2021 and 65% in 2020. Sales into Europe, the
Middle East and Africa ("EMA") were approximately 32% of total sales in 2021
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and 33% in 2020. Sales into Asia Pacific were approximately 23% of total sales for 2021 and 22% in 2020. Sales into Latin America were approximately 7% of total sales in 2021 and 6% in 2020.

Gross Profit and Gross Profit Margin



                            2021                          2020            2019
                               (Amounts in millions, except percentages)
Gross profit          $     1,049.7                   $ 1,116.8       $ 1,289.3
Gross profit margin            29.6   %                    30.0  %         32.7  %


Gross profit in 2021 decreased by $67.1 million, or 6.0%, as compared with 2020.
Gross profit margin in 2021 of 29.6% decreased from 30.0% in 2020. The decrease
was primarily due to revenue recognized on lower margin original equipment
orders and lower customer sales volumes due to supply chain and logistical
impacts related to COVID-19, partially offset by a $15.0 million charge of
underutilized capacity manufacturing costs expensed related to the COVID-19
pandemic in 2020 that did not recur, a mix shift to higher margin aftermarket
sales and decreased charges and increased savings related to our realignment
actions as compared to the same period in 2020.


SG&A

                                      2021                               2020          2019
                                          (Amounts in millions, except percentages)
SG&A                            $       797.1                         $ 878.2       $ 913.2
SG&A as a percentage of sales            22.5   %                        23.6  %       23.2  %


SG&A in 2021 decreased by $81.1 million, or 9.2%, as compared with 2020.
Currency effects yielded an increase of approximately $10 million. In 2021, SG&A
as a percentage of sales decreased 110 basis points as compared with the same
period in 2020. The decrease in SG&A, including currency, was due to decreased
charges and increased savings related to our realignment actions, decreased
travel-related expenses and lower bad debt expense, partially offset by
increased broad-based annual incentive compensation as compared with the same
period in 2020.


Net Earnings from Affiliates

                                   2021           2020        2019
                                       (Amounts in millions)
Net earnings from affiliates   $   16.3         $ 11.8      $ 10.5


Net earnings from affiliates represents our net income from investments in six
joint ventures (one located in each of Chile, China, India, Saudi Arabia, South
Korea and the United Arab Emirates) that are accounted for using the equity
method of accounting. Net earnings from affiliates in 2021 increased by $4.5
million, or 38.1%, as compared to the prior year, primarily as a result of
increased earnings of our FPD joint venture in South Korea.


Operating Income

                                                                 2021                 2020              2019
                                                                 (Amounts in millions, except percentages)
Operating income                                           $       270.8           $  250.3          $  386.6
Operating income as a percentage of sales                            7.6   %            6.7  %            9.8  %


Operating income in 2021 increased by $20.5 million, or 8.2%, as compared with
2020. The increase included currency benefits of approximately $8 million. The
increase was primarily a result of the $81.1 million decrease in SG&A, partially
offset by the $67.1 million decrease in gross profit.
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Interest Expense and Interest Income



                     2021         2020         2019
                          (Amounts in millions)
Interest expense   $ (57.6)     $ (56.2)     $ (55.0)
Interest income        2.8          4.2          8.4


Interest expense in 2021 increased by $1.4 million as compared with 2020. The
increase was primarily attributable to interest expense associated with the
senior notes issued in the third quarter of 2020. Interest income in 2021
decreased by $1.4 million as compared to 2020. The decrease in interest income
was partially due to lower interest rates on our average cash balances compared
with same period in 2020.


Loss on Extinguishment of Debt



                                       2021            2020       2019
                                         (Amounts in millions)

Loss on extinguishment of debt $ (46.2) $ (1.2) $ -

Loss on extinguishment of debt in 2021 of $46.2 million resulted from the redemption of our 2023 Senior Notes, 2022 Senior Notes and 2022 Euro Senior Notes and the write-off of deferred financing fees due to the amendment and restatement of the previous Senior Credit facility. See Note 13 to our consolidated financial statements included in Item 8 of this Annual Report for additional information on these transactions.




Other Income (Expense), net

                                 2021         2020        2019
                                     (Amounts in millions)
Other income (expense), net   $   (36.1)     $ 5.2      $ (17.6)


Other income (expense), net decreased $41.3 million as compared to 2020, due to
a $50.7 million increase in losses from transactions in currencies other than
our sites' functional currencies, partially offset by a $13.6 million increase
in gains from foreign exchange contracts.  The net change was primarily due to
the foreign currency exchange rate movements in the Canadian dollar, Emirati
dirham, Euro and Japanese yen during the year ended December 31, 2021, as
compared with the same period in 2020.


Income Tax and Tax Rate

                                                                2021                2020              2019
                                                               (Amounts in millions, except percentages)
Provision for (benefit from) income taxes                 $       (2.6)          $   61.4          $   75.5
Effective tax rate                                                (1.9)  %           30.4  %           23.4  %



Our effective tax rate of (1.9)% for the year ended December 31, 2021 decreased
from 30.4% in 2020 primarily due to the net impact of foreign operations, the
reversal of certain deferred tax liabilities as a result of legal entity
restructurings, favorable resolution of audits in foreign jurisdictions in 2021
and the establishment of a valuation allowance against certain deferred tax
assets in 2020. The 2021 effective tax rate differed from the federal statutory
rate of 21% primarily due to the net impact of foreign operations and the
reversal of certain deferred tax liabilities as a result of legal entity
restructurings.



                                       35

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The 2020 effective tax rate differed from the federal statutory rate of 21% 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.



Our effective tax rate is based upon current earnings and estimates of future
taxable earnings for each domestic and international location. Changes in any of
these and other factors, including our ability to utilize foreign tax credits
and net operating losses or results from tax audits, could impact the tax rate
in future periods. As of December 31, 2021, we have foreign tax credits of
$86.4 million, expiring in 2026 and 2028-2031 tax years, against which we
recorded a valuation allowance of $86.4 million. Additionally, we have recorded
other net deferred tax assets of $44.0 million, which relate to net operating
losses, tax credits and other deductible temporary differences that are
available to reduce taxable income in future periods, most of which do not have
a definite expiration. Should we not be able to utilize all or a portion of
these credits and losses, our effective tax rate would increase.


Net Earnings and Earnings Per Share



                                                                2021                   2020                2019
                                                              (Amounts in millions, except per share amounts)
Net earnings attributable to Flowserve Corporation      $           125.9          $    130.4          $    238.8
Net earnings per share - diluted                        $            0.96          $     1.00          $     1.81
Average diluted shares                                              130.9               131.1               131.7


Net earnings in 2021 decreased by $4.5 million to $125.9 million, or to $0.96
per diluted share, as compared with 2020. The decrease was primarily
attributable to an increase in loss on extinguishment of debt of $45.0 million,
a $41.3 million decrease in other income (expense), net and a $2.8 million
decrease in interest income (expense), net, partially offset by an increase in
operating income of $20.5 million and a $64.0 million decrease in tax expense.


Other Comprehensive Income (Loss)



                                       2021         2020         2019
                                           (Amounts in millions)

Other comprehensive income (loss) $ 44.7 $ (24.6) $ (9.8)





Other comprehensive income (loss) in 2021 increased by $69.3 million from a loss
of $24.6 million in 2020. The income was primarily due to foreign currency
translation adjustments resulting primarily from exchange rate movements of the
Euro, Colombian peso and Mexican peso versus the U.S. dollar at December 31,
2021 as compared with 2020.


Business Segments

We conduct our operations through two business segments based on type of product
and how we manage the business. We evaluate segment performance and allocate
resources based on each segment's operating income. See Note 20 to our
consolidated financial statements included in Item 8 of this Annual Report for
further discussion of our segments. 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,
pre-test, distribute and service specialty and highly-engineered custom and
pre-configured pumps and pump systems, mechanical seals and auxiliary systems
(collectively referred to as "original equipment"). FPD includes longer lead
time, highly-engineered pump products and mechanical seals that are generally
manufactured within shorter lead times. FPD also manufactures replacement parts
and related equipment and provides aftermarket services. FPD primarily operates
in the oil and gas, petrochemical, chemical, power generation, water management
and general industries. FPD operates in 49 countries with
                                       36
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35 manufacturing facilities worldwide, 10 of which are located in Europe, 11 in
North America, eight in Asia Pacific and six in Latin America, and we have 134
QRCs, including those co-located in manufacturing facilities and/or shared with
FCD.

                                                                                     FPD
                                                                 2021                  2020               2019
                                                                  (Amounts in millions, except percentages)
Bookings                                                   $     2,675.7           $ 2,358.4          $ 3,007.9
Sales                                                            2,470.8             2,675.7            2,706.3
Gross profit                                                       760.4               811.4              899.3
Gross profit margin                                                 30.8   %            30.3  %            33.2  %
SG&A                                                               535.6               552.2              566.3
Gain on sale of business                                             1.8                   -                  -
Segment operating income                                           243.2               271.0              343.5
Segment operating income as a percentage of sales                    9.8   %            10.1  %            12.7  %
Backlog (at period end)                                          1,368.9             1,236.9            1,560.9


Bookings in 2021 increased by $317.3 million, or 13.5%, as compared with 2020.
The increase included currency benefits of approximately $44 million. The
increase in customer bookings was driven by increased orders in the oil and gas,
chemical, general and water industries, partially offset by decreased bookings
in the power generation industry. Increased customer bookings of $172.8 million
into North America, $91.5 million into the Middle East, $43.9 million into
Europe, $26.5 million into Africa and $44.2 million into Latin America, were
partially offset by decreased customer bookings of $64.9 million into Asia
Pacific. The increase in customer bookings was more heavily weighted towards
aftermarket bookings. Of the $2.7 billion of bookings in 2021, approximately 39%
were from oil and gas, 25% from general industries, 21% from chemical, 10% from
power generation and 5% from water management.

Sales in 2021 decreased $204.9 million, or 7.7%, as compared with 2020. The
decrease included currency benefits of approximately $44 million. The decrease
was driven primarily by customer original equipment, resulting from decreased
customer sales of $86.3 million into North America, $29.0 million into the
Middle East, $56.4 million into Asia Pacific, $20.1 million into Africa and
$39.0 million into Europe, partially offset by increased sales of $19.3 million
into Latin America.

Gross profit in 2021 decreased by $51.0 million, or 6.3%, as compared with 2020.
Gross profit margin in 2021 of 30.8% increased from 30.3% in 2020. The increase
in gross profit margin was primarily attributable to decreased charges and
increased savings under our realignment actions as compared to the same period
in 2020, a $9.2 million charge of underutilized capacity manufacturing costs
expensed related to the COVID-19 pandemic in 2020 that did not recur and a mix
shift to higher margin aftermarket sales, partially offset by revenue recognized
on lower margin original equipment orders and lower customer sales volumes due
to supply chain and logistical impacts related to COVID-19.

SG&A in 2021 decreased by $16.6 million, or 3.0%, as compared with 2020.
Currency effects provided an increase of approximately $8 million. The decrease
in SG&A, including currency, was due to favorable impacts on SG&A due to a
decrease in travel, administrative and selling-related expenses, lower bad debt
expense and decreased charges and increased savings under our realignment
actions, partially offset by increased broad-based annual incentive compensation
as compared to the same period in 2020.

Operating income in 2021 decreased by $27.8 million, or 10.3%, as compared with
2020. The decrease included currency benefits of approximately $6 million. The
decrease was due to the $51.0 million decrease in gross profit, partially offset
by the $16.6 million decrease in SG&A.

Backlog of $1.4 billion at December 31, 2021 increased by $132.0 million, or
10.7%, as compared with December 31, 2020. Currency effects provided a decrease
of approximately $29 million.


                                       37

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Flow Control Division Segment Results



FCD designs, manufactures, distributes and services a broad portfolio of
engineered and industrial valve and automation solutions, including isolation
and control valves, actuation, controls and related equipment. FCD leverages its
experience and application know-how by offering a complete menu of engineering
and project management services to complement its expansive product portfolio.
FCD has a total of 45 manufacturing facilities and QRCs in 22 countries around
the world, with five of its 19 manufacturing operations located in the U.S.,
eight located in Europe, five located in Asia Pacific and one located in Latin
America. We believe that FCD is the second largest industrial valve supplier in
the world.

                                                                                     FCD
                                                                 2021                  2020               2019
                                                                  (Amounts in millions, except percentages)
Bookings                                                   $     1,112.8           $ 1,065.8          $ 1,240.9
Sales                                                            1,075.9             1,057.5            1,238.9
Gross profit                                                       316.7               321.9              405.5
Gross profit margin                                                 29.4   %            30.4  %            32.7  %
SG&A                                                               197.4               196.3              213.6

Segment operating income                                           119.7               125.6              191.9
Segment operating income as a percentage of sales                   11.1   %            11.9  %            15.5  %
Backlog (at period end)                                            639.8               623.1              600.0


Bookings in 2021 increased $47.0 million, or 4.4%, as compared with 2020. The
increase included currency benefits of approximately $20 million. The increase
in customer bookings was driven by higher bookings in general, chemical and
power generation industries, partially offset by lower bookings in the oil and
gas industry. Increased customer bookings of $82.1 million into North America
and $8.0 million into Europe, were partially offset by decreased bookings of
$28.5 million into Asia Pacific, $6.7 million into the Middle East, $6.6 million
into Latin America and $0.3 million into Africa. The increase was driven by
original equipment bookings. Of the $1.1 billion of bookings in 2021,
approximately 33% were from chemical, 26% were from oil and gas, 26% from
general industries and 15% from power generation.

Sales in 2021 increased by $18.4 million, or 1.7%, as compared with 2020. The
increase included currency benefits of approximately $22 million and was driven
by increased customer aftermarket sales. Sales increased $65.8 million into Asia
Pacific, $2.3 million into the Middle East and $4.2 million into Latin America,
partially offset by decreased customer sales of $37.1 million into North
America, $5.9 million into Europe and $5.3 million into Africa.

Gross profit in 2021 decreased by $5.2 million, or 1.6%, as compared with 2020.
Gross profit margin in 2021 of 29.4% decreased from 30.4% in 2020. The decrease
in gross profit margin was primarily attributable to revenue recognized on lower
margin original equipment orders, inflationary cost pressure and lower sales
volume due to supply chain and logistical impacts related to COVID-19, partially
offset by a mix shift to higher margin aftermarket sales, a $5.8 million charge
of underutilized capacity manufacturing costs expensed related to the COVID-19
pandemic in 2020 that did not recur and decreased charges and increased savings
under our realignment actions as compared to the same period in 2020.

SG&A in 2021 increased by $1.1 million, or 0.6% as compared with 2020. Currency
effects provided an increase of approximately $3 million. The increase in SG&A
was primarily due to increased selling-related costs, partially offset by
decreased charges and increased savings related to our realignment actions as
compared to the same period in 2020.

Operating income in 2021 decreased by $5.9 million, or 4.7%, as compared with
2020. The decrease included currency benefits of approximately $3 million. The
decrease was primarily due to the $5.2 million decrease in gross profit and the
increase in SG&A of $1.1 million.

Backlog of $639.8 million at December 31, 2021 increased by $16.7 million, or
2.7%, as compared with December 31, 2020. Currency effects provided a decrease
of approximately $13 million.


                                       38

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LIQUIDITY AND CAPITAL RESOURCES



Cash Flow Analysis

                                                           2021         2020         2019
                                                                (Amounts in millions)
Net cash flows provided (used) by operating activities   $ 250.1      $ 310.5      $ 324.1
Net cash flows provided (used) by investing activities     (59.5)       (41.7)       (33.4)
Net cash flows provided (used) by financing activities    (599.7)       147.6       (231.5)


The following is a discussion and analysis of the Company's liquidity and
capital resources for the years ended December 31, 2021 and 2020. A discussion
of changes in the Company's liquidity and capital resources for the year ended
December 31, 2020 and 2019 can be found in Part II, "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources" of our Annual Report on Form 10-K for the
fiscal year ended December 31, 2020, filed with the SEC on February 23, 2021.

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 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 total cash balance at
December 31, 2021 was $658.5 million, compared with $1,095.3 million at
December 31, 2020.

At December 31, 2021 our cash provided by operating activities was $250.1
million compared to $310.5 million in 2020, which provided cash to support
short-term working capital needs. Cash flow provided by working capital
increased in 2021 due primarily to cash provided by lower contract assets, net
of $74.3 million and higher contract liabilities of $14.2 million, partially
offset by cash used by higher inventory, net of $32.1 million, lower accounts
payable of $19.5 million and higher accounts receivable, net of $8.7 million.

Increases in accounts receivable used $8.7 million of cash flow in 2021,
compared to cash flow provided of $45.6 million in 2020. For the fourth quarter
of 2021 our days' sales outstanding ("DSO") was 72 days as compared to 69 days
in 2020. We have not experienced a significant increase in customer payment
defaults in 2021.

Increases in inventory used $32.1 million of cash flow in 2021 as compared with
cash used of $15.3 million in 2020. The cash used from inventory in 2021 was due
to an increase in work in process. Inventory turns were 3.8 times at
December 31, 2021, as compared with 4.1 times for 2020. Our calculation of
inventory turns does not reflect the impact of advanced cash received from our
customers.

Decreases in contract assets provided $74.3 million of cash flow and increases in contact liabilities provided $14.2 million of cash flow in 2021.



Decreases in accounts payable used $19.5 million of cash flow in 2021 compared
with cash used of $22.6 million  in 2020. Decreases in accrued liabilities and
income taxes payable used $13.9 million of cash flow in 2021 compared to cash
flow provided of $50.2 million in 2020.

Cash used by investing activities were $59.5 million in 2021, as compared to
$41.7 million in 2020. The increase of cash used in 2021 was primarily due to
lower cash proceeds provided from the disposal of assets during the year of
$13.0 million and net affiliate investment activity of $7.2 million. Capital
expenditures were $54.9 million in 2021, as compared to $57.4 million in 2020.
In 2022, we currently estimate capital expenditures to be between $70 million
and $80 million, before consideration of any acquisition activity.

Cash used by financing activities were $599.7 million in 2021 compared to cash
flow used of $147.6 million in 2020. Cash outflows during 2021 resulted
primarily from the $1,243.5 million in payments on senior notes resulting from
the redemption of our 2022 Euro Senior Notes, 2023 Senior Notes and 2022 Senior
Notes in 2021, $104.6 million of dividend payments and the repurchase of $17.5
million of our common stock, partially offset by $498.3 million in net proceeds
from the issuance of the senior notes due January 15, 2032 ("2032 Senior Notes")
and $300.0 million of proceeds related to the unsecured term loan facility draw.
                                       39
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In 2021 we repurchased 440,000 shares of our outstanding common stock for $17.5
million. As of December 31, 2021, we had $96.1 million of remaining capacity
under our share repurchase plan previously approved by the Board of Directors.

Our material cash requirements for the next 12 months, include our estimated
2022 capital expenditures described above, our contractual obligations
summarized below under the subheading "--Contractual Obligations", and a
one-time tax payment of approximately $29 million associated with accrued
withholding taxes related to foreign undistributed earnings. In the aggregate,
our cash needs in 2022 are expected to be lower than those of 2021 due to
anticipated benefits from working capital reductions and lower long-term debt
repayments from financing activities. We believe cash flows from operating
activities, combined with availability under our senior credit facility and our
existing cash balances, will be sufficient to enable us to meet our cash flow
needs for the next 12 months. However, cash flows from operations could be
adversely affected by a continued decrease in the rate of general global
economic growth and an extended decrease in capital spending of our customers,
as well as economic, political and other risks associated with sales of our
products, operational factors, competition, regulatory actions, fluctuations in
foreign currency exchange rates and fluctuations in interest rates, among other
factors. We believe that cash flows from operating activities and our
expectation of continuing availability to draw upon our credit agreements are
also sufficient to meet our cash flow needs for periods beyond the next
12 months.

Financing



On September 13, 2021 ("Closing Date"), we amended and restated our credit
agreement ("Amended and Restated Credit Agreement") under our Senior Credit
Facility ("Credit Facility") with Bank of America, N.A. ("Administrative Agent")
and the other lenders to provide greater flexibility in maintaining adequate
liquidity and access to available borrowings. The Amended and Restated Credit
Agreement, (i) retained, from the previous credit agreement, the $800.0 million
unsecured Revolving Credit Facility, which includes a $750.0 million sublimit
for the issuance of letters of credit and a $30.0 million sublimit for swing
line loans ii) provides for an up to $300 million unsecured Term Loan Facility
(the "Term Loan"), (iii) extends the maturity date of the agreement to
September 13, 2026, (iv) reduces commitment fees, (v) extends net leverage ratio
covenant definition through the maturity of the agreement, and (vi) provides the
ability to make certain adjustments to the otherwise applicable commitment fee,
interest rate and letter of credit fees based on the Company's performance
against to-be-established key performance indicators with respect to certain of
the Company's environmental, social and governance targets. Most other terms and
conditions under the previous Credit Facility remained unchanged.

On the Closing Date, approximately $300.0 million was drawn under the unsecured
Term Loan to fund, in part, the previously announced redemption of the Company's
2022 Senior Notes and 2023 Senior Notes.

The interest rates per annum applicable to the Revolving Credit Facility are
unchanged under the Amended and Restated Credit Agreement. The interest rates
per annum applicable to the Credit Facility, other than with respect to swing
line loans, are LIBOR plus between 1.000% to 1.750%, depending on our debt
rating by either Moody's Investors Service, Inc. ("Moody's") or Standard &
Poor's Financial Services LLC ("S&P"), or, at our option, the Base Rate (as
defined in the Amended and Restated Credit Agreement) plus between 0.000% to
0.750% depending on our debt rating by either Moody's or S&P. At December 31,
2021, the interest rate on the Revolving Credit Facility was LIBOR plus 1.375%
in the case of LIBOR loans and the Base Rate plus 0.375% in the case of Base
Rate loans. In addition, a commitment fee is payable quarterly in arrears on the
daily unused portions of the Credit Facility. The commitment fee will be between
0.080% and 0.250% of unused amounts under the Credit Facility depending on our
debt rating by either Moody's or S&P. The commitment fee was 0.175% (per annum)
during the period ended December 31, 2021.

Under the terms and conditions of the Amended and Restated Credit Agreement,
interest rates per annum applicable to the Term Loan are stated as LIBOR plus
between 0.875% to 1.625%, depending on the Company's debt rating by either
Moody's or S&P, or, at the option of the Company, the Base Rate plus between
0.000% to 0.625% depending on the Company's debt rating by either Moody's or
S&P.

A discussion of our debt and related covenants is included in Note 13 to our
consolidated financial statements included in Item 8 of this Annual Report. We
were in compliance with the covenants as of December 31, 2021.

Liquidity Analysis


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Our cash balance decreased by $436.8 million to $658.5 million as of
December 31, 2021 as compared with December 31, 2020. The cash decrease included
$1,243.5 million in payments on senior notes, $104.6 million in dividend
payments, $54.9 million in capital expenditures and the repurchase of $17.5
million of our common stock, partially offset by $250.1 million in operating
cash inflows and $498.3 million in net proceeds from the issuance of the 2032
Senior Notes.

During 2021 we contributed $20.0 million to our U.S. pension plan, compared to
no contributions in 2020. At December 31, 2021 and 2020, as a result of the
values of the plan's assets and our contributions to the plan, our U.S. pension
plan was fully-funded as defined by applicable law. As of December 31, 2021
direct benefits paid by the U.S. pension plan were $3.9 million. We continue to
maintain an asset allocation consistent with our strategy to maximize total
return, while reducing portfolio risks through asset class diversification.

As of December 31, 2021, we had approximately $1,273 million of liquidity,
consisting of cash and cash equivalents of $658 million and $614 million of
borrowings available under our Senior 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 do not currently
anticipate, nor are we aware of, any significant market conditions or
commitments that would change any of our conclusions of the liquidity currently
available to us. Additionally, we expect that the costs savings measures planned
and already in place will enable us 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 variants and related
events on the credit markets in order to maintain sufficient liquidity and
access to capital throughout 2022.


Contractual Obligations

The following table presents a summary of our contractual obligations at December 31, 2021:

Payments Due By Period


                                                                                                              Beyond 5
(Amounts in millions)                         Within 1 Year           1-3 Years           3-5 Years            Years              Total

Senior Notes and Term Loan Facility         $         32.5          $     99.5          $    159.9          $   988.1          $ 1,280.0
Fixed interest payments(1)                            36.7                76.1                69.4              136.3              318.5

Other debt                                             8.6                14.3                   -                  -               22.9
Leases:
Operating                                             39.6                88.2                19.7               87.4              234.9
Finance                                                5.3                 7.9                 0.7                4.6               18.5
Purchase obligations:(2)
Inventory                                            543.1                11.7                 0.4                1.8              557.0
Non-inventory                                         60.4                 0.4                 0.3                0.2               61.3

Pension and postretirement benefits(3)                58.7               118.1               120.1              294.8              591.7
Total                                       $        784.9          $    416.2          $    370.5          $ 1,513.2          $ 3,084.8

_______________________________________


(1)Fixed interest payments represent interest payments on the Senior Notes and
Term Loan Facility as defined in Note 13 to our consolidated financial
statements included in Item 8 of this Annual Report.
(2)Purchase obligations are presented at the face value of the purchase order,
excluding the effects of early termination provisions. Actual payments could be
less than amounts presented herein.
(3)Retirement and postretirement benefits represent estimated benefit payments
for our U.S. and non-U.S. defined benefit plans and our postretirement medical
plans, as more fully described below and in Note 14 to our consolidated
financial statements included in Item 8 of this Annual Report.

As of December 31, 2021, the gross liability for uncertain tax positions was
$49.9 million. We do not expect a material payment related to these obligations
to be made within the next twelve months. We are unable to provide a reasonably
reliable estimate of the timing of future payments relating to the uncertain tax
positions.
                                       41
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The following table presents a summary of our commercial commitments at
December 31, 2021:

                                          Commitment Expiration By Period
                                                                         Beyond 5
                     Within 1 Year       1-3 Years       3-5 Years         Years         Total
                                               (Amounts in millions)
Letters of credit   $        287.8      $    155.2      $     23.9      $    26.9      $ 493.8
Surety bonds                  53.2            10.7               -              -         63.9
Total               $        341.0      $    165.9      $     23.9      $    26.9      $ 557.7

We expect to satisfy these commitments through performance under our contracts.

PENSION AND POSTRETIREMENT BENEFITS OBLIGATIONS

Plan Descriptions



We and certain of our subsidiaries have defined benefit pension plans and
defined contribution plans for full-time and part-time employees. Approximately
64% of total defined benefit pension plan assets and approximately 52% of
defined benefit pension obligations are related to the U.S. qualified plan as of
December 31, 2021. Unless specified otherwise, the references in this section
are to all of our U.S. and non-U.S. plans. None of our common stock is directly
held by these plans.

Our U.S. defined benefit plan assets consist of a balanced portfolio of equity
and fixed income securities. Our non-U.S. defined benefit plan assets include a
significant concentration of United Kingdom ("U.K.") fixed income securities, as
discussed in Note 14 to our consolidated financial statements included in Item 8
of this Annual Report. We monitor investment allocations and manage plan assets
to maintain an acceptable level of risk. At December 31, 2021, the estimated
fair market value of U.S. and non-U.S. plan assets for our defined benefit
pension plans decreased to $764.2 million from $765.0 million at December 31,
2020. Assets were allocated as follows:

                                      U.S. Plan
Asset category                      2021        2020
Cash and Cash Equivalents              1  %      1  %

Global Equity                         26  %     30  %
Global Real Assets                    16  %     13  %
Equity securities                     42  %     43  %
Diversified Credit                    15  %     14  %
Liability-Driven Investment           42  %     42  %

Fixed income                          57  %     56  %



                                       42

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                                      Non-U.S. Plans
Asset category                        2021           2020
Cash and Cash Equivalents                   -  %      1  %

North American Companies                    1  %      1  %

Global Equity                               1  %      1  %
Equity securities                           2  %      2  %
U.K. Government Gilt Index                 42  %     39  %

Liability-Driven Investment                 9  %     12  %
Fixed income                               51  %     51  %
Multi-asset                                20  %     20  %
Buy-in Contract                            20  %     20  %
Other                                       7  %      6  %
Other types                                47  %     46  %


The projected benefit obligation ("Benefit Obligation") for our defined benefit
pension plans was $892.6 million and $957.4 million as of December 31, 2021 and
2020, respectively. Benefits under our defined benefit pension plans are based
primarily on participants' compensation and years of credited service.

We sponsor defined benefit postretirement medical plans covering certain current
retirees and a limited number of future retirees in the U.S. These plans provide
for medical and dental benefits and are administered through insurance
companies. We fund the plans as benefits are paid, such that the plans hold no
assets in any period presented. Accordingly, we have no investment strategy or
targeted allocations for plan assets. The benefits under the plans are not
available to new employees or most existing employees.

The Benefit Obligation for our defined benefit postretirement medical plans was $17.0 million and $18.6 million as of December 31, 2021 and 2020, respectively.

Accrual Accounting and Significant Assumptions



We account for pension benefits using the accrual method, recognizing pension
expense before the payment of benefits to retirees. The accrual method of
accounting for pension benefits requires actuarial assumptions concerning future
events that will determine the amount and timing of the benefit payments.

Our key assumptions used in calculating our cost of pension benefits are the
discount rate, the rate of compensation increase and the expected long-term rate
of return on plan assets. We, in consultation with our actuaries, evaluate the
key actuarial assumptions and other assumptions used in calculating the cost of
pension and postretirement benefits, such as discount rates, expected return on
plan assets for funded plans, mortality rates, retirement rates and assumed rate
of compensation increases, and determine such assumptions as of December 31 of
each year to calculate liability information as of that date and pension and
postretirement expense for the following year. See discussion of our accounting
for and assumptions related to pension and postretirement benefits in the "Our
Critical Accounting Estimates" section of this MD&A.

In 2021, the service cost component of the pension expense for our defined
benefit pension plans included in operating income was $32.5 million compared to
$32.9 million in 2020. The non-service cost portion of net pension expense
(e.g., interest cost, actuarial gains and losses and expected return on plan
assets) for our defined benefit pension plans included in other income
(expense), net was $(0.2) million in 2021, compared to $4.0 million in 2020.
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The following are assumptions related to our defined benefit pension plans as of
December 31, 2021:

                                                                          U.S. Plan              Non-U.S. Plans

Weighted average assumptions used to determine Benefit Obligation: Discount rate

                                                                    3.00  %                  1.71  %
Rate of increase in compensation levels                                          3.50                     3.18

Weighted average assumptions used to determine 2021 net pension expense: Long-term rate of return on assets

                                               6.00  %                  2.37  %
Discount rate                                                                    2.62                     1.23
Rate of increase in compensation levels                                          3.50                     3.11
Weighted-average interest crediting rates                                        3.79  %                  1.41  %


The following provides a sensitivity analysis of alternative assumptions on the U.S. qualified and aggregate non-U.S. pension plans and U.S. postretirement plans.

Effect of Discount Rate Changes and Constancy of Other Assumptions:



                                           0.5% Increase       0.5% 

Decrease


                                                 (Amounts in millions)
U.S. defined benefit pension plan:
Effect on net pension expense             $         (1.9)     $          

2.0


Effect on Benefit Obligation                       (18.8)               

20.4


Non-U.S. defined benefit pension plans:
Effect on net pension expense                       (0.8)                

1.1


Effect on Benefit Obligation                       (31.0)               

34.9

U.S. Postretirement medical plans:



Effect on Benefit Obligation                        (0.5)                

0.5




Effect of Changes in the Expected Return on Assets and Constancy of Other
Assumptions:

                                           0.5% Increase       0.5% Decrease
                                                 (Amounts in millions)
U.S. defined benefit pension plan:
Effect on net pension expense             $         (2.1)     $          

2.1


Non-U.S. defined benefit pension plans:
Effect on net pension expense                       (1.3)                

1.3




As discussed below, accounting principles generally accepted in the U.S. ("U.S.
GAAP") provide that differences between expected and actual returns are
recognized over the average future service of employees or over the remaining
expected lifetime for plans with only inactive participants.

At December 31, 2021, as compared with December 31, 2020, we increased our
discount rate for the U.S. plan from 2.62% to 3.00% based on an analysis of
publicly-traded investment grade U.S. corporate bonds, which had higher yields
due to current market conditions. The average discount rate for the non-U.S.
plans increased from 1.23% to 1.71% based on analysis of bonds and other
publicly-traded instruments, by country, which had higher yields due to market
conditions. The average assumed rate of compensation decreased to 3.50% for the
U.S. plan and increased to 3.18% from 3.11% for our non-U.S. plans. To determine
the 2021 pension expense, the expected rate of return on U.S. plan and non-US
plan assets remained constant at 6.00% and 2.37%, respectively, based on our
target allocations and expected long-term asset returns. As the expected rate of
return on plan assets is long-term in nature, short-term market fluctuations do
not significantly impact the rate. For all U.S. plans, we adopted the Pri-2012
mortality tables and the MP-2021 improvement scale published in October 2021. We
applied the Pri-2012 tables based on the constituency of our plan population for
union and non-union participants. We adjusted the improvement scale to utilize
the Proxy SSA Long Term Improvement Rates, consistent with assumptions adopted
by the Social Security Administration trustees, based on long-term historical
experience. Currently, we believe this approach provides the best estimate of
our future obligation. Most plan participants
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elect to receive plan benefits as a lump sum at the end of service, rather than
an annuity. As such, the updated mortality tables had an immaterial effect on
our pension obligation.

We expect that the net pension expense for our defined benefit pension plans
included in earnings before income taxes will be approximately $4.1
million lower in 2022 than the $32.3 million in 2021, primarily due to a
decrease in the amortization of net loss with no anticipated special events. We
have used discount rates of 3.00%, 1.71% and 2.83% at December 31, 2021, in
calculating our estimated 2022 net pension expense for the U.S. pension plans,
non-U.S. pension plans and postretirement medical plans, respectively.

The assumed ranges for the annual rates of increase in health care costs were
7.0% for 2021 and 7.0% for 2020 with a gradual decrease to 5.0% for 2029 and
future years. If actual costs are higher than those assumed, this will likely
put modest upward pressure on our expense for retiree health care.

Plan Funding



Our funding policy for defined benefit plans is to contribute at least the
amounts required under applicable laws and local customs. In 2021, we
contributed $35.8 million, to our defined benefit plans, compared to $15.9
million in 2020. After consideration of our intent to remain fully-funded based
on standards set by law, we currently anticipate that our contribution to our
U.S. pension plan in 2022 will be approximately $20 million, excluding direct
benefits paid. We expect to contribute approximately $2 million to our
non-U.S. pension plans in 2022, excluding direct benefits paid.

For further discussion of our pension and postretirement benefits, see Note 14 to our consolidated financial statements included in Item 8 of this Annual Report.

OUR CRITICAL ACCOUNTING ESTIMATES



The process of preparing financial statements in conformity with U.S. GAAP
requires the use of estimates and assumptions to determine reported amounts of
certain assets, liabilities, revenues and expenses and the disclosure of related
contingent assets and liabilities. These estimates and assumptions are based
upon information available at the time of the estimates or assumptions,
including our historical experience, where relevant. The most significant
estimates made by management include: timing and amount of revenue recognition;
deferred taxes, tax valuation allowances and tax reserves; reserves for
contingent loss; pension and postretirement benefits; and valuation of goodwill,
indefinite-lived intangible assets and other long-lived assets. The significant
estimates are reviewed at least annually if not quarterly by management. Because
of the uncertainty of factors surrounding the estimates, assumptions and
judgments used in the preparation of our financial statements, actual results
may differ from the estimates, and the difference may be material.

Our critical accounting policies are those policies that are both most important
to our financial condition and results of operations and require the most
difficult, subjective or complex judgments on the part of management in their
application, often as a result of the need to make estimates about the effect of
matters that are inherently uncertain. We believe that the following represent
our critical accounting policies. For a summary of all of our significant
accounting policies, see Note 1 to our consolidated financial statements
included in Item 8 of this Annual Report. Management and our external auditors
have discussed our critical accounting estimates and policies with the Audit
Committee of our Board of Directors.

Revenue Recognition



We recognize revenue when (or as) we satisfy a performance obligation by
transferring control to a customer. Transfer of control is evaluated based on
the customer's ability to direct the use of and obtain substantially all of the
benefits of a performance obligation. Revenue is recognized either over time or
at a point in time, depending on the specific facts and circumstances for each
contract, including the terms and conditions of the contract as agreed with the
customer and the nature of the products or services to be provided.

Our primary method for recognizing revenue over time is the percentage of
completion ("POC") method, whereby progress towards completion is measured by
applying an input measure based on costs incurred to date relative to total
estimated costs at completion. If control of the products and/or services does
not transfer over time, then control transfers at a point in time. We determine
the point in time that control transfers to a customer based on the evaluation
of specific indicators, such as title transfer, risk of loss transfer, customer
acceptance and physical possession. For a discussion related to revenue
recognition refer to Note 3 included in Item 8 of this Annual Report.
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Deferred Taxes, Tax Valuation Allowances and Tax Reserves



We recognize valuation allowances to reduce the carrying value of deferred tax
assets to amounts that we expect are more likely than not to be realized. Our
valuation allowances primarily relate to the deferred tax assets established for
certain tax credit carryforwards and net operating loss carryforwards for
non-U.S. subsidiaries, and we evaluate the realizability of our deferred tax
assets and adjust the amount of the valuation allowances, if necessary. We
assess such factors as our forecast of future taxable income and available tax
planning strategies that could be implemented to realize the net deferred tax
assets in determining the sufficiency of our valuation allowances. Failure to
achieve forecasted taxable income in the applicable tax jurisdictions could
affect the ultimate realization of deferred tax assets and could result in an
increase in our effective tax rate on future earnings. Implementation of
different tax structures in certain jurisdictions could, if successful, result
in future reductions of certain valuation allowances.

The amount of income taxes we pay is subject to ongoing audits by federal, state
and foreign tax authorities, which often result in proposed assessments.
Significant judgment is required in determining income tax provisions and
evaluating tax positions. We establish reserves for open tax years for uncertain
tax positions that may be subject to challenge by various tax authorities. The
consolidated tax provision and related accruals include the impact of such
reasonably estimable losses and related interest and penalties as deemed
appropriate. Tax benefits recognized in the financial statements from uncertain
tax positions are measured based on the largest benefit that has a greater than
fifty percent likelihood of being realized upon ultimate settlement.

While we believe we have adequately provided for any reasonably foreseeable
outcomes related to these matters, our future results may include favorable or
unfavorable adjustments to our estimated tax liabilities. To the extent that the
expected tax outcome of these matters changes, such changes in estimate will
impact the income tax provision in the period in which such determination is
made. For a discussion related to deferred taxes, tax valuation allowances and
tax reserves refer to Note 19 included in Item 8 of this Annual Report.

Reserves for Contingent Loss



We are a defendant in a number of lawsuits that seek to recover damages for
personal injury allegedly resulting from exposure to asbestos-containing
products formerly manufactured and/or distributed by heritage companies of the
Company. We have estimated that the liability for pending and future claims not
yet asserted, and which are probable and estimable, could be experienced through
2049, which represents the expected end of our asbestos liability exposure with
no further ongoing claims expected beyond that date. In light of the
uncertainties and variables inherent in the long-term projection of the total
asbestos liability, as part of our ongoing review of asbestos claims, each year
we will reassess the projected liability of unasserted asbestos claims to be
filed through 2049, and we will continually reassess the time horizon over which
a reasonable estimate of unasserted claims can be projected.

In connection with our ongoing review of asbestos-related claims, we have also
reviewed the amount of potential insurance coverage for such claims, taking into
account the remaining limits of such coverage, the number and amount of claims
on our insurance from co-insured parties, ongoing litigation against the
Company's insurers, potential remaining recoveries from insolvent insurers, the
impact of previous insurance settlements and coverage available from solvent
insurers not party to the coverage litigation. Continuously, we review ongoing
insurance coverage available for a significant amount of the potential future
asbestos-related claims and in the future could secure additional insurance
coverage as deemed necessary. For a discussion pertaining to asbestos claims
refer to Note 16 included in Item 8 of this Annual Report.

Liabilities are recorded for various non-asbestos contingencies arising in the
normal course of business when it is both probable that a loss has been incurred
and such loss is reasonably estimable. Assessments of reserves are based on
information obtained from our independent and in-house experts, including recent
legal decisions and loss experience in similar situations. The recorded legal
reserves are susceptible to changes due to new developments regarding the facts
and circumstances of each matter, changes in political environments, legal venue
and other factors. Recorded environmental reserves could change based on further
analysis of our properties, technological innovation and regulatory environment
changes.

Pension and Postretirement Benefits



We provide pension and postretirement benefits to certain of our employees,
including former employees, and their beneficiaries. The assets, liabilities and
expenses we recognize and disclosures we make about plan actuarial and financial
information are dependent on the assumptions and estimates used in calculating
such amounts. The assumptions include
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factors such as discount rates, health care cost trend rates, inflation, expected rates of return on plan assets, retirement rates, mortality rates, turnover, rates of compensation increases and other factors.



The assumptions utilized to compute expense and benefit obligations are shown in
Note 14 to our consolidated financial statements included in Item 8 of this
Annual Report. These assumptions are assessed annually in consultation with
independent actuaries and investment advisors as of December 31 and adjustments
are made as needed. We evaluate prevailing market conditions and local laws and
requirements in countries where plans are maintained, including appropriate
rates of return, interest rates and medical inflation (health care cost trend)
rates. We ensure that our significant assumptions are within the reasonable
range relative to market data. The methodology to set our significant
assumptions includes:

•Discount rates are estimated using high quality debt securities based on
corporate or government bond yields with a duration matching the expected
benefit payments. For the U.S. the discount rate is obtained from an analysis of
publicly-traded investment-grade corporate bonds to establish a weighted average
discount rate. For plans in the U.K. and the Eurozone we use the discount rate
obtained from an analysis of AA-graded corporate bonds used to generate a yield
curve. For other countries or regions without a corporate AA bond market,
government bond rates are used. Our discount rate assumptions are impacted by
changes in general economic and market conditions that affect interest rates on
long-term high-quality debt securities, as well as the duration of our plans'
liabilities.

•The expected rates of return on plan assets are derived from reviews of asset
allocation strategies, expected long-term performance of asset classes, risks
and other factors adjusted for our specific investment strategy. These rates are
impacted by changes in general market conditions, but because they are long-term
in nature, short-term market changes do not significantly impact the rates.
Changes to our target asset allocation also impact these rates.

•The expected rates of compensation increase reflect estimates of the change in
future compensation levels due to general price levels, seniority, age and other
factors.

Depending on the assumptions used, the pension and postretirement expense could
vary within a range of outcomes and have a material effect on reported earnings.
In addition, the assumptions can materially affect benefit obligations and
future cash funding. Actual results in any given year may differ from those
estimated because of economic and other factors.

We evaluate the funded status of each retirement plan using current assumptions
and determine the appropriate funding level considering applicable regulatory
requirements, tax deductibility, reporting considerations, cash flow
requirements and other factors. We discuss our funding assumptions with the
Finance Committee of our Board of Directors.

Valuation of Goodwill, Indefinite-Lived Intangible Assets and Other Long-Lived Assets



The initial recording of goodwill and intangible assets requires subjective
judgments concerning estimates of the fair value of the acquired assets. We test
the value of goodwill, indefinite-lived intangible assets and long-lived assets
for impairment as of December 31 each year or whenever events or circumstances
indicate such assets may be impaired. The test for goodwill impairment involves
significant judgment in estimating projections of fair value generated through
future performance of each of the reporting units. We did not record a material
impairment for goodwill, indefinite-lived intangible assets or long-lived assets
in 2021 or 2020.

Due to uncertain market conditions and potential changes in strategy and product
portfolio, it is possible that forecasts used to support asset carrying values
may change in the future, which could result in non-cash charges that would
adversely affect our financial condition and results of operations. For a
discussion pertaining to goodwill, indefinite-lived intangible assets and
long-lived assets refer to Note 1 included in Item 8 of this Annual Report.

ACCOUNTING DEVELOPMENTS

We have presented the information about accounting pronouncements not yet implemented in Note 1 to our consolidated financial statements included in Item 8 of this Annual Report.


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