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United States securities and exchange commission logo
May 18, 2023
R. Scott Rowe
Chief Executive Officer
Flowserve Corporation
5215 N. O' Connor Blvd., Suite 700
Irving, TX 75039
Re: Flowserve
Corporation
Form 10-K for the
Fiscal Year ended December 31, 2022
Filed March 7, 2023
File No. 001-13179
Dear R. Scott Rowe:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2022
Managements Discussion and Analysis of Financial Condition and Results
of Operations
Our Results of Operations, page 31
1. We note that your
discussion and analysis includes quantifying changes in various
measures, such as
bookings, sales and backlog, that are attributable to changes in foreign
currency exchange
rates, and in your associated earnings release filed on Form 8-K, also
presenting various
percentages of changes in line items on a constant currency basis.
Please revise your
disclosures as necessary to address the following points:
Any results that
are presented on a constant currency basis should be identified as
non-GAAP measures,
as defined in Item 10(e)(1) of Regulation S-K.
The process
utilized for calculating the constant currency amounts should be
described
sufficiently to understand your characterization of the effects, as would
R. Scott Rowe
FirstName LastNameR. Scott Rowe
Flowserve Corporation
Comapany
May NameFlowserve Corporation
18, 2023
May 18,
Page 2 2023 Page 2
FirstName LastName
include your references to "negative currency effects" in
describing various changes
in your annual report.
The constant currency percentages should be accompanied by the
respective constant
currency dollar amounts, consistent with the guidance in the
answer to Question
104.06 of our Compliance and Disclosure Interpretations for
Non-GAAP measures.
Please submit the revisions that you propose to address the concerns
outlined above as
well as those that are covered by the following comment.
2. We note that non-GAAP disclosures in your earnings release covering
the three months
and fiscal years ended December 31, 2022 and 2021, appear to be
oriented towards
presenting non-GAAP statements of operations, and have the effect of
presenting various
GAAP amounts as non-GAAP measures, and non-GAAP measures without
adequate
details of reconciling items. Please revise your disclosures to
address the following points.
Identify the most directly comparable GAAP measure for each
non-GAAP measure
that you present along with a statement disclosing the reasons
you believe the non-
GAAP financial measures provide useful information to investors
regarding your
financial condition and results of operations.
Include a reconciliation from the most directly comparable GAAP
measure to your
non-GAAP measure, having separate lines for each reconciling item
quantified and
accompanied by appropriate descriptions to comply with Rule
100(a)(2) of
Regulation G, and Item 10(e)(1)(i)(B) of Regulation S-X.
The adjustments referenced in footnotes to your tabulations for
"reversal of
realignment exit tax," "reversals of expenses that were adjusted
for Non-GAAP
measures in previous periods," "realignment related tax release,"
and "duplicate
interest expense," should be described further to understand the
nature of and
rationale for making the adjustment in presenting your non-GAAP
measures.
GAAP measures that are not subject to adjustment should not be
presented in a
column for non-GAAP measures and you should adhere to the
guidance concerning
prominence in the answers to Questions 102.10(a) and (c) of our
Compliance and
Disclosure Interpretations for Non-GAAP measures.
If non-GAAP measures are presented for successive periods, the
format utilized for
reconciliations should be conducive to making comparisons, not
only with regard to
the measures, but also of the reconciling items and overall
composition.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
R. Scott Rowe
Flowserve Corporation
May 18, 2023
Page 3
You may contact Joseph Klinko, Staff Accountant, at (202) 551-3824 or
Karl Hiller,
Branch Chief, at (202) 551-3686 with any questions.
FirstName LastNameR. Scott Rowe Sincerely,
Comapany NameFlowserve Corporation
Division of
Corporation Finance
May 18, 2023 Page 3 Office of Energy &
Transportation
FirstName LastName