10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-13179

FLOWSERVE CORPORATION

(Exact name of registrant as specified in its charter)

New York	31-0267900
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5215 N. O’Connor Boulevard	75039
Suite 2300, Irving, Texas (Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(972) 443-6500

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $1.25 Par Value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes þ     No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller Reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company.  Yes o     No þ

The aggregate market value of the common stock held by non-affiliates of the registrant, computed by reference to the closing price of the registrant’s common stock as reported on June 30, 2013 (the last business day of the registrant’s most recently completed second fiscal quarter), was approximately $6,464,000,000. For purposes of the foregoing calculation only, all directors, executive officers and known 5% beneficial owners have been deemed affiliates.

Number of the registrant’s common shares outstanding as of February 12, 2014 was 137,586,959.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information contained in the definitive proxy statement for the registrant’s 2014 Annual Meeting of Shareholders scheduled to be held on May 22, 2014 is incorporated by reference into Part III hereof.

FLOWSERVE CORPORATION

FORM 10-K

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	20
Item 2.	Properties	20
Item 3.	Legal Proceedings	20
Item 4.	Mine Safety Disclosures	20
PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
Item 6.	Selected Financial Data	24
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 8.	Financial Statements and Supplementary Data	48
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	102
Item 9A.	Controls and Procedures	102
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	103
Item 11.	Executive Compensation	103
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	103
Item 13.	Certain Relationships and Related Transactions, and Director Independence	103
Item 14.	Principal Accounting Fees and Services	103
PART IV
Item 15.	Exhibits, Financial Statement Schedules	104
Signatures		105
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

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PART I

ITEM 1. BUSINESS

OVERVIEW

Flowserve Corporation is a world leading manufacturer and aftermarket service provider of comprehensive flow control systems. Under the name of a predecessor entity, we were incorporated in the State of New York on May 1, 1912. Flowserve Corporation as it exists today was created in 1997 through the merger of two leading fluid motion and control companies — BW/IP and Durco International. Over the years, we have evolved through organic growth and strategic acquisitions, and our 220-year history of Flowserve heritage brands serves as the foundation for the breadth and depth of our products and services today. Unless the context otherwise indicates, references to "Flowserve," "the Company" and such words as "we," "our" and "us" include Flowserve Corporation and its subsidiaries.

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 (including nuclear, fossil and renewable) and water management, as well as certain general industrial markets where our products and services add value. Through our manufacturing platform and global network of Quick Response Centers ("QRCs"), we offer a broad array of aftermarket equipment services, such as installation, advanced diagnostics, repair and retrofitting.

We sell our products and services to more than 10,000 companies, including some of the world’s leading engineering, procurement and construction firms ("EPC"), original equipment manufacturers, distributors and end users. Our products and services are used in several distinct industries having a broad geographic reach. Our bookings mix by industry in 2013 and 2012 consisted of:

	2013		2012
•   oil and gas	41	%	41	%
•   general industries(1)	22	%	22	%
•   chemical	20	%	19	%
•   power generation	13	%	14	%
•   water management	4	%	4	%

(1) General industries includes mining and ore processing, pharmaceuticals, pulp and paper, food and beverage and other smaller applications, as well as sales to distributors whose end customers typically operate in the industries we primarily serve.

The breakdown of the geographic regions to which our sales were shipped in 2013 and 2012 were as follows:

	2013		2012
•   North America	34	%	33	%
•   Europe	21	%	21	%
•   Asia Pacific	20	%	20	%
•   Middle East and Africa	14	%	16	%
•   Latin America	11	%	10	%

We have pursued a strategy of industry diversity and geographic breadth to mitigate the impact on our business of normal economic downturns in any one of the industries or in any particular part of the world we serve. For events that may occur and adversely impact our business, financial condition, results of operations and cash flows, refer to "Item 1A. Risk Factors" of this Annual Report on Form 10-K for the year ended December 31, 2013 ("Annual Report"). For information on our sales and long-lived assets by geographic areas, see Note 17 to our consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data" ("Item 8") of this Annual Report.

We conduct our operations through three business segments based on type of product and how we manage the business:

• Engineered Product Division ("EPD") for long lead time, custom and other highly-engineered pumps and pump systems, mechanical seals, auxiliary systems and replacement parts and related services;

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• Industrial Product Division ("IPD") for pre-configured engineered pumps and pump systems and related products and 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 benefit from our global footprint and our economies of scale in reducing administrative and overhead costs to serve customers more cost effectively. EPD and IPD have a high number of common customers and complementary product offerings and technologies that are often combined in applications that provide us a net competitive advantage. All segments share certain resources and functions, including elements of research and development ("R&D"), supply chain, safety, quality assurance and administrative functions that provide efficiencies and an overall lower cost structure.

In 2012, a unified operational leadership structure was announced resulting in the creation of a Chief Operating Officer ("COO") position. We believe this leadership structure positions the company to better leverage operational excellence, cost reduction initiatives and internal synergies across our entire operating platform to drive further growth and increase shareholders' value. Our segment leadership reports to our COO, and the segments share leadership for operational support functions such as R&D, marketing and supply chain.

Strategies

Our overarching objective is to grow our position as a product and integrated solutions provider in the flow control industry. This objective includes continuing to sell products by building on existing sales relationships and leveraging the power of our portfolio of products and services. It also includes delivering specific end-user solutions that help customers attain their business goals by ensuring maximum reliability at a decreased cost of ownership. This objective is pursued by cultivating a corporate culture based on workplace safety for our employees, ethical and transparent business practices and a dedicated focus on serving our customers. These three pillars support a collaborative, 'One Flowserve' approach that leverages a diverse and inclusive work environment worldwide. We seek to drive increasing enterprise value by using the following strategies: disciplined profitable growth, customer intimacy, innovation and portfolio management, strategic localization, operational excellence, employee focus and sustainable business model. The key elements of these strategies are outlined below.

Disciplined Profitable Growth

Disciplined profitable growth is focused on growing revenues profitably from our existing portfolio of products and services, as well as through the development or acquisition of new customer-driven products and services. Its overarching goals are to focus on opportunities that can maximize the organic growth from existing customers and to evaluate potential new customer-partnering initiatives that maximize the capture of products' total life cycle. We believe we are the largest major pump, valve and seal company that can offer customers a differentiated option of flow management products and services across a broad portfolio, as well as offer additional options that include any combination of products and solution support packages.

We also seek to continue to review our substantial installed pump, valve and seal base as a means to expand the aftermarket parts and services business, as customers are increasingly using third-party aftermarket parts and service providers to reduce their fixed costs and improve profitability. To date, the aftermarket business has provided us with a steady source of revenues and cash flows at higher margins than are typically realized with original equipment sales. Aftermarket sales represented approximately 40% and 41% of total sales in 2013 and 2012, respectively. We are building on our established presence through an extensive global QRC network to provide the immediate parts, service and technical support required to effectively manage and expand the aftermarket business created from our installed base.

Customer Intimacy

Customer intimacy defines our approach to being prepared to serve the needs of our current and future customers better than our competition. Through our ongoing relationships with our customers, we seek to gain a rich understanding of their business objectives and how our portfolio of offerings can best help them succeed. We collaborate with our customers on the front-end engineering and design work to drive flow management solutions that effectively generate the desired business outcomes. As we progress through original equipment projects, we work closely with our customers to understand and prepare for the long-term support needs for their operations with the intent of maximizing total life cycle value for our customers’ investments.

We seek to capture additional aftermarket business by creating mutually beneficial opportunities for us and our customers through sourcing and maintenance alliance programs where we provide all or an agreed-upon portion of customers’ parts and servicing needs. These alliances enable us to develop long-term relationships with our customers and serve as an effective platform for introducing new products and services and generating additional sales.

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Innovation and Portfolio Management

The ongoing management of our portfolio of products and services is critical to our success. As part of managing our portfolio, we continue to rationalize our portfolio of products and services to ensure alignment with changing market requirements. We also continue to invest in R&D to expand the scope of our product offerings and our deployment of advanced technologies. The infusion of advanced technologies into new products and services continues to play a critical role in the ongoing evolution of our product portfolio. Our objective is to improve the percentage of revenue derived from new products as a function of overall sales, utilizing technological innovation to improve overall product life cycle and reduce total cost of ownership for our customers.

We employ a robust portfolio management and project execution process to seek out new product and technology opportunities, evaluate their potential return on investment and allocate resources to their development on a prioritized basis. Each project is reviewed on a routine basis for such performance measures as time to market, net present value, budget adherence, technical and commercial risk and compliance with customer requirements. Technical skill sets and knowledge are deployed across business segment boundaries to ensure that we bring the best capabilities to bear for each project. Collectively, our R&D portfolio is a key to our ability to differentiate our product and service offerings from other competitors in our target markets.

We are focused on exploring and commercializing new technologies. In many of our research areas, we are teaming with universities and experts in the appropriate scientific fields to accelerate the required learning and to shorten the development time in leveraging the value of applied technologies in our products and services. Our intent is to be a market leader in the application of advanced technology to improve product performance and return on investment for our customers.

Predictive diagnostics and asset management continue to be one of the key areas of effort for us across our business segments. Building on the strength of our ValveSight, Technology Advantage solutions and integration with host control systems, we have continued to deploy more diagnostics capabilities into our devices and expand on the equipment that can be monitored continuously. These capabilities continue to provide a key source of competitive advantage in the marketplace and are saving our customers time and money in keeping their operations running.

We continually evaluate acquisitions, joint ventures and other strategic investment opportunities to broaden our product portfolio, service capabilities, geographic presence and operational capabilities to meet the growing needs of our customers. We evaluate all investment opportunities through a decision filtering process to ensure a good strategic, financial and cultural fit.

Strategic Localization

Strategic localization describes our global growth strategy. While we are a global company, we recognize that opportunities still remain. Therefore, we strive to advance our presence in geographies that we believe are critical to our future success as a company by focusing on the following areas:

• expanding our global presence to capture business in developing geographic market areas;

• utilizing low-cost sourcing opportunities to remain competitive in the global economy; and

• attracting and retaining the global intellectual capital required to support our growth plans in new geographical areas.

We believe there are attractive opportunities in international markets, particularly in Africa, China, India, Latin America, the Middle East and Russia, and we intend to continue to utilize our global presence and strategically invest to further penetrate these markets. In the aftermarket services business, we seek to strategically add QRC sites in order to provide rapid response, fast delivery and field repair on a global scale for our customers. In 2013, we added two QRCs, expanding our ability to effectively deliver aftermarket support globally.

We believe that our future success will be supported by investments made to establish indigenous operations to effectively serve the local market while taking advantage of low-cost manufacturing, competent engineering and strategic sourcing where practical. We believe that this positions us well to support our global customers from project conception through commissioning and throughout the life of their operations. For example, we are in the process of constructing a new pump manufacturing site in China that is anticipated to be operational in 2014.

We continue to develop and increase our manufacturing, engineering and sourcing functions in lower-cost regions and emerging markets such as India, China, Mexico, Latin America, the Middle East and Eastern Europe as we drive higher value-add from our supply base of materials and components and satisfy local content requirements. In 2013, these lower-cost regions supplied our business segments with direct materials ranging from 19% to 35%of business segment spending.

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Operational Excellence

The operational excellence strategy encapsulates ongoing programs that work to drive increased customer fulfillment and yield internal productivity. This initiative includes:

• driving improved customer fulfillment through metrics such as on-time delivery, cost reduction, quality, cycle time reduction and warranty cost reduction as a percentage of sales;

• continuing to develop a culture of continuous improvement that delivers maximum productivity and cost efficiencies; and

• implementing global functional competencies to drive standardized processes.

We seek to increase our operational efficiency through our Continuous Improvement Process ("CIP") initiative, which utilizes tools such as value analysis, value engineering, six sigma methodology, lean manufacturing and capacity management to improve quality and processes, reduce product cycle times and lower costs. Recognizing that employees are our most valuable resource in achieving operational excellence goals, we have instituted CIP training tailored to maximize the impact on our business. To date, we have approximately 2,100 active employees that are CIP-trained or certified as "Green Belts," "Black Belts" or "Master Black Belts," and are deployed on CIP projects throughout our operations, as well as in the front office of the business. As a result of the CIP initiative, we have developed and implemented processes at various sites to reduce our engineering and manufacturing process cycle time, improve on-time delivery and service response time, optimize working capital levels and reduce costs. We have also experienced success in sharing and applying best practices achieved in one business segment and deploying those ideas to other segments of the business.

We continue to rationalize existing Enterprise Resource Planning ("ERP") systems onto six strategic ERP systems. Going forward, these six strategic ERP systems will be maintained as core systems with standard tool sets, and will be enhanced as needed to meet the growing needs of the business in areas such as e-commerce, back office optimization and export compliance. Further investment in non-strategic ERP systems will be limited to compliance matters and conversion to strategic ERP systems.

We also seek to improve our working capital utilization, with a particular focus on management of accounts receivable and inventory. See further discussion in the "Liquidity and Capital Resources" section of "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" ("Item 7") of this Annual Report.

Employee Focus

We focus on several elements in our strategic efforts to continuously enhance our organizational capability, including:

• institutionalizing our succession planning along with our core competencies and performance management capabilities, with a focus on key positions and critical talent pools;

• utilizing these capabilities to drive employee engagement through our training initiatives and leadership development programs and facilitate our cross-business segment and functional development assignments;

• developing talent acquisition programs such as our engineering recruitment program to address current and future critical talent needs to support our emerging markets and global growth;

• capturing the intellectual capital in the current workforce, disseminating it throughout our company and sharing it with customers as a competitive advantage;

• creating a total compensation program that provides our associates with equitable opportunities that are competitive and linked to business and individual performance while promoting employee behavior consistent with our code of business conduct and risk tolerance; and

• building a diverse and globally inclusive organization with a strong ethical and compliance culture based on transparency and trust.

We continue to focus on training through the distribution of electronic learning packages in multiple languages for our Code of Business Conduct, workplace harassment, facility safety, anti-bribery, export compliance and other regulatory and compliance programs. We also drive our training and leadership development programs through the deployment of general management development, manager competencies and a series of multi-lingual programs that focus on enhancing people management skills.

Sustainable Business Model

The sustainable business model initiative is focused on areas that have the potential of adversely affecting our reputation, limiting our financial flexibility or creating unnecessary risk for any of our stakeholders. We proactively administer an enterprise risk management program with regular reviews of high-level matters with our Board of Directors. We work with our capital sourcing partners to ensure that the terms of our credit facilities and long-term debt are appropriately aligned with our business

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strategy. We also train our associates on and monitor matters of a legal or ethical nature to support understanding and compliance on a global basis.

Competition

Despite consolidation activities in past years, the markets for our products remain highly competitive, with primary competitive drivers being price, reputation, timeliness of delivery, quality, proximity to service centers and technical expertise, as well as contractual terms and previous installation history. In the pursuit of large capital projects, competitive drivers and competition vary depending on the industry and products involved. Industries experiencing slow growth generally tend to have a competitive environment more heavily influenced by price due to supply outweighing demand, and price competition tends to be more significant for original equipment orders than aftermarket services. Considering the domestic and global economic environments in 2013 and current forecasts for 2014, pricing was and may continue to be a particularly influential competitive factor. The unique competitive environments in each of our three business segments are discussed in more detail under the “Business Segments” heading below.

In the aftermarket portion of our business, we compete against large, well-established national and global competitors and, in some markets, against regional and local companies who produce low-cost replications of spare parts. In the oil and gas and chemical industries, the primary competitors for aftermarket services tend to be customers’ own in-house capabilities. In the nuclear power generation industry, we possess certain competitive advantages due to our "N Stamp" certification, which is a prerequisite to serve customers in that industry, and our considerable base of proprietary knowledge. In other industries, the competitors for aftermarket services tend to be local independent repair shops and low-cost replicators. Aftermarket competition for standardized products is aggressive due to the existence of common standards allowing for easier replacement or repair of the installed products.

In the sale of aftermarket products and services, we benefit from our large installed base of pumps, valves and seals, which continually require maintenance, repair and replacement parts due to the nature of the products and the conditions under which they operate. Timeliness of delivery, quality and the proximity of service centers are important customer considerations when selecting a provider for aftermarket products and services. In geographic regions where we are locally positioned to provide a quick response, customers have traditionally relied on us, rather than our competitors, for aftermarket products relating to our highly-engineered and customized products, although we are seeing increased competition in this area.

Generally, our customers attempt to reduce the number of vendors from which they purchase, thereby reducing the size and diversity of their supply chain. Although vendor reduction programs could adversely affect our business, we have been successful in establishing long-term supply agreements with a number of customers. While the majority of these agreements do not provide us with exclusive rights, they can provide us a "preferred" status with our customers and thereby increase opportunities to win future business. We also utilize our LifeCycle Advantage program to establish fee-based contracts to manage customers’ aftermarket requirements. These programs provide an opportunity to manage the customer’s installed base and expand the business relationship with the customer.

Our ability to use our portfolio of products, solutions and services to meet customer needs is a competitive strength. Our market approach is to create value for our customers throughout the life cycle of their investments in flow control management. We continue to explore and develop potential new offerings in conjunction with our customers. In the early phases of project design, we endeavor to create value in optimizing the selection of equipment for the customer’s specific application, as we are capable of providing technical expertise on product and system capabilities even outside the scope of our specific products, solutions and services. After the equipment is constructed and delivered to the customer’s site, we continue to create value through our aftermarket capabilities by optimizing the performance of the equipment over its operational life. Our skilled service personnel can provide these aftermarket services for our products, as well as many competitors’ products, within the installed base. This value is further enhanced by the global reach of our QRCs and, when combined with our other solutions for our customers’ flow control management needs, allows us to create value for our customers during all phases of the capital expenditure cycle.

New Product Development

We spent $37.8 million, $38.9 million and $35.0 million during 2013, 2012 and 2011, respectively, on company-sponsored R&D initiatives. Our R&D group consists of engineers involved in new product development and improvement of existing products. Additionally, we sponsor consortium programs for research with various universities and jointly conduct limited development work with certain vendors, licensees and customers. We believe our R&D expenditures are adequate to sustain our ongoing and necessary future product development. In addition, we work closely with our customers on customer-sponsored research activities to help execute their R&D initiatives in connection with our products and services. New product development in each of our three business segments is discussed in more detail under the "Business Segments" heading below.

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Customers

We sell to a wide variety of customers globally including leading EPC firms, original equipment manufacturers, distributors and end users in several distinct industries: oil and gas, chemical, power generation, water management and general industries. We do not believe that we have sales to any individual customer that represent 10% or more of consolidated 2013 revenues. Customer information relating to each of our three business segments is discussed in more detail under the "Business Segments" heading below.

We are not normally required to carry unusually high amounts of inventory to meet customer delivery requirements, although higher backlog levels and longer lead times generally require higher amounts of inventory. We typically require advance cash payments from customers on longer lead time projects to help offset our investment in inventory. We have initiated programs targeted at improving our operational effectiveness to reduce our overall working capital needs. While we do provide cancellation policies through our contractual relationships, we generally do not provide rights of product return for our customers.

Selling and Distribution

We primarily distribute our products through direct sales by employees assigned to specific regions, industries or products. In addition, we use distributors and sales representatives to supplement our direct sales force in countries where it is more appropriate due to business practices or customs, or whenever the use of direct sales staff is not economically efficient. We generate a majority of our sales leads through existing relationships with vendors, customers and prospects or through referrals.

Intellectual Property

We own a number of trademarks and patents relating to the names and designs of our products. We consider our trademarks and patents to be valuable assets of our business. In addition, our pool of proprietary information, consisting of know-how and trade secrets related to the design, manufacture and operation of our products, is considered particularly valuable. Accordingly, we take proactive measures to protect such proprietary information. We generally own the rights to the products that we manufacture and sell and are unencumbered by licensing or franchise agreements. Our trademarks can typically be renewed indefinitely as long as they remain in use, whereas our existing patents generally expire 20 years from the dates they were filed, which has occurred at various times in the past. We do not believe that the expiration of any individual patent will have a material adverse impact on our business, financial condition or result of operations.

Raw Materials

The principal raw materials used in manufacturing our products are readily available and include ferrous and non-ferrous metals in the form of bar stock, machined castings, fasteners, forgings and motors, as well as silicon, carbon faces, gaskets and fluoropolymer components. A substantial volume of our raw materials is purchased from outside sources, and we have been able to develop a robust supply chain and anticipate no significant shortages of such materials in the future. We continually monitor the business conditions of our suppliers to manage competitive market conditions and to avoid potential supply disruptions. We continue to expand global sourcing to capitalize on localization in emerging markets and low-cost sources of purchased goods balanced with efficient consolidated and compliant logistics.

We are a vertically-integrated manufacturer of certain pump and valve products. Certain corrosion-resistant castings for our pumps and valves are manufactured at our foundries. Other metal castings are either manufactured at our foundries or purchased from qualified and approved foundry sources.

Concerning the products we supply to customers in the nuclear power generation industry, suppliers of raw materials for nuclear power generation markets must be qualified to meet the requirements of nuclear industry standards and governmental regulations. Supply channels for these materials are currently adequate, and we do not anticipate difficulty in obtaining such materials in the future.

Employees and Labor Relations

We have approximately 18,000 employees globally. In the United States ("U.S."), a portion of the hourly employees at our pump manufacturing plant located in Vernon, California, our pump service center located in Cleveland, Ohio, our valve manufacturing plant located in Lynchburg, Virginia and our foundry located in Dayton, Ohio, are represented by unions. Additionally, some employees at select facilities in the following countries are unionized or have employee works councils: Argentina, Australia, Austria, Brazil, Canada, Finland, France, Germany, Italy, Japan, Mexico, The Netherlands, Poland, Spain, Sweden and the United Kingdom ("U.K."). We believe relations with our employees throughout our operations are generally satisfactory, including those employees represented by unions and employee works councils. No unionized facility accounted for more than 10% of our consolidated 2013 revenues.

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Environmental Regulations and Proceedings

We are subject to environmental laws and regulations in all jurisdictions in which we have operating facilities. These requirements primarily relate to the generation and disposal of waste, air emissions and waste water discharges. We periodically make capital expenditures to enhance our compliance with environmental requirements, as well as to abate and control pollution. At present, we have no plans for any material capital expenditures for environmental control equipment at any of our facilities. However, we have incurred and continue to incur operating costs relating to ongoing environmental compliance matters. Based on existing and proposed environmental requirements and our anticipated production schedule, we believe that future environmental compliance expenditures will not have a material adverse effect on our financial condition, results of operations or cash flows.

We use hazardous substances and generate hazardous wastes in many of our manufacturing and foundry operations. Most of our current and former properties are or have been used for industrial purposes and some may require clean-up of historical contamination. During the due diligence phase of our acquisitions, we conduct environmental site assessments to identify potential environmental liabilities and required clean-up measures. We are currently conducting follow-up investigation and/or remediation activities at those locations where we have known environmental concerns. We have cleaned up a majority of the sites with known historical contamination and are addressing the remaining identified issues.

Over the years, we have been involved as one of many potentially responsible parties ("PRP") at former public waste disposal sites that are or were subject to investigation and remediation. We are currently involved as a PRP at five Superfund sites. The sites are in various stages of evaluation by government authorities. Our total projected "fair share" cost allocation at these five sites is expected to be immaterial. See "Item 3. Legal Proceedings" included in this Annual Report for more information.

We have established reserves that we currently believe to be adequate to cover our currently identified on-site and off-site environmental liabilities.

Exports

Our export sales from the U.S. to foreign unaffiliated customers were $355.7 million in 2013, $304.5 million in 2012 and $365.8 million in 2011.

Licenses are required from U.S. and other government agencies to export certain products. In particular, products with nuclear power generation and/or military applications are restricted, as are certain other pump, valve and seal products.

BUSINESS SEGMENTS

In addition to the business segment information presented below, Note 17 to our consolidated financial statements in Item 8 of this Annual Report contains additional financial information about our business segments and geographic areas in which we have conducted business in 2013, 2012 and 2011.

ENGINEERED PRODUCT DIVISION

Our largest business segment is EPD, through which we design, manufacture, distribute and service custom and other highly-engineered pumps and pump systems, mechanical seals, auxiliary systems, replacement parts and related equipment. The business consists of long lead time, highly-engineered, custom-configured products, which require extensive test requirements and superior project management skills, as well as aftermarket services supporting global infrastructure industries. EPD products and services are primarily used by companies that operate in the oil and gas, power generation, chemical, water management and general industries. We market our pump and mechanical seal products through our global sales force and our regional QRCs and service and repair centers or through independent distributors and sales representatives. A portion of our mechanical seal products are sold directly to original equipment manufacturers for incorporation into rotating equipment requiring mechanical seals.

Our pump products are manufactured in a wide range of metal alloys and with a variety of configurations to meet the critical operating demands of our customers. Mechanical seals are critical to the reliable operation of rotating equipment in that they prevent leakage and emissions of hazardous substances from the rotating equipment and reduce shaft wear on the equipment caused by the use of non-mechanical seals. We also manufacture a gas-lubricated mechanical seal that is used in high-speed compressors for gas pipelines and in the oil and gas production and process markets. Our products are currently manufactured at 29 plants worldwide, nine of which are located in Europe, 11 in North America, four in Asia Pacific and five in Latin America.

We also conduct business through strategic foreign joint ventures. We have six unconsolidated joint ventures that are located in China, India, Japan, Saudi Arabia, South Korea and the United Arab Emirates, where a portion of our products are manufactured, assembled or serviced in these territories. These relationships provide numerous strategic opportunities, including increased access to our current and new markets, access to additional manufacturing capacity and expansion of our operational platform to support low-cost sourcing initiatives and capacity demands for other markets.

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EPD Products

We manufacture more than 40 different active types of pumps and approximately 185 different models of mechanical seals and sealing systems. The following is a summary list of our EPD products and globally recognized brands:

EPD Product Types

Between Bearings Pumps	Overhung Pumps
•   Single Case — Axially Split	•   API Process
•   Single Case — Radially Split
•   Double Case

Positive Displacement Pumps	Mechanical Seals and Seal Support Systems
•   Multiphase	•   Gas Barrier Seals
•   Reciprocating	•   Dry-Running Seals
•   Screw

Specialty Products
•   Nuclear Pumps	•   Power Recovery — DWEER
•   Nuclear Seals	•   Power Recovery — Hydroturbine
•   Cryogenic Pumps	•   Energy Recovery Devices
•   Cryogenic Liquid Expander	•   CVP Concrete Volute Pumps
•   Hydraulic Decoking Systems	•   Wireless Transmitters
•   API Slurry Pumps

EPD Brand Names

•   BW Seals	•   Lawrence
•   Byron Jackson	•   LifeCycle Advantage
•   Calder Energy Recovery Devices	•   Niigata Worthington
•   Cameron	•   QRC™
•   Durametallic	•   Pacific
•   FEDD Wireless	•   Pacific Weitz
•   Five Star Seal	•   Pac-Seal
•   Flowserve	•   ReadySeal
•   Flowstar	•   United Centrifugal
•   GASPAC™	•   Western Land Roller
•   IDP	•   Wilson-Snyder
•   Interseal	•   Worthington
•   Jeumont-Schneider	•   Worthington-Simpson

EPD Services

We provide engineered aftermarket services through our global network of 127 QRCs, some of which are co-located in manufacturing facilities, in 42 countries. Our EPD service personnel provide a comprehensive set of equipment services for flow management control systems, including installation, commissioning, repair, advanced diagnostics, re-rate and retrofit programs, machining and comprehensive asset management solutions. We provide asset management services and condition monitoring for rotating equipment through special contracts with many of our customers that reduce maintenance costs. A large portion of EPD’s service work is performed on a quick response basis, and we offer 24-hour service in all of our major markets.

EPD New Product Development

Our investments in new product R&D continue to focus on increasing the capability of our products as customer applications become more advanced, demanding greater levels of production (i.e., flow, power and pressure) and under more extreme conditions beyond the level of traditional technology. We continue to develop innovations that improve product performance and our competitive position in the engineered equipment industry, specifically targeting pipeline, offshore and downstream applications for the oil and gas market. The emergence of extreme pressure applications prompted the development of an advanced stage design

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and construction of high pressure test capability necessary to validate the technology prior to introduction into the market. Successful completion of the multiphase testing, as part of the subsea product development, validated our design predictions and established the baseline for future advances in subsea and land-based designs of this product.

As new sources of energy generation are explored, we have been developing new product designs to support the most critical applications in the power generation market. New designs and qualification test programs continue to support the critical services found in the modern nuclear power generation plant. In addition to nuclear pump product development, we have focused development efforts on an advanced seal design required to accommodate upset conditions recently identified by the nuclear industry. Continued engagement with our end users is exemplified through completion of advancements in coke cutting technology, nozzle design and auxiliary equipment improvements, as well as creation of an automated cutting system to improve operator safety.

We continue to address our core products with design enhancements to improve performance and the speed at which we can deliver our products. Application of advanced computational fluid dynamics methods utilizing unsteady flow analysis led to the development of an advanced inlet chamber and impeller vane design for high energy injection water pumps. Our engineering teams continue to apply and develop sophisticated design technology and methods supporting continuous improvement of our proven technology. Additionally, we are incentivizing our operations and tracking the R&D projects more closely, which is leading to broader engagement in developing new products.

In 2013, EPD continued to advance our Technology Advantage platform through the Integrated Solutions Organization ("ISO"). This platform utilizes a combination of our developed technologies and leading edge technology partners to increase our asset management and service capabilities for our end-user customers. These technologies include intelligent devices, advanced communication and security protocols, wireless and satellite communications and web-enabled data convergence. Finally, we have been exploring the "additive manufacturing" opportunities in our products and auxiliary systems.

None of these newly developed products or services required the investment of a material amount of our assets or was otherwise material.

EPD Customers

Our customer mix is diversified and includes leading EPC firms, original equipment manufacturers, distributors and end users. Our sales mix of original equipment products and aftermarket products and services diversifies our business and helps mitigate the impact of normal economic cycles on our business. Our sales are diversified among several industries, including oil and gas, power generation, chemical, water management and general industries.

EPD Competition

The pump and mechanical seal industry is highly fragmented, with hundreds of competitors. We compete, however, primarily with a limited number of large companies operating on a global scale. Competition among our closest competitors is generally driven by delivery times, expertise, price, breadth of product offerings, contractual terms, previous installation history and reputation for quality. Some of our largest industry competitors include: Sulzer Pumps; Ebara Corp.; SPX Corp.; Eagle Burgmann, which is a joint venture of two traditional global seal manufacturers, A. W. Chesterton Co. and AES Corp.; John Crane Inc., a unit of Smiths Group Plc; and Weir Group Plc.

The pump and mechanical seal industry continues to undergo considerable consolidation, which is primarily driven by (i) the need to lower costs through reduction of excess capacity and (ii) customers’ preference to align with global full service suppliers to simplify their supplier base. Despite the consolidation activity, the market remains highly competitive.

We believe that our strongest sources of competitive advantage rest with our extensive range of pumps for the oil and gas, chemical and power generation industries, our large installed base of products, our strong customer relationships, our more than 200 years of legacy experience in manufacturing and servicing pumping equipment, our reputation for providing quality engineering solutions and our ability to deliver engineered new seal product orders within 72 hours from the customer’s request.

EPD Backlog

EPD’s backlog of orders as of December 31, 2013 was $1,311.4 million (including $21.6 million of interdivision backlog, which is eliminated and not included in consolidated backlog), compared with $1,400.3 million (including $21.4 million of interdivision backlog) as of December 31, 2012. We expect to ship 81% of December 31, 2013 backlog during 2014.

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INDUSTRIAL PRODUCT DIVISION

Through IPD we design, manufacture, distribute and service pre-configured engineered pumps and pump systems, including submersible motors, for industrial markets. Our globalized operating platform, low-cost sourcing and continuous improvement initiatives are essential aspects of this business. IPD’s standardized, general purpose pump products are primarily utilized by the oil and gas, chemical, water management, power generation and general industries. Our products are currently manufactured in 13 manufacturing facilities, four of which are located in the U.S. and six in Europe. IPD operates 19 QRCs worldwide, including nine sites in Europe, four in the U.S., five in Asia Pacific and one in Latin America.

IPD Products

We manufacture approximately 40 different active types of pumps available in a wide range of metal alloys and non-metallics with a variety of configurations to meet the critical operating demands of our customers. Additionally, in the fourth quarter we acquired Innovative Mag-Drive, LLC ("Innomag"), a leader in the advanced sealless magnetic drive centrifugal pump technologies, which strengthens our offering to the chemical process industries. The following is a summary list of our IPD products and globally recognized brands:

IPD Pump Product Types

Overhung	Between Bearings
•   Chemical Process ANSI and ISO	•   Single Case — Axially Split
•   Industrial Process	•   Single Case — Radially Split
•   Slurry and Solids Handling

Specialty Products	Vertical
•   Molten Salt VTP Pump	•   Wet Pit
•   Submersible Pump	•   Deep Well Submersible Motor
•   Thruster	•   Slurry and Solids Handling
•   Geothermal Deepwell	•   Sump
•   Barge Pump

Positive Displacement

•   Gear

IPD Brand Names

•   Aldrich	•   Sier Bath
•   Durco	•   TKL
•   IDP	•   Western Land Roller
•   Innomag	•   Worthington
•   Pacific	•   Worthington-Simpson
•   Pleuger
•   Scienco

IPD Services

We market our pump products through our worldwide sales force and our regional service and repair centers or through independent distributors and sales representatives. We provide an array of aftermarket services including product installation and commissioning services, spare parts, repairs, re-rate and upgrade solutions, advanced diagnostics and maintenance solutions through our global network of QRCs.

IPD New Product Development

Our IPD development projects target product feature enhancements, design improvements and sourcing opportunities that we believe will improve the competitive position of our industrial pump product lines. We will invest in our chemical product platform to expand and enhance our products offered to the global chemical industry. Our investment in a modern multistage ring

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section design progressed through the year with advanced construction and prototype testing. The new design is expected to streamline our product portfolio.

We continue to address our core products with design enhancements to improve performance and the speed at which we can deliver our products. Successful new product release of permanent magnet motor technology in our submersible motor products demonstrated improved product efficiency. We will further our energy efficiency initiatives in response to various global governmental directives. Cost reduction projects incorporating product rationalization, value engineering, lean manufacturing and overhead reduction continue to be key drivers for IPD.

None of these newly developed products or services required the investment of a material amount of our assets or was otherwise material.

IPD Customers

Our customer mix is diversified and includes leading EPC firms, original equipment manufacturers, distributors and end users. Our sales mix of original equipment products and aftermarket products and services diversifies our business and helps mitigate the impact of normal economic cycles on our business. Our sales are diversified among several industries, including oil and gas, chemical, water management, power generation and general industries.

IPD Competition

The industrial pump industry is highly fragmented, with many competitors. We compete, however, primarily with a limited number of large companies operating on a global scale. Competition among our closest competitors is generally driven by delivery times, expertise, price, breadth of product offerings, contractual terms, previous installation history and reputation for quality. Some of our largest industry competitors include ITT Industries, KSB Inc. and Sulzer Pumps.

We believe that our strongest sources of competitive advantage rest with our extensive range of pumps for the chemical industry, our large installed base, our strong customer relationships, our more than 200 years of legacy experience in manufacturing and servicing pumping equipment and our reputation for providing quality engineering solutions.

IPD Backlog

IPD’s backlog of orders as of December 31, 2013 was $530.1 million (including $30.0 million of interdivision backlog, which is eliminated and not included in consolidated backlog), compared with $593.0 million (including $40.7 million of interdivision backlog) as of December 31, 2012. We expect to ship 83% of December 31, 2013 backlog during 2014.

FLOW CONTROL DIVISION

FCD designs, manufactures, distributes and services a broad portfolio of industrial valve and automation solutions, including isolation and control valves, actuation, controls and related equipment. In addition, FCD offers energy management products such as steam traps, boiler controls and condensate and energy recovery systems. 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 products are used to control, direct and manage the flow of liquids and gases and are an integral part of any flow control system. Our valve products are most often customized and engineered to perform specific functions within each customer’s unique flow control environment.

Our flow control products are primarily used by companies operating in the chemical, power generation, oil and gas, water management and general industries. Our products are currently manufactured in 27 principal manufacturing facilities, five of which are located in the U.S., 14 of which are located in Europe and seven of which are located in Asia Pacific. FCD operates 33 QRCs worldwide.

FCD Products

Our valve, automation and controls product and solutions portfolio represents one of the most comprehensive in the flow control industry. Our products are used in a wide variety of applications, from general service to the most severe and demanding services, including those involving high levels of corrosion, extreme temperatures and/or pressures, zero fugitive emissions and emergency shutdown.

Our “smart” valve and diagnostic technologies integrate sensors, microprocessor controls and software into high performance integrated control valves, digital positioners and switchboxes for automated on/off valve assemblies and electric actuators. These technologies permit real-time system analysis, system warnings and remote indication of asset health. These technologies have been developed in response to the growing demand for reduced maintenance, improved process control efficiency and digital

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communications at the plant level. We are committed to further enhancing the quality of our product portfolio by continuing to upgrade our existing offerings with cutting-edge technologies.

Our valve automation products encompass a broad range of pneumatic, electric, hydraulic and stored energy actuation designs to take advantage of whatever power source the customer has available. FCD’s actuation products can utilize the process fluid flowing through the pipeline as a source of power to actuate the valve. Our actuation products also cover one of the widest ranges of output torques in the industry, providing the ability to automate anything from the smallest linear globe valve to the largest multi-turn gate valve. Most importantly, FCD combines best-in-class mechanical designs with the latest in digital controls in order to provide complete integrated automation solutions that optimize the combined valve-actuator-controls package.

The following is a summary list of our generally available valve and automation products and globally recognized brands:

FCD Product Types

•   Valve Automation Systems	•   Digital Positioners
•   Control Valves	•   Pneumatic Positioners
•   Ball Valves	•   Intelligent Positioners
•   Gate Valves	•   Electric/Electronic Actuators
•   Globe Valves	•   Pneumatic Actuators
•   Check Valves	•   Hydraulic Actuators
•   Butterfly Valves	•   Diaphragm Actuators
•   Lined Plug Valves	•   Direct Gas and Gas-over-Oil Actuators
•   Lined Ball Valves	•   Limit Switches
•   Lubricated Plug Valves	•   Steam Traps
•   Non-Lubricated Plug Valves	•   Condensate and Energy Recovery Systems
•   Integrated Valve Controllers	•   Boiler Controls
•   Diagnostic Software	•   Digital Communications
•   Electro Pneumatic Positioners	•   Valve and Automation Repair Services

FCD Brand Names

•   Accord	•   NAF
•   Anchor/Darling	•   NAVAL
•   Argus	•   Noble Alloy
•   Atomac	•   Norbro
•   Automax	•   Nordstrom
•   Durco	•   PMV
•   Edward	•   Serck Audco
•   Flowserve	•   Schmidt Armaturen
•   Gestra	•   Valbart
•   Kammer	•   Valtek
•   Limitorque	•   Vogt
•   McCANNA/MARPAC	•   Worcester Controls

FCD Services

Our service personnel provide comprehensive equipment maintenance services for flow control systems, including advanced diagnostics, repair, installation, commissioning, retrofit programs and field machining capabilities. A large portion of our service work is performed on a quick response basis, which includes 24-hour service in all of our major markets. We also provide in-house repair and return manufacturing services worldwide through our manufacturing facilities. We believe our ability to offer comprehensive, quick turnaround services provides us with a unique competitive advantage and unparalleled access to our customers’ installed base of flow control products.

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FCD New Product Development

Our R&D investment is focused on areas that will advance our technological leadership and further differentiate our competitive advantage from a product perspective. Investment has been focused on significantly enhancing the digital integration and interoperability of valve top works (e.g., positioners, actuators, limit switches and associated accessories) with Distributed Control Systems ("DCS"). We continue to pursue the development and deployment of next-generation hardware and software for valve diagnostics and the integration of the resulting device intelligence through the DCS to provide a practical and effective asset management capability for the end user. In addition to developing these new capabilities and value-added services, our investments also include product portfolio expansion and fundamental research in material sciences in order to increase the temperature, pressure and corrosion/erosion-resistance limits of existing products, as well as noise and cavitation reduction. These investments are made by adding new resources and talent to the organization, as well as leveraging the experience of EPD and IPD and increasing our collaboration with third parties. We expect to continue our R&D investments in the areas discussed above.

None of these newly developed valve products or services required the investment of a material amount of our assets or was otherwise material.

FCD Customers

Our customer mix spans several markets, including the chemical, power generation, oil and gas, water management, pulp and paper, mining and other general industries. Our product mix includes original equipment and aftermarket parts and services. FCD contracts with a variety of customers, ranging from EPC firms, to distributors, end users and other original equipment manufacturers.

FCD Competition

While in recent years the valve market has undergone a significant amount of consolidation, the market remains highly fragmented. Some of the largest valve industry competitors include Pentair Ltd., Cameron International Corp., Emerson Electric Co., General Electric Co. and Crane Co.

Our market research and assessments indicate that the top 10 global valve manufacturers collectively comprise less than 25% of the total valve market. Based on independent industry sources, we believe that we are the fourth largest industrial valve supplier in the world. We believe that our strongest sources of competitive advantage rest with our comprehensive portfolio of valve products and services, our focus on execution and our expertise in severe corrosion and erosion applications.

FCD Backlog

FCD’s backlog of orders as of December 31, 2013 was $769.6 million, compared with $723.9 million as of December 31, 2012. We expect to ship 87% of December 31, 2013 backlog during 2014.

AVAILABLE INFORMATION

We maintain an Internet web site at www.flowserve.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934 are made available free of charge through the “Investor Relations” section of our Internet web site as soon as reasonably practicable after we electronically file the reports with, or furnish the reports to, the U.S. Securities and Exchange Commission ("SEC").

Also available on our Internet web site are our Corporate Governance Guidelines for our Board of Directors and Code of Ethics and Business Conduct, as well as the charters of the Audit, Finance, Organization and Compensation and Corporate Governance and Nominating Committees of our Board of Directors and other important governance documents. All of the foregoing documents may be obtained through our Internet web site as noted above and are available in print without charge to shareholders who request them. Information contained on or available through our Internet web site is not incorporated into this Annual Report or any other document we file with, or furnish to, the SEC.

ITEM 1A. RISK FACTORS

Any of the events discussed as risk factors below may occur. If they do, our business, financial condition, results of operations and cash flows could be materially adversely affected. While we believe all known material risks are disclosed, additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business operations. Because of these risk factors, as well as other variables affecting our operating results, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

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Our business depends on the levels of capital investment and maintenance expenditures by our customers, which in turn are affected by numerous factors, including the state of domestic and global economies, global energy demand, the cyclical nature of their markets, their liquidity and the condition of global credit and capital markets.

Demand for most of our products and services depends on the level of new capital investment and planned maintenance expenditures by our customers. The level of capital expenditures by our customers depends, in turn, on general economic conditions, availability of credit, economic conditions within their respective industries and expectations of future market behavior. Additionally, volatility in commodity prices can negatively affect the level of these activities and can result in postponement of capital spending decisions or the delay or cancellation of existing orders. The ability of our customers to finance capital investment and maintenance may also be affected by factors independent of the conditions in their industries, such as the condition of global credit and capital markets.

The businesses of many of our customers, particularly oil and gas companies, chemical companies and general industrial companies, are to varying degrees cyclical and have experienced periodic downturns. Our customers in these industries, particularly those whose demand for our products and services is primarily profit-driven, historically have tended to delay large capital projects, including expensive maintenance and upgrades, during economic downturns. For example, our chemical customers generally tend to reduce their spending on capital investments and operate their facilities at lower levels in a soft economic environment, which reduces demand for our products and services. Additionally, fluctuating energy demand forecasts and lingering uncertainty concerning commodity pricing can cause our customers to be more conservative in their capital planning, which may reduce demand for our products and services. Reduced demand for our products and services could result in the delay or cancellation of existing orders or lead to excess manufacturing capacity, which unfavorably impacts our absorption of fixed manufacturing costs. This reduced demand may also erode average selling prices in our industry. Any of these results could adversely affect our business, financial condition, results of operations and cash flows.

Additionally, some of our customers may delay capital investment and maintenance even during favorable conditions in their industries or markets. Despite these favorable conditions, the general health of global credit and capital markets and our customers' ability to access such markets may impact investments in large capital projects, including necessary maintenance and upgrades. In addition, the liquidity and financial position of our customers could impact capital investment decisions and their ability to pay in full and/or on a timely basis. Any of these factors, whether individually or in the aggregate, could have a material adverse effect on our customers and, in turn, our business, financial condition, results of operations and cash flows.

Volatility in commodity prices, effects from credit and capital market disruptions and a sluggish global economic recovery could prompt customers to delay or cancel existing orders, which could adversely affect the viability of our backlog and could impede our ability to realize revenues on our backlog.

Our backlog represents the value of uncompleted customer orders. While we cannot be certain that reported backlog will be indicative of future results, our ability to accurately value our backlog can be adversely affected by numerous factors, including the health of our customers' businesses and their access to capital, volatility in commodity prices (e.g., copper, nickel, stainless steel) and economic uncertainty. While we attempt to mitigate the financial consequences of order delays and cancellations through contractual provisions and other means, if we were to experience a significant increase in order delays or cancellations that can result from the aforementioned economic conditions or other factors beyond our control, it could impede or delay our ability to realize anticipated revenues on our backlog. Such a loss of anticipated revenues could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may be unable to deliver our sizeable backlog on time, which could affect our revenues, future sales and profitability and our relationships with customers.

At December 31, 2013, backlog was $2.6 billion. In 2014, our ability to meet customer delivery schedules for backlog is dependent on a number of factors including, but not limited to, sufficient manufacturing plant capacity, adequate supply channel access to the raw materials and other inventory required for production, an adequately trained and capable workforce, project engineering expertise for certain large projects and appropriate planning and scheduling of manufacturing resources. Many of the contracts we enter into with our customers require long manufacturing lead times and contain penalty clauses related to on-time delivery. Failure to deliver in accordance with customer expectations could subject us to financial penalties, may result in damage to existing customer relationships and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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We sell our products in highly competitive markets, which results in pressure on our profit margins and limits our ability to maintain or increase the market share of our products.

The markets for our products and services are geographically diverse and highly competitive. We compete against large and well-established national and global companies, as well as regional and local companies, low-cost replicators of spare parts and in-house maintenance departments of our end-user customers. We compete based on price, technical expertise, timeliness of delivery, contractual terms, previous installation history and reputation for quality and reliability. Competitive environments in slow-growth industries and for original equipment orders have been inherently more influenced by pricing and domestic and global economic conditions and current economic forecasts suggest that the competitive influence of pricing has broadened. Additionally, some of our customers have been attempting to reduce the number of vendors from which they purchase in order to reduce the size and diversity of their supply chain. To remain competitive, we must invest in manufacturing, marketing, customer service and support and our distribution networks. No assurances can be made that we will have sufficient resources to continue to make the investment required to maintain or increase our market share or that our investments will be successful. If we do not compete successfully, our business, financial condition, results of operations and cash flows could be materially adversely affected.

If we are unable to obtain raw materials at favorable prices, our operating margins and results of operations may be adversely affected.

We purchase substantially all electric power and other raw materials we use in the manufacturing of our products from outside sources. The costs of these raw materials have been volatile historically and are influenced by factors that are outside our control. In recent years, the prices for energy, metal alloys, nickel and certain other of our raw materials have been volatile. While we strive to offset our increased costs through supply chain management, contractual provisions and our CIP initiative, where gains are achieved in operational efficiencies, our operating margins and results of operations and cash flows may be adversely affected if we are unable to pass increases in the costs of our raw materials on to our customers or operational efficiencies are not achieved.

Economic, political and other risks associated with international operations could adversely affect our business.

A substantial portion of our operations is conducted and located outside the U.S. We have manufacturing, sales or service facilities in more than 50 countries and sell to customers in over 90 countries, in addition to the U.S. Moreover, we primarily outsource certain of our manufacturing and engineering functions to, and source our raw materials and components from, China, Eastern Europe, India, Latin America and Mexico. Accordingly, our business and results of operations are subject to risks associated with doing business internationally, including:

• instability in a specific country's or region's political or economic conditions, particularly economic conditions in Europe, and political conditions in the Middle East, North Africa, Latin America and other emerging markets;

•trade protection measures, such as tariff increases, and import and export licensing and control requirements;

•potentially negative consequences from changes in tax laws or tax examinations;

•difficulty in staffing and managing widespread operations;

•increased aging and slower collection of receivables, particularly in Latin America and other emerging markets;

•difficulty of enforcing agreements through some foreign legal systems;

•differing and, in some cases, more stringent labor regulations;

•potentially negative consequences from fluctuations in foreign currency exchange rates;

•partial or total expropriation;

•differing protection of intellectual property;

•inability to repatriate income or capital; and

• difficulty in administering and enforcing corporate policies, which may be different than the customary business practices of local cultures.

For example, political unrest or work stoppages could negatively impact the demand for our products from customers in affected countries and other customers, such as U.S. oil refineries, that could be affected by the resulting disruption in the supply of crude oil. Similarly, military conflicts in the Middle East and North Africa could soften the level of capital investment and demand for our products and services.

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In order to manage our day-to-day operations, we must overcome cultural and language barriers and assimilate different business practices. In addition, we are required to create compensation programs, employment policies and other administrative programs that comply with laws of multiple countries. We also must communicate and monitor standards and directives across our global network. Our failure to successfully manage our geographically diverse operations could impair our ability to react quickly to changing business and market conditions and to enforce compliance with standards and procedures.

Our future success will depend, in large part, on our ability to anticipate and effectively manage these and other risks associated with our international operations. Any of these factors could, however, materially adversely affect our international operations and, consequently, our financial condition, results of operations and cash flows.

Our international operations and foreign subsidiaries are subject to a variety of complex and continually changing laws and regulations.

Due to the international scope of our operations, the system of laws and regulations to which we are subject is complex and includes, without limitation, regulations issued by the U.S. Customs and Border Protection, the U.S. Department of Commerce's Bureau of Industry and Security, the U.S. Treasury Department's Office of Foreign Assets Control and various foreign governmental agencies, including applicable export controls, customs, currency exchange control and transfer pricing regulations, as applicable. No assurances can be made that we will continue to be found to be operating in compliance with, or be able to detect violations of, any such laws or regulations. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our international operations might be subject or the manner in which existing laws might be administered or interpreted.

Our international operations expose us to fluctuations in foreign currency exchange rates.

A significant portion of our revenue and certain of our costs, assets and liabilities, are denominated in currencies other than the U.S. dollar. The primary currencies to which we have exposure are the Euro, British pound, Mexican peso, Brazilian real, Indian rupee, Japanese yen, Singapore dollar, Argentine peso, Canadian dollar, Australian dollar, Chinese yuan, Colombian peso, Chilean peso and South African rand. Certain of the foreign currencies to which we have exposure, such as the Venezuelan bolivar and Argentine peso, have undergone significant devaluation in the past, which can reduce the value of our local monetary assets, reduce the U.S. dollar value of our local cash flow, generate local currency losses that may impact our ability to pay future dividends from our subsidiary to the parent company and potentially reduce the U.S. dollar value of future local net income. Although we enter into forward exchange contracts to economically hedge some of our risks associated with transactions denominated in certain foreign currencies, no assurances can be made that exchange rate fluctuations will not adversely affect our financial condition, results of operations and cash flows.

We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws and regulations.

The U.S. Foreign Corrupt Practices Act ("FCPA") and similar anti-bribery laws and regulations in other jurisdictions, such as the UK Bribery Act, generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business or securing an improper advantage. Because we operate in many parts of the world and sell to industries that have experienced corruption to some degree, our policies mandate compliance with applicable anti-bribery laws worldwide. If we are found to be in violation of the FCPA or other similar anti-bribery laws or regulations, whether due to our or others' actions or inadvertence, we could be subject to civil and criminal penalties or other sanctions that could have a material adverse impact on our business, financial condition, results of operations and cash flows. In addition, actual or alleged violations could damage our reputation or ability to do business.

Terrorist acts, conflicts and wars may materially adversely affect our business, financial condition and results of operations and may adversely affect the market for our common stock.

As a global company with a large international footprint, we are subject to increased risk of damage or disruption to us, our employees, facilities, partners, suppliers, distributors, resellers or customers due to terrorist acts, conflicts and wars, wherever located around the world. The potential for future attacks, the national and international responses to attacks or perceived threats to national security, and other actual or potential conflicts or wars, such as the Israeli-Hamas conflict and ongoing instability in Syria and Egypt, have created many economic and political uncertainties. In addition, as a global company with headquarters and significant operations located in the U.S., actions against or by the U.S. may impact our business or employees. Although it is impossible to predict the occurrences or consequences of any such events, they could result in a decrease in demand for our products, make it difficult or impossible to deliver products to our customers or to receive components from our suppliers, create delays and inefficiencies in our supply chain and pose risks to our employees, resulting in the need to impose travel restrictions, any of which could adversely affect our business, financial condition, results of operations and cash flows.

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Environmental compliance costs and liabilities could adversely affect our financial condition, results of operations and cash flows.

Our operations and properties are subject to regulation under environmental laws, which can impose substantial sanctions for violations. We must conform our operations to applicable regulatory requirements and adapt to changes in such requirements in all countries in which we operate.

We use hazardous substances and generate hazardous wastes in many of our manufacturing and foundry operations. Most of our current and former properties are or have been used for industrial purposes, and some may require clean-up of historical contamination. We are currently conducting investigation and/or remediation activities at a number of locations where we have known environmental concerns. In addition, we have been identified as one of many PRPs at five Superfund sites. The projected cost of remediation at these sites, as well as our alleged "fair share" allocation, while not anticipated to be material, has been reserved. However, until all studies have been completed and the parties have either negotiated an amicable resolution or the matter has been judicially resolved, some degree of uncertainty remains.

We have incurred, and expect to continue to incur, operating and capital costs to comply with environmental requirements. In addition, new laws and regulations, stricter enforcement of existing requirements, the discovery of previously unknown contamination or the imposition of new clean-up requirements could require us to incur costs or become the basis for new or increased liabilities. Moreover, environmental and sustainability initiatives, practices, rules and regulations are under increasing scrutiny of both governmental and non-governmental bodies, which can cause rapid change in operational practices, standards and expectations and, in turn, increase our compliance costs. Any of these factors could have a material adverse effect on our financial condition, results of operations and cash flows.

We are party to asbestos-containing product litigation that could adversely affect our financial condition, results of operations and cash flows.

We are a defendant in a substantial 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 us. Such products were used as internal components of process equipment, and we do not believe that there was any significant emission of asbestos-containing fibers during the use of this equipment. Although we are defending these allegations vigorously and believe that a high percentage of these lawsuits are covered by insurance or indemnities from other companies, there can be no assurance that we will prevail or that payments made by insurance or such other companies would be adequate. Unfavorable rulings, judgments or settlement terms could have a material adverse impact on our business, financial condition, results of operations and cash flows.

Our business may be adversely impacted by work stoppages and other labor matters.

As of December 31, 2013, we had approximately 18,000 employees, of which approximately 5,800 were located in the U.S. Approximately 7.5% of our U.S. employees are represented by unions. We also have unionized employees or employee work councils in Argentina, Australia, Austria, Brazil, Canada, Finland, France, Germany, Italy, Japan, Mexico, The Netherlands, Poland, Spain, Sweden and the U.K. No individual unionized facility produces more than 10% of our revenues. Although we believe that our relations with our employees are strong and we have not experienced any material strikes or work stoppages recently, no assurances can be made that we will not in the future experience these and other types of conflicts with labor unions, works councils, other groups representing employees or our employees generally, or that any future negotiations with our labor unions will not result in significant increases in our cost of labor.

Inability to protect our intellectual property could negatively affect our competitive position.

We rely on a combination of patents, copyrights, trademarks, trade secrets, confidentiality provisions and licensing arrangements to establish and protect our proprietary rights. We cannot guarantee, however, that the steps we have taken to protect our intellectual property will be adequate to prevent infringement of our rights or misappropriation of our technology. For example, effective patent, trademark, copyright and trade secret protection may be unavailable or limited in some of the foreign countries in which we operate. In addition, while we generally enter into confidentiality agreements with our employees and third parties to protect our intellectual property, such confidentiality agreements could be breached or otherwise may not provide meaningful protection for our trade secrets and know-how related to the design, manufacture or operation of our products. If it became necessary for us to resort to litigation to protect our intellectual property rights, any proceedings could be burdensome and costly, and we may not prevail. Further, adequate remedies may not be available in the event of an unauthorized use or disclosure of our trade secrets and manufacturing expertise. If we fail to successfully enforce our intellectual property rights, our competitive position could suffer, which could harm our business, financial condition, results of operations and cash flows.

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Significant changes in pension fund investment performance or assumptions changes may have a material effect on the valuation of our obligations under our defined benefit pension plans, the funded status of these plans and our pension expense.

We maintain defined benefit pension plans that are required to be funded in the U.S., India, Japan, Mexico, The Netherlands and the U.K., and defined benefit plans that are not required to be funded in Austria, France, Germany, Italy and Sweden. Our pension liability is materially affected by the discount rate used to measure our pension obligations and, in the case of the plans that are required to be funded, the level of plan assets available to fund those obligations and the expected long-term rate of return on plan assets. A change in the discount rate can result in a significant increase or decrease in the valuation of pension obligations, affecting the reported status of our pension plans and our pension expense. Significant changes in investment performance or a change in the portfolio mix of invested assets can result in increases and decreases in the valuation of plan assets or in a change of the expected rate of return on plan assets. This impact may be particularly prevalent where we maintain significant concentrations of specified investments, such as the U.K. equity and fixed income securities in our non-U.S. defined benefit plans. Changes in the expected return on plan assets assumption can result in significant changes in our pension expense and future funding requirements.

We continually review our funding policy related to our U.S. pension plan in accordance with applicable laws and regulations. U.S. regulations have increased the minimum level of funding for U.S pension plans in prior years, which has at times required significant contributions to our pension plans. Contributions to our pension plans reduce the availability of our cash flows to fund working capital, capital expenditures, R&D efforts and other general corporate purposes.

We may incur material costs as a result of product liability and warranty claims, which could adversely affect our financial condition, results of operations and cash flows.

We may be exposed to product liability and warranty claims in the event that the use of one of our products results in, or is alleged to result in, bodily injury and/or property damage or our products actually or allegedly fail to perform as expected. While we maintain insurance coverage with respect to certain product liability claims, we may not be able to obtain such insurance on acceptable terms in the future, and any such insurance may not provide adequate coverage against product liability claims. In addition, product liability claims can be expensive to defend and can divert the attention of management and other personnel for significant periods of time, regardless of the ultimate outcome. An unsuccessful defense of a product liability claim could have an adverse effect on our business, financial condition, results of operations and cash flows. Even if we are successful in defending against a claim relating to our products, claims of this nature could cause our customers to lose confidence in our products and our company. Warranty claims are not generally covered by insurance, and we may incur significant warranty costs in the future for which we would not be reimbursed.

The recording of increased deferred tax asset valuation allowances in the future or the impact of tax law changes on such deferred tax assets could affect our operating results.

We currently have significant net deferred tax assets resulting from tax credit carryforwards, net operating losses and other deductible temporary differences that are available to reduce taxable income in future periods. Based on our assessment of our deferred tax assets, we determined, based on projected future income and certain available tax planning strategies, that approximately $239 million of our deferred tax assets will more likely than not be realized in the future, and no valuation allowance is currently required for this portion of our deferred tax assets. Should we determine in the future that these assets will not be realized we will be required to record an additional valuation allowance in connection with these deferred tax assets and our operating results would be adversely affected in the period such determination is made. In addition, tax law changes could negatively impact our deferred tax assets.

Our outstanding indebtedness and the restrictive covenants in the agreements governing our indebtedness limit our operating and financial flexibility.

We are required to make scheduled repayments and, under certain events of default, mandatory repayments on our outstanding indebtedness, which may require us to dedicate a substantial portion of our cash flows from operations to payments on our indebtedness, thereby reducing the availability of our cash flows to fund working capital, capital expenditures, R&D efforts and other general corporate purposes, such as dividend payments and share repurchases, and could generally limit our flexibility in planning for, or reacting to, changes in our business and industry.

In addition, the agreements governing our indebtedness impose certain operating and financial restrictions on us and somewhat limit management's discretion in operating our businesses. These agreements limit or restrict our ability, among other things, to: incur additional debt; pay dividends and make other distributions; prepay subordinated debt; make investments and other restricted payments; create liens; sell assets; and enter into transactions with affiliates.

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We are also required to comply with leverage and interest coverage financial covenants and deliver to our lenders audited annual and unaudited quarterly financial statements. Our ability to comply with these covenants may be affected by events beyond our control. Failure to comply with these covenants could result in an event of default which, if not cured or waived, may have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may not be able to continue to expand our market presence through acquisitions, and any future acquisitions may present unforeseen integration difficulties or costs.

Since 1997, we have expanded through a number of acquisitions, and we may pursue strategic acquisitions of businesses in the future. Our ability to implement this growth strategy will be limited by our ability to identify appropriate acquisition candidates, covenants in our credit agreement and other debt agreements and our financial resources, including available cash and borrowing capacity. Acquisitions may require additional debt financing, resulting in higher leverage and an increase in interest expense. In addition, acquisitions may require large one-time charges and can result in the incurrence of contingent liabilities, adverse tax consequences, substantial depreciation or deferred compensation charges, the amortization of identifiable purchased intangible assets or impairment of goodwill, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Should we acquire another business, the process of integrating acquired operations into our existing operations may create operating difficulties and may require significant financial and managerial resources that would otherwise be available for the ongoing development or expansion of existing operations. Some of the more common challenges associated with acquisitions that we may experience include:

• loss of key employees or customers of the acquired company;

• conforming the acquired company's standards, processes, procedures and controls, including accounting systems and controls, with our operations, which could cause deficiencies related to our internal control over financial reporting;

• coordinating operations that are increased in scope, geographic diversity and complexity;

• retooling and reprogramming of equipment;

• hiring additional management and other critical personnel; and

• the diversion of management's attention from our day-to-day operations.

Further, no guarantees can be made that we would realize the cost savings, synergies or revenue enhancements that we may anticipate from any acquisition, or that we will realize such benefits within the time frame that we expect. If we are not able to timely address the challenges associated with acquisitions and successfully integrate acquired businesses, or if our integrated product and service offerings fail to achieve market acceptance, our business could be adversely affected.

Forward-Looking Information is Subject to Risk and Uncertainty

This Annual Report and other written reports and oral statements we make from time-to-time include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this Annual Report regarding our financial position, business strategy, plans and objectives of management for future operations, industry conditions, market conditions and indebtedness covenant compliance are forward-looking statements. In some cases forward looking statements can be identified by terms such as "may," "should," "expects," "could," "intends," "projects," "predicts," "plans," "anticipates," "estimates," "believes," "forecasts" or other comparable terminology. These statements are not historical facts or guarantees of future performance, but instead are based on current expectations and are subject to significant risks, uncertainties and other factors, many of which are outside of our control.

We have identified factors that could cause actual plans or results to differ materially from those included in any forward-looking statements. These factors include those described above under this "Risk Factors" heading, or as may be identified in our other SEC filings from time to time. These uncertainties are beyond our ability to control, and in many cases, it is not possible to foresee or identify all the factors that may affect our future performance or any forward-looking information, and new risk factors can emerge from time to time. Given these risks and uncertainties, undue reliance should not be placed on forward-looking statements as a prediction of actual results.

All forward-looking statements included in this Annual Report are based on information available to us on the date of this Annual Report and the risk that actual results will differ materially from expectations expressed in this report will increase with the passage of time. We undertake no obligation, and disclaim any duty, to publicly update or revise any forward-looking statement or disclose any facts, events or circumstances that occur after the date hereof that may affect the accuracy of any forward-looking statement, whether as a result of new information, future events, changes in our expectations or otherwise. This discussion is

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provided as permitted by the Private Securities Litigation Reform Act of 1995 and all of our forward-looking statements are expressly qualified in their entirety by the cautionary statements contained or referenced in this section.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our principal executive offices, including our global headquarters, are located at 5215 N. O'Connor Boulevard, Suite 2300, Irving, Texas 75039. Our global headquarters is a leased facility, which we began to occupy on January 1, 2004. In September 2011, we extended our original lease term an additional 10 years to December 31, 2023. We have the option to renew the current lease for two additional five-year periods. We currently occupy 125,000 square feet at this facility.

Our major manufacturing facilities (those with 50,000 or more square feet of manufacturing capacity) operating at December 31, 2013 are presented in the table below. See "Item 1. Business" in this Annual Report for further information with respect to all of our manufacturing and operational facilities, including QRCs.

	Number of Facilities	Approximate Square Footage
EPD
U.S.	4	725,000
Non-U.S.	14	2,361,000
IPD
U.S.	4	593,000
Non-U.S.	6	1,529,000
FCD
U.S.	5	1,027,000
Non-U.S.	13	1,762,000

We own the majority of our manufacturing facilities, and those manufacturing facilities we do not own are leased. We also maintain a substantial network of U.S. and foreign service centers and sales offices, most of which are leased. The majority of our manufacturing leased facilities are covered by lease agreements with terms ranging from two to seven years, with individual lease terms generally varying based on the facilities’ primary usage. We believe we will be able to extend leases on our various facilities as necessary, as they expire.

We believe that our current facilities are adequate to meet the requirements of our present and foreseeable future operations. We continue to review our capacity requirements as part of our strategy to optimize our global manufacturing efficiency. See Note 10 to our consolidated financial statements included in Item 8 of this Annual Report for additional information regarding our operating lease obligations.

ITEM 3. LEGAL PROCEEDINGS

We are party to the legal proceedings that are described in Note 13 to our consolidated financial statements included in Item 8 of this Annual Report, and such disclosure is incorporated by reference into this Item 3. In addition to the foregoing, we and our subsidiaries are named defendants in certain other routine lawsuits incidental to our business and are involved from time to time as parties to governmental proceedings, all arising in the ordinary course of business. Although the outcome of lawsuits or other proceedings involving us and our subsidiaries cannot be predicted with certainty, and the amount of any liability that could arise with respect to such lawsuits or other proceedings cannot be predicted accurately, management does not currently expect these matters, either individually or in the aggregate, to have a material effect on our financial position, results of operations or cash flows. We have established reserves covering exposures relating to contingencies to the extent believed to be reasonably estimable and probable based on past experience and available facts.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCHKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information and Dividends

Our common stock is traded on the New York Stock Exchange ("NYSE") under the symbol "FLS." On February 12, 2014, our records showed 1,557 shareholders of record. The following table sets forth the range of high and low prices per share of our common stock as reported by the NYSE for the periods indicated.

PRICE RANGE OF FLOWSERVE COMMON STOCK

(Intraday High/Low Prices)

	2013	2012
First Quarter	$56.51/$49.99	$40.82/$33.63
Second Quarter	57.76/50.00	39.86/32.80
Third Quarter	63.70/53.96	45.19/35.30
Fourth Quarter	78.89/55.98	49.03/42.28

The table below presents declaration, record and payment dates, as well as the per share amounts, of dividends on our common stock during 2013 and 2012:

Declaration Date	Record Date	Payment Date	Dividend Per Share
November 21, 2013	December 27, 2013	January 10, 2014	$0.14
August 15, 2013	September 27, 2013	October 11, 2013	0.14
May 23, 2013	July 2, 2013	July 12, 2013	0.14
February 21, 2013	March 28, 2013	April 12, 2013	0.14

Declaration Date	Record Date	Payment Date	Dividend Per Share
November 15, 2012	December 31, 2012	January 14, 2013	$0.12
August 15, 2012	September 28, 2012	October 12, 2012	0.12
May 17, 2012	June 30, 2012	July 13, 2012	0.12
February 21, 2012	March 30, 2012	April 13, 2012	0.12

On May 23, 2013, our certificate of incorporation was amended to increase the number of authorized shares of common stock from 120.0 million to 305.0 million and enable a three-for-one stock split approved by the Board of Directors on February 7, 2013 in the form of a 200% common stock dividend. The record date for the stock split was June 7, 2013, and additional shares were distributed on June 21, 2013. Shareholders' equity and all share data, including treasury shares and stock-based compensation award shares, and per share data presented herein have been retrospectively adjusted to reflect the impact of the increase in authorized shares and the stock split, as appropriate.

On February 20, 2012, our Board of Directors authorized an increase in the payment of quarterly dividends on our common stock from $0.11 per share to $0.12 per share payable beginning on April 13, 2012. On February 19, 2013, our Board of Directors authorized an increase in the payment of dividends on our common stock from $0.12 per share to $0.14 per share payable quarterly beginning on April 12, 2013. Any subsequent dividends will be reviewed by our Board of Directors on a quarterly basis and declared at its discretion dependent on its assessment of our financial situation and business outlook at the applicable time. Our credit facilities contain covenants that could restrict our ability to declare and pay dividends on our common stock. See the discussion of our credit facilities under Item 7 of this Annual Report and in Note 10 to our consolidated financial statements included in Item 8 of this Annual Report.

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Issuer Purchases of Equity Securities

Note 15 to our consolidated financial statements included in Item 8 of this Annual Report includes a discussion of our share repurchase activity and payment of quarterly dividends on our common stock.

During the quarter ended December 31, 2013, we repurchased a total of 1,266,343 shares of our common stock for $88.2 million (representing $69.64 per share) under our current share repurchase program. The following table sets forth the repurchase data for each of the three months during the quarter ended December 31, 2013:

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan	Maximum Number of Shares (or Approximate Dollar Value) That May Yet Be Purchased Under the Plan
						(In millions)
October 1 - 31	315,046		$	62.37	315,046	$	452.9
November 1 - 30	212,088	(1)	70.42		209,600	438.2
December 1 - 31	741,697		72.49		741,697	384.4
Total	1,268,831		$	69.64	1,266,343

_______________________________________

(1) Includes 2,295 shares of common stock purchased at a price of $69.20 per share by a rabbi trust that we maintain for non-employee directors who elect to defer their quarterly compensation for payment at a later date in the form of common stock. Also, includes a total of 193 shares that were tendered by employees to satisfy minimum tax withholding amounts for restricted stock awards at an average price per share of $70.54.

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Stock Performance Graph

The following graph depicts the most recent five-year performance of our common stock with the S&P 500 Index and S&P 500 Industrial Machinery. The graph assumes an investment of $100 on December 31, 2008, and assumes the reinvestment of any dividends over the following five years. The stock price performance shown in the graph is not necessarily indicative of future price performance.

	Base Period		December 31,
Company/Index	2008		2009		2010		2011		2012		2013
Flowserve Corporation		$100.00		$186.09		$237.32		$200.28		$299.49		$486.93
S&P 500 Index	100.00		126.45		145.49		148.55		172.30		228.09
S&P 500 Industrial Machinery	100.00		139.72		189.94		172.30		219.66		320.28

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ITEM 6. SELECTED FINANCIAL DATA

	Year Ended December 31,
	2013(a)			2012			2011(b)			2010(c)			2009(d)
	(Amounts in thousands, except per share data and ratios)
RESULTS OF OPERATIONS
Sales	$	4,954,619		$	4,751,339		$	4,510,201		$	4,032,036		$	4,365,262
Gross profit	1,688,095			1,580,951			1,513,646			1,409,693			1,548,132
Selling, general and administrative expense	(966,829		)	(922,125		)	(914,080		)	(844,990		)	(934,451		)
Operating income	760,283			675,778			618,677			581,352			629,517
Interest expense	(54,413		)	(43,520		)	(36,181		)	(34,301		)	(40,005		)
Provision for income taxes	(204,701		)	(160,766		)	(158,524		)	(141,596		)	(156,460		)
Net earnings attributable to Flowserve Corporation	485,530			448,339			428,582			388,290			427,887
Net earnings per share of Flowserve Corporation common shareholders (diluted)(e)	3.41			2.84			2.55			2.29			2.53
Cash flows from operating activities	487,759			517,130			218,213			355,775			431,277
Cash dividends declared per share	0.56			0.48			0.43			0.39			0.36
FINANCIAL CONDITION
Working capital	$	1,289,283		$	1,149,591		$	1,158,033		$	1,067,369		$	1,041,239
Total assets	5,036,733			4,810,958			4,622,614			4,459,910			4,248,894
Total debt	1,200,297			928,594			505,216			527,711			566,728
Retirement obligations and other liabilities	473,894			456,742			422,470			414,272			449,691
Total equity	1,877,121			1,894,475			2,278,230			2,113,033			1,801,747
FINANCIAL RATIOS
Return on average net assets(f)	17.1		%	16.5		%	16.9		%	17.7		%	22.0		%
Net debt to net capital ratio(g)	30.8		%	24.8		%	6.9		%	-1.4		%	-5.1		%

_______________________________________

(a) Results of operations in 2013 include costs of $10.7 million resulting from realignment initiatives, resulting in a reduction of after tax net earnings of $7.6 million.

(b) Results of operations in 2011 include costs of $11.9 million resulting from realignment initiatives, resulting in a reduction of after tax net earnings of $8.8 million.

(c) Results of operations in 2010 include costs of $18.3 million resulting from realignment initiatives, resulting in a reduction of after tax net earnings of $13.4 million.

(d) Results of operations in 2009 include costs of $68.1 million resulting from realignment initiatives, resulting in a reduction of after tax net earnings of $49.8 million.

(e) Retrospective adjustments were made to prior period information to conform to current period presentation. These retrospective adjustments resulted from our adoption of guidance related to the two-class method of calculating earnings per share under ASC 260, "Earnings Per Share," which was effective January 1, 2009, and the three-for-one stock split discussed in Note 15 to our consolidated financial statements included in Item 8 of this Annual Report.

(f) Calculated as adjusted net income divided by adjusted net assets, where adjusted net income is the sum of earnings before income taxes plus interest expense multiplied by one minus our effective tax rate and adjusted net assets is the average of beginning of year and end of year net assets, excluding cash and cash equivalents and debt due in one year.

(g) Calculated as total debt minus cash and cash equivalents divided by the sum of total debt and shareholders' equity minus cash and cash equivalents. Cash and cash equivalents exceeded total debt by $29.9 million and $87.6 million at December 31, 2010 and 2009, respectively.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 “Forward-Looking Statements” included in this Annual Report on Form 10-K for the year ended December 31, 2013 ("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 believe that we are a world-leading manufacturer and aftermarket service provider of comprehensive flow control systems. We develop and manufacture precision-engineered flow control equipment integral to the movement, control and protection of the flow of materials in our customers’ critical processes. Our product portfolio of pumps, valves, seals, automation and aftermarket services supports global infrastructure industries, including oil and gas, chemical, power generation and water management, as well as general industrial markets where our products and services add value. Through our manufacturing platform and global network of Quick Response Centers ("QRCs"), we offer a broad array of aftermarket equipment services, such as installation, advanced diagnostics, repair and retrofitting. We currently employ approximately 18,000 employees 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 aftermarket services for existing operations. The worldwide installed base of our products is an important source of aftermarket revenue, where products are expected to ensure the maximum operating time of many key industrial processes. Over the past several years, we have significantly invested in our aftermarket strategy to provide local support to drive customer investments in our offerings and use of our services to replace or repair installed products. The aftermarket portion of our business also helps provide business stability during various economic periods. The aftermarket business, which is served by our network of 175 QRCs located around the globe, provides a variety of service offerings for our customers including spare parts, service solutions, product life cycle solutions and other value-added services. It is generally a higher margin business compared to our original equipment business and a key component of our profitable growth strategy.

Our operations are conducted through three business segments that are referenced throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"):

• Engineered Product Division ("EPD") for long lead time, custom and other highly-engineered pumps and pump systems, mechanical seals, auxiliary systems and replacement parts and related services;

• Industrial Product Division ("IPD") for pre-configured engineered pumps and pump systems and related products and 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 and our economies of scale in reducing administrative and overhead costs to serve customers more cost effectively. For example, our segment leadership reports to our Chief Operating Officer ("COO"), and the segments share 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, Edward, Anchor/Darling 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 build on our geographic breadth through our QRC network with the goal to be positioned as near to customers as possible for service and support in order to capture valuable aftermarket business. Along with ensuring that we have the local capability to sell, install and service our equipment in remote regions, it is equally imperative to continuously improve our global operations. We continue to expand our global supply chain capability to meet global customer demands and ensure the quality and timely delivery of our products. 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 ensure it can meet

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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.

We experienced improved bookings in 2013 as the chemical, oil and gas and general industries saw increased activity despite an environment of continued global macroeconomic uncertainty. The growth in the chemical industry was driven by Asia Pacific countries investing in their chemical processing capabilities and North America producers investing to utilize natural gas as a low-cost feedstock. We experienced a modest increase in bookings into Europe, as economic conditions in the region stabilized. In the power generation industry, we experienced a stable level of investment during 2013 due to low levels of economic growth and continued uncertainty related to environmental regulations.

In 2013, continued favorable conditions in our aftermarket business were driven by our customers' need to maintain continuing operations across several industries and the expansion of our aftermarket capabilities through our integrated solutions offerings. Our pursuit of major capital projects globally and our investments in localized customer service remain key components of our long-term growth strategy, and also provide stability during various economic periods. We believe that our commitment to localize service support capabilities close to our customers' operations through our QRC network has enabled us to grow our market share in the aftermarket portion of our business.

We believe that with our customer relationships, global presence and highly-regarded technical capabilities, we will continue to have opportunities in our core industries; however, we face ongoing challenges affecting many companies in our industry with a significant multinational presence, such as economic, political, currency and other risks.

Our Markets

The following discussion should be read in conjunction with the "Outlook for 2014" section included below in this MD&A.

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

Demand for most of our products depends on the level of new capital investment and planned and unplanned maintenance expenditures by our customers. The level of new capital investment depends, in turn, on capital infrastructure projects driven by the need for oil and gas, power generation and water management, as well as general economic conditions. These drivers are generally related to the phase of the business cycle in their respective industries and the expectations of future market behavior. The levels of maintenance expenditures are additionally driven by the reliability of equipment, planned and unplanned downtime for maintenance and the required capacity utilization of the process.

Sales to EPC firms and original equipment manufacturers are typically for large project orders and critical applications, as are certain sales to distributors. Project orders are typically procured for customers either directly from us or indirectly through contractors for new construction projects or facility enhancement projects.

The quick turnaround business, which we also refer to as "short-cycle," is defined as orders that are received from the customer (booked) and shipped generally within three months of receipt. These orders are typically for more standardized, general purpose products, parts or services. Each of our three business segments generate certain levels of this type of business.

In the sale of aftermarket products and services, we benefit from a large installed base of our original equipment, which requires periodic maintenance, repair and replacement parts. We use our manufacturing platform and global network of QRCs to offer a broad array of aftermarket equipment services, such as installation, advanced diagnostics, repair and retrofitting. In geographic regions where we are positioned to provide quick response, we believe customers have traditionally relied on us, rather than our competitors, for aftermarket products due to our highly engineered and customized products. However, the aftermarket for standard products is competitive, as the existence of common standards allows for easier replacement of the installed products. As proximity of service centers, timeliness of delivery and quality are important considerations for all aftermarket products and services, we continue to selectively expand our global QRC network to improve our ability to capture this important aftermarket business.

Oil and Gas

The oil and gas industry, which represented approximately 41% of our bookings in both 2013 and 2012, experienced an increased level of capital spending in 2013 compared to the previous year due to the need to continue building infrastructure to bring future capacity on line to meet future demand expectations. The majority of investment by the major oil companies continued to focus on upstream production activities; however, there were improved levels of spending in both mid-stream pipeline and downstream refining operations, particularly in the developing markets. Refining overcapacity remained a concern throughout

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the year in the mature regions, as overall demand for oil remained volatile throughout the year. Aftermarket opportunities in this industry improved throughout the year in spite of deferred North American refinery maintenance activity. Our integrated solutions offering helped to offset a reduction in service-related business, as many refineries performed this work with their own personnel.

The outlook for the oil and gas industry is heavily dependent on the demand growth from both mature markets and developing geographies. We believe oil and gas companies will continue with upstream and downstream investment plans that are in line with projections of future demand growth and the production declines of existing operations. A projected decline in demand could cause oil and gas companies to reduce their overall level of spending, which could decrease demand for our products and services. However, we believe the long-term fundamentals for this industry remain solid based on current supply, projected depletion rates of existing fields and forecasted long-term demand growth. 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 pursue the global opportunities in this industry.

Chemical

The chemical industry represented approximately 20% and 19% of our bookings in 2013 and 2012, respectively. Capital spending in the chemical industry increased in 2013 with the expansion of existing facilities and the approval of new projects around the world. The Middle East and Asia have seen significant growth in chemical projects as countries in those regions try to access the higher margins available downstream in the petrochemical markets. Additionally, North America has seen a revival in the chemical industry, where shale gas has changed the economics of production allowing for a lower cost abundant feedstock to drive high value chemical projects. The aftermarket opportunities improved for the majority of the year with indications that the improvements will continue into 2014.

Despite a strong year, the outlook for the chemical industry remains heavily dependent on global economic conditions. As global economies stabilize and unemployment conditions improve, a rise in consumer spending should follow. An increase in spending would drive greater demand for chemical-based products supporting improved levels of capital investment. We believe the chemical industry in the near-term will continue to invest in maintenance and upgrades for optimization of existing assets and that developing regions will continue investing 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 13% and 14% of our bookings in 2013 and 2012, respectively. In 2013, the power generation industry continued to experience some softness in capital spending in the mature regions driven by the uncertainty related to environmental regulations, as well as potential regulatory impacts to the overall civilian nuclear market. In the developing regions, capital investment remained in place driven by increased demand forecasts for electricity in countries such as China and India. Global concerns about the environment continue to support an increase in desired future capacity from renewable energy sources. The majority of the active and planned construction throughout 2013 continued to utilize designs based on fossil fuels. Natural gas increased its percentage of utilization driven by market prices for gas remaining low and relatively stable. With the potential of unconventional sources of gas, such as shale gas, the power generation industry is forecasting an increased use of this form of fuel for power generation plants.

We believe the outlook for the power generation industry remains favorable. Current legislative efforts to limit the emissions of carbon dioxide may have an adverse effect on investment plans depending on the potential requirements imposed and the timing of compliance by country. However, we believe that proposed methods of limiting carbon dioxide emissions offer business opportunities for our products and services. 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, advancements of industrialization and growth of urbanization in developing markets. 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 4% our bookings in both 2013 and 2012. Although the water management industry displayed weakness in spending levels in 2013 as projects continued to be delayed, worldwide demand for fresh water and water treatment continues to create requirements for new facilities or for upgrades of existing systems, many of which require products that we offer, particularly pumps. 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.

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General Industries

General industries represented, in the aggregate, approximately 22% of our bookings in both 2013 and 2012. General industries comprises a variety of different businesses, including mining and ore processing, pharmaceuticals, pulp and paper, food and beverage and other smaller applications, none of which individually represented more than 5% of total bookings in 2013 and 2012. General industries also includes sales to distributors, whose end customers operate in the industries we primarily serve.

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.

OUR RESULTS OF OPERATIONS

Throughout this discussion of our results of operations, we discuss the impact of fluctuations in foreign currency exchange rates. We have calculated currency effects by translating current year results on a monthly basis at prior year exchange rates for the same periods.

Effective December 10, 2013, we acquired for inclusion in Industrial Product Division ("IPD"), Innovative Mag-Drive, LLC ("Innomag"), a privately-owned, United States ("U.S.") based company specializing in advanced sealless magnetic drive centrifugal pumps in the chemical and general industries. Effective March 28, 2013, we and our joint venture partner agreed to exit our joint venture, Audco India, Limited (“AIL”), which manufactures integrated industrial valves in India. To effect the exit Flow Control Division ("FCD") acquired 100% ownership of AIL's plug valve manufacturing business in an asset purchase and sold its 50% equity interest in AIL to the joint venture partner. Effective October 28, 2011 weacquired for inclusion in EPD, Lawrence Pumps, Inc. ("LPI"), a privately-owned, U.S.-based company specializing in the design, development and manufacture of engineered centrifugal slurry pumps for critical services within the petroleum refining, petrochemical, pulp and paper and energy markets. The results of operations of Innomag, AIL and LPI have been consolidated since the applicable acquisition dates. No pro forma information has been provided for these acquisitions due to immateriality. Note 2 to our consolidated financial statements included in Item 8. "Financial Statements and Supplementary Data" ("Item 8") of this Annual Report discusses the details of these acquisitions and the exit of the joint venture.

In the fourth quarter of 2013, we initiated a realignment program that is discussed in Note 20 to our consolidated financial statements included in Item 8 of this Annual Report. We currently expect total realignment program charges to be $15.8 million for approved plans, of which $10.7 million has been incurred through December 31, 2013. Upon completion of our realignment program, we expect annual run rate savings of approximately $10 million. Actual savings realized could vary from expected savings, which represent management's best estimate to date.

The following discussion should be read in conjunction with the “Outlook for 2014” section included in this MD&A.

Bookings and Backlog

	2013		2012		2011
	(Amounts in millions)
Bookings	$	4,881.4	$	4,713.5	$	4,661.9
Backlog (at period end)	2,556.9		2,648.9		2,690.1

We define a booking as the receipt of a customer order that contractually engages us to perform activities on behalf of our customer in regards 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 bookings. Bookings in 2013 increased by $167.9 million, or 3.6%, as compared with 2012. The increase included negative currency effects of approximately $30 million. The increase was primarily driven by the oil and gas, chemical and general industries. The increase was more heavily weighted toward original equipment bookings.

Bookings in 2012 increased by $51.6 million, or 1.1%, as compared with 2011. The increase included negative currency effects of approximately $204 million. The increase was primarily driven by the oil and gas and chemical industries, partially offset by declines in the power generation industry. The increase was more heavily weighted toward aftermarket bookings. The increase included the 2012 impact of IPD orders in excess of $90 million to supply offshore oil and gas platform equipment over the next five years and an order in 2011 in excess of $80 million to supply a variety of pumps for a refinery that did not recur in 2012.

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Backlog represents the aggregate value of booked but uncompleted customer orders and is influenced primarily by bookings, sales, cancellations and currency effects. Backlog of $2.6 billion at December 31, 2013 decreased by $92.0 million, or 3.5%, as compared with December 31, 2012. Currency effects provided a decrease of approximately $8 million (currency effects on backlog are calculated using the change in period end exchange rates). Approximately 24% of backlog at December 31, 2013 and 2012 was related to aftermarket orders. Backlog of $2.6 billion at December 31, 2012 decreased by $41.2 million, or 1.5%, as compared with December 31, 2011. Currency effects provided an increase of approximately $22 million.

Sales

	2013		2012		2011
	(Amounts in millions)
Sales	$	4,954.6	$	4,751.3	$	4,510.2

Sales in 2013 increased by $203.3 million, or 4.3%, as compared with 2012. The increase included negative currency effects of approximately $33 million. The increase was primarily due to increased original equipment sales and was driven by increased sales into North America, Asia Pacific, Latin America and Africa, and were partially offset by a decrease into the Middle East.

Sales in 2012 increased by $241.1 million, or 5.3%, as compared with 2011. The increase included negative currency effects of approximately $204 million. The increase was more heavily weighted toward original equipment sales and was driven by customer sales into North America, Asia Pacific and the Middle East, partially offset by a decrease in customer sales into Europe.

Sales to international customers, including export sales from the U.S., were approximately 71% of sales in both 2013 and 2012, and 73% in 2011. Sales to Europe, the Middle East and Africa ("EMA") were approximately 35%, 37% and 39% of total sales in 2013, 2012 and 2011, respectively. Sales to Asia Pacific were approximately 20% of total sales in both 2013 and 2012 and 19% of total sales in 2011. Sales to Latin America were approximately 11% in 2013 and 10% in both 2012 and 2011.

Gross Profit and Gross Profit Margin

	2013			2012			2011
	(Amounts in millions, except percentages)
Gross profit	$	1,688.1		$	1,581.0		$	1,513.6
Gross profit margin	34.1		%	33.3		%	33.6		%

Gross profit in 2013 increased by $107.1 million, or 6.8%, as compared with 2012. Gross profit margin in 2013 of 34.1% increased from 33.3% in 2012. The increase was primarily attributable to our execution of operational improvements and disciplined selectivity of customer bookings. Aftermarket sales decreased to approximately 40% of total sales, as compared with approximately 41% of total sales for the same period in 2012.

Gross profit in 2012 increased by $67.4 million, or 4.5%, as compared with 2011. Gross profit margin in 2012 of 33.3% decreased from 33.6% in 2011. The decrease was primarily attributed to the larger effect on revenue of certain large, lower margin projects that shipped from backlog as compared with the same period in 2011, partially offset by the effects of operational execution improvements. Aftermarket sales of approximately 41% of total sales were consistent with the same period in 2011.

Selling, General and Administrative Expense ("SG&A")

	2013			2012			2011
	(Amounts in millions, except percentages)
SG&A	$	966.8		$	922.1		$	914.1
SG&A as a percentage of sales	19.5		%	19.4		%	20.3		%

SG&A in 2013 increased by $44.7 million, or 4.8%, as compared with 2012. Currency effects yielded a decrease of approximately $5 million. The increase was primarily attributable to the 2012 gains noted below that did not recur in 2013, increased selling-related expenses to support higher sales, and to a lesser extent, charges associated with the 2013 realignment program. SG&A as a percentage of sales for the twelve months ended December 31, 2013 increased 10 basis points as compared with the same period in 2012. A $10.4 million gain from the sale of our manufacturing facility in Brazil and a gain from certain legal matters, both in 2012, and neither of which recurred in 2013, were substantially offset by the favorable impact of improved SG&A leverage and continued focus on cost containment in 2013.

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SG&A in 2012 increased by $8.0 million, or 0.9%, as compared with 2011. The increase included currency effects that yielded an decrease of approximately $28 million. Selling-related expenses and broad-based annual incentive compensation expenses primarily contributed to the increase. These increases were partially offset by a $10.4 million gain in EPD during the first quarter of 2012 from the sale of our manufacturing facility in Rio de Janeiro, Brazil, in preparation for opening a new manufacturing facility in 2013. SG&A as a percentage of sales in 2012 improved 90 basis points as compared with 2011, due in part to a continued focus on cost management.

Net Earnings from Affiliates

	2013		2012		2011
	(Amounts in millions)
Net earnings from affiliates	$	39.0	$	17.0	$	19.1

Net earnings from affiliates represents our net income from investments in seven joint ventures (one located in each of Japan, Saudi Arabia, South Korea, the United Arab Emirates, and India and two in China) that are accounted for using the equity method of accounting. Net earnings from affiliates increased primarily as a result of the AIL transactions, which resulted in total pre-tax gains of $28.3 million recorded in net earnings from affiliates in 2013. Net earnings from affiliates in 2012 decreased by $2.1 million, or 11.0%, as compared with 2011, primarily due to decreased earnings of our FCD joint venture in India.

Operating Income

	2013			2012			2011
	(Amounts in millions, except percentages)
Operating income	$	760.3		$	675.8		$	618.7
Operating income as a percentage of sales	15.3		%	14.2		%	13.7		%

Operating income in 2013 increased by $84.5 million, or 12.5%, as compared with 2012. The increase included negative currency effects of approximately $12 million. The increase was primarily a result of the $107.1 million increase in gross profit and $28.3 million in gains from our transactions concerning the AIL joint venture discussed above, partially offset by the $44.7 million increase in SG&A discussed above. The improvement in operating income as a percentage of sales was primarily due to the improvement in gross profit margin.

Operating income in 2012 increased by $57.1 million, or 9.2%, as compared with 2011. The increase included negative currency effects of approximately $36 million. The overall net increase was primarily a result of the $67.4 million increase in gross profit. The improvement in operating income as a percentage of sales was primarily due to SG&A as a percentage of sales decreasing to 19.4% from 20.3% for the same period in 2011, partially offset by the slight decrease in gross profit margin.

Interest Expense and Interest Income

	2013			2012			2011
	(Amounts in millions)
Interest expense	$	(54.4	)	$	(43.5	)	$	(36.2	)
Interest income	1.4			1.0			1.6

Interest expense in 2013 increased by $10.9 million as compared with 2012. The increase was primarily attributable to interest expense associated with the senior notes issued in the third quarter of 2012 and the fourth quarter of 2013, and our increased short-term borrowings as compared to 2012. See Note 10 to our consolidated financial statements included in Item 8 of this Annual Report for definition and discussion of our various credit resources. Interest expense in 2012 increased by $7.3 million as compared with 2011 primarily attributable to interest expense associated with increased borrowings under our Bridge Loan and senior notes and $1.3 million in unamortized deferred loan costs related to our Prior Credit Agreement that were expensed in the third quarter of 2012. At December 31, 2013, approximately 38% of our debt was at fixed rates, including the effects of $140.0 million of notional interest rate swaps.

Interest income in 2013 increased by $0.4 million as compared with 2012. The increase was primarily attributable to higher average cash balances in 2013 as compared with 2012. Interest income in 2012 decreased by $0.6 million compared to 2011. The decrease was primarily attributable to lower average cash balances in 2012 as compared with 2011.

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Other (Expense) Income, net

	2013			2012			2011
	(Amounts in millions)
Other (expense) income, net	$	(14.3	)	$	(21.6	)	$	3.7

Other (expense) income, net in 2013 decreased $7.3 million as compared with 2012. The decrease was primarily due to a $6.0 million decrease in losses arising from transactions in currencies other than our sites’ functional currencies primarily due to the foreign currency exchange rate movements of the Euro, Argentinian peso, and Mexican peso in relation to the U.S. dollar.

Other (expense) income, net in 2012 decreased $25.3 million to other expense, net of $21.6 million, as compared with other income, net of $3.7 million in 2011. The decrease was primarily due to a $21.6 million increase in losses arising from transactions in currencies other than our sites’ functional currencies, as well as a $3.4 million increase in losses on foreign exchange contracts. The decrease was primarily due to foreign currency exchange rate movements of the Euro and Mexican peso in relation to the U.S. dollar.

Tax Expense and Tax Rate

	2013			2012			2011
	(Amounts in millions, except percentages)
Provision for income taxes	$	204.7		$	160.8		$	158.5
Effective tax rate	29.5		%	26.3		%	27.0		%

The 2013, 2012 and 2011 effective tax rates differed from the federal statutory rate of 35% primarily due to the net impact of foreign operations, which included the impacts of lower foreign tax rates and changes in our reserves established for uncertain tax positions.

On May 17, 2006, the Tax Increase Prevention and Reconciliation Act of 2005 was signed into law, creating an exclusion from U.S. taxable income for certain types of foreign related party payments of dividends, interest, rents and royalties that, prior to 2006, had been subject to U.S. taxation. This exclusion is effective for the years 2006 through 2013, and applies to certain of our related party payments.

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, 2013, we have foreign tax credits of $27.9 million, expiring in 2020 through 2023 against which we recorded a valuation allowance of $0.8 million. Additionally, we have recorded other net deferred tax assets of $27.3 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

	2013		2012		2011
	(Amounts in millions, except per share amounts)
Net earnings attributable to Flowserve Corporation	$	485.5	$	448.3	$	428.6
Net earnings per share — diluted	$	3.41	$	2.84	$	2.55
Average diluted shares	142.4		158.0		168.3

Net earnings in 2013 increased by $37.2 million to $485.5 million, or to $3.41 per diluted share, as compared with 2012. The increase was primarily attributable to an $84.5 million increase in operating income and a $7.3 million decrease in other expense, partially offset by a $10.9 million increase in interest expense and a $43.9 million increase in tax expense.

Net earnings in 2012 increased by $19.7 million to $448.3 million, or to $2.84 per diluted share, as compared with 2011. The increase was primarily attributable to a $57.1 million increase in operating income, partially offset by a $25.3 million decrease in other income, a $7.3 million increase in interest expense and a $2.3 million increase in tax expense.

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Other Comprehensive Income (Loss)

	2013		2012			2011
	(Amounts in millions)
Other comprehensive income (loss)	$	2.8	$	(8.3	)	$	(65.6	)

Other comprehensive income (loss) in 2013 increased by $11.1 million. The increase was primarily due to pension and other postretirement benefits activity, partially offset by foreign currency translation impact resulting from the weakening of the Argentinian peso, Mexican peso, Indian rupee, Canadian dollar and Australian dollar at December 31, 2013 as compared with December 31, 2012.

Other comprehensive loss in 2012 decreased by $57.3 million, primarily reflecting the foreign currency translation impact resulting from the strengthening of the Euro, Mexican peso and Indian rupee at December 31, 2012 as compared with December 31, 2011.

Business Segments

We conduct our operations through three 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 17 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 three business segments, EPD, IPD and FCD, are discussed below.

Engineered Product Division Segment Results

Our largest business segment is EPD, through which we design, manufacture, distribute and service custom and other highly-engineered pumps and pump systems, mechanical seals and auxiliary systems (collectively referred to as "original equipment"). EPD includes longer lead time, highly-engineered pump products, and shorter cycle engineered pumps and mechanical seals that are generally manufactured within shorter lead times. EPD also manufactures replacement parts and related equipment and provides a full array of replacement parts, repair and support services (collectively referred to as "aftermarket"). EPD primarily operates in the oil and gas, power generation, chemical, water management and general industries. EPD operates in 42 countries with 29 manufacturing facilities worldwide, nine of which are located in Europe, 11 in North America, four in Asia and five in Latin America, and it has 127 QRCs, including those co-located in manufacturing facilities and/or shared with FCD.

	EPD
	2013			2012			2011 (1)
	(Amounts in millions, except percentages)
Bookings	$	2,474.1		$	2,373.1		$	2,333.5
Sales	2,537.1			2,403.1			2,321.4
Gross profit	861.3			811.2			803.4
Gross profit margin	33.9		%	33.8		%	34.6		%
Segment operating income	423.3			396.1			395.2
Segment operating income as a percentage of sales	16.7		%	16.5		%	17.0		%
Backlog (at period end)	1,311.4			1,400.3			1,441.6

_______________________________________

(1) Includes the post-acquisition operating results of LPI, which was acquired in October 2011.

Bookings in 2013 increased by $101.0 million, or 4.3%, as compared with 2012. The increase included negative currency effects of approximately $39 million. The increase in customer bookings was primarily driven by the oil and gas, general and chemical industries, partially offset by the water management industry. Customer bookings increased $55.7 million into Asia Pacific, $17.3 million into Latin America, $9.0 million into the Middle East and $7.8 million into North America and was primarily driven by customer original equipment bookings. Of the $2.5 billion of bookings in 2013, approximately 50% were from oil and gas, 17% from general industries, 16% from power generation, 16% from chemical and 1% from water management. Interdivision bookings (which are eliminated and are not included in consolidated bookings as disclosed above) increased $2.9 million.

Bookings in 2012 increased by $39.6 million, or 1.7%, as compared with 2011. The increase included negative currency effects of approximately $105 million. The increase in customer bookings was primarily driven by the chemical, oil and gas and general industries, partially offset by the power generation industry. Customer bookings increases of $80.1 million into North

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America, $53.0 million into Asia Pacific and $47.1 million into Europe were partially offset by a decrease of $129.8 million into the Middle East. The overall net increase was driven by aftermarket bookings. The increase included the impact of an order in the first quarter of 2011 in excess of $80 million to supply a variety of pumps for a refinery in the Middle East that did not recur in 2012. Of the $2.4 billion of bookings in 2012, approximately 51% were from oil and gas, 17% from power generation, 15% from chemical, 2% from water management and 15% from general industries. The trend toward globalization is continuing to drive spending in the chemical, oil and gas and general industries in 2012. The North American pipeline business and the global fertilizer market strengthened compared to last year. Interdivision bookings (which are eliminated and are not included in consolidated bookings as disclosed above) decreased $11.2 million.

Sales in 2013 increased $134.0 million, or 5.6%, as compared with 2012. The increase included negative currency effects of approximately $43 million. The increase was primarily driven by increased original equipment sales, primarily resulting from increased customer sales of $88.7 million into Asia Pacific, $43.8 million into North America, $36.1 million into Africa, $36.2 million into Latin America and $12.9 million into Europe, partially offset by decreased sales of $79.7 million into the Middle East. Interdivision sales (which are eliminated and are not included in consolidated sales as disclosed above) decreased $1.3 million.

Sales in 2012 increased $81.7 million, or 3.5%, as compared with 2011. The increase included negative currency effects of approximately $106 million. The increase was more heavily weighted towards aftermarket sales, primarily resulting from customer sales increases of $75.0 million into North America, $52.9 million into the Middle East and $21.1 million into Asia Pacific, partially offset by sales decreases of $28.6 million into Europe and $21.6 million into Latin America. Interdivision sales (which are eliminated and are not included in consolidated sales as disclosed above) decreased $17.4 million.

Gross profit in 2013 increased by $50.1 million, or 6.2%, as compared with 2012. Gross profit margin in 2013 of 33.9% was comparable with 2012. Lower costs associated with our execution of operational improvements and to a lesser extent, fewer lower margin projects that shipped from backlog, substantially offset by a sales mix shift to lower margin original equipment sales.

Gross profit in 2012 increased by $7.8 million, or 1.0%, as compared with 2011. Gross profit margin in 2012 of 33.8% decreased from 34.6% in 2011. The decrease was primarily attributed to a larger effect on revenue of certain large, lower margin projects that shipped from backlog, as compared with the same period in 2011, partially offset by the effects of operational execution improvements and a sales mix shift towards higher margin aftermarket sales.

Operating income in 2013 increased by $27.2 million, or 6.9%, as compared with 2012. The increase included negative currency effects of approximately $8 million. The increase was due primarily to the gross profit increase of $50.1 million, partially offset by increased SG&A of $19.1 million (including a decrease due to currency effects of approximately $6 million). The increase in SG&A was due in part to increased bad debt expense related to certain customers and included a $10.4 million gain from the sale of our manufacturing facility in Rio de Janeiro, Brazil, in 2012 that did not recur in 2013.

Operating income in 2012 increased by $0.9 million, or 0.2%, as compared with 2011. The increase included negative currency effects of approximately $20 million. The increase was due primarily to the gross profit increase of $7.8 million, partially offset by increased SG&A of $7.4 million (including a decrease due to currency effects of approximately $13 million). The increase in SG&A included a $10.4 million gain from the sale of our manufacturing facility in Rio de Janeiro, Brazil, for the opening a new manufacturing facility there in 2013, offset by increased SG&A costs associated with LPI, increased broad-based annual incentive compensation and increased selling-related expenses.

Backlog of $1.3 billion at December 31, 2013 decreased by $88.9 million, or 6.3%, as compared with December 31, 2012. Currency effects provided a decrease of approximately $19 million. Backlog at December 31, 2013 included $21.6 million of interdivision backlog (which is eliminated and not included in consolidated backlog as disclosed above). Backlog of $1.4 billion at December 31, 2012 decreased by $41.3 million, or 2.9%, as compared to December 31, 2011. Currency effects provided an increase of approximately $11 million. Backlog at December 31, 2012 included $21.4 million of interdivision backlog (which is eliminated and not included in consolidated backlog as disclosed above).

Industrial Product Division Segment Results

Through IPD we design, manufacture, distribute and service engineered, pre-configured industrial pumps and pump systems, including submersible motors and specialty products, collectively referred to as "original equipment." Additionally, IPD manufactures replacement parts and related equipment, and provides a full array of support services, collectively referred to as "aftermarket". IPD primarily operates in the oil and gas, chemical, water management, power generation and general industries. IPD operates 13 manufacturing facilities, four of which are located in the U.S and six in Europe, and it operates 19 QRCs worldwide, including nine sites in Europe and four in the U.S., including those co-located in manufacturing facilities.

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	IPD
	2013 (1)			2012			2011
	(Amounts in millions, except percentages)
Bookings	$	889.1		$	964.3		$	905.4
Sales	950.2			953.9			878.2
Gross profit	245.3			230.3			197.5
Gross profit margin	25.8		%	24.1		%	22.5		%
Segment operating income	115.7			99.5			62.9
Segment operating income as a percentage of sales	12.2		%	10.4		%	7.2		%
Backlog (at period end)	530.1			593.0			567.8

_______________________________________

(1) Includes the post-acquisition operating results of Innomag, which was acquired in December 2013.

Bookings in 2013 decreased by $75.2 million, or 7.8%, as compared with 2012. This decrease included currency benefits of approximately $4 million. The decrease included the impact of orders in 2012 in excess of $90 million to supply offshore oil and gas platform equipment primarily to an end customer in Latin America. The nonrecurrence of large orders of similar size in 2013 resulted in decreased customer bookings in the oil and gas and general industries, partially offset by an increase in the power generation industry. Customer bookings decreases of $83.4 million into Latin America and $5.1 million into Africa were partially offset by increases of $8.7 million into Europe and $5.6 million into North America. The decrease was driven by customer original equipment bookings. Interdivision bookings (which are eliminated and are not included in consolidated bookings as disclosed above) decreased $5.9 million. Of the $889.1 million of bookings in 2013, approximately 31% were from oil and gas, 29% from general industries, 18% from water management, 14% from chemical and 8% from power generation.

Bookings in 2012 increased by $58.9 million, or 6.5%, as compared with 2011. The increase included negative currency effects of approximately $35 million. The increase was primarily driven by increased customer bookings in the oil and gas and chemical industries, partially offset by the power industry. The increase included the impact of 2012 orders in excess of $90 million to supply offshore oil and gas platform equipment over the next five years primarily to an end customer in Latin America. Customer bookings increases of $105.2 million into Latin America and $32.7 million into North America were partially offset by a decrease of $37.7 million into Europe and $22.8 million into Asia Pacific. The increase was more heavily weighted toward customer original equipment bookings. Interdivision bookings (which are eliminated and are not included in consolidated bookings as disclosed above) decreased $24.7 million. Of the $964.3 million of bookings in 2012, approximately 35% were from oil and gas, 16% from water management, 13% from chemical, 5% from power generation and 31% from general industries. In 2012, opportunities in the chemical industry were driven by inexpensive natural gas in North America and demand for product diversification in the Middle East. Additionally, stable pricing in 2012 promoted investment in both conventional and unconventional oil.

Sales in 2013 decreased by $3.7 million, or 0.4%, as compared with 2012. The decrease included currency benefits of approximately $5 million. The decrease was driven by interdivision sales (which are eliminated and are not included in consolidated sales as disclosed above), which decreased $13.2 million and were partially offset by an increase in customer sales driven by original equipment sales. Increased customer sales of $31.7 million into Latin America and $13.8 million into Africa were partially offset by decreased sales of $22.5 million into the Middle East, $11.2 million into Europe and $6.0 million into Asia Pacific.

Sales in 2012 increased by $75.7 million, or 8.6%, as compared with 2011. The increase included negative currency effects of approximately $31 million. The increase in customer sales was primarily driven by original equipment sales. Customer sales increases of $35.9 million into North America, $15.2 million into the Middle East, $14.3 million into Asia Pacific and $12.1 million into Latin America were partially offset by decreased sales of $22.7 million into Europe. Interdivision sales (which are eliminated and are not included in consolidated sales as disclosed above) increased $14.6 million.

Gross profit in 2013 increased by $15.0 million, or 6.5%, as compared with 2012. Gross profit margin in 2013 of 25.8% increased from 24.1% in 2012. The increase was primarily attributable to lower manufacturing costs resulting from our execution of operational improvements.

Gross profit in 2012 increased by $32.8 million, or 16.6%, as compared with 2011. Gross profit margin in 2012 of 24.1% increased from 22.5% in 2011. The increase was primarily attributable to $7.1 million of IPD recovery plan realignment charges incurred in 2011 that did not recur in 2012, lower costs resulting from operational improvements and continued realization of realignment savings, partially offset by a sales mix shift to lower margin original equipment sales.

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Operating income for 2013 increased by $16.2 million, or 16.3%, as compared with 2012. The increase included currency benefits of approximately $1 million. The increase was due to the $15.0 million increase in gross profit and a $1.2 million decrease in SG&A.

Operating income for 2012 increased by $36.6 million, or 58.2%, as compared with 2011. The increase included negative currency effects of approximately $4 million. The increase was due to the $32.8 million increase in gross profit discussed above and a $3.8 million decrease in SG&A.

Backlog of $530.1 million at December 31, 2013 decreased by $62.9 million, or 10.6%, as compared with December 31, 2012. Currency effects provided an increase of approximately $10 million. Backlog at December 31, 2013 included $30.0 million of interdivision backlog (which is eliminated and not included in consolidated backlog as disclosed above). Backlog of $593.0 million at December 31, 2012 increased by $25.2 million, or 4.4%, as compared to December 31, 2011. Currency effects provided an increase of approximately $13 million. Backlog at December 31, 2012 included $40.7 million of interdivision backlog (which is eliminated and not included in consolidated backlog as disclosed above).

Flow Control Division Segment Results

Our second largest business segment is FCD, which designs, manufactures and distributes a broad portfolio of engineered-to-order and configured-to-order isolation valves, control valves, valve automation products, boiler controls and related services. FCD leverages its experience and application know-how by offering a complete menu of engineered services to complement its expansive product portfolio. FCD has a total of 60 manufacturing facilities and QRCs in 25 countries around the world, with five of its 27 manufacturing operations located in the U.S., 14 located in Europe and seven located in Asia Pacific. Based on independent industry sources, we believe that FCD is the fourth largest industrial valve supplier on a global basis.

	FCD
	2013			2012			2011
	(Amounts in millions, except percentages)
Bookings	$	1,661.9		$	1,526.8		$	1,603.0
Sales	1,615.7			1,557.1			1,473.3
Gross profit	579.2			541.4			511.5
Gross profit margin	35.8		%	34.8		%	34.7		%
Segment operating income	308.0			253.4			233.3
Segment operating income as a percentage of sales	19.1		%	16.3		%	15.8		%
Backlog (at period end)	769.6			723.9			759.9

_______________________________________

Bookings in 2013 increased $135.1 million, or 8.8%, as compared with 2012. The increase included currency benefits of approximately $5 million. The increase in customer bookings was primarily attributable to the oil and gas, general and chemical industries, partially offset by a decrease in the power generation industry. Increased customer bookings of $60.1 million into North America, $47.3 million into Latin America, $35.2 million into Europe and $9.6 million in to Asia Pacific were partially offset by a decrease of $16.6 million into the Middle East. The increase was primarily driven by increased customer original equipment bookings. Of the $1.7 billion of bookings in 2013, approximately 32% were from oil and gas, 27% from chemical, 26% from general industries, 13% from power generation and 2% from water management.

Bookings in 2012 decreased $76.2 million, or 4.8%, as compared with 2011. The decrease included negative currency effects of approximately $63 million. The decrease in customer bookings was primarily attributable to customer project delays in the oil and gas industry and fewer pulp and paper projects in general industries. Customer bookings decreases of $68.6 million into Europe and $21.9 million into Latin America were partially offset by an increase of $13.6 million into the Middle East. The decrease was more heavily weighted toward original equipment bookings. Of the $1.5 billion of bookings in 2012, approximately 29% were from oil and gas, 29% from chemical, 27% from general industries, 14% from power generation and 1% from water management.

Sales in 2013 increased $58.6 million, or 3.8%, as compared with 2012. The increase included currency benefits of approximately $6 million. The increase was primarily driven by customer original equipment sales and growth in the oil and gas and power generation industries. Increased sales of $45.9 million into North America, $16.6 million into Europe and $9.6 million into the Middle East were partially offset by a decrease of $14.7 million into Asia Pacific.

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Sales in 2012 increased $83.8 million, or 5.7%, as compared with 2011. The increase included negative currency effects of approximately $67 million. The increase was primarily driven by customer original equipment sales in the oil and gas and chemical industries. Sales increases of $77.8 million into Asia Pacific and $47.5 million into North America were partially offset by a decrease of $42.4 million into Europe.

Gross profit in 2013 increased by $37.8 million, or 7.0% as compared with 2012. Gross profit margin as of December 31, 2013 of 35.8% increased from 34.8% for the same period in 2012. The increase was attributable to a more favorable sales mix between original equipment and aftermarket, a shift in product line mix and continued traction of low cost sourcing and cost control initiatives.

Gross profit in 2012 increased by $29.9 million, or 5.8% as compared with 2011. Gross profit margin in 2012 of 34.8% was comparable to the same period in 2011.

Operating income in 2013 increased by $54.6 million, or 21.5%, as compared with 2012. The increase included negative currency effects of approximately $5 million. The increase was primarily attributable to the $28.3 million in pre-tax gains realized from transactions concerning the AIL joint venture, as discussed in Note 2 to our consolidated financial statements included in this Annual Report, and the $37.8 million increase in gross profit, partially offset by a $9.0 million increase in SG&A primarily driven by increased selling and research and development costs.

Operating income in 2012 increased by $20.1 million, or 8.6%, as compared with 2011. The increase included negative currency effects of approximately $12 million. The increase was principally attributable to the $29.9 million increase in gross profit noted above, partially offset by a $7.2 million increase in SG&A (including a decrease due to currency effects of approximately $11 million). Increased SG&A was primarily attributable to increased selling and research and development costs.

Backlog of $769.6 million at December 31, 2013 increased by $45.7 million, or 6.3%, as compared with December 31, 2012. Currency effects provided an increase of approximately $1 million. Backlog of $723.9 million at December 31, 2012 decreased by $36.0 million, or 4.7%, as compared to December 31, 2011. Currency effects provided a decrease of approximately $3 million.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow Analysis

	2013			2012			2011
	(Amounts in millions)
Net cash flows provided by operating activities	$	487.8		$	517.1		$	218.2
Net cash flows used by investing activities	(168.0		)	(126.4		)	(194.2		)
Net cash flows used by financing activities	(255.8		)	(428.9		)	(239.0		)

Existing cash, cash generated by operations and borrowings available under our existing revolving 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, 2013 was $363.8  million, compared with $304.3 million at December 31, 2012 and $337.4 million at December 31, 2011.

Our cash provided by operating activities was $487.8 million, $517.1 million and $218.2 million in 2013, 2012 and 2011, respectively, which provided cash to support short-term working capital needs. Working capital increased in 2013 due primarily to higher accounts receivable of $53.8 million. During 2013, we contributed $46.9 million to our defined benefit pension plans. Working capital increased in 2012 due primarily to higher inventory of $72.7 million and higher accounts receivable of $35.1 million. During 2012, we contributed $28.1 million to our defined benefit pension plans.

Increases in accounts receivable used $53.8 million of cash flow in 2013, as compared with $35.1 million in 2012 and $243.1 million in 2011. The use of cash for accounts receivable in 2013 was directly related to the overall increase in sales, and increased aging and slower collection of certain receivables in Latin America, as compared with 2012. The use of cash for accounts receivable in 2012 was primarily attributable to delays in the collection of accounts receivable due to slower than anticipated payments from certain customers. The use of cash for accounts receivable in 2011 was primarily attributable to delays in the collection of accounts receivable due to slower than anticipated payments from certain customers, relatively strong sales in December 2011, in part due to the completion of certain previously past due projects, and contractually longer payment terms in 2011. For the fourth quarter of 2013, 2012 and 2011, our days' sales outstanding ("DSO") was 75 days. For reference purposes based on 2013 sales, a DSO

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improvement of one day could provide approximately $15 million in cash. We have not experienced a significant increase in customer payment defaults in 2013.

Decreases in inventory provided $28.6 million of cash flow in 2013 compared with uses of $72.7 million in 2012 and $139.8 million in 2011. The cash provided from inventory in 2013 was primarily due a reduction of delayed shipments and an increase in progress billings on large orders at December 31, 2013. The use of cash for inventory in 2012 was primarily due to a decrease in progress billings on large orders at December 31, 2012 and higher raw material inventory needed to support an increased level of bookings. The use of cash for inventory in 2011 was primarily due to shipment delays and growth of short cycle orders during 2011, requiring higher raw material and work in process inventory to support end of period backlog. Inventory turns were 3.5 times at December 31, 2013, compared with 3.2 and 3.4 times for the same period in 2012 and 2011, respectively. Our calculation of inventory turns does not reflect the impact of advanced cash received from our customers. For reference purposes based on 2013 data, an improvement of one-tenth of a turn could yield approximately $24 million in cash.

Cash flows used by investing activities were $168.0 million, $126.4 million and $194.2 million in 2013, 2012 and 2011, respectively, due primarily to capital expenditures and cash paid for acquisitions, partially offset by cash received from the Audco India, Limited ("AIL") transaction discussed in Note 2 to our consolidated financial statements included in Item 8 of this Annual Report. Capital expenditures were $139.1 million, $135.5 million and $108.0 million in 2013, 2012 and 2011, respectively. In 2013, our capital expenditures were focused on strategic initiatives to pursue new markets, geographic and capacity expansion, information technology infrastructure and cost reduction opportunities. Cash paid for acquisitions during 2013 was $76.8 million as compared with $4.0 million in 2012 and $90.5 million in 2011. Additionally, in 2013 we sold our 50% equity interest in AIL to the joint venture partner for $46.2 million in cash.

Cash flows used by financing activities were $255.8 million in 2013 compared with $428.9 million in 2012 and $239.0 million in 2011. Cash outflows during 2013 resulted primarily from the repurchase of $458.3 million of our common stock and $76.9 million of dividend payments, partially offset by $298.6 million in net proceeds from the issuance of senior notes. Cash outflows during 2012 resulted primarily from the repurchase of $771.9 million of our common stock, $80.0 million in net payments on long-term debt and $73.8 million of dividend payments, partially offset by $498.1 million in net proceeds from the issuance of senior notes.

On May 31, 2012, we announced that our Board of Directors endorsed a capital structure strategy designed to make our financial structure more efficient. This capital structure strategy includes: (i) targeting a long-term gross leverage ratio of 1.0x-2.0x total debt to EBITDA through the business cycle; and (ii) an expanded share repurchase program of $1.0 billion, which has subsequently been completed. We have maintained our previously-announced policy of annually returning 40% to 50% of running two-year average net earnings to shareholders following attainment of the announced target leverage ratio. On February 19, 2013, our Board of Directors approved a $750.0 million share repurchase authorization, which included approximately$193 million of remaining capacity under the previous $1.0 billion share repurchase authorization. As of December 31, 2013, we had $384.4 million of remaining capacity under our current share repurchase program. While we intend to adhere to this policy for the foreseeable future, any future returns of cash through dividends and/or share repurchases, will be reviewed individually, declared by our Board of Directors and implemented by management at its discretion, depending on our financial condition, business opportunities and market conditions at such time.

As a part of our continuing effort to execute our capital structure strategy, in the fourth quarter of 2013 we amended our existing credit agreement that provided an initial $400.0 million term loan (“Term Loan Facility”) and a revolving credit facility (“Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Credit Facility”). The significant amendments extended the maturity of our Senior Credit Facility by one year to October 4, 2018, increased the Revolving Credit Facility from $850.0 million to $1.0 billion and removed the $300.0 million sublimit for the issuance of performance letters of credit. The Revolving Credit Facility retained its $30.0 million sublimit for swing line loans and all other significant existing terms under the credit agreement remained unchanged. This new agreement provides additional debt capacity to enhance our operating flexibility. Additionally, on November 1, 2013, we issued $300.0 million in aggregate principal amount of senior notes, which bear an annual stated interest rate of 4.00% (see Note 10 to our consolidated financial statements included in Item 8 of this Annual Report).

Our cash needs for the next 12 months are expected to be less than those of 2013, resulting from a decreased level of anticipated share repurchases and improvements in working capital management, partially offset by increased cash dividends. We believe cash flows from operating activities, combined with availability under our Revolving 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 decrease in the rate of general global economic growth, 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.

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Payments for Acquisitions

We regularly evaluate acquisition opportunities of various sizes. The cost and terms of any financing to be raised in conjunction with any acquisition, including our ability to raise economical capital, is a critical consideration in any such evaluation.

Note 2 to our consolidated financial statements included in Item 8 of this this Annual Report contains a discussion of acquisitions.

Financing

A discussion of our debt and related covenants is included in Note 10 to our consolidated financial statements included in Item 8 of this this Annual Report. We were in compliance with all covenants as of December 31, 2013.

Certain financing arrangements contain provisions that may result in an event of default if there was a failure under other financing arrangements to meet payment terms or to observe other covenants that could result in an acceleration of payment due. Such provisions are referred to as "cross default" provisions. Each of the Senior Credit Facility, the Senior Notes and the European Letter of Credit ("LOC") Facility is cross-defaulted to the other.

The rating agencies assign credit ratings to certain of our debt. Our access to capital markets and costs of debt could be directly affected by our credit ratings. Any adverse action with respect to our credit ratings could generally cause borrowing costs to increase and the potential pool of investors and funding sources to decrease. In particular, a decline in credit ratings would increase the cost of borrowing under our Senior Credit Facility.

We have entered into interest rate swap agreements to hedge our exposure to variable interest payments related to our Senior Credit Facility. These agreements are more fully described in Note 6 to our consolidated financial statements included in Item 8 of this Annual Report, and in "Item 7A. Quantitative and Qualitative Disclosures about Market Risk" below.

Liquidity Analysis

Our cash balance increased by $59.6 million to $363.8 million as of December 31, 2013 as compared with December 31, 2012. The cash increase included $487.8 million in operating cash flows, $298.6 million in proceeds from the issuance of senior notes and $46.2 million in proceeds from the sale of our 50% equity interest in AIL, partially offset by $458.3 million of share repurchases, $139.1 million in capital expenditures, $76.9 million in dividend payments and $76.8 million in acquisition payments.

Approximately 11% of our Term Loan Facility is due to mature in 2014 and approximately 12% in 2015. Our Senior Credit Facility matures in October 2018. After the effects of $140.0 million of notional interest rate swaps, approximately 38% of our Term Loan Facility was at fixed rates at December 31, 2013. As of December 31, 2013, we had a borrowing capacity of $893.9 million on our $1.0 billion Revolving Credit Facility (including outstanding letters of credit). Our Revolving Credit Facility is committed and held by a diversified group of financial institutions. In the third quarter of 2013 we elected not to renew our European LOC facility.

At December 31, 2013 and 2012, as a result of increases in 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. After consideration of our intent to maintain fully funded status, we contributed $20.0 million to our U.S. pension plan in 2013, excluding direct benefits paid of $4.2 million. We continue to maintain an asset allocation consistent with our strategy to maximize total return, while reducing portfolio risks through asset class diversification.

At December 31, 2013, $334.0 million of our total cash balance of $363.8 million was held by foreign subsidiaries, $257.7 million of which we consider permanently reinvested outside the U.S. Based on the expected 2013 liquidity needs of our various geographies, we currently do not anticipate the need to repatriate any permanently reinvested cash to fund domestic operations that would generate adverse tax results. However, in the event this cash is needed to fund domestic operations, we estimate the $257.7 million could be repatriated resulting in a U.S. cash tax liability between $5 million and $15 million. Should we be required to repatriate this cash, it could limit our ability to assert permanent reinvestment of foreign earnings and invested capital in future periods. 

OUTLOOK FOR 2014

Our future results of operations and other forward-looking statements contained in this Annual Report, including this MD&A, involve a number of risks and uncertainties — in particular, the statements regarding our goals and strategies, new product introductions, plans to cultivate new businesses, future economic conditions, revenue, pricing, gross profit margin and costs, capital spending, depreciation and amortization, research and development expenses, potential impairment of investments, tax rate and pending tax and legal proceedings. Our future results of operations may also be affected by the amount, type and valuation of share-based awards granted, as well as the amount of awards forfeited due to employee turnover. In addition to the various important

38

factors discussed above, a number of other factors could cause actual results to differ materially from our expectations. See the risks described in "Item 1A. Risk Factors" of this Annual Report.

Our bookings were $4,881.4 million during 2013. 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 the increase in bookings will result in a comparable increase in revenues or otherwise be indicative of future results.

We expect a continued competitive economic environment in 2014; however, we anticipate benefits from the continuation of our end-user strategy, the strength of our high margin aftermarket business, continued disciplined cost management, our diverse customer base, our broad product portfolio and our unified operating platform. Similar to prior years, we expect our results will be weighted towards the second half of the year.  While we believe that our primary markets continue to provide opportunities, we remain cautious in our outlook for 2014 given the continuing uncertainty of global economic conditions. For additional discussion on our markets and our opportunities, see the "Business Overview — Our Markets" section of this MD&A.

On December 31, 2013, we had $796.9 million of fixed-rate Senior Notes outstanding and $370.0 million of variable-rate debt under our Senior Credit Facility.  As of December 31, 2013, we had $140.0 million of derivative contracts to convert a portion of variable interest rates to fixed interest rates to reduce our exposure to interest rate volatility. However, because a portion of our debt carries a variable rate of interest, our debt is subject to volatility in rates, which could impact interest expense. We expect our interest expense in 2014 will be higher than 2013 due to our increased level of debt. 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 to fund our working capital, capital expenditures, dividend payments, share repurchases, debt payments and pension plan contributions in 2014. 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 seek to improve our working capital utilization, with a particular focus on improving the management of accounts receivable and inventory. In 2014, our cash flows for investing activities will be focused on strategic initiatives to pursue new markets, geographic expansion, information technology infrastructure and cost reduction opportunities and we expect capital expenditures to be between $130 million and $140 million, before consideration of any potential acquisition activity. We have $40.0 million in scheduled principal repayments in 2014 under our Senior Credit Facility, and we expect to comply with the covenants under our Senior Credit Facility in 2014. See Note 10 to our consolidated financial statements included in Item 8 of this Annual Report for further discussion of our debt covenants.

We currently anticipate that our minimum contribution to our qualified U.S. pension plan will be approximately $20 million, excluding direct benefits paid, in 2014 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 $13 million in 2014, excluding direct benefits paid.

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CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

The following table presents a summary of our contractual obligations at December 31, 2013:

	Payments Due By Period
	Within 1 Year		1-3 Years		3-5 Years		Beyond 5 Years		Total
	(Amounts in millions)
Term Loan Facility and Senior Notes	$	40.0	$	105.0	$	225.0	$	796.9	$	1,166.9
Fixed interest payments(1)	29.9		59.0		59.0		123.4		271.3
Variable interest payments(2)	5.4		8.8		4.8		—		19.0
Other debt and capital lease obligations	32.7		0.7		—		—		33.4
Operating leases	54.1		75.5		45.6		47.0		222.2
Purchase obligations:(3)
Inventory	503.9		10.0		2.5		0.1		516.5
Non-inventory	44.1		0.7		—		—		44.8
Pension and postretirement benefits(4)	55.4		112.6		121.1		322.6		611.7
Total	$	765.5	$	372.3	$	458.0	$	1,290.0	$	2,885.8

_______________________________________

(1) Fixed interest payments represent net incremental payments under interest rate swap agreements related to the interest payments on the Senior Notes and Term Loan Facility as defined in Note 10 to our consolidated financial statements included in Item 8 of this Annual Report.

(2) Variable interest payments under our Term Loan Facility were estimated using a base rate of three-month LIBOR as of December 31, 2013.

(3) 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.

(4) 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 12 to our consolidated financial statements included in Item 8 of this Annual Report.

As of December 31, 2013, the gross liability for uncertain tax positions was $59.3 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.

The following table presents a summary of our commercial commitments at December 31, 2013:

	Commitment Expiration By Period
	Within 1 Year		1-3 Years		3-5 Years		Beyond 5 Years		Total
	(Amounts in millions)
Letters of credit	$	484.2	$	167.2	$	40.0	$	11.8	$	703.2
Surety bonds	68.5		25.4		—		—		93.9
Total	$	552.7	$	192.6	$	40.0	$	11.8	$	797.1

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 68% of total defined benefit pension plan assets and approximately 53% of defined benefit pension obligations are related to the U.S. qualified plan as of December 31, 2013. The assets for the U.S. qualified plan are held in a single trust with a common asset allocation. 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.

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Our U.S. defined benefit plan assets consist of a balanced portfolio of primarily U.S. equity and fixed income securities. Our non-U.S. defined benefit plan assets include a significant concentration of United Kingdom ("U.K.") equity and fixed income securities. In addition, certain of our defined benefit plans hold investments in European equity and fixed income securities as discussed in Note 12 to our consolidated financial statements included in Item 8 of this Annual Report. We monitor investment allocations and manage plan assets to maintain acceptable levels of risk.

Benefits under our defined benefit pension plans are based primarily on participants’ compensation and years of credited service. Assets under our defined benefit pension plans consist primarily of equity and fixed-income securities. At December 31, 2013, the estimated fair market value of U.S. and non-U.S. plan assets for our defined benefit pension plans increased to $605.5 million from $553.4 million at December 31, 2012. Assets were allocated as follows:

	U.S. Plan
Asset category	2013		2012
U.S. Large Cap	20	%	28	%
U.S. Small Cap	4	%	4	%
International Large Cap	14	%	14	%
Emerging Markets	5	%	4	%
World Equity	8	%	0	%
Equity securities	51	%	50	%
Liability Driven Investment	39	%	0	%
Long-Term Government/Credit	10	%	21	%
Intermediate Bond	0	%	29	%
Fixed income	49	%	50	%
Other(1)	0	%	0	%

_______________________________________

(1) Less than 1% of holdings are in Other category in 2013.

	Non-U.S. Plans
Asset category	2013		2012
North American Companies	3	%	5	%
U.K. Companies	10	%	19	%
European Companies	4	%	6	%
Asian Pacific Companies	3	%	5	%
Global Equity	8	%	1	%
Equity securities	28	%	36	%
U.K. Government Gilt Index	28	%	21	%
U.K. Corporate Bond Index	21	%	19	%
Global Fixed Income Bond	20	%	22	%
Fixed income	69	%	62	%
Other	3	%	2	%

The projected benefit obligation ("Benefit Obligation") for our defined benefit pension plans was $769.2 million and $763.9 million as of December 31, 2013 and 2012, respectively.

The estimated prior service cost and the estimated actuarial net loss for the defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net pension expense in 2014 is less than $0.5 million and $15.1 million, respectively. We amortize estimated prior service costs and estimated net losses over the remaining expected service period or over the remaining expected lifetime for plans with only inactive participants.

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

41

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 $31.5 million and $35.0 million as of December 31, 2013 and 2012, respectively. The estimated actuarial net gain for the defined benefit postretirement medical plans that will be amortized from accumulated other comprehensive loss into net pension expense in 2014 is $1.4 million. No estimated prior service benefit or cost is expected to be amortized from accumulated other comprehensive loss into pension expense in 2014. We amortize any estimated net gain over the remaining expected service period of approximately three years.

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 2013, net pension expense for our defined benefit pension plans included in operating income was $50.5 million compared with $41.4 million in 2012 and $37.8 million in 2011.

The following are assumptions related to our defined benefit pension plans as of December 31, 2013:

	U.S. Plan		Non-U.S. Plans
Weighted average assumptions used to determine Benefit Obligation:
Discount rate	4.50	%	4.22	%
Rate of increase in compensation levels	4.25		3.83
Weighted average assumptions used to determine 2013 net pension expense:
Long-term rate of return on assets	6.00	%	5.49	%
Discount rate	3.75		4.16
Rate of increase in compensation levels	4.25		3.84

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	$	(1.1	)	$	1.2
Effect on Benefit Obligation	(16.2		)	17.5
Non-U.S. defined benefit pension plans:
Effect on net pension expense	(2.5		)	2.7
Effect on Benefit Obligation	(27.0		)	30.7
U.S. Postretirement medical plans:
Effect on postretirement medical expense	(0.2		)	0.1
Effect on Benefit Obligation	(1.1		)	1.1

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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	$	(1.7	)	$	1.7
Non-U.S. defined benefit pension plans:
Effect on net pension expense	(0.8		)	0.8

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.

At December 31, 2013, as compared with December 31, 2012, we increased our discount rate for the U.S. plan from 3.75% to 4.50% based on an analysis of publicly-traded investment grade U.S. corporate bonds, which had a higher yield due to current market conditions. The average discount rate for the non-U.S. plans increased slightly from 4.16% to 4.22%based primarily on rates remaining steady in the Eurozone, U.K. and Venezuela while all other non-U.S. countries discount rates increased.The average assumed rate of compensation remained constant at 4.25% for the U.S. plan and decreased slightly from 3.84% to 3.83% for our non-U.S. plans. To determine the 2013 pension expense, the expected rate of return on U.S. plan assets decreased from 6.25% to 6.00% and we decreased our average rate of return on non-U.S. plan assets from 5.78% to 5.49%, primarily as a result of our target asset allocations and expected long-term asset returns.As the expected rate of return on plan assets is long-term in nature, short-term market changes do not significantly impact the rate.

We expect that the net pension expense for our defined benefit pension plans included in earnings before income taxes will be approximately $6 million lower in 2014 than the $50.5 million in 2013, primarily due to the reduction in the amortization of the actuarial net loss. We have used discount rates of 4.50%, 4.22% and 4.00% at December 31, 2013, in calculating our estimated 2014 net pension expense for U.S. pension plans, non-U.S. pension plans and other postretirement plans, respectively.

The assumed ranges for the annual rates of increase in health care costs were 7.5% for 2013, 8.0% for 2012 and 8.5% for 2011, with a gradual decrease to 5.0% for 2032 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. Including direct benefits, we contributed $46.9 million, $28.1 million and $27.0 million to our defined benefit plans in 2013, 2012 and 2011, respectively. 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 2014 will be approximately $20 million, excluding direct benefits paid. We expect to contribute approximately $13 million to our non-U.S. pension plans in 2014, excluding direct benefits paid.

For further discussion of our pension and postretirement benefits, see Note 12 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 losses; pension and postretirement benefits; and valuation of goodwill, indefinite-lived intangible assets and other long-lived assets. The significant estimates are reviewed 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.

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Revenue Recognition

Revenues for product sales are recognized when the risks and rewards of ownership are transferred to the customers, which is typically based on the contractual delivery terms agreed to with the customer and fulfillment of all but inconsequential or perfunctory actions. In addition, our policy requires persuasive evidence of an arrangement, a fixed or determinable sales price and reasonable assurance of collectability. We defer the recognition of revenue when advance payments are received from customers before performance obligations have been completed and/or services have been performed. Freight charges billed to customers are included in sales and the related shipping costs are included in cost of sales in our consolidated statements of income. Our contracts typically include cancellation provisions that require customers to reimburse us for costs incurred up to the date of cancellation, as well as any contractual cancellation penalties.

We enter into certain agreements with multiple deliverables that may include any combination of designing, developing, manufacturing, modifying, installing and commissioning of flow management equipment and providing services related to the performance of such products.Delivery of these products and services typically occurs within aone to two-year period, although many arrangements, such as "short-cycle" type orders, have a shorter timeframe for delivery. We separate deliverables into units of accounting based on whether the deliverable(s) have standalone value to the customer (impact of general rights of return is immaterial). Contract value is allocated ratably to the units of accounting in the arrangement based on their relative selling prices determined as if the deliverables were sold separately.

Revenues for long-term contracts that exceed certain internal thresholds regarding the size and duration of the project and provide for the receipt of progress billings from the customer are recorded on the percentage of completion method with progress measured on a cost-to-cost basis. Percentage of completion revenue represents less than 7%of our consolidated sales foreach year presented.

Revenue on service and repair contracts is recognized after services have been agreed to by the customer and rendered. Revenues generated under fixed fee service and repair contracts are recognized on a ratable basis over the term of the contract. These contracts can range in duration, but generally extend for up tofive years. Fixed fee service contracts represent approximately 1%of consolidated sales for each year presented.

In certain instances, we provide guaranteed completion dates under the terms of our contracts. Failure to meet contractual delivery dates can result in late delivery penalties or non-recoverable costs. In instances where the payment of such costs are deemed to be probable, we perform a project profitability analysis, accounting for such costs as a reduction of realizable revenues, which could potentially cause estimated total project costs to exceed projected total revenues realized from the project. In such instances, we would record reserves to cover such excesses in the period they are determined. In circumstances where the total projected revenues still exceed total projected costs, the incurrence of penalties or non-recoverable costs generally reduces profitability of the project at the time of subsequent revenue recognition. Our reported results would change if different estimates were used for contract costs or if different estimates were used for contractual contingencies.

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 by assessing the related valuation allowance and by adjusting the amount of these 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 outcome 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.

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Reserves for Contingent Loss

Liabilities are recorded for various contingencies arising in the normal course of business when it is both probable that a loss has been incurred and such loss is 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.

Estimates of liabilities for unsettled asbestos-related claims are based on known claims and on our experience during the preceding two years for claims filed, settled and dismissed, with adjustments for events deemed unusual and unlikely to recur. A substantial majority of our asbestos-related claims are covered by insurance or indemnities. Estimated indemnities and receivables from insurance carriers for unsettled claims and receivables for settlements and legal fees paid by us for asbestos-related claims are estimated using our historical experience with insurance recovery rates and estimates of future recoveries, which include estimates of coverage and financial viability of our insurance carriers. We have claims pending against certain insurers that, if resolved more favorably than estimated future recoveries, would result in discrete gains in the applicable quarter. We are currently unable to estimate the impact, if any, of unasserted asbestos-related claims, although future claims would also be subject to existing indemnities and insurance coverage. Changes in claims filed, settled and dismissed and differences between actual and estimated settlement costs and insurance or indemnity recoveries could impact future expense.

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 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 12 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 United Kingdom 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.

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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 and indefinite-lived intangible 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. The identification of our reporting units began at the operating segment level and considered whether components one level below the operating segment levels should be identified as reporting units for purpose of testing goodwill for impairment based on certain conditions. These conditions included, among other factors, (i) the extent to which a component represents a business and (ii) the aggregation of economically similar components within the operating segments and resulted in eight reporting units. Other factors that were considered in determining whether the aggregation of components was appropriate included the similarity of the nature of the products and services, the nature of the production processes, the methods of distribution and the types of industries served.

An impairment loss for goodwill is recognized if the implied fair value of goodwill is less than the carrying value. We estimate the fair value of our reporting units based on an income approach, whereby we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. A discounted cash flow analysis requires us to make various judgmental assumptions about future sales, operating margins, growth rates and discount rates, which are based on our budgets, business plans, economic projections, anticipated future cash flows and market participants. Assumptions are also made for varying perpetual growth rates for periods beyond the long-term business plan period. We did not record an impairment of goodwill in2013, 2012 or 2011. The fair values of our reporting units substantially exceeded their carrying values at December 31, 2013.

We also consider our market capitalization in our evaluation of the fair value of our goodwill. Our market capitalization increased as compared with 2012 and did not indicate a potential impairment of our goodwill as of December 31, 2013.

Impairment losses for indefinite-lived intangible assets are recognized whenever the estimated fair value is less than the carrying value. Fair values are calculated for trademarks using a "relief from royalty" method, which estimates the fair value of a trademark by determining the present value of estimated royalty payments that are avoided as a result of owning the trademark. This method includes judgmental assumptions about sales growth and discount rates that have a significant impact on the fair value and are substantially consistent with the assumptions used to determine the fair value of our reporting units discussed above.We did not record a material impairment of our trademarks in 2013, 2012 or 2011.

The recoverable value of other long-lived assets, including property, plant and equipment and finite-lived intangible assets, is reviewed when indicators of potential impairments are present. The recoverable value is based upon an assessment of the estimated future cash flows related to those assets, utilizing assumptions similar to those for goodwill. Additional considerations related to our long-lived assets include expected maintenance and improvements, changes in expected uses and ongoing operating performance and utilization.

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.

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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have market risk exposure arising from changes in interest rates and foreign currency exchange rate movements. We are exposed to credit-related losses in the event of non-performance by counterparties to financial instruments, including interest rate swaps and forward exchange contracts, but we currently expect all counterparties will continue to meet their obligations given their current creditworthiness.

Interest Rate Risk

Our earnings are impacted by changes in short-term interest rates as a result of borrowings under our Senior Credit Facility, which bear interest based on floating rates. At December 31, 2013, after the effect of interest rate swaps, we had $230.0 million of variable rate debt obligations outstanding under our Senior Credit Facility with a weighted average interest rate of 1.50%. A hypothetical change of 100 basis points in the interest rate for these borrowings, assuming constant variable rate debt levels, would have changed interest expense by $2.3 million for the year ended December 31, 2013. At December 31, 2013 and 2012, we had

46

$140.0 million and $275.0 million, respectively, of notional amount in outstanding interest rate swaps with third parties with varying maturities through June 2015.

Foreign Currency Exchange Rate Risk

A substantial portion of our operations are conducted by our subsidiaries outside of the U.S. in currencies other than the U.S. dollar. The primary currencies in which we operate, in addition to the U.S. dollar, are the Argentine peso, Australian dollar, Brazilian real, British pound, Canadian dollar, Chinese yuan, Colombian peso, Euro, Indian rupee, Japanese yen, Mexican peso, Singapore dollar, Swedish krona and Venezuelan bolivar. Almost all of our non-U.S. subsidiaries conduct their business primarily in their local currencies, which are also their functional currencies. Foreign currency exposures arise from translation of foreign-denominated assets and liabilities into U.S. dollars and from transactions, including firm commitments and anticipated transactions, denominated in a currency other than a non-U.S. subsidiary’s functional currency. Generally, we view our investments in foreign subsidiaries from a long-term perspective and, therefore, do not hedge these investments. We use capital structuring techniques to manage our investment in foreign subsidiaries as deemed necessary. We realized net (losses) gains associated with foreign currency translation of $(28.9) million, $18.2 million and $(56.8) million for the years ended December 31, 2013, 2012 and 2011, respectively, which are included in other comprehensive income (loss).

We employ a foreign currency risk management strategy to minimize potential changes in cash flows from unfavorable foreign currency exchange rate movements. Where available, the use of forward exchange contracts allows us to mitigate transactional exposure to exchange rate fluctuations as the gains or losses incurred on the forward exchange contracts will offset, in whole or in part, losses or gains on the underlying foreign currency exposure. Our policy allows foreign currency coverage only for identifiable foreign currency exposures, and beginning in the fourth quarter of 2013 instruments that meet certain criteria are designated for hedge accounting. As of December 31, 2013, we had a U.S. dollar equivalent of $616.9 million in aggregate notional amount outstanding in forward exchange contracts with third parties, compared with $608.9 million million at December 31, 2012. Transactional currency gains and losses arising from transactions outside of our sites’ functional currencies and changes in fair value of non-designated forward exchange contracts are included in our consolidated results of operations. We recognized foreign currency net (losses) gains of $(12.6) million, $(21.3) million and $3.7 million for the years ended December 31, 2013, 2012 and 2011, respectively, which are included in other (expense) income, net in the accompanying consolidated statements of income. See discussion of the impact in 2013 of the devaluation of the Venezuelan bolivar in Note 1 to our consolidated financial statements included in Item 8 of this Annual Report.

Based on a sensitivity analysis at December 31, 2013, a 10% change in the foreign currency exchange rates for the year ended December 31, 2013 would have impacted our net earnings by approximately $33 million, due primarily to the Euro. This calculation assumes that all currencies change in the same direction and proportion relative to the U.S. dollar and that there are no indirect effects, such as changes in non-U.S. dollar sales volumes or prices. This calculation does not take into account the impact of the foreign currency forward exchange contracts discussed above.

Hedging related transactions for interest rate swaps and designated forward exchange contracts recorded to other comprehensive income (loss), net of deferred taxes, are summarized in Note 18 to our consolidated financial statements included in Item 8 of this Annual Report.

We expect to recognize losses of $0.3 million, net of deferred taxes, into earnings in 2014, related to interest rate swap agreements based on their fair values at December 31, 2013.

47

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Shareholders of Flowserve Corporation:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Flowserve Corporation and its subsidiaries at December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/  PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Dallas, Texas

February 18, 2014

48

FLOWSERVE CORPORATION

CONSOLIDATED BALANCE SHEETS

	December 31,
	2013			2012
	(Amounts in thousands, except per share data)
ASSETS
Current assets:
Cash and cash equivalents	$	363,804		$	304,252
Accounts receivable, net	1,155,327			1,103,724
Inventories, net	1,060,670			1,086,663
Deferred taxes	157,448			151,093
Prepaid expenses and other	110,133			94,484
Total current assets	2,847,382			2,740,216
Property, plant and equipment, net	716,289			654,179
Goodwill	1,107,551			1,053,852
Deferred taxes	19,533			26,706
Other intangible assets, net	160,548			150,075
Other assets, net	185,430			185,930
Total assets	$	5,036,733		$	4,810,958
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	612,092		$	616,900
Accrued liabilities	861,010			906,593
Debt due within one year	72,678			59,478
Deferred taxes	12,319			7,654
Total current liabilities	1,558,099			1,590,625
Long-term debt due after one year	1,127,619			869,116
Retirement obligations and other liabilities	473,894			456,742
Commitments and contingencies (See Note 13)
Shareholders’ equity:
Common shares, $1.25 par value	220,991			220,991
Shares authorized — 305,000
Shares issued — 176,793 and 176,793, respectively
Capital in excess of par value	476,218			467,856
Retained earnings	2,985,391			2,579,308
Treasury shares, at cost — 39,630 and 32,389 shares, respectively	(1,600,266		)	(1,164,496		)
Deferred compensation obligation	9,522			10,870
Accumulated other comprehensive loss	(221,477		)	(224,310		)
Total Flowserve Corporation shareholders’ equity	1,870,379			1,890,219
Noncontrolling interests	6,742			4,256
Total equity	1,877,121			1,894,475
Total liabilities and equity	$	5,036,733		$	4,810,958

See accompanying notes to consolidated financial statements.

49

FLOWSERVE CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

	Year Ended December 31,
	2013			2012			2011
	(Amounts in thousands, except per share data)
Sales	$	4,954,619		$	4,751,339		$	4,510,201
Cost of sales	(3,266,524		)	(3,170,388		)	(2,996,555		)
Gross profit	1,688,095			1,580,951			1,513,646
Selling, general and administrative expense	(966,829		)	(922,125		)	(914,080		)
Net earnings from affiliates (Note 2)	39,017			16,952			19,111
Operating income	760,283			675,778			618,677
Interest expense	(54,413		)	(43,520		)	(36,181		)
Interest income	1,431			954			1,581
Other (expense) income, net	(14,280		)	(21,647		)	3,678
Earnings before income taxes	693,021			611,565			587,755
Provision for income taxes	(204,701		)	(160,766		)	(158,524		)
Net earnings, including noncontrolling interests	488,320			450,799			429,231
Less: Net earnings attributable to noncontrolling interests	(2,790		)	(2,460		)	(649		)
Net earnings attributable to Flowserve Corporation	$	485,530		$	448,339		$	428,582
Net earnings per share attributable to Flowserve Corporation common shareholders:
Basic	$	3.43		$	2.86		$	2.57
Diluted	3.41			2.84			2.55
Cash dividends declared per share	$	0.56		$	0.48		$	0.43

See accompanying notes to consolidated financial statements.

50

FLOWSERVE CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Year Ended December 31,
	2013			2012			2011
	(Amounts in thousands)
Net earnings, including noncontrolling interests	$	488,320		$	450,799		$	429,231
Other comprehensive income (loss):
Foreign currency translation adjustments, net of taxes of $17,351, $(10,957) and $34,397 in 2013, 2012 and 2011, respectively	(28,870		)	18,184			(56,842		)
Pension and other postretirement effects, net of taxes of $(20,218), $8,655 and $3,107 in 2013, 2012 and 2011, respectively	32,229			(26,983		)	(8,490		)
Cash flow hedging activity, net of taxes of $(483), $187 and $186 in 2013, 2012 and 2011, respectively	(560		)	481			(307		)
Other comprehensive income (loss)	2,799			(8,318		)	(65,639		)
Comprehensive income, including noncontrolling interests	491,119			442,481			363,592
Comprehensive income attributable to noncontrolling interests	(2,756		)	(2,354		)	(601		)
Comprehensive income attributable to Flowserve Corporation	$	488,363		$	440,127		$	362,991

See accompanying notes to consolidated financial statements.

51

FLOWSERVE CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

	Total Flowserve Corporation Shareholders’ Equity
				Capital in Excess of Par Value			Retained Earnings								Deferred Compensation Obligation			Accumulated Other Comprehensive Loss						Total Equity
	Common Stock									Treasury Stock											Noncontrolling Interests
	Shares	Amount								Shares		Amount
	(Amounts in thousands)
Balance — January 1, 2011	176,793	$	220,991	$	466,534		$	1,848,680		(11,616	)	$	(292,210	)	$	9,533		$	(150,506	)	$	10,011		$	2,113,033
Stock activity under stock plans	—	—		(30,657		)	—			990		18,158			—			—			—			(12,499		)
Stock-based compensation	—	—		32,067			23			—		—			—			—			—			32,090
Tax benefit associated with stock-based compensation	—	—		5,812			—			—		—			—			—			—			5,812
Net earnings	—	—		—			428,582			—		—			—			—			649			429,231
Cash dividends declared	—	—		—			(71,761		)	—		—			—			—			—			(71,761		)
Repurchases of common shares	—	—		—			—			(4,449	)	(150,000		)	—			—			—			(150,000		)
Other comprehensive loss, net of tax	—	—		—			—			—		—			—			(65,591		)	(48		)	(65,639		)
Sale of shares to (dividends paid to) noncontrolling interests, net	—	—		—			—			—		—			—			—			(2,195		)	(2,195		)
Other, net	—	—		—			—			—		—			158			—			—			158
Balance — December 31, 2011	176,793	$	220,991	$	473,756		$	2,205,524		(15,075	)	$	(424,052	)	$	9,691		$	(216,097	)	$	8,417		$	2,278,230
Stock activity under stock plans	—	—		(50,490		)	—			1,326		31,498			—			—			—			(18,992		)
Stock-based compensation	—	—		35,379			24			—		—			—			—			—			35,403
Tax benefit associated with stock-based compensation	—	—		11,024			—			—		—			—			—			—			11,024
Net earnings	—	—		—			448,339			—		—			—			—			2,460			450,799
Cash dividends declared	—	—		—			(74,579		)	—		—			—			—			—			(74,579		)
Repurchases of common shares	—	—		—			—			(18,639	)	(771,942		)	—			—			—			(771,942		)
Other comprehensive loss, net of tax	—	—		—			—			—		—			—			(8,213		)	(105		)	(8,318		)
Purchase of shares from and dividends paid to noncontrolling interests	—	—		(1,813		)	—			—		—			—			—			(6,516		)	(8,329		)
Other, net	—	—		—			—			—		—			1,179			—			—			1,179
Balance — December 31, 2012	176,793	$	220,991	$	467,856		$	2,579,308		(32,388	)	$	(1,164,496	)	$	10,870		$	(224,310	)	$	4,256		$	1,894,475
Stock activity under stock plans	—	—		(37,491		)	—			902		22,540			—			—			—			(14,951		)
Stock-based compensation	—	—		35,737			20			—		—			—			—			—			35,757
Tax benefit associated with stock-based compensation	—	—		10,116			—			—		—			—			—			—			10,116
Net earnings	—	—		—			485,530			—		—			—			—			2,790			488,320
Cash dividends declared	—	—		—			(79,467		)	—		—			—			—			—			(79,467		)
Repurchases of common shares	—	—		—			—			(8,144	)	(458,310		)	—			—			—			(458,310		)
Other comprehensive income, net of tax	—	—		—			—			—		—			—			2,833			(34		)	2,799
Purchase of shares from and dividends paid to noncontrolling interests	—	—		—			—			—		—			—			—			(270		)	(270		)
Other, net	—	—		—			—			—		—			(1,348		)	—			—			(1,348		)
Balance — December 31, 2013	176,793	$	220,991	$	476,218		$	2,985,391		(39,630	)	$	(1,600,266	)	$	9,522		$	(221,477	)	$	6,742		$	1,877,121
See accompanying notes to consolidated financial statements.

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FLOWSERVE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2013			2012			2011
	(Amounts in thousands)
Cash flows — Operating activities:
Net earnings, including noncontrolling interests	$	488,320		$	450,799		$	429,231
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation	90,695			88,572			90,653
Amortization of intangible and other assets	15,697			18,654			16,908
Loss on amendment and early extinguishment of debt	439			1,293			—
Net loss (gain) on the disposition of assets	956			(10,521		)	(149		)
Gain on sale of equity investment in affiliate	(12,995		)	—			—
Gain on remeasurement of acquired assets	(15,315		)	—			—
Excess tax benefits from stock-based payment arrangements	(10,111		)	(11,207		)	(5,668		)
Stock-based compensation	35,757			35,403			32,090
Net earnings from affiliates, net of dividends received	(6,168		)	(8,535		)	(5,213		)
Change in assets and liabilities, net of acquisitions:
Accounts receivable, net	(53,823		)	(35,074		)	(243,118		)
Inventories, net	28,616			(72,706		)	(139,754		)
Prepaid expenses and other	(6,824		)	(4,863		)	(12,227		)
Other assets, net	(18,002		)	2,393			(3,629		)
Accounts payable	(12,331		)	18,179			45,845
Accrued liabilities and income taxes payable	(65,702		)	90,773			(6,901		)
Retirement obligations and other liabilities	(3,145		)	(21,553		)	6,682
Net deferred taxes	31,695			(24,477		)	13,463
Net cash flows provided by operating activities	487,759			517,130			218,213
Cash flows — Investing activities:
Capital expenditures	(139,090		)	(135,539		)	(107,967		)
Payments for acquisitions, net of cash acquired	(76,801		)	(3,996		)	(90,505		)
Proceeds from disposal of assets	1,653			16,933			4,269
Proceeds from (contributions to) equity investments in affiliates	46,240			(3,825		)	—
Net cash flows used by investing activities	(167,998		)	(126,427		)	(194,203		)
Cash flows — Financing activities:
Excess tax benefits from stock-based payment arrangements	10,111			11,207			5,668
Payments on long-term debt	(25,000		)	(480,000		)	(25,000		)
Proceeds from issuance of senior notes	298,596			498,075			—
Proceeds from issuance of long-term debt	—			400,000			—
Payments of deferred loan costs	(3,744		)	(9,901		)	—
Borrowings under other financing arrangements, net	(401		)	5,807			1,581
Repurchases of common shares	(458,310		)	(771,942		)	(150,000		)
Payments of dividends	(76,897		)	(73,765		)	(69,557		)
Other	(179		)	(8,403		)	(1,648		)
Net cash flows used by financing activities	(255,824		)	(428,922		)	(238,956		)
Effect of exchange rate changes on cash	(4,385		)	5,115			(5,277		)
Net change in cash and cash equivalents	59,552			(33,104		)	(220,223		)
Cash and cash equivalents at beginning of year	304,252			337,356			557,579
Cash and cash equivalents at end of year	$	363,804		$	304,252		$	337,356
Income taxes paid (net of refunds)	$	195,532		$	158,433		$	113,921
Interest paid	43,506			33,625			32,368
See accompanying notes to consolidated financial statements.

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FLOWSERVE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2013 AND 2012 AND FOR THE

THREE YEARS ENDED DECEMBER 31, 2013

1. SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING DEVELOPMENTS

We are principally engaged in the worldwide design, manufacture, distribution and service of industrial flow management equipment. We provide long lead time, custom and other highly-engineered pumps; standardized, general-purpose pumps; mechanical seals; industrial valves; and related automation products and solutions primarily for oil and gas, chemical, power generation, water management and other general industries requiring flow management products and services. Equipment manufactured and serviced by us is predominantly used in industries that deal with difficult-to-handle and corrosive fluids, as well as environments with extreme temperatures, pressure, horsepower and speed. Our business is affected by economic conditions in the United States ("U.S.") and other countries where our products are sold and serviced, by the cyclical nature and competitive environment of our industries served, by the relationship of the U.S. dollar to other currencies and by the demand for and pricing of our customers’ end products.

Stock Split — On June 7, 2013 we recorded a three-for-one stock split. Shareholders' equity and all share data, including treasury shares and stock-based compensation award shares, and per share data presented herein have been retrospectively adjusted to reflect the impact of the increase in authorized shares and the stock split, as appropriate. Details of the stock split are included in Note 15.

Venezuela — Effective February 13, 2013, the Venezuelan government devalued its currency (bolivar) from 4.3 to 6.3 bolivars to the U.S. dollar. Our operations in Venezuela generally consist of a service center that performs service and repair activities. In addition, certain of our operations in other countries sell equipment and parts that are typically denominated in U.S. dollars directly to Venezuelan customers. Our Venezuelan subsidiary's sales for the year ending December 31, 2013 and total assets at December 31, 2013 represented less than 1% of consolidated sales and total assets for the same periods.

As a result of the devaluation, we recognized a loss of $4.0 million in the first quarter of 2013. The loss was reported in other (expense) income, net in our consolidated statements of income and resulted in no tax benefit. We have evaluated the carrying value of related assets and concluded that there is no current impairment. We are continuing to monitor actions of the Venezuelan government and local economic conditions that may adversely impact our future consolidated financial condition or results of operations, including impacts on our Venezuelan operations, imports into the market and our Venezuelan subsidiary's ability to remit cash for dividends and other payments at the official rate.

Principles of Consolidation — The consolidated financial statements include the accounts of our company and our wholly and majority-owned subsidiaries. In addition, we would consolidate any variable interest entities for which we are deemed to be the primary beneficiary. Noncontrolling interests of non-affiliated parties have been recognized for all majority-owned consolidated subsidiaries. Intercompany profits/losses, transactions and balances among consolidated entities have been eliminated from our consolidated financial statements. Investments in unconsolidated affiliated companies, which represent noncontrolling ownership interests between 20% and 50%, are accounted for using the equity method, which approximates our equity interest in their underlying equivalent net book value under accounting principles generally accepted in the U.S. ("U.S. GAAP"). Investments in interests where we own less than 20% of the investee are accounted for by the cost method, whereby income is only recognized in the event of dividend receipt. Investments accounted for by the cost method are tested for impairment if an impairment indicator is present.

Use of Estimates — The process of preparing financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect reported amounts of certain assets, liabilities, revenues and expenses. We believe our estimates and assumptions are reasonable; however, actual results may differ materially from such estimates. The most significant estimates and assumptions are used in determining:

• Revenue recognition, net of liquidated damages and other delivery penalties;

• Income taxes, deferred taxes, tax valuation allowances and tax reserves;

• Reserves for contingent loss;

• Retirement and postretirement benefits; and

• Valuation of goodwill, indefinite-lived intangible assets and other long-lived assets.

Revenue Recognition — Revenues for product sales are recognized when the risks and rewards of ownership are transferred to the customers, which is typically based on the contractual delivery terms agreed to with the customer and fulfillment of all but inconsequential or perfunctory actions. In addition, our policy requires persuasive evidence of an arrangement, a fixed or

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determinable sales price and reasonable assurance of collectability. We defer the recognition of revenue when advance payments are received from customers before performance obligations have been completed and/or services have been performed. Freight charges billed to customers are included in sales and the related shipping costs are included in cost of sales in our consolidated statements of income. Our contracts typically include cancellation provisions that require customers to reimburse us for costs incurred up to the date of cancellation, as well as any contractual cancellation penalties.

We enter into certain agreements with multiple deliverables that may include any combination of designing, developing, manufacturing, modifying, installing and commissioning of flow management equipment and providing services related to the performance of such products.Delivery of these products and services typically occurs within aone to two-year period, although many arrangements, such as "short-cycle" type orders, have a shorter timeframe for delivery. We separate deliverables into units of accounting based on whether the deliverable(s) have standalone value to the customer (impact of general rights of return is immaterial). Contract value is allocated ratably to the units of accounting in the arrangement based on their relative selling prices determined as if the deliverables were sold separately.

Revenues for long-term contracts that exceed certain internal thresholds regarding the size and duration of the project and provide for the receipt of progress billings from the customer are recorded on the percentage of completion method with progress measured on a cost-to-cost basis. Percentage of completion revenue represents less than 7%of our consolidated sales foreach year presented.

Revenue on service and repair contracts is recognized after services have been agreed to by the customer and rendered. Revenues generated under fixed fee service and repair contracts are recognized on a ratable basis over the term of the contract. These contracts can range in duration, but generally extend for up tofive years. Fixed fee service contracts represent approximately 1%of consolidated sales for each year presented.

In certain instances, we provide guaranteed completion dates under the terms of our contracts. Failure to meet contractual delivery dates can result in late delivery penalties or non-recoverable costs. In instances where the payment of such costs are deemed to be probable, we perform a project profitability analysis, accounting for such costs as a reduction of realizable revenues, which could potentially cause estimated total project costs to exceed projected total revenues realized from the project. In such instances, we would record reserves to cover such excesses in the period they are determined. In circumstances where the total projected revenues still exceed total projected costs, the incurrence of penalties or non-recoverable costs generally reduces profitability of the project at the time of subsequent revenue recognition.

Cash and Cash Equivalents — We place temporary cash investments with financial institutions and, by policy, invest in those institutions and instruments that have minimal credit risk and market risk. These investments, with an original maturity of three months or less when purchased, are classified as cash equivalents. They are highly liquid and principal values are not subject to significant risk of change due to interest rate fluctuations.

Allowance for Doubtful Accounts and Credit Risk — The allowance for doubtful accounts is established based on estimates of the amount of uncollectible accounts receivable, which is determined principally based upon the aging of the accounts receivable, but also customer credit history, industry and market segment information, economic trends and conditions and credit reports. Customer credit issues, customer bankruptcies or general economic conditions may also impact our estimates.

Credit risks are mitigated by the diversity of our customer base across many different geographic regions and industries and by performing creditworthiness analyses on our customers. Additionally, we mitigate credit risk through letters of credit and advance payments received from our customers. As of December 31, 2013 and 2012, although we have experienced increased aging and slower collection of certain receivables in Latin America during 2013 we do not believe that we have any significant concentrations of credit risk.

Inventories and Related Reserves — Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out method. Reserves for excess and obsolete inventories are based upon our assessment of market conditions for our products determined by historical usage and estimated future demand. Due to the long life cycles of our products, we carry spare parts inventories that have historically low usage rates and provide reserves for such inventory based on demonstrated usage and aging criteria.

Income Taxes, Deferred Taxes, Tax Valuation Allowances and Tax Reserves — We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are calculated using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. We record valuation allowances

55

to reflect the estimated amount of deferred tax assets that may not be realized based upon our analysis of existing deferred tax assets, net operating losses and tax credits by jurisdiction and expectations of our ability to utilize these tax attributes through a review of past, current and estimated future taxable income and establishment of tax strategies.

We provide deferred taxes for the temporary differences associated with our investment in foreign subsidiaries that have a financial reporting basis that exceeds tax basis, unless we can assert permanent reinvestment in foreign jurisdictions. Financial reporting basis and tax basis differences in investments in foreign subsidiaries consist of both unremitted earnings and losses, as well as foreign currency translation adjustments.

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. 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.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that each uncertain tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

Legal and Environmental Contingencies — Legal and environmental reserves are recorded based upon a case-by-case analysis of the relevant facts and circumstances and an assessment of potential legal obligations and costs. Amounts relating to legal and environmental liabilities are recorded when it is probable that a loss has been incurred and such loss is estimable. Assessments of legal and environmental costs are based on information obtained from our independent and in-house experts and our loss experience in similar situations. Estimates are updated as applicable when new information regarding the facts and circumstances of each matter becomes available. Legal fees associated with legal and environmental liabilities are expensed as incurred.

Estimates of liabilities for unsettled asbestos-related claims are based on known claims and on our experience during the preceding two years for claims filed, settled and dismissed, with adjustments for events deemed unusual and unlikely to recur, and are included in retirement obligations and other liabilities in our consolidated balance sheets. A substantial majority of our asbestos-related claims are covered by insurance or indemnities. Estimated indemnities and receivables from insurance carriers for unsettled claims and receivables for settlements and legal fees paid by us for asbestos-related claims are estimated using our historical experience with insurance recovery rates and estimates of future recoveries, which include estimates of coverage and financial viability of our insurance carriers. Estimated receivables are included in other assets, net in our consolidated balance sheets. We have claims pending against certain insurers that, if resolved more favorably than estimated future recoveries, would result in discrete gains in the applicable quarter. We are currently unable to estimate the impact, if any, of unasserted asbestos-related claims, although future claims would also be subject to existing indemnities and insurance coverage.

Warranty Accruals — Warranty obligations are based upon product failure rates, materials usage, service delivery costs, an analysis of all identified or expected claims and an estimate of the cost to resolve such claims. The estimates of expected claims are generally a factor of historical claims and known product issues. Warranty obligations based on these factors are adjusted based on historical sales trends for the preceding 24 months.

Insurance Accruals — Insurance accruals are recorded for wholly or partially self-insured risks such as medical benefits and workers’ compensation and are based upon an analysis of our claim loss history, insurance deductibles, policy limits and other relevant factors that are updated annually and are included in accrued liabilities in our consolidated balance sheets. The estimates are based upon information received from actuaries, insurance company adjusters, independent claims administrators or other independent sources. Receivables from insurance carriers are estimated using our historical experience with insurance recovery rates and estimates of future recoveries, which include estimates of coverage and financial viability of our insurance carriers. Estimated receivables are included in accounts receivable, net and other assets, net, as applicable, in our consolidated balance sheets.

Pension and Postretirement Obligations — Determination of pension and postretirement benefits obligations is based on estimates made by management in consultation with independent actuaries and investment advisors. Inherent in these valuations are assumptions including discount rates, expected rates of return on plan assets, retirement rates, mortality rates and rates of compensation increase and other factors all of which are reviewed annually and updated if necessary. Current market conditions, including changes in rates of return, interest rates and medical inflation rates, are considered in selecting these assumptions.

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Actuarial gains and losses and prior service costs are recognized in accumulated other comprehensive loss as they arise and we amortize these costs into net pension expense over the remaining expected service period.

Property, Plant and Equipment and Depreciation — Property, plant and equipment are stated at historical cost, less accumulated depreciation. If asset retirement obligations exist, they are capitalized as part of the carrying amount of the asset and depreciated over the remaining useful life of the asset. The useful lives of leasehold improvements are the lesser of the remaining lease term or the useful life of the improvement. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation are removed from the accounts and any resulting gains or losses are included in income from operations for the period. Depreciation is computed by the straight-line method based on the estimated useful lives of the depreciable assets, or in the case of assets under capital leases, over the related lease turn. Generally, the estimated useful lives of the assets are:

Buildings and improvements	10 to 40 years
Machinery, equipment and tooling	3 to 14 years
Software, furniture and fixtures and other	3 to 7 years

Costs related to routine repairs and maintenance are expensed as incurred.

Internally Developed Software — We capitalize certain costs associated with the development of internal-use software. Generally, these costs are related to significant software development projects and are amortized over their estimated useful life, typically three to five years, upon implementation of the software.

Intangible Assets — Intangible assets, excluding trademarks (which are considered to have an indefinite life), consist primarily of engineering drawings, patents, existing customer relationships, software, distribution networks and other items that are being amortized over their estimated useful lives generally ranging from three to 40 years. These assets are reviewed for impairment whenever events and circumstances indicate impairment may have occurred.

Valuation of Goodwill, Indefinite-Lived Intangible Assets and Other Long-Lived Assets  — The value of goodwill and indefinite-lived intangible assets is tested for impairment as of December 31 each year or whenever events or circumstances indicate such assets may be impaired. The identification of our reporting units began at the operating segment level and considered whether components one level below the operating segment levels should be identified as reporting units for purpose of testing goodwill for impairment based on certain conditions. These conditions included, among other factors, (i) the extent to which a component represents a business and (ii) the aggregation of economically similar components within the operating segments and resulted in eight reporting units. Other factors that were considered in determining whether the aggregation of components was appropriate included the similarity of the nature of the products and services, the nature of the production processes, the methods of distribution and the types of industries served.

An impairment loss for goodwill is recognized if the implied fair value of goodwill is less than the carrying value. We estimate the fair value of our reporting units based on an income approach, whereby we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. A discounted cash flow analysis requires us to make various judgmental assumptions about future sales, operating margins, growth rates and discount rates, which are based on our budgets, business plans, economic projections, anticipated future cash flows and market participants. Assumptions are also made for varying perpetual growth rates for periods beyond the long-term business plan period. We did not record an impairment of goodwill in2013, 2012 or 2011.

We also consider our market capitalization in our evaluation of the fair value of our goodwill. Our market capitalization increased as compared with 2012 and did not indicate a potential impairment of our goodwill as of December 31, 2013.

Impairment losses for indefinite-lived intangible assets are recognized whenever the estimated fair value is less than the carrying value. Fair values are calculated for trademarks using a "relief from royalty" method, which estimates the fair value of a trademark by determining the present value of estimated royalty payments that are avoided as a result of owning the trademark. This method includes judgmental assumptions about sales growth and discount rates that have a significant impact on the fair value and are substantially consistent with the assumptions used to determine the fair value of our reporting units discussed above.We did not record a material impairment of our trademarks in 2013, 2012 or 2011.

The recoverable value of other long-lived assets, including property, plant and equipment and finite-lived intangible assets, is reviewed when indicators of potential impairments are present. The recoverable value is based upon an assessment of the estimated future cash flows related to those assets, utilizing assumptions similar to those for goodwill. Additional considerations related to our long-lived assets include expected maintenance and improvements, changes in expected uses and ongoing operating performance and utilization.

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Deferred Loan Costs — Deferred loan costs, consisting of fees and other expenses associated with debt financing, are amortized over the term of the associated debt using the effective interest method. Additional amortization is recorded in periods where optional prepayments on debt are made.

Fair Values of Financial Instruments — Our financial instruments are presented at fair value in our consolidated balance sheets, with the exception of our long-term debt. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models may be applied.

Assets and liabilities recorded at fair value in our consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Hierarchical levels, as defined by Accounting Standards Codification ("ASC") 820, "Fair Value Measurements and Disclosures," are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities. An asset or a liability’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. Hierarchical levels are as follows:

Level I — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level II — Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level III — Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

Recurring fair value measurements are limited to investments in derivative instruments and certain equity securities. The fair value measurements of our derivative instruments are determined using models that maximize the use of the observable market inputs including interest rate curves and both forward and spot prices for currencies, and are classified as Level II under the fair value hierarchy. The fair values of our derivative instruments are included in Note 6. The fair value measurements of our investments in equity securities are determined using quoted market prices and are classified as Level I. The fair values of our investments in equity securities, and changes thereto, are immaterial to our consolidated financial position and results of operations.

Derivatives and Hedging Activities — We have a foreign currency derivatives and hedging policy outlining the conditions under which we can enter into financial derivative transactions. We do not use derivative instruments for trading or speculative purposes. All derivative instruments are recognized on the balance sheet at their fair values. The accounting for gains and losses resulting from changes in fair value depends on whether the derivative is designated and qualifies for hedge accounting.

Forward Exchange Contracts —We employ a foreign currency economic hedging strategy to mitigate certain financial risks resulting from foreign currency exchange rate movements that impact foreign currency denominated receivables and payables, firm committed transactions and forecasted sales and purchases. In the fourth quarter of 2013, we began to designate certain forward exchange contracts as hedging instruments and apply hedge accounting to those instruments.

For designated forward exchange contracts, the changes in fair value are recorded in other comprehensive loss until the underlying hedged item affects earnings, at which time the change in fair value is recognized in sales in the consolidated statements of income. For non-designated forward exchange contracts, the changes in the fair values are recognized immediately in other (expense) income, net in the consolidated statements of income. See Note 6 for further discussion of forward exchange contracts.

Interest Rate Swaps — We enter into interest rate swap agreements for the purpose of hedging our cash flow exposure to floating interest rates on certain portions of our debt. Changes in the fair value of a designated interest rate swap are recorded in other comprehensive loss until earnings are affected by the underlying hedged item. Any ineffective portion of the gain or loss is immediately recognized in earnings. Upon settlement, realized gains and losses are recognized in interest expense in the consolidated statements of income. See Note 6 for further discussion of interest rate swaps.

We discontinue hedge accounting when (1) we deem the hedge to be ineffective and determine that the designation of the derivative as a hedging instrument is no longer appropriate; (2) the derivative matures, terminates or is sold; or (3) occurrence of the contracted or committed transaction is no longer probable or will not occur in the originally expected period.

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When hedge accounting is discontinued and the derivative remains outstanding, we carry the derivative at its estimated fair value on the balance sheet, recognizing changes in the fair value in current period earnings. If a cash flow hedge becomes ineffective, any deferred gains or losses remain in accumulated other comprehensive loss until the underlying hedged item is recognized. If it becomes probable that a hedged forecasted transaction will not occur, deferred gains or losses on the hedging instrument are recognized in earnings immediately.

We are exposed to risk from credit-related losses resulting from nonperformance by counterparties to our financial instruments. We perform credit evaluations of our counterparties under forward exchange contracts and interest rate swap agreements and expect all counterparties to meet their obligations. If necessary, we would adjust the values of our derivative contracts for our or our counterparties’ credit risks.

Foreign Currency Translation — Assets and liabilities of our foreign subsidiaries are translated to U.S. dollars at exchange rates prevailing at the balance sheet date, while income and expenses are translated at average rates for each month. Translation gains and losses are reported as a component of accumulated other comprehensive loss. Transactional currency gains and losses arising from transactions in currencies other than our sites’ functional currencies are included in our consolidated results of operations.

Transaction and translation gains and losses arising from intercompany balances are reported as a component of accumulated other comprehensive loss when the underlying transaction stems from a long-term equity investment or from debt designated as not due in the foreseeable future. Otherwise, we recognize transaction gains and losses arising from intercompany transactions as a component of income. Where intercompany balances are not long-term investment related or not designated as due beyond the foreseeable future, we may mitigate risk associated with foreign currency fluctuations by entering into forward exchange contracts.

Stock-Based Compensation — Stock-based compensation is measured at the grant-date fair value. The exercise price of stock option awards and the value of restricted share, restricted share unit and performance-based unit awards (collectively referred to as "Restricted Shares") are set at the closing price of our common stock on the New York Stock Exchange on the date of grant, which is the date such grants are authorized by our Board of Directors. Restricted share units and performance-based units refer to restricted awards that do not have voting rights and accrue dividends, which are forfeited if vesting does not occur.

The intrinsic value of Restricted Shares, which is typically the product of share price at the date of grant and the number of Restricted Shares granted, is amortized on a straight-line basis to compensation expense over the periods in which the restrictions lapse based on the expected number of shares that will vest. The forfeiture rate is based on unvested Restricted Shares forfeited compared with original total Restricted Shares granted over a 4-year period, excluding significant forfeiture events that are not expected to recur.

Earnings Per Share — We use the two-class method of calculating Earnings Per Share ("EPS"), which determines earnings per share for each class of common stock and participating security as if all earnings for the period had been distributed. Unvested restricted share awards that earn non-forfeitable dividend rights qualify as participating securities and, accordingly, are included in the basic computation as such. Our unvested restricted shares participate on an equal basis with common shares; therefore, there is no difference in undistributed earnings allocated to each participating security. Accordingly, the presentation below is prepared on a combined basis and is presented as earnings per common share. The following is a reconciliation of net earnings of Flowserve Corporation and weighted average shares for calculating basic net earnings per common share.

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Earnings per weighted average common share outstanding was calculated as follows:

	Year Ended December 31,
	2013		2012		2011
	(Amounts in thousands, except per share data)
Net earnings of Flowserve Corporation	$	485,530	$	448,339	$	428,582
Dividends on restricted shares not expected to vest	13		15		15
Earnings attributable to common and participating shareholders	$	485,543	$	448,354	$	428,597
Weighted average shares:
Common stock	140,901		156,057		165,819
Participating securities	698		792		809
Denominator for basic earnings per common share	141,599		156,849		166,628
Effect of potentially dilutive securities	830		1,121		1,679
Denominator for diluted earnings per common share	142,429		157,970		168,307
Net earnings per share attributable to Flowserve Corporation common shareholders:
Basic	$	3.43	$	2.86	$	2.57
Diluted	3.41		2.84		2.55

Diluted earnings per share above is based upon the weighted average number of shares as determined for basic earnings per share plus shares potentially issuable in conjunction with stock options, restricted share units and performance share units.

For each of the three years ended December 31, 2013, 2012 and 2011, we had no options to purchase common stock that were excluded from the computations of potentially dilutive securities because none were considered to be anti-dilutive.

Research and Development Expense — Research and development costs are charged to expense when incurred. Aggregate research and development costs included in selling, general and administrative expenses ("SG&A") were $37.8 million, $38.9 million and $35.0 million in 2013, 2012 and 2011, respectively. Costs incurred for research and development primarily include salaries and benefits and consumable supplies, as well as rent, professional fees, utilities and the depreciation of property and equipment used in research and development activities.

Accounting Developments

Pronouncements Implemented

In December 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-11, "Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities," which requires enhanced disclosures about financial instruments and derivative instruments that are either (1) offset in accordance with either Accounting Standards Codification ("ASC") 210-20-45, "Balance Sheet - Offsetting," or ASC 815-10-45, "Derivatives and Hedging - Overall," or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either ASC 210-20-45 or ASC 815-10-45. The disclosure requirements shall be applied retrospectively for all periods presented. Our adoption of ASU No. 2011-11, effective January 1, 2013, had no impact on our consolidated financial condition and results of operations.

In January 2013, the FASB issued ASU No. 2013-01, "Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities," which limits the scope of ASU 2011-11 to derivatives, repurchase agreements and securities lending transactions to the extent that they are (1) offset in the financial statements or (2) subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements shall be applied retrospectively for all periods presented. Our adoption of ASU No. 2013-01, effective January 1, 2013, had no impact on our consolidated financial condition and results of operations.

In July 2012, the FASB issued ASU No. 2012-02, "Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment," which specifies that an entity has the option to first assess qualitative factors to determine whether it is more likely than not that the asset is impaired. Unless an entity determines that it is more likely than not that the fair value of such an asset is less than its carrying amount, it would not need to calculate the fair value of the asset in that year. Our

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adoption of ASU No. 2012-02, effective January 1, 2013, had no impact on our consolidated financial condition and results of operations.

In February 2013, the FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220) - Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income," which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. Our adoption of ASU No. 2013-02, effective January 1, 2013, had no impact on our consolidated financial condition and results of operations.

In March 2013, the FASB issued ASU No. 2013-05, "Foreign Currency Matters (Topic 830) - Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity," which specifies that a cumulative translation adjustment should be released into earning when an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a consolidated foreign entity and the sale or transfer results in the complete or substantially complete liquidation of the foreign entity. ASU No. 2013-05 is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2013. We early adopted this ASU effective January 1, 2013 and it did not have a material impact on our consolidated financial condition and results of operations.

In July 2013, the FASB issued ASU No. 2013-10, "Derivatives and Hedging (Topic 815) - Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes," which allows the use of the Fed Funds Effective Swap Rate as a U.S. benchmark interest rate for fair value and cash flow hedges under Topic 815, in addition to interest rates on direct Treasury obligations of the U.S. government and the London Interbank Offered Rate swap rate. This ASU also removes the restriction on using different benchmark rates for similar hedges. ASU No. 2013-10 is effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. Our adoption of ASU No. 2013-10 did not have a material impact on our consolidated financial condition and results of operations.

Pronouncements Not Yet Implemented

In February 2013, the FASB issued ASU No. 2013-04, "Liabilities (Topic 405) - Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date," which requires a reporting entity that is jointly and severally liable to measure the obligation as the sum of the amount the entity has agreed with co-obligors to pay and any additional amount it expects to pay on behalf of one or more co-obligors. The scope of this ASU excludes obligations addressed by existing guidance. ASU No. 2013-04 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The ASU shall be applied retrospectively for arrangements existing at the beginning of the year of adoption. Our adoption of ASU No. 2013-04 will not have an impact on our consolidated financial condition and results of operations.

In April 2013, the FASB issued ASU No. 2013-07, "Presentation of Financial Statements (Topic 205) - Liquidation Basis of Accounting," which requires an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary bankruptcy). ASU No. 2013-07 is effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The ASU shall be applied prospectively from the day that liquidation becomes imminent. Our adoption of ASU No. 2013-07 will not have an impact on our consolidated financial condition and results of operations.

In July 2013, the FASB issued ASU No. 2013-11, "Income Taxes (Topic 740) - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," which provides guidance on the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU No. 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The ASU shall be applied prospectively to all unrecognized tax benefits that exist at the effective date. The adoption of ASU No. 2013-11 will not have a material impact on our consolidated financial condition and results of operations.

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2. ACQUISITIONS AND EXIT OF JOINT VENTURE

Innovative Mag-Drive, LLC

On December 10, 2013, we acquired for inclusion in Industrial Product Division ("IPD"), 100% of Innovative Mag-Drive, LLC ("Innomag"), a privately-owned, U.S.-based company specializing in advanced sealless magnetic drive centrifugal pumps for the chemical and general industries, in an asset purchase up to $78.7 million in cash, subject to final adjustments. Of the total purchase price, $66.7 million was paid at closing and $0.8 million represents a preliminary working capital adjustment. The remaining $11.2 million of the total purchase price is contingent upon Innomag achieving certain performance metrics during the two- and five-year periods following the acquisition, and to the extent achieved, is expected to be paid in cash within four months of the performance measurement dates. We initially recorded a liability of $7.5 million as an estimate of the acquisition date fair value of the contingent consideration, which is based on the weighted probability of achievement of the performance metrics as of the date of the acquisition. Innomag generated approximately $17 million in sales (unaudited) during its fiscal year ended December 31, 2012.

The preliminary purchase price was allocated to the assets acquired and liabilities assumed based on estimates of fair values at the date of acquisition and is summarized below:

	(Amounts in millions)
Current assets	$	8.1
Property, plant and equipment	5.3
Intangible assets	18.5
Current liabilities	(0.8		)
Net tangible and intangible assets	31.1
Goodwill	43.9
Preliminary purchase price	$	75.0

The excess of the acquisition date fair value of the total purchase price over the estimated fair value of the net tangible and intangible assets was recorded as goodwill. Goodwill represents the value expected to be obtained from the ability to be more competitive through the offering of a more complete pump product portfolio and from leveraging our current sales, distribution and service network. The goodwill related to this acquisition is recorded in the IPD segment. Upon acquisition, both know-how and existing customer relationships each represented approximately $7 million of the intangible assets acquired. Know-how and exisiting customer relationships both had an expected weighted average useful life of ten years. Total amortizable intangible assets had an expected weighted average useful life of ten years.

Subsequent to December 10, 2013, the revenues and expenses of Innomag have been included in our consolidated statements of income. No pro forma information has been provided due to immateriality.

Audco India, Limited

Effective March 28, 2013, we and our joint venture partner agreed to exit our joint venture, Audco India, Limited (“AIL”), which manufactures integrated industrial valves in India. To effect the exit, in two separate transactions, Flow Control Division ("FCD") acquired 100% ownership of AIL's plug valve manufacturing business in an asset purchase for cash of $10.1 million and sold its 50% equity interest in AIL to the joint venture partner for $46.2 million in cash. We remeasured to fair value our previously held equity interest in the purchased net assets of the plug valve manufacturing business resulting in net assets acquired of approximately $25 million and a pre-tax gain of $15.3 million. The sale of our equity interest in AIL resulted in a pre-tax gain of $13.0 million. Both of the above gains were recorded in net earnings from affiliates in the consolidated statements of income. No pro forma information has been provided due to immateriality. Prior to these transactions, our 50% interest in AIL was recorded using the equity method of accounting.

Lawrence Pumps, Inc.

Effective October 28, 2011, we acquired for inclusion in the Engineered Product Division ("EPD"), 100% of Lawrence Pumps, Inc. ("LPI"), a privately-owned, U.S.-based pump manufacturer. The final purchase price of $88.2 million reflects immaterial adjustments to goodwill and current liabilities during 2012. LPI specializes in the design, development and manufacture of engineered centrifugal slurry pumps for critical services within the petroleum refining, petrochemical, pulp and paper and energy markets.

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The purchase price was allocated to the assets acquired and liabilities assumed based on estimates of fair values at the date of acquisition and is summarized below:

	(Amounts in millions)
Current assets	$	28.0
Property, plant and equipment	8.9
Intangible assets	30.0
Current liabilities	(16.8		)
Net tangible and intangible assets	50.1
Goodwill	38.1
Purchase price	$	88.2

The excess of the acquisition date fair value of the total purchase price over the estimated fair value of the net tangible and intangible assets was recorded as goodwill. Goodwill represents the value expected to be obtained from the ability to be more competitive through the offering of a more complete pump product portfolio and from leveraging our current sales, distribution and service network. LPI products have proprietary niche applications that strategically complement our product portfolio. The goodwill related to this acquisition is recorded in the EPD segment. Upon acquisition, existing customer relationships represent approximately $16 million of the intangible assets acquired and had an expected weighted average useful life of ten years. Total amortizable intangible assets had an expected weighted average useful life of ten years.

Subsequent to October 28, 2011, the revenues and expenses of LPI have been included in our consolidated statements of income. No pro forma information has been provided due to immateriality.

3. GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 are as follows:

	EPD		IPD		FCD		Total
	(Amounts in thousands)
Balance as of January 1, 2012	$	444,431	$	121,244	$	479,402	$	1,045,077
Acquisition(1)	1,812		—		—		1,812
Currency translation	1,317		162		5,484		6,963
Balance as of December 31, 2012	$	447,560	$	121,406	$	484,886	$	1,053,852
Acquisition(1)	—		43,865		—		43,865
Currency translation	1,936		261		7,637		9,834
Balance as of December 31, 2013	$	449,496	$	165,532	$	492,523	$	1,107,551

_______________________________________

(1) Goodwill primarily related to the purchase price adjustments for the acquisition of LPI in 2012 and the Innomag acquisition in 2013. See Note 2 for additional information.

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The following table provides information about our intangible assets for the years ended December 31, 2013 and 2012:

		December 31, 2013					December 31, 2012
	Useful Life (Years)	Ending Gross Amount		Accumulated Amortization			Ending Gross Amount		Accumulated Amortization
	(Amounts in thousands, except years)
Finite-lived intangible assets:
Engineering drawings(1)	10-20	$	93,687	$	(61,401	)	$	92,760	$	(57,252	)
Existing customer relationships(2)	5-10	40,077		(15,241		)	32,484		(10,024		)
Patents	9-16	32,963		(28,013		)	33,037		(27,061		)
Other	3-50	40,797		(25,438		)	30,647		(23,088		)
		$	207,524	$	(130,093	)	$	188,928	$	(117,425	)
Indefinite-lived intangible assets(3)		$	84,670	$	(1,553	)	$	80,057	$	(1,485	)

____________________________________

(1) Engineering drawings represent the estimated fair value associated with specific acquired product and component schematics.

(2) Existing customer relationships acquired prior to 2011 had a useful life of five years.

(3) Accumulated amortization for indefinite-lived intangible assets relates to amounts recorded prior to the implementation date of guidance issued in ASC 350.

The following schedule outlines actual amortization expense recognized during 2013 and an estimate of future amortization based upon the finite-lived intangible assets owned at December 31, 2013:

	Amortization Expense
	(Amounts in thousands)
Actual for year ended December 31, 2013	$	12,801
Estimated for year ending December 31, 2014	13,827
Estimated for year ending December 31, 2015	10,764
Estimated for year ending December 31, 2016	9,204
Estimated for year ending December 31, 2017	8,161
Estimated for year ending December 31, 2018	8,025
Thereafter	27,450

Amortization expense for finite-lived intangible assets was $16.0 million in 2012 and $14.2 million in 2011.

4. INVENTORIES

Inventories, net consisted of the following:

	December 31,
	2013			2012
	(Amounts in thousands)
Raw materials	$	356,899		$	351,705
Work in process	786,664			798,662
Finished goods	306,765			288,160
Less: Progress billings	(304,395		)	(275,611		)
Less: Excess and obsolete reserve	(85,263		)	(76,253		)
Inventories, net	$	1,060,670		$	1,086,663

During 2013, 2012 and 2011, we recognized expenses of $24.4 million,$18.2 million and $16.5 million, respectively, for excess and obsolete inventory. These expenses are included in cost of sales ("COS") in our consolidated statements of income.

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5. STOCK-BASED COMPENSATION PLANS

We maintain the Flowserve Corporation Equity and Incentive Compensation Plan (the "2010 Plan"), which is a shareholder-approved plan authorizing the issuance of up to 8,700,000 shares of our common stock in the form of incentive stock options, non-statutory stock options, restricted shares, restricted share units and performance-based units (collectively referred to as "Restricted Shares"), stock appreciation rights and bonus stock. Of the 8,700,000 shares of common stock authorized under the 2010 Plan, 5,676,596 were available for issuance as of December 31, 2013. In addition to the 2010 Plan, we also maintain the Flowserve Corporation 2004 Stock Compensation Plan (the "2004 Plan"). The 2004 Plan authorizes the issuance of up to 10,500,000 shares of common stock through grants of Restricted Shares, stock options and other equity-based awards. Of the 10,500,000 shares of common stock authorized under the 2004 Plan, 827,835 were available for issuance as of December 31, 2013. No stock options have been granted since 2006.

Stock Options — Options granted to officers, other employees and directors allow for the purchase of common shares at the market value of our stock on the date the options are granted. Options generally become exercisable over a staggered period ranging from one to five years (most typically from one to three years). At December 31, 2013, all outstanding options were fully vested. Options generally expire 10 years from the date of the grant or within a short period of time following the termination of employment or cessation of services by an option holder. No options were granted during 2013, 2012 or 2011. Information related to stock options issued to officers, other employees and directors prior to 2010 under all plans is presented in the following table:

	2013				2012				2011
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Number of shares under option:
Outstanding — beginning of year	115,362		$	15.00	145,338		$	13.90	204,213		$	13.49
Exercised	(17,400	)	5.91		(24,576	)	10.15		(58,875	)	12.48
Canceled	—		—		(5,400	)	7.65		—		—
Outstanding — end of year	97,962		$	16.61	115,362		$	15.00	145,338		$	13.90
Exercisable — end of year	97,962		$	16.61	115,362		$	15.00	145,338		$	13.90

Additional information relating to the ranges of options outstanding at December 31, 2013, is as follows:

	Weighted Average Remaining Contractual Life	Options Outstanding and Exercisable
Range of Exercise Prices per Share		Number Outstanding	Weighted Average Exercise Price per Share
$ 8.08 - $14.14	1.53	10,500	$	10.32
$14.15 - $16.16	2.12	3,201	16.06
$16.17 - $18.18	2.95	84,261	17.42
		97,962	$	16.61

As of December 31, 2013, we had no unrecognized compensation cost related to outstanding stock option awards.

The weighted average remaining contractual life of options outstanding at December 31, 2013 and 2012 was 2.8 years and 3.3 years, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2013, 2012 and 2011 was $0.8 million, $0.7 million and $1.5 million, respectively. No stock options vested during the years ended December 31, 2013, 2012 and 2011.

Restricted Shares — Generally, the restrictions on Restricted Shares do not expire for a minimum of one year and a maximum of three years, and shares are subject to forfeiture during the restriction period. Most typically, Restricted Share grants have staggered vesting periods over one to three years from grant date. The intrinsic value of the Restricted Shares, which is typically the product of share price at the date of grant and the number of Restricted Shares granted, is amortized on a straight-line basis to compensation expense over the periods in which the restrictions lapse.

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Unearned compensation is amortized to compensation expense over the vesting period of the Restricted Shares. As of December 31, 2013 and 2012, we had $31.5 million and $30.4 million, respectively, of unearned compensation cost related to unvested Restricted Shares, which is expected to be recognized over a weighted-average period of approximately one year. These amounts will be recognized into net earnings in prospective periods as the awards vest. The total fair value of Restricted Shares vested during the years ended December 31, 2013, 2012 and 2011 was $34.9 million, $36.4 million and $35.1 million, respectively.

We recorded stock-based compensation for restricted shares as follows:

	Year Ended December 31,
	2013		2012		2011
	(Amounts in millions)
Stock-based compensation expense	$	35.8	$	35.4	$	32.1
Related income tax benefit	(12.3)		(12.0)		(10.9)
Net stock-based compensation expense	$	23.5	$	23.4	$	21.2

The following table summarizes information regarding Restricted Shares:

	Year Ended December 31, 2013
	Shares		Weighted Average Grant-Date Fair Value
Number of unvested Restricted Shares:
Outstanding — beginning of year	2,376,300		$	37.70
Granted	847,236		51.28
Vested	(1,019,540	)	34.23
Canceled	(183,318	)	42.84
Outstanding — ending of year	2,020,678		$	44.68

Unvested Restricted Shares outstanding as of December 31, 2013, includes approximately 897,000 units with performance-based vesting provisions. Performance-based units are issuable in common stock and vest upon the achievement of pre-defined performance targets, primarily based on our average annual return on net assets over a three-year period as compared with the same measure for a defined peer group for the same period. Most units were granted in three annual grants since January 1, 2011 and have a vesting percentage between 0% and 200% depending on the achievement of the specific performance targets. Compensation expense is recognized ratably over a cliff-vesting period of 36 months based on the fair market value of our common stock on the date of grant, as adjusted for anticipated forfeitures. During the performance period, earned and unearned compensation expense is adjusted based on changes in the expected achievement of the performance targets. Vesting provisions range from 0 to approximately 1,793,000 shares based on performance targets. As of December 31, 2013, we estimate vesting of approximately 1,280,000 shares based on expected achievement of performance targets.

6. DERIVATIVES AND HEDGING ACTIVITIES

Our risk management and foreign currency derivatives and hedging policy specifies the conditions under which we may enter into derivative contracts. See Note 1 for additional information on our purpose for entering into derivatives and our overall risk management strategies. All designated hedging instruments are highly effective.

Beginning in the fourth quarter of 2013 we elected to designate and apply hedge accounting to certain forward exchange contracts. Forward exchange contracts designated as hedging instruments had a notional value of $6.2 million at December 31, 2013. The fair values of assets and liabilities and any changes in those fair values related to designated forward exchange contracts are immaterial for the periods presented below. Forward exchange contracts not designated as hedging instruments had notional values of $610.7 million and $608.9 million at December 31, 2013 and 2012, respectively. At December 31, 2013, the length of forward exchange contracts currently in place ranged from 2 days to 27 months.

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At December 31, 2013 and 2012, we had $140.0 million and $275.0 million, respectively, of notional amount in outstanding designated interest rate swaps with third parties. At December 31, 2013, the maximum remaining length of any interest rate contract in place was approximately 18 months.

We are exposed to risk from credit-related losses resulting from nonperformance by counterparties to our financial instruments. We perform credit evaluations of our counterparties under forward exchange contracts and interest rate swap agreements and expect all counterparties to meet their obligations. We have not experienced credit losses from our counterparties.

The fair value of forward exchange derivative contracts not designated as hedging instruments are summarized below:

	Year Ended December 31,
	2013		2012
	(Amounts in thousands)
Current derivative assets	$	5,215	$	6,104
Noncurrent derivative assets	729		104
Current derivative liabilities	2,207		7,814
Noncurrent derivative liabilities	113		12

The fair value of interest rate swaps and forward exchange derivative contracts designated as hedging instruments are summarized below:

	Year Ended December 31,
	2013		2012
	(Amounts in thousands)
Current derivative assets	$	146	$	—
Noncurrent derivative assets	—		—
Current derivative liabilities	409		1,417
Noncurrent derivative liabilities	37		316

The impact of net changes in the fair values of forward exchange contracts are summarized below:

	Year Ended December 31,
	2013			2012			2011
	(Amounts in thousands)
Loss recognized in income	$	(4,352	)	$	(7,089	)	$	(3,655	)

7. FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of our debt, excluding the Senior Notes, was estimated using interest rates on similar debt recently issued by companies with credit metrics similar to ours and is classified as Level II under the fair value hierarchy. The carrying value of our debt is included in Note 10 and, except for the Senior Notes, approximates fair value. The estimated fair value of the Senior Notes is based on Level I quoted market rates. The estimated fair value of our Senior Notes at December 31, 2013 was $763.1 million compared to the carrying value of $796.9 million. The carrying amounts of our other financial instruments (i.e., cash and cash equivalents, accounts receivable, net and accounts payable) approximated fair value due to their short-term nature at December 31, 2013 and December 31, 2012.

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8. DETAILS OF CERTAIN CONSOLIDATED BALANCE SHEET CAPTIONS

The following tables present financial information of certain consolidated balance sheet captions.

Accounts Receivable, net — Accounts receivable, net were:

	December 31,
	2013			2012
	(Amounts in thousands)
Accounts receivables	$	1,179,400		$	1,125,215
Less: allowance for doubtful accounts	(24,073		)	(21,491		)
Accounts receivable, net	$	1,155,327		$	1,103,724

Property, Plant and Equipment, net — Property, plant and equipment, net were:

	December 31,
	2013			2012
	(Amounts in thousands)
Land	$	79,557		$	68,134
Buildings and improvements	420,364			352,076
Machinery, equipment and tooling	694,179			632,921
Software, furniture and fixtures and other	372,052			385,912
Gross property, plant and equipment	1,566,152			1,439,043
Less: accumulated depreciation	(849,863		)	(784,864		)
Property, plant and equipment, net	$	716,289		$	654,179

Accrued Liabilities — Accrued liabilities were:

	December 31,
	2013		2012
	(Amounts in thousands)
Wages, compensation and other benefits	$	238,238	$	231,995
Commissions and royalties	38,609		34,950
Customer advance payments	340,136		405,580
Progress billings in excess of accumulated costs	40,718		29,002
Warranty costs and late delivery penalties	63,935		61,656
Sales and use tax	15,508		17,727
Income tax	21,939		39,261
Other	101,927		86,422
Accrued liabilities	$	861,010	$	906,593

"Other" accrued liabilities include professional fees, lease obligations, insurance, interest, freight, restructuring charges, accrued cash dividends payable, legal and environmental matters, derivative liabilities and other items, none of which individually exceed 5% of current liabilities.

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Retirement Obligations and Other Liabilities — Retirement obligations and other liabilities were:

	December 31,
	2013		2012
	(Amounts in thousands)
Pension and postretirement benefits	$	199,634	$	233,368
Deferred taxes	110,251		65,505
Deferred compensation	7,596		9,445
Insurance accruals	8,006		10,755
Legal and environmental	35,250		24,691
Uncertain tax positions	82,689		88,676
Other	30,468		24,302
Retirement obligations and other liabilities	$	473,894	$	456,742

9. EQUITY METHOD INVESTMENTS

We occasionally enter into joint venture arrangements with local country partners as our preferred means of entry into countries where barriers to entry may exist. Similar to our consolidated subsidiaries, these unconsolidated joint ventures generally operate within our primary businesses of designing, manufacturing, assembling and distributing fluid motion and control products and services. We have agreements with certain of these joint ventures that restrict us from otherwise entering the respective market and certain joint ventures produce and/or sell our products as part of their broader product offering. Net earnings from investments in unconsolidated joint ventures is reported in net earnings from affiliates in our consolidated statements of income. Given the integrated role of the unconsolidated joint ventures in our business, net earnings from affiliates is presented as a component of operating income.

As discussed in Note 2, effective March 28, 2013, we and our joint venture partner agreed to exit our AIL joint venture, a manufacturer of integrated industrial valves in India. Prior to these transactions, our 50% interest was recorded using the equity method of accounting. As of December 31, 2013, we had investments in seven joint ventures (one located in each of India, Japan, Saudi Arabia, South Korea and the United Arab Emirates and two located in China) that were accounted for using the equity method and are immaterial for disclosure purposes.

10. DEBT AND LEASE OBLIGATIONS

Debt, including capital lease obligations, consisted of:

	December 31,
	2013		2012
	(Amounts in thousands)
4.00% Senior Notes due November 15, 2023, net of unamortized discount	$	298,615	$	—
3.50% Senior Notes due September 15, 2022, net of unamortized discount	498,289		498,124
Term Loan Facility, interest rate of 1.50% and 1.81% at December 31, 2013 and 2012, respectively	370,000		395,000
Capital lease obligations and other borrowings	33,393		35,470
Debt and capital lease obligations	1,200,297		928,594
Less amounts due within one year	72,678		59,478
Total debt due after one year	$	1,127,619	$	869,116

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Scheduled maturities of the Senior Credit Facility (as described below), as well as our Senior Notes and other debt, are:

	Term Loan		Senior Notes and other debt		Total
	(Amounts in thousands)
2014	$	40,000	$	32,678	$	72,678
2015	45,000		715		45,715
2016	60,000		—		60,000
2017	60,000		—		60,000
2018	165,000		—		165,000
Thereafter	—		796,904		796,904
Total	$	370,000	$	830,297	$	1,200,297

Senior Notes

On November 1, 2013 we completed the public offering of $300.0 million in aggregate principal amount of senior notes due November 15, 2023 ("2023 Senior Notes"). The 2023 Senior Notes bear an interest rate of 4.00% per year, payable on May 15 and November 15 of each year, commencing on May 15, 2014. The 2023 Senior Notes were priced at 99.532% of par value, reflecting a discount to the aggregate principal amount. We used a portion of the net proceeds of the 2023 Senior Notes offering to repay amounts outstanding under our revolving credit facility described below. We used the remaining portion of the net proceeds for general corporate purposes, including the acquisition of Innomag described in Note 2.

On September 11, 2012, we completed the public offering of $500.0 million in aggregate principal amount of senior notes due September 15, 2022 ("2022 Senior Notes"). The 2022 Senior Notes bear an interest rate of 3.50% per year, payable on March 15 and September 15 of each year. The 2022 Senior Notes were priced at 99.615% of par value, reflecting a discount to the aggregate principal amount. We used a portion of the net proceeds of the 2022 Senior Notes offering to repay the $250.0 million outstanding principal balance on the Bridge Loan (described below). We used the remaining portion of the net proceeds for general corporate purposes, including repayment of the outstanding balance on our Revolving Credit Facility and the repurchase of shares of our common stock (as discussed in Note 15).

We have the right to redeem the 2022 Senior Notes and 2023 Senior Notes at any time prior to June 15, 2022 and August 15, 2023, respectively, in whole or in part, at our option, at a redemption price equal to the greater of: (1) 100% of the principal amount of the senior notes being redeemed; or (2) the sum of the present values of the remaining scheduled payments of principal and interest in respect of the Senior Notes being redeemed discounted to the redemption date on a semi-annual basis, at the applicable Treasury Rate plus 30 basis points for the 2022 Senior Notes and plus 25 basis points for the 2023 Senior Notes. In addition, at any time on or after June 15, 2022 for the 2022 Senior Notes and August 15, 2023 for the 2023 Senior Notes, we may redeem the Senior Notes at a redemption price equal to 100% of the principal amount of the Senior Notes being redeemed. In each case, we will also pay the accrued and unpaid interest on the principal amount being redeemed to the redemption date.

Both the 2022 Senior Notes and 2023 Senior Notes are unsecured and are jointly and severally and fully and unconditionally guaranteed by certain of our 100% owned domestic subsidiaries that are guarantors under our Senior Credit Facility (described below). The guarantees will be automatically and unconditionally released and discharged when: the guarantor subsidiary is sold or sells all of its assets; the requirement for legal or covenant defeasance or to discharge our obligations has been satisfied; or upon the delivery of an officer's certificate to the trustee that such guarantor subsidiary does not guarantee our obligations under our Senior Credit Facility. Both the 2022 Senior Notes and 2023 Senior Notes rank equally in right of payment with all of our other senior unsecured indebtedness.

Senior Credit Facility

On October 4, 2013 we amended our existing credit agreement that provided for an initial $400.0 million term loan (“Term Loan Facility”) and a revolving credit facility (“Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Credit Facility”). The significant amendments extended the maturity of our Senior Credit Facility by one year to October 4, 2018, increased the Revolving Credit Facility from $850.0 million to $1.0 billion and removed the $300.0 million sublimit for the issuance of performance letters of credit. The Revolving Credit Facility retains its $30.0 million sublimit for swing line loans and all other significant existing terms under the credit agreement remained unchanged. As of December 31, 2013 and December 31, 2012, we had no amounts outstanding under the Revolving Credit Facility. We had outstanding letters of credit of $106.1 million and $152.2 million at December 31, 2013 and December 31, 2012, respectively, which reduced our borrowing capacity to $893.9 million and

70

$697.8 million, respectively. Under the Senior Credit Facility and subject to certain conditions, we have the right to increase the amount of the Term Loan Facility or the Revolving Credit Facility by an aggregate amount not to exceed $400.0 million. Our obligations under the Senior Credit Facility are guaranteed by certain of our 100% owned domestic subsidiaries. Such guarantees are released if we achieve certain credit ratings. We had not achieved these ratings as of December 31, 2013. Future borrowings under the Revolving Credit Facility will be subject to various conditions, including the absence of any default under the Senior Credit Facility.

The Senior Credit Facility contains, among other things, covenants defining our and our subsidiaries' ability to dispose of assets, merge, pay dividends, repurchase or redeem capital stock and indebtedness, incur indebtedness and guarantees, create liens, enter into agreements with negative pledge clauses, make certain investments or acquisitions, enter into transactions with affiliates or engage in any business activity other than our existing business. The Senior Credit Facility requires us to have a maximum permitted leverage ratio of 3.25 times debt to total Consolidated EBITDA (as defined in the Senior Credit Facility) and a minimum interest coverage of 3.25 times Consolidated EBITDA to total interest expense. Our compliance with these financial covenants under the Senior Credit Facility is tested quarterly. We were in compliance with the covenants as of December 31, 2013.

Repayment of Obligations —We may prepay loans under our Senior Credit Facility in whole or in part, without premium or penalty, at any time. A commitment fee, which is payable quarterly on the daily unused portions of the Senior Credit Facility, was 0.175% (per annum) at December 31, 2013. We made scheduled principal repayments under our Term Loan Facility of $25.0 million and $5.0 million in 2013 and 2012, respectively. We made scheduled principal payments of $12.5 million and $25.0 million under our prior credit agreement in 2012 and 2011, respectively. We have scheduled principal repayments of $10.0 million due in each of the next four quarters of 2014 under our Term Loan Facility. Our Senior Credit Facility bears a floating rate of interest, and we have entered into $140.0 million of notional amount of interest rate swaps at December 31, 2013 to hedge exposure to floating interest rates.

Bridge Loan

On June 15, 2012, we entered into a loan agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto, providing for a term loan with an aggregate commitment of $250.0 million for a term of 364 days (“Bridge Loan”). The proceeds from the Bridge Loan were used to fund our share repurchase program described in Note 15 to our consolidated financial statements included in this Annual Report. The Bridge Loan was repaid in its entirety in the third quarter of 2012 using a portion of the net proceeds from the 2022 Senior Notes offering.

European Letter of Credit Facility

Due to the increased capacity and the removal of the performance letters of credit sublimit of the amended Revolving Credit Facility, we elected not to renew our 364-day unsecured, committed €125.0 million European Letter of Credit Facility ("European LOC Facility"), which expired in October 2013, however, the existing letters of credit remain outstanding and are still bound by the facility's covenants. The European LOC facility's covenants restrict the ability of certain foreign subsidiaries to issue debt, incur liens, sell assets, merge, consolidate, make certain investments, pay dividends, enter into agreements with negative pledge clauses or engage in any business activity other than our existing business. The European LOC Facility also incorporates by reference the covenants contained in our Senior Credit Facility. We were in compliance with all covenants under our European LOC Facility as of December 31, 2013.

The remaining outstanding letters of credit will mature over the next five years. We had outstanding letters of credit drawn on the European LOC Facility of €69.6 million ($95.4 million) and €63.1 million ($83.3 million) as of December 31, 2013 and 2012, respectively.

Operating Leases

We have non-cancelable operating leases for certain offices, service and quick response centers, certain manufacturing and operating facilities, machinery, equipment and automobiles. Rental expense relating to operating leases was $62.3 million, $63.6 million and $52.8 million in 2013, 2012 and 2011, respectively.

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The future minimum lease payments due under non-cancelable operating leases are (amounts in thousands):

Year Ended December 31,
2014	$	54,109
2015	42,798
2016	32,659
2017	25,610
2018	19,954
Thereafter	47,022
Total minimum lease payments	$	222,152

11. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

On September 11, 2012 and November 1, 2013, we completed public offerings of Senior Notes that are fully and unconditionally and jointly and severally guaranteed by certain of our 100%owned domestic subsidiaries. The following condensed consolidating financial statements present the financial position, results of operations and cash flows of Flowserve Corporation (referred to as “Parent” for the purpose of this note only) on a Parent−only (Issuer) basis, the combined guarantor subsidiaries on a guarantor−only basis, the combined non-guarantor subsidiaries on a non-guarantor-only basis and elimination adjustments necessary to arrive at the information for the Parent, guarantor subsidiaries and non-guarantor subsidiaries on a condensed consolidated basis. Investments in subsidiaries have been accounted for using the equity method for this presentation.

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CONDENSED CONSOLIDATING BALANCE SHEETS

	December 31, 2013
	Parent (Issuer)		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
(Amounts in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	29,086	$	—	$	334,718	$	—		$	363,804
Accounts receivable, net	—		263,594		891,733		—			1,155,327
Intercompany receivables	—		155,422		74,089		(229,511		)	—
Inventories, net	—		371,172		689,498		—			1,060,670
Other current assets	1,879		144,551		121,151		—			267,581
Total current assets	30,965		934,739		2,111,189		(229,511		)	2,847,382
Property, plant and equipment, net	—		220,072		496,217		—			716,289
Goodwill	—		715,722		391,829		—			1,107,551
Intercompany receivables	432,500		9,520		186,789		(628,809		)	—
Investment in consolidated subsidiaries	2,579,701		1,850,998		—		(4,430,699		)	—
Other assets, net	15,486		211,755		138,270		—			365,511
Total assets	$	3,058,652	$	3,942,806	$	3,324,294	$	(5,289,019	)	$	5,036,733
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	—	$	163,254	$	448,838	$	—		$	612,092
Intercompany payables	81		74,008		155,422		(229,511		)	—
Accrued liabilities	12,874		293,012		555,124		—			861,010
Debt due within one year	40,000		5		32,673		—			72,678
Deferred taxes	—		—		12,319		—			12,319
Total current liabilities	52,955		530,279		1,204,376		(229,511		)	1,558,099
Long-term debt due after one year	1,126,904		—		715		—			1,127,619
Intercompany payables	1,144		618,145		9,520		(628,809		)	—
Retirement obligations and other liabilities	7,270		214,681		251,943		—			473,894
Total liabilities	1,188,273		1,363,105		1,466,554		(858,320		)	3,159,612
Total Flowserve Corporation shareholders’ equity	1,870,379		2,579,701		1,850,998		(4,430,699		)	1,870,379
Noncontrolling interests	—		—		6,742		—			6,742
Total equity	1,870,379		2,579,701		1,857,740		(4,430,699		)	1,877,121
Total liabilities and equity	$	3,058,652	$	3,942,806	$	3,324,294	$	(5,289,019	)	$	5,036,733

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	December 31, 2012
	Parent (Issuer)		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
(Amounts in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	2,609	$	—	$	301,643	$	—		$	304,252
Accounts receivable, net	—		255,164		848,560		—			1,103,724
Intercompany receivables	—		157,447		42,836		(200,283		)	—
Inventories, net	—		382,360		704,303		—			1,086,663
Other current assets, net	1,967		123,152		120,458		—			245,577
Total current assets	4,576		918,123		2,017,800		(200,283		)	2,740,216
Property, plant and equipment, net	—		204,032		450,147		—			654,179
Goodwill	—		671,858		381,994		—			1,053,852
Intercompany receivables	462,500		10,363		85,316		(558,179		)	—
Investment in consolidated subsidiaries	2,321,597		1,604,462		—		(3,926,059		)	—
Other assets, net	14,879		175,771		172,061		—			362,711
Total assets	$	2,803,552	$	3,584,609	$	3,107,318	$	(4,684,521	)	$	4,810,958
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	—	$	158,028	$	458,872	$	—		$	616,900
Intercompany payables	35		42,801		157,447		(200,283		)	—
Accrued liabilities	11,610		314,162		580,821		—			906,593
Debt due within one year	25,000		5		34,473		—			59,478
Deferred taxes	—		—		7,654		—			7,654
Total current liabilities	36,645		514,996		1,239,267		(200,283		)	1,590,625
Long-term debt due after one year	868,124		20		972		—			869,116
Intercompany payables	1,144		546,672		10,363		(558,179		)	—
Retirement obligations and other liabilities	7,420		201,324		247,998		—			456,742
Total liabilities	913,333		1,263,012		1,498,600		(758,462		)	2,916,483
Total Flowserve Corporation shareholders’ equity	1,890,219		2,321,597		1,604,462		(3,926,059		)	1,890,219
Noncontrolling interests	—		—		4,256		—			4,256
Total equity	1,890,219		2,321,597		1,608,718		(3,926,059		)	1,894,475
Total liabilities and equity	$	2,803,552	$	3,584,609	$	3,107,318	$	(4,684,521	)	$	4,810,958

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CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

	Year Ended December 31, 2013
	Parent (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
(Amounts in thousands)
Sales	$	—		$	1,952,235		$	3,388,258		$	(385,874	)	$	4,954,619
Cost of sales	—			(1,281,035		)	(2,371,363		)	385,874			(3,266,524		)
Gross profit	—			671,200			1,016,895			—			1,688,095
Selling, general and administrative expense	(3,079		)	(400,609		)	(563,141		)	—			(966,829		)
Net earnings from affiliates	—			1,175			37,842			—			39,017
Net earnings from consolidated subsidiaries, net of tax	505,764			345,465			—			(851,229		)	—
Operating income	502,685			617,231			491,596			(851,229		)	760,283
Interest expense, net	(29,729		)	(11,685		)	(11,568		)	—			(52,982		)
Other expense, net	—			(767		)	(13,513		)	—			(14,280		)
Earnings before income taxes	472,956			604,779			466,515			(851,229		)	693,021
Provision for income taxes	12,574			(99,015		)	(118,260		)	—			(204,701		)
Net earnings, including noncontrolling interests	485,530			505,764			348,255			(851,229		)	488,320
Less: Net earnings attributable to noncontrolling interests	—			—			(2,790		)	—			(2,790		)
Net earnings attributable to Flowserve Corporation	$	485,530		$	505,764		$	345,465		$	(851,229	)	$	485,530
Comprehensive income attributable to Flowserve Corporation	$	488,363		$	508,929		$	316,484		$	(825,413	)	$	488,363

	Year Ended December 31, 2012
	Parent (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
(Amounts in thousands)
Sales	$	—		$	1,833,613		$	3,272,519		$	(354,793	)	$	4,751,339
Cost of sales	—			(1,190,206		)	(2,334,975		)	354,793			(3,170,388		)
Gross profit	—			643,407			937,544			—			1,580,951
Selling, general and administrative expense	(3,571		)	(390,713		)	(527,841		)	—			(922,125		)
Net earnings from affiliates	—			3,855			13,097			—			16,952
Net earnings from consolidated subsidiaries, net of tax	456,740			309,223			—			(765,963		)	—
Operating income	453,169			565,772			422,800			(765,963		)	675,778
Interest expense, net	(9,881		)	(19,347		)	(13,338		)	—			(42,566		)
Other expense, net	—			(683		)	(20,964		)	—			(21,647		)
Earnings before income taxes	443,288			545,742			388,498			(765,963		)	611,565
Provision for income taxes	5,051			(89,002		)	(76,815		)	—			(160,766		)
Net earnings, including noncontrolling interests	448,339			456,740			311,683			(765,963		)	450,799
Less: Net earnings attributable to noncontrolling interests	—			—			(2,460		)	—			(2,460		)
Net earnings attributable to Flowserve Corporation	$	448,339		$	456,740		$	309,223		$	(765,963	)	$	448,339
Comprehensive income attributable to Flowserve Corporation	$	440,127		$	446,536		$	292,167		$	(738,703	)	$	440,127

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	Year Ended December 31, 2011
	Parent (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
(Amounts in thousands)
Sales	$	—		$	1,735,809		$	3,120,802		$	(346,410	)	$	4,510,201
Cost of sales	—			(1,104,642		)	(2,238,323		)	346,410			(2,996,555		)
Gross profit	—			631,167			882,479			—			1,513,646
Selling, general and administrative expense	(7,236		)	(368,818		)	(538,026		)	—			(914,080		)
Net earnings from affiliates	—			3,819			15,292			—			19,111
Net earnings from consolidated subsidiaries, net of tax	434,436			272,111			—			(706,547		)	—
Operating income	427,200			538,279			359,745			(706,547		)	618,677
Interest expense, net	(1,088		)	(18,615		)	(14,897		)	—			(34,600		)
Other (expense) income, net	—			(2,858		)	6,536			—			3,678
Earnings before income taxes	426,112			516,806			351,384			(706,547		)	587,755
Provision for income taxes	2,470			(82,370		)	(78,624		)	—			(158,524		)
Net earnings, including noncontrolling interests	428,582			434,436			272,760			(706,547		)	429,231
Less: Net earnings attributable to noncontrolling interests	—			—			(649		)	—			(649		)
Net earnings attributable to Flowserve Corporation	$	428,582		$	434,436		$	272,111		$	(706,547	)	$	428,582
Comprehensive income attributable to Flowserve Corporation	$	362,991		$	369,193		$	216,653		$	(585,846	)	$	362,991

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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Year Ended December 31, 2013
	Parent (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
(Amounts in thousands)
Net cash flows provided by operating activities	$	261,741		$	279,594		$	214,066		$	(267,642	)	$	487,759
Cash flows — Investing activities:
Capital expenditures	—			(44,380		)	(94,710		)	—			(139,090		)
Payments for acquisitions, net of cash acquired	—			(66,658		)	(10,143		)	—			(76,801		)
Intercompany loan proceeds	30,000			911			72,037			(102,948		)	—
Intercompany loan payments	—			(68		)	(173,510		)	173,578			—
Proceeds from disposal of assets	—			110			1,543			—			1,653
Proceeds from equity investments in affiliates	—			—			46,240			—			46,240
Net cash flows provided (used) by investing activities	30,000			(110,085		)	(158,543		)	70,630			(167,998		)
Cash flows — Financing activities:
Excess tax benefits from stock-based payment arrangements	—			8,266			1,845			—			10,111
Payments on long-term debt	(25,000		)	—			—			—			(25,000		)
Proceeds from issuance of senior notes	298,596			—			—			—			298,596
Borrowings under other financing arrangements, net	—			(20		)	(381		)	—			(401		)
Repurchases of common shares	(458,310		)	—			—			—			(458,310		)
Payments of dividends	(76,897		)	—			—			—			(76,897		)
Payments of deferred loan costs	(3,744		)	—			—			—			(3,744		)
Intercompany loan proceeds	—			173,510			68			(173,578		)	—
Intercompany loan payments	—			(102,037		)	(911		)	102,948			—
Intercompany dividends	—			(249,228		)	(18,414		)	267,642			—
All other financing, net	91			—			(270		)	—			(179		)
Net cash flows used by financing activities	(265,264		)	(169,509		)	(18,063		)	197,012			(255,824		)
Effect of exchange rate changes on cash	—			—			(4,385		)	—			(4,385		)
Net change in cash and cash equivalents	26,477			—			33,075			—			59,552
Cash and cash equivalents at beginning of year	2,609			—			301,643			—			304,252
Cash and cash equivalents at end of year	$	29,086		$	—		$	334,718		$	—		$	363,804

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	Year Ended December 31, 2012
	Parent (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
(Amounts in thousands)
Net cash flows provided by operating activities	$	277,076		$	193,819		$	298,616		$	(252,381	)	$	517,130
Cash flows — Investing activities:
Capital expenditures	—			(43,600		)	(91,939		)	—			(135,539		)
Payments for acquisitions, net of cash acquired	—			—			(3,996		)	—			(3,996		)
Intercompany loan proceeds	12,499			32,705			54,746			(99,950		)	—
Intercompany loan payments	—			(28,372		)	(138,918		)	167,290			—
Intercompany capital contribution	—			(483		)	—			483			—
Proceeds from disposal of assets	—			2,268			14,665			—			16,933
Affiliate investment activity, net	—			—			(3,825		)	—			(3,825		)
Net cash flows provided (used) by investing activities	12,499			(37,482		)	(169,267		)	67,823			(126,427		)
Cash flows — Financing activities:
Excess tax benefits from stock-based payment arrangements	—			8,985			2,222			—			11,207
Payments on long-term debt	(480,000		)	—			—			—			(480,000		)
Proceeds from issuance of senior notes	498,075			—			—			—			498,075
Proceeds from issuance of long-term debt	400,000			—			—			—			400,000
Net borrowings (payments) under other financing arrangements	9			(20		)	5,818			—			5,807
Repurchases of common shares	(771,942		)	—			—			—			(771,942		)
Payments of dividends	(73,765		)	—			—			—			(73,765		)
Payment of deferred loan costs	(9,901		)	—			—			—			(9,901		)
Intercompany loan proceeds	—			138,918			28,372			(167,290		)	—
Intercompany loan payments	—			(67,245		)	(32,705		)	99,950			—
Intercompany capital contribution	—			—			483			(483		)	—
Intercompany dividends	—			(236,975		)	(15,406		)	252,381			—
All other financing, net	250			—			(8,653		)	—			(8,403		)
Net cash flows used by financing activities	(437,274		)	(156,337		)	(19,869		)	184,558			(428,922		)
Effect of exchange rate changes on cash	—			—			5,115			—			5,115
Net change in cash and cash equivalents	(147,699		)	—			114,595			—			(33,104		)
Cash and cash equivalents at beginning of year	150,308			—			187,048			—			337,356
Cash and cash equivalents at end of year	$	2,609		$	—		$	301,643		$	—		$	304,252

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	Year Ended December 31, 2011
	Parent (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
(Amounts in thousands)
Net cash flows provided by operating activities	$	157,811		$	135,303		$	77,557		$	(152,458	)	$	218,213
Cash flows — Investing activities:
Capital expenditures	—			(30,138		)	(77,829		)	—			(107,967		)
Payments for acquisitions, net of cash acquired	—			(90,505		)	—			—			(90,505		)
Intercompany return of capital	—			109,432			—			(109,432		)	—
Intercompany loan proceeds	25,000			28,267			—			(53,267		)	—
Proceeds from disposal of assets	—			130			4,139			—			4,269
Net cash flows provided (used) by investing activities	25,000			17,186			(73,690		)	(162,699		)	(194,203		)
Cash flows — Financing activities:
Excess tax benefits from stock-based payment arrangements	—			3,963			1,705			—			5,668
Payments on long-term debt	(25,000		)	—			—			—			(25,000		)
Net (payments) proceeds under other financing arrangements	—			(20		)	1,601			—			1,581
Repurchase of common shares	(150,000		)	—			—			—			(150,000		)
Payment of dividends	(69,557		)	—			—			—			(69,557		)
Intercompany loan payments	—			(25,000		)	(28,267		)	53,267			—
Intercompany distributions of capital	—			—			(109,432		)	109,432			—
Intercompany dividends	—			(131,432		)	(21,026		)	152,458			—
All other financing, net	547			—			(2,195		)	—			(1,648		)
Net cash flows used by financing activities	(244,010		)	(152,489		)	(157,614		)	315,157			(238,956		)
Effect of exchange rate changes on cash	—			—			(5,277		)	—			(5,277		)
Net change in cash and cash equivalents	(61,199		)	—			(159,024		)	—			(220,223		)
Cash and cash equivalents at beginning of year	211,507			—			346,072			—			557,579
Cash and cash equivalents at end of year	$	150,308		$	—		$	187,048		$	—		$	337,356

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12. PENSION AND POSTRETIREMENT BENEFITS

We sponsor several noncontributory defined benefit pension plans, covering substantially all U.S. employees and certain non-U.S. employees, which provide benefits based on years of service, age, job grade levels and type of compensation. Retirement benefits for all other covered employees are provided through contributory pension plans, cash balance pension plans and government-sponsored retirement programs. All funded defined benefit pension plans receive funding based on independent actuarial valuations to provide for current service and an amount sufficient to amortize unfunded prior service over periods not to exceed 30 years, with funding falling within the legal limits prescribed by prevailing regulation. We also maintain unfunded defined benefit plans that, as permitted by local regulations, receive funding only when benefits become due.

Our defined benefit plan strategy is to ensure that current and future benefit obligations are adequately funded in a cost-effective manner. Additionally, our investing objective is to achieve the highest level of investment performance that is compatible with our risk tolerance and prudent investment practices. Because of the long-term nature of our defined benefit plan liabilities, our funding strategy is based on a long-term perspective for formulating and implementing investment policies and evaluating their investment performance.

The asset allocation of our defined benefit plans reflect our decision about the proportion of the investment in equity and fixed income securities, and, where appropriate, the various sub-asset classes of each. At least annually, we complete a comprehensive review of our asset allocation policy and the underlying assumptions, which includes our long-term capital markets rate of return assumptions and our risk tolerances relative to our defined benefit plan liabilities.

The expected rates of return on defined benefit plan assets are derived from review of the asset allocation strategy, 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.

Our U.S. defined benefit plan assets consist of a balanced portfolio of primarily U.S. equity and fixed income securities. Our non-U.S. defined benefit plan assets include a significant concentration of United Kingdom ("U.K.") equity and fixed income securities. We monitor investment allocations and manage plan assets to maintain acceptable levels of risk. In addition, certain of our defined benefit plans hold investments in European equity and fixed income securities.

For all periods presented, we used a measurement date of December 31 for each of our U.S. and non-U.S. pension and postretirement medical plans.

U.S. Defined Benefit Plans 

We maintain qualified and non-qualified defined benefit pension plans in the U.S. The qualified plan provides coverage for substantially all full-time U.S. employees who receive benefits, up to an earnings threshold specified by the U.S. Department of Labor. The non-qualified plans primarily cover a small number of employees including current and former members of senior management, providing them with benefit levels equivalent to other participants, but that are otherwise limited by U.S. Department of Labor rules. The U.S. plans are designed to operate as "cash balance" arrangements, under which the employee has the option to take a lump sum payment at the end of their service. The total accumulated benefit obligation is equivalent to the total projected benefit obligation ("Benefit Obligation").

The following are assumptions related to the U.S. defined benefit pension plans:

	Year Ended December 31,
	2013		2012		2011
Weighted average assumptions used to determine Benefit Obligations:
Discount rate	4.50	%	3.75	%	4.50	%
Rate of increase in compensation levels	4.25		4.25		4.25
Weighted average assumptions used to determine net pension expense:
Long-term rate of return on assets	6.00	%	6.25	%	6.25	%
Discount rate	3.75		4.50		5.00
Rate of increase in compensation levels	4.25		4.25		4.25

At December 31, 2013 as compared with December 31, 2012, we increased our discount rate from 3.75% to 4.50% based on an analysis of publicly-traded investment grade U.S. corporate bonds, which had a higher yield due to current market conditions.

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At December 31, 2013 as compared with December 31, 2012 our average assumed rate of compensation increase remained constant at 4.25%. In determining 2013 expense, the expected rate of return on U.S. plan assets is slightly lower than 2012 at 6.00%, primarily based on our target allocations and expected long-term asset returns. The long-term rate of return assumption is calculated using a quantitative approach that utilizes unadjusted historical returns and asset allocation as inputs for the calculation.

Net pension expense for the U.S. defined benefit pension plans (including both qualified and non-qualified plans) was:

	Year Ended December 31,
	2013			2012			2011
	(Amounts in thousands)
Service cost	$	23,355		$	21,222		$	19,754
Interest cost	15,089			16,458			17,217
Expected return on plan assets	(19,952		)	(21,153		)	(21,692		)
Settlement and curtailment of benefits	(28		)	—			—
Amortization of unrecognized prior service benefit	(87		)	(1,238		)	(1,238		)
Amortization of unrecognized net loss	14,280			12,177			10,784
U.S. net pension expense	$	32,657		$	27,466		$	24,825

The estimated prior service benefit and the estimated net loss for the U.S. defined benefit pension plans that will be amortized from accumulated other comprehensive loss into pension expense in 2014 is $0.3 million and $8.3 million, respectively. We amortize estimated prior service benefits and estimated net losses over the remaining expected service period.

The following summarizes the net pension asset (liability) for U.S. plans:

	December 31,
	2013			2012
	(Amounts in thousands)
Plan assets, at fair value	$	410,462		$	380,342
Benefit Obligation	(405,812		)	(423,547		)
Funded status	$	4,650		$	(43,205	)

The following summarizes amounts recognized in the balance sheet for U.S. plans:

	December 31,
	2013			2012
	(Amounts in thousands)
Noncurrent assets	$	14,355		$	—
Current liabilities	(500		)	(475		)
Noncurrent liabilities	(9,205		)	(42,730		)
Funded status	$	4,650		$	(43,205	)

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The following is a summary of the changes in the U.S. defined benefit plans’ pension obligations:

	2013			2012
	(Amounts in thousands)
Balance — January 1	$	423,547		$	387,131
Service cost	23,355			21,222
Interest cost	15,089			16,458
Actuarial (gain) loss	(22,356		)	21,960
Benefits paid	(33,823		)	(23,224		)
Balance — December 31	$	405,812		$	423,547
Accumulated benefit obligations at December 31	$	405,812		$	423,547

The following table summarizes the expected cash benefit payments for the U.S. defined benefit pension plans in the future (amounts in millions):

2014	$	34.4
2015	35.5
2016	36.7
2017	37.7
2018	39.1
2019-2023	203.7

The following table shows the change in accumulated other comprehensive loss attributable to the components of the net cost and the change in Benefit Obligations for U.S. plans, net of tax:

	2013			2012			2011
	(Amounts in thousands)
Balance — January 1	$	(90,270	)	$	(98,745	)	$	(95,258	)
Amortization of net loss	8,919			7,605			6,718
Amortization of prior service benefit	(54		)	(773		)	(771		)
Net gain (loss) arising during the year	26,312			1,643			(9,434		)
Settlement gain	(17		)	—			—
Balance — December 31	$	(55,110	)	$	(90,270	)	$	(98,745	)

Amounts recorded in accumulated other comprehensive loss consist of:

	December 31,
	2013			2012
	(Amounts in thousands)
Unrecognized net loss	$	(54,391	)	$	(89,612	)
Unrecognized prior service cost	(719		)	(658		)
Accumulated other comprehensive loss, net of tax	$	(55,110	)	$	(90,270	)

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The following is a reconciliation of the U.S. defined benefit pension plans’ assets:

	2013			2012
	(Amounts in thousands)
Balance — January 1	$	380,342		$	349,986
Return on plan assets	39,749			45,716
Company contributions	24,194			7,864
Benefits paid	(33,823		)	(23,224		)
Balance — December 31	$	410,462		$	380,342

We contributed $24.2 million and $7.9 million to the U.S. defined benefit pension plans during 2013 and 2012, respectively. These payments exceeded the minimum funding requirements mandated by the U.S. Department of Labor rules. Our estimated contribution in 2014 is expected to be approximately $20 million, excluding direct benefits paid.

All U.S. defined benefit plan assets are held by the qualified plan. The asset allocations for the qualified plan at the end of 2013 and 2012 by asset category, are as follows:

	Target Allocation at December 31,				Percentage of Actual Plan Assets at December 31,
Asset category	2013		2012		2013		2012
U.S. Large Cap	19	%	28	%	20	%	28	%
U.S. Small Cap	4	%	4	%	4	%	4	%
International Large Cap	14	%	14	%	14	%	14	%
Emerging Markets	5	%	4	%	5	%	4	%
World Equity	8	%	0	%	8	%	0	%
Equity securities	50	%	50	%	51	%	50	%
Liability Driven Investment	40	%	0	%	39	%	0	%
Long-Term Government / Credit	10	%	21	%	10	%	21	%
Intermediate Bond	0	%	29	%	0	%	29	%
Fixed income	50	%	50	%	49	%	50	%
Other(1)	0	%	0	%	0	%	0	%

_______________________________________

(1) Less than 1% of holdings are in the Other category in 2013.

None of our common stock is directly held by our qualified plan. Our investment strategy is to earn a long-term rate of return consistent with an acceptable degree of risk and minimize our cash contributions over the life of the plan, while taking into account the liquidity needs of the plan. We preserve capital through diversified investments in high quality securities. Our current allocation target is to invest approximately 50% of plan assets in equity securities and 50% in fixed income securities. Within each investment category, assets are allocated to various investment strategies. A professional money management firm manages our assets, and we engage a consultant to assist in evaluating these activities. We periodically review the allocation target, generally in conjunction with an asset and liability study and in consideration of our future cash flow needs. We regularly rebalance the actual allocation to our target investment allocation.

Plan assets are invested in commingled funds and the individual funds are actively managed with the intent to outperform specified benchmarks. Our "Pension and Investment Committee" is responsible for setting the investment strategy and the target asset allocation, as well as selecting individual funds. As the qualified plan approached fully funded status, we implemented a Liability-Driven Investing ("LDI") strategy, which more closely aligns the duration of the assets with the duration of the liabilities. The LDI strategy will result in an asset portfolio that more closely matches the behavior of the liability, thereby protecting the funded status of the plan.

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The plan’s financial instruments, shown below, are presented at fair value. See Note 1 for further discussion on how the hierarchical levels of the fair values of the Plan’s investments are determined. The fair values of our U.S. defined benefit plan assets were:

	At December 31, 2013								At December 31, 2012
			Hierarchical Levels								Hierarchical Levels
	Total		I		II		III		Total		I		II		III
	(Amounts in thousands)								(Amounts in thousands)
Cash and cash equivalents	$	—	$	—	$	—	$	—	$	82	$	82	$	—	$	—
Commingled Funds:
Equity securities
U.S. Large Cap(a)	81,004		—		81,004		—		106,886		—		106,886		—
U.S. Small Cap(b)	17,136		—		17,136		—		15,368		—		15,368		—
International Large Cap(c)	58,675		—		58,675		—		54,159		—		54,159		—
Emerging Markets(d)	19,772		—		19,772		—		15,535		—		15,535		—
World Equity(e)	34,069		—		34,069		—		—		—		—		—
Fixed income securities
Liability Driven Investment (f)	157,638		—		157,638		—		—		—		—		—
Long-Term Government/Credit(g)	39,308		—		39,308		—		80,567		—		80,567		—
Intermediate Bond(h)	—		—		—		—		107,745		—		107,745		—
Other types of investments:
Other(i)	2,860		—		2,860		—		—		—		—		—
	$	410,462	$	—	$	410,462	$	—	$	380,342	$	82	$	380,260	$	—

_______________________________________

(a) U.S. Large Cap funds seek to outperform the Russell 1000 (R) Index with investments in large and medium capitalization U.S. companies represented in the Russell 1000 (R) Index, which is composed of the largest 1,000 U.S. equities as determined by market capitalization.

(b) U.S. Small Cap funds seek to outperform the Russell 2000 (R) Index with investments in medium and small capitalization U.S. companies represented in the Russell 2000 (R) Index, which is composed of the smallest 2,000 U.S. equities as determined by market capitalization.

(c) International Large Cap funds seek to outperform the MSCI Europe, Australia, and Far East Index with investments in most of the developed nations of the world so as to maintain a high degree of diversification among countries and currencies.

(d) Emerging Markets funds represent a diversified portfolio that seeks high, long-term returns comparable to investments in emerging markets by investing in stocks from newly developed emerging market economies.

(e) World Equity funds seek to outperform the Russell Developed Large Cap Index Net over a full market cycle. The fund's goal is to provide a favorable total return relative to the benchmark, primarily through long-term capital appreciation.

(f) LDI funds seek to outperform the Barclays-Russell LDI Index by investing in high quality, mostly corporate bonds and fixed income securities that closely match those found in discount curves used to value the plan's liabilities.

(g) Long-Term Government/Credit funds seek to outperform the Barclays Capital U.S. Long-Term Government/Credit Index by generating excess return through a variety of diversified strategies in securities with longer durations, such as sector rotation, security selection and tactical use of high-yield bonds.

(h) Intermediate Bonds seek to outperform the Barclays Capital U.S. Aggregate Bond Index by generating excess return through a variety of diversified strategies in securities with short to intermediate durations, such as sector rotation, security selection and tactical use of high-yield bonds.

(i) Details have not been provided due to immateriality.

Non-U.S. Defined Benefit Plans

We maintain defined benefit pension plans, which cover some or all of our employees in the following countries: Austria, France, Germany, India, Indonesia, Italy, Japan, Mexico, The Netherlands, Sweden and the U.K. The assets in the U.K. (two

84

plans) and The Netherlands (one plan) represent 97% of the total non-U.S. plan assets ("non-U.S. assets"). Details of other countries’ plan assets have not been provided due to immateriality.

The following are assumptions related to the non-U.S. defined benefit pension plans:

	Year Ended December 31,
	2013		2012		2011
Weighted average assumptions used to determine Benefit Obligations:
Discount rate	4.22	%	4.16	%	5.09	%
Rate of increase in compensation levels	3.83		3.84		3.56
Weighted average assumptions used to determine net pension expense:
Long-term rate of return on assets	5.49	%	5.78	%	6.13	%
Discount rate	4.16		5.09		5.13
Rate of increase in compensation levels	3.84		3.56		3.46

At December 31, 2013 as compared with December 31, 2012, we increased our average discount rate for non-U.S. plans from 4.16% to 4.22%based primarily on rates remaining steady in the Eurozone, U.K. and Venezuela while all other non-U.S. countries discount rates increased. To determine 2013 pension expense, we decreased our average expected rate of return on plan assets from 5.78% at December 31, 2012 to 5.49% at December 31, 2013, primarily as a result of our target asset allocations and expected long-term asset returns.As the expected rate of return on plan assets is long-term in nature, short-term market changes do not significantly impact the rate.

Many of our non-U.S. defined benefit plans are unfunded, as permitted by local regulation. The expected long-term rate of return on assets for funded plans was determined by assessing the rates of return for each asset class and is calculated using a quantitative approach that utilizes unadjusted historical returns and asset allocation as inputs for the calculation. We work with our actuaries to determine the reasonableness of our long-term rate of return assumptions by looking at several factors including historical returns, expected future returns, asset allocation, risks by asset class and other items.

Net pension expense for non-U.S. defined benefit pension plans was:

	Year Ended December 31,
	2013			2012			2011
	(Amounts in thousands)
Service cost	$	6,819		$	4,681		$	5,113
Interest cost	13,486			13,724			13,867
Expected return on plan assets	(9,200		)	(8,542		)	(8,382		)
Amortization of unrecognized net loss	6,650			4,020			2,172
Settlement and other	134			43			239
Non-U.S. net pension expense	$	17,889		$	13,926		$	13,009

The estimated net loss for the defined benefit pension plans that will be amortized from accumulated other comprehensive loss into non-U.S. pension expense in 2014 is $6.9 million. We amortize estimated net losses over the remaining expected service period or over the remaining expected lifetime of inactive participants for plans with only inactive participants.

The following summarizes the net pension liability for non-U.S. plans:

	December 31,
	2013			2012
	(Amounts in thousands)
Plan assets, at fair value	$	195,042		$	173,017
Benefit Obligation	(363,425		)	(340,348		)
Funded status	$	(168,383	)	$	(167,331	)

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The following summarizes amounts recognized in the balance sheet for non-U.S. plans:

	December 31,
	2013			2012
\	(Amounts in thousands)
Noncurrent assets	$	52		$	—
Current liabilities	(9,048		)	(8,398		)
Noncurrent liabilities	(159,387		)	(158,933		)
Funded status	$	(168,383	)	$	(167,331	)

The following is a reconciliation of the non-U.S. plans’ defined benefit pension obligations:

	2013			2012
	(Amounts in thousands)
Balance — January 1	$	340,348		$	271,638
Service cost	6,819			4,681
Interest cost	13,486			13,724
Employee contributions	267			210
Plan amendments and other	1,573			2,114
Actuarial loss(1)	8,664			51,277
Net benefits and expenses paid	(16,491		)	(13,735		)
Currency translation impact(2)	8,759			10,439
Balance — December 31	$	363,425		$	340,348
Accumulated benefit obligations at December 31	$	340,223		$	316,667

_______________________________________

(1) The 2012 actuarial losses primarily reflect the impact of assumption changes in the Euro zone and U.K. plans for 2012.

(2) The currency translation impact reflects the weakening of the U.S. dollar exchange rate against our significant currencies, primarily the British pound and the Euro.

The following table summarizes the expected cash benefit payments for the non-U.S. defined benefit plans in the future (amounts in millions):

2014	$	16.9
2015	16.1
2016	16.8
2017	18.3
2018	19.5
2019-2023	107.8

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The following table shows the change in accumulated other comprehensive loss attributable to the components of the net cost and the change in Benefit Obligations for non-U.S. plans, net of tax:

	2013			2012			2011
	(Amounts in thousands)
Balance — January 1	$	(76,197	)	$	(43,110	)	$	(38,819	)
Amortization of net loss	4,999			2,985			1,609
Net loss arising during the year	(6,091		)	(33,692		)	(6,763		)
Settlement loss	93			100			155
Prior service benefit arising during the year	137			32			191
Currency translation impact and other	(1,804		)	(2,512		)	517
Balance — December 31	$	(78,863	)	$	(76,197	)	$	(43,110	)

Amounts recorded in accumulated other comprehensive loss consist of:

	December 31,
	2013			2012
	(Amounts in thousands)
Unrecognized net loss	$	(77,379	)	$	(74,656	)
Unrecognized prior service cost	(1,484		)	(1,541		)
Accumulated other comprehensive loss, net of tax	$	(78,863	)	$	(76,197	)

The following is a reconciliation of the non-U.S. plans’ defined benefit pension assets:

	2013			2012
	(Amounts in thousands)
Balance — January 1	$	173,017		$	145,112
Return on plan assets	10,480			14,561
Employee contributions	267			210
Company contributions	22,695			20,270
Currency translation impact and other	5,074			6,599
Net benefits and expenses paid	(16,491		)	(13,735		)
Balance — December 31	$	195,042		$	173,017

Our contributions to non-U.S. defined benefit pension plans in 2014 are expected to be approximately $13 million, excluding direct benefits paid.

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The asset allocations for the non-U.S. defined benefit pension plans at the end of 2013 and 2012 are as follows:

	Target Allocation at December 31,				Percentage of Actual Plan Assets at December 31,
Asset category	2013		2012		2013		2012
North American Companies	3	%	5	%	3	%	5	%
U.K. Companies	10	%	19	%	10	%	19	%
European Companies	4	%	6	%	4	%	6	%
Asian Pacific Companies	3	%	5	%	3	%	5	%
Global Equity	8	%	1	%	8	%	1	%
Equity securities	28	%	36	%	28	%	36	%
U.K. Government Gilt Index	28	%	21	%	28	%	21	%
U.K. Corporate Bond Index	21	%	19	%	21	%	19	%
Global Fixed Income Bond	20	%	22	%	20	%	22	%
Fixed income	69	%	62	%	69	%	62	%
Other	3	%	2	%	3	%	2	%

None of our common stock is held directly by these plans. In all cases, our investment strategy for these plans is to earn a long-term rate of return consistent with an acceptable degree of risk and minimize our cash contributions over the life of the plan, while taking into account the liquidity needs of the plan and the legal requirements of the particular country. We preserve capital through diversified investments in high quality securities.

Asset allocation differs by plan based upon the plan’s Benefit Obligation to participants, as well as the results of asset and liability studies that are conducted for each plan and in consideration of our future cash flow needs. Professional money management firms manage plan assets and we engage consultants in the U.K. and The Netherlands to assist in evaluation of these activities. The assets of the U.K. plans are overseen by a group of Trustees who review the investment strategy, asset allocation and fund selection. These assets are passively managed as they are invested in index funds that attempt to match the performance of the specified benchmark index. The assets of The Netherlands plan are independently managed by an outside service provider.

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The fair values of the non-U.S. assets were:

	At December 31, 2013								At December 31, 2012
			Hierarchical Levels								Hierarchical Levels
	Total		I		II		III		Total		I		II		III
	(Amounts in thousands)								(Amounts in thousands)
Cash	$	189	$	189	$	—	$	—	$	261	$	261	$	—	$	—
Commingled Funds:
Equity securities
North American Companies(a)	6,459		—		6,459		—		8,527		—		8,527		—
U.K. Companies(b)	19,448		—		19,448		—		33,389		—		33,389		—
European Companies (c)	8,060		—		8,060		—		10,417		—		10,417		—
Asian Pacific Companies(d)	5,613		—		5,613		—		7,995		—		7,995		—
Global Equity(e)	16,046		—		16,046		—		1,895		—		1,895		—
Fixed income securities
U.K. Government Gilt Index(f)	55,078		—		55,078		—		35,614		—		35,614		—
U.K. Corporate Bond Index(g)	40,039		—		40,039		—		33,311		—		33,311		—
Global Fixed Income Bond(h)	38,335		—		38,335		—		37,476		—		37,476		—
Other(i)	5,775		—		—		5,775		4,132		—		—		4,132
	$	195,042	$	189	$	189,078	$	5,775	$	173,017	$	261	$	168,624	$	4,132

_______________________________________

(a) North American Companies represents U.S. and Canadian large cap equity index funds, which are passively managed and track their respective benchmarks (FTSE All-World USA Index and FTSE All-World Canada Index).

(b) U.K. Companies represents a U.K. equity index fund, which is passively managed and tracks the FTSE All-Share Index.

(c) European companies represents a European equity index fund, which is passively managed and tracks the FTSE All-World Developed Europe Ex-U.K. Index.

(d) Asian Pacific Companies represents Japanese and Pacific Rim equity index funds, which are passively managed and track their respective benchmarks (FTSE All-World Japan Index and FTSE All-World Developed Asia Pacific Ex-Japan Index).

(e) Global Equity represents actively managed, global equity funds taking a top-down strategic view on the different regions by analyzing companies based on fundamentals, market-driven, thematic and quantitative factors to generate alpha.

(f) U.K. Government Gilt Index represents U.K. government issued fixed income investments which are passively managed and track the respective benchmarks (FTSE U.K. Gilt Index-Linked Over 5 Years Index, FTSE U.K. Gilt Over 15 Years Index and FTSE U.K. Gilt Index-Linked Over 25 Years Index).

(g) U.K. Corporate Bond Index represents U.K. corporate bond investments, which are passively managed and track the iBoxx Over 15 years £ Non-Gilt Index.

(h) Global Fixed Income Bond represents mostly European fixed income investment funds that are actively managed, diversified and primarily invested in traditional government bonds, high-quality corporate bonds, asset backed securities, emerging market debt and high yield corporates.

(i) Includes assets held by plans outside the U.K. and The Netherlands. Details, including Level III rollforward details, have not been provided due to immateriality.

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Defined Benefit Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets

The following summarizes key pension plan information regarding U.S. and non-U.S. plans whose accumulated benefit obligations exceed the fair value of their respective plan assets. The decrease in 2013 is primarily due to exclusion of the U.S. Qualified Plan which has a net asset position at December 31, 2013.

	December 31,
	2013		2012
	(Amounts in thousands)
Benefit Obligation	$	367,460	$	758,296
Accumulated benefit obligation	346,684		738,357
Fair value of plan assets	189,827		549,300

Postretirement Medical Plans

We sponsor several 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 and health maintenance organizations. The plans include participant contributions, deductibles, co-insurance provisions and other limitations and are integrated with Medicare and other group plans. We fund the plans as benefits and health maintenance organization premiums 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. Benefits under our postretirement medical plans are not available to new employees or most existing employees.

The following are assumptions related to postretirement benefits:

	Year Ended December 31,
	2013		2012		2011
Weighted average assumptions used to determine Benefit Obligation:
Discount rate	4.00	%	3.25	%	4.25	%
Weighted average assumptions used to determine net expense:
Discount rate	3.25	%	4.25	%	4.75	%

The assumed ranges for the annual rates of increase in medical costs used to determine net expense were 7.5% for 2013, 8.0% for 2012 and 8.5% for 2011, with a gradual decrease to 5.0% for 2032 and future years.

Net postretirement benefit income for postretirement medical plans was:

	Year Ended December 31,
	2013			2012			2011
	(Amounts in thousands)
Service cost	$	6		$	11		$	12
Interest cost	1,066			1,462			1,782
Amortization of unrecognized prior service benefit	—			(41		)	(1,558		)
Amortization of unrecognized net gain	(1,280		)	(1,542		)	(1,463		)
Net postretirement benefit income	$	(208	)	$	(110	)	$	(1,227	)

No estimated prior service benefit or cost is expected to be amortized from accumulated other comprehensive loss into U.S. pension expense in 2014. The estimated net gain for postretirement medical plans that will be amortized from accumulated other comprehensive loss into U.S. expense in 2014 is $1.4 million.

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The following summarizes the accrued postretirement benefits liability for the postretirement medical plans:

	December 31,
	2013			2012
	(Amounts in thousands)
Postretirement Benefit Obligation	$	31,477		$	34,967
Funded status	$	(31,477	)	$	(34,967	)

The following summarizes amounts recognized in the balance sheet for postretirement Benefit Obligation:

	December 31,
	2013			2012
	(Amounts in thousands)
Current liabilities	$	(4,013	)	$	(4,250	)
Noncurrent liabilities	(27,464		)	(30,717		)
Funded status	$	(31,477	)	$	(34,967	)

The following is a reconciliation of the postretirement Benefit Obligation:

	2013			2012
	(Amounts in thousands)
Balance — January 1	$	34,967		$	35,045
Service cost	6			11
Interest cost	1,066			1,462
Employee contributions	2,151			2,126
Medicare subsidies receivable	789			500
Actuarial (gain) loss	(857		)	2,213
Net benefits and expenses paid	(6,645		)	(6,390		)
Balance — December 31	$	31,477		$	34,967

The following presents expected benefit payments for future periods (amounts in millions):

	Expected Payments		Medicare Subsidy
2014	$	4.1	$	0.2
2015	3.9		0.2
2016	3.6		0.2
2017	3.4		0.2
2018	3.1		0.2
2019-2023	11.1		0.9

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The following table shows the change in accumulated other comprehensive loss attributable to the components of the net cost and the change in Benefit Obligations for postretirement benefits, net of tax:

	2013			2012			2011
	(Amounts in thousands)
Balance — January 1	$	4,710		$	7,081		$	7,793
Amortization of net gain	(800		)	(963		)	(911		)
Amortization of prior service benefit	—			(26		)	(971		)
Net gain (loss) arising during the year	535			(1,382		)	1,170
Balance — December 31	$	4,445		$	4,710		$	7,081

Amounts recorded in accumulated other comprehensive loss consist of:

	December 31,
	2013		2012
	(Amounts in thousands)
Unrecognized net gain	$	4,445	$	4,710
Accumulated other comprehensive income, net of tax	$	4,445	$	4,710

We made contributions to the postretirement medical plans to pay benefits of $3.7 million in 2013, $3.8 million in 2012 and $3.9 million in 2011. Because the postretirement medical plans are unfunded, we make contributions as the covered individuals’ claims are approved for payment. Accordingly, contributions during any period are directly correlated to the benefits paid.

Assumed health care cost trend rates have an effect on the amounts reported for the postretirement medical plans. A one-percentage point change in assumed health care cost trend rates would have the following effect on the 2013 reported amounts (in thousands):

	1% Increase		1% Decrease
Effect on postretirement Benefit Obligation	$	207	$	(221	)
Effect on service cost plus interest cost	6		(6		)

Defined Contribution Plans

We sponsor several defined contribution plans covering substantially all U.S. and Canadian employees and certain other non-U.S. employees. Employees may contribute to these plans, and these contributions are matched in varying amounts by us, including opportunities for discretionary matching contributions by us. Defined contribution plan expense was $20.0 million in 2013, $19.3 million in 2012 and $17.8 million in 2011.

Effective January 1, 2013, our common stock is no longer an investment option. Prior to 2013, participants in the U.S. defined contribution plan had the option to invest in our common stock, therefore, the plan assets prior to 2013 include such holdings of our common stock. Participants with existing holdings of our stock on the effective date are able to maintain their holdings until such time as they are reallocated within the plan by the participant or taken as a distribution by the participant.

13. LEGAL MATTERS AND CONTINGENCIES

Asbestos-Related Claims

We are a defendant in a substantial number of lawsuits that seek to recover damages for personal injury allegedly caused by exposure to asbestos-containing products manufactured and/or distributed by our heritage companies in the past. While the overall number of asbestos-related claims has generally declined in recent years, there can be no assurance that this trend will continue, or that the average cost per claim will not further increase. Asbestos-containing materials incorporated into any such products were primarily encapsulated and used as internal components of process equipment, and we do not believe that any significant emission of asbestos fibers occurred during the use of this equipment.

Our practice is to vigorously contest and resolve these claims, and we have been successful in resolving a majority of claims with little or no payment. Historically, a high percentage of resolved claims have been covered by applicable insurance or

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indemnities from other companies, and we believe that a substantial majority of existing claims should continue to be covered by insurance or indemnities. Accordingly, we have recorded a liability for our estimate of the most likely settlement of asserted claims and a related receivable from insurers or other companies for our estimated recovery, to the extent we believe that the amounts of recovery are probable and not otherwise in dispute. Although infrequent, from time to time we have tried cases, one of which resulted in an unfavorable ruling during the third quarter of 2013. The impact of the verdict is not material, and we intend to vigorously contest the ruling. We established a loss reserve and related insurance receivable based on the reasonably estimable and probable outcome of the case. While unfavorable rulings, judgments or settlement terms regarding these claims could have a material adverse impact on our business, financial condition, results of operations and cash flows, we currently believe the likelihood is remote.

Additionally, we have claims pending against certain insurers that, if resolved more favorably than reflected in the recorded receivables, would result in discrete gains in the applicable quarter. We are currently unable to estimate the impact, if any, of unasserted asbestos-related claims, although future claims would also be subject to then existing indemnities and insurance coverage.

United Nations Oil-for-Food Program

In mid-2006, French authorities began an investigation of over 170 French companies, of which one of our French subsidiaries was included, concerning suspected inappropriate activities conducted in connection with the United Nations Oil for Food Program. As previously disclosed, the French investigation of our French subsidiary was formally opened in the first quarter of 2010, and our French subsidiary filed a formal response with the French court. In July 2012, the French court ruled against our procedural motions to challenge the constitutionality of the charges and quash the indictment. While the French Court ruling is currently proceeding through a formal review process, we currently do not expect to incur additional case resolution costs of a material amount in this matter. However, if the French authorities take enforcement action against our French subsidiary regarding its investigation, we may be subject to monetary and non-monetary penalties, which we currently do not believe will have a material adverse financial impact on our company.

In addition to the governmental investigation referenced above, on June 27, 2008, the Republic of Iraq filed a civil suit in federal court in New York against 93 participants in the United Nations Oil-for-Food Program, including us and our two foreign subsidiaries that participated in the program. There have been no material developments in this case since it was initially filed. We intend to vigorously contest the suit, and we believe that we have valid defenses to the claims asserted. While we cannot predict the outcome of the suit at the present time, we do not currently believe the resolution of this suit will have a material adverse financial impact on our company.

Other

We are currently involved as a potentially responsible party at five former public waste disposal sites in various stages of evaluation or remediation. The projected cost of remediation at these sites, as well as our alleged "fair share" allocation, will remain uncertain until all studies have been completed and the parties have either negotiated an amicable resolution or the matter has been judicially resolved. At each site, there are many other parties who have similarly been identified. Many of the other parties identified are financially strong and solvent companies that appear able to pay their share of the remediation costs. Based on our information about the waste disposal practices at these sites and the environmental regulatory process in general, we believe that it is likely that ultimate remediation liability costs for each site will be apportioned among all liable parties, including site owners and waste transporters, according to the volumes and/or toxicity of the wastes shown to have been disposed of at the sites. We believe that our financial exposure for existing disposal sites will not be materially in excess of accrued reserves.

We are also a defendant in a number of other lawsuits, including product liability claims, that are insured, subject to the applicable deductibles, arising in the ordinary course of business, and we are also involved in other uninsured routine litigation incidental to our business. We currently believe none of such litigation, either individually or in the aggregate, is material to our business, operations or overall financial condition. However, litigation is inherently unpredictable, and resolutions or dispositions of claims or lawsuits by settlement or otherwise could have an adverse impact on our financial position, results of operations or cash flows for the reporting period in which any such resolution or disposition occurs.

Although none of the aforementioned potential liabilities can be quantified with absolute certainty except as otherwise indicated above, we have established reserves covering exposures relating to contingencies, to the extent believed to be reasonably estimable and probable based on past experience and available facts. While additional exposures beyond these reserves could exist, they currently cannot be estimated. We will continue to evaluate and update the reserves as necessary and appropriate.

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14. WARRANTY RESERVE

We have recorded reserves for product warranty claims that are included in current liabilities. The following is a summary of the activity in the warranty reserve:

	2013			2012			2011
	(Amounts in thousands)
Balance — January 1	$	35,400		$	38,033		$	34,374
Accruals for warranty expense, net of adjustments	33,504			28,851			35,535
Settlements made	(31,076		)	(31,484		)	(31,876		)
Balance — December 31	$	37,828		$	35,400		$	38,033

15. SHAREHOLDERS’ EQUITY

Stock Split –On May 23, 2013, our certificate of incorporation was amended to increase the number of authorized shares of common stock from 120.0 million to 305.0 million and enable a three-for-one stock split approved by the Board of Directors on February 7, 2013 in the form of a 200% common stock dividend. The record date for the stock split was June 7, 2013, and additional shares were distributed on June 21, 2013. As a result of the three-for-one stock split, 117,861,772 shares of common stock were issued. The par value of the common stock remained unchanged at $1.25 per share, which required $147.3 million to be retrospectively reclassified from capital in excess of par value to common shares all within the shareholders' equity section of our consolidated balance sheets. Shareholders' equity and all share data, including treasury shares and stock-based compensation award shares, and per share data presented herein have been retrospectively adjusted to reflect the impact of the increase in authorized shares and the stock split, as appropriate.

Dividends - On February 17, 2014, our Board of Directors authorized an increase in the payment of quarterly dividends on our common stock from $0.14 per share to $0.16 per share payable beginning on April 11, 2014. On February 19, 2013, our Board of Directors authorized an increase in the payment of quarterly dividends on our common stock from $0.12 per share to $0.14 per share payable beginning on April 12, 2013. On February 20, 2012, our Board of Directors authorized an increase in the payment of dividends on our common stock from $0.11 per share to $0.12 per share payable quarterly beginning on April 13, 2012. Generally, our dividend date-of-record is in the last month of the quarter, and the dividend is paid the following month. Any subsequent dividends will be reviewed by our Board of Directors and declared in its discretion dependent on its assessment of our financial situation and business outlook at the applicable time.

Share Repurchase Program – On May 31, 2012, we announced that our Board of Directors endorsed a capital structure strategy that expanded our share repurchase program to $1.0 billion. On February 19, 2013, our Board of Directors approved a $750 million share repurchase authorization, which included approximately $193 million of remaining capacity under the $1.0 billion share repurchase authorization. Our share repurchase program does not have an expiration date, and we reserve the right to limit or terminate the repurchase program at anytime without notice.

As a part of the $1.0 billion share repurchase program, on June 14, 2012, we entered into an accelerated share repurchase program (“ASR Program”) with J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank, N.A., London Branch, under which we agreed to repurchase an aggregate of $300.0 million of our common stock. The total 7,243,191 shares repurchased under the ASR Program were based on the volume-weighted average price of $42.31, which was our average common stock price during the repurchase period, less an agreed upon discount.

On a post-split basis, we repurchased 8,142,723, 18,638,340 and 4,448,499 shares for $458.3 million, $771.9 million and $150.0 million during 2013, 2012 and 2011, respectively. As of December 31, 2013, we have $384.4 million of remaining capacity under our current share repurchase program.

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16. INCOME TAXES

The provision for income taxes consists of the following:

	Year Ended December 31,
	2013		2012			2011
	(Amounts in thousands)
Current:
U.S. federal	$	61,670	$	73,444		$	42,596
Non-U.S.	112,471		101,166			95,677
State and local	7,537		3,454			6,567
Total current	181,678		178,064			144,840
Deferred:
U.S. federal	8,771		(823		)	19,086
Non-U.S.	13,120		(17,268		)	(11,918		)
State and local	1,132		793			6,516
Total deferred	23,023		(17,298		)	13,684
Total provision	$	204,701	$	160,766		$	158,524

The expected cash payments for the current income tax expense for 2013, 2012 and 2011 were reduced by $10.1 million, $11.0 million and $5.7 million, respectively, as a result of tax deductions related to the exercise of non-qualified employee stock options and the vesting of restricted stock. The income tax benefit resulting from these stock-based compensation plans has increased capital in excess of par value.

The provision for income taxes differs from the statutory corporate rate due to the following:

	Year Ended December 31,
	2013			2012			2011
	(Amounts in millions)
Statutory federal income tax at 35%	$	242.6		$	214.0		$	205.7
Foreign impact, net	(40.7		)	(50.6		)	(55.0		)
State and local income taxes, net	8.7			4.2			13.1
Other	(5.9		)	(6.8		)	(5.3		)
Total	$	204.7		$	160.8		$	158.5
Effective tax rate	29.5		%	26.3		%	27.0		%

The 2013, 2012 and 2011 effective tax rates differed from the federal statutory rate of 35% primarily due to the net impact of foreign operations, which included the impacts of lower foreign tax rates and changes in our reserves established for uncertain tax positions.

We assert permanent reinvestment on the majority of invested capital and unremitted foreign earnings in our foreign subsidiaries. However, we do not assert permanent reinvestment on a limited number of foreign subsidiaries where future distributions may occur. The cumulative amount of undistributed earnings considered permanently reinvested is $1.7 billion. Should these permanently reinvested earnings be repatriated in a future period in the form of dividends or otherwise, our provision for income taxes may increase materially in that period. Quantification of the deferred tax liability, if any, associated with indefinitely reinvested differences is not practicable. During each of the three years reported in the period ended December 31, 2013, we have not recognized any net deferred tax assets attributable to excess foreign tax credits on unremitted earnings or foreign currency translation adjustments in our foreign subsidiaries with excess financial reporting basis.

For those subsidiaries where permanent reinvestment was not asserted, we had cash and deemed dividend distributions that resulted in the recognition of $5.0 million of income tax expense in the year ended December 31, 2013 and $2.3 million and $9.5

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million of income tax benefit during the years ended December 31, 2012 and 2011, respectively. As we have not recorded a benefit for the excess foreign tax credits associated with deemed repatriation of unremitted earnings, these credits are not available to offset the liability associated with these dividends.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the consolidated deferred tax assets and liabilities were:

	December 31,
	2013			2012
	(Amounts in thousands)
Deferred tax assets related to:
Retirement benefits	$	25,798		$	47,112
Net operating loss carryforwards	23,943			28,801
Compensation accruals	54,518			53,307
Inventories	56,487			60,556
Credit carryforwards	32,384			35,384
Warranty and accrued liabilities	20,626			24,263
Other	42,809			36,965
Total deferred tax assets	256,565			286,388
Valuation allowances	(18,058		)	(17,975		)
Net deferred tax assets	238,507			268,413
Deferred tax liabilities related to:
Property, plant and equipment	(36,191		)	(27,246		)
Goodwill and intangibles	(138,635		)	(128,227		)
Other	(9,269		)	(8,299		)
Total deferred tax liabilities	(184,095		)	(163,772		)
Deferred tax assets, net	$	54,412		$	104,641

We have $147.4 million of U.S. and foreign net operating loss carryforwards at December 31, 2013. Of this total, $39.7 million are state net operating losses. Net operating losses generated in the U.S., if unused, will expire in 2014 through 2027. The majority of our non-U.S. net operating losses carry forward without expiration. Additionally, we have $27.9 million of foreign tax credit carryforwards at December 31, 2013, expiring in 2020 through 2023 for which a valuation allowance of $0.8 million has been recorded.

Earnings before income taxes comprised:

	Year Ended December 31,
	2013		2012		2011
	(Amounts in thousands)
U.S.	$	231,179	$	220,684	$	247,684
Non-U.S.	461,842		390,881		340,071
Total	$	693,021	$	611,565	$	587,755

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A tabular reconciliation of the total gross amount of unrecognized tax benefits, excluding interest and penalties, is as follows (in millions):

	2013			2012			2011
Balance — January 1	$	59.1		$	93.8		$	104.6
Gross amount of increases (decreases) in unrecognized tax benefits resulting from tax positions taken:
During a prior year	3.9			(1.4		)	1.0
During the current period	8.9			10.3			8.8
Decreases in unrecognized tax benefits relating to:
Settlements with taxing authorities	(0.1		)	(21.0		)	(9.8		)
Lapse of the applicable statute of limitations	(11.5		)	(23.0		)	(8.3		)
(Decreases) increases in unrecognized tax benefits relating to foreign currency translation adjustments	(1.0		)	0.4			(2.5		)
Balance — December 31	$	59.3		$	59.1		$	93.8

The amount of gross unrecognized tax benefits at December 31, 2013 was $75.5 million, which includes $16.2 million of accrued interest and penalties. Of this amount $57.2 million, if recognized, would favorably impact our effective tax rate. During the years ended December 31, 2013, 2012 and 2011 we recognized net interest and penalty income of $2.4 million, $2.9 million and $1.9 million, respectively, in our consolidated statements of income.

With limited exception, we are no longer subject to U.S. federal income tax audits for years through 2011, state and local income tax audits for years through 2009 or non-U.S. income tax audits for years through 2007. We are currently under examination for various years in Austria, Canada, France, Germany, India, Italy, Singapore, the U.S. and Venezuela.

It is reasonably possible that within the next 12 months the effective tax rate will be impacted by the resolution of some or all of the matters audited by various taxing authorities. It is also reasonably possible that we will have the statute of limitations close in various taxing jurisdictions within the next 12 months. As such, we estimate we could record a reduction in our tax expense up to approximately $14 million within the next 12 months.

17. BUSINESS SEGMENT INFORMATION

Our business segments, defined below, 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 and our economies of scale in reducing administrative and overhead costs to serve customers more cost effectively.

We conduct our operations through these three business segments based on type of product and how we manage the business:

• EPD for long lead time, custom and other highly-engineered pumps and pump systems, mechanical seals, auxiliary systems and replacement parts and related services;

• IPD for engineered and pre-configured industrial pumps and pump systems and related products and services; and

• FCD for engineered and industrial valves, control valves, actuators and controls and related services.

For decision-making purposes, our Chief Executive Officer ("CEO") and other members of senior executive management use financial information generated and reported at the reportable segment level. Our corporate headquarters does not constitute a separate division or business segment. On January 11, 2012, a new unified operational leadership structure was announced resulting in the creation of a Chief Operating Officer position. The creation of this position did not impact how we have defined the above three business segments or our assessment of our CEO as the chief operating decision maker.

We evaluate segment performance and allocate resources based on each reportable segment’s operating income. Amounts classified as "Eliminations and All Other" include corporate headquarters costs and other minor entities that do not constitute separate segments. Intersegment sales and transfers are recorded at cost plus a profit margin, with the sales and related margin on such sales eliminated in consolidation.

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The following is a summary of the financial information of our reportable segments as of and for the years ended December 31, 2013, 2012 and 2011 reconciled to the amounts reported in the consolidated financial statements.

							Subtotal—Reportable Segments		Eliminations and All Other(1)			Consolidated Total
	EPD		IPD		FCD
	(Amounts in thousands)
Year Ended December 31, 2013:
Sales to external customers		$2,473,731	$	873,389	$	1,607,499	$	4,954,619	$	—		$	4,954,619
Intersegment sales	63,365		76,779		8,213		148,357		(148,357		)	—
Segment operating income	423,339		115,658		307,967		846,964		(86,681		)	760,283
Depreciation and amortization	46,494		14,122		36,590		97,206		9,186			106,392
Identifiable assets	2,260,961		827,155		1,520,085		4,608,201		428,532			5,036,733
Capital expenditures	75,379		17,445		40,205		133,029		6,061			139,090

							Subtotal—Reportable Segments		Eliminations and All Other(1)			Consolidated Total
	EPD		IPD		FCD
	(Amounts in thousands)
Year Ended December 31, 2012:
Sales to external customers	$	2,338,527	$	863,941	$	1,548,871	$	4,751,339	$	—		$	4,751,339
Intersegment sales	64,621		89,957		8,206		162,784		(162,784		)	—
Segment operating income	396,082		99,526		253,398		749,006		(73,228		)	675,778
Depreciation and amortization	48,007		13,408		36,418		97,833		9,393			107,226
Identifiable assets	2,223,791		745,276		1,485,686		4,454,753		356,205			4,810,958
Capital expenditures	64,038		17,351		46,239		127,628		7,911			135,539

							Subtotal—Reportable Segments		Eliminations and All Other(1)			Consolidated Total
	EPD		IPD		FCD
	(Amounts in thousands)
Year Ended December 31, 2011:
Sales to external customers	$	2,239,405	$	802,864	$	1,467,932	$	4,510,201	$	—		$	4,510,201
Intersegment sales	81,978		75,337		5,414		162,729		(162,729		)	—
Segment operating income	395,184		62,906		233,329		691,419		(72,742		)	618,677
Depreciation and amortization	41,199		13,864		40,912		95,975		11,586			107,561
Identifiable assets	2,055,600		740,179		1,406,531		4,202,310		420,304			4,622,614
Capital expenditures	44,714		12,834		43,797		101,345		6,622			107,967

_______________________________________

(1) The changes in identifiable assets for "Eliminations and All Other" in 2013, 2012 and 2011 are primarily a result of changes in cash balances.

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Geographic Information — We attribute sales to different geographic areas based on the facilities’ locations. Long-lived assets are classified based on the geographic area in which the assets are located and exclude deferred taxes, goodwill and intangible assets. Prior period information has been updated to conform to current year presentation. Sales and long-lived assets by geographic area are as follows:

	Year Ended December 31, 2013
	Sales		Percentage		Long-Lived Assets		Percentage
	(Amounts in thousands, except percentages)
United States	$	1,699,053	34.3	%	$	374,125	41.5	%
EMA(1)	2,102,428		42.4	%	287,071		31.8	%
Asia(2)	552,383		11.2	%	124,619		13.8	%
Other(3)	600,755		12.1	%	115,904		12.9	%
Consolidated total	$	4,954,619	100.0	%	$	901,719	100.0	%

	Year Ended December 31, 2012
	Sales		Percentage		Long-Lived Assets		Percentage
	(Amounts in thousands, except percentages)
United States	$	1,597,737	33.6	%	$	332,667	39.6	%
EMA(1)	2,054,809		43.2	%	273,274		32.5	%
Asia(2)	548,589		11.6	%	122,911		14.6	%
Other(3)	550,204		11.6	%	111,257		13.3	%
Consolidated total	$	4,751,339	100.0	%	$	840,109	100.0	%

	Year Ended December 31, 2011
	Sales		Percentage		Long-Lived Assets		Percentage
	(Amounts in thousands, except percentages)
United States	$	1,507,209	33.4	%	$	314,405	40.9	%
EMA(1)	1,954,212		43.3	%	262,083		34.1	%
Asia(2)	517,375		11.5	%	99,278		12.9	%
Other(3)	531,405		11.8	%	92,092		12.1	%
Consolidated total	$	4,510,201	100.0	%	$	767,858	100.0	%

___________________________________    

(1) "EMA" includes Europe, the Middle East and Africa. No individual country within this group represents 10% or more of consolidated totals for any period presented.

(2) "Asia" includes Asia and Australia. No individual country within this group represents 10% or more of consolidated totals for any period presented.

(3) "Other" includes Canada and Latin America. No individual country within this group represents 10% or more of consolidated totals for any period presented.

Net sales to international customers, including export sales from the U.S., represented approximately 71% of total sales in 2013, 71% in 2012 and 73% in 2011.

Major Customer Information — We have a large number of customers across a large number of manufacturing and service facilities and do not believe that we have sales to any individual customer that represent 10% or more of consolidated sales for any of the years presented.

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18. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following presents the components of accumulated other comprehensive loss, net of related tax effects:

(Amounts in thousands)	Foreign currency translation items(1)(2)			Pension and other postretirement effects			Cash flow hedging activity(3)			Total(1)
Balance - January 1, 2013	$	(61,083	)	$	(161,757	)	$	(254	)	$	(223,094	)
Other comprehensive (loss) income before reclassifications, net of taxes	(30,087		)	18,951			(1,501		)	(12,637		)
Amounts reclassified from accumulated other comprehensive loss, net of taxes	1,217			13,278			941			15,436
Net current-period other comprehensive (loss) income, net of taxes	(28,870		)	32,229			(560		)	2,799
Balance - December 31, 2013	$	(89,953	)	$	(129,528	)	$	(814	)	$	(220,295	)

_______________________________________

(1) Includes foreign currency translation adjustments attributable to noncontrolling interests of $1.2 million for both December 31, 2013 and 2012, and $1.3 million at 2011.

(2) Foreign currency translation adjustments in 2013 primarily represents the weakening of the Argentinian peso, Mexican peso, Indian rupee, Canadian dollar and Australian dollar exchange rates versus the U.S. dollar at December 31, 2013 as compared with December 31, 2012.

(3) Other comprehensive loss before reclassifications, net of taxes was $0.4 million and amounts reclassified from accumulated other comprehensive loss, net of taxes was $0.9 million for the twelve months ended December 31, 2012 for cash flow hedging activity.

The following table presents the reclassifications out of accumulated other comprehensive loss for the year ended December 31, 2013:

(Amounts in thousands)	Amount reclassified from accumulated other comprehensive loss (1)			Affected line item in the statement of income
Foreign currency translation items
Release of cumulative translation adjustments upon sale of equity method investment	$	(1,217	)	Net earnings from affiliates
	—			Tax (expense) benefit
	$	(1,217	)	Net of tax
Cash flow hedging activity
Interest rate swaps	$	(1,506	)	Interest expense
	565			Tax benefit
	$	(941	)	Net of tax
Pension and other postretirement effects
Amortization of actuarial losses	$	(19,669	)	(2)
	6,391			Tax benefit
	$	(13,278	)	Net of tax

______________________________________

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(1) Amounts in parentheses indicate decreases to income. None of the reclass amounts have a noncontrolling interest component.

(2) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note 12 for additional details.

At December 31, 2013, we expect to recognize losses of $0.9 million, net of deferred taxes, into earnings in the next twelve months related to interest rate swap agreements based on their fair values at December 31, 2013.

19. QUARTERLY FINANCIAL DATA (UNAUDITED)

The following presents a summary of the unaudited quarterly data for 2013 and 2012 (amounts in millions, except per share data):

	2013
Quarter	4th		3rd		2nd		1st
Sales	$	1,389.4	$	1,229.1	$	1,239.5	$	1,096.6
Gross profit	470.5		422.7		421.6		373.3
Earnings before income taxes	191.7		182.4		171.3		147.6
Net earnings attributable to Flowserve Corporation	141.1		126.3		120.4		97.8
Earnings per share (1):
Basic	$	1.01	$	0.90	$	0.85	$	0.68
Diluted	1.01		0.90		0.84		0.67

	2012
Quarter	4th		3rd		2nd		1st
Sales	$	1,328.2	$	1,165.9	$	1,182.2	$	1,075.0
Gross profit	447.6		389.6		384.6		359.2
Earnings before income taxes	189.8		144.6		148.1		129.1
Net earnings attributable to Flowserve Corporation	141.6		106.3		107.3		93.1
Earnings per share (1):
Basic	$	0.95	$	0.70	$	0.66	$	0.57
Diluted	0.94		0.69		0.66		0.56

_______________________________________

(1) Earnings per share is computed independently for each of the quarters presented. The sum of the quarters may not equal the total year amount due to the impact of changes in weighted average quarterly shares outstanding.

The significant pre-tax fourth quarter adjustment for 2013 was to record $10.7 million in charges related to our realignment program. See Note 20 for additional information on our realignment program.

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20. REALIGNMENT PROGRAM

In the fourth quarter of 2013, we initiated a realignment program to reduce and optimize certain non-strategic QRC and manufacturing facilities and our overall cost structure ("2013 Realignment Program"). We expect total 2013 Realignment Program charges will be $15.8 million for approved plans, of which $10.7 million has been incurred through December 31, 2013. Previously, we had separate realignment programs that began in 2009 and were substantially complete in 2011.

The realignment program consists of both restructuring and non-restructuring charges. Restructuring charges represent costs associated with the relocation or reorganization of certain business activities and facility closures and primarily represent employee severance. Non-restructuring charges are costs incurred to improve operating efficiency and reduce redundancies and primarily represent employee severance. Expenses are reported in COS or SG&A, as applicable, in our consolidated statements of income.

Realignment charges, net of adjustments, were $10.7 million, $(0.7) million and $11.9 million for years ended December 31, 2013, 2012 and 2011, respectively. Of the 2013 charges $3.9 million was recorded in EPD, $3.8 million in FCD and $2.5 million in IPD. The majority of these charges are restructuring in nature.

Generally, the aforementioned charges were or will be paid in cash, except for asset write-downs, which are non-cash charges. The majority of remaining cash payments related to our 2013 Realignment Program will be incurred by the end of 2014. The restructuring reserve related to the 2013 Realignment Program was $6.3 million at December 31, 2013.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) are designed to ensure that the information, which we are required to disclose in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the United States ("U.S.") Securities and Exchange Commission's ("SEC") rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

In connection with the preparation of this Annual Report on Form 10-K ("Annual Report") for the year ended December 31, 2013, our management, under the supervision and with the participation of our Principal Executive Officer and our Principal Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2013. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2013.

Management’s Report on Internal Control Over Financial Reporting

Our management, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the ("U.S. GAAP"). Internal control over financial reporting includes policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with existing policies or procedures may deteriorate.

Under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, our management conducted an assessment of our internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control - Integrated Framework (1992), issued by the Committee of Sponsoring Organizations of

102

the Treadway Commission. Based on this assessment, our management has concluded that as of December 31, 2013, our internal control over financial reporting was effective.

The effectiveness of our internal control over financial reporting as of December 31, 2013, has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm, as stated in their report, which is included herein.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required in this Item 10is incorporated by reference to our definitive Proxy Statement relating to our 2014 annual meeting of shareholders to be held on May 22, 2014. The Proxy Statement will be filed with the SEC no later than April 29, 2014.

ITEM 11. EXECUTIVE COMPENSATION

The information required in this Item 11is incorporated by reference to our definitive Proxy Statement relating to our 2014 annual meeting of shareholders to be held on May 22, 2014. The Proxy Statement will be filed with the SEC no later than April 29, 2014.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required in this Item 12is incorporated by reference to our definitive Proxy Statement relating to our 2014 annual meeting of shareholders to be held on May 22, 2014. The Proxy Statement will be filed with the SEC no later than April 29, 2014.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required in this Item 13 is incorporated by reference to our definitive Proxy Statement relating to our 2014 annual meeting of shareholders to be held on May 22, 2014. The Proxy Statement will be filed with the SEC no later than April 29, 2014.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required in this Item 14is incorporated by reference to our definitive Proxy Statement relating to our 2014 annual meeting of shareholders to be held on May 22, 2014. The Proxy Statement will be filed with the SEC no later than April 29, 2014.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as a part of this Annual Report:

1. Consolidated Financial Statements

The following consolidated financial statements and notes thereto are filed as part of this Annual Report:

Report of Independent Registered Public Accounting Firm

Flowserve Corporation Consolidated Financial Statements:

Consolidated Balance Sheets at December 31, 2013 and 2012

For each of the three years in the period ended December 31, 2013:

Consolidated Statements of Income and Consolidated Statements of Comprehensive Income

Consolidated Statements of Shareholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

2. Consolidated Financial Statement Schedules

The following consolidated financial statement schedule is filed as part of this Annual Report:

Schedule II — Valuation and Qualifying Accounts F-1

Financial statement schedules not included in this Annual Report have been omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.

3. Exhibits

See Index to Exhibits to this Annual Report.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FLOWSERVE CORPORATION
By:	/s/  Mark A. Blinn
	Mark A. Blinn President and Chief Executive Officer

Date: February 18, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signature	Title	Date
/s/  James O. Rollans	Non-Executive Chairman of the Board	February 18, 2014
James O. Rollans
/s/  Mark A. Blinn	President and Chief Executive Officer (Principal Executive Officer )	February 18, 2014
Mark A. Blinn
/s/  Michael S. Taff	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	February 18, 2014
Michael S. Taff
/s/  Leif E. Dainer	Director	February 18, 2014
Leif E. Dainer
/s/  Gayla J. Delly	Director	February 18, 2014
Gayla J. Delly
/s/  Roger L. Fix	Director	February 18, 2014
Roger L. Fix
/s/  John R. Friedery	Director	February 18, 2014
John R. Friedery
/s/  Joseph E. Harlan	Director	February 18, 2014
Joseph E. Harlan
/s/  Rick J. Mills	Director	February 18, 2014
Rick J. Mills
/s/  Charles M. Rampacek	Director	February 18, 2014
Charles M. Rampacek
/s/  David E. Roberts	Director	February 18, 2014
David E. Roberts
/s/  William C. Rusnack	Director	February 18, 2014
William C. Rusnack

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FLOWSERVE CORPORATION

Schedule II — Valuation and Qualifying Accounts

Description	Balance at Beginning of Year		Additions Charged to Cost and Expenses		Additions Charged to Other Accounts— Acquisitions and Related Adjustments			Deductions From Reserve			Balance at End of Year
	(Amounts in thousands)
Year Ended December 31, 2013
Allowance for doubtful accounts(a):	$	21,491	$	17,412	$	79		$	(14,909	)	$	24,073
Deferred tax asset valuation allowance(b):	17,975		2,352		—			(2,269		)	18,058
Year Ended December 31, 2012
Allowance for doubtful accounts(a):	20,351		22,148		(36		)	(20,972		)	21,491
Deferred tax asset valuation allowance(b):	17,686		3,257		(657		)	(2,311		)	17,975
Year Ended December 31, 2011
Allowance for doubtful accounts(a):	18,632		21,108		(57		)	(19,332		)	20,351
Deferred tax asset valuation allowance(b):	14,296		4,124		(43		)	(691		)	17,686

_______________________________________

(a) Deductions from reserve represent accounts written off and recoveries.

(b) Deductions from reserve result from the expiration or utilization of net operating losses and foreign tax credits previously reserved.

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INDEX TO EXHIBITS

Exhibit No.	Description
3.1	Restated Certificate of Incorporation of Flowserve Corporation (incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
3.2	Flowserve Corporation By-Laws, as amended and restated effective August 13, 2013 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K dated August 13, 2013).
4.1	Senior Indenture, dated September 11, 2012, by and between Flowserve Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K dated September 11, 2012).
4.2	First Supplemental Indenture, dated September 11, 2012, by and among Flowserve Corporation, certain of its subsidiaries and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K dated September 11, 2012).
4.3	Second Supplemental Indenture, dated November 1, 2013, by and among Flowserve Corporation, certain of its subsidiaries and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K dated November 1, 2013).
10.1	Credit Agreement, dated August 20, 2012, among Flowserve Corporation, Bank of America, N.A., as swingline lender, letter of credit issuer and administrative agent and the other lenders referred to therein (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, dated August 20, 2012).
10.2	First Amendment to Credit Agreement, dated October 4, 2013, among Flowserve Corporation, Bank of America, N.A., as administrative agent, and the other lenders referred to therein (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, dated October 4, 2013).
10.3	Letter of Credit Agreement, dated as of September 14, 2007 among Flowserve B.V., as an Applicant, Flowserve Corporation, as an Applicant and as Guarantor, the Additional Applicants from time to time as a party thereto, the various Lenders from time to time as a party thereto, and ABN AMRO Bank, N.V., as Administrative Agent and an Issuing Bank (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, dated September 19, 2007).
10.4	First Amendment to Letter of Credit Agreement, dated as of September 11, 2008 among Flowserve Corporation, Flowserve B.V. and other subsidiaries of the Company party thereto, ABN AMRO Bank, N.V., as Administrative Agent and an Issuing Bank, and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, dated September 16, 2008).
10.5	Second Amendment to Letter of Credit Agreement, dated as of September 9, 2009 among Flowserve Corporation, Flowserve B.V. and other subsidiaries of the Company party thereto, ABN AMRO Bank, N.V., as Administrative Agent and an Issuing Bank, and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated September 11, 2009).
10.6	Third Amendment to Letter of Credit Agreement, dated October 26, 2012, among Flowserve Corporation, Flowserve B.V. and other subsidiaries of the Company party thereto, Credit Agricole Corporate and Investment Bank (f/k/a Calyon), as Mandated Lead Arranger, Administrative Agent and an Issuing Bank, and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
10.7	Amended and Restated Flowserve Corporation Director Cash Deferral Plan, effective January 1, 2009 (incorporated by reference to Exhibit 10.7 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008).*
10.8	Amended and Restated Flowserve Corporation Director Stock Deferral Plan, dated effective January 1, 2009 (incorporated by reference to Exhibit 10.8 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008).*
10.9	Trust for Non-Qualified Deferred Compensation Benefit Plans, dated February 10, 2011 (incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010).*
10.10	2007 Flowserve Corporation Long-Term Stock Incentive Plan, as amended and restated effective January 1, 2010 (incorporated by reference to Exhibit 10.20 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009).*
10.11	2007 Flowserve Corporation Annual Incentive Plan, as amended and restated effective January 1, 2010 (incorporated by reference to Exhibit 10.23 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009).*
10.12	Flowserve Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 10.23 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000).*
10.13	Amendment No. 1 to the Flowserve Corporation Deferred Compensation Plan, as amended and restated, effective June 1, 2000 (incorporated by reference to Exhibit 10.50 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002).*

107

Exhibit No.	Description
10.14	Amendment to the Flowserve Corporation Deferred Compensation Plan, dated December 14, 2005 (incorporated by reference to Exhibit 10.70 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2004).*
10.15	Amendment No. 3 to the Flowserve Corporation Deferred Compensation Plan, as amended and restated effective June 1, 2000 (incorporated by reference to Exhibit 10.22 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007).*
10.16	Flowserve Corporation Officer Severance Plan, amended and restated effective January 1, 2010 (incorporated by reference to Exhibit 10.32 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009).*
10.17	Flowserve Corporation Executive Officer Change In Control Severance Plan, amended and restated effective November 12, 2007 (incorporated by reference to Exhibit 10.38 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007).*
10.18	First Amendment to the Flowserve Corporation Executive Officer Change In Control Severance Plan, effective January 1, 2011 (incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010).*
10.19	Flowserve Corporation Officer Change In Control Severance Plan, amended and restated effective November 12, 2007 (incorporated by reference to Exhibit 10.39 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007).*
10.20	First Amendment to the Flowserve Corporation Officer Change In Control Severance Plan, effective January 1, 2011 (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010).*
10.21	Flowserve Corporation Key Management Change In Control Severance Plan, amended and restated effective November 12, 2007 (incorporated by reference to Exhibit 10.40 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007).*
10.22	First Amendment to the Flowserve Corporation Key Management Change In Control Severance Plan, effective January 1, 2011 (incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010).*
10.23	Flowserve Corporation Senior Management Retirement Plan, amended and restated effective January 1, 2008 (incorporated by reference to Exhibit 10.42 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007).*
10.24	Flowserve Corporation Supplemental Executive Retirement Plan, amended and restated effective November 12, 2007 (incorporated by reference to Exhibit 10.43 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007).*
10.25	Flowserve Corporation 2004 Stock Compensation Plan, effective April 21, 2004 (incorporated by reference to Appendix A to the Registrant's 2004 Proxy Statement, dated May 10, 2004).*
10.26	Amendment Number One to the Flowserve Corporation 2004 Stock Compensation Plan, effective March 6, 2008 (incorporated by reference to Exhibit 10.10 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008).*
10.27	Amendment Number Two to the Flowserve Corporation 2004 Stock Compensation Plan, effective March 7, 2008 (incorporated by reference to Exhibit 10.11 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008).*
10.28	Form of Incentive Stock Option Agreement pursuant to the Flowserve Corporation 2004 Stock Compensation Plan (incorporated by reference to Exhibit 10.60 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2004).*
10.29	Form of Non-Qualified Stock Option Agreement pursuant to the Flowserve Corporation 2004 Stock Compensation Plan (incorporated by reference to Exhibit 10.61 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2004).*
10.30	Form of Incentive Stock Option Agreement for certain officers pursuant to the Flowserve Corporation 2004 Stock Compensation Plan (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, dated March 9, 2006).*

108

Exhibit No.	Description
10.31	Form A of Performance Restricted Stock Unit Agreement pursuant to Flowserve Corporation's 2004 Stock Compensation Plan (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008).*
10.32	Form B of Performance Restricted Stock Unit Agreement pursuant to Flowserve Corporation's 2004 Stock Compensation Plan (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008).*
10.33	Amendment Number One to the Form A and Form B Performance Restricted Stock Unit Agreements pursuant to Flowserve Corporation's 2004 Stock Compensation Plan, dated March 27, 2008 (incorporated by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008).*
10.34	Form A of Restricted Stock Unit Agreement pursuant to Flowserve Corporation's 2004 Stock Compensation Plan (incorporated by reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008).*
10.35	Form B of Restricted Stock Unit Agreement pursuant to Flowserve Corporation's 2004 Stock Compensation Plan (incorporated by reference to Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008).*
10.36	Form A of Restricted Stock Agreement pursuant to Flowserve Corporation's 2004 Stock Compensation Plan (incorporated by reference to Exhibit 10.8 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008).*
10.37	Form B of Restricted Stock Agreement pursuant to Flowserve Corporation's 2004 Stock Compensation Plan (incorporated by reference to Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008).*
10.38	Flowserve Corporation Equity and Incentive Compensation Plan (incorporated by reference to Appendix A to the Registrant's Proxy Statement on Schedule 14A dated April 3, 2009).*
10.39	Form A of Restricted Stock Agreement pursuant to the Flowserve Corporation Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.38 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012).*
10.40	Form B of Restricted Stock Agreement pursuant to the Flowserve Corporation Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.39 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012).*
10.41	Form A of Restricted Stock Unit Agreement pursuant to the Flowserve Corporation Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.40 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012).*
10.42	Form B of Restricted Stock Unit Agreement pursuant to the Flowserve Corporation Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.41 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012).*
10.43	Form A of Performance Restricted Stock Unit Agreement pursuant to the Flowserve Corporation Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.42 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012).*
10.44	Form B of Performance Restricted Stock Unit Agreement pursuant to the Flowserve Corporation Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.43 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012).*
10.45	Form of Restrictive Covenants Agreement for Officers (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, dated as of March 9, 2006).*
14.1	Flowserve Financial Management Code of Ethics adopted by the Flowserve Corporation principal executive officer and CEO, principal financial officer and CFO, principal accounting officer and controller, and other senior financial managers (incorporated by reference to Exhibit 14.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002).

109

Exhibit No.	Description
21.1+	Subsidiaries of the Registrant.
23.1+	Consent of PricewaterhouseCoopers LLP.
31.1+	Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2+	Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1++	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2++	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

_______________________________________

*	Management contracts and compensatory plans and arrangements required to be filed as exhibits to this Annual Report on Form 10-K.
+	Filed herewith.
++	Furnished herewith.

110

EX-21.1

EXHIBIT 21.1

SUBSIDIARIES

FLOWSERVE CORPORATION

NAME OF SUBSIDIARY	JURISDICTION OF INCORPORATION	PERCENTAGE OWNERSHIP
ARABIAN SEALS COMPANY, LTD.	Saudi Arabia	40%
AUDCO ITALIANA S.R.L.	Italy	12.5%
AUDCO LIMITED	United Kingdom	100%
BW/IP NEW MEXICO, INC.	United States	100%
CALDER GMBH	Switzerland	100%
COOPERATIE FLOWSERVE W.A.	Netherlands	100%
DEUTSCHE INGERSOLL-DRESSER PUMPEN GMBH	Germany	100%
EBARA-BYRON JACKSON, LTD.	Japan	40%
EMCOMET S.A.	Argentina	100%
FLOW HOLDINGS VI C.V.	Netherlands	100%
FLOWCOM INSURANCE COMPANY, INC.	United States	100%
FLOWSERVE - AL RUSHAID COMPANY LTD	Saudi Arabia	51%
FLOWSERVE (AUSTRIA) GMBH	Austria	100%
FLOWSERVE (MAURITIUS) CORPORATION	Mauritius	100%
FLOWSERVE (THAILAND) LIMITED	Thailand	100%
FLOWSERVE / ABAHSAIN FLOW CONTROL CO. LTD.	Saudi Arabia	60%
FLOWSERVE / ABAHSAIN SEAL COMPANY LIMITED	Saudi Arabia	60%
FLOWSERVE AHAUS GMBH	Germany	100%
FLOWSERVE AL MANSOORI SERVICES COMPANY LTD.	United Arab Emirates	49%
FLOWSERVE AUSTRALIA PTY. LTD.	Australia	100%
FLOWSERVE B.V.	Netherlands	100%
FLOWSERVE BELGIUM N.V.	Belgium	100%
FLOWSERVE BERLIN INTERNATIONAL GMBH	Germany	100%
FLOWSERVE CANADA CORP.	Canada	100%
FLOWSERVE CANADA HOLDING CORP.	Canada	100%
FLOWSERVE CANADA HOLDINGS LLC	United States	100%
FLOWSERVE CANADA LIMITED PARTNERSHIP	Canada	100%
FLOWSERVE CAYMAN LTD.	Cayman Islands	100%
FLOWSERVE CHILE S.A.	Chile	100%
FLOWSERVE COLOMBIA LTDA.	Colombia	100%

NAME OF SUBSIDIARY	JURISDICTION OF INCORPORATION	PERCENTAGE OWNERSHIP
FLOWSERVE CONTROL VALVES GMBH	Austria	100%
FLOWSERVE CV HOLDINGS LLC	United States	100%
FLOWSERVE CZECH REPUBLIC, S.R.O.	Czech Republic	100%
FLOWSERVE DE VENEZUELA C.C.A.	Venezuela	100%
FLOWSERVE DE VENEZUELA LLC	United States	100%
FLOWSERVE DO BRASIL LTDA.	Brazil	100%
FLOWSERVE DORTMUND GMBH & CO. KG	Germany	100%
FLOWSERVE DORTMUND VERWALTUNGS GMBH	Germany	100%
FLOWSERVE DUTCH CANADA HOLDINGS LLC	United States	100%
FLOWSERVE DUTCH CANADA HOLDINGS ULC	Canada	100%
FLOWSERVE DUTCH CANADA LP	Canada	100%
FLOWSERVE DUTCH HOLDINGS LLC	United States	100%
FLOWSERVE ECUADOR CIA. LTDA.	Ecuador	100%
FLOWSERVE EMA V C.V.	Netherlands	100%
FLOWSERVE ESSEN GMBH	Germany	100%
FLOWSERVE FINANCE B.V.	Netherlands	100%
FLOWSERVE FINANCE S.A.R.L.	Luxembourg	100%
FLOWSERVE FLOW CONTROL GMBH	Germany	100%
FLOWSERVE FLUID MOTION AND CONTROL (SUZHOU) CO., LTD.	China	100%
FLOWSERVE FRANCE HOLDING S.A.S.	France	100%
FLOWSERVE FRANCE S.A.S.	France	100%
FLOWSERVE FSD S.A.S.	France	100%
FLOWSERVE GB LIMITED	United Kingdom	100%
FLOWSERVE GERMANY GMBH	Germany	100%
FLOWSERVE GERMANY HOLDINGS BV	Netherlands	100%
FLOWSERVE GERMANY VERWALTUNGS GMBH & CO. KG	Germany	100%
FLOWSERVE GULF FZE	United Arab Emirates	100%
FLOWSERVE HAMBURG GMBH	Germany	100%
FLOWSERVE HOLDINGS C.V.	Netherlands	100%
FLOWSERVE HOLDINGS COOPERATIEF W.A.	Netherlands	100%
FLOWSERVE HOLDINGS, INC.	United States	100%

NAME OF SUBSIDIARY	JURISDICTION OF INCORPORATION	PERCENTAGE OWNERSHIP
FLOWSERVE INDIA CONTROLS PVT. LTD.	India	100%
FLOWSERVE INTERNATIONAL B.V.	Netherlands	100%
FLOWSERVE INTERNATIONAL LIMITED	United Kingdom	100%
FLOWSERVE INTERNATIONAL MIDDLE EAST VALVES LLC	United States	100%
FLOWSERVE INTERNATIONAL, INC.	United States	100%
FLOWSERVE JAPAN CO. LTD.	Japan	50%
FLOWSERVE KAZAKHSTAN LLP	Kazakhstan	100%
FLOWSERVE KOREA LTD.	Korea, Republic of	100%
FLOWSERVE KSM CO. LTD.	Korea, Republic of	40%
FLOWSERVE LA HOLDINGS LLC	United States	100%
FLOWSERVE LTDA.	Brazil	100%
FLOWSERVE LUXEMBOURG HOLDINGS S.A.R.L.	Luxembourg	100%
FLOWSERVE MANAGEMENT COMPANY	United States	100%
FLOWSERVE MEXICO HOLDINGS LLC	United States	100%
FLOWSERVE MICROFINISH PUMPS PVT. LTD.	India	76%
FLOWSERVE MICROFINISH VALVES PVT. LTD.	India	76%
FLOWSERVE NETHERLANDS C.V.	Netherlands	100%
FLOWSERVE NETHERLANDS LLC	United States	100%
FLOWSERVE NETHERLANDS MANAGEMENT B.V.	Netherlands	100%
FLOWSERVE NETHERLANDS VIII C.V.	Netherlands	100%
FLOWSERVE NEW ZEALAND LIMITED	New Zealand	100%
FLOWSERVE NORWAY AS	Norway	100%
FLOWSERVE NOVA SCOTIA HOLDING CORP.	Canada	100%
FLOWSERVE PERU S.A.C.	Peru	100%
FLOWSERVE PLEUGER S.A.S.	France	100%
FLOWSERVE POMPES S.A.S.	France	100%
FLOWSERVE PORTUGUESA MECANISMOS DE CONTROLO DE FLUXOS, LDA	Portugal	100%
FLOWSERVE PTE. LTD.	Singapore	100%
FLOWSERVE S. DE R.L. DE C.V.	Mexico	100%
FLOWSERVE S.A.	Spain	100%
FLOWSERVE S.A.S.	France	100%

NAME OF SUBSIDIARY	JURISDICTION OF INCORPORATION	PERCENTAGE OWNERSHIP
FLOWSERVE S.R.L.	Argentina	100%
FLOWSERVE S.r.l.	Italy	100%
FLOWSERVE SALES INTERNATIONAL, S.A.S.	France	100%
FLOWSERVE SANMAR LIMITED	India	40%
FLOWSERVE SHANGHAI LIMITED	China	100%
FLOWSERVE SINGAPORE LLC	United States	100%
FLOWSERVE SOLUTIONS (CHENGDU) CO. LTD.	China	100%
FLOWSERVE SOLUTIONS (MALAYSIA) SDN. BHD.	Malaysia	100%
FLOWSERVE SOLUTIONS PTE. LTD.	Singapore	100%
FLOWSERVE SOLUTIONS VIETNAM LTD.	Vietnam	100%
FLOWSERVE SOUTH AFRICA (PROPRIETARY) LIMITED	South Africa	100%
FLOWSERVE SP LLC	Russian Federation	100%
FLOWSERVE SPAIN S.L.	Spain	100%
FLOWSERVE SPI LLC	United States	100%
FLOWSERVE SWEDEN AB	Sweden	100%
FLOWSERVE US INC.	United States	100%
FLOWSERVE VIETNAM CO., LLC	Vietnam	100%
FLOWSERVE XD CHANGSHA PUMP CO., LTD.	China	50%
FLS CV5 HOLDINGS LLC	United States	100%
FLS DUTCH III C.V.	Netherlands	100%
FLS DUTCH IV C.V.	Netherlands	100%
FLS DUTCH VII C.V.	Netherlands	100%
GESTRA AG	Germany	99.88%
GESTRA ESPANOLA S.A.	Spain	100%
GESTRA POLONIA SP. Z.O.O.	Poland	100%
HOT TAPPING & PLUGGING C.A.	Venezuela	100%
INDUSTRIAS MEDINA S.A. DE C.V.	Mexico	36.6%
INGERSOLL-DRESSER PUMPS S.R.L.	Italy	99.6%
INMOBILIARIA INDUSTRIAL DE LEON S.A. DE C.V.	Mexico	36.6%
INVENSYS FLOW CONTROL AUSTRALIA PTY. LTD.	Australia	100%
KSM CO. LTD	Korea, Republic of	40%
LAWRENCE PUMPS ASIA PTE. LTD.	Singapore	100%
LAWRENCE PUMPS (SHANGHAI) COMPANY LIMITED	China	100%

NAME OF SUBSIDIARY	JURISDICTION OF INCORPORATION	PERCENTAGE OWNERSHIP
LAWRENCE PUMPS BRASIL INDUSTRIA COMERCIO LTDA.	Brazil	100%
LAWRENCE PUMPS INDIA PRIVATE LTD.	India	100%
LIMITORQUE INDIA LIMITED	India	24%
MAQUILADORA INDUSTRIAL DE LEON S.A. DE C.V.	Mexico	36.6%
NAF AB	Sweden	100%
NAVAL OY	Finland	100%
OOO FLOWSERVE	Russian Federation	100%
PALMSTIERNA INTERNATIONAL AB	Sweden	100%
PMV-USA, INC.	United States	100%
PT FLOWSERVE	Indonesia	100%
SUFA FLOWSERVE NUCLEAR POWER EQUIPMENT (SUZHOU) CO, LTD.	China	45%
THOMPSONS, KELLY & LEWIS PTY. LIMITED	Australia	100%
VALBART S.R.L.	Italy	100%
WORTHINGTON S.R.L.	Italy	100%
YKV CORPORATION	Japan	15%

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-183634) and Form S‑8 (Nos. 333-137706, 333-163251, and 333-82081) of Flowserve Corporation of our report dated February 18, 2014 relating to the financial statements, financial schedule, and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP      

Dallas, Texas    

February 18, 2014

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Mark A. Blinn, certify that:

1.I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2013 of Flowserve Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the consolidated financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/  Mark A. Blinn

Mark A. Blinn

President and Chief Executive Officer

(Principal Executive Officer)

Date: February 18, 2014

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Michael S. Taff, certify that:

1.I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2013 of Flowserve Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the consolidated financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/  Michael S. Taff

Michael S. Taff, Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)

Date: February 18, 2014

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark A. Blinn, President and Chief Executive Officer of Flowserve Corporation (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the Annual Report on Form 10-K of the Company for the period ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Annual Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company.

/s/  Mark A. Blinn

Mark A. Blinn

President and Chief Executive Officer

(Principal Executive Officer)

Date: February 18, 2014

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael S. Taff, Senior Vice President and Chief Financial Officer of Flowserve Corporation (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the Annual Report on Form 10-K of the Company for the period ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Annual Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company.

/s/  Michael S. Taff

Michael S. Taff
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)

Date: February 18, 2014

XML

Supplemental Guarantor Financial Information (Tables)

12 Months Ended

Dec. 31, 2013

Guarantor Financial Data [Abstract]

Schedule of Condensed Financial Statements

CONDENSED CONSOLIDATING BALANCE SHEETS

	December 31, 2013
	Parent (Issuer)		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
(Amounts in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	29,086	$	—	$	334,718	$	—		$	363,804
Accounts receivable, net	—		263,594		891,733		—			1,155,327
Intercompany receivables	—		155,422		74,089		(229,511		)	—
Inventories, net	—		371,172		689,498		—			1,060,670
Other current assets	1,879		144,551		121,151		—			267,581
Total current assets	30,965		934,739		2,111,189		(229,511		)	2,847,382
Property, plant and equipment, net	—		220,072		496,217		—			716,289
Goodwill	—		715,722		391,829		—			1,107,551
Intercompany receivables	432,500		9,520		186,789		(628,809		)	—
Investment in consolidated subsidiaries	2,579,701		1,850,998		—		(4,430,699		)	—
Other assets, net	15,486		211,755		138,270		—			365,511
Total assets	$	3,058,652	$	3,942,806	$	3,324,294	$	(5,289,019	)	$	5,036,733
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	—	$	163,254	$	448,838	$	—		$	612,092
Intercompany payables	81		74,008		155,422		(229,511		)	—
Accrued liabilities	12,874		293,012		555,124		—			861,010
Debt due within one year	40,000		5		32,673		—			72,678
Deferred taxes	—		—		12,319		—			12,319
Total current liabilities	52,955		530,279		1,204,376		(229,511		)	1,558,099
Long-term debt due after one year	1,126,904		—		715		—			1,127,619
Intercompany payables	1,144		618,145		9,520		(628,809		)	—
Retirement obligations and other liabilities	7,270		214,681		251,943		—			473,894
Total liabilities	1,188,273		1,363,105		1,466,554		(858,320		)	3,159,612
Total Flowserve Corporation shareholders’ equity	1,870,379		2,579,701		1,850,998		(4,430,699		)	1,870,379
Noncontrolling interests	—		—		6,742		—			6,742
Total equity	1,870,379		2,579,701		1,857,740		(4,430,699		)	1,877,121
Total liabilities and equity	$	3,058,652	$	3,942,806	$	3,324,294	$	(5,289,019	)	$	5,036,733

	December 31, 2012
	Parent (Issuer)		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
(Amounts in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	2,609	$	—	$	301,643	$	—		$	304,252
Accounts receivable, net	—		255,164		848,560		—			1,103,724
Intercompany receivables	—		157,447		42,836		(200,283		)	—
Inventories, net	—		382,360		704,303		—			1,086,663
Other current assets, net	1,967		123,152		120,458		—			245,577
Total current assets	4,576		918,123		2,017,800		(200,283		)	2,740,216
Property, plant and equipment, net	—		204,032		450,147		—			654,179
Goodwill	—		671,858		381,994		—			1,053,852
Intercompany receivables	462,500		10,363		85,316		(558,179		)	—
Investment in consolidated subsidiaries	2,321,597		1,604,462		—		(3,926,059		)	—
Other assets, net	14,879		175,771		172,061		—			362,711
Total assets	$	2,803,552	$	3,584,609	$	3,107,318	$	(4,684,521	)	$	4,810,958
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	—	$	158,028	$	458,872	$	—		$	616,900
Intercompany payables	35		42,801		157,447		(200,283		)	—
Accrued liabilities	11,610		314,162		580,821		—			906,593
Debt due within one year	25,000		5		34,473		—			59,478
Deferred taxes	—		—		7,654		—			7,654
Total current liabilities	36,645		514,996		1,239,267		(200,283		)	1,590,625
Long-term debt due after one year	868,124		20		972		—			869,116
Intercompany payables	1,144		546,672		10,363		(558,179		)	—
Retirement obligations and other liabilities	7,420		201,324		247,998		—			456,742
Total liabilities	913,333		1,263,012		1,498,600		(758,462		)	2,916,483
Total Flowserve Corporation shareholders’ equity	1,890,219		2,321,597		1,604,462		(3,926,059		)	1,890,219
Noncontrolling interests	—		—		4,256		—			4,256
Total equity	1,890,219		2,321,597		1,608,718		(3,926,059		)	1,894,475
Total liabilities and equity	$	2,803,552	$	3,584,609	$	3,107,318	$	(4,684,521	)	$	4,810,958

CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

	Year Ended December 31, 2013
	Parent (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
(Amounts in thousands)
Sales	$	—		$	1,952,235		$	3,388,258		$	(385,874	)	$	4,954,619
Cost of sales	—			(1,281,035		)	(2,371,363		)	385,874			(3,266,524		)
Gross profit	—			671,200			1,016,895			—			1,688,095
Selling, general and administrative expense	(3,079		)	(400,609		)	(563,141		)	—			(966,829		)
Net earnings from affiliates	—			1,175			37,842			—			39,017
Net earnings from consolidated subsidiaries, net of tax	505,764			345,465			—			(851,229		)	—
Operating income	502,685			617,231			491,596			(851,229		)	760,283
Interest expense, net	(29,729		)	(11,685		)	(11,568		)	—			(52,982		)
Other expense, net	—			(767		)	(13,513		)	—			(14,280		)
Earnings before income taxes	472,956			604,779			466,515			(851,229		)	693,021
Provision for income taxes	12,574			(99,015		)	(118,260		)	—			(204,701		)
Net earnings, including noncontrolling interests	485,530			505,764			348,255			(851,229		)	488,320
Less: Net earnings attributable to noncontrolling interests	—			—			(2,790		)	—			(2,790		)
Net earnings attributable to Flowserve Corporation	$	485,530		$	505,764		$	345,465		$	(851,229	)	$	485,530
Comprehensive income attributable to Flowserve Corporation	$	488,363		$	508,929		$	316,484		$	(825,413	)	$	488,363

	Year Ended December 31, 2012
	Parent (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
(Amounts in thousands)
Sales	$	—		$	1,833,613		$	3,272,519		$	(354,793	)	$	4,751,339
Cost of sales	—			(1,190,206		)	(2,334,975		)	354,793			(3,170,388		)
Gross profit	—			643,407			937,544			—			1,580,951
Selling, general and administrative expense	(3,571		)	(390,713		)	(527,841		)	—			(922,125		)
Net earnings from affiliates	—			3,855			13,097			—			16,952
Net earnings from consolidated subsidiaries, net of tax	456,740			309,223			—			(765,963		)	—
Operating income	453,169			565,772			422,800			(765,963		)	675,778
Interest expense, net	(9,881		)	(19,347		)	(13,338		)	—			(42,566		)
Other expense, net	—			(683		)	(20,964		)	—			(21,647		)
Earnings before income taxes	443,288			545,742			388,498			(765,963		)	611,565
Provision for income taxes	5,051			(89,002		)	(76,815		)	—			(160,766		)
Net earnings, including noncontrolling interests	448,339			456,740			311,683			(765,963		)	450,799
Less: Net earnings attributable to noncontrolling interests	—			—			(2,460		)	—			(2,460		)
Net earnings attributable to Flowserve Corporation	$	448,339		$	456,740		$	309,223		$	(765,963	)	$	448,339
Comprehensive income attributable to Flowserve Corporation	$	440,127		$	446,536		$	292,167		$	(738,703	)	$	440,127

	Year Ended December 31, 2011
	Parent (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
(Amounts in thousands)
Sales	$	—		$	1,735,809		$	3,120,802		$	(346,410	)	$	4,510,201
Cost of sales	—			(1,104,642		)	(2,238,323		)	346,410			(2,996,555		)
Gross profit	—			631,167			882,479			—			1,513,646
Selling, general and administrative expense	(7,236		)	(368,818		)	(538,026		)	—			(914,080		)
Net earnings from affiliates	—			3,819			15,292			—			19,111
Net earnings from consolidated subsidiaries, net of tax	434,436			272,111			—			(706,547		)	—
Operating income	427,200			538,279			359,745			(706,547		)	618,677
Interest expense, net	(1,088		)	(18,615		)	(14,897		)	—			(34,600		)
Other (expense) income, net	—			(2,858		)	6,536			—			3,678
Earnings before income taxes	426,112			516,806			351,384			(706,547		)	587,755
Provision for income taxes	2,470			(82,370		)	(78,624		)	—			(158,524		)
Net earnings, including noncontrolling interests	428,582			434,436			272,760			(706,547		)	429,231
Less: Net earnings attributable to noncontrolling interests	—			—			(649		)	—			(649		)
Net earnings attributable to Flowserve Corporation	$	428,582		$	434,436		$	272,111		$	(706,547	)	$	428,582
Comprehensive income attributable to Flowserve Corporation	$	362,991		$	369,193		$	216,653		$	(585,846	)	$	362,991

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Year Ended December 31, 2013
	Parent (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
(Amounts in thousands)
Net cash flows provided by operating activities	$	261,741		$	279,594		$	214,066		$	(267,642	)	$	487,759
Cash flows — Investing activities:
Capital expenditures	—			(44,380		)	(94,710		)	—			(139,090		)
Payments for acquisitions, net of cash acquired	—			(66,658		)	(10,143		)	—			(76,801		)
Intercompany loan proceeds	30,000			911			72,037			(102,948		)	—
Intercompany loan payments	—			(68		)	(173,510		)	173,578			—
Proceeds from disposal of assets	—			110			1,543			—			1,653
Proceeds from equity investments in affiliates	—			—			46,240			—			46,240
Net cash flows provided (used) by investing activities	30,000			(110,085		)	(158,543		)	70,630			(167,998		)
Cash flows — Financing activities:
Excess tax benefits from stock-based payment arrangements	—			8,266			1,845			—			10,111
Payments on long-term debt	(25,000		)	—			—			—			(25,000		)
Proceeds from issuance of senior notes	298,596			—			—			—			298,596
Borrowings under other financing arrangements, net	—			(20		)	(381		)	—			(401		)
Repurchases of common shares	(458,310		)	—			—			—			(458,310		)
Payments of dividends	(76,897		)	—			—			—			(76,897		)
Payments of deferred loan costs	(3,744		)	—			—			—			(3,744		)
Intercompany loan proceeds	—			173,510			68			(173,578		)	—
Intercompany loan payments	—			(102,037		)	(911		)	102,948			—
Intercompany dividends	—			(249,228		)	(18,414		)	267,642			—
All other financing, net	91			—			(270		)	—			(179		)
Net cash flows used by financing activities	(265,264		)	(169,509		)	(18,063		)	197,012			(255,824		)
Effect of exchange rate changes on cash	—			—			(4,385		)	—			(4,385		)
Net change in cash and cash equivalents	26,477			—			33,075			—			59,552
Cash and cash equivalents at beginning of year	2,609			—			301,643			—			304,252
Cash and cash equivalents at end of year	$	29,086		$	—		$	334,718		$	—		$	363,804

	Year Ended December 31, 2012
	Parent (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
(Amounts in thousands)
Net cash flows provided by operating activities	$	277,076		$	193,819		$	298,616		$	(252,381	)	$	517,130
Cash flows — Investing activities:
Capital expenditures	—			(43,600		)	(91,939		)	—			(135,539		)
Payments for acquisitions, net of cash acquired	—			—			(3,996		)	—			(3,996		)
Intercompany loan proceeds	12,499			32,705			54,746			(99,950		)	—
Intercompany loan payments	—			(28,372		)	(138,918		)	167,290			—
Intercompany capital contribution	—			(483		)	—			483			—
Proceeds from disposal of assets	—			2,268			14,665			—			16,933
Affiliate investment activity, net	—			—			(3,825		)	—			(3,825		)
Net cash flows provided (used) by investing activities	12,499			(37,482		)	(169,267		)	67,823			(126,427		)
Cash flows — Financing activities:
Excess tax benefits from stock-based payment arrangements	—			8,985			2,222			—			11,207
Payments on long-term debt	(480,000		)	—			—			—			(480,000		)
Proceeds from issuance of senior notes	498,075			—			—			—			498,075
Proceeds from issuance of long-term debt	400,000			—			—			—			400,000
Net borrowings (payments) under other financing arrangements	9			(20		)	5,818			—			5,807
Repurchases of common shares	(771,942		)	—			—			—			(771,942		)
Payments of dividends	(73,765		)	—			—			—			(73,765		)
Payment of deferred loan costs	(9,901		)	—			—			—			(9,901		)
Intercompany loan proceeds	—			138,918			28,372			(167,290		)	—
Intercompany loan payments	—			(67,245		)	(32,705		)	99,950			—
Intercompany capital contribution	—			—			483			(483		)	—
Intercompany dividends	—			(236,975		)	(15,406		)	252,381			—
All other financing, net	250			—			(8,653		)	—			(8,403		)
Net cash flows used by financing activities	(437,274		)	(156,337		)	(19,869		)	184,558			(428,922		)
Effect of exchange rate changes on cash	—			—			5,115			—			5,115
Net change in cash and cash equivalents	(147,699		)	—			114,595			—			(33,104		)
Cash and cash equivalents at beginning of year	150,308			—			187,048			—			337,356
Cash and cash equivalents at end of year	$	2,609		$	—		$	301,643		$	—		$	304,252

	Year Ended December 31, 2011
	Parent (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
(Amounts in thousands)
Net cash flows provided by operating activities	$	157,811		$	135,303		$	77,557		$	(152,458	)	$	218,213
Cash flows — Investing activities:
Capital expenditures	—			(30,138		)	(77,829		)	—			(107,967		)
Payments for acquisitions, net of cash acquired	—			(90,505		)	—			—			(90,505		)
Intercompany return of capital	—			109,432			—			(109,432		)	—
Intercompany loan proceeds	25,000			28,267			—			(53,267		)	—
Proceeds from disposal of assets	—			130			4,139			—			4,269
Net cash flows provided (used) by investing activities	25,000			17,186			(73,690		)	(162,699		)	(194,203		)
Cash flows — Financing activities:
Excess tax benefits from stock-based payment arrangements	—			3,963			1,705			—			5,668
Payments on long-term debt	(25,000		)	—			—			—			(25,000		)
Net (payments) proceeds under other financing arrangements	—			(20		)	1,601			—			1,581
Repurchase of common shares	(150,000		)	—			—			—			(150,000		)
Payment of dividends	(69,557		)	—			—			—			(69,557		)
Intercompany loan payments	—			(25,000		)	(28,267		)	53,267			—
Intercompany distributions of capital	—			—			(109,432		)	109,432			—
Intercompany dividends	—			(131,432		)	(21,026		)	152,458			—
All other financing, net	547			—			(2,195		)	—			(1,648		)
Net cash flows used by financing activities	(244,010		)	(152,489		)	(157,614		)	315,157			(238,956		)
Effect of exchange rate changes on cash	—			—			(5,277		)	—			(5,277		)
Net change in cash and cash equivalents	(61,199		)	—			(159,024		)	—			(220,223		)
Cash and cash equivalents at beginning of year	211,507			—			346,072			—			557,579
Cash and cash equivalents at end of year	$	150,308		$	—		$	187,048		$	—		$	337,356

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Inventories (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Components of Inventory
Raw materials	$ 356,899,000	$ 351,705,000
Work in process	786,664,000	798,662,000
Finished goods	306,765,000	288,160,000
Less: Progress billings	(304,395,000)	(275,611,000)
Less: Excess and obsolete reserve	(85,263,000)	(76,253,000)
Inventories, net	1,060,670,000	1,086,663,000
Expenses due to excess and obsolete inventory	$ 24,400,000	$ 18,200,000	$ 16,500,000

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Significant Accounting Policies and Accounting Developments (Earnings Per Share) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2013		Sep. 30, 2013		Jun. 30, 2013		Mar. 31, 2013		Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Earnings per share and weighted average number of shares outstanding [Abstract]
Net earnings of Flowserve Corporation	$ 141,100		$ 126,300		$ 120,400		$ 97,800		$ 141,600		$ 106,300		$ 107,300		$ 93,100		$ 485,530	$ 448,339	$ 428,582
Dividends on restricted shares not expected to vest																	13	15	15
Earnings attributable to common and participating shareholders																	$ 485,543	$ 448,354	$ 428,597
Weighted average shares:
Common stock																	140,901,000	156,057,000	165,819,000
Participating securities																	698,000	792,000	809,000
Denominator for basic earnings per common share																	141,599,000	156,849,000	166,628,000
Effect of potentially dilutive securities																	830,000	1,121,000	1,679,000
Denominator for diluted earnings per common share																	142,429,000	157,970,000	168,307,000
Earnings per common share attributable to Flowserve Corporation common shareholders:
Basic	$ 1.01	[1]	$ 0.90	[1]	$ 0.85	[1]	$ 0.68	[1]	$ 0.95	[1]	$ 0.70	[1]	$ 0.66	[1]	$ 0.57	[1]	$ 3.43	$ 2.86	$ 2.57
Diluted	$ 1.01	[1]	$ 0.90	[1]	$ 0.84	[1]	$ 0.67	[1]	$ 0.94	[1]	$ 0.69	[1]	$ 0.66	[1]	$ 0.56	[1]	$ 3.41	$ 2.84	$ 2.55
Options to purchase common stock, excluded from dilutive securities																	0	0	0

[1] Earnings per share is computed independently for each of the quarters presented. The sum of the quarters may not equal the total year amount due to the impact of changes in weighted average quarterly shares outstanding.

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Debt and Lease Obligations (Senior Notes) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended			12 Months Ended			12 Months Ended
	Dec. 31, 2013 2023 Senior notes [Member]	Nov. 01, 2013 2023 Senior notes [Member]	Dec. 31, 2012 2023 Senior notes [Member]	Dec. 31, 2013 2022 Senior notes [Member]	Dec. 31, 2012 2022 Senior notes [Member]	Sep. 11, 2012 2022 Senior notes [Member]	Dec. 31, 2013 Senior Notes [Member]	Jun. 15, 2012 Bridge Loan [Member]
Debt Instrument [Line Items]
Debt Instrument, Issuance Date	Nov. 01, 2013			Sep. 11, 2012
Debt Instrument, Face Amount	$ 300.0					$ 500.0
Debt Instrument, Maturity Date	Nov. 15, 2023				Sep. 15, 2022
Debt Instrument, Interest Rate, Stated Percentage	4.00%		4.00%	3.50%	3.50%	3.50%
Price of senior notes, stated as percentage of principal amount		99.532%				99.615%
Redemption price, states as percentage of principal amount							100.00%
Domestic subsidiaries unconditional guarantee							1
Basis points increase over Treasury Rate upon redemption	25			30
Bridge Loan								$ 250.0

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Stock-Based Compensation Plans (Disclosures by Compensation Plans) (Details)	Dec. 31, 2013 Plan 2004 [Member]	Apr. 21, 2004 Plan 2004 [Member]	Dec. 31, 2013 Plan 2010 [Member]	Dec. 31, 2010 Plan 2010 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized to issue under share based compensation plans		10,500,000		8,700,000
Common stock available under stock option plan	827,835		5,676,596

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Pension and Postretirement Benefits (Change in Benefit Obligation) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
U.S Defined Benefit Plans [Member]
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Beginning Balance	$ 423,547		$ 387,131
Service cost	23,355		21,222		19,754
Interest cost	15,089		16,458		17,217
Actuarial (gain) loss	(22,356)		21,960
Net benefits and expenses paid	(33,823)		(23,224)
Ending Balance	405,812		423,547		387,131
Accumulated benefit obligations	405,812		423,547
Non-U.S Defined Benefit Plans [Member]
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Beginning Balance	340,348		271,638
Service cost	6,819		4,681		5,113
Interest cost	13,486		13,724		13,867
Employee contributions	267		210
Settlements, plan amendments and other	1,573		2,114
Actuarial (gain) loss	8,664	[1]	51,277	[1]
Net benefits and expenses paid	(16,491)		(13,735)
Currency translation impact	8,759	[2]	10,439	[2]
Ending Balance	363,425		340,348		271,638
Accumulated benefit obligations	340,223		316,667
Postretirement Medical Benefits [Member]
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Beginning Balance	34,967		35,045
Service cost	6		11		12
Interest cost	1,066		1,462		1,782
Employee contributions	2,151		2,126
Medicare subsidies receivable	789		500
Actuarial (gain) loss	(857)		2,213
Net benefits and expenses paid	(6,645)		(6,390)
Ending Balance	$ 31,477		$ 34,967		$ 35,045

[1] The 2012 actuarial losses primarily reflect the impact of assumption changes in the Euro zone and U.K. plans for 2012

[2] The currency translation impact reflects the weakening of the U.S. dollar exchange rate against our significant currencies, primarily the British pound and the Euro.

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Significant Accounting Policies and Accounting Developments (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended							3 Months Ended	12 Months Ended
	Jun. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Minimum [Member]	Dec. 31, 2013 Maximum [Member]	Feb. 12, 2013 Prior rate [Member]	Feb. 12, 2013 Current Rate [Member]	Mar. 31, 2013 Venezuela [Member]	Dec. 31, 2013 Venezuela [Member]
Stock split, conversion ratio	3
Foreign currency exchange rate, translation							4.3	6.3
Segment sales percentage of consolidated sales										1.00%
Segment long lived assets percentage of consolidated long lived assets										1.00%
Foreign currency translation loss									$ 4.0
Share-based Compensation [Abstract]
Restricted shares grant period		4 years
Revenue Recognition [Abstract]
Period of delivery of products and services		one to two-year period
Percentage of completion revenue		7.00%	7.00%	7.00%
General extension period for service and repair contracts		5 years
Maximum percentage of revenue on fixed fee services		1.00%	1.00%	1.00%
Warranty obligations sales trend period		24 months
Finite-Lived Intangible Assets, Net [Abstract]
Intangible asset, useful life					3 years	40 years
Research and Development [Abstract]
Research and development costs		$ 37.8	$ 38.9	$ 35.0

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Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Carrying Amount of Goodwill

The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 are as follows:

	EPD		IPD		FCD		Total
	(Amounts in thousands)
Balance as of January 1, 2012	$	444,431	$	121,244	$	479,402	$	1,045,077
Acquisition(1)	1,812		—		—		1,812
Currency translation	1,317		162		5,484		6,963
Balance as of December 31, 2012	$	447,560	$	121,406	$	484,886	$	1,053,852
Acquisition(1)	—		43,865		—		43,865
Currency translation	1,936		261		7,637		9,834
Balance as of December 31, 2013	$	449,496	$	165,532	$	492,523	$	1,107,551

_______________________________________

(1) Goodwill primarily related to the purchase price adjustments for the acquisition of LPI in 2012 and the Innomag acquisition in 2013. See Note 2 for additional information.

Schedule of Changes in Intangible Assets

The following table provides information about our intangible assets for the years ended December 31, 2013 and 2012:

		December 31, 2013					December 31, 2012
	Useful Life (Years)	Ending Gross Amount		Accumulated Amortization			Ending Gross Amount		Accumulated Amortization
	(Amounts in thousands, except years)
Finite-lived intangible assets:
Engineering drawings(1)	10-20	$	93,687	$	(61,401	)	$	92,760	$	(57,252	)
Existing customer relationships(2)	5-10	40,077		(15,241		)	32,484		(10,024		)
Patents	9-16	32,963		(28,013		)	33,037		(27,061		)
Other	3-50	40,797		(25,438		)	30,647		(23,088		)
		$	207,524	$	(130,093	)	$	188,928	$	(117,425	)
Indefinite-lived intangible assets(3)		$	84,670	$	(1,553	)	$	80,057	$	(1,485	)

____________________________________

(1) Engineering drawings represent the estimated fair value associated with specific acquired product and component schematics.

(2) Existing customer relationships acquired prior to 2011 had a useful life of five years.

(3) Accumulated amortization for indefinite-lived intangible assets relates to amounts recorded prior to the implementation date of guidance issued in ASC 350.

Schedule of Actual and Estimated Future Amortization of Finite-Lived Intangible Assets

The following schedule outlines actual amortization expense recognized during 2013 and an estimate of future amortization based upon the finite-lived intangible assets owned at December 31, 2013:

	Amortization Expense
	(Amounts in thousands)
Actual for year ended December 31, 2013	$	12,801
Estimated for year ending December 31, 2014	13,827
Estimated for year ending December 31, 2015	10,764
Estimated for year ending December 31, 2016	9,204
Estimated for year ending December 31, 2017	8,161
Estimated for year ending December 31, 2018	8,025
Thereafter	27,450

Amortization expense for finite-lived intangible assets was $16.0 million in 2012 and $14.2 million in 2011.

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Pension and Postretirement Benefits (Expected Benefit Payments) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
U.S Defined Benefit Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Expected Payment, 2014	$ 34.4
Expected Payment, 2015	35.5
Expected Payment, 2016	36.7
Expected Payment, 2017	37.7
Expected Payment, 2018	39.1
Expected Payment, 2019-2023	203.7
Non-U.S Defined Benefit Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Expected Payment, 2014	16.9
Expected Payment, 2015	16.1
Expected Payment, 2016	16.8
Expected Payment, 2017	18.3
Expected Payment, 2018	19.5
Expected Payment, 2019-2023	107.8
Postretirement Medical Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Expected Payment, 2014	4.1
Expected Payment, 2015	3.9
Expected Payment, 2016	3.6
Expected Payment, 2017	3.4
Expected Payment, 2018	3.1
Expected Payment, 2019-2023	11.1
Medicare Subsidy, 2014	0.2
Medicare Subsidy, 2015	0.2
Medicare Subsidy, 2016	0.2
Medicare Subsidy, 2017	0.2
Medicare Subsidy, 2018	0.2
Medicare Subsidy, 2019-2023	$ 0.9

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Debt and Lease Obligations (Future Minimum Lease Payments Due) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Debt Disclosure [Abstract]
Operating leases, rent expense	$ 62,300,000	$ 63,600,000	$ 52,800,000
2014	54,109,000
2015	42,798,000
2016	32,659,000
2017	25,610,000
2018	19,954,000
Thereafter	47,022,000
Total minimum lease payments	$ 222,152,000

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Business Segment Information (Sales and Long-lived Assets by Geographic Area) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended										12 Months Ended
	Dec. 31, 2013		Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012		Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Revenues from External Customers and Long-Lived Assets [Line Items]
Sales	$ 1,389,400		$ 1,229,100	$ 1,239,500	$ 1,096,600	$ 1,328,200		$ 1,165,900	$ 1,182,200	$ 1,075,000	$ 4,954,619		$ 4,751,339		$ 4,510,201
Percentage, Sales											100.00%		100.00%		100.00%
Long-Lived Assets	901,719					840,109					901,719		840,109		767,858
Percentage, Long-Lived Assets	100.00%					100.00%					100.00%		100.00%		100.00%
Sales Revenue, Goods, Net [Member] | Geographic Concentration Risk [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Percentage of net sales to international customers to total sales											71.00%		71.00%		73.00%
United States [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Sales											1,699,053		1,597,737		1,507,209
Percentage, Sales											34.30%		33.60%		33.40%
Long-Lived Assets	374,125					332,667					374,125		332,667		314,405
Percentage, Long-Lived Assets	41.50%					39.60%					41.50%		39.60%		40.90%
EMA [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Sales											2,102,428	[1]	2,054,809	[1]	1,954,212	[1]
Percentage, Sales											42.40%	[1]	43.20%	[1]	43.30%	[1]
Long-Lived Assets	287,071	[1]				273,274	[1]				287,071	[1]	273,274	[1]	262,083	[1]
Percentage, Long-Lived Assets	31.80%	[1]				32.50%	[1]				31.80%	[1]	32.50%	[1]	34.10%	[1]
Asia [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Sales											552,383	[2]	548,589	[2]	517,375	[2]
Percentage, Sales											11.20%	[2]	11.60%	[2]	11.50%	[2]
Long-Lived Assets	124,619	[2]				122,911	[2]				124,619	[2]	122,911	[2]	99,278	[2]
Percentage, Long-Lived Assets	13.80%	[2]				14.60%	[2]				13.80%	[2]	14.60%	[2]	12.90%	[2]
Other [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Sales											600,755	[3]	550,204	[3]	531,405	[3]
Percentage, Sales											12.10%	[3]	11.60%	[3]	11.80%	[3]
Long-Lived Assets	$ 115,904	[3]				$ 111,257	[3]				$ 115,904	[3]	$ 111,257	[3]	$ 92,092	[3]
Percentage, Long-Lived Assets	12.90%	[3]				13.30%	[3]				12.90%	[3]	13.30%	[3]	12.10%	[3]

[1] No individual country within this group represents 10% or more of consolidated totals for any period presented.

[2] "Asia" includes Asia and Australia. No individual country within this group represents 10% or more of consolidated totals for any period presented.

[3] "Other" includes Canada and Latin America. No individual country within this group represents 10% or more of consolidated totals for any period presented.

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Stock-Based Compensation Plans (Range of Exercise Prices per Share) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Range of Exercise Prices per Share
Weighted Average Remaining Conctractual Life	2 years 9 months 18 days	3 years 3 months 18 days
Number Outstanding	97,962
Weighted Average Exercise Price per Share	$ 16.61
$8.08 - $14.14 [Member]
Range of Exercise Prices per Share
Weighted Average Remaining Conctractual Life	1 year 6 months 11 days
Number Outstanding	10,500
Weighted Average Exercise Price per Share	$ 10.32
Prices per Share, lower range	$ 8.08
Prices per Share, upper range	$ 14.14
$14.15 - $16.16 [Member]
Range of Exercise Prices per Share
Weighted Average Remaining Conctractual Life	2 years 1 month 13 days
Number Outstanding	3,201
Weighted Average Exercise Price per Share	$ 16.06
Prices per Share, lower range	$ 14.15
Prices per Share, upper range	$ 16.16
$16.17 - $18.18 [Member]
Range of Exercise Prices per Share
Weighted Average Remaining Conctractual Life	2 years 11 months 12 days
Number Outstanding	84,261
Weighted Average Exercise Price per Share	$ 17.42
Prices per Share, lower range	$ 16.17
Prices per Share, upper range	$ 18.18

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Supplemental Guarantor Financial Information (Cash Flow) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Condensed Financial Statements, Captions [Line Items]
Net cash flows provided (used) by operating activities	$ 487,759	$ 517,130	$ 218,213
Capital expenditures	(139,090)	(135,539)	(107,967)
Payments for acquisitions, net of cash acquired	(76,801)	(3,996)	(90,505)
Intercompany return of capital			0
Intercompany capital contributions		0
Intercompany loan proceeds	0	0	0
Intercompany loan payments	0	0
Proceeds from disposal of assets	1,653	16,933	4,269
Affiliate investing activity, net	46,240	(3,825)	0
Net cash flows used by investing activities	(167,998)	(126,427)	(194,203)
Excess tax benefits from stock-based payment arrangements	10,111	11,207	5,668
Payments on long-term debt	(25,000)	(480,000)	(25,000)
Proceeds from Issuance of senior notes	298,596	498,075	0
Proceeds from issuance of long-term debt	0	400,000	0
Net borrowings (payments) under other financing arrangements	(401)	5,807	1,581
Repurchases of common shares	(458,310)	(771,942)	(150,000)
Payments of dividends	(76,897)	(73,765)	(69,557)
Payments of deferred loan costs	(3,744)	(9,901)	0
Intercompany loan proceeds, financing	0	0
Intercompany loan payments, financing	0	0	0
Intercompany distribution of capital		0	0
Intercompany dividend	0	0	0
All other financing activities, net	(179)	(8,403)	(1,648)
Net cash flows used by financing activities	(255,824)	(428,922)	(238,956)
Effect of exchange rate changes on cash	(4,385)	5,115	(5,277)
Net change in cash and cash equivalents	59,552	(33,104)	(220,223)
Cash and cash equivalents at beginning of period	304,252	337,356	557,579
Cash and cash equivalents at end of period	363,804	304,252	337,356
Parent (Issuer) [Member]
Condensed Financial Statements, Captions [Line Items]
Net cash flows provided (used) by operating activities	261,741	277,076	157,811
Capital expenditures	0	0	0
Payments for acquisitions, net of cash acquired	0	0	0
Intercompany return of capital			0
Intercompany capital contributions		0
Intercompany loan proceeds	30,000	12,499	25,000
Intercompany loan payments	0	0
Proceeds from disposal of assets	0	0	0
Affiliate investing activity, net	0	0
Net cash flows used by investing activities	30,000	12,499	25,000
Excess tax benefits from stock-based payment arrangements	0	0	0
Payments on long-term debt	(25,000)	(480,000)	(25,000)
Proceeds from Issuance of senior notes	298,596	498,075
Proceeds from issuance of long-term debt		400,000
Net borrowings (payments) under other financing arrangements	0	9	0
Repurchases of common shares	(458,310)	(771,942)	(150,000)
Payments of dividends	(76,897)	(73,765)	(69,557)
Payments of deferred loan costs	(3,744)	(9,901)
Intercompany loan proceeds, financing	0	0
Intercompany loan payments, financing	0	0	0
Intercompany distribution of capital		0	0
Intercompany dividend	0	0	0
All other financing activities, net	91	250	547
Net cash flows used by financing activities	(265,264)	(437,274)	(244,010)
Effect of exchange rate changes on cash	0	0	0
Net change in cash and cash equivalents	26,477	(147,699)	(61,199)
Cash and cash equivalents at beginning of period	2,609	150,308	211,507
Cash and cash equivalents at end of period	29,086	2,609	150,308
Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net cash flows provided (used) by operating activities	279,594	193,819	135,303
Capital expenditures	(44,380)	(43,600)	(30,138)
Payments for acquisitions, net of cash acquired	(66,658)	0	(90,505)
Intercompany return of capital			109,432
Intercompany capital contributions		(483)
Intercompany loan proceeds	911	32,705	28,267
Intercompany loan payments	(68)	(28,372)
Proceeds from disposal of assets	110	2,268	130
Affiliate investing activity, net	0	0
Net cash flows used by investing activities	(110,085)	(37,482)	17,186
Excess tax benefits from stock-based payment arrangements	8,266	8,985	3,963
Payments on long-term debt	0	0	0
Proceeds from Issuance of senior notes	0	0
Proceeds from issuance of long-term debt		0
Net borrowings (payments) under other financing arrangements	(20)	(20)	(20)
Repurchases of common shares	0	0	0
Payments of dividends	0	0	0
Payments of deferred loan costs	0	0
Intercompany loan proceeds, financing	173,510	138,918
Intercompany loan payments, financing	(102,037)	(67,245)	(25,000)
Intercompany distribution of capital		0	0
Intercompany dividend	(249,228)	(236,975)	(131,432)
All other financing activities, net	0	0	0
Net cash flows used by financing activities	(169,509)	(156,337)	(152,489)
Effect of exchange rate changes on cash	0	0	0
Net change in cash and cash equivalents	0	0	0
Cash and cash equivalents at beginning of period	0	0	0
Cash and cash equivalents at end of period	0	0	0
Nonguarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net cash flows provided (used) by operating activities	214,066	298,616	77,557
Capital expenditures	(94,710)	(91,939)	(77,829)
Payments for acquisitions, net of cash acquired	(10,143)	(3,996)	0
Intercompany return of capital			0
Intercompany capital contributions		0
Intercompany loan proceeds	72,037	54,746	0
Intercompany loan payments	(173,510)	(138,918)
Proceeds from disposal of assets	1,543	14,665	4,139
Affiliate investing activity, net	46,240	(3,825)
Net cash flows used by investing activities	(158,543)	(169,267)	(73,690)
Excess tax benefits from stock-based payment arrangements	1,845	2,222	1,705
Payments on long-term debt	0	0	0
Proceeds from Issuance of senior notes	0	0
Proceeds from issuance of long-term debt		0
Net borrowings (payments) under other financing arrangements	(381)	5,818	1,601
Repurchases of common shares	0	0	0
Payments of dividends	0	0	0
Payments of deferred loan costs	0	0
Intercompany loan proceeds, financing	68	28,372
Intercompany loan payments, financing	(911)	(32,705)	(28,267)
Intercompany distribution of capital		483	(109,432)
Intercompany dividend	(18,414)	(15,406)	(21,026)
All other financing activities, net	(270)	(8,653)	(2,195)
Net cash flows used by financing activities	(18,063)	(19,869)	(157,614)
Effect of exchange rate changes on cash	(4,385)	5,115	(5,277)
Net change in cash and cash equivalents	33,075	114,595	(159,024)
Cash and cash equivalents at beginning of period	301,643	187,048	346,072
Cash and cash equivalents at end of period	334,718	301,643	187,048
Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Net cash flows provided (used) by operating activities	(267,642)	(252,381)	(152,458)
Capital expenditures	0	0	0
Payments for acquisitions, net of cash acquired	0	0	0
Intercompany return of capital			(109,432)
Intercompany capital contributions		483
Intercompany loan proceeds	(102,948)	(99,950)	(53,267)
Intercompany loan payments	173,578	167,290
Proceeds from disposal of assets	0	0	0
Affiliate investing activity, net	0	0
Net cash flows used by investing activities	70,630	67,823	(162,699)
Excess tax benefits from stock-based payment arrangements	0	0	0
Payments on long-term debt	0	0	0
Proceeds from Issuance of senior notes	0	0
Proceeds from issuance of long-term debt		0
Net borrowings (payments) under other financing arrangements	0	0	0
Repurchases of common shares	0	0	0
Payments of dividends	0	0	0
Payments of deferred loan costs	0	0
Intercompany loan proceeds, financing	(173,578)	(167,290)
Intercompany loan payments, financing	102,948	99,950	53,267
Intercompany distribution of capital		(483)	109,432
Intercompany dividend	267,642	252,381	152,458
All other financing activities, net	0	0	0
Net cash flows used by financing activities	197,012	184,558	315,157
Effect of exchange rate changes on cash	0	0	0
Net change in cash and cash equivalents	0	0	0
Cash and cash equivalents at beginning of period	0	0	0
Cash and cash equivalents at end of period	$ 0	$ 0	$ 0

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Shareholders' Equity Shareholders' Equity (Details) (USD $)	0 Months Ended	3 Months Ended	12 Months Ended							0 Months Ended	12 Months Ended		0 Months Ended	12 Months Ended	0 Months Ended	12 Months Ended
	May 31, 2012	Jun. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	May 23, 2013	May 22, 2013	Feb. 19, 2013	Feb. 20, 2012	Dec. 12, 2012 Share Repurchase Program 2012 [Member]	Dec. 31, 2012 Share Repurchase Program 2012 [Member]	Dec. 31, 2011 Share Repurchase Program 2011 [Member]	Jun. 15, 2012 ASR Program [Member]	Dec. 31, 2012 ASR Program [Member]	Feb. 19, 2013 Share repurchase program 2013 [Member]	Dec. 31, 2013 Share repurchase program 2013 [Member]	Feb. 17, 2014 Subsequent Event [Member]
Common shares, par value		$ 1.25	$ 1.25	$ 1.25
Adjustments to Additional Paid in Capital, Stock Split		$ 147,300,000
Common stock, shares authorized			305,000,000	305,000,000		305,000,000.0	120,000,000.0
Stock split, conversion ratio		3
Common Stock Dividends, Shares, Percentage		200.00%
Stock Issued During Period, Shares, Stock Splits		117,861,772
Dividend Per Common Share Minimum								$ 0.12	$ 0.11								$ 0.14
Dividend Per Common Share Maximum								$ 0.14	$ 0.12								$ 0.16
Stock Repurchase Program, Authorized Amount	1,000,000,000.0												300,000,000		750,000,000
Stock Repurchase Program, Remaining Authorized Repurchase Amount			384,400,000												193,000,000
Treasury stock, acquired			$ 458,310,000	$ 771,942,000	$ 150,000,000						$ 771,900,000	$ 150,000,000				$ 458,300,000
Treasury stock, shares acquired										18,638,340		4,448,499		7,243,191		8,142,723
Treasury stock acquired, weighted average price per share														$ 42.31

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Pension and Postretirement Benefits (Plan Assets by Percentage Allocation) (Details)	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012
U.S Defined Benefit Plans [Member] | U.S. Large Cap [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan assets, target allocation	19.00%		28.00%
Plan assets, actual allocation	20.00%		28.00%
U.S Defined Benefit Plans [Member] | U.S. Small Cap [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan assets, target allocation	4.00%		4.00%
Plan assets, actual allocation	4.00%		4.00%
U.S Defined Benefit Plans [Member] | International Large Cap [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan assets, target allocation	14.00%		14.00%
Plan assets, actual allocation	14.00%		14.00%
U.S Defined Benefit Plans [Member] | Long-Term Government/Credit [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan assets, target allocation	10.00%		21.00%
Plan assets, actual allocation	10.00%		21.00%
U.S Defined Benefit Plans [Member] | Intermediate Bond [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan assets, target allocation	0.00%		28.00%
Plan assets, actual allocation	0.00%		28.00%
U.S Defined Benefit Plans [Member] | Other [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan assets, target allocation	0.00%	[1]	0.00%	[1]
Plan assets, actual allocation	0.00%	[1]	0.00%	[1]
U.S Defined Benefit Plans [Member] | Emerging Markets [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan assets, target allocation	5.00%		4.00%
Plan assets, actual allocation	5.00%		4.00%
U.S Defined Benefit Plans [Member] | World Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan assets, target allocation	8.00%		0.00%
Plan assets, actual allocation	8.00%		0.00%
U.S Defined Benefit Plans [Member] | Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan assets, target allocation	50.00%		50.00%
Plan assets, actual allocation	51.00%		50.00%
U.S Defined Benefit Plans [Member] | Liability Driven Investment [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan assets, target allocation	40.00%		0.00%
Plan assets, actual allocation	39.00%		0.00%
U.S Defined Benefit Plans [Member] | Fixed Income [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan assets, target allocation	50.00%		50.00%
Plan assets, actual allocation	49.00%		50.00%
Non-U.S Defined Benefit Plans [Member] | North American Companies [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan assets, target allocation	3.00%		5.00%
Plan assets, actual allocation	3.00%		5.00%
Non-U.S Defined Benefit Plans [Member] | U.K. Companies [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan assets, target allocation	10.00%		19.00%
Plan assets, actual allocation	10.00%		19.00%
Non-U.S Defined Benefit Plans [Member] | European Companies [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan assets, target allocation	4.00%		6.00%
Plan assets, actual allocation	4.00%		6.00%
Non-U.S Defined Benefit Plans [Member] | Asia Pacific Companies [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan assets, target allocation	3.00%		5.00%
Plan assets, actual allocation	3.00%		5.00%
Non-U.S Defined Benefit Plans [Member] | Global Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan assets, target allocation	8.00%		1.00%
Plan assets, actual allocation	8.00%		1.00%
Non-U.S Defined Benefit Plans [Member] | Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan assets, target allocation	28.00%		36.00%
Plan assets, actual allocation	28.00%		36.00%
Non-U.S Defined Benefit Plans [Member] | U.K. Government Gilt Index [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan assets, target allocation	28.00%		21.00%
Plan assets, actual allocation	28.00%		21.00%
Non-U.S Defined Benefit Plans [Member] | U.K. Corporate Bond Index [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan assets, target allocation	21.00%		19.00%
Plan assets, actual allocation	21.00%		19.00%
Non-U.S Defined Benefit Plans [Member] | Global Index Income Bond [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan assets, target allocation	20.00%		22.00%
Plan assets, actual allocation	20.00%		22.00%
Non-U.S Defined Benefit Plans [Member] | Fixed Income [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan assets, target allocation	69.00%		62.00%
Plan assets, actual allocation	69.00%		62.00%
Non-U.S Defined Benefit Plans [Member] | Other [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan assets, target allocation	3.00%		2.00%
Plan assets, actual allocation	3.00%		2.00%

[1] Less than 1% of holdings are in the Other category in 2013.

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Income Taxes (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Current:
U.S. federal	$ 61,670,000	$ 73,444,000	$ 42,596,000
Non-U.S.	112,471,000	101,166,000	95,677,000
State and local	7,537,000	3,454,000	6,567,000
Total current	181,678,000	178,064,000	144,840,000
Deferred:
U.S. federal	8,771,000	(823,000)	19,086,000
Non-U.S.	13,120,000	(17,268,000)	(11,918,000)
State and local	1,132,000	793,000	6,516,000
Total deferred	23,023,000	(17,298,000)	13,684,000
Total provision	204,701,000	160,766,000	158,524,000
Tax deductions related to exercise of non-qualified employee stock options and vesting of restricted stock	10,100,000	11,000,000	5,700,000
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Statutory federal income tax at 35%	242,600,000	214,000,000	205,700,000
Foreign impact, net	(40,700,000)	(50,600,000)	(55,000,000)
State and local income taxes, net	8,700,000	4,200,000	13,100,000
Other	(5,900,000)	(6,800,000)	(5,300,000)
Effective tax rate	29.50%	26.30%	27.00%
Statutory federal income tax rate	35.00%	35.00%	35.00%
Cumulative amount of undistributed earnings considered permanently reinvested	1,700,000,000
Cash and deemed dividend distributions, tax (expense) benefit	(5,000,000)	2,300,000	9,500,000
Deferred tax assets related to:
Retirement benefits	25,798,000	47,112,000
Net operating loss carryforwards	23,943,000	28,801,000
Compensation accruals	54,518,000	53,307,000
Inventories	56,487,000	60,556,000
Credit carryforwards	32,384,000	35,384,000
Warranty and accrued liabilities	20,626,000	24,263,000
Other	42,809,000	36,965,000
Total deferred tax assets	256,565,000	286,388,000
Valuation allowances	(18,058,000)	(17,975,000)
Net deferred tax assets	238,507,000	268,413,000
Deferred tax liabilities related to:
Property, plant and equipment	(36,191,000)	(27,246,000)
Goodwill and intangibles	(138,635,000)	(128,227,000)
Other	(9,269,000)	(8,299,000)
Total deferred tax liabilities	(184,095,000)	(163,772,000)
Deferred tax assets, net	54,412,000	104,641,000
Net operating loss carryforwards	147,400,000
Earnings before income taxes comprised:
U.S.	231,179,000	220,684,000	247,684,000
Non-U.S.	461,842,000	390,881,000	340,071,000
Total	693,021,000	611,565,000	587,755,000
Reconciliation of the total gross amount of unrecognized tax benefits, excluding interest and penalities:
Beginning balance	59,100,000	93,800,000	104,600,000
Gross amount of (decreases) increases in unrecognized tax benefits resulting from tax positions taken:
During a prior year	3,900,000	(1,400,000)	1,000,000
During the current period	8,900,000	10,300,000	8,800,000
Decreases in unrecognized tax benefits related to:
Settlements with taxing authorities	(100,000)	(21,000,000)	(9,800,000)
Lapse of applicable statute of limitations	(11,500,000)	(23,000,000)	(8,300,000)
(Decreases) increases in unrecognized tax benefits relating to foreign currency translation adjustments	(1,000,000)	400,000	(2,500,000)
Ending balance	59,300,000	59,100,000	93,800,000
Gross unrecognized tax benefits	75,500,000
Gross unrecognized tax benefits, accrued interest and penalties	16,200,000
Unrecognized tax benefits, if recognized, would favorably impact effective tax rate	57,200,000
Interest and penalties recognized in consolidated statements of income	2,400,000	2,900,000	1,900,000
Unrecognized tax benefits minimum amount of estimated reduction within the next twelve months	14,000,000
State [Member]
Deferred tax liabilities related to:
Net operating loss carryforwards	39,700,000
Foreign Tax Authority [Member]
Deferred tax liabilities related to:
Tax credit carryforwards	$ 27,900,000

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Pension and Postretirement Benefits (Assumptions) (Details)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
U.S Defined Benefit Plans [Member]
Weighted average assumptions used to determine Benefit Obligations:
Discount rate	4.50%	3.75%	4.50%
Rate of increase in compensation levels	4.25%	4.25%	4.25%
Weighted average assumptions used to determine net expense:
Long-term rate of return on assets	6.00%	6.25%	6.25%
Discount rate	3.75%	4.50%	5.00%
Rate of increase in compensation levels	4.25%	4.25%	4.25%
Non-U.S Defined Benefit Plans [Member]
Weighted average assumptions used to determine Benefit Obligations:
Discount rate	4.22%	4.16%	5.09%
Rate of increase in compensation levels	3.83%	3.84%	3.56%
Weighted average assumptions used to determine net expense:
Long-term rate of return on assets	5.49%	5.78%	6.13%
Discount rate	4.16%	5.09%	5.13%
Rate of increase in compensation levels	3.84%	3.56%	3.46%
Postretirement Medical Benefits [Member]
Weighted average assumptions used to determine Benefit Obligations:
Discount rate	4.00%	3.25%	4.25%
Weighted average assumptions used to determine net expense:
Discount rate	3.25%	4.25%	4.75%

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Debt and Lease Obligations (Senior Credit Facility) (Details) (USD $)	12 Months Ended					12 Months Ended		9 Months Ended	12 Months Ended						12 Months Ended		12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Interest Rate Swap [Member] Designated as Hedging Instrument [Member]	Dec. 31, 2012 Interest Rate Swap [Member] Designated as Hedging Instrument [Member]	Dec. 31, 2013 Term Loan Facility [Member]	Dec. 31, 2012 Term Loan Facility [Member]	Sep. 30, 2013 Senior Credit Facility [Member]	Dec. 31, 2013 Senior Credit Facility [Member]	Dec. 31, 2012 Senior Credit Facility [Member]	Dec. 31, 2013 Revolving Credit Facility [Member]	Oct. 04, 2013 Revolving Credit Facility [Member]	Oct. 03, 2013 Revolving Credit Facility [Member]	Dec. 31, 2012 Revolving Credit Facility [Member]	Dec. 31, 2013 Term Loan Or Revolving Credit Facility [Member]	Dec. 31, 2013 Swingline loan [Member]	Dec. 31, 2012 Prior Credit Agreement [Member]	Dec. 31, 2011 Prior Credit Agreement [Member]	Jun. 15, 2012 Bridge Loan [Member]	Dec. 31, 2013 Letter of Credit [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Face Amount						$ 400,000,000
Debt Instrument, Maturity Date								Oct. 04, 2018
Line of Credit Facility, Maximum Borrowing Capacity												1,000,000,000	850,000,000			30,000,000				300,000,000
Letters of Credit Outstanding, Amount									106,100,000	152,200,000
Credit agreement maximum borrowing capacity increase in additional borrowings															400,000,000
Line of Credit Facility, Amount Outstanding											0
Line of Credit Facility, Current Borrowing Capacity											893,900,000			697,800,000
Maximum permitted leverage ratio, Debt to Total Consolidated EBITDA									3.25
Minimum interest coverage, consolidated EBITDA to Total Interest Expense									3.25
Line of Credit Facility, Commitment Fee Percentage									0.175%
Repayments of Long-term Debt	25,000,000	480,000,000	25,000,000			25,000,000	5,000,000										12,500,000	25,000,000
Credit Facilities Scheduled Repayments Due in Next Four Quarters						10,000,000
Derivative, notional amount				140,000,000	275,000,000
Bridge Loan																			$ 250,000,000
Maturity Period of Bridge Loan																			364 days

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Business Segment Information

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Business Segment Information

BUSINESS SEGMENT INFORMATION

Our business segments, defined below, 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 and our economies of scale in reducing administrative and overhead costs to serve customers more cost effectively.

We conduct our operations through these three business segments based on type of product and how we manage the business:

• EPD for long lead time, custom and other highly-engineered pumps and pump systems, mechanical seals, auxiliary systems and replacement parts and related services;

• IPD for engineered and pre-configured industrial pumps and pump systems and related products and services; and

• FCD for engineered and industrial valves, control valves, actuators and controls and related services.

For decision-making purposes, our Chief Executive Officer ("CEO") and other members of senior executive management use financial information generated and reported at the reportable segment level. Our corporate headquarters does not constitute a separate division or business segment. On January 11, 2012, a new unified operational leadership structure was announced resulting in the creation of a Chief Operating Officer position. The creation of this position did not impact how we have defined the above three business segments or our assessment of our CEO as the chief operating decision maker.

We evaluate segment performance and allocate resources based on each reportable segment’s operating income. Amounts classified as "Eliminations and All Other" include corporate headquarters costs and other minor entities that do not constitute separate segments. Intersegment sales and transfers are recorded at cost plus a profit margin, with the sales and related margin on such sales eliminated in consolidation.

The following is a summary of the financial information of our reportable segments as of and for the years ended December 31, 2013, 2012 and 2011 reconciled to the amounts reported in the consolidated financial statements.

							Subtotal—Reportable Segments		Eliminations and All Other(1)			Consolidated Total
	EPD		IPD		FCD
	(Amounts in thousands)
Year Ended December 31, 2013:
Sales to external customers		$2,473,731	$	873,389	$	1,607,499	$	4,954,619	$	—		$	4,954,619
Intersegment sales	63,365		76,779		8,213		148,357		(148,357		)	—
Segment operating income	423,339		115,658		307,967		846,964		(86,681		)	760,283
Depreciation and amortization	46,494		14,122		36,590		97,206		9,186			106,392
Identifiable assets	2,260,961		827,155		1,520,085		4,608,201		428,532			5,036,733
Capital expenditures	75,379		17,445		40,205		133,029		6,061			139,090

							Subtotal—Reportable Segments		Eliminations and All Other(1)			Consolidated Total
	EPD		IPD		FCD
	(Amounts in thousands)
Year Ended December 31, 2012:
Sales to external customers	$	2,338,527	$	863,941	$	1,548,871	$	4,751,339	$	—		$	4,751,339
Intersegment sales	64,621		89,957		8,206		162,784		(162,784		)	—
Segment operating income	396,082		99,526		253,398		749,006		(73,228		)	675,778
Depreciation and amortization	48,007		13,408		36,418		97,833		9,393			107,226
Identifiable assets	2,223,791		745,276		1,485,686		4,454,753		356,205			4,810,958
Capital expenditures	64,038		17,351		46,239		127,628		7,911			135,539

							Subtotal—Reportable Segments		Eliminations and All Other(1)			Consolidated Total
	EPD		IPD		FCD
	(Amounts in thousands)
Year Ended December 31, 2011:
Sales to external customers	$	2,239,405	$	802,864	$	1,467,932	$	4,510,201	$	—		$	4,510,201
Intersegment sales	81,978		75,337		5,414		162,729		(162,729		)	—
Segment operating income	395,184		62,906		233,329		691,419		(72,742		)	618,677
Depreciation and amortization	41,199		13,864		40,912		95,975		11,586			107,561
Identifiable assets	2,055,600		740,179		1,406,531		4,202,310		420,304			4,622,614
Capital expenditures	44,714		12,834		43,797		101,345		6,622			107,967

_______________________________________

(1) The changes in identifiable assets for "Eliminations and All Other" in 2013, 2012 and 2011 are primarily a result of changes in cash balances.

Geographic Information — We attribute sales to different geographic areas based on the facilities’ locations. Long-lived assets are classified based on the geographic area in which the assets are located and exclude deferred taxes, goodwill and intangible assets. Prior period information has been updated to conform to current year presentation. Sales and long-lived assets by geographic area are as follows:

	Year Ended December 31, 2013
	Sales		Percentage		Long-Lived Assets		Percentage
	(Amounts in thousands, except percentages)
United States	$	1,699,053	34.3	%	$	374,125	41.5	%
EMA(1)	2,102,428		42.4	%	287,071		31.8	%
Asia(2)	552,383		11.2	%	124,619		13.8	%
Other(3)	600,755		12.1	%	115,904		12.9	%
Consolidated total	$	4,954,619	100.0	%	$	901,719	100.0	%

	Year Ended December 31, 2012
	Sales		Percentage		Long-Lived Assets		Percentage
	(Amounts in thousands, except percentages)
United States	$	1,597,737	33.6	%	$	332,667	39.6	%
EMA(1)	2,054,809		43.2	%	273,274		32.5	%
Asia(2)	548,589		11.6	%	122,911		14.6	%
Other(3)	550,204		11.6	%	111,257		13.3	%
Consolidated total	$	4,751,339	100.0	%	$	840,109	100.0	%

	Year Ended December 31, 2011
	Sales		Percentage		Long-Lived Assets		Percentage
	(Amounts in thousands, except percentages)
United States	$	1,507,209	33.4	%	$	314,405	40.9	%
EMA(1)	1,954,212		43.3	%	262,083		34.1	%
Asia(2)	517,375		11.5	%	99,278		12.9	%
Other(3)	531,405		11.8	%	92,092		12.1	%
Consolidated total	$	4,510,201	100.0	%	$	767,858	100.0	%

___________________________________    

(1) "EMA" includes Europe, the Middle East and Africa. No individual country within this group represents 10% or more of consolidated totals for any period presented.

(2) "Asia" includes Asia and Australia. No individual country within this group represents 10% or more of consolidated totals for any period presented.

(3) "Other" includes Canada and Latin America. No individual country within this group represents 10% or more of consolidated totals for any period presented.

Net sales to international customers, including export sales from the U.S., represented approximately 71% of total sales in 2013, 71% in 2012 and 73% in 2011.

Major Customer Information — We have a large number of customers across a large number of manufacturing and service facilities and do not believe that we have sales to any individual customer that represent 10% or more of consolidated sales for any of the years presented.

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Acquisitions and Exit of Joint Venture (Exit of Joint Venture) (Details) (USD $)	12 Months Ended			1 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Mar. 28, 2013 Audco [Member]
Schedule of Equity Method Investments [Line Items]
Proceeds from Sale of Equity Method Investments				$ 46,200,000
Percent of business acquired				100.00%
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain	15,315,000	0	0	15,300,000
Equity Method Investment, Summarized Financial Information, Assets				25,000,000
Equity Method Investment, Realized Gain (Loss) on Disposal				13,000,000
Ownership percentage				50.00%
Payments for acquisitions, net of cash acquired	$ 76,801,000	$ 3,996,000	$ 90,505,000	$ 10,100,000
Ownership percentage				50.00%

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Schedule of Provision for Income Taxes

The provision for income taxes consists of the following:

	Year Ended December 31,
	2013		2012			2011
	(Amounts in thousands)
Current:
U.S. federal	$	61,670	$	73,444		$	42,596
Non-U.S.	112,471		101,166			95,677
State and local	7,537		3,454			6,567
Total current	181,678		178,064			144,840
Deferred:
U.S. federal	8,771		(823		)	19,086
Non-U.S.	13,120		(17,268		)	(11,918		)
State and local	1,132		793			6,516
Total deferred	23,023		(17,298		)	13,684
Total provision	$	204,701	$	160,766		$	158,524

Schedule of Reconciliation Statutory Corporate Rate to Provision for Income Taxes

The provision for income taxes differs from the statutory corporate rate due to the following:

	Year Ended December 31,
	2013			2012			2011
	(Amounts in millions)
Statutory federal income tax at 35%	$	242.6		$	214.0		$	205.7
Foreign impact, net	(40.7		)	(50.6		)	(55.0		)
State and local income taxes, net	8.7			4.2			13.1
Other	(5.9		)	(6.8		)	(5.3		)
Total	$	204.7		$	160.8		$	158.5
Effective tax rate	29.5		%	26.3		%	27.0		%

Schedule of Deferred Tax Assets and Liabilities

Significant components of the consolidated deferred tax assets and liabilities were:

	December 31,
	2013			2012
	(Amounts in thousands)
Deferred tax assets related to:
Retirement benefits	$	25,798		$	47,112
Net operating loss carryforwards	23,943			28,801
Compensation accruals	54,518			53,307
Inventories	56,487			60,556
Credit carryforwards	32,384			35,384
Warranty and accrued liabilities	20,626			24,263
Other	42,809			36,965
Total deferred tax assets	256,565			286,388
Valuation allowances	(18,058		)	(17,975		)
Net deferred tax assets	238,507			268,413
Deferred tax liabilities related to:
Property, plant and equipment	(36,191		)	(27,246		)
Goodwill and intangibles	(138,635		)	(128,227		)
Other	(9,269		)	(8,299		)
Total deferred tax liabilities	(184,095		)	(163,772		)
Deferred tax assets, net	$	54,412		$	104,641

Schedule of Earnings Before Income Tax

Earnings before income taxes comprised:

	Year Ended December 31,
	2013		2012		2011
	(Amounts in thousands)
U.S.	$	231,179	$	220,684	$	247,684
Non-U.S.	461,842		390,881		340,071
Total	$	693,021	$	611,565	$	587,755

Reconciliation of Unrecognized Tax Benefits

A tabular reconciliation of the total gross amount of unrecognized tax benefits, excluding interest and penalties, is as follows (in millions):

	2013			2012			2011
Balance — January 1	$	59.1		$	93.8		$	104.6
Gross amount of increases (decreases) in unrecognized tax benefits resulting from tax positions taken:
During a prior year	3.9			(1.4		)	1.0
During the current period	8.9			10.3			8.8
Decreases in unrecognized tax benefits relating to:
Settlements with taxing authorities	(0.1		)	(21.0		)	(9.8		)
Lapse of the applicable statute of limitations	(11.5		)	(23.0		)	(8.3		)
(Decreases) increases in unrecognized tax benefits relating to foreign currency translation adjustments	(1.0		)	0.4			(2.5		)
Balance — December 31	$	59.3		$	59.1		$	93.8

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Supplemental Guarantor Financial Information (Income Statement) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Condensed Financial Statements, Captions [Line Items]
Sales	$ 1,389,400	$ 1,229,100	$ 1,239,500	$ 1,096,600	$ 1,328,200	$ 1,165,900	$ 1,182,200	$ 1,075,000	$ 4,954,619	$ 4,751,339	$ 4,510,201
Cost of sales									(3,266,524)	(3,170,388)	(2,996,555)
Gross profit	470,500	422,700	421,600	373,300	447,600	389,600	384,600	359,200	1,688,095	1,580,951	1,513,646
Selling, general and administrative expense									(966,829)	(922,125)	(914,080)
Net earnings from affiliates									39,017	16,952	19,111
Net earnings from consolidated subsidiaries, net									0	0	0
Operating income									760,283	675,778	618,677
Interest income (expense), net									(52,982)	(42,566)	(34,600)
Other income (expense), net									(14,280)	(21,647)	3,678
Earnings before income taxes	191,700	182,400	171,300	147,600	189,800	144,600	148,100	129,100	693,021	611,565	587,755
Provision for income taxes									(204,701)	(160,766)	(158,524)
Net earnings, including noncontrolling interests									488,320	450,799	429,231
Less: Net (earnings) loss attributable to noncontrolling interests									(2,790)	(2,460)	(649)
Net earnings attributable to Flowserve Corporation	141,100	126,300	120,400	97,800	141,600	106,300	107,300	93,100	485,530	448,339	428,582
Comprehensive income attributable to Flowserve Corporation									488,363	440,127	362,991
Parent (Issuer) [Member]
Condensed Financial Statements, Captions [Line Items]
Sales									0	0	0
Cost of sales									0	0	0
Gross profit									0	0	0
Selling, general and administrative expense									(3,079)	(3,571)	(7,236)
Net earnings from affiliates									0	0	0
Net earnings from consolidated subsidiaries, net									505,764	456,740	434,436
Operating income									502,685	453,169	427,200
Interest income (expense), net									(29,729)	(9,881)	(1,088)
Other income (expense), net									0	0	0
Earnings before income taxes									472,956	443,288	426,112
Provision for income taxes									12,574	5,051	2,470
Net earnings, including noncontrolling interests									485,530	448,339	428,582
Less: Net (earnings) loss attributable to noncontrolling interests									0	0	0
Net earnings attributable to Flowserve Corporation									485,530	448,339	428,582
Comprehensive income attributable to Flowserve Corporation									488,363	440,127	362,991
Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Sales									1,952,235	1,833,613	1,735,809
Cost of sales									(1,281,035)	(1,190,206)	(1,104,642)
Gross profit									671,200	643,407	631,167
Selling, general and administrative expense									(400,609)	(390,713)	(368,818)
Net earnings from affiliates									1,175	3,855	3,819
Net earnings from consolidated subsidiaries, net									345,465	309,223	272,111
Operating income									617,231	565,772	538,279
Interest income (expense), net									(11,685)	(19,347)	(18,615)
Other income (expense), net									(767)	(683)	(2,858)
Earnings before income taxes									604,779	545,742	516,806
Provision for income taxes									(99,015)	(89,002)	(82,370)
Net earnings, including noncontrolling interests									505,764	456,740	434,436
Less: Net (earnings) loss attributable to noncontrolling interests									0	0	0
Net earnings attributable to Flowserve Corporation									505,764	456,740	434,436
Comprehensive income attributable to Flowserve Corporation									508,929	446,536	369,193
Nonguarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Sales									3,388,258	3,272,519	3,120,802
Cost of sales									(2,371,363)	(2,334,975)	(2,238,323)
Gross profit									1,016,895	937,544	882,479
Selling, general and administrative expense									(563,141)	(527,841)	(538,026)
Net earnings from affiliates									37,842	13,097	15,292
Net earnings from consolidated subsidiaries, net									0	0	0
Operating income									491,596	422,800	359,745
Interest income (expense), net									(11,568)	(13,338)	(14,897)
Other income (expense), net									(13,513)	(20,964)	6,536
Earnings before income taxes									466,515	388,498	351,384
Provision for income taxes									(118,260)	(76,815)	(78,624)
Net earnings, including noncontrolling interests									348,255	311,683	272,760
Less: Net (earnings) loss attributable to noncontrolling interests									(2,790)	(2,460)	(649)
Net earnings attributable to Flowserve Corporation									345,465	309,223	272,111
Comprehensive income attributable to Flowserve Corporation									316,484	292,167	216,653
Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Sales									(385,874)	(354,793)	(346,410)
Cost of sales									385,874	354,793	346,410
Gross profit									0	0	0
Selling, general and administrative expense									0	0	0
Net earnings from affiliates									0	0	0
Net earnings from consolidated subsidiaries, net									(851,229)	(765,963)	(706,547)
Operating income									(851,229)	(765,963)	(706,547)
Interest income (expense), net									0	0	0
Other income (expense), net									0	0	0
Earnings before income taxes									(851,229)	(765,963)	(706,547)
Provision for income taxes									0	0	0
Net earnings, including noncontrolling interests									(851,229)	(765,963)	(706,547)
Less: Net (earnings) loss attributable to noncontrolling interests									0	0	0
Net earnings attributable to Flowserve Corporation									(851,229)	(765,963)	(706,547)
Comprehensive income attributable to Flowserve Corporation									$ (825,413)	$ (738,703)	$ (585,846)

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Details of Certain Consolidated Balance Sheet Captions (Tables)

12 Months Ended

Dec. 31, 2013

Details of Certain Consolidated Balance Sheet Captions [Abstract]

Accounts Receivable, net

Accounts Receivable, net — Accounts receivable, net were:

	December 31,
	2013			2012
	(Amounts in thousands)
Accounts receivables	$	1,179,400		$	1,125,215
Less: allowance for doubtful accounts	(24,073		)	(21,491		)
Accounts receivable, net	$	1,155,327		$	1,103,724

Property, Plant and Equipment, net

Property, Plant and Equipment, net — Property, plant and equipment, net were:

	December 31,
	2013			2012
	(Amounts in thousands)
Land	$	79,557		$	68,134
Buildings and improvements	420,364			352,076
Machinery, equipment and tooling	694,179			632,921
Software, furniture and fixtures and other	372,052			385,912
Gross property, plant and equipment	1,566,152			1,439,043
Less: accumulated depreciation	(849,863		)	(784,864		)
Property, plant and equipment, net	$	716,289		$	654,179

Accrued Liabilities

Accrued Liabilities — Accrued liabilities were:

	December 31,
	2013		2012
	(Amounts in thousands)
Wages, compensation and other benefits	$	238,238	$	231,995
Commissions and royalties	38,609		34,950
Customer advance payments	340,136		405,580
Progress billings in excess of accumulated costs	40,718		29,002
Warranty costs and late delivery penalties	63,935		61,656
Sales and use tax	15,508		17,727
Income tax	21,939		39,261
Other	101,927		86,422
Accrued liabilities	$	861,010	$	906,593

Retirement Obligations and Other Liabilities

Retirement Obligations and Other Liabilities — Retirement obligations and other liabilities were:

	December 31,
	2013		2012
	(Amounts in thousands)
Pension and postretirement benefits	$	199,634	$	233,368
Deferred taxes	110,251		65,505
Deferred compensation	7,596		9,445
Insurance accruals	8,006		10,755
Legal and environmental	35,250		24,691
Uncertain tax positions	82,689		88,676
Other	30,468		24,302
Retirement obligations and other liabilities	$	473,894	$	456,742

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Goodwill and Other Intangible Assets (Changes in Intangible Assets) (Details) (USD $) In Thousands, unless otherwise specified					12 Months Ended						12 Months Ended													12 Months Ended										12 Months Ended						12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2013 Maximum [Member]	Dec. 31, 2013 Minimum [Member]	Dec. 31, 2013 Engineering Drawings [Member]		Dec. 31, 2012 Engineering Drawings [Member]		Dec. 31, 2013 Engineering Drawings [Member] Maximum [Member]		Dec. 31, 2012 Engineering Drawings [Member] Maximum [Member]		Dec. 31, 2013 Engineering Drawings [Member] Minimum [Member]		Dec. 31, 2012 Engineering Drawings [Member] Minimum [Member]		Dec. 31, 2010 Customer Relationships [Member]	Dec. 31, 2013 Customer Relationships [Member]		Dec. 31, 2012 Customer Relationships [Member]		Dec. 31, 2013 Customer Relationships [Member] Maximum [Member]		Dec. 31, 2012 Customer Relationships [Member] Maximum [Member]		Dec. 31, 2013 Customer Relationships [Member] Minimum [Member]		Dec. 31, 2012 Customer Relationships [Member] Minimum [Member]		Dec. 31, 2013 Patents [Member]	Dec. 31, 2012 Patents [Member]	Dec. 31, 2013 Patents [Member] Maximum [Member]	Dec. 31, 2012 Patents [Member] Maximum [Member]	Dec. 31, 2013 Patents [Member] Minimum [Member]	Dec. 31, 2012 Patents [Member] Minimum [Member]	Dec. 31, 2013 Other Intangible Assets [Member]	Dec. 31, 2012 Other Intangible Assets [Member]	Dec. 31, 2013 Other Intangible Assets [Member] Maximum [Member]	Dec. 31, 2012 Other Intangible Assets [Member] Maximum [Member]	Dec. 31, 2013 Other Intangible Assets [Member] Minimum [Member]	Dec. 31, 2012 Other Intangible Assets [Member] Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)					40 years	3 years					20 years	[1]	20 years	[1]	10 years	[1]	10 years	[1]	5 years					10 years	[2]	10 years	[2]	5 years	[2]	5 years	[2]			16 years	16 years	9 years	9 years			50 years	50 years	3 years	3 years
Finite-lived intangible assets	$ 207,524		$ 188,928				$ 93,687	[1]	$ 92,760	[1]										$ 40,077	[2]	$ 32,484	[2]									$ 32,963	$ 33,037					$ 40,797	$ 30,647
Finite-lived intangible assets, Accumulated Amortization	(130,093)		(117,425)				(61,401)	[1]	(57,252)	[1]										(15,241)	[2]	(10,024)	[2]									(28,013)	(27,061)					(25,438)	(23,088)
Indefinite-lived intangible assets	84,670	[3]	80,057	[3]
Indefinite-lived intangible assets, Accumulated Amortization	$ (1,553)	[3]	$ (1,485)	[3]

[1] Engineering drawings represent the estimated fair value associated with specific acquired product and component schematics.

[2] Existing customer relationships acquired prior to 2011 had a useful life of five years.

[3] Accumulated amortization for indefinite-lived intangible assets relates to amounts recorded prior to the implementation date of guidance issued in ASC 350.

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Details of Certain Consolidated Balance Sheet Captions (Retirment Obligations and Other Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Details of Certain Consolidated Balance Sheet Captions [Abstract]
Pension and postretirement benefits	$ 199,634	$ 233,368
Deferred taxes	110,251	65,505
Deferred compensation	7,596	9,445
Insurance accruals	8,006	10,755
Legal and environmental	35,250	24,691
Uncertain tax positions	82,689	88,676
Other	30,468	24,302
Retirement obligations and other liabilities	$ 473,894	$ 456,742

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Derivatives and Hedging Activities (Details Textual) (USD $) In Millions, unless otherwise specified			12 Months Ended
	Dec. 31, 2013 Forward Exchange Contracts [Member] Minimum [Member]	Dec. 31, 2013 Forward Exchange Contracts [Member] Maximum [Member]	Dec. 31, 2013 Interest Rate Swap Agreements [Member]	Dec. 31, 2013 Designated as Hedging Instrument [Member] Forward Exchange Contracts [Member]	Dec. 31, 2013 Designated as Hedging Instrument [Member] Interest Rate Swap Agreements [Member]	Dec. 31, 2012 Designated as Hedging Instrument [Member] Interest Rate Swap Agreements [Member]	Dec. 31, 2013 Nondesignated [Member] Forward Exchange Contracts [Member]	Dec. 31, 2012 Nondesignated [Member] Forward Exchange Contracts [Member]
Derivative [Line Items]
Derivative, notional amount				$ 6.2	$ 140.0	$ 275.0	$ 610.7	$ 608.9
Period of forward exchange contracts	2 days	27 months
Maximum remaining length of interest rate swap contract			18 months

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Significant Accounting Policies and Accounting Developments (Estimated Useful Lives of Assets) (Details)	12 Months Ended
	Dec. 31, 2013
Buildings and improvements [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	10 years
Buildings and improvements [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	40 years
Software, furniture and fixtures and other [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Software, furniture and fixtures and other [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	7 years
Machinery, equipment, and tooling [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Machinery, equipment, and tooling [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	14 years

XML

Significant Accounting Policies and Accounting Developments

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Significant Accounting Policies and Accounting Developments

SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING DEVELOPMENTS

We are principally engaged in the worldwide design, manufacture, distribution and service of industrial flow management equipment. We provide long lead time, custom and other highly-engineered pumps; standardized, general-purpose pumps; mechanical seals; industrial valves; and related automation products and solutions primarily for oil and gas, chemical, power generation, water management and other general industries requiring flow management products and services. Equipment manufactured and serviced by us is predominantly used in industries that deal with difficult-to-handle and corrosive fluids, as well as environments with extreme temperatures, pressure, horsepower and speed. Our business is affected by economic conditions in the United States ("U.S.") and other countries where our products are sold and serviced, by the cyclical nature and competitive environment of our industries served, by the relationship of the U.S. dollar to other currencies and by the demand for and pricing of our customers’ end products.

Stock Split — On June 7, 2013 we recorded a three-for-one stock split. Shareholders' equity and all share data, including treasury shares and stock-based compensation award shares, and per share data presented herein have been retrospectively adjusted to reflect the impact of the increase in authorized shares and the stock split, as appropriate. Details of the stock split are included in Note 15.

Venezuela — Effective February 13, 2013, the Venezuelan government devalued its currency (bolivar) from 4.3 to 6.3 bolivars to the U.S. dollar. Our operations in Venezuela generally consist of a service center that performs service and repair activities. In addition, certain of our operations in other countries sell equipment and parts that are typically denominated in U.S. dollars directly to Venezuelan customers. Our Venezuelan subsidiary's sales for the year ending December 31, 2013 and total assets at December 31, 2013 represented less than 1% of consolidated sales and total assets for the same periods.

As a result of the devaluation, we recognized a loss of $4.0 million in the first quarter of 2013. The loss was reported in other (expense) income, net in our consolidated statements of income and resulted in no tax benefit. We have evaluated the carrying value of related assets and concluded that there is no current impairment. We are continuing to monitor actions of the Venezuelan government and local economic conditions that may adversely impact our future consolidated financial condition or results of operations, including impacts on our Venezuelan operations, imports into the market and our Venezuelan subsidiary's ability to remit cash for dividends and other payments at the official rate.

Principles of Consolidation — The consolidated financial statements include the accounts of our company and our wholly and majority-owned subsidiaries. In addition, we would consolidate any variable interest entities for which we are deemed to be the primary beneficiary. Noncontrolling interests of non-affiliated parties have been recognized for all majority-owned consolidated subsidiaries. Intercompany profits/losses, transactions and balances among consolidated entities have been eliminated from our consolidated financial statements. Investments in unconsolidated affiliated companies, which represent noncontrolling ownership interests between 20% and 50%, are accounted for using the equity method, which approximates our equity interest in their underlying equivalent net book value under accounting principles generally accepted in the U.S. ("U.S. GAAP"). Investments in interests where we own less than 20% of the investee are accounted for by the cost method, whereby income is only recognized in the event of dividend receipt. Investments accounted for by the cost method are tested for impairment if an impairment indicator is present.

Use of Estimates — The process of preparing financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect reported amounts of certain assets, liabilities, revenues and expenses. We believe our estimates and assumptions are reasonable; however, actual results may differ materially from such estimates. The most significant estimates and assumptions are used in determining:

• Revenue recognition, net of liquidated damages and other delivery penalties;

• Income taxes, deferred taxes, tax valuation allowances and tax reserves;

• Reserves for contingent loss;

• Retirement and postretirement benefits; and

• Valuation of goodwill, indefinite-lived intangible assets and other long-lived assets.

Revenue Recognition — Revenues for product sales are recognized when the risks and rewards of ownership are transferred to the customers, which is typically based on the contractual delivery terms agreed to with the customer and fulfillment of all but inconsequential or perfunctory actions. In addition, our policy requires persuasive evidence of an arrangement, a fixed or determinable sales price and reasonable assurance of collectability. We defer the recognition of revenue when advance payments are received from customers before performance obligations have been completed and/or services have been performed. Freight charges billed to customers are included in sales and the related shipping costs are included in cost of sales in our consolidated statements of income. Our contracts typically include cancellation provisions that require customers to reimburse us for costs incurred up to the date of cancellation, as well as any contractual cancellation penalties.

We enter into certain agreements with multiple deliverables that may include any combination of designing, developing, manufacturing, modifying, installing and commissioning of flow management equipment and providing services related to the performance of such products.Delivery of these products and services typically occurs within aone to two-year period, although many arrangements, such as "short-cycle" type orders, have a shorter timeframe for delivery. We separate deliverables into units of accounting based on whether the deliverable(s) have standalone value to the customer (impact of general rights of return is immaterial). Contract value is allocated ratably to the units of accounting in the arrangement based on their relative selling prices determined as if the deliverables were sold separately.

Revenues for long-term contracts that exceed certain internal thresholds regarding the size and duration of the project and provide for the receipt of progress billings from the customer are recorded on the percentage of completion method with progress measured on a cost-to-cost basis. Percentage of completion revenue represents less than 7%of our consolidated sales foreach year presented.

Revenue on service and repair contracts is recognized after services have been agreed to by the customer and rendered. Revenues generated under fixed fee service and repair contracts are recognized on a ratable basis over the term of the contract. These contracts can range in duration, but generally extend for up tofive years. Fixed fee service contracts represent approximately 1%of consolidated sales for each year presented.

In certain instances, we provide guaranteed completion dates under the terms of our contracts. Failure to meet contractual delivery dates can result in late delivery penalties or non-recoverable costs. In instances where the payment of such costs are deemed to be probable, we perform a project profitability analysis, accounting for such costs as a reduction of realizable revenues, which could potentially cause estimated total project costs to exceed projected total revenues realized from the project. In such instances, we would record reserves to cover such excesses in the period they are determined. In circumstances where the total projected revenues still exceed total projected costs, the incurrence of penalties or non-recoverable costs generally reduces profitability of the project at the time of subsequent revenue recognition.

Cash and Cash Equivalents — We place temporary cash investments with financial institutions and, by policy, invest in those institutions and instruments that have minimal credit risk and market risk. These investments, with an original maturity of three months or less when purchased, are classified as cash equivalents. They are highly liquid and principal values are not subject to significant risk of change due to interest rate fluctuations.

Allowance for Doubtful Accounts and Credit Risk — The allowance for doubtful accounts is established based on estimates of the amount of uncollectible accounts receivable, which is determined principally based upon the aging of the accounts receivable, but also customer credit history, industry and market segment information, economic trends and conditions and credit reports. Customer credit issues, customer bankruptcies or general economic conditions may also impact our estimates.

Credit risks are mitigated by the diversity of our customer base across many different geographic regions and industries and by performing creditworthiness analyses on our customers. Additionally, we mitigate credit risk through letters of credit and advance payments received from our customers. As of December 31, 2013 and 2012, although we have experienced increased aging and slower collection of certain receivables in Latin America during 2013 we do not believe that we have any significant concentrations of credit risk.

Inventories and Related Reserves — Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out method. Reserves for excess and obsolete inventories are based upon our assessment of market conditions for our products determined by historical usage and estimated future demand. Due to the long life cycles of our products, we carry spare parts inventories that have historically low usage rates and provide reserves for such inventory based on demonstrated usage and aging criteria.

Income Taxes, Deferred Taxes, Tax Valuation Allowances and Tax Reserves — We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are calculated using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. We record valuation allowances to reflect the estimated amount of deferred tax assets that may not be realized based upon our analysis of existing deferred tax assets, net operating losses and tax credits by jurisdiction and expectations of our ability to utilize these tax attributes through a review of past, current and estimated future taxable income and establishment of tax strategies.

We provide deferred taxes for the temporary differences associated with our investment in foreign subsidiaries that have a financial reporting basis that exceeds tax basis, unless we can assert permanent reinvestment in foreign jurisdictions. Financial reporting basis and tax basis differences in investments in foreign subsidiaries consist of both unremitted earnings and losses, as well as foreign currency translation adjustments.

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. 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.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that each uncertain tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

Legal and Environmental Contingencies — Legal and environmental reserves are recorded based upon a case-by-case analysis of the relevant facts and circumstances and an assessment of potential legal obligations and costs. Amounts relating to legal and environmental liabilities are recorded when it is probable that a loss has been incurred and such loss is estimable. Assessments of legal and environmental costs are based on information obtained from our independent and in-house experts and our loss experience in similar situations. Estimates are updated as applicable when new information regarding the facts and circumstances of each matter becomes available. Legal fees associated with legal and environmental liabilities are expensed as incurred.

Estimates of liabilities for unsettled asbestos-related claims are based on known claims and on our experience during the preceding two years for claims filed, settled and dismissed, with adjustments for events deemed unusual and unlikely to recur, and are included in retirement obligations and other liabilities in our consolidated balance sheets. A substantial majority of our asbestos-related claims are covered by insurance or indemnities. Estimated indemnities and receivables from insurance carriers for unsettled claims and receivables for settlements and legal fees paid by us for asbestos-related claims are estimated using our historical experience with insurance recovery rates and estimates of future recoveries, which include estimates of coverage and financial viability of our insurance carriers. Estimated receivables are included in other assets, net in our consolidated balance sheets. We have claims pending against certain insurers that, if resolved more favorably than estimated future recoveries, would result in discrete gains in the applicable quarter. We are currently unable to estimate the impact, if any, of unasserted asbestos-related claims, although future claims would also be subject to existing indemnities and insurance coverage.

Warranty Accruals — Warranty obligations are based upon product failure rates, materials usage, service delivery costs, an analysis of all identified or expected claims and an estimate of the cost to resolve such claims. The estimates of expected claims are generally a factor of historical claims and known product issues. Warranty obligations based on these factors are adjusted based on historical sales trends for the preceding 24 months.

Insurance Accruals — Insurance accruals are recorded for wholly or partially self-insured risks such as medical benefits and workers’ compensation and are based upon an analysis of our claim loss history, insurance deductibles, policy limits and other relevant factors that are updated annually and are included in accrued liabilities in our consolidated balance sheets. The estimates are based upon information received from actuaries, insurance company adjusters, independent claims administrators or other independent sources. Receivables from insurance carriers are estimated using our historical experience with insurance recovery rates and estimates of future recoveries, which include estimates of coverage and financial viability of our insurance carriers. Estimated receivables are included in accounts receivable, net and other assets, net, as applicable, in our consolidated balance sheets.

Pension and Postretirement Obligations — Determination of pension and postretirement benefits obligations is based on estimates made by management in consultation with independent actuaries and investment advisors. Inherent in these valuations are assumptions including discount rates, expected rates of return on plan assets, retirement rates, mortality rates and rates of compensation increase and other factors all of which are reviewed annually and updated if necessary. Current market conditions, including changes in rates of return, interest rates and medical inflation rates, are considered in selecting these assumptions.

Actuarial gains and losses and prior service costs are recognized in accumulated other comprehensive loss as they arise and we amortize these costs into net pension expense over the remaining expected service period.

Property, Plant and Equipment and Depreciation — Property, plant and equipment are stated at historical cost, less accumulated depreciation. If asset retirement obligations exist, they are capitalized as part of the carrying amount of the asset and depreciated over the remaining useful life of the asset. The useful lives of leasehold improvements are the lesser of the remaining lease term or the useful life of the improvement. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation are removed from the accounts and any resulting gains or losses are included in income from operations for the period. Depreciation is computed by the straight-line method based on the estimated useful lives of the depreciable assets, or in the case of assets under capital leases, over the related lease turn. Generally, the estimated useful lives of the assets are:

Buildings and improvements	10 to 40 years
Machinery, equipment and tooling	3 to 14 years
Software, furniture and fixtures and other	3 to 7 years

Costs related to routine repairs and maintenance are expensed as incurred.

Internally Developed Software — We capitalize certain costs associated with the development of internal-use software. Generally, these costs are related to significant software development projects and are amortized over their estimated useful life, typically three to five years, upon implementation of the software.

Intangible Assets — Intangible assets, excluding trademarks (which are considered to have an indefinite life), consist primarily of engineering drawings, patents, existing customer relationships, software, distribution networks and other items that are being amortized over their estimated useful lives generally ranging from three to 40 years. These assets are reviewed for impairment whenever events and circumstances indicate impairment may have occurred.

Valuation of Goodwill, Indefinite-Lived Intangible Assets and Other Long-Lived Assets  — The value of goodwill and indefinite-lived intangible assets is tested for impairment as of December 31 each year or whenever events or circumstances indicate such assets may be impaired. The identification of our reporting units began at the operating segment level and considered whether components one level below the operating segment levels should be identified as reporting units for purpose of testing goodwill for impairment based on certain conditions. These conditions included, among other factors, (i) the extent to which a component represents a business and (ii) the aggregation of economically similar components within the operating segments and resulted in eight reporting units. Other factors that were considered in determining whether the aggregation of components was appropriate included the similarity of the nature of the products and services, the nature of the production processes, the methods of distribution and the types of industries served.

An impairment loss for goodwill is recognized if the implied fair value of goodwill is less than the carrying value. We estimate the fair value of our reporting units based on an income approach, whereby we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. A discounted cash flow analysis requires us to make various judgmental assumptions about future sales, operating margins, growth rates and discount rates, which are based on our budgets, business plans, economic projections, anticipated future cash flows and market participants. Assumptions are also made for varying perpetual growth rates for periods beyond the long-term business plan period. We did not record an impairment of goodwill in2013, 2012 or 2011.

We also consider our market capitalization in our evaluation of the fair value of our goodwill. Our market capitalization increased as compared with 2012 and did not indicate a potential impairment of our goodwill as of December 31, 2013.

Impairment losses for indefinite-lived intangible assets are recognized whenever the estimated fair value is less than the carrying value. Fair values are calculated for trademarks using a "relief from royalty" method, which estimates the fair value of a trademark by determining the present value of estimated royalty payments that are avoided as a result of owning the trademark. This method includes judgmental assumptions about sales growth and discount rates that have a significant impact on the fair value and are substantially consistent with the assumptions used to determine the fair value of our reporting units discussed above.We did not record a material impairment of our trademarks in 2013, 2012 or 2011.

The recoverable value of other long-lived assets, including property, plant and equipment and finite-lived intangible assets, is reviewed when indicators of potential impairments are present. The recoverable value is based upon an assessment of the estimated future cash flows related to those assets, utilizing assumptions similar to those for goodwill. Additional considerations related to our long-lived assets include expected maintenance and improvements, changes in expected uses and ongoing operating performance and utilization.

Deferred Loan Costs — Deferred loan costs, consisting of fees and other expenses associated with debt financing, are amortized over the term of the associated debt using the effective interest method. Additional amortization is recorded in periods where optional prepayments on debt are made.

Fair Values of Financial Instruments — Our financial instruments are presented at fair value in our consolidated balance sheets, with the exception of our long-term debt. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models may be applied.

Assets and liabilities recorded at fair value in our consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Hierarchical levels, as defined by Accounting Standards Codification ("ASC") 820, "Fair Value Measurements and Disclosures," are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities. An asset or a liability’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. Hierarchical levels are as follows:

Level I — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level II — Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level III — Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

Recurring fair value measurements are limited to investments in derivative instruments and certain equity securities. The fair value measurements of our derivative instruments are determined using models that maximize the use of the observable market inputs including interest rate curves and both forward and spot prices for currencies, and are classified as Level II under the fair value hierarchy. The fair values of our derivative instruments are included in Note 6. The fair value measurements of our investments in equity securities are determined using quoted market prices and are classified as Level I. The fair values of our investments in equity securities, and changes thereto, are immaterial to our consolidated financial position and results of operations.

Derivatives and Hedging Activities — We have a foreign currency derivatives and hedging policy outlining the conditions under which we can enter into financial derivative transactions. We do not use derivative instruments for trading or speculative purposes. All derivative instruments are recognized on the balance sheet at their fair values. The accounting for gains and losses resulting from changes in fair value depends on whether the derivative is designated and qualifies for hedge accounting.

Forward Exchange Contracts —We employ a foreign currency economic hedging strategy to mitigate certain financial risks resulting from foreign currency exchange rate movements that impact foreign currency denominated receivables and payables, firm committed transactions and forecasted sales and purchases. In the fourth quarter of 2013, we began to designate certain forward exchange contracts as hedging instruments and apply hedge accounting to those instruments.

For designated forward exchange contracts, the changes in fair value are recorded in other comprehensive loss until the underlying hedged item affects earnings, at which time the change in fair value is recognized in sales in the consolidated statements of income. For non-designated forward exchange contracts, the changes in the fair values are recognized immediately in other (expense) income, net in the consolidated statements of income. See Note 6 for further discussion of forward exchange contracts.

Interest Rate Swaps — We enter into interest rate swap agreements for the purpose of hedging our cash flow exposure to floating interest rates on certain portions of our debt. Changes in the fair value of a designated interest rate swap are recorded in other comprehensive loss until earnings are affected by the underlying hedged item. Any ineffective portion of the gain or loss is immediately recognized in earnings. Upon settlement, realized gains and losses are recognized in interest expense in the consolidated statements of income. See Note 6 for further discussion of interest rate swaps.

We discontinue hedge accounting when (1) we deem the hedge to be ineffective and determine that the designation of the derivative as a hedging instrument is no longer appropriate; (2) the derivative matures, terminates or is sold; or (3) occurrence of the contracted or committed transaction is no longer probable or will not occur in the originally expected period.

When hedge accounting is discontinued and the derivative remains outstanding, we carry the derivative at its estimated fair value on the balance sheet, recognizing changes in the fair value in current period earnings. If a cash flow hedge becomes ineffective, any deferred gains or losses remain in accumulated other comprehensive loss until the underlying hedged item is recognized. If it becomes probable that a hedged forecasted transaction will not occur, deferred gains or losses on the hedging instrument are recognized in earnings immediately.

We are exposed to risk from credit-related losses resulting from nonperformance by counterparties to our financial instruments. We perform credit evaluations of our counterparties under forward exchange contracts and interest rate swap agreements and expect all counterparties to meet their obligations. If necessary, we would adjust the values of our derivative contracts for our or our counterparties’ credit risks.

Foreign Currency Translation — Assets and liabilities of our foreign subsidiaries are translated to U.S. dollars at exchange rates prevailing at the balance sheet date, while income and expenses are translated at average rates for each month. Translation gains and losses are reported as a component of accumulated other comprehensive loss. Transactional currency gains and losses arising from transactions in currencies other than our sites’ functional currencies are included in our consolidated results of operations.

Transaction and translation gains and losses arising from intercompany balances are reported as a component of accumulated other comprehensive loss when the underlying transaction stems from a long-term equity investment or from debt designated as not due in the foreseeable future. Otherwise, we recognize transaction gains and losses arising from intercompany transactions as a component of income. Where intercompany balances are not long-term investment related or not designated as due beyond the foreseeable future, we may mitigate risk associated with foreign currency fluctuations by entering into forward exchange contracts.

Stock-Based Compensation — Stock-based compensation is measured at the grant-date fair value. The exercise price of stock option awards and the value of restricted share, restricted share unit and performance-based unit awards (collectively referred to as "Restricted Shares") are set at the closing price of our common stock on the New York Stock Exchange on the date of grant, which is the date such grants are authorized by our Board of Directors. Restricted share units and performance-based units refer to restricted awards that do not have voting rights and accrue dividends, which are forfeited if vesting does not occur.

The intrinsic value of Restricted Shares, which is typically the product of share price at the date of grant and the number of Restricted Shares granted, is amortized on a straight-line basis to compensation expense over the periods in which the restrictions lapse based on the expected number of shares that will vest. The forfeiture rate is based on unvested Restricted Shares forfeited compared with original total Restricted Shares granted over a 4-year period, excluding significant forfeiture events that are not expected to recur.

Earnings Per Share — We use the two-class method of calculating Earnings Per Share ("EPS"), which determines earnings per share for each class of common stock and participating security as if all earnings for the period had been distributed. Unvested restricted share awards that earn non-forfeitable dividend rights qualify as participating securities and, accordingly, are included in the basic computation as such. Our unvested restricted shares participate on an equal basis with common shares; therefore, there is no difference in undistributed earnings allocated to each participating security. Accordingly, the presentation below is prepared on a combined basis and is presented as earnings per common share. The following is a reconciliation of net earnings of Flowserve Corporation and weighted average shares for calculating basic net earnings per common share.

Earnings per weighted average common share outstanding was calculated as follows:

	Year Ended December 31,
	2013		2012		2011
	(Amounts in thousands, except per share data)
Net earnings of Flowserve Corporation	$	485,530	$	448,339	$	428,582
Dividends on restricted shares not expected to vest	13		15		15
Earnings attributable to common and participating shareholders	$	485,543	$	448,354	$	428,597
Weighted average shares:
Common stock	140,901		156,057		165,819
Participating securities	698		792		809
Denominator for basic earnings per common share	141,599		156,849		166,628
Effect of potentially dilutive securities	830		1,121		1,679
Denominator for diluted earnings per common share	142,429		157,970		168,307
Net earnings per share attributable to Flowserve Corporation common shareholders:
Basic	$	3.43	$	2.86	$	2.57
Diluted	3.41		2.84		2.55

Diluted earnings per share above is based upon the weighted average number of shares as determined for basic earnings per share plus shares potentially issuable in conjunction with stock options, restricted share units and performance share units.

For each of the three years ended December 31, 2013, 2012 and 2011, we had no options to purchase common stock that were excluded from the computations of potentially dilutive securities because none were considered to be anti-dilutive.

Research and Development Expense — Research and development costs are charged to expense when incurred. Aggregate research and development costs included in selling, general and administrative expenses ("SG&A") were $37.8 million, $38.9 million and $35.0 million in 2013, 2012 and 2011, respectively. Costs incurred for research and development primarily include salaries and benefits and consumable supplies, as well as rent, professional fees, utilities and the depreciation of property and equipment used in research and development activities.

Accounting Developments

Pronouncements Implemented

In December 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-11, "Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities," which requires enhanced disclosures about financial instruments and derivative instruments that are either (1) offset in accordance with either Accounting Standards Codification ("ASC") 210-20-45, "Balance Sheet - Offsetting," or ASC 815-10-45, "Derivatives and Hedging - Overall," or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either ASC 210-20-45 or ASC 815-10-45. The disclosure requirements shall be applied retrospectively for all periods presented. Our adoption of ASU No. 2011-11, effective January 1, 2013, had no impact on our consolidated financial condition and results of operations.

In January 2013, the FASB issued ASU No. 2013-01, "Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities," which limits the scope of ASU 2011-11 to derivatives, repurchase agreements and securities lending transactions to the extent that they are (1) offset in the financial statements or (2) subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements shall be applied retrospectively for all periods presented. Our adoption of ASU No. 2013-01, effective January 1, 2013, had no impact on our consolidated financial condition and results of operations.

In July 2012, the FASB issued ASU No. 2012-02, "Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment," which specifies that an entity has the option to first assess qualitative factors to determine whether it is more likely than not that the asset is impaired. Unless an entity determines that it is more likely than not that the fair value of such an asset is less than its carrying amount, it would not need to calculate the fair value of the asset in that year. Our adoption of ASU No. 2012-02, effective January 1, 2013, had no impact on our consolidated financial condition and results of operations.

In February 2013, the FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220) - Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income," which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. Our adoption of ASU No. 2013-02, effective January 1, 2013, had no impact on our consolidated financial condition and results of operations.

In March 2013, the FASB issued ASU No. 2013-05, "Foreign Currency Matters (Topic 830) - Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity," which specifies that a cumulative translation adjustment should be released into earning when an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a consolidated foreign entity and the sale or transfer results in the complete or substantially complete liquidation of the foreign entity. ASU No. 2013-05 is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2013. We early adopted this ASU effective January 1, 2013 and it did not have a material impact on our consolidated financial condition and results of operations.

In July 2013, the FASB issued ASU No. 2013-10, "Derivatives and Hedging (Topic 815) - Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes," which allows the use of the Fed Funds Effective Swap Rate as a U.S. benchmark interest rate for fair value and cash flow hedges under Topic 815, in addition to interest rates on direct Treasury obligations of the U.S. government and the London Interbank Offered Rate swap rate. This ASU also removes the restriction on using different benchmark rates for similar hedges. ASU No. 2013-10 is effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. Our adoption of ASU No. 2013-10 did not have a material impact on our consolidated financial condition and results of operations.

Pronouncements Not Yet Implemented

In February 2013, the FASB issued ASU No. 2013-04, "Liabilities (Topic 405) - Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date," which requires a reporting entity that is jointly and severally liable to measure the obligation as the sum of the amount the entity has agreed with co-obligors to pay and any additional amount it expects to pay on behalf of one or more co-obligors. The scope of this ASU excludes obligations addressed by existing guidance. ASU No. 2013-04 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The ASU shall be applied retrospectively for arrangements existing at the beginning of the year of adoption. Our adoption of ASU No. 2013-04 will not have an impact on our consolidated financial condition and results of operations.

In April 2013, the FASB issued ASU No. 2013-07, "Presentation of Financial Statements (Topic 205) - Liquidation Basis of Accounting," which requires an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary bankruptcy). ASU No. 2013-07 is effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The ASU shall be applied prospectively from the day that liquidation becomes imminent. Our adoption of ASU No. 2013-07 will not have an impact on our consolidated financial condition and results of operations.

In July 2013, the FASB issued ASU No. 2013-11, "Income Taxes (Topic 740) - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," which provides guidance on the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU No. 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The ASU shall be applied prospectively to all unrecognized tax benefits that exist at the effective date. The adoption of ASU No. 2013-11 will not have a material impact on our consolidated financial condition and results of operations.

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Fair Value of Financial Instruments Fair Value (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Fair Value Disclosures [Abstract]
Senior Notes, fair value	$ 763.1
Senior Notes, carrying value	$ 796.9

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Business Segment Information (Tables)

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Summarized Financial Information of Reportable Segments

The following is a summary of the financial information of our reportable segments as of and for the years ended December 31, 2013, 2012 and 2011 reconciled to the amounts reported in the consolidated financial statements.

							Subtotal—Reportable Segments		Eliminations and All Other(1)			Consolidated Total
	EPD		IPD		FCD
	(Amounts in thousands)
Year Ended December 31, 2013:
Sales to external customers		$2,473,731	$	873,389	$	1,607,499	$	4,954,619	$	—		$	4,954,619
Intersegment sales	63,365		76,779		8,213		148,357		(148,357		)	—
Segment operating income	423,339		115,658		307,967		846,964		(86,681		)	760,283
Depreciation and amortization	46,494		14,122		36,590		97,206		9,186			106,392
Identifiable assets	2,260,961		827,155		1,520,085		4,608,201		428,532			5,036,733
Capital expenditures	75,379		17,445		40,205		133,029		6,061			139,090

							Subtotal—Reportable Segments		Eliminations and All Other(1)			Consolidated Total
	EPD		IPD		FCD
	(Amounts in thousands)
Year Ended December 31, 2012:
Sales to external customers	$	2,338,527	$	863,941	$	1,548,871	$	4,751,339	$	—		$	4,751,339
Intersegment sales	64,621		89,957		8,206		162,784		(162,784		)	—
Segment operating income	396,082		99,526		253,398		749,006		(73,228		)	675,778
Depreciation and amortization	48,007		13,408		36,418		97,833		9,393			107,226
Identifiable assets	2,223,791		745,276		1,485,686		4,454,753		356,205			4,810,958
Capital expenditures	64,038		17,351		46,239		127,628		7,911			135,539

							Subtotal—Reportable Segments		Eliminations and All Other(1)			Consolidated Total
	EPD		IPD		FCD
	(Amounts in thousands)
Year Ended December 31, 2011:
Sales to external customers	$	2,239,405	$	802,864	$	1,467,932	$	4,510,201	$	—		$	4,510,201
Intersegment sales	81,978		75,337		5,414		162,729		(162,729		)	—
Segment operating income	395,184		62,906		233,329		691,419		(72,742		)	618,677
Depreciation and amortization	41,199		13,864		40,912		95,975		11,586			107,561
Identifiable assets	2,055,600		740,179		1,406,531		4,202,310		420,304			4,622,614
Capital expenditures	44,714		12,834		43,797		101,345		6,622			107,967

_______________________________________

(1) The changes in identifiable assets for "Eliminations and All Other" in 2013, 2012 and 2011 are primarily a result of changes in cash balances.

Schedule of Sales and Long-lived Assets by Geographic Area

Sales and long-lived assets by geographic area are as follows:

	Year Ended December 31, 2013
	Sales		Percentage		Long-Lived Assets		Percentage
	(Amounts in thousands, except percentages)
United States	$	1,699,053	34.3	%	$	374,125	41.5	%
EMA(1)	2,102,428		42.4	%	287,071		31.8	%
Asia(2)	552,383		11.2	%	124,619		13.8	%
Other(3)	600,755		12.1	%	115,904		12.9	%
Consolidated total	$	4,954,619	100.0	%	$	901,719	100.0	%

	Year Ended December 31, 2012
	Sales		Percentage		Long-Lived Assets		Percentage
	(Amounts in thousands, except percentages)
United States	$	1,597,737	33.6	%	$	332,667	39.6	%
EMA(1)	2,054,809		43.2	%	273,274		32.5	%
Asia(2)	548,589		11.6	%	122,911		14.6	%
Other(3)	550,204		11.6	%	111,257		13.3	%
Consolidated total	$	4,751,339	100.0	%	$	840,109	100.0	%

	Year Ended December 31, 2011
	Sales		Percentage		Long-Lived Assets		Percentage
	(Amounts in thousands, except percentages)
United States	$	1,507,209	33.4	%	$	314,405	40.9	%
EMA(1)	1,954,212		43.3	%	262,083		34.1	%
Asia(2)	517,375		11.5	%	99,278		12.9	%
Other(3)	531,405		11.8	%	92,092		12.1	%
Consolidated total	$	4,510,201	100.0	%	$	767,858	100.0	%

___________________________________    

(1) "EMA" includes Europe, the Middle East and Africa. No individual country within this group represents 10% or more of consolidated totals for any period presented.

(2) "Asia" includes Asia and Australia. No individual country within this group represents 10% or more of consolidated totals for any period presented.

(3) "Other" includes Canada and Latin America. No individual country within this group represents 10% or more of consolidated totals for any period presented.

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Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2013

Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts

Schedule II — Valuation and Qualifying Accounts

Description	Balance at Beginning of Year		Additions Charged to Cost and Expenses		Additions Charged to Other Accounts— Acquisitions and Related Adjustments			Deductions From Reserve			Balance at End of Year
	(Amounts in thousands)
Year Ended December 31, 2013
Allowance for doubtful accounts(a):	$	21,491	$	17,412	$	79		$	(14,909	)	$	24,073
Deferred tax asset valuation allowance(b):	17,975		2,352		—			(2,269		)	18,058
Year Ended December 31, 2012
Allowance for doubtful accounts(a):	20,351		22,148		(36		)	(20,972		)	21,491
Deferred tax asset valuation allowance(b):	17,686		3,257		(657		)	(2,311		)	17,975
Year Ended December 31, 2011
Allowance for doubtful accounts(a):	18,632		21,108		(57		)	(19,332		)	20,351
Deferred tax asset valuation allowance(b):	14,296		4,124		(43		)	(691		)	17,686

_______________________________________

(a) Deductions from reserve represent accounts written off and recoveries.

(b) Deductions from reserve result from the expiration or utilization of net operating losses and foreign tax credits previously reserved.

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Realignment Program

12 Months Ended

Dec. 31, 2013

Restructuring and Related Activities [Abstract]

Realignment Program

REALIGNMENT PROGRAM

In the fourth quarter of 2013, we initiated a realignment program to reduce and optimize certain non-strategic QRC and manufacturing facilities and our overall cost structure ("2013 Realignment Program"). We expect total 2013 Realignment Program charges will be $15.8 million for approved plans, of which $10.7 million has been incurred through December 31, 2013. Previously, we had separate realignment programs that began in 2009 and were substantially complete in 2011.

The realignment program consists of both restructuring and non-restructuring charges. Restructuring charges represent costs associated with the relocation or reorganization of certain business activities and facility closures and primarily represent employee severance. Non-restructuring charges are costs incurred to improve operating efficiency and reduce redundancies and primarily represent employee severance. Expenses are reported in COS or SG&A, as applicable, in our consolidated statements of income.

Realignment charges, net of adjustments, were $10.7 million, $(0.7) million and $11.9 million for years ended December 31, 2013, 2012 and 2011, respectively. Of the 2013 charges $3.9 million was recorded in EPD, $3.8 million in FCD and $2.5 million in IPD. The majority of these charges are restructuring in nature.

Generally, the aforementioned charges were or will be paid in cash, except for asset write-downs, which are non-cash charges. The majority of remaining cash payments related to our 2013 Realignment Program will be incurred by the end of 2014. The restructuring reserve related to the 2013 Realignment Program was $6.3 million at December 31, 2013.

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Stock-Based Compensation Plans Stock-Based Compensation Plans (Information Regarding Stock Options) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Number of shares under option:
Outstanding - beginning of year, shares	115,362	145,338	204,213
Exercised, shares	(17,400)	(24,576)	(58,875)
Cancelled, shares	0	(5,400)	0
Outstanding - end of year, shares	97,962	115,362	145,338
Exercisable - end of year, shares	97,962	115,362	145,338
Outstanding, beginning of year, Weighted Average Exercise Price	$ 15.00	$ 13.90	$ 13.49
Exercised - end of year, Weighted Average Exercise Price	$ 5.91	$ 10.15	$ 12.48
Cancelled - Weighted Average Exercise Price	$ 0.00	$ 7.65	$ 0.00
Outstanding, end of year, Weighted Average Exercise Price	$ 16.61	$ 15.00	$ 13.90
Exercisable - end of year, Weighted Average Exercise Price	$ 16.61	$ 15.00	$ 13.90
Weighted average remaining conctractual life of options outstanding	2 years 9 months 18 days	3 years 3 months 18 days
Total intrinsic value of stock options exercised	$ 800,000	$ 700,000	$ 1,500,000
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
General expiration period, from date of grant or time of termination	10 years
Options granted during period	0	0	0
Number of shares under option:
Number of stock options vested	$ 0	$ 0	$ 0
Stock Options [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
General vesting period	1 year
Stock Options [Member] | Minimum [Member] | Typical Period [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
General vesting period	1 year
Stock Options [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
General vesting period	5 years
Stock Options [Member] | Maximum [Member] | Typical Period [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
General vesting period	3 years

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Accumulated Other Comprehensive Loss (Tables)

12 Months Ended

Dec. 31, 2013

Accumulated Other Comprehensive Loss [Abstract]

Schedule of Accumulated Other Comprehensive Loss

The following presents the components of accumulated other comprehensive loss, net of related tax effects:

(Amounts in thousands)	Foreign currency translation items(1)(2)			Pension and other postretirement effects			Cash flow hedging activity(3)			Total(1)
Balance - January 1, 2013	$	(61,083	)	$	(161,757	)	$	(254	)	$	(223,094	)
Other comprehensive (loss) income before reclassifications, net of taxes	(30,087		)	18,951			(1,501		)	(12,637		)
Amounts reclassified from accumulated other comprehensive loss, net of taxes	1,217			13,278			941			15,436
Net current-period other comprehensive (loss) income, net of taxes	(28,870		)	32,229			(560		)	2,799
Balance - December 31, 2013	$	(89,953	)	$	(129,528	)	$	(814	)	$	(220,295	)

_______________________________________

(1) Includes foreign currency translation adjustments attributable to noncontrolling interests of $1.2 million for both December 31, 2013 and 2012, and $1.3 million at 2011.

(2) Foreign currency translation adjustments in 2013 primarily represents the weakening of the Argentinian peso, Mexican peso, Indian rupee, Canadian dollar and Australian dollar exchange rates versus the U.S. dollar at December 31, 2013 as compared with December 31, 2012.

(3) Other comprehensive loss before reclassifications, net of taxes was $0.4 million and amounts reclassified from accumulated other comprehensive loss, net of taxes was $0.9 million for the twelve months ended December 31, 2012 for cash flow hedging activity.

Reclassifications from Accumulated Other Comprehensive Loss

The following table presents the reclassifications out of accumulated other comprehensive loss for the year ended December 31, 2013:

(Amounts in thousands)	Amount reclassified from accumulated other comprehensive loss (1)			Affected line item in the statement of income
Foreign currency translation items
Release of cumulative translation adjustments upon sale of equity method investment	$	(1,217	)	Net earnings from affiliates
	—			Tax (expense) benefit
	$	(1,217	)	Net of tax
Cash flow hedging activity
Interest rate swaps	$	(1,506	)	Interest expense
	565			Tax benefit
	$	(941	)	Net of tax
Pension and other postretirement effects
Amortization of actuarial losses	$	(19,669	)	(2)
	6,391			Tax benefit
	$	(13,278	)	Net of tax

______________________________________

(1) Amounts in parentheses indicate decreases to income. None of the reclass amounts have a noncontrolling interest component.

(2) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note 12 for additional details.

At December 31, 2013, we expect to recognize losses of $0.9 million, net of deferred taxes, into earnings in the next twelve months related to interest rate swap agreements based on their fair values at December 31, 2013.

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Significant Accounting Policies and Accounting Developments (Policies)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation — The consolidated financial statements include the accounts of our company and our wholly and majority-owned subsidiaries. In addition, we would consolidate any variable interest entities for which we are deemed to be the primary beneficiary. Noncontrolling interests of non-affiliated parties have been recognized for all majority-owned consolidated subsidiaries. Intercompany profits/losses, transactions and balances among consolidated entities have been eliminated from our consolidated financial statements. Investments in unconsolidated affiliated companies, which represent noncontrolling ownership interests between 20% and 50%, are accounted for using the equity method, which approximates our equity interest in their underlying equivalent net book value under accounting principles generally accepted in the U.S. ("U.S. GAAP"). Investments in interests where we own less than 20% of the investee are accounted for by the cost method, whereby income is only recognized in the event of dividend receipt. Investments accounted for by the cost method are tested for impairment if an impairment indicator is present.

Use of Estimates

Use of Estimates — The process of preparing financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect reported amounts of certain assets, liabilities, revenues and expenses. We believe our estimates and assumptions are reasonable; however, actual results may differ materially from such estimates. The most significant estimates and assumptions are used in determining:

• Revenue recognition, net of liquidated damages and other delivery penalties;

• Income taxes, deferred taxes, tax valuation allowances and tax reserves;

• Reserves for contingent loss;

• Retirement and postretirement benefits; and

• Valuation of goodwill, indefinite-lived intangible assets and other long-lived assets.

Revenue Recognition

Revenue Recognition — Revenues for product sales are recognized when the risks and rewards of ownership are transferred to the customers, which is typically based on the contractual delivery terms agreed to with the customer and fulfillment of all but inconsequential or perfunctory actions. In addition, our policy requires persuasive evidence of an arrangement, a fixed or determinable sales price and reasonable assurance of collectability. We defer the recognition of revenue when advance payments are received from customers before performance obligations have been completed and/or services have been performed. Freight charges billed to customers are included in sales and the related shipping costs are included in cost of sales in our consolidated statements of income. Our contracts typically include cancellation provisions that require customers to reimburse us for costs incurred up to the date of cancellation, as well as any contractual cancellation penalties.

We enter into certain agreements with multiple deliverables that may include any combination of designing, developing, manufacturing, modifying, installing and commissioning of flow management equipment and providing services related to the performance of such products.Delivery of these products and services typically occurs within aone to two-year period, although many arrangements, such as "short-cycle" type orders, have a shorter timeframe for delivery. We separate deliverables into units of accounting based on whether the deliverable(s) have standalone value to the customer (impact of general rights of return is immaterial). Contract value is allocated ratably to the units of accounting in the arrangement based on their relative selling prices determined as if the deliverables were sold separately.

Revenues for long-term contracts that exceed certain internal thresholds regarding the size and duration of the project and provide for the receipt of progress billings from the customer are recorded on the percentage of completion method with progress measured on a cost-to-cost basis. Percentage of completion revenue represents less than 7%of our consolidated sales foreach year presented.

Revenue on service and repair contracts is recognized after services have been agreed to by the customer and rendered. Revenues generated under fixed fee service and repair contracts are recognized on a ratable basis over the term of the contract. These contracts can range in duration, but generally extend for up tofive years. Fixed fee service contracts represent approximately 1%of consolidated sales for each year presented.

In certain instances, we provide guaranteed completion dates under the terms of our contracts. Failure to meet contractual delivery dates can result in late delivery penalties or non-recoverable costs. In instances where the payment of such costs are deemed to be probable, we perform a project profitability analysis, accounting for such costs as a reduction of realizable revenues, which could potentially cause estimated total project costs to exceed projected total revenues realized from the project. In such instances, we would record reserves to cover such excesses in the period they are determined. In circumstances where the total projected revenues still exceed total projected costs, the incurrence of penalties or non-recoverable costs generally reduces profitability of the project at the time of subsequent revenue recognition.

Cash and Cash Equivalents

Cash and Cash Equivalents — We place temporary cash investments with financial institutions and, by policy, invest in those institutions and instruments that have minimal credit risk and market risk. These investments, with an original maturity of three months or less when purchased, are classified as cash equivalents. They are highly liquid and principal values are not subject to significant risk of change due to interest rate fluctuations.

Allowance for Doubtful Accounts and Credit Risk

Allowance for Doubtful Accounts and Credit Risk — The allowance for doubtful accounts is established based on estimates of the amount of uncollectible accounts receivable, which is determined principally based upon the aging of the accounts receivable, but also customer credit history, industry and market segment information, economic trends and conditions and credit reports. Customer credit issues, customer bankruptcies or general economic conditions may also impact our estimates.

Credit risks are mitigated by the diversity of our customer base across many different geographic regions and industries and by performing creditworthiness analyses on our customers. Additionally, we mitigate credit risk through letters of credit and advance payments received from our customers. As of December 31, 2013 and 2012, although we have experienced increased aging and slower collection of certain receivables in Latin America during 2013 we do not believe that we have any significant concentrations of credit risk.

Inventories and Related Reserves

Inventories and Related Reserves — Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out method. Reserves for excess and obsolete inventories are based upon our assessment of market conditions for our products determined by historical usage and estimated future demand. Due to the long life cycles of our products, we carry spare parts inventories that have historically low usage rates and provide reserves for such inventory based on demonstrated usage and aging criteria.

Income Taxes, Deferred Taxes, Tax Valuation Allowances and Tax Reserves

Income Taxes, Deferred Taxes, Tax Valuation Allowances and Tax Reserves — We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are calculated using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. We record valuation allowances to reflect the estimated amount of deferred tax assets that may not be realized based upon our analysis of existing deferred tax assets, net operating losses and tax credits by jurisdiction and expectations of our ability to utilize these tax attributes through a review of past, current and estimated future taxable income and establishment of tax strategies.

We provide deferred taxes for the temporary differences associated with our investment in foreign subsidiaries that have a financial reporting basis that exceeds tax basis, unless we can assert permanent reinvestment in foreign jurisdictions. Financial reporting basis and tax basis differences in investments in foreign subsidiaries consist of both unremitted earnings and losses, as well as foreign currency translation adjustments.

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. 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.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that each uncertain tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

Legal and Environmental Accruals

Legal and Environmental Contingencies — Legal and environmental reserves are recorded based upon a case-by-case analysis of the relevant facts and circumstances and an assessment of potential legal obligations and costs. Amounts relating to legal and environmental liabilities are recorded when it is probable that a loss has been incurred and such loss is estimable. Assessments of legal and environmental costs are based on information obtained from our independent and in-house experts and our loss experience in similar situations. Estimates are updated as applicable when new information regarding the facts and circumstances of each matter becomes available. Legal fees associated with legal and environmental liabilities are expensed as incurred.

Estimates of liabilities for unsettled asbestos-related claims are based on known claims and on our experience during the preceding two years for claims filed, settled and dismissed, with adjustments for events deemed unusual and unlikely to recur, and are included in retirement obligations and other liabilities in our consolidated balance sheets. A substantial majority of our asbestos-related claims are covered by insurance or indemnities. Estimated indemnities and receivables from insurance carriers for unsettled claims and receivables for settlements and legal fees paid by us for asbestos-related claims are estimated using our historical experience with insurance recovery rates and estimates of future recoveries, which include estimates of coverage and financial viability of our insurance carriers. Estimated receivables are included in other assets, net in our consolidated balance sheets. We have claims pending against certain insurers that, if resolved more favorably than estimated future recoveries, would result in discrete gains in the applicable quarter. We are currently unable to estimate the impact, if any, of unasserted asbestos-related claims, although future claims would also be subject to existing indemnities and insurance coverage.

Warranty Accruals

Warranty Accruals — Warranty obligations are based upon product failure rates, materials usage, service delivery costs, an analysis of all identified or expected claims and an estimate of the cost to resolve such claims. The estimates of expected claims are generally a factor of historical claims and known product issues. Warranty obligations based on these factors are adjusted based on historical sales trends for the preceding 24 months.

Insurance Accruals

Insurance Accruals — Insurance accruals are recorded for wholly or partially self-insured risks such as medical benefits and workers’ compensation and are based upon an analysis of our claim loss history, insurance deductibles, policy limits and other relevant factors that are updated annually and are included in accrued liabilities in our consolidated balance sheets. The estimates are based upon information received from actuaries, insurance company adjusters, independent claims administrators or other independent sources. Receivables from insurance carriers are estimated using our historical experience with insurance recovery rates and estimates of future recoveries, which include estimates of coverage and financial viability of our insurance carriers. Estimated receivables are included in accounts receivable, net and other assets, net, as applicable, in our consolidated balance sheets.

Pension and Postretirement Obligations

Pension and Postretirement Obligations — Determination of pension and postretirement benefits obligations is based on estimates made by management in consultation with independent actuaries and investment advisors. Inherent in these valuations are assumptions including discount rates, expected rates of return on plan assets, retirement rates, mortality rates and rates of compensation increase and other factors all of which are reviewed annually and updated if necessary. Current market conditions, including changes in rates of return, interest rates and medical inflation rates, are considered in selecting these assumptions.

Actuarial gains and losses and prior service costs are recognized in accumulated other comprehensive loss as they arise and we amortize these costs into net pension expense over the remaining expected service period.

Property, Plant and Equipment and Depreciation

Property, Plant and Equipment and Depreciation — Property, plant and equipment are stated at historical cost, less accumulated depreciation. If asset retirement obligations exist, they are capitalized as part of the carrying amount of the asset and depreciated over the remaining useful life of the asset. The useful lives of leasehold improvements are the lesser of the remaining lease term or the useful life of the improvement. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation are removed from the accounts and any resulting gains or losses are included in income from operations for the period. Depreciation is computed by the straight-line method based on the estimated useful lives of the depreciable assets, or in the case of assets under capital leases, over the related lease turn.

Internally Developed Software

Internally Developed Software — We capitalize certain costs associated with the development of internal-use software. Generally, these costs are related to significant software development projects and are amortized over their estimated useful life, typically three to five years, upon implementation of the software.

Intangible Assets

Intangible Assets — Intangible assets, excluding trademarks (which are considered to have an indefinite life), consist primarily of engineering drawings, patents, existing customer relationships, software, distribution networks and other items that are being amortized over their estimated useful lives generally ranging from three to 40 years. These assets are reviewed for impairment whenever events and circumstances indicate impairment may have occurred.

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Valuation of Goodwill, Indefinite-Lived Intangible Assets and Other Long-Lived Assets  — The value of goodwill and indefinite-lived intangible assets is tested for impairment as of December 31 each year or whenever events or circumstances indicate such assets may be impaired. The identification of our reporting units began at the operating segment level and considered whether components one level below the operating segment levels should be identified as reporting units for purpose of testing goodwill for impairment based on certain conditions. These conditions included, among other factors, (i) the extent to which a component represents a business and (ii) the aggregation of economically similar components within the operating segments and resulted in eight reporting units. Other factors that were considered in determining whether the aggregation of components was appropriate included the similarity of the nature of the products and services, the nature of the production processes, the methods of distribution and the types of industries served.

An impairment loss for goodwill is recognized if the implied fair value of goodwill is less than the carrying value. We estimate the fair value of our reporting units based on an income approach, whereby we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. A discounted cash flow analysis requires us to make various judgmental assumptions about future sales, operating margins, growth rates and discount rates, which are based on our budgets, business plans, economic projections, anticipated future cash flows and market participants. Assumptions are also made for varying perpetual growth rates for periods beyond the long-term business plan period. We did not record an impairment of goodwill in2013, 2012 or 2011.

We also consider our market capitalization in our evaluation of the fair value of our goodwill. Our market capitalization increased as compared with 2012 and did not indicate a potential impairment of our goodwill as of December 31, 2013.

Impairment losses for indefinite-lived intangible assets are recognized whenever the estimated fair value is less than the carrying value. Fair values are calculated for trademarks using a "relief from royalty" method, which estimates the fair value of a trademark by determining the present value of estimated royalty payments that are avoided as a result of owning the trademark. This method includes judgmental assumptions about sales growth and discount rates that have a significant impact on the fair value and are substantially consistent with the assumptions used to determine the fair value of our reporting units discussed above.We did not record a material impairment of our trademarks in 2013, 2012 or 2011.

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

The recoverable value of other long-lived assets, including property, plant and equipment and finite-lived intangible assets, is reviewed when indicators of potential impairments are present. The recoverable value is based upon an assessment of the estimated future cash flows related to those assets, utilizing assumptions similar to those for goodwill. Additional considerations related to our long-lived assets include expected maintenance and improvements, changes in expected uses and ongoing operating performance and utilization.

Deferred Loan Costs

Deferred Loan Costs — Deferred loan costs, consisting of fees and other expenses associated with debt financing, are amortized over the term of the associated debt using the effective interest method. Additional amortization is recorded in periods where optional prepayments on debt are made.

Fair Value of Financial Instruments

Fair Values of Financial Instruments — Our financial instruments are presented at fair value in our consolidated balance sheets, with the exception of our long-term debt. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models may be applied.

Assets and liabilities recorded at fair value in our consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Hierarchical levels, as defined by Accounting Standards Codification ("ASC") 820, "Fair Value Measurements and Disclosures," are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities. An asset or a liability’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. Hierarchical levels are as follows:

Level I — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level II — Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level III — Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

Recurring fair value measurements are limited to investments in derivative instruments and certain equity securities. The fair value measurements of our derivative instruments are determined using models that maximize the use of the observable market inputs including interest rate curves and both forward and spot prices for currencies, and are classified as Level II under the fair value hierarchy. The fair values of our derivative instruments are included in Note 6. The fair value measurements of our investments in equity securities are determined using quoted market prices and are classified as Level I. The fair values of our investments in equity securities, and changes thereto, are immaterial to our consolidated financial position and results of operations.

Derivatives and Hedging Activities

Derivatives and Hedging Activities — We have a foreign currency derivatives and hedging policy outlining the conditions under which we can enter into financial derivative transactions. We do not use derivative instruments for trading or speculative purposes. All derivative instruments are recognized on the balance sheet at their fair values. The accounting for gains and losses resulting from changes in fair value depends on whether the derivative is designated and qualifies for hedge accounting.

Forward Exchange Contracts —We employ a foreign currency economic hedging strategy to mitigate certain financial risks resulting from foreign currency exchange rate movements that impact foreign currency denominated receivables and payables, firm committed transactions and forecasted sales and purchases. In the fourth quarter of 2013, we began to designate certain forward exchange contracts as hedging instruments and apply hedge accounting to those instruments.

For designated forward exchange contracts, the changes in fair value are recorded in other comprehensive loss until the underlying hedged item affects earnings, at which time the change in fair value is recognized in sales in the consolidated statements of income. For non-designated forward exchange contracts, the changes in the fair values are recognized immediately in other (expense) income, net in the consolidated statements of income. See Note 6 for further discussion of forward exchange contracts.

Interest Rate Swaps — We enter into interest rate swap agreements for the purpose of hedging our cash flow exposure to floating interest rates on certain portions of our debt. Changes in the fair value of a designated interest rate swap are recorded in other comprehensive loss until earnings are affected by the underlying hedged item. Any ineffective portion of the gain or loss is immediately recognized in earnings. Upon settlement, realized gains and losses are recognized in interest expense in the consolidated statements of income. See Note 6 for further discussion of interest rate swaps.

We discontinue hedge accounting when (1) we deem the hedge to be ineffective and determine that the designation of the derivative as a hedging instrument is no longer appropriate; (2) the derivative matures, terminates or is sold; or (3) occurrence of the contracted or committed transaction is no longer probable or will not occur in the originally expected period.

When hedge accounting is discontinued and the derivative remains outstanding, we carry the derivative at its estimated fair value on the balance sheet, recognizing changes in the fair value in current period earnings. If a cash flow hedge becomes ineffective, any deferred gains or losses remain in accumulated other comprehensive loss until the underlying hedged item is recognized. If it becomes probable that a hedged forecasted transaction will not occur, deferred gains or losses on the hedging instrument are recognized in earnings immediately.

We are exposed to risk from credit-related losses resulting from nonperformance by counterparties to our financial instruments. We perform credit evaluations of our counterparties under forward exchange contracts and interest rate swap agreements and expect all counterparties to meet their obligations. If necessary, we would adjust the values of our derivative contracts for our or our counterparties’ credit risks.

In July 2013, the FASB issued ASU No. 2013-10, "Derivatives and Hedging (Topic 815) - Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes," which allows the use of the Fed Funds Effective Swap Rate as a U.S. benchmark interest rate for fair value and cash flow hedges under Topic 815, in addition to interest rates on direct Treasury obligations of the U.S. government and the London Interbank Offered Rate swap rate. This ASU also removes the restriction on using different benchmark rates for similar hedges. ASU No. 2013-10 is effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. Our adoption of ASU No. 2013-10 did not have a material impact on our consolidated financial condition and results of operations.

Foreign Currency Translation

Foreign Currency Translation — Assets and liabilities of our foreign subsidiaries are translated to U.S. dollars at exchange rates prevailing at the balance sheet date, while income and expenses are translated at average rates for each month. Translation gains and losses are reported as a component of accumulated other comprehensive loss. Transactional currency gains and losses arising from transactions in currencies other than our sites’ functional currencies are included in our consolidated results of operations.

Transaction and translation gains and losses arising from intercompany balances are reported as a component of accumulated other comprehensive loss when the underlying transaction stems from a long-term equity investment or from debt designated as not due in the foreseeable future. Otherwise, we recognize transaction gains and losses arising from intercompany transactions as a component of income. Where intercompany balances are not long-term investment related or not designated as due beyond the foreseeable future, we may mitigate risk associated with foreign currency fluctuations by entering into forward exchange contracts.

In March 2013, the FASB issued ASU No. 2013-05, "Foreign Currency Matters (Topic 830) - Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity," which specifies that a cumulative translation adjustment should be released into earning when an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a consolidated foreign entity and the sale or transfer results in the complete or substantially complete liquidation of the foreign entity. ASU No. 2013-05 is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2013. We early adopted this ASU effective January 1, 2013 and it did not have a material impact on our consolidated financial condition and results of operations.

Stock-Based Compensation

Stock-Based Compensation — Stock-based compensation is measured at the grant-date fair value. The exercise price of stock option awards and the value of restricted share, restricted share unit and performance-based unit awards (collectively referred to as "Restricted Shares") are set at the closing price of our common stock on the New York Stock Exchange on the date of grant, which is the date such grants are authorized by our Board of Directors. Restricted share units and performance-based units refer to restricted awards that do not have voting rights and accrue dividends, which are forfeited if vesting does not occur.

The intrinsic value of Restricted Shares, which is typically the product of share price at the date of grant and the number of Restricted Shares granted, is amortized on a straight-line basis to compensation expense over the periods in which the restrictions lapse based on the expected number of shares that will vest. The forfeiture rate is based on unvested Restricted Shares forfeited compared with original total Restricted Shares granted over a 4-year period, excluding significant forfeiture events that are not expected to recur.

Earnings Per Share

Earnings Per Share — We use the two-class method of calculating Earnings Per Share ("EPS"), which determines earnings per share for each class of common stock and participating security as if all earnings for the period had been distributed. Unvested restricted share awards that earn non-forfeitable dividend rights qualify as participating securities and, accordingly, are included in the basic computation as such. Our unvested restricted shares participate on an equal basis with common shares; therefore, there is no difference in undistributed earnings allocated to each participating security. Accordingly, the presentation below is prepared on a combined basis and is presented as earnings per common share. The following is a reconciliation of net earnings of Flowserve Corporation and weighted average shares for calculating basic net earnings per common share.

Diluted earnings per share above is based upon the weighted average number of shares as determined for basic earnings per share plus shares potentially issuable in conjunction with stock options, restricted share units and performance share units.

For each of the three years ended December 31, 2013, 2012 and 2011, we had no options to purchase common stock that were excluded from the computations of potentially dilutive securities because none were considered to be anti-dilutive.

Research and Development Expense

Research and Development Expense — Research and development costs are charged to expense when incurred. Aggregate research and development costs included in selling, general and administrative expenses ("SG&A") were $37.8 million, $38.9 million and $35.0 million in 2013, 2012 and 2011, respectively. Costs incurred for research and development primarily include salaries and benefits and consumable supplies, as well as rent, professional fees, utilities and the depreciation of property and equipment used in research and development activities.

Balance Sheet Offsetting

In December 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-11, "Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities," which requires enhanced disclosures about financial instruments and derivative instruments that are either (1) offset in accordance with either Accounting Standards Codification ("ASC") 210-20-45, "Balance Sheet - Offsetting," or ASC 815-10-45, "Derivatives and Hedging - Overall," or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either ASC 210-20-45 or ASC 815-10-45. The disclosure requirements shall be applied retrospectively for all periods presented. Our adoption of ASU No. 2011-11, effective January 1, 2013, had no impact on our consolidated financial condition and results of operations.

In January 2013, the FASB issued ASU No. 2013-01, "Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities," which limits the scope of ASU 2011-11 to derivatives, repurchase agreements and securities lending transactions to the extent that they are (1) offset in the financial statements or (2) subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements shall be applied retrospectively for all periods presented. Our adoption of ASU No. 2013-01, effective January 1, 2013, had no impact on our consolidated financial condition and results of operations.

Intangibles - Goodwill and Other

In July 2012, the FASB issued ASU No. 2012-02, "Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment," which specifies that an entity has the option to first assess qualitative factors to determine whether it is more likely than not that the asset is impaired. Unless an entity determines that it is more likely than not that the fair value of such an asset is less than its carrying amount, it would not need to calculate the fair value of the asset in that year. Our adoption of ASU No. 2012-02, effective January 1, 2013, had no impact on our consolidated financial condition and results of operations.

Comprehensive Income

In February 2013, the FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220) - Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income," which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. Our adoption of ASU No. 2013-02, effective January 1, 2013, had no impact on our consolidated financial condition and results of operations.

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Significant Accounting Policies and Accounting Developments (Tables)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Schedule of Estimated Useful Lives of Assets

Generally, the estimated useful lives of the assets are:

Buildings and improvements	10 to 40 years
Machinery, equipment and tooling	3 to 14 years
Software, furniture and fixtures and other	3 to 7 years

Calculation of Net Earnings per Common Share and Weighted Average Common Share Outstanding

Earnings per weighted average common share outstanding was calculated as follows:

	Year Ended December 31,
	2013		2012		2011
	(Amounts in thousands, except per share data)
Net earnings of Flowserve Corporation	$	485,530	$	448,339	$	428,582
Dividends on restricted shares not expected to vest	13		15		15
Earnings attributable to common and participating shareholders	$	485,543	$	448,354	$	428,597
Weighted average shares:
Common stock	140,901		156,057		165,819
Participating securities	698		792		809
Denominator for basic earnings per common share	141,599		156,849		166,628
Effect of potentially dilutive securities	830		1,121		1,679
Denominator for diluted earnings per common share	142,429		157,970		168,307
Net earnings per share attributable to Flowserve Corporation common shareholders:
Basic	$	3.43	$	2.86	$	2.57
Diluted	3.41		2.84		2.55

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Cash flows - Operating activities:
Net earnings, including noncontrolling interests	$ 488,320	$ 450,799	$ 429,231
Adjustments to reconcile net earnings to net cash used by operating activities:
Depreciation	90,695	88,572	90,653
Amortization of intangible and other assets	15,697	18,654	16,908
Loss on early extinguishment of debt	439	1,293	0
Net loss (gain) on disposition of assets	956	(10,521)	(149)
Gain on sale of equity investment in affiliate	(12,995)	0	0
Gain on remeasurement of acquired assets	(15,315)	0	0
Excess tax benefits from stock-based payment arrangements	(10,111)	(11,207)	(5,668)
Stock-based compensation	35,757	35,403	32,090
Net earnings from affiliates, net of dividends received	(6,168)	(8,535)	(5,213)
Change in assets and liabilities, net of acquisitions:
Accounts receivable, net	(53,823)	(35,074)	(243,118)
Inventories, net	28,616	(72,706)	(139,754)
Prepaid expense and other	(6,824)	(4,863)	(12,227)
Other assets, net	(18,002)	2,393	(3,629)
Accounts payable	(12,331)	18,179	45,845
Accrued liabilities and income taxes payable	(65,702)	90,773	(6,901)
Retirement obligations and other liabilities	(3,145)	(21,553)	6,682
Net deferred taxes	31,695	(24,477)	13,463
Net cash flows provided by operating activities	487,759	517,130	218,213
Cash flows - Investing activities:
Capital expenditures	(139,090)	(135,539)	(107,967)
Payments for acquisitions, net of cash acquired	(76,801)	(3,996)	(90,505)
Proceeds from disposal of assets	1,653	16,933	4,269
Proceeds from (contributions to) equity investments in affiliates	46,240	(3,825)	0
Net cash flows used by investing activities	(167,998)	(126,427)	(194,203)
Cash flows - Financing activities:
Excess tax benefits from stock-based payment arrangements	10,111	11,207	5,668
Payments on long-term debt	(25,000)	(480,000)	(25,000)
Proceeds from Issuance of senior notes	298,596	498,075	0
Proceeds from issuance of long-term debt	0	400,000	0
Payments of deferred loan costs	(3,744)	(9,901)	0
Net borrowings (payments) under other financing arrangements, net	(401)	5,807	1,581
Repurchases of common shares	(458,310)	(771,942)	(150,000)
Payments of dividends	(76,897)	(73,765)	(69,557)
All other financing activities, net	(179)	(8,403)	(1,648)
Net cash flows used by financing activities	(255,824)	(428,922)	(238,956)
Effect of exchange rate changes on cash	(4,385)	5,115	(5,277)
Net change in cash and cash equivalents	59,552	(33,104)	(220,223)
Cash and cash equivalents at beginning of period	304,252	337,356	557,579
Cash and cash equivalents at end of period	363,804	304,252	337,356
Income taxes paid (net of refunds)	195,532	158,433	113,921
Interest paid	$ 43,506	$ 33,625	$ 32,368

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Acquisitions (Tables)

12 Months Ended

Dec. 31, 2013

Business Combinations [Abstract]

Schedule of Recognized Assets Acquired and Liabilities Assumed

The purchase price was allocated to the assets acquired and liabilities assumed based on estimates of fair values at the date of acquisition and is summarized below:

	(Amounts in millions)
Current assets	$	28.0
Property, plant and equipment	8.9
Intangible assets	30.0
Current liabilities	(16.8		)
Net tangible and intangible assets	50.1
Goodwill	38.1
Purchase price	$	88.2

The preliminary purchase price was allocated to the assets acquired and liabilities assumed based on estimates of fair values at the date of acquisition and is summarized below:

	(Amounts in millions)
Current assets	$	8.1
Property, plant and equipment	5.3
Intangible assets	18.5
Current liabilities	(0.8		)
Net tangible and intangible assets	31.1
Goodwill	43.9
Preliminary purchase price	$	75.0

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Pension and Postretirement Benefits (Accumulated and Projected Obligations) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Compensation and Retirement Disclosure [Abstract]
Benefit Obligation	$ 367,460	$ 758,296
Accumulated benefit obligation	346,684	738,357
Fair value of plan assets	$ 189,827	$ 549,300

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Pension and Postretirement Benefits (Tables)

12 Months Ended

Dec. 31, 2013

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Schedule of Benefit Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets

The following summarizes key pension plan information regarding U.S. and non-U.S. plans whose accumulated benefit obligations exceed the fair value of their respective plan assets. The decrease in 2013 is primarily due to exclusion of the U.S. Qualified Plan which has a net asset position at December 31, 2013.

	December 31,
	2013		2012
	(Amounts in thousands)
Benefit Obligation	$	367,460	$	758,296
Accumulated benefit obligation	346,684		738,357
Fair value of plan assets	189,827		549,300

U.S Defined Benefit Plans [Member]

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Schedule of Assumptions Related to Plans

The following are assumptions related to the U.S. defined benefit pension plans:

	Year Ended December 31,
	2013		2012		2011
Weighted average assumptions used to determine Benefit Obligations:
Discount rate	4.50	%	3.75	%	4.50	%
Rate of increase in compensation levels	4.25		4.25		4.25
Weighted average assumptions used to determine net pension expense:
Long-term rate of return on assets	6.00	%	6.25	%	6.25	%
Discount rate	3.75		4.50		5.00
Rate of increase in compensation levels	4.25		4.25		4.25

Components of Net Periodic Cost for Pension and Postretirement Benefits

Net pension expense for the U.S. defined benefit pension plans (including both qualified and non-qualified plans) was:

	Year Ended December 31,
	2013			2012			2011
	(Amounts in thousands)
Service cost	$	23,355		$	21,222		$	19,754
Interest cost	15,089			16,458			17,217
Expected return on plan assets	(19,952		)	(21,153		)	(21,692		)
Settlement and curtailment of benefits	(28		)	—			—
Amortization of unrecognized prior service benefit	(87		)	(1,238		)	(1,238		)
Amortization of unrecognized net loss	14,280			12,177			10,784
U.S. net pension expense	$	32,657		$	27,466		$	24,825

Schedule of Funded Status

The following summarizes the net pension asset (liability) for U.S. plans:

	December 31,
	2013			2012
	(Amounts in thousands)
Plan assets, at fair value	$	410,462		$	380,342
Benefit Obligation	(405,812		)	(423,547		)
Funded status	$	4,650		$	(43,205	)

Schedule of Amounts Recognized in Balance Sheet

The following summarizes amounts recognized in the balance sheet for U.S. plans:

	December 31,
	2013			2012
	(Amounts in thousands)
Noncurrent assets	$	14,355		$	—
Current liabilities	(500		)	(475		)
Noncurrent liabilities	(9,205		)	(42,730		)
Funded status	$	4,650		$	(43,205	)

Schedule of Benefit Obligations and Accumulated Benefit Obligations

The following is a summary of the changes in the U.S. defined benefit plans’ pension obligations:

	2013			2012
	(Amounts in thousands)
Balance — January 1	$	423,547		$	387,131
Service cost	23,355			21,222
Interest cost	15,089			16,458
Actuarial (gain) loss	(22,356		)	21,960
Benefits paid	(33,823		)	(23,224		)
Balance — December 31	$	405,812		$	423,547
Accumulated benefit obligations at December 31	$	405,812		$	423,547

Schedule of Expected Cash Activity

The following table summarizes the expected cash benefit payments for the U.S. defined benefit pension plans in the future (amounts in millions):

2014	$	34.4
2015	35.5
2016	36.7
2017	37.7
2018	39.1
2019-2023	203.7

Schedule of Accumulated Other Comprehensive Income (Loss)

The following table shows the change in accumulated other comprehensive loss attributable to the components of the net cost and the change in Benefit Obligations for U.S. plans, net of tax:

	2013			2012			2011
	(Amounts in thousands)
Balance — January 1	$	(90,270	)	$	(98,745	)	$	(95,258	)
Amortization of net loss	8,919			7,605			6,718
Amortization of prior service benefit	(54		)	(773		)	(771		)
Net gain (loss) arising during the year	26,312			1,643			(9,434		)
Settlement gain	(17		)	—			—
Balance — December 31	$	(55,110	)	$	(90,270	)	$	(98,745	)

Amounts recorded in accumulated other comprehensive loss consist of:

	December 31,
	2013			2012
	(Amounts in thousands)
Unrecognized net loss	$	(54,391	)	$	(89,612	)
Unrecognized prior service cost	(719		)	(658		)
Accumulated other comprehensive loss, net of tax	$	(55,110	)	$	(90,270	)

Reconciliation of Plan Assets

The following is a reconciliation of the U.S. defined benefit pension plans’ assets:

	2013			2012
	(Amounts in thousands)
Balance — January 1	$	380,342		$	349,986
Return on plan assets	39,749			45,716
Company contributions	24,194			7,864
Benefits paid	(33,823		)	(23,224		)
Balance — December 31	$	410,462		$	380,342

Allocation of Plan Assets

The asset allocations for the qualified plan at the end of 2013 and 2012 by asset category, are as follows:

	Target Allocation at December 31,				Percentage of Actual Plan Assets at December 31,
Asset category	2013		2012		2013		2012
U.S. Large Cap	19	%	28	%	20	%	28	%
U.S. Small Cap	4	%	4	%	4	%	4	%
International Large Cap	14	%	14	%	14	%	14	%
Emerging Markets	5	%	4	%	5	%	4	%
World Equity	8	%	0	%	8	%	0	%
Equity securities	50	%	50	%	51	%	50	%
Liability Driven Investment	40	%	0	%	39	%	0	%
Long-Term Government / Credit	10	%	21	%	10	%	21	%
Intermediate Bond	0	%	29	%	0	%	29	%
Fixed income	50	%	50	%	49	%	50	%
Other(1)	0	%	0	%	0	%	0	%

_______________________________________

(1) Less than 1% of holdings are in the Other category in 2013.

The fair values of our U.S. defined benefit plan assets were:

	At December 31, 2013								At December 31, 2012
			Hierarchical Levels								Hierarchical Levels
	Total		I		II		III		Total		I		II		III
	(Amounts in thousands)								(Amounts in thousands)
Cash and cash equivalents	$	—	$	—	$	—	$	—	$	82	$	82	$	—	$	—
Commingled Funds:
Equity securities
U.S. Large Cap(a)	81,004		—		81,004		—		106,886		—		106,886		—
U.S. Small Cap(b)	17,136		—		17,136		—		15,368		—		15,368		—
International Large Cap(c)	58,675		—		58,675		—		54,159		—		54,159		—
Emerging Markets(d)	19,772		—		19,772		—		15,535		—		15,535		—
World Equity(e)	34,069		—		34,069		—		—		—		—		—
Fixed income securities
Liability Driven Investment (f)	157,638		—		157,638		—		—		—		—		—
Long-Term Government/Credit(g)	39,308		—		39,308		—		80,567		—		80,567		—
Intermediate Bond(h)	—		—		—		—		107,745		—		107,745		—
Other types of investments:
Other(i)	2,860		—		2,860		—		—		—		—		—
	$	410,462	$	—	$	410,462	$	—	$	380,342	$	82	$	380,260	$	—

_______________________________________

(a) U.S. Large Cap funds seek to outperform the Russell 1000 (R) Index with investments in large and medium capitalization U.S. companies represented in the Russell 1000 (R) Index, which is composed of the largest 1,000 U.S. equities as determined by market capitalization.

(b) U.S. Small Cap funds seek to outperform the Russell 2000 (R) Index with investments in medium and small capitalization U.S. companies represented in the Russell 2000 (R) Index, which is composed of the smallest 2,000 U.S. equities as determined by market capitalization.

(c) International Large Cap funds seek to outperform the MSCI Europe, Australia, and Far East Index with investments in most of the developed nations of the world so as to maintain a high degree of diversification among countries and currencies.

(d) Emerging Markets funds represent a diversified portfolio that seeks high, long-term returns comparable to investments in emerging markets by investing in stocks from newly developed emerging market economies.

(e) World Equity funds seek to outperform the Russell Developed Large Cap Index Net over a full market cycle. The fund's goal is to provide a favorable total return relative to the benchmark, primarily through long-term capital appreciation.

(f) LDI funds seek to outperform the Barclays-Russell LDI Index by investing in high quality, mostly corporate bonds and fixed income securities that closely match those found in discount curves used to value the plan's liabilities.

(g) Long-Term Government/Credit funds seek to outperform the Barclays Capital U.S. Long-Term Government/Credit Index by generating excess return through a variety of diversified strategies in securities with longer durations, such as sector rotation, security selection and tactical use of high-yield bonds.

(h) Intermediate Bonds seek to outperform the Barclays Capital U.S. Aggregate Bond Index by generating excess return through a variety of diversified strategies in securities with short to intermediate durations, such as sector rotation, security selection and tactical use of high-yield bonds.

(i) Details have not been provided due to immateriality.

Non-U.S Defined Benefit Plans [Member]

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Schedule of Assumptions Related to Plans

The following are assumptions related to the non-U.S. defined benefit pension plans:

	Year Ended December 31,
	2013		2012		2011
Weighted average assumptions used to determine Benefit Obligations:
Discount rate	4.22	%	4.16	%	5.09	%
Rate of increase in compensation levels	3.83		3.84		3.56
Weighted average assumptions used to determine net pension expense:
Long-term rate of return on assets	5.49	%	5.78	%	6.13	%
Discount rate	4.16		5.09		5.13
Rate of increase in compensation levels	3.84		3.56		3.46

Components of Net Periodic Cost for Pension and Postretirement Benefits

Net pension expense for non-U.S. defined benefit pension plans was:

	Year Ended December 31,
	2013			2012			2011
	(Amounts in thousands)
Service cost	$	6,819		$	4,681		$	5,113
Interest cost	13,486			13,724			13,867
Expected return on plan assets	(9,200		)	(8,542		)	(8,382		)
Amortization of unrecognized net loss	6,650			4,020			2,172
Settlement and other	134			43			239
Non-U.S. net pension expense	$	17,889		$	13,926		$	13,009

Schedule of Funded Status

The following summarizes the net pension liability for non-U.S. plans:

	December 31,
	2013			2012
	(Amounts in thousands)
Plan assets, at fair value	$	195,042		$	173,017
Benefit Obligation	(363,425		)	(340,348		)
Funded status	$	(168,383	)	$	(167,331	)

Schedule of Amounts Recognized in Balance Sheet

The following summarizes amounts recognized in the balance sheet for non-U.S. plans:

	December 31,
	2013			2012
\	(Amounts in thousands)
Noncurrent assets	$	52		$	—
Current liabilities	(9,048		)	(8,398		)
Noncurrent liabilities	(159,387		)	(158,933		)
Funded status	$	(168,383	)	$	(167,331	)

Schedule of Benefit Obligations and Accumulated Benefit Obligations

The following is a reconciliation of the non-U.S. plans’ defined benefit pension obligations:

	2013			2012
	(Amounts in thousands)
Balance — January 1	$	340,348		$	271,638
Service cost	6,819			4,681
Interest cost	13,486			13,724
Employee contributions	267			210
Plan amendments and other	1,573			2,114
Actuarial loss(1)	8,664			51,277
Net benefits and expenses paid	(16,491		)	(13,735		)
Currency translation impact(2)	8,759			10,439
Balance — December 31	$	363,425		$	340,348
Accumulated benefit obligations at December 31	$	340,223		$	316,667

_______________________________________

(1) The 2012 actuarial losses primarily reflect the impact of assumption changes in the Euro zone and U.K. plans for 2012.

(2) The currency translation impact reflects the weakening of the U.S. dollar exchange rate against our significant currencies, primarily the British pound and the Euro.

Schedule of Expected Cash Activity

The following table summarizes the expected cash benefit payments for the non-U.S. defined benefit plans in the future (amounts in millions):

2014	$	16.9
2015	16.1
2016	16.8
2017	18.3
2018	19.5
2019-2023	107.8

Schedule of Accumulated Other Comprehensive Income (Loss)

The following table shows the change in accumulated other comprehensive loss attributable to the components of the net cost and the change in Benefit Obligations for non-U.S. plans, net of tax:

	2013			2012			2011
	(Amounts in thousands)
Balance — January 1	$	(76,197	)	$	(43,110	)	$	(38,819	)
Amortization of net loss	4,999			2,985			1,609
Net loss arising during the year	(6,091		)	(33,692		)	(6,763		)
Settlement loss	93			100			155
Prior service benefit arising during the year	137			32			191
Currency translation impact and other	(1,804		)	(2,512		)	517
Balance — December 31	$	(78,863	)	$	(76,197	)	$	(43,110	)

Amounts recorded in accumulated other comprehensive loss consist of:

	December 31,
	2013			2012
	(Amounts in thousands)
Unrecognized net loss	$	(77,379	)	$	(74,656	)
Unrecognized prior service cost	(1,484		)	(1,541		)
Accumulated other comprehensive loss, net of tax	$	(78,863	)	$	(76,197	)

Reconciliation of Plan Assets

The following is a reconciliation of the non-U.S. plans’ defined benefit pension assets:

	2013			2012
	(Amounts in thousands)
Balance — January 1	$	173,017		$	145,112
Return on plan assets	10,480			14,561
Employee contributions	267			210
Company contributions	22,695			20,270
Currency translation impact and other	5,074			6,599
Net benefits and expenses paid	(16,491		)	(13,735		)
Balance — December 31	$	195,042		$	173,017

Allocation of Plan Assets

The fair values of the non-U.S. assets were:

	At December 31, 2013								At December 31, 2012
			Hierarchical Levels								Hierarchical Levels
	Total		I		II		III		Total		I		II		III
	(Amounts in thousands)								(Amounts in thousands)
Cash	$	189	$	189	$	—	$	—	$	261	$	261	$	—	$	—
Commingled Funds:
Equity securities
North American Companies(a)	6,459		—		6,459		—		8,527		—		8,527		—
U.K. Companies(b)	19,448		—		19,448		—		33,389		—		33,389		—
European Companies (c)	8,060		—		8,060		—		10,417		—		10,417		—
Asian Pacific Companies(d)	5,613		—		5,613		—		7,995		—		7,995		—
Global Equity(e)	16,046		—		16,046		—		1,895		—		1,895		—
Fixed income securities
U.K. Government Gilt Index(f)	55,078		—		55,078		—		35,614		—		35,614		—
U.K. Corporate Bond Index(g)	40,039		—		40,039		—		33,311		—		33,311		—
Global Fixed Income Bond(h)	38,335		—		38,335		—		37,476		—		37,476		—
Other(i)	5,775		—		—		5,775		4,132		—		—		4,132
	$	195,042	$	189	$	189,078	$	5,775	$	173,017	$	261	$	168,624	$	4,132

_______________________________________

(a) North American Companies represents U.S. and Canadian large cap equity index funds, which are passively managed and track their respective benchmarks (FTSE All-World USA Index and FTSE All-World Canada Index).

(b) U.K. Companies represents a U.K. equity index fund, which is passively managed and tracks the FTSE All-Share Index.

(c) European companies represents a European equity index fund, which is passively managed and tracks the FTSE All-World Developed Europe Ex-U.K. Index.

(d) Asian Pacific Companies represents Japanese and Pacific Rim equity index funds, which are passively managed and track their respective benchmarks (FTSE All-World Japan Index and FTSE All-World Developed Asia Pacific Ex-Japan Index).

(e) Global Equity represents actively managed, global equity funds taking a top-down strategic view on the different regions by analyzing companies based on fundamentals, market-driven, thematic and quantitative factors to generate alpha.

(f) U.K. Government Gilt Index represents U.K. government issued fixed income investments which are passively managed and track the respective benchmarks (FTSE U.K. Gilt Index-Linked Over 5 Years Index, FTSE U.K. Gilt Over 15 Years Index and FTSE U.K. Gilt Index-Linked Over 25 Years Index).

(g) U.K. Corporate Bond Index represents U.K. corporate bond investments, which are passively managed and track the iBoxx Over 15 years £ Non-Gilt Index.

(h) Global Fixed Income Bond represents mostly European fixed income investment funds that are actively managed, diversified and primarily invested in traditional government bonds, high-quality corporate bonds, asset backed securities, emerging market debt and high yield corporates.

(i) Includes assets held by plans outside the U.K. and The Netherlands. Details, including Level III rollforward details, have not been provided due to immateriality.

The asset allocations for the non-U.S. defined benefit pension plans at the end of 2013 and 2012 are as follows:

	Target Allocation at December 31,				Percentage of Actual Plan Assets at December 31,
Asset category	2013		2012		2013		2012
North American Companies	3	%	5	%	3	%	5	%
U.K. Companies	10	%	19	%	10	%	19	%
European Companies	4	%	6	%	4	%	6	%
Asian Pacific Companies	3	%	5	%	3	%	5	%
Global Equity	8	%	1	%	8	%	1	%
Equity securities	28	%	36	%	28	%	36	%
U.K. Government Gilt Index	28	%	21	%	28	%	21	%
U.K. Corporate Bond Index	21	%	19	%	21	%	19	%
Global Fixed Income Bond	20	%	22	%	20	%	22	%
Fixed income	69	%	62	%	69	%	62	%
Other	3	%	2	%	3	%	2	%

Postretirement Medical Benefits [Member]

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Schedule of Assumptions Related to Plans

The following are assumptions related to postretirement benefits:

	Year Ended December 31,
	2013		2012		2011
Weighted average assumptions used to determine Benefit Obligation:
Discount rate	4.00	%	3.25	%	4.25	%
Weighted average assumptions used to determine net expense:
Discount rate	3.25	%	4.25	%	4.75	%

Components of Net Periodic Cost for Pension and Postretirement Benefits

Net postretirement benefit income for postretirement medical plans was:

	Year Ended December 31,
	2013			2012			2011
	(Amounts in thousands)
Service cost	$	6		$	11		$	12
Interest cost	1,066			1,462			1,782
Amortization of unrecognized prior service benefit	—			(41		)	(1,558		)
Amortization of unrecognized net gain	(1,280		)	(1,542		)	(1,463		)
Net postretirement benefit income	$	(208	)	$	(110	)	$	(1,227	)

Schedule of Funded Status

The following summarizes the accrued postretirement benefits liability for the postretirement medical plans:

	December 31,
	2013			2012
	(Amounts in thousands)
Postretirement Benefit Obligation	$	31,477		$	34,967
Funded status	$	(31,477	)	$	(34,967	)

Schedule of Amounts Recognized in Balance Sheet

The following summarizes amounts recognized in the balance sheet for postretirement Benefit Obligation:

	December 31,
	2013			2012
	(Amounts in thousands)
Current liabilities	$	(4,013	)	$	(4,250	)
Noncurrent liabilities	(27,464		)	(30,717		)
Funded status	$	(31,477	)	$	(34,967	)

Schedule of Benefit Obligations and Accumulated Benefit Obligations

The following is a reconciliation of the postretirement Benefit Obligation:

	2013			2012
	(Amounts in thousands)
Balance — January 1	$	34,967		$	35,045
Service cost	6			11
Interest cost	1,066			1,462
Employee contributions	2,151			2,126
Medicare subsidies receivable	789			500
Actuarial (gain) loss	(857		)	2,213
Net benefits and expenses paid	(6,645		)	(6,390		)
Balance — December 31	$	31,477		$	34,967

Schedule of Expected Cash Activity

The following presents expected benefit payments for future periods (amounts in millions):

	Expected Payments		Medicare Subsidy
2014	$	4.1	$	0.2
2015	3.9		0.2
2016	3.6		0.2
2017	3.4		0.2
2018	3.1		0.2
2019-2023	11.1		0.9

Schedule of Accumulated Other Comprehensive Income (Loss)

The following table shows the change in accumulated other comprehensive loss attributable to the components of the net cost and the change in Benefit Obligations for postretirement benefits, net of tax:

	2013			2012			2011
	(Amounts in thousands)
Balance — January 1	$	4,710		$	7,081		$	7,793
Amortization of net gain	(800		)	(963		)	(911		)
Amortization of prior service benefit	—			(26		)	(971		)
Net gain (loss) arising during the year	535			(1,382		)	1,170
Balance — December 31	$	4,445		$	4,710		$	7,081

Amounts recorded in accumulated other comprehensive loss consist of:

	December 31,
	2013		2012
	(Amounts in thousands)
Unrecognized net gain	$	4,445	$	4,710
Accumulated other comprehensive income, net of tax	$	4,445	$	4,710

Schedule of Effect of One-Percentage Point Change in Assumed Health Care Cost Trend Rates

A one-percentage point change in assumed health care cost trend rates would have the following effect on the 2013 reported amounts (in thousands):

	1% Increase		1% Decrease
Effect on postretirement Benefit Obligation	$	207	$	(221	)
Effect on service cost plus interest cost	6		(6		)

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Goodwill and Other Intangible Assets (Actual and Estimated Future Amortization) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Amortization expense	$ 12,801	$ 16,000	$ 14,200
Estimated for year Ending December 31, 2014	13,827
Estimated for year Ending December 31, 2015	10,764
Estimated for year Ending December 31, 2016	9,204
Estimated for year Ending December 31, 2017	8,161
Estimated for year Ending December 31, 2018	8,025
Thereafter	$ 27,450

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Debt and Lease Obligations (European Letter of Credit Facilities) (Details)			0 Months Ended
	Oct. 30, 2012	Oct. 30, 2009	Oct. 30, 2009 European Letter of Credit Facilities [Member] EUR (€)	Dec. 31, 2013 European Letter of Credit Facilities [Member] USD ($)	Dec. 31, 2013 European Letter of Credit Facilities [Member] EUR (€)	Dec. 31, 2012 European Letter of Credit Facilities [Member] USD ($)	Dec. 31, 2012 European Letter of Credit Facilities [Member] EUR (€)
Line of Credit Facility [Line Items]
Line of Credit Facility, Expiration Period			364 days
Maturity period of unsecured letter of credit facility	364 days	364 days
Line of Credit Facility, Maximum Borrowing Capacity			€ 125,000,000
Line of Credit Facility, Amount Outstanding				$ 95,400,000	€ 69,600,000	$ 83,300,000	€ 63,100,000

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 363,804	$ 304,252
Accounts receivable, net	1,155,327	1,103,724
Inventories, net	1,060,670	1,086,663
Deferred taxes	157,448	151,093
Prepaid expense and other	110,133	94,484
Total current assets	2,847,382	2,740,216
Property, plant and equipment, net	716,289	654,179
Goodwill	1,107,551	1,053,852
Deferred taxes	19,533	26,706
Other intangible assets, net	160,548	150,075
Other assets, net	185,430	185,930
Total assets	5,036,733	4,810,958
Current liabilities:
Accounts payable	612,092	616,900
Accrued liabilities	861,010	906,593
Debt due within one year	72,678	59,478
Deferred taxes	12,319	7,654
Total current liabilities	1,558,099	1,590,625
Long-term debt due after one year	1,127,619	869,116
Retirement obligations and other liabilities	473,894	456,742
Commitments and contingencies (See Note 13)
Shareholders' equity:
Common shares, $1.25 par value, Shares authorized - 305,000, Shares issued - 176,793 and 176,793, respectively	220,991	220,991
Capital in excess of par value	476,218	467,856
Retained earnings	2,985,391	2,579,308
Treasury shares, at cost — 39,630 and 32,389 shares, respectively	(1,600,266)	(1,164,496)
Deferred compensation obligation	9,522	10,870
Accumulated other comprehensive loss	(221,477)	(224,310)
Total Flowserve Corporation shareholders' equity	1,870,379	1,890,219
Noncontrolling interest	6,742	4,256
Total equity	1,877,121	1,894,475
Total liabilities and equity	$ 5,036,733	$ 4,810,958

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Quarterly Financial Data (Tables)

12 Months Ended

Dec. 31, 2013

Quarterly Financial Data [Abstract]

Summary of the Unaudited Quarterly Data

The following presents a summary of the unaudited quarterly data for 2013 and 2012 (amounts in millions, except per share data):

	2013
Quarter	4th		3rd		2nd		1st
Sales	$	1,389.4	$	1,229.1	$	1,239.5	$	1,096.6
Gross profit	470.5		422.7		421.6		373.3
Earnings before income taxes	191.7		182.4		171.3		147.6
Net earnings attributable to Flowserve Corporation	141.1		126.3		120.4		97.8
Earnings per share (1):
Basic	$	1.01	$	0.90	$	0.85	$	0.68
Diluted	1.01		0.90		0.84		0.67

	2012
Quarter	4th		3rd		2nd		1st
Sales	$	1,328.2	$	1,165.9	$	1,182.2	$	1,075.0
Gross profit	447.6		389.6		384.6		359.2
Earnings before income taxes	189.8		144.6		148.1		129.1
Net earnings attributable to Flowserve Corporation	141.6		106.3		107.3		93.1
Earnings per share (1):
Basic	$	0.95	$	0.70	$	0.66	$	0.57
Diluted	0.94		0.69		0.66		0.56

_______________________________________

(1) Earnings per share is computed independently for each of the quarters presented. The sum of the quarters may not equal the total year amount due to the impact of changes in weighted average quarterly shares outstanding.

The significant pre-tax fourth quarter adjustment for 2013 was to record $10.7 million in charges related to our realignment program. See Note 20 for additional information on our realignment program.

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Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Statement of Comprehensive Income [Abstract]
Foreign curency translation, taxes	$ 17,351	$ (10,957)	$ 34,397
Pension and other postretirement effects, taxes	(20,218)	8,655	3,107
Cash flow hedging activity, taxes	$ (483)	$ 187	$ 186

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Derivatives and Hedging Activities (Fair Value Balance Sheet Disclosures) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Nondesignated [Member] | Forward Exchange Contracts [Member]
Fair value disclosues, by balance sheet location
Current derivative assets	$ 5,215	$ 6,104
Noncurrent derivative assets	729	104
Current derivative liabilities	2,207	7,814
Noncurrent derivative liabilities	113	12
Cash Flow Hedging [Member] | Interest Rates Swaps and Forward Exchange Contracts [Member]
Fair value disclosues, by balance sheet location
Current derivative assets	146	0
Noncurrent derivative assets	0	0
Current derivative liabilities	409	1,417
Noncurrent derivative liabilities	$ 37	$ 316

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Stock-Based Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Stock Option Activity

Information related to stock options issued to officers, other employees and directors prior to 2010 under all plans is presented in the following table:

	2013				2012				2011
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Number of shares under option:
Outstanding — beginning of year	115,362		$	15.00	145,338		$	13.90	204,213		$	13.49
Exercised	(17,400	)	5.91		(24,576	)	10.15		(58,875	)	12.48
Canceled	—		—		(5,400	)	7.65		—		—
Outstanding — end of year	97,962		$	16.61	115,362		$	15.00	145,338		$	13.90
Exercisable — end of year	97,962		$	16.61	115,362		$	15.00	145,338		$	13.90

Additional Information Relating to the Ranges of Options Outstanding

Additional information relating to the ranges of options outstanding at December 31, 2013, is as follows:

	Weighted Average Remaining Contractual Life	Options Outstanding and Exercisable
Range of Exercise Prices per Share		Number Outstanding	Weighted Average Exercise Price per Share
$ 8.08 - $14.14	1.53	10,500	$	10.32
$14.15 - $16.16	2.12	3,201	16.06
$16.17 - $18.18	2.95	84,261	17.42
		97,962	$	16.61

Schedule of Stock-Based Compensation

We recorded stock-based compensation for restricted shares as follows:

	Year Ended December 31,
	2013		2012		2011
	(Amounts in millions)
Stock-based compensation expense	$	35.8	$	35.4	$	32.1
Related income tax benefit	(12.3)		(12.0)		(10.9)
Net stock-based compensation expense	$	23.5	$	23.4	$	21.2

Information Regarding Restricted Shares

The following table summarizes information regarding Restricted Shares:

	Year Ended December 31, 2013
	Shares		Weighted Average Grant-Date Fair Value
Number of unvested Restricted Shares:
Outstanding — beginning of year	2,376,300		$	37.70
Granted	847,236		51.28
Vested	(1,019,540	)	34.23
Canceled	(183,318	)	42.84
Outstanding — ending of year	2,020,678		$	44.68

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Details of Certain Consolidated Balance Sheet Captions (Property, Plant and Equipment, net) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	$ 1,566,152	$ 1,439,043
Less: accumulated depreciation	(849,863)	(784,864)
Property, plant and equipment, net	716,289	654,179
Land [Member]
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	79,557	68,134
Buildings and improvements [Member]
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	420,364	352,076
Machinery, equipment, and tooling [Member]
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	694,179	632,921
Software, furniture and fixtures and other [Member]
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	$ 372,052	$ 385,912

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Warranty Reserve

12 Months Ended

Dec. 31, 2013

Product Warranties Disclosures [Abstract]

Warranty Reserve

WARRANTY RESERVE

We have recorded reserves for product warranty claims that are included in current liabilities. The following is a summary of the activity in the warranty reserve:

	2013			2012			2011
	(Amounts in thousands)
Balance — January 1	$	35,400		$	38,033		$	34,374
Accruals for warranty expense, net of adjustments	33,504			28,851			35,535
Settlements made	(31,076		)	(31,484		)	(31,876		)
Balance — December 31	$	37,828		$	35,400		$	38,033

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Derivatives and Hedging Activities (Tables)

12 Months Ended

Dec. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Fair Value of Forward Exchange Contracts not Designated as Hedging Instruments

The fair value of forward exchange derivative contracts not designated as hedging instruments are summarized below:

	Year Ended December 31,
	2013		2012
	(Amounts in thousands)
Current derivative assets	$	5,215	$	6,104
Noncurrent derivative assets	729		104
Current derivative liabilities	2,207		7,814
Noncurrent derivative liabilities	113		12

Summary of Fair Value of Interest Rate Swaps in Cash Flow Hedging Relationships

The fair value of interest rate swaps and forward exchange derivative contracts designated as hedging instruments are summarized below:

	Year Ended December 31,
	2013		2012
	(Amounts in thousands)
Current derivative assets	$	146	$	—
Noncurrent derivative assets	—		—
Current derivative liabilities	409		1,417
Noncurrent derivative liabilities	37		316

Impact of Net Changes in Fair Values of Forward Exchange Contracts Not Designated as Hedging Instruments

The impact of net changes in the fair values of forward exchange contracts are summarized below:

	Year Ended December 31,
	2013			2012			2011
	(Amounts in thousands)
Loss recognized in income	$	(4,352	)	$	(7,089	)	$	(3,655	)

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Income Taxes

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

The provision for income taxes consists of the following:

	Year Ended December 31,
	2013		2012			2011
	(Amounts in thousands)
Current:
U.S. federal	$	61,670	$	73,444		$	42,596
Non-U.S.	112,471		101,166			95,677
State and local	7,537		3,454			6,567
Total current	181,678		178,064			144,840
Deferred:
U.S. federal	8,771		(823		)	19,086
Non-U.S.	13,120		(17,268		)	(11,918		)
State and local	1,132		793			6,516
Total deferred	23,023		(17,298		)	13,684
Total provision	$	204,701	$	160,766		$	158,524

The expected cash payments for the current income tax expense for 2013, 2012 and 2011 were reduced by $10.1 million, $11.0 million and $5.7 million, respectively, as a result of tax deductions related to the exercise of non-qualified employee stock options and the vesting of restricted stock. The income tax benefit resulting from these stock-based compensation plans has increased capital in excess of par value.

The provision for income taxes differs from the statutory corporate rate due to the following:

	Year Ended December 31,
	2013			2012			2011
	(Amounts in millions)
Statutory federal income tax at 35%	$	242.6		$	214.0		$	205.7
Foreign impact, net	(40.7		)	(50.6		)	(55.0		)
State and local income taxes, net	8.7			4.2			13.1
Other	(5.9		)	(6.8		)	(5.3		)
Total	$	204.7		$	160.8		$	158.5
Effective tax rate	29.5		%	26.3		%	27.0		%

The 2013, 2012 and 2011 effective tax rates differed from the federal statutory rate of 35% primarily due to the net impact of foreign operations, which included the impacts of lower foreign tax rates and changes in our reserves established for uncertain tax positions.

We assert permanent reinvestment on the majority of invested capital and unremitted foreign earnings in our foreign subsidiaries. However, we do not assert permanent reinvestment on a limited number of foreign subsidiaries where future distributions may occur. The cumulative amount of undistributed earnings considered permanently reinvested is $1.7 billion. Should these permanently reinvested earnings be repatriated in a future period in the form of dividends or otherwise, our provision for income taxes may increase materially in that period. Quantification of the deferred tax liability, if any, associated with indefinitely reinvested differences is not practicable. During each of the three years reported in the period ended December 31, 2013, we have not recognized any net deferred tax assets attributable to excess foreign tax credits on unremitted earnings or foreign currency translation adjustments in our foreign subsidiaries with excess financial reporting basis.

For those subsidiaries where permanent reinvestment was not asserted, we had cash and deemed dividend distributions that resulted in the recognition of $5.0 million of income tax expense in the year ended December 31, 2013 and $2.3 million and $9.5 million of income tax benefit during the years ended December 31, 2012 and 2011, respectively. As we have not recorded a benefit for the excess foreign tax credits associated with deemed repatriation of unremitted earnings, these credits are not available to offset the liability associated with these dividends.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the consolidated deferred tax assets and liabilities were:

	December 31,
	2013			2012
	(Amounts in thousands)
Deferred tax assets related to:
Retirement benefits	$	25,798		$	47,112
Net operating loss carryforwards	23,943			28,801
Compensation accruals	54,518			53,307
Inventories	56,487			60,556
Credit carryforwards	32,384			35,384
Warranty and accrued liabilities	20,626			24,263
Other	42,809			36,965
Total deferred tax assets	256,565			286,388
Valuation allowances	(18,058		)	(17,975		)
Net deferred tax assets	238,507			268,413
Deferred tax liabilities related to:
Property, plant and equipment	(36,191		)	(27,246		)
Goodwill and intangibles	(138,635		)	(128,227		)
Other	(9,269		)	(8,299		)
Total deferred tax liabilities	(184,095		)	(163,772		)
Deferred tax assets, net	$	54,412		$	104,641

We have $147.4 million of U.S. and foreign net operating loss carryforwards at December 31, 2013. Of this total, $39.7 million are state net operating losses. Net operating losses generated in the U.S., if unused, will expire in 2014 through 2027. The majority of our non-U.S. net operating losses carry forward without expiration. Additionally, we have $27.9 million of foreign tax credit carryforwards at December 31, 2013, expiring in 2020 through 2023 for which a valuation allowance of $0.8 million has been recorded.

Earnings before income taxes comprised:

	Year Ended December 31,
	2013		2012		2011
	(Amounts in thousands)
U.S.	$	231,179	$	220,684	$	247,684
Non-U.S.	461,842		390,881		340,071
Total	$	693,021	$	611,565	$	587,755

A tabular reconciliation of the total gross amount of unrecognized tax benefits, excluding interest and penalties, is as follows (in millions):

	2013			2012			2011
Balance — January 1	$	59.1		$	93.8		$	104.6
Gross amount of increases (decreases) in unrecognized tax benefits resulting from tax positions taken:
During a prior year	3.9			(1.4		)	1.0
During the current period	8.9			10.3			8.8
Decreases in unrecognized tax benefits relating to:
Settlements with taxing authorities	(0.1		)	(21.0		)	(9.8		)
Lapse of the applicable statute of limitations	(11.5		)	(23.0		)	(8.3		)
(Decreases) increases in unrecognized tax benefits relating to foreign currency translation adjustments	(1.0		)	0.4			(2.5		)
Balance — December 31	$	59.3		$	59.1		$	93.8

The amount of gross unrecognized tax benefits at December 31, 2013 was $75.5 million, which includes $16.2 million of accrued interest and penalties. Of this amount $57.2 million, if recognized, would favorably impact our effective tax rate. During the years ended December 31, 2013, 2012 and 2011 we recognized net interest and penalty income of $2.4 million, $2.9 million and $1.9 million, respectively, in our consolidated statements of income.

With limited exception, we are no longer subject to U.S. federal income tax audits for years through 2011, state and local income tax audits for years through 2009 or non-U.S. income tax audits for years through 2007. We are currently under examination for various years in Austria, Canada, France, Germany, India, Italy, Singapore, the U.S. and Venezuela.

It is reasonably possible that within the next 12 months the effective tax rate will be impacted by the resolution of some or all of the matters audited by various taxing authorities. It is also reasonably possible that we will have the statute of limitations close in various taxing jurisdictions within the next 12 months. As such, we estimate we could record a reduction in our tax expense up to approximately $14 million within the next 12 months.

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Debt and Lease Obligations (Debt Including Capital Lease Obligations) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Sep. 11, 2012
Debt including capital lease obligations
Long-term debt	$ 1,200,297
Capital lease obligations and other borrowings	33,393	35,470
Debt and capital lease obligations	1,200,297	928,594
Less amounts due within one year	72,678	59,478
Total debt due after one year	1,127,619	869,116
2023 Senior notes [Member]
Debt Instrument [Line Items]
Interest rate	4.00%	4.00%
Debt including capital lease obligations
Long-term debt	298,615	0
2022 Senior notes [Member]
Debt Instrument [Line Items]
Interest rate	3.50%	3.50%	3.50%
Debt including capital lease obligations
Long-term debt	498,289	498,124
Term Loan Facility [Member]
Debt Instrument [Line Items]
Interest rate	1.50%	1.81%
Debt including capital lease obligations
Long-term debt	$ 370,000	$ 395,000

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Consolidated Statement of Shareholders' Equity (USD $) In Thousands, unless otherwise specified	Total		Common Stock [Member]	Capital in Excess of Par Value [Member]	Retained Earnings [Member]	Treasury Stock [Member]	Deferred Compensation, Share-based Payments [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Noncontrolling Interest [Member]
Balance at Dec. 31, 2010	$ 2,113,033		$ 220,991	$ 466,534	$ 1,848,680	$ (292,210)	$ 9,533	$ (150,506)	$ 10,011
Balance, shares at Dec. 31, 2010			176,793			(11,616)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock activity under stock plans	(12,499)		0	(30,657)		18,158
Stock activity under stock plans, shares			0			990
Stock-based compensation	32,090			32,067	23
Tax benefit associated with stock-based compensation	5,812			5,812
Net earnings	429,231				428,582				649
Cash dividends declared	(71,761)				(71,761)
Repurchases of common shares	(150,000)					(150,000)
Repurchases of common shares, shares						(4,449)
Other comprehensive income (loss)	(65,639)							(65,591)	(48)
Sale of shares to (dividends paid to) noncontrolling interests, net	(2,195)								(2,195)
Purchase of shares from and dividends paid to noncontrolling interests				0
Other, net	(158)						(158)
Balance at Dec. 31, 2011	2,278,230		220,991	473,756	2,205,524	(424,052)	9,691	(216,097)	8,417
Balance, shares at Dec. 31, 2011			176,793			(15,075)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock activity under stock plans	(18,992)		0	(50,490)		31,498
Stock activity under stock plans, shares			0			1,326
Stock-based compensation	35,403			35,379	24
Tax benefit associated with stock-based compensation	11,024			11,024
Net earnings	450,799				448,339				2,460
Cash dividends declared	(74,579)				(74,579)
Repurchases of common shares	(771,942)					(771,942)
Repurchases of common shares, shares						(18,639)
Other comprehensive income (loss)	(8,318)							(8,213)	(105)
Purchase of shares from and dividends paid to noncontrolling interests	(8,329)			(1,813)					(6,516)
Other, net	(1,179)						(1,179)
Balance at Dec. 31, 2012	1,894,475		220,991	467,856	2,579,308	(1,164,496)	10,870	(224,310)	4,256
Balance, shares at Dec. 31, 2012	176,793		176,793			(32,388)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock activity under stock plans	(14,951)			(37,491)		22,540
Stock activity under stock plans, shares						902
Stock-based compensation	35,757			35,737	20
Tax benefit associated with stock-based compensation	10,116			10,116
Net earnings	488,320				485,530				2,790
Cash dividends declared	(79,467)				(79,467)
Repurchases of common shares	(458,310)					(458,310)
Repurchases of common shares, shares						(8,144)
Other comprehensive income (loss)	2,799	[1]						2,833	(34)
Purchase of shares from and dividends paid to noncontrolling interests	(270)			0					(270)
Other, net	1,348						1,348
Balance at Dec. 31, 2013	$ 1,877,121		$ 220,991	$ 476,218	$ 2,985,391	$ (1,600,266)	$ 9,522	$ (221,477)	$ 6,742
Balance, shares at Dec. 31, 2013	176,793		176,793			(39,630)

[1] Includes foreign currency translation adjustments attributable to noncontrolling interests of $1.2 million for both December 31, 2013 and 2012, and $1.3 million at 2011.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Shareholders' equity:
Common shares, par value	$ 1.25	$ 1.25
Common stock, shares authorized	305,000,000	305,000,000
Common shares, shares issued	176,793,000	176,793,000
Treasury shares, shares	39,630,000	32,389,000

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Equity Method Investments

12 Months Ended

Dec. 31, 2013

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments

EQUITY METHOD INVESTMENTS

We occasionally enter into joint venture arrangements with local country partners as our preferred means of entry into countries where barriers to entry may exist. Similar to our consolidated subsidiaries, these unconsolidated joint ventures generally operate within our primary businesses of designing, manufacturing, assembling and distributing fluid motion and control products and services. We have agreements with certain of these joint ventures that restrict us from otherwise entering the respective market and certain joint ventures produce and/or sell our products as part of their broader product offering. Net earnings from investments in unconsolidated joint ventures is reported in net earnings from affiliates in our consolidated statements of income. Given the integrated role of the unconsolidated joint ventures in our business, net earnings from affiliates is presented as a component of operating income.

As discussed in Note 2, effective March 28, 2013, we and our joint venture partner agreed to exit our AIL joint venture, a manufacturer of integrated industrial valves in India. Prior to these transactions, our 50% interest was recorded using the equity method of accounting. As of December 31, 2013, we had investments in seven joint ventures (one located in each of India, Japan, Saudi Arabia, South Korea and the United Arab Emirates and two located in China) that were accounted for using the equity method and are immaterial for disclosure purposes.

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Schedule II - Valuation and Qualifying Accounts (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Allowance for Doubtful Accounts [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Year	$ 21,491	[1]	$ 20,351	[1]	$ 18,632	[1]
Additions Charged to Cost and Expenses	17,412	[1]	22,148	[1]	21,108	[1]
Additions Charged to Other Accounts - Acquisitions and Related Adjustments	79	[1]	(36)	[1]	(57)	[1]
Deductions From Reserve	(14,909)	[1]	(20,972)	[1]	(19,332)	[1]
Balance at End of Year	24,073	[1]	21,491	[1]	20,351	[1]
Deferred Tax Asset Valuation Allowance [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Year	17,975	[2]	17,686	[2]	14,296	[2]
Additions Charged to Cost and Expenses	2,352	[2]	3,257	[2]	4,124	[2]
Additions Charged to Other Accounts - Acquisitions and Related Adjustments	0	[2]	(657)	[2]	(43)	[2]
Deductions From Reserve	(2,269)	[2]	(2,311)	[2]	(691)	[2]
Balance at End of Year	$ 18,058	[2]	$ 17,975	[2]	$ 17,686	[2]

[1] Deductions from reserve represent accounts written off and recoveries.

[2] Deductions from reserve result from the expiration or utilization of net operating losses and foreign tax credits previously reserved.

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Quarterly Financial Data (Details) (USD $)	3 Months Ended																12 Months Ended
	Dec. 31, 2013		Sep. 30, 2013		Jun. 30, 2013		Mar. 31, 2013		Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Quarterly Financial Data [Abstract]
Sales	$ 1,389,400,000		$ 1,229,100,000		$ 1,239,500,000		$ 1,096,600,000		$ 1,328,200,000		$ 1,165,900,000		$ 1,182,200,000		$ 1,075,000,000		$ 4,954,619,000	$ 4,751,339,000	$ 4,510,201,000
Gross profit	470,500,000		422,700,000		421,600,000		373,300,000		447,600,000		389,600,000		384,600,000		359,200,000		1,688,095,000	1,580,951,000	1,513,646,000
Earnings before income taxes	191,700,000		182,400,000		171,300,000		147,600,000		189,800,000		144,600,000		148,100,000		129,100,000		693,021,000	611,565,000	587,755,000
Net earnings attributable to Flowserve Corporation	141,100,000		126,300,000		120,400,000		97,800,000		141,600,000		106,300,000		107,300,000		93,100,000		485,530,000	448,339,000	428,582,000
Earnings per share:
Basic (in dollars per share)	$ 1.01	[1]	$ 0.90	[1]	$ 0.85	[1]	$ 0.68	[1]	$ 0.95	[1]	$ 0.70	[1]	$ 0.66	[1]	$ 0.57	[1]	$ 3.43	$ 2.86	$ 2.57
Diluted (in dollars per share)	$ 1.01	[1]	$ 0.90	[1]	$ 0.84	[1]	$ 0.67	[1]	$ 0.94	[1]	$ 0.69	[1]	$ 0.66	[1]	$ 0.56	[1]	$ 3.41	$ 2.84	$ 2.55
Pre-tax charges, for realignment program	$ 10,700,000																$ 10,700,000	$ (700,000)	$ 11,900,000

[1] Earnings per share is computed independently for each of the quarters presented. The sum of the quarters may not equal the total year amount due to the impact of changes in weighted average quarterly shares outstanding.

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Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2013	Feb. 12, 2014	Jun. 30, 2013
Entity Information [Line Items]
Entity Registrant Name	FLOWSERVE CORP
Entity Central Index Key	0000030625
Document Type	10-K
Document Period End Date	Dec. 31, 2013
Amendment Flag	false
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 6,464,000,000
Entity Common Stock, Shares Outstanding		137,586,959

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Debt and Lease Obligations

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Debt and Lease Obligations

DEBT AND LEASE OBLIGATIONS

Debt, including capital lease obligations, consisted of:

	December 31,
	2013		2012
	(Amounts in thousands)
4.00% Senior Notes due November 15, 2023, net of unamortized discount	$	298,615	$	—
3.50% Senior Notes due September 15, 2022, net of unamortized discount	498,289		498,124
Term Loan Facility, interest rate of 1.50% and 1.81% at December 31, 2013 and 2012, respectively	370,000		395,000
Capital lease obligations and other borrowings	33,393		35,470
Debt and capital lease obligations	1,200,297		928,594
Less amounts due within one year	72,678		59,478
Total debt due after one year	$	1,127,619	$	869,116

Scheduled maturities of the Senior Credit Facility (as described below), as well as our Senior Notes and other debt, are:

	Term Loan		Senior Notes and other debt		Total
	(Amounts in thousands)
2014	$	40,000	$	32,678	$	72,678
2015	45,000		715		45,715
2016	60,000		—		60,000
2017	60,000		—		60,000
2018	165,000		—		165,000
Thereafter	—		796,904		796,904
Total	$	370,000	$	830,297	$	1,200,297

Senior Notes

On November 1, 2013 we completed the public offering of $300.0 million in aggregate principal amount of senior notes due November 15, 2023 ("2023 Senior Notes"). The 2023 Senior Notes bear an interest rate of 4.00% per year, payable on May 15 and November 15 of each year, commencing on May 15, 2014. The 2023 Senior Notes were priced at 99.532% of par value, reflecting a discount to the aggregate principal amount. We used a portion of the net proceeds of the 2023 Senior Notes offering to repay amounts outstanding under our revolving credit facility described below. We used the remaining portion of the net proceeds for general corporate purposes, including the acquisition of Innomag described in Note 2.

On September 11, 2012, we completed the public offering of $500.0 million in aggregate principal amount of senior notes due September 15, 2022 ("2022 Senior Notes"). The 2022 Senior Notes bear an interest rate of 3.50% per year, payable on March 15 and September 15 of each year. The 2022 Senior Notes were priced at 99.615% of par value, reflecting a discount to the aggregate principal amount. We used a portion of the net proceeds of the 2022 Senior Notes offering to repay the $250.0 million outstanding principal balance on the Bridge Loan (described below). We used the remaining portion of the net proceeds for general corporate purposes, including repayment of the outstanding balance on our Revolving Credit Facility and the repurchase of shares of our common stock (as discussed in Note 15).

We have the right to redeem the 2022 Senior Notes and 2023 Senior Notes at any time prior to June 15, 2022 and August 15, 2023, respectively, in whole or in part, at our option, at a redemption price equal to the greater of: (1) 100% of the principal amount of the senior notes being redeemed; or (2) the sum of the present values of the remaining scheduled payments of principal and interest in respect of the Senior Notes being redeemed discounted to the redemption date on a semi-annual basis, at the applicable Treasury Rate plus 30 basis points for the 2022 Senior Notes and plus 25 basis points for the 2023 Senior Notes. In addition, at any time on or after June 15, 2022 for the 2022 Senior Notes and August 15, 2023 for the 2023 Senior Notes, we may redeem the Senior Notes at a redemption price equal to 100% of the principal amount of the Senior Notes being redeemed. In each case, we will also pay the accrued and unpaid interest on the principal amount being redeemed to the redemption date.

Both the 2022 Senior Notes and 2023 Senior Notes are unsecured and are jointly and severally and fully and unconditionally guaranteed by certain of our 100% owned domestic subsidiaries that are guarantors under our Senior Credit Facility (described below). The guarantees will be automatically and unconditionally released and discharged when: the guarantor subsidiary is sold or sells all of its assets; the requirement for legal or covenant defeasance or to discharge our obligations has been satisfied; or upon the delivery of an officer's certificate to the trustee that such guarantor subsidiary does not guarantee our obligations under our Senior Credit Facility. Both the 2022 Senior Notes and 2023 Senior Notes rank equally in right of payment with all of our other senior unsecured indebtedness.

Senior Credit Facility

On October 4, 2013 we amended our existing credit agreement that provided for an initial $400.0 million term loan (“Term Loan Facility”) and a revolving credit facility (“Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Credit Facility”). The significant amendments extended the maturity of our Senior Credit Facility by one year to October 4, 2018, increased the Revolving Credit Facility from $850.0 million to $1.0 billion and removed the $300.0 million sublimit for the issuance of performance letters of credit. The Revolving Credit Facility retains its $30.0 million sublimit for swing line loans and all other significant existing terms under the credit agreement remained unchanged. As of December 31, 2013 and December 31, 2012, we had no amounts outstanding under the Revolving Credit Facility. We had outstanding letters of credit of $106.1 million and $152.2 million at December 31, 2013 and December 31, 2012, respectively, which reduced our borrowing capacity to $893.9 million and $697.8 million, respectively. Under the Senior Credit Facility and subject to certain conditions, we have the right to increase the amount of the Term Loan Facility or the Revolving Credit Facility by an aggregate amount not to exceed $400.0 million. Our obligations under the Senior Credit Facility are guaranteed by certain of our 100% owned domestic subsidiaries. Such guarantees are released if we achieve certain credit ratings. We had not achieved these ratings as of December 31, 2013. Future borrowings under the Revolving Credit Facility will be subject to various conditions, including the absence of any default under the Senior Credit Facility.

The Senior Credit Facility contains, among other things, covenants defining our and our subsidiaries' ability to dispose of assets, merge, pay dividends, repurchase or redeem capital stock and indebtedness, incur indebtedness and guarantees, create liens, enter into agreements with negative pledge clauses, make certain investments or acquisitions, enter into transactions with affiliates or engage in any business activity other than our existing business. The Senior Credit Facility requires us to have a maximum permitted leverage ratio of 3.25 times debt to total Consolidated EBITDA (as defined in the Senior Credit Facility) and a minimum interest coverage of 3.25 times Consolidated EBITDA to total interest expense. Our compliance with these financial covenants under the Senior Credit Facility is tested quarterly. We were in compliance with the covenants as of December 31, 2013.

Repayment of Obligations —We may prepay loans under our Senior Credit Facility in whole or in part, without premium or penalty, at any time. A commitment fee, which is payable quarterly on the daily unused portions of the Senior Credit Facility, was 0.175% (per annum) at December 31, 2013. We made scheduled principal repayments under our Term Loan Facility of $25.0 million and $5.0 million in 2013 and 2012, respectively. We made scheduled principal payments of $12.5 million and $25.0 million under our prior credit agreement in 2012 and 2011, respectively. We have scheduled principal repayments of $10.0 million due in each of the next four quarters of 2014 under our Term Loan Facility. Our Senior Credit Facility bears a floating rate of interest, and we have entered into $140.0 million of notional amount of interest rate swaps at December 31, 2013 to hedge exposure to floating interest rates.

Bridge Loan

On June 15, 2012, we entered into a loan agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto, providing for a term loan with an aggregate commitment of $250.0 million for a term of 364 days (“Bridge Loan”). The proceeds from the Bridge Loan were used to fund our share repurchase program described in Note 15 to our consolidated financial statements included in this Annual Report. The Bridge Loan was repaid in its entirety in the third quarter of 2012 using a portion of the net proceeds from the 2022 Senior Notes offering.

European Letter of Credit Facility

Due to the increased capacity and the removal of the performance letters of credit sublimit of the amended Revolving Credit Facility, we elected not to renew our 364-day unsecured, committed €125.0 million European Letter of Credit Facility ("European LOC Facility"), which expired in October 2013, however, the existing letters of credit remain outstanding and are still bound by the facility's covenants. The European LOC facility's covenants restrict the ability of certain foreign subsidiaries to issue debt, incur liens, sell assets, merge, consolidate, make certain investments, pay dividends, enter into agreements with negative pledge clauses or engage in any business activity other than our existing business. The European LOC Facility also incorporates by reference the covenants contained in our Senior Credit Facility. We were in compliance with all covenants under our European LOC Facility as of December 31, 2013.

The remaining outstanding letters of credit will mature over the next five years. We had outstanding letters of credit drawn on the European LOC Facility of €69.6 million ($95.4 million) and €63.1 million ($83.3 million) as of December 31, 2013 and 2012, respectively.

Operating Leases

We have non-cancelable operating leases for certain offices, service and quick response centers, certain manufacturing and operating facilities, machinery, equipment and automobiles. Rental expense relating to operating leases was $62.3 million, $63.6 million and $52.8 million in 2013, 2012 and 2011, respectively.

The future minimum lease payments due under non-cancelable operating leases are (amounts in thousands):

Year Ended December 31,
2014	$	54,109
2015	42,798
2016	32,659
2017	25,610
2018	19,954
Thereafter	47,022
Total minimum lease payments	$	222,152

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Pension and Postretirement Benefits (Details by Plan) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract]
Noncurrent liabilities	$ (199,634,000)	$ (233,368,000)
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract]
Defined contribution plan expense	20,000,000	19,300,000	17,800,000
U.S Defined Benefit Plans [Member]
Components of the net periodic cost for retirement and postretirement benefits
Service cost	23,355,000	21,222,000	19,754,000
Interest cost	15,089,000	16,458,000	17,217,000
Expected return on plan assets	(19,952,000)	(21,153,000)	(21,692,000)
Settlement gain	(17,000)	0	0
Settlement and curtailment of benefits	(28,000)	0	0
Amortization of unrecognized prior service benefit	(87,000)	(1,238,000)	(1,238,000)
Amortization of unrecognized net loss (gain)	14,280,000	12,177,000	10,784,000
Net periodic cost (benefit) recognized	32,657,000	27,466,000	24,825,000
Amounts to be amortized from accumulated other comprehensive income (loss) over the next year
Prior service beneift to be amortized from accumulated other comprehensive loss next year	300,000
Estimated net loss to be amortized from accumulated other comprehensive loss next year	(8,300,000)
Funded status of plan:
Plan assets, at fair value	410,462,000	380,342,000	349,986,000
Benefit Obligation	405,812,000	423,547,000	387,131,000
Funded status	4,650,000	(43,205,000)
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract]
Current liabilities	(500,000)	(475,000)
Pension and other postretirement defined benefit plans, noncurrent assets	14,355,000	0
Noncurrent liabilities	(9,205,000)	(42,730,000)
Funded status	4,650,000	(43,205,000)
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax [Abstract]
Beginning balance	(90,270,000)	(98,745,000)	(95,258,000)
Amortization of net (gain) loss	8,919,000	7,605,000	6,718,000
Amortization of prior service benefit	(54,000)	(773,000)	(771,000)
Net gain (loss) arising during the year	26,312,000	1,643,000	(9,434,000)
Ending balance	(55,110,000)	(90,270,000)	(98,745,000)
Unrecognized net gain (loss)	(54,391,000)	(89,612,000)
Unrecognized prior service cost	(719,000)	(658,000)
Accumulated other comprehensive income (loss), net of tax:	(55,110,000)	(90,270,000)	(98,745,000)
Company contributions	24,194,000	7,864,000
Non-U.S Defined Benefit Plans [Member]
Components of the net periodic cost for retirement and postretirement benefits
Service cost	6,819,000	4,681,000	5,113,000
Interest cost	13,486,000	13,724,000	13,867,000
Expected return on plan assets	(9,200,000)	(8,542,000)	(8,382,000)
Settlement and curtailment of benefits	134,000	43,000	239,000
Amortization of unrecognized net loss (gain)	6,650,000	4,020,000	2,172,000
Net periodic cost (benefit) recognized	17,889,000	13,926,000	13,009,000
Amounts to be amortized from accumulated other comprehensive income (loss) over the next year
Estimated net loss to be amortized from accumulated other comprehensive loss next year	(6,900,000)
Funded status of plan:
Plan assets, at fair value	195,042,000	173,017,000	145,112,000
Benefit Obligation	363,425,000	340,348,000	271,638,000
Funded status	(168,383,000)	(167,331,000)
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract]
Noncurrent assets	52,000	0
Current liabilities	(9,048,000)	(8,398,000)
Noncurrent liabilities	(159,387,000)	(158,933,000)
Funded status	(168,383,000)	(167,331,000)
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax [Abstract]
Beginning balance	(76,197,000)	(43,110,000)	(38,819,000)
Amortization of net (gain) loss	4,999,000	2,985,000	1,609,000
Net gain (loss) arising during the year	(6,091,000)	(33,692,000)	(6,763,000)
Settlement loss	93,000	100,000	155,000
Prior service cost arising during the year	137,000	32,000	191,000
Currency translation impact	(1,804,000)	(2,512,000)	517,000
Ending balance	(78,863,000)	(76,197,000)	(43,110,000)
Unrecognized net gain (loss)	(77,379,000)	(74,656,000)
Unrecognized prior service cost	(1,484,000)	(1,541,000)
Accumulated other comprehensive income (loss), net of tax:	(78,863,000)	(76,197,000)	(43,110,000)
Company contributions	22,695,000	20,270,000
Postretirement Medical Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Assumed rate of increase in medical costs	7.50%	8.00%	8.50%
Minimum medical cost rate to be acheived	5.00%
Components of the net periodic cost for retirement and postretirement benefits
Service cost	6,000	11,000	12,000
Interest cost	1,066,000	1,462,000	1,782,000
Amortization of unrecognized prior service benefit	0	(41,000)	(1,558,000)
Amortization of unrecognized net loss (gain)	(1,280,000)	(1,542,000)	(1,463,000)
Net periodic cost (benefit) recognized	(208,000)	(110,000)	(1,227,000)
Amounts to be amortized from accumulated other comprehensive income (loss) over the next year
Prior service beneift to be amortized from accumulated other comprehensive loss next year	0
Estimated net loss to be amortized from accumulated other comprehensive loss next year	1,400,000
Funded status of plan:
Benefit Obligation	31,477,000	34,967,000	35,045,000
Funded status	(31,477,000)	(34,967,000)
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract]
Current liabilities	(4,013,000)	(4,250,000)
Noncurrent liabilities	(27,464,000)	(30,717,000)
Funded status	(31,477,000)	(34,967,000)
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax [Abstract]
Beginning balance	4,710,000	7,081,000	7,793,000
Amortization of net (gain) loss	(800,000)	(963,000)	(911,000)
Amortization of prior service benefit	0	(26,000)	(971,000)
Net gain (loss) arising during the year	535,000	(1,382,000)	1,170,000
Ending balance	4,445,000	4,710,000	7,081,000
Unrecognized net gain (loss)	4,445,000	4,710,000
Accumulated other comprehensive income (loss), net of tax:	4,445,000	4,710,000	7,081,000
Company contributions	3,700,000	3,800,000	3,900,000
Defined Benefit Plan, Effect of One-Percentage Point Change in Assumed Health Care Cost Trend Rates [Abstract]
Effect on postretirement Benefit Obligation, 1% Increase	207,000
Effect on postretirement Benefit Obligation, 1% Decrease	(221,000)
Effect on service cost plus interest cost, 1% Increase	6,000
Effect on service cost plus interest cost, 1% Decrease	$ (6,000)

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Accumulated Other Comprehensive Loss (Details) (USD $)	3 Months Ended											12 Months Ended
	Dec. 31, 2013		Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013		Dec. 31, 2012		Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Beginning balance					$ (223,094,000)	[1]						$ (223,094,000)	[1]
Other comprehensive (loss) income before reclassifications, net of taxes												(12,637,000)	[1]
Amounts reclassified from accumulated other comprehensive loss, net of taxes												15,436,000	[1]
Other comprehensive income (loss)												2,799,000	[1]	(8,318,000)		(65,639,000)
Ending balance	(220,295,000)	[1]					(223,094,000)	[1]				(220,295,000)	[1]	(223,094,000)	[1]
Net earnings from affiliates												39,017,000		16,952,000		19,111,000
Interest Expense												(54,413,000)		(43,520,000)		(36,181,000)
Income Tax Expense (Benefit)												(204,701,000)		(160,766,000)		(158,524,000)
Net Income (Loss) Attributable to Parent	141,100,000		126,300,000	120,400,000	97,800,000		141,600,000		106,300,000	107,300,000	93,100,000	485,530,000		448,339,000		428,582,000
Losses expected to be recognized in next twelve months	900,000											900,000
Accumulated Translation Adjustment [Member]
Beginning balance					(61,083,000)	[1],[2]						(61,083,000)	[1],[2]
Other comprehensive (loss) income before reclassifications, net of taxes												(30,087,000)	[1],[2]
Amounts reclassified from accumulated other comprehensive loss, net of taxes												1,217,000	[1],[2]
Other comprehensive income (loss)												(28,870,000)	[1],[2]
Ending balance	(89,953,000)	[1],[2]										(89,953,000)	[1],[2]
Accumulated Translation Adjustment [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]
Net earnings from affiliates												(1,217,000)	[3]
Income Tax Expense (Benefit)												0	[3]
Net Income (Loss) Attributable to Parent												(1,217,000)	[3]
Noncontrolling Interest [Member]
Other comprehensive income (loss)												(34,000)		(105,000)		(48,000)
Foreign currency translation adjustments, attributable to noncontrolling interest	1,200,000						1,200,000					1,200,000		1,200,000		1,300,000
Accumulated Defined Benefit Plans Adjustment [Member]
Beginning balance					(161,757,000)							(161,757,000)
Other comprehensive (loss) income before reclassifications, net of taxes												18,951,000
Amounts reclassified from accumulated other comprehensive loss, net of taxes												13,278,000
Other comprehensive income (loss)												32,229,000
Ending balance	(129,528,000)											(129,528,000)
Accumulated Defined Benefit Plans Adjustment [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]
Pension and other postretirement effects												(19,669,000)	[3],[4]
Income Tax Expense (Benefit)												6,391,000	[3]
Net Income (Loss) Attributable to Parent												(13,278,000)	[3]
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member]
Beginning balance					(254,000)	[5]						(254,000)	[5]
Other comprehensive (loss) income before reclassifications, net of taxes												(1,501,000)	[5]	442,000
Amounts reclassified from accumulated other comprehensive loss, net of taxes												941,000	[5]	(923,000)
Other comprehensive income (loss)												(560,000)	[5]
Ending balance	(814,000)	[5]					(254,000)	[5]				(814,000)	[5]	(254,000)	[5]
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]
Interest Expense												(1,506,000)	[3]
Income Tax Expense (Benefit)												565,000	[3]
Net Income (Loss) Attributable to Parent												$ (941,000)	[3]

[1] Includes foreign currency translation adjustments attributable to noncontrolling interests of $1.2 million for both December 31, 2013 and 2012, and $1.3 million at 2011.

[2] Foreign currency translation adjustments in 2013 primarily represents the weakening of the Argentinian peso, Mexican peso, Indian rupee, Canadian dollar and Australian dollar exchange rates versus the U.S. dollar at December 31, 2013 as compared with December 31, 2012.

[3] Amounts in parentheses indicate decreases to income. None of the reclass amounts have a noncontrolling interest component.

[4] These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note 12 for additional details.

[5] Other comprehensive loss before reclassifications, net of taxes was $0.4 million and amounts reclassified from accumulated other comprehensive loss, net of taxes was $0.9 million for the twelve months ended December 31, 2012 for cash flow hedging activity.

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Consolidated Statements of Income (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Statement [Abstract]
Sales	$ 4,954,619	$ 4,751,339	$ 4,510,201
Cost of sales	(3,266,524)	(3,170,388)	(2,996,555)
Gross profit	1,688,095	1,580,951	1,513,646
Selling, general and administrative expense	(966,829)	(922,125)	(914,080)
Net earnings from affiliates (Note 2)	39,017	16,952	19,111
Operating income	760,283	675,778	618,677
Interest expense	(54,413)	(43,520)	(36,181)
Interest income	1,431	954	1,581
Other (expense) income , net	(14,280)	(21,647)	3,678
Earnings before income taxes	693,021	611,565	587,755
Provision for income taxes	(204,701)	(160,766)	(158,524)
Net earnings, including noncontrolling interests	488,320	450,799	429,231
Less: Net (earnings) loss attributable to noncontrolling interests	(2,790)	(2,460)	(649)
Net earnings attributable to Flowserve Corporation	$ 485,530	$ 448,339	$ 428,582
Net earnings per share attributable to Flowserve Corporation common shareholders:
Basic	$ 3.43	$ 2.86	$ 2.57
Diluted	$ 3.41	$ 2.84	$ 2.55
Cash dividends declared per share	$ 0.56	$ 0.48	$ 0.43

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Inventories

12 Months Ended

Dec. 31, 2013

Inventory Disclosure [Abstract]

Inventories

INVENTORIES

Inventories, net consisted of the following:

	December 31,
	2013			2012
	(Amounts in thousands)
Raw materials	$	356,899		$	351,705
Work in process	786,664			798,662
Finished goods	306,765			288,160
Less: Progress billings	(304,395		)	(275,611		)
Less: Excess and obsolete reserve	(85,263		)	(76,253		)
Inventories, net	$	1,060,670		$	1,086,663

During 2013, 2012 and 2011, we recognized expenses of $24.4 million,$18.2 million and $16.5 million, respectively, for excess and obsolete inventory. These expenses are included in cost of sales ("COS") in our consolidated statements of income.

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Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 are as follows:

	EPD		IPD		FCD		Total
	(Amounts in thousands)
Balance as of January 1, 2012	$	444,431	$	121,244	$	479,402	$	1,045,077
Acquisition(1)	1,812		—		—		1,812
Currency translation	1,317		162		5,484		6,963
Balance as of December 31, 2012	$	447,560	$	121,406	$	484,886	$	1,053,852
Acquisition(1)	—		43,865		—		43,865
Currency translation	1,936		261		7,637		9,834
Balance as of December 31, 2013	$	449,496	$	165,532	$	492,523	$	1,107,551

_______________________________________

(1) Goodwill primarily related to the purchase price adjustments for the acquisition of LPI in 2012 and the Innomag acquisition in 2013. See Note 2 for additional information.

The following table provides information about our intangible assets for the years ended December 31, 2013 and 2012:

		December 31, 2013					December 31, 2012
	Useful Life (Years)	Ending Gross Amount		Accumulated Amortization			Ending Gross Amount		Accumulated Amortization
	(Amounts in thousands, except years)
Finite-lived intangible assets:
Engineering drawings(1)	10-20	$	93,687	$	(61,401	)	$	92,760	$	(57,252	)
Existing customer relationships(2)	5-10	40,077		(15,241		)	32,484		(10,024		)
Patents	9-16	32,963		(28,013		)	33,037		(27,061		)
Other	3-50	40,797		(25,438		)	30,647		(23,088		)
		$	207,524	$	(130,093	)	$	188,928	$	(117,425	)
Indefinite-lived intangible assets(3)		$	84,670	$	(1,553	)	$	80,057	$	(1,485	)

____________________________________

(1) Engineering drawings represent the estimated fair value associated with specific acquired product and component schematics.

(2) Existing customer relationships acquired prior to 2011 had a useful life of five years.

(3) Accumulated amortization for indefinite-lived intangible assets relates to amounts recorded prior to the implementation date of guidance issued in ASC 350.

The following schedule outlines actual amortization expense recognized during 2013 and an estimate of future amortization based upon the finite-lived intangible assets owned at December 31, 2013:

	Amortization Expense
	(Amounts in thousands)
Actual for year ended December 31, 2013	$	12,801
Estimated for year ending December 31, 2014	13,827
Estimated for year ending December 31, 2015	10,764
Estimated for year ending December 31, 2016	9,204
Estimated for year ending December 31, 2017	8,161
Estimated for year ending December 31, 2018	8,025
Thereafter	27,450

Amortization expense for finite-lived intangible assets was $16.0 million in 2012 and $14.2 million in 2011.

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Shareholders' Equity

12 Months Ended

Dec. 31, 2013

Equity [Abstract]

Stockholders' Equity

SHAREHOLDERS’ EQUITY

Stock Split –On May 23, 2013, our certificate of incorporation was amended to increase the number of authorized shares of common stock from 120.0 million to 305.0 million and enable a three-for-one stock split approved by the Board of Directors on February 7, 2013 in the form of a 200% common stock dividend. The record date for the stock split was June 7, 2013, and additional shares were distributed on June 21, 2013. As a result of the three-for-one stock split, 117,861,772 shares of common stock were issued. The par value of the common stock remained unchanged at $1.25 per share, which required $147.3 million to be retrospectively reclassified from capital in excess of par value to common shares all within the shareholders' equity section of our consolidated balance sheets. Shareholders' equity and all share data, including treasury shares and stock-based compensation award shares, and per share data presented herein have been retrospectively adjusted to reflect the impact of the increase in authorized shares and the stock split, as appropriate.

Dividends - On February 17, 2014, our Board of Directors authorized an increase in the payment of quarterly dividends on our common stock from $0.14 per share to $0.16 per share payable beginning on April 11, 2014. On February 19, 2013, our Board of Directors authorized an increase in the payment of quarterly dividends on our common stock from $0.12 per share to $0.14 per share payable beginning on April 12, 2013. On February 20, 2012, our Board of Directors authorized an increase in the payment of dividends on our common stock from $0.11 per share to $0.12 per share payable quarterly beginning on April 13, 2012. Generally, our dividend date-of-record is in the last month of the quarter, and the dividend is paid the following month. Any subsequent dividends will be reviewed by our Board of Directors and declared in its discretion dependent on its assessment of our financial situation and business outlook at the applicable time.

Share Repurchase Program – On May 31, 2012, we announced that our Board of Directors endorsed a capital structure strategy that expanded our share repurchase program to $1.0 billion. On February 19, 2013, our Board of Directors approved a $750 million share repurchase authorization, which included approximately $193 million of remaining capacity under the $1.0 billion share repurchase authorization. Our share repurchase program does not have an expiration date, and we reserve the right to limit or terminate the repurchase program at anytime without notice.

As a part of the $1.0 billion share repurchase program, on June 14, 2012, we entered into an accelerated share repurchase program (“ASR Program”) with J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank, N.A., London Branch, under which we agreed to repurchase an aggregate of $300.0 million of our common stock. The total 7,243,191 shares repurchased under the ASR Program were based on the volume-weighted average price of $42.31, which was our average common stock price during the repurchase period, less an agreed upon discount.

On a post-split basis, we repurchased 8,142,723, 18,638,340 and 4,448,499 shares for $458.3 million, $771.9 million and $150.0 million during 2013, 2012 and 2011, respectively. As of December 31, 2013, we have $384.4 million of remaining capacity under our current share repurchase program.

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Supplemental Guarantor Financial Information

12 Months Ended

Dec. 31, 2013

Guarantor Financial Data [Abstract]

Supplemental Guarantor Financial Information

SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

On September 11, 2012 and November 1, 2013, we completed public offerings of Senior Notes that are fully and unconditionally and jointly and severally guaranteed by certain of our 100%owned domestic subsidiaries. The following condensed consolidating financial statements present the financial position, results of operations and cash flows of Flowserve Corporation (referred to as “Parent” for the purpose of this note only) on a Parent−only (Issuer) basis, the combined guarantor subsidiaries on a guarantor−only basis, the combined non-guarantor subsidiaries on a non-guarantor-only basis and elimination adjustments necessary to arrive at the information for the Parent, guarantor subsidiaries and non-guarantor subsidiaries on a condensed consolidated basis. Investments in subsidiaries have been accounted for using the equity method for this presentation.

CONDENSED CONSOLIDATING BALANCE SHEETS

	December 31, 2013
	Parent (Issuer)		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
(Amounts in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	29,086	$	—	$	334,718	$	—		$	363,804
Accounts receivable, net	—		263,594		891,733		—			1,155,327
Intercompany receivables	—		155,422		74,089		(229,511		)	—
Inventories, net	—		371,172		689,498		—			1,060,670
Other current assets	1,879		144,551		121,151		—			267,581
Total current assets	30,965		934,739		2,111,189		(229,511		)	2,847,382
Property, plant and equipment, net	—		220,072		496,217		—			716,289
Goodwill	—		715,722		391,829		—			1,107,551
Intercompany receivables	432,500		9,520		186,789		(628,809		)	—
Investment in consolidated subsidiaries	2,579,701		1,850,998		—		(4,430,699		)	—
Other assets, net	15,486		211,755		138,270		—			365,511
Total assets	$	3,058,652	$	3,942,806	$	3,324,294	$	(5,289,019	)	$	5,036,733
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	—	$	163,254	$	448,838	$	—		$	612,092
Intercompany payables	81		74,008		155,422		(229,511		)	—
Accrued liabilities	12,874		293,012		555,124		—			861,010
Debt due within one year	40,000		5		32,673		—			72,678
Deferred taxes	—		—		12,319		—			12,319
Total current liabilities	52,955		530,279		1,204,376		(229,511		)	1,558,099
Long-term debt due after one year	1,126,904		—		715		—			1,127,619
Intercompany payables	1,144		618,145		9,520		(628,809		)	—
Retirement obligations and other liabilities	7,270		214,681		251,943		—			473,894
Total liabilities	1,188,273		1,363,105		1,466,554		(858,320		)	3,159,612
Total Flowserve Corporation shareholders’ equity	1,870,379		2,579,701		1,850,998		(4,430,699		)	1,870,379
Noncontrolling interests	—		—		6,742		—			6,742
Total equity	1,870,379		2,579,701		1,857,740		(4,430,699		)	1,877,121
Total liabilities and equity	$	3,058,652	$	3,942,806	$	3,324,294	$	(5,289,019	)	$	5,036,733

	December 31, 2012
	Parent (Issuer)		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
(Amounts in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	2,609	$	—	$	301,643	$	—		$	304,252
Accounts receivable, net	—		255,164		848,560		—			1,103,724
Intercompany receivables	—		157,447		42,836		(200,283		)	—
Inventories, net	—		382,360		704,303		—			1,086,663
Other current assets, net	1,967		123,152		120,458		—			245,577
Total current assets	4,576		918,123		2,017,800		(200,283		)	2,740,216
Property, plant and equipment, net	—		204,032		450,147		—			654,179
Goodwill	—		671,858		381,994		—			1,053,852
Intercompany receivables	462,500		10,363		85,316		(558,179		)	—
Investment in consolidated subsidiaries	2,321,597		1,604,462		—		(3,926,059		)	—
Other assets, net	14,879		175,771		172,061		—			362,711
Total assets	$	2,803,552	$	3,584,609	$	3,107,318	$	(4,684,521	)	$	4,810,958
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	—	$	158,028	$	458,872	$	—		$	616,900
Intercompany payables	35		42,801		157,447		(200,283		)	—
Accrued liabilities	11,610		314,162		580,821		—			906,593
Debt due within one year	25,000		5		34,473		—			59,478
Deferred taxes	—		—		7,654		—			7,654
Total current liabilities	36,645		514,996		1,239,267		(200,283		)	1,590,625
Long-term debt due after one year	868,124		20		972		—			869,116
Intercompany payables	1,144		546,672		10,363		(558,179		)	—
Retirement obligations and other liabilities	7,420		201,324		247,998		—			456,742
Total liabilities	913,333		1,263,012		1,498,600		(758,462		)	2,916,483
Total Flowserve Corporation shareholders’ equity	1,890,219		2,321,597		1,604,462		(3,926,059		)	1,890,219
Noncontrolling interests	—		—		4,256		—			4,256
Total equity	1,890,219		2,321,597		1,608,718		(3,926,059		)	1,894,475
Total liabilities and equity	$	2,803,552	$	3,584,609	$	3,107,318	$	(4,684,521	)	$	4,810,958

CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

	Year Ended December 31, 2013
	Parent (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
(Amounts in thousands)
Sales	$	—		$	1,952,235		$	3,388,258		$	(385,874	)	$	4,954,619
Cost of sales	—			(1,281,035		)	(2,371,363		)	385,874			(3,266,524		)
Gross profit	—			671,200			1,016,895			—			1,688,095
Selling, general and administrative expense	(3,079		)	(400,609		)	(563,141		)	—			(966,829		)
Net earnings from affiliates	—			1,175			37,842			—			39,017
Net earnings from consolidated subsidiaries, net of tax	505,764			345,465			—			(851,229		)	—
Operating income	502,685			617,231			491,596			(851,229		)	760,283
Interest expense, net	(29,729		)	(11,685		)	(11,568		)	—			(52,982		)
Other expense, net	—			(767		)	(13,513		)	—			(14,280		)
Earnings before income taxes	472,956			604,779			466,515			(851,229		)	693,021
Provision for income taxes	12,574			(99,015		)	(118,260		)	—			(204,701		)
Net earnings, including noncontrolling interests	485,530			505,764			348,255			(851,229		)	488,320
Less: Net earnings attributable to noncontrolling interests	—			—			(2,790		)	—			(2,790		)
Net earnings attributable to Flowserve Corporation	$	485,530		$	505,764		$	345,465		$	(851,229	)	$	485,530
Comprehensive income attributable to Flowserve Corporation	$	488,363		$	508,929		$	316,484		$	(825,413	)	$	488,363

	Year Ended December 31, 2012
	Parent (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
(Amounts in thousands)
Sales	$	—		$	1,833,613		$	3,272,519		$	(354,793	)	$	4,751,339
Cost of sales	—			(1,190,206		)	(2,334,975		)	354,793			(3,170,388		)
Gross profit	—			643,407			937,544			—			1,580,951
Selling, general and administrative expense	(3,571		)	(390,713		)	(527,841		)	—			(922,125		)
Net earnings from affiliates	—			3,855			13,097			—			16,952
Net earnings from consolidated subsidiaries, net of tax	456,740			309,223			—			(765,963		)	—
Operating income	453,169			565,772			422,800			(765,963		)	675,778
Interest expense, net	(9,881		)	(19,347		)	(13,338		)	—			(42,566		)
Other expense, net	—			(683		)	(20,964		)	—			(21,647		)
Earnings before income taxes	443,288			545,742			388,498			(765,963		)	611,565
Provision for income taxes	5,051			(89,002		)	(76,815		)	—			(160,766		)
Net earnings, including noncontrolling interests	448,339			456,740			311,683			(765,963		)	450,799
Less: Net earnings attributable to noncontrolling interests	—			—			(2,460		)	—			(2,460		)
Net earnings attributable to Flowserve Corporation	$	448,339		$	456,740		$	309,223		$	(765,963	)	$	448,339
Comprehensive income attributable to Flowserve Corporation	$	440,127		$	446,536		$	292,167		$	(738,703	)	$	440,127

	Year Ended December 31, 2011
	Parent (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
(Amounts in thousands)
Sales	$	—		$	1,735,809		$	3,120,802		$	(346,410	)	$	4,510,201
Cost of sales	—			(1,104,642		)	(2,238,323		)	346,410			(2,996,555		)
Gross profit	—			631,167			882,479			—			1,513,646
Selling, general and administrative expense	(7,236		)	(368,818		)	(538,026		)	—			(914,080		)
Net earnings from affiliates	—			3,819			15,292			—			19,111
Net earnings from consolidated subsidiaries, net of tax	434,436			272,111			—			(706,547		)	—
Operating income	427,200			538,279			359,745			(706,547		)	618,677
Interest expense, net	(1,088		)	(18,615		)	(14,897		)	—			(34,600		)
Other (expense) income, net	—			(2,858		)	6,536			—			3,678
Earnings before income taxes	426,112			516,806			351,384			(706,547		)	587,755
Provision for income taxes	2,470			(82,370		)	(78,624		)	—			(158,524		)
Net earnings, including noncontrolling interests	428,582			434,436			272,760			(706,547		)	429,231
Less: Net earnings attributable to noncontrolling interests	—			—			(649		)	—			(649		)
Net earnings attributable to Flowserve Corporation	$	428,582		$	434,436		$	272,111		$	(706,547	)	$	428,582
Comprehensive income attributable to Flowserve Corporation	$	362,991		$	369,193		$	216,653		$	(585,846	)	$	362,991

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Year Ended December 31, 2013
	Parent (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
(Amounts in thousands)
Net cash flows provided by operating activities	$	261,741		$	279,594		$	214,066		$	(267,642	)	$	487,759
Cash flows — Investing activities:
Capital expenditures	—			(44,380		)	(94,710		)	—			(139,090		)
Payments for acquisitions, net of cash acquired	—			(66,658		)	(10,143		)	—			(76,801		)
Intercompany loan proceeds	30,000			911			72,037			(102,948		)	—
Intercompany loan payments	—			(68		)	(173,510		)	173,578			—
Proceeds from disposal of assets	—			110			1,543			—			1,653
Proceeds from equity investments in affiliates	—			—			46,240			—			46,240
Net cash flows provided (used) by investing activities	30,000			(110,085		)	(158,543		)	70,630			(167,998		)
Cash flows — Financing activities:
Excess tax benefits from stock-based payment arrangements	—			8,266			1,845			—			10,111
Payments on long-term debt	(25,000		)	—			—			—			(25,000		)
Proceeds from issuance of senior notes	298,596			—			—			—			298,596
Borrowings under other financing arrangements, net	—			(20		)	(381		)	—			(401		)
Repurchases of common shares	(458,310		)	—			—			—			(458,310		)
Payments of dividends	(76,897		)	—			—			—			(76,897		)
Payments of deferred loan costs	(3,744		)	—			—			—			(3,744		)
Intercompany loan proceeds	—			173,510			68			(173,578		)	—
Intercompany loan payments	—			(102,037		)	(911		)	102,948			—
Intercompany dividends	—			(249,228		)	(18,414		)	267,642			—
All other financing, net	91			—			(270		)	—			(179		)
Net cash flows used by financing activities	(265,264		)	(169,509		)	(18,063		)	197,012			(255,824		)
Effect of exchange rate changes on cash	—			—			(4,385		)	—			(4,385		)
Net change in cash and cash equivalents	26,477			—			33,075			—			59,552
Cash and cash equivalents at beginning of year	2,609			—			301,643			—			304,252
Cash and cash equivalents at end of year	$	29,086		$	—		$	334,718		$	—		$	363,804

	Year Ended December 31, 2012
	Parent (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
(Amounts in thousands)
Net cash flows provided by operating activities	$	277,076		$	193,819		$	298,616		$	(252,381	)	$	517,130
Cash flows — Investing activities:
Capital expenditures	—			(43,600		)	(91,939		)	—			(135,539		)
Payments for acquisitions, net of cash acquired	—			—			(3,996		)	—			(3,996		)
Intercompany loan proceeds	12,499			32,705			54,746			(99,950		)	—
Intercompany loan payments	—			(28,372		)	(138,918		)	167,290			—
Intercompany capital contribution	—			(483		)	—			483			—
Proceeds from disposal of assets	—			2,268			14,665			—			16,933
Affiliate investment activity, net	—			—			(3,825		)	—			(3,825		)
Net cash flows provided (used) by investing activities	12,499			(37,482		)	(169,267		)	67,823			(126,427		)
Cash flows — Financing activities:
Excess tax benefits from stock-based payment arrangements	—			8,985			2,222			—			11,207
Payments on long-term debt	(480,000		)	—			—			—			(480,000		)
Proceeds from issuance of senior notes	498,075			—			—			—			498,075
Proceeds from issuance of long-term debt	400,000			—			—			—			400,000
Net borrowings (payments) under other financing arrangements	9			(20		)	5,818			—			5,807
Repurchases of common shares	(771,942		)	—			—			—			(771,942		)
Payments of dividends	(73,765		)	—			—			—			(73,765		)
Payment of deferred loan costs	(9,901		)	—			—			—			(9,901		)
Intercompany loan proceeds	—			138,918			28,372			(167,290		)	—
Intercompany loan payments	—			(67,245		)	(32,705		)	99,950			—
Intercompany capital contribution	—			—			483			(483		)	—
Intercompany dividends	—			(236,975		)	(15,406		)	252,381			—
All other financing, net	250			—			(8,653		)	—			(8,403		)
Net cash flows used by financing activities	(437,274		)	(156,337		)	(19,869		)	184,558			(428,922		)
Effect of exchange rate changes on cash	—			—			5,115			—			5,115
Net change in cash and cash equivalents	(147,699		)	—			114,595			—			(33,104		)
Cash and cash equivalents at beginning of year	150,308			—			187,048			—			337,356
Cash and cash equivalents at end of year	$	2,609		$	—		$	301,643		$	—		$	304,252

	Year Ended December 31, 2011
	Parent (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
(Amounts in thousands)
Net cash flows provided by operating activities	$	157,811		$	135,303		$	77,557		$	(152,458	)	$	218,213
Cash flows — Investing activities:
Capital expenditures	—			(30,138		)	(77,829		)	—			(107,967		)
Payments for acquisitions, net of cash acquired	—			(90,505		)	—			—			(90,505		)
Intercompany return of capital	—			109,432			—			(109,432		)	—
Intercompany loan proceeds	25,000			28,267			—			(53,267		)	—
Proceeds from disposal of assets	—			130			4,139			—			4,269
Net cash flows provided (used) by investing activities	25,000			17,186			(73,690		)	(162,699		)	(194,203		)
Cash flows — Financing activities:
Excess tax benefits from stock-based payment arrangements	—			3,963			1,705			—			5,668
Payments on long-term debt	(25,000		)	—			—			—			(25,000		)
Net (payments) proceeds under other financing arrangements	—			(20		)	1,601			—			1,581
Repurchase of common shares	(150,000		)	—			—			—			(150,000		)
Payment of dividends	(69,557		)	—			—			—			(69,557		)
Intercompany loan payments	—			(25,000		)	(28,267		)	53,267			—
Intercompany distributions of capital	—			—			(109,432		)	109,432			—
Intercompany dividends	—			(131,432		)	(21,026		)	152,458			—
All other financing, net	547			—			(2,195		)	—			(1,648		)
Net cash flows used by financing activities	(244,010		)	(152,489		)	(157,614		)	315,157			(238,956		)
Effect of exchange rate changes on cash	—			—			(5,277		)	—			(5,277		)
Net change in cash and cash equivalents	(61,199		)	—			(159,024		)	—			(220,223		)
Cash and cash equivalents at beginning of year	211,507			—			346,072			—			557,579
Cash and cash equivalents at end of year	$	150,308		$	—		$	187,048		$	—		$	337,356

XML

Legal Matters and Contingencies (Details)	12 Months Ended
	Dec. 31, 2013 sites
Loss Contingencies [Line Items]
Number of former public waste disposal sites	5
Oil-for-Food Program [Member]
Loss Contingencies [Line Items]
Number of French companies for investigation	170
Number of our French companies for investigation	1
Number of participants in U.N Oil-for-Food Program	93
Number of foreign subsidiaries	2

XML

Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of our debt, excluding the Senior Notes, was estimated using interest rates on similar debt recently issued by companies with credit metrics similar to ours and is classified as Level II under the fair value hierarchy. The carrying value of our debt is included in Note 10 and, except for the Senior Notes, approximates fair value. The estimated fair value of the Senior Notes is based on Level I quoted market rates. The estimated fair value of our Senior Notes at December 31, 2013 was $763.1 million compared to the carrying value of $796.9 million. The carrying amounts of our other financial instruments (i.e., cash and cash equivalents, accounts receivable, net and accounts payable) approximated fair value due to their short-term nature at December 31, 2013 and December 31, 2012.

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Derivatives and Hedging Activities (Fair Value of Forward Exchange Contracts Not Designated as Hedging Instruments) (Details) (Nondesignated [Member], Forward Exchange Contracts [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Nondesignated [Member] | Forward Exchange Contracts [Member]
Derivative [Line Items]
(Loss) gain recognized in income	$ (4,352)	$ (7,089)	$ (3,655)

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Stock-Based Compensation Plans

12 Months Ended

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation Plans

STOCK-BASED COMPENSATION PLANS

We maintain the Flowserve Corporation Equity and Incentive Compensation Plan (the "2010 Plan"), which is a shareholder-approved plan authorizing the issuance of up to 8,700,000 shares of our common stock in the form of incentive stock options, non-statutory stock options, restricted shares, restricted share units and performance-based units (collectively referred to as "Restricted Shares"), stock appreciation rights and bonus stock. Of the 8,700,000 shares of common stock authorized under the 2010 Plan, 5,676,596 were available for issuance as of December 31, 2013. In addition to the 2010 Plan, we also maintain the Flowserve Corporation 2004 Stock Compensation Plan (the "2004 Plan"). The 2004 Plan authorizes the issuance of up to 10,500,000 shares of common stock through grants of Restricted Shares, stock options and other equity-based awards. Of the 10,500,000 shares of common stock authorized under the 2004 Plan, 827,835 were available for issuance as of December 31, 2013. No stock options have been granted since 2006.

Stock Options — Options granted to officers, other employees and directors allow for the purchase of common shares at the market value of our stock on the date the options are granted. Options generally become exercisable over a staggered period ranging from one to five years (most typically from one to three years). At December 31, 2013, all outstanding options were fully vested. Options generally expire 10 years from the date of the grant or within a short period of time following the termination of employment or cessation of services by an option holder. No options were granted during 2013, 2012 or 2011. Information related to stock options issued to officers, other employees and directors prior to 2010 under all plans is presented in the following table:

	2013				2012				2011
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Number of shares under option:
Outstanding — beginning of year	115,362		$	15.00	145,338		$	13.90	204,213		$	13.49
Exercised	(17,400	)	5.91		(24,576	)	10.15		(58,875	)	12.48
Canceled	—		—		(5,400	)	7.65		—		—
Outstanding — end of year	97,962		$	16.61	115,362		$	15.00	145,338		$	13.90
Exercisable — end of year	97,962		$	16.61	115,362		$	15.00	145,338		$	13.90

Additional information relating to the ranges of options outstanding at December 31, 2013, is as follows:

	Weighted Average Remaining Contractual Life	Options Outstanding and Exercisable
Range of Exercise Prices per Share		Number Outstanding	Weighted Average Exercise Price per Share
$ 8.08 - $14.14	1.53	10,500	$	10.32
$14.15 - $16.16	2.12	3,201	16.06
$16.17 - $18.18	2.95	84,261	17.42
		97,962	$	16.61

As of December 31, 2013, we had no unrecognized compensation cost related to outstanding stock option awards.

The weighted average remaining contractual life of options outstanding at December 31, 2013 and 2012 was 2.8 years and 3.3 years, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2013, 2012 and 2011 was $0.8 million, $0.7 million and $1.5 million, respectively. No stock options vested during the years ended December 31, 2013, 2012 and 2011.

Restricted Shares — Generally, the restrictions on Restricted Shares do not expire for a minimum of one year and a maximum of three years, and shares are subject to forfeiture during the restriction period. Most typically, Restricted Share grants have staggered vesting periods over one to three years from grant date. The intrinsic value of the Restricted Shares, which is typically the product of share price at the date of grant and the number of Restricted Shares granted, is amortized on a straight-line basis to compensation expense over the periods in which the restrictions lapse.

Unearned compensation is amortized to compensation expense over the vesting period of the Restricted Shares. As of December 31, 2013 and 2012, we had $31.5 million and $30.4 million, respectively, of unearned compensation cost related to unvested Restricted Shares, which is expected to be recognized over a weighted-average period of approximately one year. These amounts will be recognized into net earnings in prospective periods as the awards vest. The total fair value of Restricted Shares vested during the years ended December 31, 2013, 2012 and 2011 was $34.9 million, $36.4 million and $35.1 million, respectively.

We recorded stock-based compensation for restricted shares as follows:

	Year Ended December 31,
	2013		2012		2011
	(Amounts in millions)
Stock-based compensation expense	$	35.8	$	35.4	$	32.1
Related income tax benefit	(12.3)		(12.0)		(10.9)
Net stock-based compensation expense	$	23.5	$	23.4	$	21.2

The following table summarizes information regarding Restricted Shares:

	Year Ended December 31, 2013
	Shares		Weighted Average Grant-Date Fair Value
Number of unvested Restricted Shares:
Outstanding — beginning of year	2,376,300		$	37.70
Granted	847,236		51.28
Vested	(1,019,540	)	34.23
Canceled	(183,318	)	42.84
Outstanding — ending of year	2,020,678		$	44.68

Unvested Restricted Shares outstanding as of December 31, 2013, includes approximately 897,000 units with performance-based vesting provisions. Performance-based units are issuable in common stock and vest upon the achievement of pre-defined performance targets, primarily based on our average annual return on net assets over a three-year period as compared with the same measure for a defined peer group for the same period. Most units were granted in three annual grants since January 1, 2011 and have a vesting percentage between 0% and 200% depending on the achievement of the specific performance targets. Compensation expense is recognized ratably over a cliff-vesting period of 36 months based on the fair market value of our common stock on the date of grant, as adjusted for anticipated forfeitures. During the performance period, earned and unearned compensation expense is adjusted based on changes in the expected achievement of the performance targets. Vesting provisions range from 0 to approximately 1,793,000 shares based on performance targets. As of December 31, 2013, we estimate vesting of approximately 1,280,000 shares based on expected achievement of performance targets.

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Derivatives and Hedging Activities

12 Months Ended

Dec. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives and Hedging Activities

DERIVATIVES AND HEDGING ACTIVITIES

Our risk management and foreign currency derivatives and hedging policy specifies the conditions under which we may enter into derivative contracts. See Note 1 for additional information on our purpose for entering into derivatives and our overall risk management strategies. All designated hedging instruments are highly effective.

Beginning in the fourth quarter of 2013 we elected to designate and apply hedge accounting to certain forward exchange contracts. Forward exchange contracts designated as hedging instruments had a notional value of $6.2 million at December 31, 2013. The fair values of assets and liabilities and any changes in those fair values related to designated forward exchange contracts are immaterial for the periods presented below. Forward exchange contracts not designated as hedging instruments had notional values of $610.7 million and $608.9 million at December 31, 2013 and 2012, respectively. At December 31, 2013, the length of forward exchange contracts currently in place ranged from 2 days to 27 months.

At December 31, 2013 and 2012, we had $140.0 million and $275.0 million, respectively, of notional amount in outstanding designated interest rate swaps with third parties. At December 31, 2013, the maximum remaining length of any interest rate contract in place was approximately 18 months.

We are exposed to risk from credit-related losses resulting from nonperformance by counterparties to our financial instruments. We perform credit evaluations of our counterparties under forward exchange contracts and interest rate swap agreements and expect all counterparties to meet their obligations. We have not experienced credit losses from our counterparties.

The fair value of forward exchange derivative contracts not designated as hedging instruments are summarized below:

	Year Ended December 31,
	2013		2012
	(Amounts in thousands)
Current derivative assets	$	5,215	$	6,104
Noncurrent derivative assets	729		104
Current derivative liabilities	2,207		7,814
Noncurrent derivative liabilities	113		12

The fair value of interest rate swaps and forward exchange derivative contracts designated as hedging instruments are summarized below:

	Year Ended December 31,
	2013		2012
	(Amounts in thousands)
Current derivative assets	$	146	$	—
Noncurrent derivative assets	—		—
Current derivative liabilities	409		1,417
Noncurrent derivative liabilities	37		316

The impact of net changes in the fair values of forward exchange contracts are summarized below:

	Year Ended December 31,
	2013			2012			2011
	(Amounts in thousands)
Loss recognized in income	$	(4,352	)	$	(7,089	)	$	(3,655	)

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Details of Certain Consolidated Balance Sheet Captions

12 Months Ended

Dec. 31, 2013

Details of Certain Consolidated Balance Sheet Captions [Abstract]

Details of Certain Consolidated Balance Sheet Captions

DETAILS OF CERTAIN CONSOLIDATED BALANCE SHEET CAPTIONS

The following tables present financial information of certain consolidated balance sheet captions.

Accounts Receivable, net — Accounts receivable, net were:

	December 31,
	2013			2012
	(Amounts in thousands)
Accounts receivables	$	1,179,400		$	1,125,215
Less: allowance for doubtful accounts	(24,073		)	(21,491		)
Accounts receivable, net	$	1,155,327		$	1,103,724

Property, Plant and Equipment, net — Property, plant and equipment, net were:

	December 31,
	2013			2012
	(Amounts in thousands)
Land	$	79,557		$	68,134
Buildings and improvements	420,364			352,076
Machinery, equipment and tooling	694,179			632,921
Software, furniture and fixtures and other	372,052			385,912
Gross property, plant and equipment	1,566,152			1,439,043
Less: accumulated depreciation	(849,863		)	(784,864		)
Property, plant and equipment, net	$	716,289		$	654,179

Accrued Liabilities — Accrued liabilities were:

	December 31,
	2013		2012
	(Amounts in thousands)
Wages, compensation and other benefits	$	238,238	$	231,995
Commissions and royalties	38,609		34,950
Customer advance payments	340,136		405,580
Progress billings in excess of accumulated costs	40,718		29,002
Warranty costs and late delivery penalties	63,935		61,656
Sales and use tax	15,508		17,727
Income tax	21,939		39,261
Other	101,927		86,422
Accrued liabilities	$	861,010	$	906,593

"Other" accrued liabilities include professional fees, lease obligations, insurance, interest, freight, restructuring charges, accrued cash dividends payable, legal and environmental matters, derivative liabilities and other items, none of which individually exceed 5% of current liabilities.

Retirement Obligations and Other Liabilities — Retirement obligations and other liabilities were:

	December 31,
	2013		2012
	(Amounts in thousands)
Pension and postretirement benefits	$	199,634	$	233,368
Deferred taxes	110,251		65,505
Deferred compensation	7,596		9,445
Insurance accruals	8,006		10,755
Legal and environmental	35,250		24,691
Uncertain tax positions	82,689		88,676
Other	30,468		24,302
Retirement obligations and other liabilities	$	473,894	$	456,742

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Equity Method Investments (Details)	Dec. 31, 2013 ventures	Dec. 31, 2013 Japan [Member] ventures	Dec. 31, 2013 South Korea [Member] ventures	Dec. 31, 2013 Saudi Arabia [Member] ventures	Dec. 31, 2013 United Arab Emirates [Member] ventures	Dec. 31, 2013 China [Member] ventures	Dec. 31, 2013 India [Member] ventures	Mar. 28, 2013 Audco [Member]
Schedule of Equity Method Investments [Line Items]
Ownership percentage								50.00%
Number of Joint Ventures	7	1	1	1	1	2	1

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Warranty Reserve (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward]
Beginning balance	$ 35,400	$ 38,033	$ 34,374
Accruals for warranty expense, net of adjustments	33,504	28,851	35,535
Settlements made	(31,076)	(31,484)	(31,876)
Ending balance	$ 37,828	$ 35,400	$ 38,033

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Details of Certain Consolidated Balance Sheet Captions (Accrued Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Details of Certain Consolidated Balance Sheet Captions [Abstract]
Wages, compensation and other benefits	$ 238,238	$ 231,995
Commissions and royalties	38,609	34,950
Customer advance payments	340,136	405,580
Progress billings in excess of accumulated costs	40,718	29,002
Warranty costs and late delivery penalties	63,935	61,656
Sales and use tax	15,508	17,727
Income tax	21,939	39,261
Other	101,927	86,422
Accrued liabilities	$ 861,010	$ 906,593
Other accrued liabilities maximum percentage of current liabilities	5.00%

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Details of Certain Consolidated Balance Sheet Captions (Accounts Receivable, net) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Details of Certain Consolidated Balance Sheet Captions [Abstract]
Accounts Receivable	$ 1,179,400	$ 1,125,215
Less: allowance for doubtful accounts	(24,073)	(21,491)
Accounts receivable, net	$ 1,155,327	$ 1,103,724

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Realignment Program (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Restructuring Cost and Reserve [Line Items]
Realignment program, approved plans	$ 15.8
Realignment charges, net of adjustments	10.7	10.7	(0.7)	11.9
Restructuring reserve	6.3	6.3
EPD [Member]
Restructuring Cost and Reserve [Line Items]
Realignment charges, net of adjustments	3.9
FCD [Member]
Restructuring Cost and Reserve [Line Items]
Realignment charges, net of adjustments	3.8
IPD [Member]
Restructuring Cost and Reserve [Line Items]
Realignment charges, net of adjustments	$ 2.5

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Inventories (Tables)

12 Months Ended

Dec. 31, 2013

Inventory Disclosure [Abstract]

Components of Inventory

Inventories, net consisted of the following:

	December 31,
	2013			2012
	(Amounts in thousands)
Raw materials	$	356,899		$	351,705
Work in process	786,664			798,662
Finished goods	306,765			288,160
Less: Progress billings	(304,395		)	(275,611		)
Less: Excess and obsolete reserve	(85,263		)	(76,253		)
Inventories, net	$	1,060,670		$	1,086,663

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Goodwill and Other Intangible Assets (Changes in Carrying Amount of Goodwill) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012
Goodwill [Roll Forward]
Beginning balance	$ 1,053,852,000		$ 1,045,077,000
Acquisitions	43,865,000	[1]	1,812,000	[1]
Currency translation	9,834,000		6,963,000
Ending balance	1,107,551,000		1,053,852,000
EPD [Member]
Goodwill [Roll Forward]
Beginning balance	447,560,000		444,431,000
Acquisitions	0	[1]	1,812,000	[1]
Currency translation	1,936,000		1,317,000
Ending balance	449,496,000		447,560,000
IPD [Member]
Goodwill [Roll Forward]
Beginning balance	121,406,000		121,244,000
Acquisitions	43,865,000	[1]	0	[1]
Currency translation	261,000		162,000
Ending balance	165,532,000		121,406,000
FCD [Member]
Goodwill [Roll Forward]
Beginning balance	484,886,000		479,402,000
Acquisitions	0	[1]	0	[1]
Currency translation	7,637,000		5,484,000
Ending balance	$ 492,523,000		$ 484,886,000

[1] Goodwill primarily related to the purchase price adjustments for the acquisition of LPI in 2012 and the Innomag acquisition in 2013. See Note 2 for additional information.

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Legal Matters and Contingencies

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Legal Matters and Contingencies

LEGAL MATTERS AND CONTINGENCIES

Asbestos-Related Claims

We are a defendant in a substantial number of lawsuits that seek to recover damages for personal injury allegedly caused by exposure to asbestos-containing products manufactured and/or distributed by our heritage companies in the past. While the overall number of asbestos-related claims has generally declined in recent years, there can be no assurance that this trend will continue, or that the average cost per claim will not further increase. Asbestos-containing materials incorporated into any such products were primarily encapsulated and used as internal components of process equipment, and we do not believe that any significant emission of asbestos fibers occurred during the use of this equipment.

Our practice is to vigorously contest and resolve these claims, and we have been successful in resolving a majority of claims with little or no payment. Historically, a high percentage of resolved claims have been covered by applicable insurance or indemnities from other companies, and we believe that a substantial majority of existing claims should continue to be covered by insurance or indemnities. Accordingly, we have recorded a liability for our estimate of the most likely settlement of asserted claims and a related receivable from insurers or other companies for our estimated recovery, to the extent we believe that the amounts of recovery are probable and not otherwise in dispute. Although infrequent, from time to time we have tried cases, one of which resulted in an unfavorable ruling during the third quarter of 2013. The impact of the verdict is not material, and we intend to vigorously contest the ruling. We established a loss reserve and related insurance receivable based on the reasonably estimable and probable outcome of the case. While unfavorable rulings, judgments or settlement terms regarding these claims could have a material adverse impact on our business, financial condition, results of operations and cash flows, we currently believe the likelihood is remote.

Additionally, we have claims pending against certain insurers that, if resolved more favorably than reflected in the recorded receivables, would result in discrete gains in the applicable quarter. We are currently unable to estimate the impact, if any, of unasserted asbestos-related claims, although future claims would also be subject to then existing indemnities and insurance coverage.

United Nations Oil-for-Food Program

In mid-2006, French authorities began an investigation of over 170 French companies, of which one of our French subsidiaries was included, concerning suspected inappropriate activities conducted in connection with the United Nations Oil for Food Program. As previously disclosed, the French investigation of our French subsidiary was formally opened in the first quarter of 2010, and our French subsidiary filed a formal response with the French court. In July 2012, the French court ruled against our procedural motions to challenge the constitutionality of the charges and quash the indictment. While the French Court ruling is currently proceeding through a formal review process, we currently do not expect to incur additional case resolution costs of a material amount in this matter. However, if the French authorities take enforcement action against our French subsidiary regarding its investigation, we may be subject to monetary and non-monetary penalties, which we currently do not believe will have a material adverse financial impact on our company.

In addition to the governmental investigation referenced above, on June 27, 2008, the Republic of Iraq filed a civil suit in federal court in New York against 93 participants in the United Nations Oil-for-Food Program, including us and our two foreign subsidiaries that participated in the program. There have been no material developments in this case since it was initially filed. We intend to vigorously contest the suit, and we believe that we have valid defenses to the claims asserted. While we cannot predict the outcome of the suit at the present time, we do not currently believe the resolution of this suit will have a material adverse financial impact on our company.

Other

We are currently involved as a potentially responsible party at five former public waste disposal sites in various stages of evaluation or remediation. The projected cost of remediation at these sites, as well as our alleged "fair share" allocation, will remain uncertain until all studies have been completed and the parties have either negotiated an amicable resolution or the matter has been judicially resolved. At each site, there are many other parties who have similarly been identified. Many of the other parties identified are financially strong and solvent companies that appear able to pay their share of the remediation costs. Based on our information about the waste disposal practices at these sites and the environmental regulatory process in general, we believe that it is likely that ultimate remediation liability costs for each site will be apportioned among all liable parties, including site owners and waste transporters, according to the volumes and/or toxicity of the wastes shown to have been disposed of at the sites. We believe that our financial exposure for existing disposal sites will not be materially in excess of accrued reserves.

We are also a defendant in a number of other lawsuits, including product liability claims, that are insured, subject to the applicable deductibles, arising in the ordinary course of business, and we are also involved in other uninsured routine litigation incidental to our business. We currently believe none of such litigation, either individually or in the aggregate, is material to our business, operations or overall financial condition. However, litigation is inherently unpredictable, and resolutions or dispositions of claims or lawsuits by settlement or otherwise could have an adverse impact on our financial position, results of operations or cash flows for the reporting period in which any such resolution or disposition occurs.

Although none of the aforementioned potential liabilities can be quantified with absolute certainty except as otherwise indicated above, we have established reserves covering exposures relating to contingencies, to the extent believed to be reasonably estimable and probable based on past experience and available facts. While additional exposures beyond these reserves could exist, they currently cannot be estimated. We will continue to evaluate and update the reserves as necessary and appropriate.

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Accumulated Other Comprehensive Loss

12 Months Ended

Dec. 31, 2013

Accumulated Other Comprehensive Loss [Abstract]

Accumulated Other Comprehensive Loss

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following presents the components of accumulated other comprehensive loss, net of related tax effects:

(Amounts in thousands)	Foreign currency translation items(1)(2)			Pension and other postretirement effects			Cash flow hedging activity(3)			Total(1)
Balance - January 1, 2013	$	(61,083	)	$	(161,757	)	$	(254	)	$	(223,094	)
Other comprehensive (loss) income before reclassifications, net of taxes	(30,087		)	18,951			(1,501		)	(12,637		)
Amounts reclassified from accumulated other comprehensive loss, net of taxes	1,217			13,278			941			15,436
Net current-period other comprehensive (loss) income, net of taxes	(28,870		)	32,229			(560		)	2,799
Balance - December 31, 2013	$	(89,953	)	$	(129,528	)	$	(814	)	$	(220,295	)

_______________________________________

(1) Includes foreign currency translation adjustments attributable to noncontrolling interests of $1.2 million for both December 31, 2013 and 2012, and $1.3 million at 2011.

(2) Foreign currency translation adjustments in 2013 primarily represents the weakening of the Argentinian peso, Mexican peso, Indian rupee, Canadian dollar and Australian dollar exchange rates versus the U.S. dollar at December 31, 2013 as compared with December 31, 2012.

(3) Other comprehensive loss before reclassifications, net of taxes was $0.4 million and amounts reclassified from accumulated other comprehensive loss, net of taxes was $0.9 million for the twelve months ended December 31, 2012 for cash flow hedging activity.

The following table presents the reclassifications out of accumulated other comprehensive loss for the year ended December 31, 2013:

(Amounts in thousands)	Amount reclassified from accumulated other comprehensive loss (1)			Affected line item in the statement of income
Foreign currency translation items
Release of cumulative translation adjustments upon sale of equity method investment	$	(1,217	)	Net earnings from affiliates
	—			Tax (expense) benefit
	$	(1,217	)	Net of tax
Cash flow hedging activity
Interest rate swaps	$	(1,506	)	Interest expense
	565			Tax benefit
	$	(941	)	Net of tax
Pension and other postretirement effects
Amortization of actuarial losses	$	(19,669	)	(2)
	6,391			Tax benefit
	$	(13,278	)	Net of tax

______________________________________

(1) Amounts in parentheses indicate decreases to income. None of the reclass amounts have a noncontrolling interest component.

(2) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note 12 for additional details.

At December 31, 2013, we expect to recognize losses of $0.9 million, net of deferred taxes, into earnings in the next twelve months related to interest rate swap agreements based on their fair values at December 31, 2013.

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Acquisitions and Exit of Joint Venture (Acquisitions) (Details) (USD $)				0 Months Ended	3 Months Ended	12 Months Ended		3 Months Ended		1 Months Ended	0 Months Ended					0 Months Ended	1 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 02, 2013 Innovative Mag-Drive, LLC (Innomag) [Member]	Dec. 31, 2013 Innovative Mag-Drive, LLC (Innomag) [Member]	Dec. 31, 2012 Innovative Mag-Drive, LLC (Innomag) [Member]	Dec. 10, 2013 Innovative Mag-Drive, LLC (Innomag) [Member]	Dec. 31, 2013 Innovative Mag-Drive, LLC (Innomag) [Member] Minimum [Member]	Dec. 31, 2013 Innovative Mag-Drive, LLC (Innomag) [Member] Maximum [Member]	Oct. 28, 2011 Lawrence Pumps [Member]	Dec. 02, 2013 Know-How [Member] Innovative Mag-Drive, LLC (Innomag) [Member]	Dec. 31, 2013 Customer Relationships [Member]		Dec. 31, 2012 Customer Relationships [Member]		Dec. 02, 2013 Customer Relationships [Member] Innovative Mag-Drive, LLC (Innomag) [Member]	Oct. 28, 2011 Customer Relationships [Member] Lawrence Pumps [Member]
Business Acquisition [Line Items]
Percent of business acquired							100.00%			100.00%
Acquisition, purchase price					$ 78,700,000
Cash paid for acquisition					66,700,000					88,200,000
Preliminary working capital adjustment							800,000
Contingent payment, based on performance							11,200,000
Business Combinations, Performance Metrics, Period								2 years	5 years
Contingent consideration recorded							7,500,000
Finite-lived intangible assets	207,524,000	188,928,000										40,077,000	[1]	32,484,000	[1]		16,000,000	[1]
Acquired finite lived intangible asset, weighted average useful life				10 years						10 years	10 years					10 years	10 years
Sales						17,000,000
Assets Acquired and Liabilities Assumed
Current assets							8,100			28,000,000
Property, plant and equipment							5,300			8,900,000
Intangible assets							18,500			30,000,000	7,000,000					7,000,000
Current liabilities							(800)			(16,800,000)
Net tangible and intangible assets							31,100			50,100,000
Goodwill	1,107,551,000	1,053,852,000	1,045,077,000				43,900			38,100,000
Preliminary purchase price							$ 75,000

[1] Existing customer relationships acquired prior to 2011 had a useful life of five years.

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Warranty Reserve (Tables)

12 Months Ended

Dec. 31, 2013

Product Warranties Disclosures [Abstract]

Schedule of Activity in the Warranty Reserve

The following is a summary of the activity in the warranty reserve:

	2013			2012			2011
	(Amounts in thousands)
Balance — January 1	$	35,400		$	38,033		$	34,374
Accruals for warranty expense, net of adjustments	33,504			28,851			35,535
Settlements made	(31,076		)	(31,484		)	(31,876		)
Balance — December 31	$	37,828		$	35,400		$	38,033

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012	Dec. 31, 2011
Statement of Comprehensive Income [Abstract]
Net earnings, including noncontrolling interests	$ 488,320		$ 450,799	$ 429,231
Other comprehensive income (loss):
Foreign currency translation adjustments, net of taxes of $17,351, $(10,957) and $34,397 in 2013, 2012 and 2011, respectively	(28,870)		18,184	(56,842)
Pension and other postretirement effects, net of taxes of $(20,218), $8,655 and $3,107 in 2013, 2012 and 2011, respectively	32,229		(26,983)	(8,490)
Cash flow hedging activity, net of taxes of $(483), $187 and $186 in 2013, 2012 and 2011, respectively	(560)		481	(307)
Other comprehensive income (loss)	2,799	[1]	(8,318)	(65,639)
Comprehensive income, including noncontrolling interests	491,119		442,481	363,592
Comprehensive income attributable to noncontrolling interests	(2,756)		(2,354)	(601)
Comprehensive income attributable to Flowserve Corporation	$ 488,363		$ 440,127	$ 362,991

[1] Includes foreign currency translation adjustments attributable to noncontrolling interests of $1.2 million for both December 31, 2013 and 2012, and $1.3 million at 2011.

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Business Segment Information (Reportable Segments) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended										12 Months Ended
	Dec. 31, 2013		Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012		Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013 segments		Dec. 31, 2012		Dec. 31, 2011
Segment Reporting Information [Line Items]
Number of operating segments (in segments)											3
Summarized financial information of the reportable segments
Sales to external customers	$ 1,389,400		$ 1,229,100	$ 1,239,500	$ 1,096,600	$ 1,328,200		$ 1,165,900	$ 1,182,200	$ 1,075,000	$ 4,954,619		$ 4,751,339		$ 4,510,201
Intersegment sales											0		0		0
Segment operating income											760,283		675,778		618,677
Depreciation and amortization											106,392		107,226		107,561
Identifiable assets	5,036,733					4,810,958					5,036,733		4,810,958		4,622,614
Capital expenditures											139,090		135,539		107,967
Reportable Segment [Member]
Summarized financial information of the reportable segments
Sales to external customers											4,954,619		4,751,339		4,510,201
Intersegment sales											148,357		162,784		162,729
Segment operating income											846,964		749,006		691,419
Depreciation and amortization											97,206		97,833		95,975
Identifiable assets	4,608,201					4,454,753					4,608,201		4,454,753		4,202,310
Capital expenditures											133,029		127,628		101,345
EPD [Member]
Summarized financial information of the reportable segments
Sales to external customers											2,473,731		2,338,527		2,239,405
Intersegment sales											63,365		64,621		81,978
Segment operating income											423,339		396,082		395,184
Depreciation and amortization											46,494		48,007		41,199
Identifiable assets	2,260,961					2,223,791					2,260,961		2,223,791		2,055,600
Capital expenditures											75,379		64,038		44,714
IPD [Member]
Summarized financial information of the reportable segments
Sales to external customers											873,389		863,941		802,864
Intersegment sales											76,779		89,957		75,337
Segment operating income											115,658		99,526		62,906
Depreciation and amortization											14,122		13,408		13,864
Identifiable assets	827,155					745,276					827,155		745,276		740,179
Capital expenditures											17,445		17,351		12,834
FCD [Member]
Summarized financial information of the reportable segments
Sales to external customers											1,607,499		1,548,871		1,467,932
Intersegment sales											8,213		8,206		5,414
Segment operating income											307,967		253,398		233,329
Depreciation and amortization											36,590		36,418		40,912
Identifiable assets	1,520,085					1,485,686					1,520,085		1,485,686		1,406,531
Capital expenditures											40,205		46,239		43,797
Eliminations and All Others [Member]
Summarized financial information of the reportable segments
Sales to external customers											0	[1]	0	[1]	0	[1]
Intersegment sales											(148,357)	[1]	(162,784)	[1]	(162,729)	[1]
Segment operating income											(86,681)	[1]	(73,228)	[1]	(72,742)	[1]
Depreciation and amortization											9,186	[1]	9,393	[1]	11,586	[1]
Identifiable assets	428,532	[1]				356,205	[1]				428,532	[1]	356,205	[1]	420,304	[1]
Capital expenditures											$ 6,061	[1]	$ 7,911	[1]	$ 6,622	[1]

[1] The changes in identifiable assets for "Eliminations and All Other" in 2013, 2012 and 2011 are primarily a result of changes in cash balances.

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Acquisitions

12 Months Ended

Dec. 31, 2013

Business Combinations [Abstract]

Acquisitions

ACQUISITIONS AND EXIT OF JOINT VENTURE

Innovative Mag-Drive, LLC

On December 10, 2013, we acquired for inclusion in Industrial Product Division ("IPD"), 100% of Innovative Mag-Drive, LLC ("Innomag"), a privately-owned, U.S.-based company specializing in advanced sealless magnetic drive centrifugal pumps for the chemical and general industries, in an asset purchase up to $78.7 million in cash, subject to final adjustments. Of the total purchase price, $66.7 million was paid at closing and $0.8 million represents a preliminary working capital adjustment. The remaining $11.2 million of the total purchase price is contingent upon Innomag achieving certain performance metrics during the two- and five-year periods following the acquisition, and to the extent achieved, is expected to be paid in cash within four months of the performance measurement dates. We initially recorded a liability of $7.5 million as an estimate of the acquisition date fair value of the contingent consideration, which is based on the weighted probability of achievement of the performance metrics as of the date of the acquisition. Innomag generated approximately $17 million in sales (unaudited) during its fiscal year ended December 31, 2012.

The preliminary purchase price was allocated to the assets acquired and liabilities assumed based on estimates of fair values at the date of acquisition and is summarized below:

	(Amounts in millions)
Current assets	$	8.1
Property, plant and equipment	5.3
Intangible assets	18.5
Current liabilities	(0.8		)
Net tangible and intangible assets	31.1
Goodwill	43.9
Preliminary purchase price	$	75.0

The excess of the acquisition date fair value of the total purchase price over the estimated fair value of the net tangible and intangible assets was recorded as goodwill. Goodwill represents the value expected to be obtained from the ability to be more competitive through the offering of a more complete pump product portfolio and from leveraging our current sales, distribution and service network. The goodwill related to this acquisition is recorded in the IPD segment. Upon acquisition, both know-how and existing customer relationships each represented approximately $7 million of the intangible assets acquired. Know-how and exisiting customer relationships both had an expected weighted average useful life of ten years. Total amortizable intangible assets had an expected weighted average useful life of ten years.

Subsequent to December 10, 2013, the revenues and expenses of Innomag have been included in our consolidated statements of income. No pro forma information has been provided due to immateriality.

Audco India, Limited

Effective March 28, 2013, we and our joint venture partner agreed to exit our joint venture, Audco India, Limited (“AIL”), which manufactures integrated industrial valves in India. To effect the exit, in two separate transactions, Flow Control Division ("FCD") acquired 100% ownership of AIL's plug valve manufacturing business in an asset purchase for cash of $10.1 million and sold its 50% equity interest in AIL to the joint venture partner for $46.2 million in cash. We remeasured to fair value our previously held equity interest in the purchased net assets of the plug valve manufacturing business resulting in net assets acquired of approximately $25 million and a pre-tax gain of $15.3 million. The sale of our equity interest in AIL resulted in a pre-tax gain of $13.0 million. Both of the above gains were recorded in net earnings from affiliates in the consolidated statements of income. No pro forma information has been provided due to immateriality. Prior to these transactions, our 50% interest in AIL was recorded using the equity method of accounting.

Lawrence Pumps, Inc.

Effective October 28, 2011, we acquired for inclusion in the Engineered Product Division ("EPD"), 100% of Lawrence Pumps, Inc. ("LPI"), a privately-owned, U.S.-based pump manufacturer. The final purchase price of $88.2 million reflects immaterial adjustments to goodwill and current liabilities during 2012. LPI specializes in the design, development and manufacture of engineered centrifugal slurry pumps for critical services within the petroleum refining, petrochemical, pulp and paper and energy markets.

The purchase price was allocated to the assets acquired and liabilities assumed based on estimates of fair values at the date of acquisition and is summarized below:

	(Amounts in millions)
Current assets	$	28.0
Property, plant and equipment	8.9
Intangible assets	30.0
Current liabilities	(16.8		)
Net tangible and intangible assets	50.1
Goodwill	38.1
Purchase price	$	88.2

The excess of the acquisition date fair value of the total purchase price over the estimated fair value of the net tangible and intangible assets was recorded as goodwill. Goodwill represents the value expected to be obtained from the ability to be more competitive through the offering of a more complete pump product portfolio and from leveraging our current sales, distribution and service network. LPI products have proprietary niche applications that strategically complement our product portfolio. The goodwill related to this acquisition is recorded in the EPD segment. Upon acquisition, existing customer relationships represent approximately $16 million of the intangible assets acquired and had an expected weighted average useful life of ten years. Total amortizable intangible assets had an expected weighted average useful life of ten years.

Subsequent to October 28, 2011, the revenues and expenses of LPI have been included in our consolidated statements of income. No pro forma information has been provided due to immateriality.

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Stock-Based Compensation Plans Stock-Based Compensation Plans (Information Regarding Restricted Shares) (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unearned compensation costs	$ 31.5	$ 30.4
Recognition of unearned compensation, (years)	1 year
Fair value of Restricted Shares vested	34.9	36.4	35.1
Stock-based compensation expense	35.8	35.4	32.1
Related income tax benefit	(12.3)	(12.0)	(10.9)
Net stock-based compensation expense	$ 23.5	$ 23.4	$ 21.2
Number of Unvested Restricted Shares [Abstract]
Outstanding, shares, beginning balance	2,376,300
Granted, shares	847,236
Vested, shares	(1,019,540)
Cancelled, shares	(183,318)
Outstanding, shares, ending balance	2,020,678	2,376,300
Outstanding, Weighted Average Grant-Date Fair Value, Beginning balance	$ 37.70
Granted, Weighted Average Grant-Date Fair Value	$ 51.28
Vested, Weighted Average Grant-Date Fair Value	$ 34.23
Cancelled, Weighted Average Grant-Date Fair Value	$ 42.84
Outstanding, Weighted Average Grant-Date Fair Value, Ending balance	$ 44.68	$ 37.70
Restricted Stock [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
General expiration period, from date of grant or time of termination	3 years
General vesting period	3 years
Restricted Stock [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
General expiration period, from date of grant or time of termination	1 year
General vesting period	1 year
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
General vesting period	36 months
Period for achieving performance targets on performance based units (years)	3 years
Minimum range of vesting provisions	0
Maximum range of vesting provisions	1,793,000
Estimated vesting of shares based on performance shares	1,280,000
Number of Unvested Restricted Shares [Abstract]
Outstanding, shares, ending balance	897,000
Performance Shares [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage of grants, depending on achievement of specific performance targets	200.00%
Performance Shares [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage of grants, depending on achievement of specific performance targets	0.00%

XML

Pension and Postretirement Benefits (Plan Assets) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
U.S Defined Benefit Plans [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Beginning balance	$ 380,342,000		$ 349,986,000
Return on plan assets	39,749,000		45,716,000
Company contributions	24,194,000		7,864,000
Net benefits and expenses paid	(33,823,000)		(23,224,000)
Ending balance	410,462,000		380,342,000
Fair value of plan assets	410,462,000		380,342,000
U.S Defined Benefit Plans [Member] | Hierarchial Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0		82,000
Fair value of plan assets	0		82,000
U.S Defined Benefit Plans [Member] | Hierarchial Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	410,462,000		380,260,000
Fair value of plan assets	410,462,000		380,260,000
U.S Defined Benefit Plans [Member] | Hierarchial Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0		0
Fair value of plan assets	0		0
U.S Defined Benefit Plans [Member] | Liability Driven Investment [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	157,638,000	[1]	0	[1]
Fair value of plan assets	157,638,000	[1]	0	[1]
Plan assets, actual allocation	39.00%		0.00%
U.S Defined Benefit Plans [Member] | Liability Driven Investment [Member] | Hierarchial Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[1]	0	[1]
Fair value of plan assets	0	[1]	0	[1]
U.S Defined Benefit Plans [Member] | Liability Driven Investment [Member] | Hierarchial Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	157,638,000	[1]	0	[1]
Fair value of plan assets	157,638,000	[1]	0	[1]
U.S Defined Benefit Plans [Member] | Liability Driven Investment [Member] | Hierarchial Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[1]	0	[1]
Fair value of plan assets	0	[1]	0	[1]
U.S Defined Benefit Plans [Member] | Cash [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0		82,000
Fair value of plan assets	0		82,000
U.S Defined Benefit Plans [Member] | Cash [Member] | Hierarchial Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0		82,000
Fair value of plan assets	0		82,000
U.S Defined Benefit Plans [Member] | Cash [Member] | Hierarchial Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0		0
Fair value of plan assets	0		0
U.S Defined Benefit Plans [Member] | Cash [Member] | Hierarchial Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0		0
Fair value of plan assets	0		0
U.S Defined Benefit Plans [Member] | Equity Securities [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Plan assets, actual allocation	51.00%		50.00%
U.S Defined Benefit Plans [Member] | U.S. Large Cap [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	81,004,000	[2]	106,886,000	[2]
Fair value of plan assets	81,004,000	[2]	106,886,000	[2]
Plan assets, actual allocation	20.00%		28.00%
U.S Defined Benefit Plans [Member] | U.S. Large Cap [Member] | Hierarchial Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[2]	0	[2]
Fair value of plan assets	0	[2]	0	[2]
U.S Defined Benefit Plans [Member] | U.S. Large Cap [Member] | Hierarchial Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	81,004,000	[2]	106,886,000	[2]
Fair value of plan assets	81,004,000	[2]	106,886,000	[2]
U.S Defined Benefit Plans [Member] | U.S. Large Cap [Member] | Hierarchial Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[2]	0	[2]
Fair value of plan assets	0	[2]	0	[2]
U.S Defined Benefit Plans [Member] | U.S. Small Cap [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	17,136,000	[3]	15,368,000	[3]
Fair value of plan assets	17,136,000	[3]	15,368,000	[3]
Plan assets, actual allocation	4.00%		4.00%
U.S Defined Benefit Plans [Member] | U.S. Small Cap [Member] | Hierarchial Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[3]	0	[3]
Fair value of plan assets	0	[3]	0	[3]
U.S Defined Benefit Plans [Member] | U.S. Small Cap [Member] | Hierarchial Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	17,136,000	[3]	15,368,000	[3]
Fair value of plan assets	17,136,000	[3]	15,368,000	[3]
U.S Defined Benefit Plans [Member] | U.S. Small Cap [Member] | Hierarchial Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[3]	0	[3]
Fair value of plan assets	0	[3]	0	[3]
U.S Defined Benefit Plans [Member] | International Large Cap [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	58,675,000	[4]	54,159,000	[4]
Fair value of plan assets	58,675,000	[4]	54,159,000	[4]
Plan assets, actual allocation	14.00%		14.00%
U.S Defined Benefit Plans [Member] | International Large Cap [Member] | Hierarchial Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[4]	0	[4]
Fair value of plan assets	0	[4]	0	[4]
U.S Defined Benefit Plans [Member] | International Large Cap [Member] | Hierarchial Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	58,675,000	[4]	54,159,000	[4]
Fair value of plan assets	58,675,000	[4]	54,159,000	[4]
U.S Defined Benefit Plans [Member] | International Large Cap [Member] | Hierarchial Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[4]	0	[4]
Fair value of plan assets	0	[4]	0	[4]
U.S Defined Benefit Plans [Member] | Emerging Markets [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	19,772,000	[5]	15,535,000	[5]
Fair value of plan assets	19,772,000	[5]	15,535,000	[5]
Plan assets, actual allocation	5.00%		4.00%
U.S Defined Benefit Plans [Member] | Emerging Markets [Member] | Hierarchial Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[5]	0	[5]
Fair value of plan assets	0	[5]	0	[5]
U.S Defined Benefit Plans [Member] | Emerging Markets [Member] | Hierarchial Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	19,772,000	[5]	15,535,000	[5]
Fair value of plan assets	19,772,000	[5]	15,535,000	[5]
U.S Defined Benefit Plans [Member] | Emerging Markets [Member] | Hierarchial Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[5]	0	[5]
Fair value of plan assets	0	[5]	0	[5]
U.S Defined Benefit Plans [Member] | World Equity [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	34,069,000		0	[6]
Fair value of plan assets	34,069,000		0	[6]
Plan assets, actual allocation	8.00%		0.00%
U.S Defined Benefit Plans [Member] | World Equity [Member] | Hierarchial Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[6]	0	[6]
Fair value of plan assets	0	[6]	0	[6]
U.S Defined Benefit Plans [Member] | World Equity [Member] | Hierarchial Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	34,069,000	[6]	0	[6]
Fair value of plan assets	34,069,000	[6]	0	[6]
U.S Defined Benefit Plans [Member] | World Equity [Member] | Hierarchial Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[6]	0	[6]
Fair value of plan assets	0	[6]	0	[6]
U.S Defined Benefit Plans [Member] | Fixed Income [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Plan assets, actual allocation	49.00%		50.00%
U.S Defined Benefit Plans [Member] | Long-Term Government Credit [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	39,308,000	[7]	80,567,000	[7]
Fair value of plan assets	39,308,000	[7]	80,567,000	[7]
Plan assets, actual allocation	10.00%		21.00%
U.S Defined Benefit Plans [Member] | Long-Term Government Credit [Member] | Hierarchial Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[7]	0	[7]
Fair value of plan assets	0	[7]	0	[7]
U.S Defined Benefit Plans [Member] | Long-Term Government Credit [Member] | Hierarchial Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	39,308,000	[7]	80,567,000	[7]
Fair value of plan assets	39,308,000	[7]	80,567,000	[7]
U.S Defined Benefit Plans [Member] | Long-Term Government Credit [Member] | Hierarchial Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[7]	0	[7]
Fair value of plan assets	0	[7]	0	[7]
U.S Defined Benefit Plans [Member] | Intermediate Bond [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[8]	107,745,000	[8]
Fair value of plan assets	0	[8]	107,745,000	[8]
Plan assets, actual allocation	0.00%		28.00%
U.S Defined Benefit Plans [Member] | Intermediate Bond [Member] | Hierarchial Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[8]	0	[8]
Fair value of plan assets	0	[8]	0	[8]
U.S Defined Benefit Plans [Member] | Intermediate Bond [Member] | Hierarchial Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[8]	107,745,000	[8]
Fair value of plan assets	0	[8]	107,745,000	[8]
U.S Defined Benefit Plans [Member] | Intermediate Bond [Member] | Hierarchial Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[8]	0	[8]
Fair value of plan assets	0	[8]	0	[8]
U.S Defined Benefit Plans [Member] | Other [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	2,860,000	[9]	0	[9]
Fair value of plan assets	2,860,000	[9]	0	[9]
Plan assets, actual allocation	0.00%	[10]	0.00%	[10]
U.S Defined Benefit Plans [Member] | Other [Member] | Hierarchial Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[9]	0	[9]
Fair value of plan assets	0	[9]	0	[9]
U.S Defined Benefit Plans [Member] | Other [Member] | Hierarchial Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	2,860,000	[9]	0	[9]
Fair value of plan assets	2,860,000	[9]	0	[9]
U.S Defined Benefit Plans [Member] | Other [Member] | Hierarchial Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[9]	0	[9]
Fair value of plan assets	0	[9]	0	[9]
Non-U.S Defined Benefit Plans [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Beginning balance	173,017,000		145,112,000
Return on plan assets	10,480,000		14,561,000
Employee contributions	267,000		210,000
Company contributions	22,695,000		20,270,000
Currency translation impact and other	5,074,000		6,599,000
Net benefits and expenses paid	(16,491,000)		(13,735,000)
Ending balance	195,042,000		173,017,000
Estimated contributions in the next year	13,000,000
Fair value of plan assets	195,042,000		173,017,000
Non-U.S Defined Benefit Plans [Member] | Hierarchial Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	189,000		261,000
Fair value of plan assets	189,000		261,000
Non-U.S Defined Benefit Plans [Member] | Hierarchial Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	189,078,000		168,624,000
Fair value of plan assets	189,078,000		168,624,000
Non-U.S Defined Benefit Plans [Member] | Hierarchial Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	5,775,000		4,132,000
Fair value of plan assets	5,775,000		4,132,000
Non-U.S Defined Benefit Plans [Member] | Cash [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	189,000		261,000
Fair value of plan assets	189,000		261,000
Non-U.S Defined Benefit Plans [Member] | Cash [Member] | Hierarchial Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	189,000		261,000
Fair value of plan assets	189,000		261,000
Non-U.S Defined Benefit Plans [Member] | Cash [Member] | Hierarchial Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0		0
Fair value of plan assets	0		0
Non-U.S Defined Benefit Plans [Member] | Cash [Member] | Hierarchial Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0		0
Fair value of plan assets	0		0
Non-U.S Defined Benefit Plans [Member] | Equity Securities [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Plan assets, actual allocation	28.00%		36.00%
Non-U.S Defined Benefit Plans [Member] | North American Companies [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	6,459,000	[11]	8,527,000	[11]
Fair value of plan assets	6,459,000	[11]	8,527,000	[11]
Plan assets, actual allocation	3.00%		5.00%
Non-U.S Defined Benefit Plans [Member] | North American Companies [Member] | Hierarchial Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[11]	0	[11]
Fair value of plan assets	0	[11]	0	[11]
Non-U.S Defined Benefit Plans [Member] | North American Companies [Member] | Hierarchial Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	6,459,000	[11]	8,527,000	[11]
Fair value of plan assets	6,459,000	[11]	8,527,000	[11]
Non-U.S Defined Benefit Plans [Member] | North American Companies [Member] | Hierarchial Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[11]	0	[11]
Fair value of plan assets	0	[11]	0	[11]
Non-U.S Defined Benefit Plans [Member] | U.K. Companies [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	19,448,000	[12]	33,389,000	[12]
Fair value of plan assets	19,448,000	[12]	33,389,000	[12]
Plan assets, actual allocation	10.00%		19.00%
Non-U.S Defined Benefit Plans [Member] | U.K. Companies [Member] | Hierarchial Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[12]	0	[12]
Fair value of plan assets	0	[12]	0	[12]
Non-U.S Defined Benefit Plans [Member] | U.K. Companies [Member] | Hierarchial Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	19,448,000	[12]	33,389,000	[12]
Fair value of plan assets	19,448,000	[12]	33,389,000	[12]
Non-U.S Defined Benefit Plans [Member] | U.K. Companies [Member] | Hierarchial Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[12]	0	[12]
Fair value of plan assets	0	[12]	0	[12]
Non-U.S Defined Benefit Plans [Member] | European Companies [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	8,060,000	[13]	10,417,000	[13]
Fair value of plan assets	8,060,000	[13]	10,417,000	[13]
Plan assets, actual allocation	4.00%		6.00%
Non-U.S Defined Benefit Plans [Member] | European Companies [Member] | Hierarchial Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[13]	0	[13]
Fair value of plan assets	0	[13]	0	[13]
Non-U.S Defined Benefit Plans [Member] | European Companies [Member] | Hierarchial Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	8,060,000	[13]	10,417,000	[13]
Fair value of plan assets	8,060,000	[13]	10,417,000	[13]
Non-U.S Defined Benefit Plans [Member] | European Companies [Member] | Hierarchial Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[13]	0	[13]
Fair value of plan assets	0	[13]	0	[13]
Non-U.S Defined Benefit Plans [Member] | Asia Pacific Companies [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	5,613,000	[14]	7,995,000	[14]
Fair value of plan assets	5,613,000	[14]	7,995,000	[14]
Plan assets, actual allocation	3.00%		5.00%
Non-U.S Defined Benefit Plans [Member] | Asia Pacific Companies [Member] | Hierarchial Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[14]	0	[14]
Fair value of plan assets	0	[14]	0	[14]
Non-U.S Defined Benefit Plans [Member] | Asia Pacific Companies [Member] | Hierarchial Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	5,613,000	[14]	7,995,000	[14]
Fair value of plan assets	5,613,000	[14]	7,995,000	[14]
Non-U.S Defined Benefit Plans [Member] | Asia Pacific Companies [Member] | Hierarchial Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[14]	0	[14]
Fair value of plan assets	0	[14]	0	[14]
Non-U.S Defined Benefit Plans [Member] | Global Equity [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	16,046,000	[15]	1,895,000	[15]
Fair value of plan assets	16,046,000	[15]	1,895,000	[15]
Plan assets, actual allocation	8.00%		1.00%
Non-U.S Defined Benefit Plans [Member] | Global Equity [Member] | Hierarchial Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[15]	0	[15]
Fair value of plan assets	0	[15]	0	[15]
Non-U.S Defined Benefit Plans [Member] | Global Equity [Member] | Hierarchial Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	16,046,000	[15]	1,895,000	[15]
Fair value of plan assets	16,046,000	[15]	1,895,000	[15]
Non-U.S Defined Benefit Plans [Member] | Global Equity [Member] | Hierarchial Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[15]	0	[15]
Fair value of plan assets	0	[15]	0	[15]
Non-U.S Defined Benefit Plans [Member] | U.K. and Netherlands Plan Assets [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Plan assets, actual allocation	97.00%
Non-U.S Defined Benefit Plans [Member] | Fixed Income [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Plan assets, actual allocation	69.00%		62.00%
Non-U.S Defined Benefit Plans [Member] | U.K. Government Gilt Index [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	55,078,000	[16]	35,614,000	[16]
Fair value of plan assets	55,078,000	[16]	35,614,000	[16]
Plan assets, actual allocation	28.00%		21.00%
Non-U.S Defined Benefit Plans [Member] | U.K. Government Gilt Index [Member] | Hierarchial Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[16]	0	[16]
Fair value of plan assets	0	[16]	0	[16]
Non-U.S Defined Benefit Plans [Member] | U.K. Government Gilt Index [Member] | Hierarchial Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	55,078,000	[16]	35,614,000	[16]
Fair value of plan assets	55,078,000	[16]	35,614,000	[16]
Non-U.S Defined Benefit Plans [Member] | U.K. Government Gilt Index [Member] | Hierarchial Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[16]	0	[16]
Fair value of plan assets	0	[16]	0	[16]
Non-U.S Defined Benefit Plans [Member] | U.K. Corporate Bond Index [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	40,039,000	[17]	33,311,000	[17]
Fair value of plan assets	40,039,000	[17]	33,311,000	[17]
Plan assets, actual allocation	21.00%		19.00%
Non-U.S Defined Benefit Plans [Member] | U.K. Corporate Bond Index [Member] | Hierarchial Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[17]	0	[17]
Fair value of plan assets	0	[17]	0	[17]
Non-U.S Defined Benefit Plans [Member] | U.K. Corporate Bond Index [Member] | Hierarchial Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	40,039,000	[17]	33,311,000	[17]
Fair value of plan assets	40,039,000	[17]	33,311,000	[17]
Non-U.S Defined Benefit Plans [Member] | U.K. Corporate Bond Index [Member] | Hierarchial Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[17]	0	[17]
Fair value of plan assets	0	[17]	0	[17]
Non-U.S Defined Benefit Plans [Member] | Global Index Income Bond [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	38,335,000	[18]	37,476,000	[18]
Fair value of plan assets	38,335,000	[18]	37,476,000	[18]
Plan assets, actual allocation	20.00%		22.00%
Non-U.S Defined Benefit Plans [Member] | Global Index Income Bond [Member] | Hierarchial Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[18]	0	[18]
Fair value of plan assets	0	[18]	0	[18]
Non-U.S Defined Benefit Plans [Member] | Global Index Income Bond [Member] | Hierarchial Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	38,335,000	[18]	37,476,000	[18]
Fair value of plan assets	38,335,000	[18]	37,476,000	[18]
Non-U.S Defined Benefit Plans [Member] | Global Index Income Bond [Member] | Hierarchial Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[18]	0	[18]
Fair value of plan assets	0	[18]	0	[18]
Non-U.S Defined Benefit Plans [Member] | Other [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	5,775,000	[19]	4,132,000	[19]
Fair value of plan assets	5,775,000	[19]	4,132,000	[19]
Non-U.S Defined Benefit Plans [Member] | Other [Member] | Hierarchial Level 1 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[19]	0	[19]
Fair value of plan assets	0	[19]	0	[19]
Non-U.S Defined Benefit Plans [Member] | Other [Member] | Hierarchial Level 2 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	0	[19]	0	[19]
Fair value of plan assets	0	[19]	0	[19]
Non-U.S Defined Benefit Plans [Member] | Other [Member] | Hierarchial Level 3 [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Ending balance	5,775,000	[19]	4,132,000	[19]
Fair value of plan assets	5,775,000	[19]	4,132,000	[19]
Postretirement Medical Benefits [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Employee contributions	2,151,000		2,126,000
Company contributions	3,700,000		3,800,000		3,900,000
Net benefits and expenses paid	(6,645,000)		(6,390,000)
Minimum [Member] | U.S Defined Benefit Plans [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Estimated contributions in the next year	$ 20,000,000

[1] (f)LDI funds seek to outperform the Barclays-Russell LDI Index by investing in high quality, mostly corporate bonds and fixed income securities that closely match those found in discount curves used to value the plan's liabilities.

[2] (a)U.S. Large Cap funds seek to outperform the Russell 1000 (R) Index with investments in large and medium capitalization U.S. companies represented in the Russell 1000 (R) Index, which is composed of the largest 1,000 U.S. equities as determined by market capitalization.

[3] (b)U.S. Small Cap funds seek to outperform the Russell 2000 (R) Index with investments in medium and small capitalization U.S. companies represented in the Russell 2000 (R) Index, which is composed of the smallest 2,000 U.S. equities as determined by market capitalization.

[4] (c)International Large Cap funds seek to outperform the MSCI Europe, Australia, and Far East Index with investments in most of the developed nations of the world so as to maintain a high degree of diversification among countries and currencies.

[5] (d)Emerging Markets funds represent a diversified portfolio that seeks high, long-term returns comparable to investments in emerging markets by investing in stocks from newly developed emerging market economies.

[6] (e)World Equity funds seek to outperform the Russell Developed Large Cap Index Net over a full market cycle. The fund's goal is to provide a favorable total return relative to the benchmark, primarily through long-term capital appreciation.

[7] (g)Long-Term Government/Credit funds seek to outperform the Barclays Capital U.S. Long-Term Government/Credit Index by generating excess return through a variety of diversified strategies in securities with longer durations, such as sector rotation, security selection and tactical use of high-yield bonds.

[8] (h)Intermediate Bonds seek to outperform the Barclays Capital U.S. Aggregate Bond Index by generating excess return through a variety of diversified strategies in securities with short to intermediate durations, such as sector rotation, security selection and tactical use of high-yield bonds.

[9] Details have not been provided due to immateriality.

[10] Less than 1% of holdings are in the Other category in 2013.

[11] North American Companies represents U.S. and Canadian large cap equity index funds, which are passively managed and track their respective benchmarks (FTSE All-World USA Index and FTSE All-World Canada Index).

[12] U.K. Companies represents a U.K. equity index fund, which is passively managed and tracks the FTSE All-Share Index.

[13] European companies represents a European equity index fund, which is passively managed and tracks the FTSE All-World Developed Europe Ex-U.K. Index.

[14] Asian Pacific Companies represents Japanese and Pacific Rim equity index funds, which are passively managed and track their respective benchmarks (FTSE All-World Japan Index and FTSE All-World Developed Asia Pacific Ex-Japan Index).

[15] Global Equity represents actively managed, global equity funds taking a top-down strategic view on the different regions by analyzing companies based on fundamentals, market-driven, thematic and quantitative factors to generate alpha.

[16] U.K. Government Gilt Index represents U.K. government issued fixed income investments which are passively managed and track the respective benchmarks (FTSE U.K. Gilt Index-Linked Over 5 Years Index, FTSE U.K. Gilt Over 15 Years Index and FTSE U.K. Gilt Index-Linked Over 25 Years Index).

[17] U.K. Corporate Bond Index represents U.K. corporate bond investments, which are passively managed and track the iBoxx Over 15 years £ Non-Gilt Index.

[18] Global Fixed Income Bond represents mostly European fixed income investment funds that are actively managed, diversified and primarily invested in traditional government bonds, high-quality corporate bonds, asset backed securities, emerging market debt and high yield corporates.

[19] Includes assets held by plans outside the U.K. and The Netherlands. Details, including Level III rollforward details, have not been provided due to immateriality.

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Debt and Lease Obligations (Maturities of Debt by Type) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013
Long-term Debt, Fiscal Year Maturity [Abstract]
2014	$ 72,678
2015	45,715
2016	60,000
2017	60,000
2018	165,000
Thereafter	796,904
Total	1,200,297
Term Loan Facility [Member]
Long-term Debt, Fiscal Year Maturity [Abstract]
2014	40,000
2015	45,000
2016	60,000
2017	60,000
2018	165,000
Thereafter	0
Total	370,000
Senior Notes and other debt [Member]
Long-term Debt, Fiscal Year Maturity [Abstract]
2014	32,678
2015	715
2016	0
2017	0
2018	0
Thereafter	796,904
Total	$ 830,297

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Quarterly Financial Data

12 Months Ended

Dec. 31, 2013

Quarterly Financial Data [Abstract]

Quarterly Financial Data

QUARTERLY FINANCIAL DATA (UNAUDITED)

The following presents a summary of the unaudited quarterly data for 2013 and 2012 (amounts in millions, except per share data):

	2013
Quarter	4th		3rd		2nd		1st
Sales	$	1,389.4	$	1,229.1	$	1,239.5	$	1,096.6
Gross profit	470.5		422.7		421.6		373.3
Earnings before income taxes	191.7		182.4		171.3		147.6
Net earnings attributable to Flowserve Corporation	141.1		126.3		120.4		97.8
Earnings per share (1):
Basic	$	1.01	$	0.90	$	0.85	$	0.68
Diluted	1.01		0.90		0.84		0.67

	2012
Quarter	4th		3rd		2nd		1st
Sales	$	1,328.2	$	1,165.9	$	1,182.2	$	1,075.0
Gross profit	447.6		389.6		384.6		359.2
Earnings before income taxes	189.8		144.6		148.1		129.1
Net earnings attributable to Flowserve Corporation	141.6		106.3		107.3		93.1
Earnings per share (1):
Basic	$	0.95	$	0.70	$	0.66	$	0.57
Diluted	0.94		0.69		0.66		0.56

_______________________________________

(1) Earnings per share is computed independently for each of the quarters presented. The sum of the quarters may not equal the total year amount due to the impact of changes in weighted average quarterly shares outstanding.

The significant pre-tax fourth quarter adjustment for 2013 was to record $10.7 million in charges related to our realignment program. See Note 20 for additional information on our realignment program.

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Supplemental Guarantor Financial Information (Balance Sheet) (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	$ 363,804,000	$ 304,252,000	$ 337,356,000	$ 557,579,000
Accounts receivable, net	1,155,327,000	1,103,724,000
Intercompany receivables, current	0	0
Inventories, net	1,060,670,000	1,086,663,000
Other current assets	267,581,000	245,577,000
Total current assets	2,847,382,000	2,740,216,000
Property, plant and equipment, net	716,289,000	654,179,000
Goodwill	1,107,551,000	1,053,852,000	1,045,077,000
Intercompany receivables, noncurrent	0	0
Investment in consolidated subsidiaries	0	0
Other assets, net	365,511,000	362,711,000
Total assets	5,036,733,000	4,810,958,000	4,622,614,000
Accounts payable	612,092,000	616,900,000
Intercompany payables, current	0	0
Accrued liabilities	861,010,000	906,593,000
Debt due within one year	72,678,000	59,478,000
Deferred taxes	12,319,000	7,654,000
Total current liabilities	1,558,099,000	1,590,625,000
Long-term debt due after one year	1,127,619,000	869,116,000
Intercompany payables, noncurrent	0	0
Retirement obligations and other liabilities	473,894,000	456,742,000
Total liabilities	3,159,612,000	2,916,483,000
Total Flowserve Corporation shareholders’ equity	1,870,379,000	1,890,219,000
Noncontrolling interest	6,742,000	4,256,000
Total equity	1,877,121,000	1,894,475,000	2,278,230,000	2,113,033,000
Total liabilities and equity	5,036,733,000	4,810,958,000
Parent (Issuer) [Member]
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	29,086,000	2,609,000	150,308,000	211,507,000
Accounts receivable, net	0	0
Intercompany receivables, current	0	0
Inventories, net	0	0
Other current assets	1,879,000	1,967,000
Total current assets	30,965,000	4,576,000
Property, plant and equipment, net	0	0
Goodwill	0	0
Intercompany receivables, noncurrent	432,500,000	462,500,000
Investment in consolidated subsidiaries	2,579,701,000	2,321,597,000
Other assets, net	15,486,000	14,879,000
Total assets	3,058,652,000	2,803,552,000
Accounts payable	0	0
Intercompany payables, current	81,000	35,000
Accrued liabilities	12,874,000	11,610,000
Debt due within one year	40,000,000	25,000,000
Deferred taxes	0	0
Total current liabilities	52,955,000	36,645,000
Long-term debt due after one year	1,126,904,000	868,124,000
Intercompany payables, noncurrent	1,144,000	1,144,000
Retirement obligations and other liabilities	7,270,000	7,420,000
Total liabilities	1,188,273,000	913,333,000
Total Flowserve Corporation shareholders’ equity	1,870,379,000	1,890,219,000
Noncontrolling interest	0	0
Total equity	1,870,379,000	1,890,219,000
Total liabilities and equity	3,058,652,000	2,803,552,000
Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	0	0	0	0
Accounts receivable, net	263,594,000	255,164,000
Intercompany receivables, current	155,422,000	157,447,000
Inventories, net	371,172,000	382,360,000
Other current assets	144,551,000	123,152,000
Total current assets	934,739,000	918,123,000
Property, plant and equipment, net	220,072,000	204,032,000
Goodwill	715,722,000	671,858,000
Intercompany receivables, noncurrent	9,520,000	10,363,000
Investment in consolidated subsidiaries	1,850,998,000	1,604,462,000
Other assets, net	211,755,000	175,771,000
Total assets	3,942,806,000	3,584,609,000
Accounts payable	163,254,000	158,028,000
Intercompany payables, current	74,008,000	42,801,000
Accrued liabilities	293,012,000	314,162,000
Debt due within one year	5,000	5,000
Deferred taxes	0	0
Total current liabilities	530,279,000	514,996,000
Long-term debt due after one year	0	20,000
Intercompany payables, noncurrent	618,145,000	546,672,000
Retirement obligations and other liabilities	214,681,000	201,324,000
Total liabilities	1,363,105,000	1,263,012,000
Total Flowserve Corporation shareholders’ equity	2,579,701,000	2,321,597,000
Noncontrolling interest	0	0
Total equity	2,579,701,000	2,321,597,000
Total liabilities and equity	3,942,806,000	3,584,609,000
Nonguarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	334,718,000	301,643,000	187,048,000	346,072,000
Accounts receivable, net	891,733,000	848,560,000
Intercompany receivables, current	74,089,000	42,836,000
Inventories, net	689,498,000	704,303,000
Other current assets	121,151,000	120,458,000
Total current assets	2,111,189,000	2,017,800,000
Property, plant and equipment, net	496,217,000	450,147,000
Goodwill	391,829,000	381,994,000
Intercompany receivables, noncurrent	186,789,000	85,316,000
Investment in consolidated subsidiaries	0	0
Other assets, net	138,270,000	172,061,000
Total assets	3,324,294,000	3,107,318,000
Accounts payable	448,838,000	458,872,000
Intercompany payables, current	155,422,000	157,447,000
Accrued liabilities	555,124,000	580,821,000
Debt due within one year	32,673,000	34,473,000
Deferred taxes	12,319,000	7,654,000
Total current liabilities	1,204,376,000	1,239,267,000
Long-term debt due after one year	715,000	972,000
Intercompany payables, noncurrent	9,520,000	10,363,000
Retirement obligations and other liabilities	251,943,000	247,998,000
Total liabilities	1,466,554,000	1,498,600,000
Total Flowserve Corporation shareholders’ equity	1,850,998,000	1,604,462,000
Noncontrolling interest	6,742,000	4,256,000
Total equity	1,857,740,000	1,608,718,000
Total liabilities and equity	3,324,294,000	3,107,318,000
Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	0	0	0	0
Accounts receivable, net	0	0
Intercompany receivables, current	(229,511,000)	(200,283,000)
Inventories, net	0	0
Other current assets	0	0
Total current assets	(229,511,000)	(200,283,000)
Property, plant and equipment, net	0	0
Goodwill	0	0
Intercompany receivables, noncurrent	(628,809,000)	(558,179,000)
Investment in consolidated subsidiaries	(4,430,699,000)	(3,926,059,000)
Other assets, net	0	0
Total assets	(5,289,019,000)	(4,684,521,000)
Accounts payable	0	0
Intercompany payables, current	(229,511,000)	(200,283,000)
Accrued liabilities	0	0
Debt due within one year	0	0
Deferred taxes	0	0
Total current liabilities	(229,511,000)	(200,283,000)
Long-term debt due after one year	0	0
Intercompany payables, noncurrent	(628,809,000)	(558,179,000)
Retirement obligations and other liabilities	0	0
Total liabilities	(858,320,000)	(758,462,000)
Total Flowserve Corporation shareholders’ equity	(4,430,699,000)	(3,926,059,000)
Noncontrolling interest	0	0
Total equity	(4,430,699,000)	(3,926,059,000)
Total liabilities and equity	$ (5,289,019,000)	$ (4,684,521,000)

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Debt and Lease Obligations (Tables)

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Debt Including Capital Lease Obligations

Debt, including capital lease obligations, consisted of:

	December 31,
	2013		2012
	(Amounts in thousands)
4.00% Senior Notes due November 15, 2023, net of unamortized discount	$	298,615	$	—
3.50% Senior Notes due September 15, 2022, net of unamortized discount	498,289		498,124
Term Loan Facility, interest rate of 1.50% and 1.81% at December 31, 2013 and 2012, respectively	370,000		395,000
Capital lease obligations and other borrowings	33,393		35,470
Debt and capital lease obligations	1,200,297		928,594
Less amounts due within one year	72,678		59,478
Total debt due after one year	$	1,127,619	$	869,116

Schedule Maturities of the Senior Credit Facility as well as our Senior Notes and other debt

Scheduled maturities of the Senior Credit Facility (as described below), as well as our Senior Notes and other debt, are:

	Term Loan		Senior Notes and other debt		Total
	(Amounts in thousands)
2014	$	40,000	$	32,678	$	72,678
2015	45,000		715		45,715
2016	60,000		—		60,000
2017	60,000		—		60,000
2018	165,000		—		165,000
Thereafter	—		796,904		796,904
Total	$	370,000	$	830,297	$	1,200,297

Schedule of Future Minimum Lease Payments Due Under Non-cancelable Operating Leases

The future minimum lease payments due under non-cancelable operating leases are (amounts in thousands):

Year Ended December 31,
2014	$	54,109
2015	42,798
2016	32,659
2017	25,610
2018	19,954
Thereafter	47,022
Total minimum lease payments	$	222,152

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Pension and Postretirement Benefits

12 Months Ended

Dec. 31, 2013

Compensation and Retirement Disclosure [Abstract]

Retirement and Postretirement Benefits

PENSION AND POSTRETIREMENT BENEFITS

We sponsor several noncontributory defined benefit pension plans, covering substantially all U.S. employees and certain non-U.S. employees, which provide benefits based on years of service, age, job grade levels and type of compensation. Retirement benefits for all other covered employees are provided through contributory pension plans, cash balance pension plans and government-sponsored retirement programs. All funded defined benefit pension plans receive funding based on independent actuarial valuations to provide for current service and an amount sufficient to amortize unfunded prior service over periods not to exceed 30 years, with funding falling within the legal limits prescribed by prevailing regulation. We also maintain unfunded defined benefit plans that, as permitted by local regulations, receive funding only when benefits become due.

Our defined benefit plan strategy is to ensure that current and future benefit obligations are adequately funded in a cost-effective manner. Additionally, our investing objective is to achieve the highest level of investment performance that is compatible with our risk tolerance and prudent investment practices. Because of the long-term nature of our defined benefit plan liabilities, our funding strategy is based on a long-term perspective for formulating and implementing investment policies and evaluating their investment performance.

The asset allocation of our defined benefit plans reflect our decision about the proportion of the investment in equity and fixed income securities, and, where appropriate, the various sub-asset classes of each. At least annually, we complete a comprehensive review of our asset allocation policy and the underlying assumptions, which includes our long-term capital markets rate of return assumptions and our risk tolerances relative to our defined benefit plan liabilities.

The expected rates of return on defined benefit plan assets are derived from review of the asset allocation strategy, 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.

Our U.S. defined benefit plan assets consist of a balanced portfolio of primarily U.S. equity and fixed income securities. Our non-U.S. defined benefit plan assets include a significant concentration of United Kingdom ("U.K.") equity and fixed income securities. We monitor investment allocations and manage plan assets to maintain acceptable levels of risk. In addition, certain of our defined benefit plans hold investments in European equity and fixed income securities.

For all periods presented, we used a measurement date of December 31 for each of our U.S. and non-U.S. pension and postretirement medical plans.

U.S. Defined Benefit Plans 

We maintain qualified and non-qualified defined benefit pension plans in the U.S. The qualified plan provides coverage for substantially all full-time U.S. employees who receive benefits, up to an earnings threshold specified by the U.S. Department of Labor. The non-qualified plans primarily cover a small number of employees including current and former members of senior management, providing them with benefit levels equivalent to other participants, but that are otherwise limited by U.S. Department of Labor rules. The U.S. plans are designed to operate as "cash balance" arrangements, under which the employee has the option to take a lump sum payment at the end of their service. The total accumulated benefit obligation is equivalent to the total projected benefit obligation ("Benefit Obligation").

The following are assumptions related to the U.S. defined benefit pension plans:

	Year Ended December 31,
	2013		2012		2011
Weighted average assumptions used to determine Benefit Obligations:
Discount rate	4.50	%	3.75	%	4.50	%
Rate of increase in compensation levels	4.25		4.25		4.25
Weighted average assumptions used to determine net pension expense:
Long-term rate of return on assets	6.00	%	6.25	%	6.25	%
Discount rate	3.75		4.50		5.00
Rate of increase in compensation levels	4.25		4.25		4.25

At December 31, 2013 as compared with December 31, 2012, we increased our discount rate from 3.75% to 4.50% based on an analysis of publicly-traded investment grade U.S. corporate bonds, which had a higher yield due to current market conditions. At December 31, 2013 as compared with December 31, 2012 our average assumed rate of compensation increase remained constant at 4.25%. In determining 2013 expense, the expected rate of return on U.S. plan assets is slightly lower than 2012 at 6.00%, primarily based on our target allocations and expected long-term asset returns. The long-term rate of return assumption is calculated using a quantitative approach that utilizes unadjusted historical returns and asset allocation as inputs for the calculation.

Net pension expense for the U.S. defined benefit pension plans (including both qualified and non-qualified plans) was:

	Year Ended December 31,
	2013			2012			2011
	(Amounts in thousands)
Service cost	$	23,355		$	21,222		$	19,754
Interest cost	15,089			16,458			17,217
Expected return on plan assets	(19,952		)	(21,153		)	(21,692		)
Settlement and curtailment of benefits	(28		)	—			—
Amortization of unrecognized prior service benefit	(87		)	(1,238		)	(1,238		)
Amortization of unrecognized net loss	14,280			12,177			10,784
U.S. net pension expense	$	32,657		$	27,466		$	24,825

The estimated prior service benefit and the estimated net loss for the U.S. defined benefit pension plans that will be amortized from accumulated other comprehensive loss into pension expense in 2014 is $0.3 million and $8.3 million, respectively. We amortize estimated prior service benefits and estimated net losses over the remaining expected service period.

The following summarizes the net pension asset (liability) for U.S. plans:

	December 31,
	2013			2012
	(Amounts in thousands)
Plan assets, at fair value	$	410,462		$	380,342
Benefit Obligation	(405,812		)	(423,547		)
Funded status	$	4,650		$	(43,205	)

The following summarizes amounts recognized in the balance sheet for U.S. plans:

	December 31,
	2013			2012
	(Amounts in thousands)
Noncurrent assets	$	14,355		$	—
Current liabilities	(500		)	(475		)
Noncurrent liabilities	(9,205		)	(42,730		)
Funded status	$	4,650		$	(43,205	)

The following is a summary of the changes in the U.S. defined benefit plans’ pension obligations:

	2013			2012
	(Amounts in thousands)
Balance — January 1	$	423,547		$	387,131
Service cost	23,355			21,222
Interest cost	15,089			16,458
Actuarial (gain) loss	(22,356		)	21,960
Benefits paid	(33,823		)	(23,224		)
Balance — December 31	$	405,812		$	423,547
Accumulated benefit obligations at December 31	$	405,812		$	423,547

The following table summarizes the expected cash benefit payments for the U.S. defined benefit pension plans in the future (amounts in millions):

2014	$	34.4
2015	35.5
2016	36.7
2017	37.7
2018	39.1
2019-2023	203.7

The following table shows the change in accumulated other comprehensive loss attributable to the components of the net cost and the change in Benefit Obligations for U.S. plans, net of tax:

	2013			2012			2011
	(Amounts in thousands)
Balance — January 1	$	(90,270	)	$	(98,745	)	$	(95,258	)
Amortization of net loss	8,919			7,605			6,718
Amortization of prior service benefit	(54		)	(773		)	(771		)
Net gain (loss) arising during the year	26,312			1,643			(9,434		)
Settlement gain	(17		)	—			—
Balance — December 31	$	(55,110	)	$	(90,270	)	$	(98,745	)

Amounts recorded in accumulated other comprehensive loss consist of:

	December 31,
	2013			2012
	(Amounts in thousands)
Unrecognized net loss	$	(54,391	)	$	(89,612	)
Unrecognized prior service cost	(719		)	(658		)
Accumulated other comprehensive loss, net of tax	$	(55,110	)	$	(90,270	)

The following is a reconciliation of the U.S. defined benefit pension plans’ assets:

	2013			2012
	(Amounts in thousands)
Balance — January 1	$	380,342		$	349,986
Return on plan assets	39,749			45,716
Company contributions	24,194			7,864
Benefits paid	(33,823		)	(23,224		)
Balance — December 31	$	410,462		$	380,342

We contributed $24.2 million and $7.9 million to the U.S. defined benefit pension plans during 2013 and 2012, respectively. These payments exceeded the minimum funding requirements mandated by the U.S. Department of Labor rules. Our estimated contribution in 2014 is expected to be approximately $20 million, excluding direct benefits paid.

All U.S. defined benefit plan assets are held by the qualified plan. The asset allocations for the qualified plan at the end of 2013 and 2012 by asset category, are as follows:

	Target Allocation at December 31,				Percentage of Actual Plan Assets at December 31,
Asset category	2013		2012		2013		2012
U.S. Large Cap	19	%	28	%	20	%	28	%
U.S. Small Cap	4	%	4	%	4	%	4	%
International Large Cap	14	%	14	%	14	%	14	%
Emerging Markets	5	%	4	%	5	%	4	%
World Equity	8	%	0	%	8	%	0	%
Equity securities	50	%	50	%	51	%	50	%
Liability Driven Investment	40	%	0	%	39	%	0	%
Long-Term Government / Credit	10	%	21	%	10	%	21	%
Intermediate Bond	0	%	29	%	0	%	29	%
Fixed income	50	%	50	%	49	%	50	%
Other(1)	0	%	0	%	0	%	0	%

_______________________________________

(1) Less than 1% of holdings are in the Other category in 2013.

None of our common stock is directly held by our qualified plan. Our investment strategy is to earn a long-term rate of return consistent with an acceptable degree of risk and minimize our cash contributions over the life of the plan, while taking into account the liquidity needs of the plan. We preserve capital through diversified investments in high quality securities. Our current allocation target is to invest approximately 50% of plan assets in equity securities and 50% in fixed income securities. Within each investment category, assets are allocated to various investment strategies. A professional money management firm manages our assets, and we engage a consultant to assist in evaluating these activities. We periodically review the allocation target, generally in conjunction with an asset and liability study and in consideration of our future cash flow needs. We regularly rebalance the actual allocation to our target investment allocation.

Plan assets are invested in commingled funds and the individual funds are actively managed with the intent to outperform specified benchmarks. Our "Pension and Investment Committee" is responsible for setting the investment strategy and the target asset allocation, as well as selecting individual funds. As the qualified plan approached fully funded status, we implemented a Liability-Driven Investing ("LDI") strategy, which more closely aligns the duration of the assets with the duration of the liabilities. The LDI strategy will result in an asset portfolio that more closely matches the behavior of the liability, thereby protecting the funded status of the plan.

The plan’s financial instruments, shown below, are presented at fair value. See Note 1 for further discussion on how the hierarchical levels of the fair values of the Plan’s investments are determined. The fair values of our U.S. defined benefit plan assets were:

	At December 31, 2013								At December 31, 2012
			Hierarchical Levels								Hierarchical Levels
	Total		I		II		III		Total		I		II		III
	(Amounts in thousands)								(Amounts in thousands)
Cash and cash equivalents	$	—	$	—	$	—	$	—	$	82	$	82	$	—	$	—
Commingled Funds:
Equity securities
U.S. Large Cap(a)	81,004		—		81,004		—		106,886		—		106,886		—
U.S. Small Cap(b)	17,136		—		17,136		—		15,368		—		15,368		—
International Large Cap(c)	58,675		—		58,675		—		54,159		—		54,159		—
Emerging Markets(d)	19,772		—		19,772		—		15,535		—		15,535		—
World Equity(e)	34,069		—		34,069		—		—		—		—		—
Fixed income securities
Liability Driven Investment (f)	157,638		—		157,638		—		—		—		—		—
Long-Term Government/Credit(g)	39,308		—		39,308		—		80,567		—		80,567		—
Intermediate Bond(h)	—		—		—		—		107,745		—		107,745		—
Other types of investments:
Other(i)	2,860		—		2,860		—		—		—		—		—
	$	410,462	$	—	$	410,462	$	—	$	380,342	$	82	$	380,260	$	—

_______________________________________

(a) U.S. Large Cap funds seek to outperform the Russell 1000 (R) Index with investments in large and medium capitalization U.S. companies represented in the Russell 1000 (R) Index, which is composed of the largest 1,000 U.S. equities as determined by market capitalization.

(b) U.S. Small Cap funds seek to outperform the Russell 2000 (R) Index with investments in medium and small capitalization U.S. companies represented in the Russell 2000 (R) Index, which is composed of the smallest 2,000 U.S. equities as determined by market capitalization.

(c) International Large Cap funds seek to outperform the MSCI Europe, Australia, and Far East Index with investments in most of the developed nations of the world so as to maintain a high degree of diversification among countries and currencies.

(d) Emerging Markets funds represent a diversified portfolio that seeks high, long-term returns comparable to investments in emerging markets by investing in stocks from newly developed emerging market economies.

(e) World Equity funds seek to outperform the Russell Developed Large Cap Index Net over a full market cycle. The fund's goal is to provide a favorable total return relative to the benchmark, primarily through long-term capital appreciation.

(f) LDI funds seek to outperform the Barclays-Russell LDI Index by investing in high quality, mostly corporate bonds and fixed income securities that closely match those found in discount curves used to value the plan's liabilities.

(g) Long-Term Government/Credit funds seek to outperform the Barclays Capital U.S. Long-Term Government/Credit Index by generating excess return through a variety of diversified strategies in securities with longer durations, such as sector rotation, security selection and tactical use of high-yield bonds.

(h) Intermediate Bonds seek to outperform the Barclays Capital U.S. Aggregate Bond Index by generating excess return through a variety of diversified strategies in securities with short to intermediate durations, such as sector rotation, security selection and tactical use of high-yield bonds.

(i) Details have not been provided due to immateriality.

Non-U.S. Defined Benefit Plans

We maintain defined benefit pension plans, which cover some or all of our employees in the following countries: Austria, France, Germany, India, Indonesia, Italy, Japan, Mexico, The Netherlands, Sweden and the U.K. The assets in the U.K. (two plans) and The Netherlands (one plan) represent 97% of the total non-U.S. plan assets ("non-U.S. assets"). Details of other countries’ plan assets have not been provided due to immateriality.

The following are assumptions related to the non-U.S. defined benefit pension plans:

	Year Ended December 31,
	2013		2012		2011
Weighted average assumptions used to determine Benefit Obligations:
Discount rate	4.22	%	4.16	%	5.09	%
Rate of increase in compensation levels	3.83		3.84		3.56
Weighted average assumptions used to determine net pension expense:
Long-term rate of return on assets	5.49	%	5.78	%	6.13	%
Discount rate	4.16		5.09		5.13
Rate of increase in compensation levels	3.84		3.56		3.46

At December 31, 2013 as compared with December 31, 2012, we increased our average discount rate for non-U.S. plans from 4.16% to 4.22%based primarily on rates remaining steady in the Eurozone, U.K. and Venezuela while all other non-U.S. countries discount rates increased. To determine 2013 pension expense, we decreased our average expected rate of return on plan assets from 5.78% at December 31, 2012 to 5.49% at December 31, 2013, primarily as a result of our target asset allocations and expected long-term asset returns.As the expected rate of return on plan assets is long-term in nature, short-term market changes do not significantly impact the rate.

Many of our non-U.S. defined benefit plans are unfunded, as permitted by local regulation. The expected long-term rate of return on assets for funded plans was determined by assessing the rates of return for each asset class and is calculated using a quantitative approach that utilizes unadjusted historical returns and asset allocation as inputs for the calculation. We work with our actuaries to determine the reasonableness of our long-term rate of return assumptions by looking at several factors including historical returns, expected future returns, asset allocation, risks by asset class and other items.

Net pension expense for non-U.S. defined benefit pension plans was:

	Year Ended December 31,
	2013			2012			2011
	(Amounts in thousands)
Service cost	$	6,819		$	4,681		$	5,113
Interest cost	13,486			13,724			13,867
Expected return on plan assets	(9,200		)	(8,542		)	(8,382		)
Amortization of unrecognized net loss	6,650			4,020			2,172
Settlement and other	134			43			239
Non-U.S. net pension expense	$	17,889		$	13,926		$	13,009

The estimated net loss for the defined benefit pension plans that will be amortized from accumulated other comprehensive loss into non-U.S. pension expense in 2014 is $6.9 million. We amortize estimated net losses over the remaining expected service period or over the remaining expected lifetime of inactive participants for plans with only inactive participants.

The following summarizes the net pension liability for non-U.S. plans:

	December 31,
	2013			2012
	(Amounts in thousands)
Plan assets, at fair value	$	195,042		$	173,017
Benefit Obligation	(363,425		)	(340,348		)
Funded status	$	(168,383	)	$	(167,331	)

The following summarizes amounts recognized in the balance sheet for non-U.S. plans:

	December 31,
	2013			2012
\	(Amounts in thousands)
Noncurrent assets	$	52		$	—
Current liabilities	(9,048		)	(8,398		)
Noncurrent liabilities	(159,387		)	(158,933		)
Funded status	$	(168,383	)	$	(167,331	)

The following is a reconciliation of the non-U.S. plans’ defined benefit pension obligations:

	2013			2012
	(Amounts in thousands)
Balance — January 1	$	340,348		$	271,638
Service cost	6,819			4,681
Interest cost	13,486			13,724
Employee contributions	267			210
Plan amendments and other	1,573			2,114
Actuarial loss(1)	8,664			51,277
Net benefits and expenses paid	(16,491		)	(13,735		)
Currency translation impact(2)	8,759			10,439
Balance — December 31	$	363,425		$	340,348
Accumulated benefit obligations at December 31	$	340,223		$	316,667

_______________________________________

(1) The 2012 actuarial losses primarily reflect the impact of assumption changes in the Euro zone and U.K. plans for 2012.

(2) The currency translation impact reflects the weakening of the U.S. dollar exchange rate against our significant currencies, primarily the British pound and the Euro.

The following table summarizes the expected cash benefit payments for the non-U.S. defined benefit plans in the future (amounts in millions):

2014	$	16.9
2015	16.1
2016	16.8
2017	18.3
2018	19.5
2019-2023	107.8

The following table shows the change in accumulated other comprehensive loss attributable to the components of the net cost and the change in Benefit Obligations for non-U.S. plans, net of tax:

	2013			2012			2011
	(Amounts in thousands)
Balance — January 1	$	(76,197	)	$	(43,110	)	$	(38,819	)
Amortization of net loss	4,999			2,985			1,609
Net loss arising during the year	(6,091		)	(33,692		)	(6,763		)
Settlement loss	93			100			155
Prior service benefit arising during the year	137			32			191
Currency translation impact and other	(1,804		)	(2,512		)	517
Balance — December 31	$	(78,863	)	$	(76,197	)	$	(43,110	)

Amounts recorded in accumulated other comprehensive loss consist of:

	December 31,
	2013			2012
	(Amounts in thousands)
Unrecognized net loss	$	(77,379	)	$	(74,656	)
Unrecognized prior service cost	(1,484		)	(1,541		)
Accumulated other comprehensive loss, net of tax	$	(78,863	)	$	(76,197	)

The following is a reconciliation of the non-U.S. plans’ defined benefit pension assets:

	2013			2012
	(Amounts in thousands)
Balance — January 1	$	173,017		$	145,112
Return on plan assets	10,480			14,561
Employee contributions	267			210
Company contributions	22,695			20,270
Currency translation impact and other	5,074			6,599
Net benefits and expenses paid	(16,491		)	(13,735		)
Balance — December 31	$	195,042		$	173,017

Our contributions to non-U.S. defined benefit pension plans in 2014 are expected to be approximately $13 million, excluding direct benefits paid.

The asset allocations for the non-U.S. defined benefit pension plans at the end of 2013 and 2012 are as follows:

	Target Allocation at December 31,				Percentage of Actual Plan Assets at December 31,
Asset category	2013		2012		2013		2012
North American Companies	3	%	5	%	3	%	5	%
U.K. Companies	10	%	19	%	10	%	19	%
European Companies	4	%	6	%	4	%	6	%
Asian Pacific Companies	3	%	5	%	3	%	5	%
Global Equity	8	%	1	%	8	%	1	%
Equity securities	28	%	36	%	28	%	36	%
U.K. Government Gilt Index	28	%	21	%	28	%	21	%
U.K. Corporate Bond Index	21	%	19	%	21	%	19	%
Global Fixed Income Bond	20	%	22	%	20	%	22	%
Fixed income	69	%	62	%	69	%	62	%
Other	3	%	2	%	3	%	2	%

None of our common stock is held directly by these plans. In all cases, our investment strategy for these plans is to earn a long-term rate of return consistent with an acceptable degree of risk and minimize our cash contributions over the life of the plan, while taking into account the liquidity needs of the plan and the legal requirements of the particular country. We preserve capital through diversified investments in high quality securities.

Asset allocation differs by plan based upon the plan’s Benefit Obligation to participants, as well as the results of asset and liability studies that are conducted for each plan and in consideration of our future cash flow needs. Professional money management firms manage plan assets and we engage consultants in the U.K. and The Netherlands to assist in evaluation of these activities. The assets of the U.K. plans are overseen by a group of Trustees who review the investment strategy, asset allocation and fund selection. These assets are passively managed as they are invested in index funds that attempt to match the performance of the specified benchmark index. The assets of The Netherlands plan are independently managed by an outside service provider.

The fair values of the non-U.S. assets were:

	At December 31, 2013								At December 31, 2012
			Hierarchical Levels								Hierarchical Levels
	Total		I		II		III		Total		I		II		III
	(Amounts in thousands)								(Amounts in thousands)
Cash	$	189	$	189	$	—	$	—	$	261	$	261	$	—	$	—
Commingled Funds:
Equity securities
North American Companies(a)	6,459		—		6,459		—		8,527		—		8,527		—
U.K. Companies(b)	19,448		—		19,448		—		33,389		—		33,389		—
European Companies (c)	8,060		—		8,060		—		10,417		—		10,417		—
Asian Pacific Companies(d)	5,613		—		5,613		—		7,995		—		7,995		—
Global Equity(e)	16,046		—		16,046		—		1,895		—		1,895		—
Fixed income securities
U.K. Government Gilt Index(f)	55,078		—		55,078		—		35,614		—		35,614		—
U.K. Corporate Bond Index(g)	40,039		—		40,039		—		33,311		—		33,311		—
Global Fixed Income Bond(h)	38,335		—		38,335		—		37,476		—		37,476		—
Other(i)	5,775		—		—		5,775		4,132		—		—		4,132
	$	195,042	$	189	$	189,078	$	5,775	$	173,017	$	261	$	168,624	$	4,132

_______________________________________

(a) North American Companies represents U.S. and Canadian large cap equity index funds, which are passively managed and track their respective benchmarks (FTSE All-World USA Index and FTSE All-World Canada Index).

(b) U.K. Companies represents a U.K. equity index fund, which is passively managed and tracks the FTSE All-Share Index.

(c) European companies represents a European equity index fund, which is passively managed and tracks the FTSE All-World Developed Europe Ex-U.K. Index.

(d) Asian Pacific Companies represents Japanese and Pacific Rim equity index funds, which are passively managed and track their respective benchmarks (FTSE All-World Japan Index and FTSE All-World Developed Asia Pacific Ex-Japan Index).

(e) Global Equity represents actively managed, global equity funds taking a top-down strategic view on the different regions by analyzing companies based on fundamentals, market-driven, thematic and quantitative factors to generate alpha.

(f) U.K. Government Gilt Index represents U.K. government issued fixed income investments which are passively managed and track the respective benchmarks (FTSE U.K. Gilt Index-Linked Over 5 Years Index, FTSE U.K. Gilt Over 15 Years Index and FTSE U.K. Gilt Index-Linked Over 25 Years Index).

(g) U.K. Corporate Bond Index represents U.K. corporate bond investments, which are passively managed and track the iBoxx Over 15 years £ Non-Gilt Index.

(h) Global Fixed Income Bond represents mostly European fixed income investment funds that are actively managed, diversified and primarily invested in traditional government bonds, high-quality corporate bonds, asset backed securities, emerging market debt and high yield corporates.

(i) Includes assets held by plans outside the U.K. and The Netherlands. Details, including Level III rollforward details, have not been provided due to immateriality.

Defined Benefit Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets

The following summarizes key pension plan information regarding U.S. and non-U.S. plans whose accumulated benefit obligations exceed the fair value of their respective plan assets. The decrease in 2013 is primarily due to exclusion of the U.S. Qualified Plan which has a net asset position at December 31, 2013.

	December 31,
	2013		2012
	(Amounts in thousands)
Benefit Obligation	$	367,460	$	758,296
Accumulated benefit obligation	346,684		738,357
Fair value of plan assets	189,827		549,300

Postretirement Medical Plans

We sponsor several 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 and health maintenance organizations. The plans include participant contributions, deductibles, co-insurance provisions and other limitations and are integrated with Medicare and other group plans. We fund the plans as benefits and health maintenance organization premiums 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. Benefits under our postretirement medical plans are not available to new employees or most existing employees.

The following are assumptions related to postretirement benefits:

	Year Ended December 31,
	2013		2012		2011
Weighted average assumptions used to determine Benefit Obligation:
Discount rate	4.00	%	3.25	%	4.25	%
Weighted average assumptions used to determine net expense:
Discount rate	3.25	%	4.25	%	4.75	%

The assumed ranges for the annual rates of increase in medical costs used to determine net expense were 7.5% for 2013, 8.0% for 2012 and 8.5% for 2011, with a gradual decrease to 5.0% for 2032 and future years.

Net postretirement benefit income for postretirement medical plans was:

	Year Ended December 31,
	2013			2012			2011
	(Amounts in thousands)
Service cost	$	6		$	11		$	12
Interest cost	1,066			1,462			1,782
Amortization of unrecognized prior service benefit	—			(41		)	(1,558		)
Amortization of unrecognized net gain	(1,280		)	(1,542		)	(1,463		)
Net postretirement benefit income	$	(208	)	$	(110	)	$	(1,227	)

No estimated prior service benefit or cost is expected to be amortized from accumulated other comprehensive loss into U.S. pension expense in 2014. The estimated net gain for postretirement medical plans that will be amortized from accumulated other comprehensive loss into U.S. expense in 2014 is $1.4 million.

The following summarizes the accrued postretirement benefits liability for the postretirement medical plans:

	December 31,
	2013			2012
	(Amounts in thousands)
Postretirement Benefit Obligation	$	31,477		$	34,967
Funded status	$	(31,477	)	$	(34,967	)

The following summarizes amounts recognized in the balance sheet for postretirement Benefit Obligation:

	December 31,
	2013			2012
	(Amounts in thousands)
Current liabilities	$	(4,013	)	$	(4,250	)
Noncurrent liabilities	(27,464		)	(30,717		)
Funded status	$	(31,477	)	$	(34,967	)

The following is a reconciliation of the postretirement Benefit Obligation:

	2013			2012
	(Amounts in thousands)
Balance — January 1	$	34,967		$	35,045
Service cost	6			11
Interest cost	1,066			1,462
Employee contributions	2,151			2,126
Medicare subsidies receivable	789			500
Actuarial (gain) loss	(857		)	2,213
Net benefits and expenses paid	(6,645		)	(6,390		)
Balance — December 31	$	31,477		$	34,967

The following presents expected benefit payments for future periods (amounts in millions):

	Expected Payments		Medicare Subsidy
2014	$	4.1	$	0.2
2015	3.9		0.2
2016	3.6		0.2
2017	3.4		0.2
2018	3.1		0.2
2019-2023	11.1		0.9

The following table shows the change in accumulated other comprehensive loss attributable to the components of the net cost and the change in Benefit Obligations for postretirement benefits, net of tax:

	2013			2012			2011
	(Amounts in thousands)
Balance — January 1	$	4,710		$	7,081		$	7,793
Amortization of net gain	(800		)	(963		)	(911		)
Amortization of prior service benefit	—			(26		)	(971		)
Net gain (loss) arising during the year	535			(1,382		)	1,170
Balance — December 31	$	4,445		$	4,710		$	7,081

Amounts recorded in accumulated other comprehensive loss consist of:

	December 31,
	2013		2012
	(Amounts in thousands)
Unrecognized net gain	$	4,445	$	4,710
Accumulated other comprehensive income, net of tax	$	4,445	$	4,710

We made contributions to the postretirement medical plans to pay benefits of $3.7 million in 2013, $3.8 million in 2012 and $3.9 million in 2011. Because the postretirement medical plans are unfunded, we make contributions as the covered individuals’ claims are approved for payment. Accordingly, contributions during any period are directly correlated to the benefits paid.

Assumed health care cost trend rates have an effect on the amounts reported for the postretirement medical plans. A one-percentage point change in assumed health care cost trend rates would have the following effect on the 2013 reported amounts (in thousands):

	1% Increase		1% Decrease
Effect on postretirement Benefit Obligation	$	207	$	(221	)
Effect on service cost plus interest cost	6		(6		)

Defined Contribution Plans

We sponsor several defined contribution plans covering substantially all U.S. and Canadian employees and certain other non-U.S. employees. Employees may contribute to these plans, and these contributions are matched in varying amounts by us, including opportunities for discretionary matching contributions by us. Defined contribution plan expense was $20.0 million in 2013, $19.3 million in 2012 and $17.8 million in 2011.

Effective January 1, 2013, our common stock is no longer an investment option. Prior to 2013, participants in the U.S. defined contribution plan had the option to invest in our common stock, therefore, the plan assets prior to 2013 include such holdings of our common stock. Participants with existing holdings of our stock on the effective date are able to maintain their holdings until such time as they are reallocated within the plan by the participant or taken as a distribution by the participant.