UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form SD

SPECIALIZED DISCLOSURE REPORT

Flowserve Corporation

(Exact Name of Registrant as Specified in Charter)

(972) 443-6500

(Registrant’s telephone number, including area code)

N/A

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

Item 1.01. Conflict Minerals Disclosure and Report.

Conflict Minerals Disclosure

A copy of the Flowserve Corporation (the “Company”) Conflict Minerals Report is provided as Exhibit 1.01 hereto and is publicly available at https://www.flowserve.com/en/more/about-company/conflict-minerals-policy as well as the SEC’s EDGAR database at www.sec.gov.

Item 1.02. Exhibit

The Conflict Minerals Report required by Item 1.01 is filed as Exhibit 1.01 to this Form SD.

SECTION 2 – EXHIBITS

Item  2.01. Exhibits

Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 1.01

Flowserve Corporation

Conflict Minerals Report

For The Year Ended December 31, 2019

This report for the year ended December 31, 2019 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). The Rule was adopted by the Securities and Exchange Commission (“SEC”) to implement reporting and disclosure requirements related to Conflict Minerals as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”). The Rule imposes certain reporting obligations on SEC registrants whose manufactured products contain Conflict Minerals which are necessary to the functionality or production of their products.

Conflict Minerals are defined as cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which are limited to tin, tantalum and tungsten (“Conflict Minerals”) (3TG). These requirements apply to all registrants that have Conflict Minerals that are essential to the functionality or production of their products whatever the geographic origin of the Conflict Minerals and whether or not they fund armed conflict.

1.        Company Overview

This report has been prepared by management of Flowserve Corporation (herein referred to as “Flowserve,” “the Company,” “we,” “us,” or “our”). The information includes the activities of all majority-owned subsidiaries and variable interest entities that are required to be consolidated under U.S. generally accepted accounting principles.

Flowserve is 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 industries markets where our products and services add value. Our principal products are sold through two business segments:

Supply Chain

We manufacture a wide range of products that contain Conflict Minerals, but we do not purchase ore or unrefined Conflict Minerals from mines and generally are many steps removed in the supply chain from the mining of these minerals. As a result, we rely on suppliers for various components and parts that contain Conflict Minerals that are utilized in the assembly of our products. Due to the size of our Company, the complexity of our products, and our location in the supply chain being many steps downstream from miners and smelters, we must rely on our direct suppliers to provide information on the origin of the Conflict Minerals contained in the components and parts supplied to us – including sources of Conflict Minerals that are supplied to them from their suppliers. Further, many of our suppliers are not SEC registrants subject to the reporting requirements of the Rule and as a result, have immature Conflict Minerals programs. As a result of this complexity, we conducted a survey of the suppliers that focused not only on those who represented the majority of our expenditures in 2019, but also focused on suppliers where the nature of the component, or the location of the supplier, indicated that those components had a higher probability to contain Conflict Minerals.

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Flowserve undertook the following measures to perform a country of origin inquiry on its Conflict Minerals:

The above efforts led to a response rate of 12%. While this response rate is a decrease over 2018, we contacted significantly more suppliers in 2019 than we did in 2018. This increase in suppliers contacted, combined with the ongoing effects of the COVID-19 pandemic and its disruption to our global supply chain, resulted in a lower than expected overall response rate for 2019. Despite these challenges, we focused on obtaining responses from our largest suppliers, which is reflected in the spend coverage. The suppliers that responded captured over 41% of the relevant spend, up from 30% in 2018.

As a result of the reasonable country of origin inquiry, we are unable to determine the origin of the Conflict Minerals in our products and therefore cannot exclude the possibility that some may have originated in the Covered Countries. For that reason, we performed additional due diligence and are required under the Rule to submit to the SEC this Conflict Minerals Report (CMR).

Conflict Minerals Policy:

Flowserve culture is centered on ethics, integrity and trust. Our values drive how we treat each other, our customers, suppliers, partners and even our competitors. By combining uncompromising character, transparent business behavior, mutual respect, and world-class products and services, we seek to build an enduring culture that creates satisfied customers, engaged employees and sustainable, profitable growth. As a result, our ethical business culture supports global efforts to assist in the eradication of Human Rights abuses in the Democratic Republic of Congo (DRC) and adjoining countries, where the mining of certain minerals has partially financed the long-standing conflict in this region.

Flowserve supports the objectives and intent of this Conflict Minerals legislation. Additionally, we are committed to working toward a conflict free supply chain by implementing a management program integrated with our policies and processes to align our worldwide suppliers with this policy. Our Conflict Minerals program is addressed in our Supplier Code of Business Conduct, our Terms and Conditions with suppliers, and our Purchase Order requirements.

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For additional information about our commitment to responsible sourcing and for our full Conflict Minerals policy, please visit our website at: http://www.flowserve.com/About-Flowserve/Corporate-Information/Conflict-Minerals-Policy

Our due diligence measures have been designed to conform, with the framework in The Organization for Economic Co-operation and Development (OECD) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (Third edition, 2016) (OECD Guidance) and the related Supplement on Tin, Tantalum, and Tungsten and the Supplement on Gold.

As described above, Flowserve has adopted a company policy which is posted on our website. Additionally, as part of our management system for Conflict Minerals, Flowserve has established a cross functional internal task force, realigned active management resources, and created a position that is responsible for managing the Conflict Minerals Program and requirements at Flowserve. A senior Flowserve executive, supported by a senior Flowserve lawyer, has oversight responsibility for Flowserve’s Conflict Minerals task force. This management team is responsible for implementing the Conflict Minerals management systems and communicating them throughout the organization and our business segments. The team is comprised of subject matter experts from relevant functional areas such as supply chain, engineering, communications, legal and business integrity and compliance. Senior management and the Board of Directors are briefed about our management systems and due diligence efforts on an annual basis.

Because of our size, the complexity of our products, and the depth, breadth, and constant evolution of our supply chain, it is difficult to identify actors upstream from our direct suppliers. Accordingly, we participate in a number of industry-wide initiatives to leverage information and common process. Further, as discussed above, we conducted an analysis of our supply base, and identified and performed additional diligence on suppliers that supply products that may contain Conflict Minerals and continued to contact unresponsive suppliers. We also monitor and track suppliers that may not meet the requirements set forth in our Conflict Minerals Policy to determine their progress in meeting those requirements.

With respect to those products we manufacture or cause to be manufactured, Flowserve seeks to implement the following steps to mitigate the risk that necessary Conflict Minerals benefit armed groups:

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Flowserve does not have a direct relationship with smelters and refiners, nor do we perform direct audits of these entities that potentially provide our supply chain with Conflict Minerals. However, we do rely upon industry efforts to influence smelters and refineries to get audited and certified through RMI’s Responsible Minerals Assurance Process (RMAP).

In addition to this report, see our website at https://www.flowserve.com/en/more/about-company/conflict-minerals-policy for our full Conflict Minerals policy.

Survey Responses

Responses included the names of 452 entities listed by our suppliers as smelters or refiners, based on our due diligence to-date and information available from public sources, the Company believes that only 300 of the entities identified by our suppliers are engaged in smelting and/or refining activities. See Appendix A. Approximately 78% (or 235) of the 300 entities were identified as certified compliant using the RMI Reporting Template Revisions 5.11. We compared the names of smelters or refiners to the RMI list of smelters and where a supplier indicated that the facility was certified as compliant, we ensured that the name was listed by RMI. The final comparison was done utilizing the certified smelter listings from May 19, 2019.

The large majority of our suppliers who responded provided data at the company or divisional level, as described above, and, as such, we were unable to specify the smelters or refiners used for components supplied to Flowserve. We are therefore unable to determine whether any of the Conflict Minerals reported by the suppliers were contained in components or parts supplied to us or to validate that any of these smelters or refiners are actually in our supply chain.

Efforts to determine mine or location of origin

Through our participation in RMI, the OECD implementation programs, and requesting our suppliers to complete the template, we have determined that seeking information from our suppliers and their diligence with their sub-suppliers about Conflict Minerals smelters and refiners in our supply chain represents the most reasonable effort to determine the mines or locations of origin of the Conflict Minerals in our supply chain.

Smelters or Refiners

To date, Flowserve has received very limited information regarding smelters and/or refiners involved in the Company’s supply chain, as well as the origin of any materials they may potentially produce for Flowserve’s suppliers. The majority of our suppliers were unable to represent and/or confirm to us that Conflict Minerals from entities that are smelters and refiners had actually been included in components such suppliers supplied to Flowserve. Again, this reality is principally due to the fact that our suppliers provided data at a company or divisional level, and, not specific to the products such suppliers produce for Flowserve.

Appendix A, as attached, contains a list of smelters and refiners that Flowserve suppliers identified as being present in their supply chains that we believe may have processed 3TG contained in materials supplied to the Company. While our suppliers have provided names of additional entities to those listed in Appendix A, our review process remains ongoing related to the determination of whether they are smelters or refiners for Conflict Minerals relevant to our products.

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We are uncertain of the Conflict Mineral status of the products that we manufacture that are subject to the reporting obligations of Rule 13p-1, because we have been unable to determine the origin of the Conflict Minerals they contain or to determine whether they come from recycled or scrap sources; the facilities used to process them; their country of origin; or their mine or location of origin. This said, however, Flowserve will continue due diligence efforts going forward.

We intend to take the following steps to improve the due diligence conducted to further mitigate any risk that the necessary Conflict Minerals in our products could benefit armed groups in the DRC or adjoining countries:

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APPENDIX A

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