UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

Specialized Disclosure Report

THE MIDDLEBY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

1400 Toastmaster Drive

Elgin, Illinois 60120

(Address of Principal Executive Offices) (Zip Code)

Jacob Joseph

The Middleby Corporation

(847) 741-3300

(Name and telephone number, including area code of the

person to contact in connection with this report)

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:

xRule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2018.

Section 1 — Conflict Minerals Disclosure

Item 1.01              Conflict Minerals Disclosure and Report.

Conflict Minerals Disclosure

A copy of The Middleby Corporation’s Conflict Minerals Report for the reporting period from January 1 to December 31, 2018, is provided as Exhibit 1.01 hereto and is publicly available on its website (www.middleby.com) under Investor Relations.

Item 1.02              Exhibit

As specified in Section 2, Item 2.01 of this Form SD, the company is hereby filing its Conflict Minerals Report as Exhibit 1.01 to the Form SD.

Section 2 - Exhibits

Item 2.01              Exhibits

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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 duly authorized undersigned.

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Exhibit 1.01

The Middleby Corporation

Conflict Minerals Report

For the year ended December 31, 2018

This report for the year ended December 31, 2018 is presented to comply with Section 13(p) of the Securities Exchange Act of 1934 and Rule 13p-1 (the Rule) and Form SD thereunder.  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 (together with gold, 3TG) for the purposes of this assessment. These requirements apply to registrants, regardless of the geographic origin of the conflict minerals and whether or not they fund armed conflict.  This Conflict Minerals Report has not been audited by an independent private sector auditor.

If a registrant can establish that the conflict minerals in its products originated from sources other than the Democratic Republic of the Congo (DRC) or an adjoining country, or from recycled and scrap sources, the registrant must submit a specialized disclosure report under Form SD that describes the steps that the registrant took to determine the origin of the conflict minerals in its products.

If a registrant has reason to believe that any of the conflict minerals in its supply chain may have originated in the DRC or an adjoining country, (collectively, the Conflict Region), or if the registrant is unable to determine the country of origin of those conflict minerals, then the registrant must exercise due diligence on the conflict minerals’ source and chain of custody, and the registrant must annually submit a Conflict Minerals Report to the SEC that includes a description of those due diligence measures.

1)             Company Overview

The Middleby Corporation (Middleby or the company), through its operating subsidiary Middleby Marshall Inc. and its subsidiaries, is a leader in the design, manufacture, marketing, distribution and service of a broad line of (i) cooking and warming equipment used in all types of commercial restaurants and institutional kitchens, (ii) food preparation, cooking, baking, chilling and packaging equipment for food processing operations, and (iii) premium kitchen equipment including ranges, ovens, refrigerators, ventilation and dishwashers primarily used in the residential market.

Founded in 1888 as a manufacturer of baking ovens, Middleby Marshall Oven Company was acquired in 1983 by TMC Industries Ltd., a publicly traded company that changed its name in 1985 to The Middleby Corporation. The company has established itself as a leading provider of (i) commercial restaurant equipment, (ii) food processing equipment and (iii) residential kitchen equipment, as a result of its acquisition of industry leading brands and through the introduction of innovative products within each of these segments.

2)             Products Overview

a)             Commercial restaurant equipment

The products offered by this group include conveyor ovens, combi-ovens, convection ovens, baking ovens, proofing ovens, deck ovens, speed cooking ovens, hydrovection ovens, ranges, fryers, rethermalizers, steam cooking equipment, food warming equipment, catering equipment, heated cabinets, charbroilers, ventless cooking systems, kitchen ventilation, induction cooking equipment, countertop cooking equipment, toasters, griddles, charcoal grills, professional mixers, stainless steel fabrication, custom millwork, professional refrigerators, blast chillers, coldrooms, ice machines, freezers, and soft serve, ice cream, coffee, and beverage dispensing equipment.

The commercial foodservice equipment is marketed under a portfolio of fifty-one brands, including Anets®, Bear Varimixer®, Beech®, Blodgett®, Blodgett Combi®, Blodgett Range®, Bloomfield®, Britannia®, CTX®, Carter-Hoffmann®, Celfrost®, Concordia®, CookTek®, Crown®, Desmon®, Doyon®, Eswood®, EVO®, Firex®, Follett®, Frifri®, Giga®, Globe®, Goldstein®, Holman®, Houno®, IMC®, Induc®, Jade®, JoeTap®, Josper®, L2F®, Lang®, Lincat®, MagiKitch’n®, Market Forge®, Marsal®, Middleby Marshall®, MPC®, Nieco®, Nu-Vu®, PerfectFry®, Pitco®, QualServ®, Southbend®, Star®, Sveba Dahlen®, Taylor®, Toastmaster®, TurboChef®, Wells® and Wunder-Bar®.

b)             Food processing equipment

The products offered by this group include a wide array of cooking and baking solutions, including batch ovens, baking ovens, proofing ovens, conveyor belt ovens, continuous processing ovens, frying systems and automated thermal processing systems. The company also provides a comprehensive portfolio of complementary food preparation equipment such as grinders, slicers, reduction and emulsion systems, mixers, blenders, battering equipment, breading equipment, seeding equipment, water cutting systems, food presses, food suspension equipment, filling and depositing solutions and forming equipment, as well as a variety of automated loading and unloading systems, food safety, food handling, freezing, defrosting and packaging equipment. This portfolio of equipment can be integrated to provide customers a highly efficient and customized solution.

The food processing equipment is marketed under a portfolio of twenty-one brands, including Alkar®, Armor Inox®, Auto-Bake®, Baker Thermal Solutions®, Burford®, Cozzini®, CVP Systems®, Danfotech®, Drake®, Emico®, Glimek®, Hinds-Bock®, Maurer-Atmos®, MP Equipment®, M-TEK®, RapidPak®, Scanico®, Spooner Vicars®, Stewart Systems®, Thurne® and Ve.Ma.C®.

c)              Residential kitchen equipment

The Residential Kitchen Equipment Group manufactures, sells and distributes kitchen equipment for the residential market. Principal product lines of this group are ranges, cookers, stoves, ovens, refrigerators, dishwashers, microwaves, cooktops, wine coolers, ice machines, ventilation equipment and outdoor equipment.

These products are sold and marketed under a portfolio of eighteen brands, including AGA®, AGA Cookshop®, Brigade®, EVO®, Fired Earth®, Heartland®, La Cornue®, Leisure Sinks®, Lynx®, Marvel®, Mercury®, Rangemaster®, Rayburn®, Redfyre®, Sedona®, Stanley®, TurboChef®, U-Line® and Viking®.

3)             Supply Chain Overview

The company’s business depends on an extensive global network of suppliers to provide the materials, parts and services to make its final products. As a downstream company, generally there are multiple tiers between the company and its suppliers and the source of raw materials that enter the manufacturing process. The composition of the company’s supply chain makes it challenging to identify the origin of 3TG used in its products. Therefore, the company must rely on its direct suppliers to work with upstream suppliers to provide accurate information (e.g., through the reasonable country of origin inquiry described below) about the origin of 3TG in the materials and parts that the company purchases.

4)             Reasonable Country of Origin Inquiry (“RCOI”) and RCOI Conclusion

Based on an analysis of its products, the company determined that its products contain 3TG necessary to the functionality or production of those products. Therefore, the company is subject to the reporting obligations of the Rule.

Due to the breadth and complexity of the company’s products and the size and complexity of its supply chain, it is difficult to identify those sources upstream from our direct suppliers.

After conducting a good faith RCOI, the company did not have sufficient information from its suppliers or other sources to determine whether the conflict minerals contained in its products originated in the Conflict Region or are from recycled or scrap sources.  As a result, the company conducted due diligence and developed a conflict minerals program.

5)             Design of Conflict Minerals Program

The company has established a conflict minerals program to conduct due diligence on the source and chain of custody of the necessary 3TG contained in the company’s products. The company’s due diligence program has been designed to conform, in all material respects, with the internationally recognized framework presented by The Organisation for Economic Co-operation and Development (OECD) in the publication OECD (2013) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Second Edition and the related supplements for 3TG (OECD Guidance).

6)             Due Diligence Steps Performed

The due diligence steps performed by the company are set forth below according to the five-step framework established by the OECD Guidance:

Step One:  Establish Strong Company Management Systems

·                        The company’s policy with respect to the sourcing of conflict minerals can be found at www.middleby.com, under the heading “Investors”. The content of any the company’s website is referenced in this report for general information only and is not incorporated by reference in this report.

·                        The company has in place a management structure to support supply chain due diligence related to conflict minerals. This includes an executive steering committee led by the global supply chain executive and the director of financial reporting, which are responsible for the company’s due diligence strategy, as well as reporting under the Rule.

·                        The company has contracted with a third-party service provider to assist with the supplier outreach processes.

·                        The company is following its established records retention policy, which requires it to maintain records related to SEC filings such as the conflict minerals reporting for a specified number of years.

·                        The company’s senior management is briefed about the company’s practices with respect to 3TG due diligence.

Step Two:  Identify and Assess Risks in the Supply Chain

Middleby does not directly source any conflict minerals that may be used in the products it manufactures or contracts to manufacture. Therefore, the company must rely solely on its upstream supply chain to assist with the required due diligence efforts. Accordingly, the company implemented the following measures as part of its due diligence program related to conflict minerals:

·                  Compiled a list of suppliers that provide raw materials and components used in the manufacturing of all Middleby products and determined to be in-scope for regulatory purposes (i.e., provided raw materials and components that may include conflict minerals) was compiled by Middleby’s Supply Chain Department;

·                  Contacted the identified suppliers and, using the Responsible Mineral Initiative’s (RMI) Conflict Minerals Reporting Template, requested from those suppliers confirmation of the presence of conflict minerals in the raw materials or components they supplied to Middleby and information regarding the origin of those minerals;

·                  Established an initial deadline for suppliers to provide the requested information and documentation;

·                  Performed follow-up with unresponsive suppliers to request compliance with its requests for information and documentation;

·                  Reviewed and analyzed information on smelters or refiners contained in the responses by comparing the reported smelters and refiners to the RMI’s Conflict-Free Smelter Program list;

·                  Identified suppliers that appear to require further due diligence on the source and chain of custody of the necessary conflict minerals provided to Middleby; and

·                  Followed up with suppliers, and performed additional due diligence on the supply chain of suppliers, that:

·            Reported potentially sourcing conflict minerals from the Conflict Region; or

·            Provided data indicating sourcing or potentially sourcing from a mine located in the Conflict Region; or

·            Did not provide full information in response to the company’s inquiries.

Step Three:  Design and Implement a Strategy to Respond to Identified Risks

·                  The company has a risk management plan to address concerns that a supplier may be providing components that contain 3TG sourced from the Conflict Region.

·                  If a supplier indicates that it directly or indirectly sources 3TG from the Conflict Region, the company requests additional information from such supplier. If a supplier is confirmed to provide materials for company products that contain 3TG sourced from the Conflict Region, the company program risk management procedures allow for mitigation steps, including conducting a review with the program managers from the affected business segments to determine appropriate next steps.

·                  During 2018, Middleby did not identify any instance where it was necessary to implement risk mitigation efforts, temporarily suspend its relationship or disengage with a member of the Supplier Group.

Step Four:  Carry out Independent Third-Party Audit of Smelter/Refiner’s Due Diligence Practices

As Middleby does not directly source any conflict minerals used in its products, the company did not engage in any third-party audits of smelters or refiners that may be in its supply chain. However, the company continues to support the RMI’s efforts to influence smelters and refiners to become certified through its Conflict-Free Smelter Program and encourages its upstream suppliers to utilize these certified smelters and refiners when sourcing conflict minerals.

Step Five:   Report Annually on Supply Chain Due Diligence

A copy of this Conflict Minerals Report, along with a copy of the company’s Conflict Minerals Policy, is available on the company’s website at www.middleby.com under the heading “Investor Relations.”

7)             Due Diligence Results

As a result of the company’s due diligence for the year ended December 31, 2018, Middleby was unable to determine the origin of all of the conflict minerals contained in its products or whether such conflict minerals directly or indirectly financed or benefited armed groups in the Conflict Region.

Due to the breadth and complexity of the company’s products and the size and complexity of the company’s supply chain, it will take additional time and resources for many of the company’s suppliers to verify the origin of the minerals contained in the materials that they supply to us, and they may not be successful in their efforts.  Even then, Middleby’s due diligence measures can provide only reasonable, not absolute, assurance regarding the source and chain of custody of the necessary conflict minerals.

As discussed throughout this report, the most difficult challenge is identifying and obtaining reliable and useful information from upstream suppliers with which Middleby may not have a relationship.  Because information generally has been provided at a company or divisional level and has not been tied to the company’s specific products, the company has not obtained sufficient information to identify the facilities that sourced 3TG included in the company’s products, or to identify the country of origin of such 3TG.  While some survey responses identified suppliers within the Supplier Group that indicated they used smelters or mines from the Conflict Region, those responses stated that those suppliers sourced from multiple smelters and mines, and also did not disclose a full product line that would enable the company to tie a specific mine to one of its products.

Annex A hereto contains a list of known smelters that may be in our supply chain for the products we manufacture or contract to manufacture. Such smelters have been recognized in the RMI’s Conflict-Free Smelter Program list.

8)             Steps to be Taken to Mitigate Risk

Middleby continues to look for ways to improve its conflict minerals due diligence process and to mitigate any risk that conflict minerals in its products could benefit armed groups in the Conflict Region. Specifically, the company is undertaking, and will continue to undertake, the following steps:

·                  Engage unresponsive suppliers with a view toward obtaining additional information regarding those suppliers that have not responded to requests for conflict minerals information, ultimately seeking to have responses from suppliers detailing:

·            the use of necessary conflict minerals in the materials or components they supply to the company;

·            the country of origin of those conflict minerals;

·            the use of scrap or recycled sources in those conflict minerals; and

·            the source and chain of custody of those conflict minerals originating in the Conflict Region and not obtained from scrap or recycled sources;

·                  Engage those suppliers that have responded to the company’s request for conflict mineral information, but where the responses received were incomplete or had inconsistencies within the data the supplier reported in the RMI Conflict Minerals Reporting Template;

·                  Continue to define our third party service provider’s role in the gathering and processing of the information required for the RCOI and due diligence processes;

·                  Work with upstream suppliers to educate them on the necessary processes they need to undertake in order to allow them to assist the company in performing the due diligence under the OECD Guidance;

·                  Review supplier contracts in an effort to determine the inclusion of specific language on the use of conflict minerals in the materials or components supplied to Middleby; and

·                  Continue developing a strategy for mitigating the risk that the conflict minerals in the company’s supply chain may have originated from the Conflict Region.

Forward-Looking Statements

Certain statements in this Conflict Minerals Report are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on current expectations, estimates and projections about Middleby’s business. Forward-looking statements by their nature address matters that are, to different degrees, uncertain and often contain words such as “may,” “could,” “expect,” “plan,” “seek,”  “believe,” “predict,” “potential” or “continue.” These statements are not guarantees of future performance and involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this Conflict Minerals Report. Such forward-looking statements speak only as of the date on which they are made and Middleby does not undertake any obligation to update any forward-looking statements to reflect events or circumstances after the date of this Conflict Minerals Report. These forward-looking statements should be considered in the light of the information included in this report and the company’s other filings with the SEC, including, without limitation, the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2018.

Annex A

The following is a list of known smelters that may be in our supply chain for the products we manufacture or contract to manufacture. Such smelters have been recognized in the CFSI’s Conflict-Free Smelter Program list.