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United States securities and exchange commission logo
September 22, 2023
Bryan Mittelman
Chief Financial Officer
The Middleby Corporation
1400 Toastmaster Drive
Elgin, Illinois 60120
Re: The Middleby
Corporation
Form 10-K For
Fiscal Year Ended December 31, 2022
Filed March 1, 2023
File No. 001-09973
Dear Bryan Mittelman:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K Filed March 1, 2023
General
1. We note that you
provided more expansive disclosure in your 2021 Sustainability Report
than you provided in
your SEC filings. Please advise us what consideration you gave to
providing the same type
of climate-related disclosure in your SEC filings as you provided
in your 2021
Sustainability Report.
Bryan Mittelman
FirstName LastNameBryan
The Middleby Corporation Mittelman
Comapany 22,
September NameThe
2023 Middleby Corporation
September
Page 2 22, 2023 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
27
2. To the extent material, discuss the indirect consequences of
climate-related regulation or
business trends, such as the following:
decreased demand for goods or services that produce significant
greenhouse gas
emissions or are related to carbon-based energy sources;
increased demand for goods that result in lower emissions than
competing products;
increased competition to develop innovative new products that
result in lower
emissions;
increased demand for generation and transmission of energy from
alternative energy
sources; and
any anticipated reputational risks resulting from operations or
products that produce
material greenhouse gas emissions.
3. We note that your Form 10-K identifies natural disasters, extreme
weather and climate
change as potential risks to your suppliers and business. Please
discuss the physical
effects of climate change on your operations and results. This
disclosure may include the
following:
severity of weather, such as floods, hurricanes, sea levels,
arability of farmland,
extreme fires, and water availability and quality;
quantification of material weather-related damages to your
property or operations;
potential for indirect weather-related impacts that have
affected or may affect your
major customers or suppliers;
decreased agricultural production capacity in areas affected by
drought or other
weather-related changes; and
the extent to which extreme weather events have reduced the
availability of insurance
or increased the cost of insurance.
Include quantitative information for each of the periods covered by
your Form 10-K and
explain whether increased amounts are expected in future periods.
4. If material, please provide disclosure about your purchase or sale of
carbon credits or
offsets and any material effects on your business, financial
condition, and results of
operations. Provide us with quantitative information for each of the
periods covered by
your most recent Form 10-K and the amounts budgeted for or expected to
be incurred in
future periods.
Bryan Mittelman
FirstName LastNameBryan
The Middleby Corporation Mittelman
Comapany 22,
September NameThe
2023 Middleby Corporation
September
Page 3 22, 2023 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Charli Gibbs-Tabler at 202-551-6388 or Jennifer Angelini
at 202-551-
3047 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Bryan Mittleman