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United States securities and exchange commission logo
October 13, 2023
Bryan Mittelman
Chief Financial Officer
The Middleby Corporation
1400 Toastmaster Drive
Elgin, IL 60120
Re: The Middleby
Corporation
Form 10-K For
Fiscal Year Ended December 31, 2022
Response Dated
October 6, 2023
File No. 001-09973
Dear Bryan Mittelman:
We have reviewed your October 6, 2023 response to our comment
letter and have the
following comment.
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our September 22,
2023 letter.
Response Dated October 6, 2023
Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
27
1. We note your response
to prior comment 2. Please further address the following items:
You acknowledge
that climate-related changes in consumer preferences may affect
demand and lead to
increased competition to develop innovative new products that
result in lower
emissions. You further indicate that action on climate change is an
area of focus for
our industry and expect additional future opportunities to develop
and sell
sustainable products. Explain to us how you considered providing specific
disclosure
regarding these climate-related changes and opportunities, and tell us how
you assessed
materiality.
Bryan Mittelman
The Middleby Corporation
October 13, 2023
Page 2
Clarify whether your efforts to limit emissions in the
manufacturing process and to
purchase electricity from renewable sources are related to changes
in demand and
competition for goods that result in lower emissions, are not
related to carbon-based
energy sources, and/or are produced using alternative energy
sources.
Your response indicates that you sourced 17% of your purchased
electricity from
renewable energy (for the period covered by the 2021 Sustainability
Report) and that
you expect to continue investing in innovative processes, materials,
and technologies
within your sustainability strategy. Tell us more about your
renewable energy
purchases and sustainability investments and provide support for
your determination
of materiality, including quantitative information for each of the
periods covered by
your Form 10-K and expected to be incurred in future periods.
Your response indicates that your brand image and reputation could
be harmed if you
were perceived to not be progressing on your sustainability
strategy, yet the risk
factor disclosure cited does not appear to address climate-related
reputational risks.
Tell us how you considered providing disclosure regarding
reputational risks
resulting from the production of greenhouse gas emissions from your
operations or
products.
Please contact Charli Gibbs-Tabler at 202-551-6388 or Jennifer Angelini
at 202-551-
3047 with any questions.
Sincerely,
FirstName LastNameBryan Mittelman
Division of
Corporation Finance
Comapany NameThe Middleby Corporation
Office of
Technology
October 13, 2023 Page 2
cc: Bryan Mittleman
FirstName LastName