SEC Comment Letter 0000000000-23-010504 to MIDDLEBY Corp (MIDD) (CIK 0000769520) (MIDD)
MIDDLEBY Corp (MIDD) (CIK 0000769520)
Date: Sept. 22, 2023 · CIK: 0000769520 · Accession: 0000000000-23-010504
AI Filing Summary & Sentiment
File numbers found in text: 001-09973
Letter
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.
FirstName LastNameBryan Mittelman Comapany NameThe Middleby Corporation September 22, 2023 Page 2 FirstName LastName Bryan Mittelman The Middleby Corporation September 22, 2023 Page 2 Management's Discussion and Analysis of Financial Condition and Results of Operations, page 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.
FirstName LastNameBryan Mittelman Comapany NameThe Middleby Corporation September 22, 2023 Page 3 FirstName LastName Bryan Mittelman The Middleby Corporation September 22, 2023 Page 3 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
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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.
FirstName LastNameBryan Mittelman
Comapany NameThe Middleby Corporation
September 22, 2023 Page 2
FirstName LastName
Bryan Mittelman
The Middleby Corporation
September 22, 2023
Page 2
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.
FirstName LastNameBryan Mittelman
Comapany NameThe Middleby Corporation
September 22, 2023 Page 3
FirstName LastName
Bryan Mittelman
The Middleby Corporation
September 22, 2023
Page 3
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