SecProbe.io

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November 24, 2023
   File No. 001-09973

VIA EDGAR

Charli Gibbs-Tabler
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

Re:
The Middleby Corporation

Form 10-K For Fiscal Year Ended December 31, 2022

Filed March 1, 2023

File No. 001-09973

Dear Charli Gibbs-Tabler:

Set forth below is the response of The Middleby Corporation
(the "Company") to the comment letter of the staff (the "Staff")
of the Securities and Exchange Commission (the "SEC"), dated
November 9, 2023 (the "Comment Letter"), regarding the Company's
Form 10-K for the fiscal year ended December 31, 2022, filed on
March 1, 2023 (the "Form 10-K").

The Company's response to the Comment Letter is preceded by the
Staff's comment in its entirety, with the Company's corresponding
response set forth immediately following.

Response dated October 26, 2023

Management's Discussion and Analysis of Financial Condition and
Results of Operations, page 27

1. Your response to the first item of prior comment 1 reiterates
information provided in your initial response, dated October 6, 2023,
and continues to include a materiality qualification. Accordingly,
we reissue this portion of our comment. Explain to us how you
considered providing specific disclosure regarding the climate-related
changes and opportunities identified in our prior comment, and tell us
how you assessed materiality. Your response should discuss the
climate-related changes in demand and competition you have experienced,
and explain how you determined there were not material for purposes of
disclosure, taking into account your statements that "action on climate
change is an area of focus for our industry" and you expect "additional
future opportunities to develop and sell sustainable products."

The Company assessed the materiality of the impact of climate-related
changes and opportunities on its financial condition and results of
operations by considering a number of factors. Those factors included
the Company's insights regarding climate-related changes in demand and
competition, the fact that the Company has not significantly changed
its product mix in response to climate-related changes in demand or
competition, the fact that the Company had not in the period covered by
the Form 10-K significantly increased its focus on sustainability in
the marketing of its product offerings and the fact that acquisitions,
improving market conditions and certain pricing increases primarily
contributed to the Company's results of operations. The Company
identified a number of items in the Form 10-K that it identified as
having a material impact on its financial condition and results of
operations, including higher sales volumes, increases in sales
commissions, the impact of recent acquisitions and the impact of
foreign exchange rates.  However, the Company did not believe that
climate-related changes in demand and competition (both when considered
as a standalone item and when considered in comparison to the
aforementioned items) had or were reasonably likely to have a material
impact on its financial condition or results of operations.

As noted in our prior responses, Company insights have revealed
changing stakeholder expectations regarding product sustainability.
Accordingly, as discussed in our Form 10-K, the Company has focused
on acquiring leading brands and introducing innovative products to
remain competitive as customers continue to prioritize sustainability
as part of their business goals. For decades, we have developed and
promoted energy star products and we continue to see strong demand
for these products. Additionally, the Company has observed that
climate-related changes in consumer preferences has led to increased
research, development and innovation and competition in our industry
to develop new energy-efficient products that result in lower emissions
and help customers meet their sustainability goals. In response, our
research and development (which comprises about 1.5% of Net Sales on
average, annually) and product development teams are focused on
delivering products that are designed to reduce energy consumption
and that are environmentally safe in order for us to remain competitive
and serve our customers' needs. The Company determined, after
considering the points discussed above, that any further disclosure in
this area was not warranted and that the narrative disclosure in the
Form 10-K provides a useful and complete description of these impacts
and our efforts(including to develop products that reduce energy
consumption).

As noted in our prior responses, the Company intends to continue to assess
the materiality of any impacts of climate-related changes and opportunities
on its financial condition and results of operations and will address those
matters in future SEC filings, if material.

If you have any questions or concerns, wish to discuss, or require
clarification on any of the matters addressed herein, please do not hesitate
to contact me at your convenience.

Very truly yours,

/s/ Bryan E. Mittelman
Chief Financial Officer

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