
DESCRIPTION		PAGE
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (unaudited)

	CONDENSED CONSOLIDATED BALANCE SHEETS as of ~~JULY 1,~~SEPTEMBER 30, 2023 and DECEMBER 31, 2022	1

	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME for the three and ~~six~~nine months ended ~~JULY 1,~~SEPTEMBER 30, 2023 and ~~JULY 2,~~OCTOBER 1, 2022	2

	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY for the three and ~~six~~nine months ended ~~JULY 1,~~SEPTEMBER 30, 2023 and ~~JULY 2,~~OCTOBER 1, 2022	3

	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS for the ~~six~~nine months ended ~~JULY 1,~~SEPTEMBER 30, 2023 and ~~JULY 2,~~OCTOBER 1, 2022	4

	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	5

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31

Item 4.	Controls and Procedures	32

PART II. OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities ~~and~~ ,Use of Proceeds , and Issuer Purchases o f Equity Securities	33

Item 6.	Exhibits	34


ASSETS	ASSETS	Jul 1, 2023		Dec 31, 2022		ASSETS	Sep 30, 2023		Dec 31, 2022
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	157,279	$	162,001	Cash and cash equivalents	$	167,189	$	162,001
Accounts receivable, net of reserve for doubtful accounts of $22,795 and $20,295		643,405		631,134
Accounts receivable, net of reserve for doubtful accounts of $23,578 and $20,295						Accounts receivable, net of reserve for doubtful accounts of $23,578 and $20,295	633,169		631,134
Inventories, net	Inventories, net	1,082,523		1,077,729		Inventories, net	1,015,047		1,077,729
Prepaid expenses and other	Prepaid expenses and other	132,030		125,640		Prepaid expenses and other	131,287		125,640
Prepaid taxes	Prepaid taxes	20,967		9,492		Prepaid taxes	14,165		9,492
Total current assets	Total current assets	2,036,204		2,005,996		Total current assets	1,960,857		2,005,996
Property, plant and equipment, net of accumulated depreciation of $319,856 and $299,572		483,064		443,528
Property, plant and equipment, net of accumulated depreciation of $326,916 and $299,572						Property, plant and equipment, net of accumulated depreciation of $326,916 and $299,572	498,871		443,528
Goodwill	Goodwill	2,451,866		2,411,834		Goodwill	2,452,419		2,411,834
Other intangibles, net of amortization of $542,801 and $503,034		1,790,771		1,794,232
Other intangibles, net of amortization of $559,186 and $503,034						Other intangibles, net of amortization of $559,186 and $503,034	1,775,546		1,794,232
Long-term deferred tax assets	Long-term deferred tax assets	8,280		6,738		Long-term deferred tax assets	8,877		6,738
Other assets	Other assets	214,573		212,538		Other assets	226,038		212,538
Total assets	Total assets	$	6,984,758	$	6,874,866	Total assets	$	6,922,608	$	6,874,866

LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Current maturities of long-term debt	Current maturities of long-term debt	$	44,250	$	45,583	Current maturities of long-term debt	$	44,330	$	45,583
Accounts payable	Accounts payable	232,740		271,374		Accounts payable	224,375		271,374
Accrued expenses	Accrued expenses	601,415		671,327		Accrued expenses	595,542		671,327
Total current liabilities	Total current liabilities	878,405		988,284		Total current liabilities	864,247		988,284
Long-term debt	Long-term debt	2,687,544		2,676,741		Long-term debt	2,535,896		2,676,741
Long-term deferred tax liability	Long-term deferred tax liability	216,220		220,204		Long-term deferred tax liability	214,021		220,204
Accrued pension benefits	Accrued pension benefits	8,482		14,948		Accrued pension benefits	5,420		14,948
Other non-current liabilities	Other non-current liabilities	194,581		176,942		Other non-current liabilities	207,809		176,942
Stockholders' equity:	Stockholders' equity:					Stockholders' equity:
Preferred stock, $0.01 par value; nonvoting; 2,000,000 shares authorized; none issued	Preferred stock, $0.01 par value; nonvoting; 2,000,000 shares authorized; none issued	—		—		Preferred stock, $0.01 par value; nonvoting; 2,000,000 shares authorized; none issued	—		—
Common stock, $0.01 par value; 63,902,217 and 63,508,855 shares issued in 2023 and 2022, respectively		148		147
Common stock, $0.01 par value; 63,941,790 and 63,508,855 shares issued in 2023 and 2022, respectively						Common stock, $0.01 par value; 63,941,790 and 63,508,855 shares issued in 2023 and 2022, respectively	148		147
Paid-in capital	Paid-in capital	444,290		408,376		Paid-in capital	463,475		408,376
Treasury stock, at cost; 10,338,768 and 9,814,480 shares in 2023 and 2022		(906,011)		(831,176)
Treasury stock, at cost; 10,338,764 and 9,814,480 shares in 2023 and 2022						Treasury stock, at cost; 10,338,764 and 9,814,480 shares in 2023 and 2022	(906,011)		(831,176)
Retained earnings	Retained earnings	3,714,811		3,498,872		Retained earnings	3,823,461		3,498,872
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(253,712)		(278,472)		Accumulated other comprehensive loss	(285,858)		(278,472)
Total stockholders' equity	Total stockholders' equity	2,999,526		2,797,747		Total stockholders' equity	3,095,215		2,797,747
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	6,984,758	$	6,874,866	Total liabilities and stockholders' equity	$	6,922,608	$	6,874,866


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		Jul 1, 2023		Jul 2, 2022		Jul 1, 2023		Jul 2, 2022			Sep 30, 2023		Oct 1, 2022		Sep 30, 2023		Oct 1, 2022
Net sales	Net sales	$	1,039,982	$	1,013,601	$	2,047,378	$	2,008,277	Net sales	$	980,651	$	992,871	$	3,028,029	$	3,001,148
Cost of sales	Cost of sales	646,746		652,859		1,275,407		1,317,025		Cost of sales	605,329		627,639		1,880,736		1,944,664
Gross profit	Gross profit	393,236		360,742		771,971		691,252		Gross profit	375,322		365,232		1,147,293		1,056,484
Selling, general and administrative expenses	Selling, general and administrative expenses	203,521		189,486		418,928		395,557		Selling, general and administrative expenses	196,433		201,200		615,361		596,757
Restructuring expenses	Restructuring expenses	4,944		4,029		7,250		5,904		Restructuring expenses	4,448		2,327		11,698		8,231

Income from operations	Income from operations	184,771		167,227		345,793		289,791		Income from operations	174,441		161,705		520,234		451,496
Interest expense and deferred financing amortization, net	Interest expense and deferred financing amortization, net	31,529		20,842		60,991		38,496		Interest expense and deferred financing amortization, net	31,080		24,067		92,071		62,563
Net periodic pension benefit (other than service costs)	Net periodic pension benefit (other than service costs)	(2,575)		(10,784)		(4,826)		(22,300)		Net periodic pension benefit (other than service costs)	(2,103)		(9,944)		(6,929)		(32,244)
Other (income) expense, net		(326)		5,888		1,570		9,949
Other expense, net										Other expense, net	1,072		8,529		2,642		18,478
Earnings before income taxes	Earnings before income taxes	156,143		151,281		288,058		263,646		Earnings before income taxes	144,392		139,053		432,450		402,699
Provision for income taxes	Provision for income taxes	39,293		38,033		72,119		64,643		Provision for income taxes	35,742		34,684		107,861		99,327
Net earnings	Net earnings	$	116,850	$	113,248	$	215,939	$	199,003	Net earnings	$	108,650	$	104,369	$	324,589	$	303,372

Net earnings per share:	Net earnings per share:									Net earnings per share:
Basic	Basic	$	2.18	$	2.10	$	4.03	$	3.66	Basic	$	2.03	$	1.94	$	6.06	$	5.60
Diluted	Diluted	$	2.16	$	2.07	$	3.98	$	3.59	Diluted	$	2.01	$	1.92	$	5.99	$	5.50
Weighted average number of shares	Weighted average number of shares									Weighted average number of shares
Basic	Basic	53,527		54,033		53,560		54,351		Basic	53,588		53,867		53,569		54,190
Dilutive common stock equivalents	Dilutive common stock equivalents	515		621		649		1,158		Dilutive common stock equivalents	569		517		623		944
Diluted	Diluted	54,042		54,654		54,209		55,509		Diluted	54,157		54,384		54,192		55,134
Comprehensive income	Comprehensive income	$	125,781	$	46,442	$	240,699	$	143,714	Comprehensive income	$	76,504	$	64,883	$	317,203	$	208,597


		Common Stock		Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income/(loss)		Total Stockholders' Equity			Common Stock		Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income/(loss)		Total Stockholders' Equity
Balance, April 1, 2023		$	147	$	425,781	$	(899,047)	$	3,597,961	$	(262,643)	$	2,862,199
Balance, July 1, 2023														Balance, July 1, 2023	$	148	$	444,290	$	(906,011)	$	3,714,811	$	(253,712)	$	2,999,526
Net earnings	Net earnings	—		—		—		116,850		—		116,850		Net earnings	—		—		—		108,650		—		108,650
Currency translation adjustments	Currency translation adjustments	—		—		—		—		4,892		4,892		Currency translation adjustments	—		—		—		—		(36,602)		(36,602)
Change in unrecognized pension benefit costs, net of tax of $170		—		—		—		—		(2,171)		(2,171)
Unrealized gain on interest rate swap, net of tax of $2,172		—		—		—		—		6,210		6,210
Change in unrecognized pension benefit costs, net of tax of $367														Change in unrecognized pension benefit costs, net of tax of $367	—		—		—		—		4,436		4,436
Unrealized gain on interest rate swap, net of tax of $7														Unrealized gain on interest rate swap, net of tax of $7	—		—		—		—		20		20

Stock compensation	Stock compensation	—		9,898		—		—		—		9,898		Stock compensation	—		13,175		—		—		—		13,175
Stock issuance	Stock issuance	1		8,611		—		—		—		8,612		Stock issuance	—		6,010		—		—		—		6,010
Purchase of treasury stock		—		—		(6,964)		—		—		(6,964)
Balance, July 1, 2023		$	148	$	444,290	$	(906,011)	$	3,714,811	$	(253,712)	$	2,999,526

Balance, September 30, 2023														Balance, September 30, 2023	$	148	$	463,475	$	(906,011)	$	3,823,461	$	(285,858)	$	3,095,215

Balance, December 31, 2022	Balance, December 31, 2022	$	147	$	408,376	$	(831,176)	$	3,498,872	$	(278,472)	$	2,797,747	Balance, December 31, 2022	$	147	$	408,376	$	(831,176)	$	3,498,872	$	(278,472)	$	2,797,747
Net earnings	Net earnings	—		—		—		215,939		—		215,939		Net earnings	—		—		—		324,589		—		324,589
Currency translation adjustments	Currency translation adjustments	—		—		—		—		31,851		31,851		Currency translation adjustments	—		—		—		—		(4,751)		(4,751)
Change in unrecognized pension benefit costs, net of tax of $94		—		—		—		—		(4,980)		(4,980)
Unrealized loss on interest rate swap, net of tax of $(738)		—		—		—		—		(2,111)		(2,111)
Change in unrecognized pension benefit costs, net of tax of $461														Change in unrecognized pension benefit costs, net of tax of $461	—		—		—		—		(544)		(544)
Unrealized loss on interest rate swap, net of tax of $(731)														Unrealized loss on interest rate swap, net of tax of $(731)	—		—		—		—		(2,091)		(2,091)
Stock compensation	Stock compensation	—		22,130		—		—		—		22,130		Stock compensation	—		35,305		—		—		—		35,305
Stock issuance	Stock issuance	1		13,784		—		—		—		13,785		Stock issuance	1		19,794		—		—		—		19,795
Purchase of treasury stock	Purchase of treasury stock	—		—		(74,835)		—		—		(74,835)		Purchase of treasury stock	—		—		(74,835)		—		—		(74,835)
Balance, July 1, 2023		$	148	$	444,290	$	(906,011)	$	3,714,811	$	(253,712)	$	2,999,526
Balance, September 30, 2023														Balance, September 30, 2023	$	148	$	463,475	$	(906,011)	$	3,823,461	$	(285,858)	$	3,095,215


		Common Stock		Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income/(loss)		Total Stockholders' Equity			Common Stock		Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income/(loss)		Total Stockholders' Equity
Balance, April 2, 2022		$	147	$	363,741	$	(736,412)	$	3,148,058	$	(347,567)	$	2,427,967
Balance, July 2, 2022														Balance, July 2, 2022	$	147	$	376,898	$	(806,008)	$	3,261,306	$	(414,373)	$	2,417,970
Net earnings	Net earnings	—		—		—		113,248		—		113,248		Net earnings	—		—		—		104,369		—		104,369
Currency translation adjustments	Currency translation adjustments	—		—		—		—		(92,211)		(92,211)		Currency translation adjustments	—		—		—		—		(81,774)		(81,774)
Change in unrecognized pension benefit costs, net of tax of $3,088		—		—		—		—		19,955		19,955
Unrealized gain on interest rate swap, net of tax of $2,923		—		—		—		—		8,128		8,128
Unrealized loss on certain investments, net of tax of $(892)		—		—		—		—		(2,678)		(2,678)
Change in unrecognized pension benefit costs, net of tax of $2,775														Change in unrecognized pension benefit costs, net of tax of $2,775	—		—		—		—		17,928		17,928
Unrealized gain on interest rate swap, net of tax of $8,574														Unrealized gain on interest rate swap, net of tax of $8,574	—		—		—		—		24,360		24,360
Stock compensation	Stock compensation	—		13,157		—		—		—		13,157		Stock compensation	—		15,761		—		—		—		15,761

Purchase of treasury stock	Purchase of treasury stock	—		—		(69,596)		—		—		(69,596)		Purchase of treasury stock	—		—		(71)		—		—		(71)

Balance, July 2, 2022		$	147	$	376,898	$	(806,008)	$	3,261,306	$	(414,373)	$	2,417,970
Balance, October 1, 2022														Balance, October 1, 2022	$	147	$	392,659	$	(806,079)	$	3,365,675	$	(453,859)	$	2,498,543

Balance, January 1, 2022	Balance, January 1, 2022	$	147	$	357,309	$	(566,399)	$	3,062,303	$	(359,084)	$	2,494,276	Balance, January 1, 2022	$	147	$	357,309	$	(566,399)	$	3,062,303	$	(359,084)	$	2,494,276
Net earnings	Net earnings	—		—		—		199,003		—		199,003		Net earnings	—		—		—		303,372		—		303,372
Currency translation adjustments	Currency translation adjustments	—		—		—		—		(119,402)		(119,402)		Currency translation adjustments	—		—		—		—		(201,176)		(201,176)
Change in unrecognized pension benefit costs, net of tax of $4,075		—		—		—		—		26,199		26,199
Unrealized gain on interest rate swap, net of tax of $13,815		—		—		—		—		39,244		39,244
Change in unrecognized pension benefit costs, net of tax of $6,850														Change in unrecognized pension benefit costs, net of tax of $6,850	—		—		—		—		44,127		44,127
Unrealized gain on interest rate swap, net of tax of $22,389														Unrealized gain on interest rate swap, net of tax of $22,389	—		—		—		—		63,604		63,604
Unrealized loss on certain investments, net of tax of $(443)	Unrealized loss on certain investments, net of tax of $(443)	—		—		—		—		(1,330)		(1,330)		Unrealized loss on certain investments, net of tax of $(443)	—		—		—		—		(1,330)		(1,330)
Stock compensation	Stock compensation	—		26,880		—		—		—		26,880		Stock compensation	—		42,641		—		—		—		42,641

Purchase of treasury stock	Purchase of treasury stock	—		—		(239,609)		—		—		(239,609)		Purchase of treasury stock	—		—		(239,680)		—		—		(239,680)
Purchase of capped calls, net of tax of $(2,364)	Purchase of capped calls, net of tax of $(2,364)	—		(7,291)		—		—		—		(7,291)		Purchase of capped calls, net of tax of $(2,364)	—		(7,291)		—		—		—		(7,291)
Balance, July 2, 2022		$	147	$	376,898	$	(806,008)	$	3,261,306	$	(414,373)	$	2,417,970
Balance, October 1, 2022														Balance, October 1, 2022	$	147	$	392,659	$	(806,079)	$	3,365,675	$	(453,859)	$	2,498,543


		Six Months Ended					Nine Months Ended
		Jul 1, 2023		Jul 2, 2022			Sep 30, 2023		Oct 1, 2022
Cash flows from operating activities--	Cash flows from operating activities--					Cash flows from operating activities--
Net earnings	Net earnings	$	215,939	$	199,003	Net earnings	$	324,589	$	303,372
Adjustments to reconcile net earnings to net cash provided by operating activities--	Adjustments to reconcile net earnings to net cash provided by operating activities--					Adjustments to reconcile net earnings to net cash provided by operating activities--
Depreciation and amortization	Depreciation and amortization	65,777		75,777		Depreciation and amortization	99,058		106,917
Non-cash share-based compensation	Non-cash share-based compensation	22,130		26,880		Non-cash share-based compensation	35,305		42,641
Deferred income taxes	Deferred income taxes	(6,237)		8,119		Deferred income taxes	(6,553)		17,657
Net periodic pension benefit (other than service costs)	Net periodic pension benefit (other than service costs)	(4,826)		(22,300)		Net periodic pension benefit (other than service costs)	(6,929)		(32,244)

Other non-cash items	Other non-cash items	4,288		(16,981)		Other non-cash items	(684)		(32,455)
Changes in assets and liabilities, net of acquisitions	Changes in assets and liabilities, net of acquisitions					Changes in assets and liabilities, net of acquisitions
Accounts receivable, net	Accounts receivable, net	(7,829)		(50,196)		Accounts receivable, net	(430)		(11,174)
Inventories, net	Inventories, net	7,520		(171,899)		Inventories, net	66,973		(214,017)
Prepaid expenses and other assets	Prepaid expenses and other assets	(12,740)		(11,584)		Prepaid expenses and other assets	(2,481)		(30,832)
Accounts payable	Accounts payable	(41,823)		19,530		Accounts payable	(49,188)		(47,262)
Accrued expenses and other liabilities	Accrued expenses and other liabilities	(88,249)		33,109		Accrued expenses and other liabilities	(86,557)		70,846
Net cash provided by operating activities	Net cash provided by operating activities	153,950		89,458		Net cash provided by operating activities	373,103		173,449
Cash flows from investing activities--	Cash flows from investing activities--					Cash flows from investing activities--
Net additions to property, plant and equipment	Net additions to property, plant and equipment	(48,315)		(32,133)		Net additions to property, plant and equipment	(69,645)		(50,914)

Purchase of intangible assets	Purchase of intangible assets	(1,805)		(240)		Purchase of intangible assets	(1,805)		(701)
Acquisitions, net of cash acquired	Acquisitions, net of cash acquired	(35,146)		(74,886)		Acquisitions, net of cash acquired	(67,774)		(206,253)
Net cash used in investing activities	Net cash used in investing activities	(85,266)		(107,259)		Net cash used in investing activities	(139,224)		(257,868)
Cash flows from financing activities--	Cash flows from financing activities--					Cash flows from financing activities--
Proceeds under Credit Facility	Proceeds under Credit Facility	390,000		700,000		Proceeds under Credit Facility	565,200		1,715,000
Repayments under Credit Facility	Repayments under Credit Facility	(387,312)		(426,500)		Repayments under Credit Facility	(711,692)		(1,360,750)

Premiums paid for capped call	Premiums paid for capped call	—		(9,655)		Premiums paid for capped call	—		(9,655)
Net (repayments) proceeds under international credit facilities		(218)		693
Net repayments under international credit facilities						Net repayments under international credit facilities	(495)		(24,156)

Payments of deferred purchase price	Payments of deferred purchase price	(3,056)		(7,014)		Payments of deferred purchase price	(4,079)		(7,930)
Repurchase of treasury stock	Repurchase of treasury stock	(74,544)		(239,609)		Repurchase of treasury stock	(74,544)		(239,680)

Other, net	Other, net	(105)		(177)		Other, net	(158)		(235)

Net cash (used in) provided by financing activities	Net cash (used in) provided by financing activities	(75,235)		17,738		Net cash (used in) provided by financing activities	(225,768)		72,594
Effect of exchange rates on cash and cash equivalents	Effect of exchange rates on cash and cash equivalents	1,829		(13,710)		Effect of exchange rates on cash and cash equivalents	(2,923)		(23,619)
Changes in cash and cash equivalents--	Changes in cash and cash equivalents--					Changes in cash and cash equivalents--
Net decrease in cash and cash equivalents		(4,722)		(13,773)
Net increase (decrease) in cash and cash equivalents						Net increase (decrease) in cash and cash equivalents	5,188		(35,444)
Cash and cash equivalents at beginning of year	Cash and cash equivalents at beginning of year	162,001		180,362		Cash and cash equivalents at beginning of year	162,001		180,362
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	157,279	$	166,589	Cash and cash equivalents at end of period	$	167,189	$	144,918

Non-cash investing and financing activities:	Non-cash investing and financing activities:					Non-cash investing and financing activities:
Stock issuance related to acquisition and purchase of intangible assets	Stock issuance related to acquisition and purchase of intangible assets	$	13,785	$	—	Stock issuance related to acquisition and purchase of intangible assets	$	19,795	$	—

The condensed consolidated financial statements have been prepared by The Middleby Corporation (the "company" or “Middleby”), pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The financial statements are unaudited and certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the company believes that the disclosures are adequate to make the information not misleading. These financial statements should be read in conjunction with the financial statements and related notes contained in the company's 2022 Form 10-K. The company’s interim results are not necessarily indicative of future full year results for the fiscal year 2023. Certain reclassifications of prior year data have been made to conform with current year reporting.

In the opinion of management, the financial statements contain all adjustments, which are normal and recurring in nature, necessary to present fairly the financial position of the company as of ~~July 1,~~September 30, 2023 and December 31, 2022, the results of operations for the three and ~~six~~nine months ended ~~July 1,~~September 30, 2023 and ~~July 2,~~October 1, 2022, cash flows for the ~~six~~nine months ended ~~July 1,~~September 30, 2023 and ~~July 2,~~October 1, 2022 and statement of stockholders' equity for the three and ~~six~~nine months ended ~~July 1,~~September 30, 2023 and ~~July 2,~~October 1, 2022.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses. Significant estimates and assumptions are used for, but are not limited to, allowances for doubtful accounts, reserves for excess and obsolete inventories, long-lived and intangible assets, warranty reserves, insurance reserves, income tax reserves, non-cash share-based compensation and post-retirement obligations. Actual results could differ from the company's estimates.

The company estimates the fair value of market-based stock awards and stock options at the time of grant and recognizes compensation cost over the vesting period of the awards and options. Non-cash share-based compensation expense was ~~$9.9~~$13.2 million and ~~$13.2~~$15.7 million for the three months period ended ~~July 1,~~September 30, 2023 and ~~July 2,~~October 1, 2022, respectively. Non-cash share-based compensation expense was ~~$22.1~~$35.3 million and ~~$26.9~~$42.6 million for the ~~six~~nine months period ended ~~July 1,~~September 30, 2023 and ~~July 2,~~October 1, 2022, respectively.

A tax provision of ~~$39.3~~$35.7 million, at an effective rate of ~~25.2%~~24.8%, was recorded during the three months period ended ~~July 1,~~September 30, 2023, as compared to a ~~$38.0~~$34.7 million tax provision at an effective rate of ~~25.1%~~24.9% in the prior year period. A tax provision of ~~$72.1~~$107.9 million, at an effective rate of ~~25.0%~~24.9%, was recorded during the ~~six~~nine months period ended ~~July 1,~~September 30, 2023, as compared to a ~~$64.6~~$99.3 million tax provision at a ~~24.5%~~24.7% effective rate in the prior year period. The effective tax rate for the ~~six~~nine months period ended ~~July 1,~~September 30, 2023 is higher than the comparable year rate primarily due to an increase in the UK statutory income tax rate from 19% in 2022 to a 23.5% blended rate in 2023.

Accounting Standards Codification ("ASC") 820 "Fair Value Measurements and Disclosures" defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into the following levels:


		Fair Value Level 1		Fair Value Level 2		Fair Value Level 3		Total			Fair Value Level 1		Fair Value Level 2		Fair Value Level 3		Total
As of July 1, 2023
As of September 30, 2023										As of September 30, 2023
Financial Assets:	Financial Assets:									Financial Assets:
Interest rate swaps	Interest rate swaps	$	—	$	62,136	$	—	$	62,136	Interest rate swaps	$	—	$	62,163	$	—	$	62,163

Financial Liabilities:	Financial Liabilities:									Financial Liabilities:

Contingent consideration	Contingent consideration	$	—	$	—	$	56,475	$	56,475	Contingent consideration	$	—	$	—	$	60,789	$	60,789
Foreign exchange derivative contracts	Foreign exchange derivative contracts	$	—	$	2,079	$	—	$	2,079	Foreign exchange derivative contracts	$	—	$	558	$	—	$	558

As of December 31, 2022	As of December 31, 2022									As of December 31, 2022
Financial Assets:	Financial Assets:									Financial Assets:
Interest rate swaps	Interest rate swaps	$	—	$	64,985	$	—	$	64,985	Interest rate swaps	$	—	$	64,985	$	—	$	64,985

Financial Liabilities:	Financial Liabilities:									Financial Liabilities:

Contingent consideration	Contingent consideration	$	—	$	—	$	47,242	$	47,242	Contingent consideration	$	—	$	—	$	47,242	$	47,242
Foreign exchange derivative contracts	Foreign exchange derivative contracts	$	—	$	474	$	—	$	474	Foreign exchange derivative contracts	$	—	$	474	$	—	$	474

The earnout provisions associated with these acquisitions are based upon performance measurements related to sales and earnings, as defined in the respective purchase agreement. On a quarterly basis, the company assesses the projected results for each of the acquisitions in comparison to the earnout targets and adjusts the liability accordingly. Discount rates for valuing contingent consideration are determined based on the company rates and specific acquisition risk considerations. Changes in fair value associated with the earnout provisions are recognized in Selling, general and administrative expenses within the Condensed Consolidated Statements of Comprehensive Income.

The company’s potentially dilutive securities consist of shares issuable on vesting of restricted stock grants computed using the treasury method and amounted to ~~5,000~~19,000 and ~~8,000~~23,000 for the three months ended ~~July 1,~~September 30, 2023, and ~~July 2,~~October 1, 2022, respectively. The company’s potentially dilutive securities consist of shares issuable on vesting of restricted stock grants computed using the treasury method and amounted to ~~4,000~~9,000 and ~~7,000~~12,000 for the ~~six~~nine months ended ~~July 1,~~September 30, 2023 and ~~July 2,~~October 1, 2022, respectively. For the ~~six~~nine months ended ~~July 1,~~September 30, 2023 and ~~July 2,~~October 1, 2022, the average market price of the company's common stock exceeded the exercise price of the Convertible Notes (as defined below) resulting in ~~645,000~~614,000 and ~~1,151,000~~932,000 diluted common stock equivalents to be included in the diluted net earnings per share, respectively. There have been no material conversions to date. See Note 12, Financing Arrangements for further details on the Convertible Notes. There were no anti-dilutive restricted stock grants excluded from common stock equivalents in any period presented.

The company accounts for all business combinations using the acquisition method to record a new cost basis for the assets acquired and liabilities assumed. The difference between the purchase price and the fair value of the assets acquired and liabilities assumed has been recorded as goodwill in the financial statements. The company recognizes identifiable intangible assets, primarily trade names and customer relationships, at their fair value using a discounted cash flow model. The significant assumptions used to estimate the value of the intangible assets include revenue growth rates, projected profit margins, discount rates, royalty rates, and customer attrition rates. These significant assumptions are forward-looking and could be affected by future economic and market conditions. The results of operations are reflected in the consolidated financial statements of the company from the dates of acquisition.


		Preliminary Opening Balance Sheet		Preliminary Measurement Period Adjustments		Adjusted Opening Balance Sheet			Preliminary Opening Balance Sheet		Preliminary Measurement Period Adjustments		Adjusted Opening Balance Sheet
Cash	Cash	$	25,860	$	159	$	26,019	Cash	$	25,860	$	159	$	26,019

Current assets	Current assets	115,264		(8,053)		107,211		Current assets	115,264		(8,653)		106,611
Property, plant and equipment	Property, plant and equipment	44,598		847		45,445		Property, plant and equipment	44,598		615		45,213
Goodwill	Goodwill	139,633		6,510		146,143		Goodwill	139,633		8,945		148,578
Other intangibles	Other intangibles	93,147		7,018		100,165		Other intangibles	93,147		7,018		100,165
Long-term deferred tax asset	Long-term deferred tax asset	426		635		1,061		Long-term deferred tax asset	426		635		1,061
Other assets	Other assets	1,420		2,870		4,290		Other assets	1,420		3,209		4,629
Current portion of long-term debt	Current portion of long-term debt	(22,841)		2,154		(20,687)		Current portion of long-term debt	(22,841)		2,043		(20,798)
Current liabilities	Current liabilities	(57,158)		(2,098)		(59,256)		Current liabilities	(57,158)		(2,611)		(59,769)
Long term debt	Long term debt	(5,646)		(2,320)		(7,966)		Long term debt	(5,646)		(3,995)		(9,641)
Long-term deferred tax liability	Long-term deferred tax liability	(23,137)		975		(22,162)		Long-term deferred tax liability	(23,137)		1,994		(21,143)
Other non-current liabilities	Other non-current liabilities	(19,061)		(6,737)		(25,798)		Other non-current liabilities	(19,061)		(7,022)		(26,083)

Consideration paid at closing	Consideration paid at closing	$	292,505	$	1,960	$	294,465	Consideration paid at closing	$	292,505	$	2,337	$	294,842

Contingent consideration	Contingent consideration	19,105		3,969		23,074		Contingent consideration	19,105		3,969		23,074

Net assets acquired and liabilities assumed	Net assets acquired and liabilities assumed	$	311,610	$	5,929	$	317,539	Net assets acquired and liabilities assumed	$	311,610	$	6,306	$	317,916

The goodwill and $46.0 million of other intangibles associated with the trade names are subject to the non-amortization provisions of ASC 350. Other intangibles also include $31.5 million allocated to customer relationships, $16.0 million allocated to developed technology, and $6.7 million allocated to backlog, which are being amortized over periods of 7 to 9 years, 5 to 11 years, and 3 to 12 months, respectively. Goodwill of ~~$111.8~~$113.8 million and other intangibles of $63.8 million are allocated to the Food Processing Equipment Group for segment reporting purposes. Goodwill of ~~$32.0~~$32.5 million and other intangibles of $35.6 million are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. Goodwill of $2.3 million and other intangibles of $0.8 million are allocated to the Residential Kitchen Equipment Group for segment reporting purposes. Of these assets, goodwill of $21.5 million and intangibles of $11.9 million are expected to be deductible for tax purposes.

Four purchase agreements include earnout provisions providing for a contingent payment due to the sellers for the achievement of certain targets. Three earnouts are payable to the extent certain EBITDA targets are met with measurement dates ending between 2022 and 2025. One of these three earnouts is also payable yearly through 2026 based on product sales. One earnout is payable yearly through 2027 based on product sales. The contractual obligation associated with the contingent earnout provisions recognized on the acquisition date amount to $23.1 million.

The company believes that information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but the company is waiting for additional information necessary to finalize those fair values for ~~all~~certain acquisitions completed during 2022. Certain intangible assets are preliminarily valued using historical information from the Commercial Foodservice Equipment Group, Food Processing Equipment Group and Residential Kitchen Equipment Group and qualitative assessments of the individual businesses at acquisition date. Specifically, the company estimated the fair values of the intangible assets based on the percentage of purchase price assigned to similar intangible assets in previous acquisitions. Thus, the provisional measurements of fair values set forth above are subject to change. The company expects to complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date.


		Preliminary Opening Balance Sheet		Preliminary Measurement Period Adjustments		Adjusted Opening Balance Sheet			Preliminary Opening Balance Sheet		Preliminary Measurement Period Adjustments		Adjusted Opening Balance Sheet
Cash	Cash	$	1,472	$	—	$	1,472	Cash	$	3,102	$	—	$	3,102

Current assets	Current assets	7,428		—		7,428		Current assets	9,964		542		10,506
Property, plant and equipment	Property, plant and equipment	10,237		—		10,237		Property, plant and equipment	21,954		—		21,954
Goodwill	Goodwill	23,434		(64)		23,370		Goodwill	38,422		1,089		39,511
Other intangibles	Other intangibles	21,224		—		21,224		Other intangibles	34,337		(713)		33,624

Current liabilities	Current liabilities	(3,186)		(109)		(3,295)		Current liabilities	(3,774)		(1,091)		(4,865)

Long-term deferred tax liability								Long-term deferred tax liability	(958)		—		(958)
Other non-current liabilities	Other non-current liabilities	(7,555)		—		(7,555)		Other non-current liabilities	(12,099)		—		(12,099)

Consideration paid at closing	Consideration paid at closing	$	53,054	$	(173)	$	52,881	Consideration paid at closing	$	90,948	$	(173)	$	90,775

Contingent consideration	Contingent consideration	10,198		—		10,198		Contingent consideration	14,743		—		14,743

Net assets acquired and liabilities assumed	Net assets acquired and liabilities assumed	$	63,252	$	(173)	$	63,079	Net assets acquired and liabilities assumed	$	105,691	$	(173)	$	105,518

The goodwill and ~~$7.8~~$17.9 million of other intangibles associated with the trade names are subject to the non-amortization provisions of ASC 350. Other intangibles also include ~~$6.2~~$7.2 million allocated to customer relationships, and ~~$6.7~~$7.9 million allocated to developed technology, and ~~$0.5~~$0.6 million allocated to backlog, which are being amortized over periods of 7 years, 7 to 12 years, and ~~3 to 6~~9 months, respectively. Goodwill of ~~$17.8~~$17.9 million and other intangibles of $7.8 million are allocated to the Food Processing Equipment Group for segment reporting purposes. Goodwill of ~~$5.6~~$8.3 million and other intangibles of ~~$13.4~~$14.1 million are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. ~~All~~Goodwill of ~~the goodwill~~$13.3 million and other intangibles of $11.7 million are allocated to the Residential Kitchen Equipment Group for segment reporting purposes. Of these assets, goodwill of $37.9 million and intangibles of $32.2 million are expected to be deductible for tax ~~reporting~~ purposes.

Four purchase agreements include earnout provisions providing for a contingent payment due to the sellers for the achievement of certain targets. ~~Three~~Four earnouts are payable to the extent certain sales and EBITDA targets are met with measurement dates ending between 2024 and 2026. One earnout is payable upon the achievement of certain product rollout targets specific to the year of measurement. The contractual obligation associated with the contingent earnout provisions recognized on the acquisition date amount to ~~$10.2~~$14.7 million.

The company believes that information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but the company is waiting for additional information necessary to finalize those fair values for all acquisitions completed during 2023. Certain intangible assets are preliminarily valued using historical information from the Commercial Foodservice Equipment Group and Food Processing Equipment Group and qualitative assessments of the individual businesses at acquisition date. Specifically, the company estimated the fair values of the intangible assets based on the percentage of purchase price assigned to similar intangible assets in previous acquisitions. Thus, the provisional measurements of fair values set forth above are subject to change. The company expects to complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date.

In accordance with ASC 805 Business Combinations, the following unaudited pro forma results of operations for the ~~six~~nine months ended ~~July 1,~~September 30, 2023 and ~~July 2,~~October 1, 2022, assumes the 2022 and 2023 acquisitions described above were completed on January 2, 2022 (first day of fiscal year 2022). The following pro forma results include adjustments to reflect amortization of intangibles associated with the acquisition and the effects of adjustments made to the carrying value of certain assets (in thousands, except per share data):


		Six Months Ended					Nine Months Ended
		July 1, 2023		July 2, 2022			September 30, 2023		October 1, 2022
Net sales	Net sales	$	2,053,062	$	2,102,303	Net sales	$	3,037,755	$	3,115,311
Net earnings	Net earnings	217,696		189,909		Net earnings	327,032		294,878

Net earnings per share:	Net earnings per share:					Net earnings per share:
Basic	Basic	$	4.06	$	3.49	Basic	$	6.10	$	5.44
Diluted	Diluted	$	4.02	$	3.42	Diluted	$	6.03	$	5.35

The historical consolidated financial information of the company and the acquisitions have been adjusted in the pro forma information to give effect to events that are (1) directly attributable to the transactions, (2) factually supportable and (3) expected to have a continuing impact on the combined results. Pro forma data may not be indicative of the results that would have been obtained had these acquisitions occurred at the beginning of the periods presented, nor is it intended to be a projection of future results. Additionally, the pro forma financial information does not reflect the costs which the company has incurred or may incur to integrate the acquired businesses.

From time to time, the company is subject to proceedings, lawsuits and other claims related to products, suppliers, employees, customers and competitors. The company maintains insurance to partially cover product liability, workers compensation, property and casualty, and general liability matters. The company is required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses. A determination of the amount of accrual required, if any, for these contingencies is made after assessment of each matter and the related insurance coverage. The required accrual may change in the future due to new developments or changes in approach, such as a change in settlement strategy in dealing with these matters. The company does not believe that any pending litigation will have a material effect on its financial condition, results of operations or cash flows.

In October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” The new accounting rules require entities to apply “Revenue from Contracts with Customers (Topic 606)” to recognize and measure contract assets and contract liabilities in a business combination. The new accounting rules were effective for the Company in the first quarter of 2023. The company adopted this standard in the first quarter of 2023 and it did not have a material impact on its Consolidated Financial Statements and ~~disclosures~~disclosures.

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities About Government Assistance, which requires entities to provide disclosures on material government assistance transactions for annual reporting periods. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The new standard is effective for the company as of January 1, 2023 and only impacts annual financial statement footnote disclosures. The company adopted this standard in the first quarter of 2023 and it did not have a material impact on its Consolidated Financial Statements and disclosures.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The amendments in this update eliminate the accounting guidance for troubled debt restructurings by creditors while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors made to borrowers experiencing financial difficulty. The amendments also require disclosure of current-period gross write-offs by year of origination for financing receivables. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The standard should be applied prospectively, and it allows for a modified retrospective transition method resulting in a cumulative-effect adjustment to retained earnings in the period of adoption. The company adopted this standard in the first quarter of 2023 and it did not have a material impact on its Consolidated Financial Statements and disclosures.

In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method. The new standard expands and clarifies the use of the portfolio layer method for fair value hedges of interest rate risk. The new standard allows non-prepayable financial assets to also be included in a closed portfolio hedged using the portfolio layer method. The standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The new guidance on hedging multiple layers in a closed portfolio should be applied prospectively and the guidance on the accounting for fair value basis adjustments should be applied on a modified retrospective basis. The company adopted this standard in the first quarter of 2023 and it did not have a material impact on its Consolidated Financial Statements and disclosures.

In March 2023, the FASB issued Accounting Standards Update ASU 2023-01, “Leases (Topic 842): Common Control Arrangements.” This ASU clarified the accounting for leasehold improvements for leases under common control. The guidance is effective for the Company beginning on January 1, 2024. The company is currently evaluating the impacts the adoption of this guidance will have on its Consolidated Financial Statements and disclosures.

The company disaggregates its net sales by reportable operating segment and geographical location as the company believes it best depicts how the nature, timing and uncertainty of its net sales and cash flows are affected by economic factors. In general, the Commercial Foodservice Equipment and Residential Foodservice Equipment Groups recognize revenue at the point in time control transfers to their customers based on contractual shipping terms. Revenue from equipment sold under the company's long-term contracts within the Food Processing Equipment group is recognized over time as the equipment is manufactured and assembled. The following table summarizes the company's net sales by reportable operating segment and geographical location (in thousands):


		Commercial Foodservice		Food Processing		Residential Kitchen		Total			Commercial Foodservice		Food Processing		Residential Kitchen		Total
Three Months Ended July 1, 2023
Three Months Ended September 30, 2023										Three Months Ended September 30, 2023
United States and Canada	United States and Canada	$	474,745	$	126,953	$	134,755	$	736,453	United States and Canada	$	458,529	$	111,092	$	116,522	$	686,143
Asia	Asia	57,453		15,531		2,092		75,076		Asia	59,922		6,389		3,371		69,682
Europe and Middle East	Europe and Middle East	94,175		33,499		66,771		194,445		Europe and Middle East	91,112		34,250		57,474		182,836
Latin America	Latin America	19,290		12,765		1,953		34,008		Latin America	24,446		14,936		2,608		41,990
Total	Total	$	645,663	$	188,748	$	205,571	$	1,039,982	Total	$	634,009	$	166,667	$	179,975	$	980,651

Six Months Ended July 1, 2023
Nine Months Ended September 30, 2023										Nine Months Ended September 30, 2023
United States and Canada	United States and Canada	$	927,400	$	243,853	$	278,714	$	1,449,967	United States and Canada	$	1,385,929	$	354,945	$	395,236	$	2,136,110
Asia	Asia	113,979		24,118		5,281		143,378		Asia	173,901		30,507		8,652		213,060
Europe and Middle East	Europe and Middle East	181,140		67,558		137,157		385,855		Europe and Middle East	272,252		101,808		194,631		568,691
Latin America	Latin America	37,079		26,722		4,377		68,178		Latin America	61,525		41,658		6,985		110,168
Total	Total	$	1,259,598	$	362,251	$	425,529	$	2,047,378	Total	$	1,893,607	$	528,918	$	605,504	$	3,028,029

Three Months Ended July 2, 2022
Three Months Ended October 1, 2022										Three Months Ended October 1, 2022
United States and Canada	United States and Canada	$	451,296	$	91,041	$	189,729	$	732,066	United States and Canada	$	459,971	$	108,449	$	145,757	$	714,177
Asia	Asia	45,795		4,121		10,072		59,988		Asia	55,243		7,805		11,647		74,695
Europe and Middle East	Europe and Middle East	92,327		20,461		78,382		191,170		Europe and Middle East	86,963		24,263		60,200		171,426
Latin America	Latin America	16,856		11,695		1,826		30,377		Latin America	17,380		11,832		3,361		32,573
Total	Total	$	606,274	$	127,318	$	280,009	$	1,013,601	Total	$	619,557	$	152,349	$	220,965	$	992,871

Six Months Ended July 2, 2022
Nine Months Ended October 1, 2022										Nine Months Ended October 1, 2022
United States and Canada	United States and Canada	$	842,620	$	189,329	$	419,328	$	1,451,277	United States and Canada	$	1,302,591	$	297,778	$	563,047	$	2,163,416
Asia	Asia	93,177		7,867		16,077		117,121		Asia	148,419		15,673		27,724		191,816
Europe and Middle East	Europe and Middle East	180,595		34,668		171,965		387,228		Europe and Middle East	267,558		58,931		234,203		560,692
Latin America	Latin America	29,900		19,032		3,719		52,651		Latin America	47,281		30,863		7,080		85,224
Total	Total	$	1,146,292	$	250,896	$	611,089	$	2,008,277	Total	$	1,765,849	$	403,245	$	832,054	$	3,001,148

Contract assets primarily relate to the company's right to consideration for work completed but not billed at the reporting date and are recorded in prepaid expenses and other in the Condensed Consolidated Balance Sheet. Contract assets are transferred to receivables when the right to consideration becomes unconditional. Accounts receivable are not considered contract assets under the revenue standard as contract assets are conditioned upon the company's future satisfaction of a performance obligation. Accounts receivable, in contracts, are unconditional rights to consideration.

Contract liabilities relate to advance consideration received from customers for which revenue has not been recognized. Current contract liabilities are recorded in accrued expenses in the Condensed Consolidated Balance Sheet. Non-current contract liabilities are recorded in other non-current liabilities in the Condensed Consolidated Balance Sheet. Contract liabilities are reduced when the associated revenue from the contract is recognized.


		Jul 1, 2023		Dec 31, 2022			Sep 30, 2023		Dec 31, 2022
Contract assets	Contract assets	$	51,322	$	40,438	Contract assets	$	59,129	$	40,438
Contract liabilities	Contract liabilities	$	158,133	$	185,824	Contract liabilities	$	141,388	$	185,824
Non-current contract liabilities	Non-current contract liabilities	$	14,898	$	12,495	Non-current contract liabilities	$	15,328	$	12,495

During the ~~six~~nine months period ended ~~July 1,~~September 30, 2023, the company reclassified ~~$20.9~~$32.2 million to receivables, which was included in the contract asset balance at the beginning of the period. During the ~~six~~nine months period ended ~~July 1,~~September 30, 2023, the company recognized revenue of ~~$83.3~~$99.4 million which was included in the contract liability balance at the beginning of the period. Additions to contract liabilities representing amounts billed to clients in excess of revenue recognized to date were ~~$83.1~~$88.3 million during the ~~six~~nine months period ended ~~July 1,~~September 30, 2023. In addition, contract liabilities increased due to the acquisitions during the ~~six~~nine months ended ~~July 1,~~September 30, 2023. Substantially all of the company's outstanding performance obligations will be satisfied within 12 to 36 months. There were no contract asset impairments during the ~~six~~nine months period ended ~~July 1,~~September 30, 2023.


		Currency Translation Adjustment		Pension Benefit Costs		Unrealized Gain/(Loss) Interest Rate Swap		Unrealized Loss Certain Investments		Total			Currency Translation Adjustment		Pension Benefit Costs		Unrealized Gain/(Loss) Interest Rate Swap		Unrealized Loss Certain Investments		Total
Balance as of December 31, 2022	Balance as of December 31, 2022	$	(205,345)	$	(121,701)	$	48,574	$	—	$	(278,472)	Balance as of December 31, 2022	$	(205,345)	$	(121,701)	$	48,574	$	—	$	(278,472)
Other comprehensive income before reclassification	Other comprehensive income before reclassification	31,851		(6,106)		13,173		—		38,918		Other comprehensive income before reclassification	(4,751)		(2,131)		21,872		—		14,990
Amounts reclassified from accumulated other comprehensive income	Amounts reclassified from accumulated other comprehensive income	—		1,126		(15,284)		—		(14,158)		Amounts reclassified from accumulated other comprehensive income	—		1,587		(23,963)		—		(22,376)
Net current-period other comprehensive income	Net current-period other comprehensive income	$	31,851	$	(4,980)	$	(2,111)	—		$	24,760	Net current-period other comprehensive income	$	(4,751)	$	(544)	$	(2,091)	—		$	(7,386)
Balance as of July 1, 2023		$	(173,494)	$	(126,681)	$	46,463	—		$	(253,712)
Balance as of September 30, 2023												Balance as of September 30, 2023	$	(210,096)	$	(122,245)	$	46,483	—		$	(285,858)

Balance as of January 1, 2022	Balance as of January 1, 2022	$	(97,654)	$	(249,696)	$	(13,064)	$	1,330	$	(359,084)	Balance as of January 1, 2022	$	(97,654)	$	(249,696)	$	(13,064)	$	1,330	$	(359,084)
Other comprehensive income before reclassification	Other comprehensive income before reclassification	(119,402)		26,199		31,427		(1,330)		(63,106)		Other comprehensive income before reclassification	(201,176)		44,127		55,958		(1,330)		(102,421)
Amounts reclassified from accumulated other comprehensive income	Amounts reclassified from accumulated other comprehensive income	—		—		7,817		—		7,817		Amounts reclassified from accumulated other comprehensive income	—		—		7,646		—		7,646
Net current-period other comprehensive income	Net current-period other comprehensive income	$	(119,402)	$	26,199	$	39,244	$	(1,330)	$	(55,289)	Net current-period other comprehensive income	$	(201,176)	$	44,127	$	63,604	$	(1,330)	$	(94,775)
Balance as of July 2, 2022		$	(217,056)	$	(223,497)	$	26,180	$	—	$	(414,373)
Balance as of October 1, 2022												Balance as of October 1, 2022	$	(298,830)	$	(205,569)	$	50,540	$	—	$	(453,859)

(1) As of ~~July 1,~~September 30, 2023, pension and interest rate swap are net of tax of ~~$(1.9)~~$(1.5) million and $16.1 million, respectively. During the ~~six~~nine months ended ~~July 1,~~September 30, 2023, the adjustments to pension and interest rate swap were net of tax of ~~$0.1~~$0.5 million and $(0.7) million, respectively. As of ~~July 2,~~October 1, 2022, pension, interest rate swap, and gain on investment amounts are net of tax of ~~$(35.4)~~$(32.6) million and ~~$9.3~~$17.9 million, respectively. During the ~~six~~nine months ended ~~July 2,~~October 1, 2022, the adjustments to pension, unrealized gain/(loss) interest rate swap, and loss on investments were net of tax of ~~$4.1~~$6.9 million, ~~$13.8~~$22.4 million, and $(0.4) million, respectively.


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		Jul 1, 2023		Jul 2, 2022		Jul 1, 2023		Jul 2, 2022			Sep 30, 2023		Oct 1, 2022		Sep 30, 2023		Oct 1, 2022
Net earnings	Net earnings	$	116,850	$	113,248	$	215,939	$	199,003	Net earnings	$	108,650	$	104,369	$	324,589	$	303,372
Currency translation adjustment	Currency translation adjustment	4,892		(92,211)		31,851		(119,402)		Currency translation adjustment	(36,602)		(81,774)		(4,751)		(201,176)
Pension liability adjustment, net of tax	Pension liability adjustment, net of tax	(2,171)		19,955		(4,980)		26,199		Pension liability adjustment, net of tax	4,436		17,928		(544)		44,127
Unrealized gain (loss) on interest rate swaps, net of tax	Unrealized gain (loss) on interest rate swaps, net of tax	6,210		8,128		(2,111)		39,244		Unrealized gain (loss) on interest rate swaps, net of tax	20		24,360		(2,091)		63,604
Unrealized loss on certain investments, net of tax	Unrealized loss on certain investments, net of tax	—		(2,678)		—		(1,330)		Unrealized loss on certain investments, net of tax	—		—		—		(1,330)
Comprehensive income	Comprehensive income	$	125,781	$	46,442	$	240,699	$	143,714	Comprehensive income	$	76,504	$	64,883	$	317,203	$	208,597


		Jul 1, 2023		Dec 31, 2022			Sep 30, 2023		Dec 31, 2022
Raw materials and parts	Raw materials and parts	$	572,508	$	595,325	Raw materials and parts	$	529,698	$	595,325
Work-in-process	Work-in-process	105,561		86,083		Work-in-process	94,057		86,083
Finished goods	Finished goods	404,454		396,321		Finished goods	391,292		396,321
		$	1,082,523	$	1,077,729		$	1,015,047	$	1,077,729


		Commercial Foodservice		Food Processing		Residential Kitchen		Total			Commercial Foodservice		Food Processing		Residential Kitchen		Total
Balance as of December 31, 2022	Balance as of December 31, 2022	$	1,309,776	$	350,303	$	751,755	$	2,411,834	Balance as of December 31, 2022	$	1,309,776	$	350,303	$	751,755	$	2,411,834
Goodwill acquired during the year	Goodwill acquired during the year	5,556		17,814		—		23,370		Goodwill acquired during the year	8,256		17,923		13,332		39,511
Measurement period adjustments to goodwill acquired in prior year	Measurement period adjustments to goodwill acquired in prior year	2,014		(498)		—		1,516		Measurement period adjustments to goodwill acquired in prior year	2,412		1,540		—		3,952
Exchange effect	Exchange effect	(917)		2,406		13,657		15,146		Exchange effect	(4,573)		(1,591)		3,286		(2,878)
Balance as of July 1, 2023		$	1,316,429	$	370,025	$	765,412	$	2,451,866
Balance as of September 30, 2023										Balance as of September 30, 2023	$	1,315,871	$	368,175	$	768,373	$	2,452,419


		July 1, 2023					December 31, 2022						September 30, 2023					December 31, 2022
		Estimated Weighted Avg Remaining Life	Gross Carrying Amount		Accumulated Amortization		Estimated Weighted Avg Remaining Life	Gross Carrying Amount		Accumulated Amortization			Estimated Weighted Avg Remaining Life	Gross Carrying Amount		Accumulated Amortization		Estimated Weighted Avg Remaining Life	Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets:	Amortized intangible assets:											Amortized intangible assets:
Customer lists	Customer lists	7.3	$	842,004	$	(495,609)	7.6	$	839,811	$	(460,885)	Customer lists	7.2	$	839,507	$	(509,610)	7.6	$	839,811	$	(460,885)
Backlog	Backlog	0.3	7,520		(6,831)		0.1	8,301		(6,352)		Backlog	0.0	7,496		(7,286)		0.1	8,301		(6,352)
Developed technology	Developed technology	8.6	97,158		(40,361)		8.3	79,763		(35,797)		Developed technology	8.4	97,886		(42,290)		8.3	79,763		(35,797)
			$	946,682	$	(542,801)		$	927,875	$	(503,034)			$	944,889	$	(559,186)		$	927,875	$	(503,034)
Indefinite-lived assets:	Indefinite-lived assets:											Indefinite-lived assets:
Trademarks and tradenames	Trademarks and tradenames		$	1,386,890				$	1,369,391			Trademarks and tradenames		$	1,389,843				$	1,369,391

The aggregate intangible amortization expense was ~~$16.5~~$18.9 million and ~~$16.5~~$19.8 million for the three months period ended ~~July 1,~~September 30, 2023 and ~~July 2,~~October 1, 2022, respectively. The aggregate intangible amortization expense was ~~$37.7~~$56.6 million and ~~$50.1~~$69.9 million for the ~~six~~nine months period ended ~~July 1,~~September 30, 2023 and ~~July 2,~~October 1, 2022, respectively. The estimated future amortization expense of intangible assets is as follows (in thousands):


Twelve Month Period coinciding with the end of the company's Fiscal Second Quarter		Amortization Expense
Twelve Month Period coinciding with the end of the company's Fiscal Third Quarter				Twelve Month Period coinciding with the end of the company's Fiscal Third Quarter	Amortization Expense

2024	2024	$	70,689	2024	$	66,884
2025	2025	58,523		2025	57,668
2026	2026	55,972		2026	55,416
2027	2027	49,514		2027	47,063
2028	2028	41,809		2028	40,934
Thereafter	Thereafter	127,374		Thereafter	117,738
		$	403,881		$	385,703


		Jul 1, 2023		Dec 31, 2022			Sep 30, 2023		Dec 31, 2022
Contract liabilities	Contract liabilities	$	158,133	$	185,824	Contract liabilities	$	141,388	$	185,824
Accrued payroll and related expenses	Accrued payroll and related expenses	102,786		122,861		Accrued payroll and related expenses	115,363		122,861
Accrued warranty	Accrued warranty	85,318		82,096		Accrued warranty	87,327		82,096
Accrued customer rebates	Accrued customer rebates	50,174		70,706		Accrued customer rebates	56,357		70,706
Accrued short-term leases	Accrued short-term leases	26,840		25,250		Accrued short-term leases	26,634		25,250
Accrued sales and other tax	Accrued sales and other tax	25,853		24,044		Accrued sales and other tax	24,889		24,044
Accrued contingent consideration	Accrued contingent consideration	20,305		20,529		Accrued contingent consideration	19,720		20,529
Accrued professional fees	Accrued professional fees	17,225		19,541		Accrued professional fees	18,442		19,541
Accrued agent commission	Accrued agent commission	16,578		17,381		Accrued agent commission	16,788		17,381
Accrued product liability and workers compensation	Accrued product liability and workers compensation	11,312		11,326		Accrued product liability and workers compensation	11,150		11,326

Other accrued expenses	Other accrued expenses	86,891		91,769		Other accrued expenses	77,484		91,769

		$	601,415	$	671,327		$	595,542	$	671,327

In the normal course of business, the company issues product warranties for specific product lines and provides for the estimated future warranty cost in the period in which the sale is recorded. The estimate of warranty cost is based on contract terms and historical warranty loss experience that is periodically adjusted for recent actual experience. Because warranty estimates are forecasts that are based on the best available information, actual claims costs may differ from amounts provided. Adjustments to initial obligations for warranties are made as changes in the obligations become reasonably estimable.


		Jul 1, 2023		Dec 31, 2022			Sep 30, 2023		Dec 31, 2022
		(in thousands)					(in thousands)
Senior secured revolving credit line	Senior secured revolving credit line	$	291,811	$	251,805	Senior secured revolving credit line	$	148,645	$	251,805
Term loan facility	Term loan facility	957,724		975,785		Term loan facility	951,819		975,785
Delayed draw term loan facility	Delayed draw term loan facility	735,938		750,000		Delayed draw term loan facility	731,250		750,000
Convertible senior notes	Convertible senior notes	739,714		737,918		Convertible senior notes	740,602		737,918
Foreign loans	Foreign loans	5,813		5,917		Foreign loans	7,169		5,917
Other debt arrangement	Other debt arrangement	794		899		Other debt arrangement	741		899
Total debt	Total debt	2,731,794		2,722,324		Total debt	2,580,226		2,722,324
Less: Current maturities of long-term debt	Less: Current maturities of long-term debt	44,250		45,583		Less: Current maturities of long-term debt	44,330		45,583
Long-term debt	Long-term debt	$	2,687,544	$	2,676,741	Long-term debt	$	2,535,896	$	2,676,741

As of ~~July 1,~~September 30, 2023, the company had ~~$2.0~~$1.8 billion of borrowings outstanding under its credit facility (the "Credit Facility"), including ~~$962.5~~$956.3 million outstanding under the term loan ($~~957.7~~951.8 million, net of unamortized issuance fees) and ~~$735.9~~$731.3 million outstanding under the delayed draw term loan. The company also had ~~$1.9~~$1.6 million in outstanding letters of credit as of ~~July 1,~~September 30, 2023, which reduces the borrowing availability under the Credit Facility. Remaining borrowing capacity under this facility was ~~$2.5~~$2.6 billion at ~~July 1,~~September 30, 2023.

On August 11, 2022, the company borrowed $750.0 million against the delayed draw term facility as provided under the Credit Agreement. The funds were used to reduce outstanding borrowings under the revolver. The delayed draw term loan amortizes in quarterly installments due on the last day of each fiscal quarter, and commenced on December 31, 2022, in an amount equal to 0.625% of the principal drawn, with the balance, plus any accrued interest payable by October 21, 2026.

At ~~July 1,~~September 30, 2023, borrowings under the Credit Facility accrued interest at a rate of 1.625% above the daily simple or term Secured Overnight Financing Rate (“SOFR”) per annum or 0.625% above the highest of the prime rate, the federal funds rate plus 0.50% and one month Term SOFR plus 1.00%. The interest rates on borrowings under the Credit Facility may be adjusted quarterly based on the company’s Funded Debt less Unrestricted Cash to Pro Forma EBITDA (the “Leverage Ratio”) on a rolling four-quarter basis. Additionally, a commitment fee based upon the Leverage Ratio is charged on the unused portion of the commitments under the Credit Facility. As of ~~July 1,~~September 30, 2023, borrowings under the Credit Facility accrued interest at a minimum of 1.625% above SOFR and the variable unused commitment fee will be at a minimum of 0.25%. Borrowings under the Credit Facility accrue interest at a minimum of 1.625% above the daily simple SOFR or term SOFR for the applicable interest period (each of which includes a spread adjustment of 0.10%). The average interest rate per annum, inclusive of hedging instruments, on the debt under the Credit Facility was equal to ~~4.85%~~5.11% at the end of the period and the variable commitment fee was equal to 0.25% per annum as of ~~July 1,~~September 30, 2023.

The company’s debt is reflected on the balance sheet at cost. The fair values of the Credit Facility, term debt and foreign and other debt is based on the amount of future cash flows associated with each instrument discounted using the company's incremental borrowing rate. The company believes its interest rate margins on its existing debt are consistent with current market conditions and therefore the carrying value of debt reflects the fair value. The interest rate margin is based on the company's Leverage Ratio. The carrying value and estimated aggregate fair value, a level 2 measurement, based primarily on market prices, of debt excluding the Convertible Notes is as follows (in thousands):

The company uses floating-to-fixed interest rate swap agreements to hedge variable interest rate risk associated with the Credit Facility. At ~~July 1,~~September 30, 2023, the company had outstanding floating-to-fixed interest rate swaps totaling ~~$308.0~~$208.0 million notional amount carrying an average interest rate of ~~1.89%~~1.55% maturing in less than 12 months and $740.0 million notional amount carrying an average interest rate of 1.69% that mature in more than 12 months but less than 5653 months.


		Jul 1, 2023		Dec 31, 2022				Sep 30, 2023		Dec 31, 2022
		(in thousands)				(in thousands)
Principal amounts:	Principal amounts:						Principal amounts:
Principal	Principal	$	747,499	$	747,499		Principal	$	747,499	$	747,499

Unamortized issuance costs	Unamortized issuance costs	(7,785)		(9,581)			Unamortized issuance costs	(6,897)		(9,581)
Net carrying amount	Net carrying amount	$	739,714	$	737,918		Net carrying amount	$	740,602	$	737,918


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		Jul 1, 2023		Jul 2, 2022		Jul 1, 2023		Jul 2, 2022			Sep 30, 2023		Oct 1, 2022		Sep 30, 2023		Oct 1, 2022
Contractual interest expense	Contractual interest expense	$	1,869	$	1,868	$	3,738	$	3,758	Contractual interest expense	$	1,847	$	1,848	$	5,585	$	5,606
Interest cost related to amortization of issuance costs	Interest cost related to amortization of issuance costs	898		898		1,796		1,800		Interest cost related to amortization of issuance costs	889		888		2,685		2,688
Total interest expense	Total interest expense	$	2,767	$	2,766	$	5,534	$	5,558	Total interest expense	$	2,736	$	2,736	$	8,270	$	8,294

The estimated fair value of the Convertible Notes was ~~$912.5~~$837.8 million as of ~~July 1,~~September 30, 2023 and was determined through consideration of quoted market prices. The fair value is classified as Level 2, as defined in Note 1(d), Fair Value Measurements, in these Notes to the Condensed Consolidated Financial Statement. The if-converted value of the Convertible Notes ~~exceeded~~did not exceed their respective principal value ~~by $111.6 million~~ as of ~~July 1,~~September 30, 2023.

In connection with the pricing of the Convertible Notes, the company entered into privately negotiated Capped Call Transactions (the "2020 Capped Call Transactions") and the company used the net proceeds of the offering of the Convertible Notes to pay the aggregate amount of $104.7 million for them. The company entered into two tranches of privately negotiated Capped Call Transactions in December 2021 (the "2021 Capped Call Transactions") in the aggregate amount of $54.6 million. On March 15, 2022 , the company entered into an additional tranche of privately negotiated Capped Call Transactions (the "2022 Capped Call Transactions") in the amount of $9.7 million.

The 2020, 2021, and 2022 Capped Call Transactions (collectively, the "Capped Call Transactions") are expected generally to reduce the potential dilution and/or offset the cash payments the company is required to make in excess of the principal amount of the Convertible Notes upon conversion of the Convertible Notes in the event that the market price per share of the company's common stock is greater than the strike price of the Capped Call Transactions (which initially corresponds to the initial conversion price of the Convertible Notes and is subject to certain adjustments under the terms of the Capped Call Transactions), with such reduction and/or offset subject to a cap based on the cap price of the Capped Call Transactions. The 2020 Capped Call Transactions have an initial cap price of $207.93 per share of the company's common stock. The 2021 Capped Call Transactions have initial cap prices of $216.50 and $225.00 per share of the company's common stock. The 2022 Capped Call Transactions have an initial cap price of $229.00 per share. The Capped Call Transactions cover, initially, the number of shares of the company's common stock underlying the Convertible Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes.

The Capped Call Transactions are separate transactions entered into by the company with the capped call counterparties, and are not part of the terms of the Convertible Notes and will not affect any holder's right under the Convertible Notes. Holders of the Convertible Notes will not have any rights with respect to the Capped Call Transactions. The Capped Call Transactions do not meet the criteria for separate accounting as a derivative as they are indexed to the company's stock. The premiums paid of the Capped Call Transactions have been included as a net reduction to additional paid-in capital with stockholders' equity.

Foreign Exchange: The company uses foreign currency forward, foreign exchange swaps and option purchase and sales contracts to hedge its exposure to changes in foreign currency exchange rates. The company’s primary hedging activities are to mitigate its exposure to changes in exchange rates on intercompany and third party trade receivables and payables. The company does not currently enter into derivative financial instruments for speculative purposes. In managing its foreign currency exposures, the company identifies and aggregates naturally occurring offsetting positions and then hedges residual balance sheet exposures. The notional amount of foreign currency contracts outstanding was ~~$400.8~~$224.6 million and $562.5 million as of ~~July 1,~~September 30, 2023 and December 31, 2022, respectively. The fair value of the forward and option contracts was a loss of ~~$2.1~~$0.6 million at the end of the ~~second~~third quarter of 2023.

Interest Rate: The company has entered into interest rate swaps to fix the interest rate applicable to certain of its variable-rate debt. The agreements ~~swap~~swapped one-month LIBOR for fixed rates. In February 2022, the company entered into an additional floating-to-fixed interest rate swap agreement that uses a daily SOFR in lieu of LIBOR. In April 2023, all outstanding LIBOR swap agreements were amended to one month term SOFR. The company has designated these swaps as cash flow hedges and all changes in fair value of the swaps are recognized in accumulated other comprehensive income. As of ~~July 1,~~September 30, 2023, the fair value of these instruments was an asset of ~~$62.1~~$62.2 million. The change in fair value of these swap agreements in the first ~~six~~nine months of 2023 was a loss of $2.1 million, net of taxes.


		Condensed Consolidated Balance Sheet Presentation	Jul 1, 2023		Dec 31, 2022			Condensed Consolidated Balance Sheet Presentation	Sep 30, 2023		Dec 31, 2022
Fair value	Fair value	Prepaid expense and other	$	7,286	$	6,805	Fair value	Prepaid expense and other	$	3,288	$	6,805
Fair value	Fair value	Other assets	$	54,850	$	58,180	Fair value	Other assets	$	58,875	$	58,180


			Three Months Ended				Six Months Ended						Three Months Ended				Nine Months Ended
		Presentation of Gain/(loss)	Jul 1, 2023		Jul 2, 2022		Jul 1, 2023		Jul 2, 2022			Presentation of Gain/(loss)	Sep 30, 2023		Oct 1, 2022		Sep 30, 2023		Oct 1, 2022
Gain/(loss) recognized in accumulated other comprehensive income	Gain/(loss) recognized in accumulated other comprehensive income	Other comprehensive income	$	16,657	$	7,195	$	12,435	$	45,242	Gain/(loss) recognized in accumulated other comprehensive income	Other comprehensive income	$	8,706	$	33,105	$	21,141	$	78,347
Gain/(loss) reclassified from accumulated other comprehensive income (effective portion)	Gain/(loss) reclassified from accumulated other comprehensive income (effective portion)	Interest expense	$	8,275	$	(3,856)	$	15,284	$	(7,817)	Gain/(loss) reclassified from accumulated other comprehensive income (effective portion)	Interest expense	$	8,679	$	171	$	23,963	$	(7,646)

Interest rate swaps are subject to default risk to the extent the counterparties are unable to satisfy their settlement obligations under the interest rate swap agreements. The company reviews the credit profile of the financial institutions that are counterparties to such swap agreements and assesses their creditworthiness prior to entering into the interest rate swap agreements and throughout the term. The interest rate swap agreements typically contain provisions that allow the counterparty to require early settlement in the event that the company becomes insolvent or is unable to maintain compliance with its covenants under its existing debt agreements.

The Commercial Foodservice Equipment Group has a broad portfolio of foodservice equipment, which enables it to serve virtually any cooking, warming, holding, refrigeration, freezing and beverage application within a commercial kitchen or foodservice operation. This equipment is used across all types of foodservice operations, including quick-service restaurants, full-service restaurants, ghost kitchens, convenience stores, supermarkets, retail outlets, hotels and other institutions. 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, soft serve ice cream equipment, coffee and beverage dispensing equipment, home and professional craft brewing equipment, fry dispensers, bottle filling and canning equipment, IoT solutions and controls development and manufacturing.

The Food Processing Equipment Group offers a broad portfolio of processing solutions for customers producing protein products, such as bacon, salami, hot dogs, dinner sausages, poultry and lunchmeats and baked goods such as muffins, cookies, crackers, pies, bread and buns. Through its broad line of products, the company is able to deliver a wide array of food preparation, thermal processing, slicing/packaging, facility automation and equipment sanitation solutions to service a variety of food processing requirements demanded by its customers. The company can offer highly integrated full processing line solutions that provide a food processing operation a uniquely integrated solution providing for the highest level of food quality, product consistency, and reduced operating costs resulting from increased product yields, increased capacity and greater throughput and reduced labor costs through automation. 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 tumblers, massagers, grinders, slicers, reduction and emulsion systems, mixers, blenders, formers, 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, automated washing systems, auto-guided vehicles, 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.


		Three Months Ended								Six Months Ended									Three Months Ended								Nine Months Ended
		Jul 1, 2023				Jul 2, 2022				Jul 1, 2023				Jul 2, 2022					Sep 30, 2023				Oct 1, 2022				Sep 30, 2023				Oct 1, 2022
		Sales		Percent		Sales		Percent		Sales		Percent		Sales		Percent			Sales		Percent		Sales		Percent		Sales		Percent		Sales		Percent
Business Segments:	Business Segments:																	Business Segments:
Commercial Foodservice	Commercial Foodservice	$	645,663	62.1	%	$	606,274	59.8	%	$	1,259,598	61.5	%	$	1,146,292	57.1	%	Commercial Foodservice	$	634,009	64.7	%	$	619,557	62.4	%	$	1,893,607	62.5	%	$	1,765,849	58.8	%
Food Processing	Food Processing	188,748		18.1		127,318		12.6		362,251		17.7		250,896		12.5		Food Processing	166,667		17.0		152,349		15.3		528,918		17.5		403,245		13.5
Residential Kitchen	Residential Kitchen	205,571		19.8		280,009		27.6		425,529		20.8		611,089		30.4		Residential Kitchen	179,975		18.3		220,965		22.3		605,504		20.0		832,054		27.7
Total	Total	$	1,039,982	100.0	%	$	1,013,601	100.0	%	$	2,047,378	100.0	%	$	2,008,277	100.0	%	Total	$	980,651	100.0	%	$	992,871	100.0	%	$	3,028,029	100.0	%	$	3,001,148	100.0	%


		Commercial Foodservice		Food Processing		Residential Kitchen		Corporate and Other (1)		Total			Commercial Foodservice		Food Processing		Residential Kitchen		Corporate and Other (1)		Total
Three Months Ended July 1, 2023
Three Months Ended September 30, 2023												Three Months Ended September 30, 2023
Net sales	Net sales	$	645,663	$	188,748	$	205,571	$	—	$	1,039,982	Net sales	$	634,009	$	166,667	$	179,975	$	—	$	980,651
Income (loss) from operations (2, 3)	Income (loss) from operations (2, 3)	156,969		39,324		19,096		(30,618)		184,771		Income (loss) from operations (2, 3)	158,582		37,472		10,915		(32,528)		174,441
Depreciation expense (4)	Depreciation expense (4)	7,011		1,889		3,319		304		12,523		Depreciation expense (4)	6,957		1,924		3,304		403		12,588
Amortization expense (5)	Amortization expense (5)	14,138		132		2,250		1,787		18,307		Amortization expense (5)	13,959		2,677		2,280		1,777		20,693
Net capital expenditures	Net capital expenditures	10,843		2,869		7,540		1,578		22,830		Net capital expenditures	7,056		6,672		6,825		777		21,330

Six Months Ended July 1, 2023
Nine Months Ended September 30, 2023												Nine Months Ended September 30, 2023
Net sales	Net sales	$	1,259,598	$	362,251	$	425,529	$	—	$	2,047,378	Net sales	$	1,893,607	$	528,918	$	605,504	$	—	$	3,028,029
Income (loss) from operations (2, 3)	Income (loss) from operations (2, 3)	293,531		74,011		40,282		(62,031)		345,793		Income (loss) from operations (2, 3)	452,113		111,483		51,197		(94,559)		520,234
Depreciation expense (4)	Depreciation expense (4)	13,177		3,986		6,766		571		24,500		Depreciation expense (4)	20,134		5,910		10,070		974		37,088
Amortization expense (5)	Amortization expense (5)	28,946		4,269		4,488		3,574		41,277		Amortization expense (5)	42,905		6,946		6,768		5,351		61,970
Net capital expenditures	Net capital expenditures	27,749		5,072		13,754		1,740		48,315		Net capital expenditures	34,805		11,744		20,579		2,517		69,645

Total assets	Total assets	$	3,828,055	$	1,034,594	$	1,974,752	$	147,357	$	6,984,758	Total assets	$	3,775,421	$	1,030,366	$	1,976,071	$	140,750	$	6,922,608

Three Months Ended July 2, 2022
Three Months Ended October 1, 2022												Three Months Ended October 1, 2022
Net sales	Net sales	$	606,274	$	127,318	$	280,009	$	—	$	1,013,601	Net sales	$	619,557	$	152,349	$	220,965	$	—	$	992,871
Income (loss) from operations (2, 3)	Income (loss) from operations (2, 3)	137,584		18,308		46,077		(34,742)		167,227		Income (loss) from operations (2, 3)	142,999		27,661		29,788		(38,743)		161,705
Depreciation expense (4)	Depreciation expense (4)	5,817		1,332		3,425		183		10,757		Depreciation expense (4)	5,822		1,591		1,861		205		9,479
Amortization expense (5)	Amortization expense (5)	13,553		1,905		1,030		1,790		18,278		Amortization expense (5)	14,124		4,470		1,289		1,778		21,661
Net capital expenditures	Net capital expenditures	7,373		4,068		5,705		490		17,636		Net capital expenditures	10,235		2,959		5,211		376		18,781

Six Months Ended July 2, 2022
Nine Months Ended October 1, 2022												Nine Months Ended October 1, 2022
Net sales	Net sales	$	1,146,292	$	250,896	$	611,089	$	—	$	2,008,277	Net sales	$	1,765,849	$	403,245	$	832,054	$	—	$	3,001,148
Income (loss) from operations (2, 3)	Income (loss) from operations (2, 3)	247,219		38,503		71,023		(66,954)		289,791		Income (loss) from operations (2, 3)	390,218		66,164		100,811		(105,697)		451,496
Depreciation expense (4)	Depreciation expense (4)	11,656		2,690		7,410		373		22,129		Depreciation expense (4)	17,478		4,281		9,271		578		31,608
Amortization expense (5)	Amortization expense (5)	27,044		3,850		19,159		3,595		53,648		Amortization expense (5)	41,169		8,319		20,448		5,373		75,309
Net capital expenditures	Net capital expenditures	12,930		7,162		11,246		795		32,133		Net capital expenditures	23,165		10,121		16,457		1,171		50,914

Total assets	Total assets	$	3,719,217	$	698,818	$	2,042,631	$	118,707	$	6,579,373	Total assets	$	3,716,686	$	857,891	$	1,949,883	$	147,401	$	6,671,861


		Jul 1, 2023		Jul 2, 2022			Sep 30, 2023		Oct 1, 2022
United States and Canada	United States and Canada	$	497,064	$	430,665	United States and Canada	$	525,347	$	470,952

Asia	Asia	38,105		35,424		Asia	39,294		33,432
Europe and Middle East	Europe and Middle East	156,780		140,716		Europe and Middle East	154,794		135,341
Latin America	Latin America	13,968		11,152		Latin America	14,351		12,377
Total international	Total international	$	208,853	$	187,292	Total international	$	208,439	$	181,150
		$	705,917	$	617,957		$	733,786	$	652,102


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		Jul 1, 2023		Jul 2, 2022		Jul 1, 2023		Jul 2, 2022			Sep 30, 2023		Oct 1, 2022		Sep 30, 2023		Oct 1, 2022
Net Periodic Pension Benefit:	Net Periodic Pension Benefit:									Net Periodic Pension Benefit:
Interest cost	Interest cost	11,476		6,281		$	22,614	$	12,986	Interest cost	11,606		5,881		$	34,220	$	18,867
Expected return on assets	Expected return on assets	(14,652)		(18,694)		(28,871)		(38,650)		Expected return on assets	(14,816)		(17,505)		(43,687)		(56,155)
Amortization of net loss	Amortization of net loss	7		904		14		1,869		Amortization of net loss	7		847		21		2,716
Amortization of prior service cost	Amortization of prior service cost	651		653		1,282		1,349		Amortization of prior service cost	657		611		1,939		1,960

		$	(2,518)	$	(10,856)	$	(4,961)	$	(22,446)		$	(2,546)	$	(10,166)	$	(7,507)	$	(32,612)

In November 2017, the company's Board of Directors approved a stock repurchase program authorizing the company to repurchase in the aggregate up to 2,500,000 shares of its outstanding common stock. In May 2022, the company's Board of Directors approved the company to repurchase an additional 2,500,000 shares of its outstanding common stock under the current program. During the three ~~and six~~ months ended ~~July 1,~~September 30, 2023, the company purchased zero shares of its common stock under the program. During the nine months ended September 30, 2023, the company repurchased ~~48,758 and~~ 397,738 shares of its common stock under the program for ~~$6.8 million and~~ $55.6 million, including applicable commissions and excise tax, which represented an average price of ~~$138.77 and~~ $139.68. As of ~~July 1,~~September 30, 2023, 3,116,364 shares had been purchased under the stock repurchase program and 1,883,636 shares remained authorized for repurchase.

The company also treats shares withheld for tax purposes on behalf of employees in connection with the vesting of restricted share grants as common stock repurchases because they reduce the number of shares that would have been issued upon vesting. During the ~~three and six~~nine months ended ~~July 1,~~September 30, 2023, the company repurchased ~~1,334 and~~ 126,550 shares of its common stock that were surrendered to the company for withholding taxes related to restricted stock vestings for ~~$0.2 million and~~ $19.7 million.

This report contains forward-looking statements subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. The company cautions readers that these projections are based upon future results or events and are highly dependent upon a variety of important factors which could cause such results or events to differ materially from any forward-looking statements which may be deemed to have been made in this report, or which are otherwise made by or on behalf of the company. Such factors include, but are not limited to, volatility in earnings resulting from goodwill impairment losses which may occur irregularly and in varying amounts; variability in financing costs and interest rates; quarterly variations in operating results; dependence on key customers; international exposure; foreign exchange and political risks affecting international sales; unfavorable tax law changes and tax authority rulings; ability to protect trademarks, copyrights and other intellectual property; cybersecurity attacks and other breaches in security; changing market conditions, including inflation; the impact of competitive products and pricing; the timely development and market acceptance of the company’s products; the availability and cost of raw materials; the company's continued ability to realize profitable growth through the sourcing and completion of strategic acquisitions; and other risks detailed herein and from time-to-time in the company’s SEC filings, including the company’s 2022 Annual Report on Form 10-K. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this report are made only as of the date hereof and, except as required by federal securities laws and rules and regulations of the SEC, the company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The company has been negatively impacted by inflation in wages, logistics, energy, raw materials and component costs. Price increases and pricing strategies have been implemented to mitigate the impact of cost inflation on margins and the company continues to actively monitor costs. There is a delay, however, in the realization of pricing due to lead times of orders in the backlog and global supply chain and logistics constraints. High inflation has ~~lead~~led to increased interest rates throughout 2022 and ~~into~~through the first six months of 2023, which combined with global macroeconomic uncertainty can impact customer demand. Most notably in our residential segment, we have faced recent demand headwinds. We remain focused on delivering strong financial results and executing on our long-term strategy and profitability objectives.

The company continues to actively monitor global supply chain, labor and logistics constraints, which have had a negative impact on the company's ability to source parts and complete and ship units. While the company has experienced some relief of the supply chain and logistics constraints, supply chains for certain key components remain distressed. The availability of resources and inflationary costs have resulted in heightened inventory levels and backlogs, impacted margins and placed constraints on our operating cash flows. To combat these pressures, the company has evaluated alternative sourcing, dual sourcing and collaborated across the organization, where appropriate, without materially presenting new risks or increasing current risks around quality and reliability. Our capital resources have been sufficient to address these challenges and are expected to continue to be.


		Three Months Ended								Six Months Ended									Three Months Ended								Nine Months Ended
		Jul 1, 2023				Jul 2, 2022				Jul 1, 2023				Jul 2, 2022					Sep 30, 2023				Oct 1, 2022				Sep 30, 2023				Oct 1, 2022
		Sales		Percent		Sales		Percent		Sales		Percent		Sales		Percent			Sales		Percent		Sales		Percent		Sales		Percent		Sales		Percent
Business Segments:	Business Segments:																	Business Segments:
Commercial Foodservice	Commercial Foodservice	$	645,663	62.1	%	$	606,274	59.8	%	$	1,259,598	61.5	%	$	1,146,292	57.1	%	Commercial Foodservice	$	634,009	64.7	%	$	619,557	62.4	%	$	1,893,607	62.5	%	$	1,765,849	58.8	%
Food Processing	Food Processing	188,748		18.1		127,318		12.6		362,251		17.7		250,896		12.5		Food Processing	166,667		17.0		152,349		15.3		528,918		17.5		403,245		13.5
Residential Kitchen	Residential Kitchen	205,571		19.8		280,009		27.6		425,529		20.8		611,089		30.4		Residential Kitchen	179,975		18.3		220,965		22.3		605,504		20.0		832,054		27.7
Total	Total	$	1,039,982	100.0	%	$	1,013,601	100.0	%	$	2,047,378	100.0	%	$	2,008,277	100.0	%	Total	$	980,651	100.0	%	$	992,871	100.0	%	$	3,028,029	100.0	%	$	3,001,148	100.0	%


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		Jul 1, 2023		Jul 2, 2022		Jul 1, 2023		Jul 2, 2022			Sep 30, 2023		Oct 1, 2022		Sep 30, 2023		Oct 1, 2022
Net sales	Net sales	100.0	%	100.0	%	100.0	%	100.0	%	Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	Cost of sales	62.2		64.4		62.3		65.6		Cost of sales	61.7		63.2		62.1		64.8
Gross profit	Gross profit	37.8		35.6		37.7		34.4		Gross profit	38.3		36.8		37.9		35.2
Selling, general and administrative expenses	Selling, general and administrative expenses	19.6		18.7		20.5		19.7		Selling, general and administrative expenses	20.0		20.3		20.3		19.9
Restructuring	Restructuring	0.5		0.4		0.4		0.3		Restructuring	0.5		0.2		0.4		0.3

Income from operations	Income from operations	17.8		16.5		16.9		14.4		Income from operations	17.8		16.3		17.2		15.0
Interest expense and deferred financing amortization, net	Interest expense and deferred financing amortization, net	3.0		2.1		3.0		1.9		Interest expense and deferred financing amortization, net	3.2		2.4		3.0		2.1
Net periodic pension benefit (other than service costs)	Net periodic pension benefit (other than service costs)	(0.2)		(1.1)		(0.2)		(1.1)		Net periodic pension benefit (other than service costs)	(0.2)		(1.0)		(0.2)		(1.1)
Other expense, net	Other expense, net	—		0.6		0.1		0.5		Other expense, net	0.1		0.9		0.1		0.6
Earnings before income taxes	Earnings before income taxes	15.0		14.9		14.0		13.1		Earnings before income taxes	14.7		14.0		14.3		13.4
Provision for income taxes	Provision for income taxes	3.8		3.8		3.5		3.2		Provision for income taxes	3.6		3.5		3.6		3.3
Net earnings	Net earnings	11.2	%	11.1	%	10.5	%	9.9	%	Net earnings	11.1	%	10.5	%	10.7	%	10.1	%

NET SALES. Net sales for the three months period ended ~~July 1,~~September 30, 2023 ~~increased~~decreased by ~~$26.4~~$12.2 million or ~~2.6%~~1.2% to ~~$1,040.0~~$980.7 million as compared to ~~$1,013.6~~$992.9 million in the three months period ended ~~July 2,~~October 1, 2022. Net sales increased by ~~$49.9~~$18.0 million, or ~~4.9%~~1.8%, from the fiscal 2022 acquisitions of ~~Kloppenberg, Proxaut, Icetro,~~ CP Packaging, Colussi Ermes, Escher, Marco, and the fiscal 2023 acquisitions of Flavor Burst, Blue Sparq, Filtration Automation, Terry, and ~~Filtration Automation.~~Trade-Wind. Excluding acquisitions, net sales decreased ~~$23.5~~$30.2 million, or ~~2.3%~~3.0%, from the prior year period. The impact of foreign exchange rates on foreign sales translated into U.S. Dollars for the three months period ended ~~July 1,~~September 30, 2023 increased net sales by approximately ~~$0.1~~$13.2 million or ~~0.0%~~1.3%. Excluding the impact of foreign exchange and acquisitions, sales decreased ~~2.3%~~4.4% for the three months period ended ~~July 1,~~September 30, 2023 as compared to the prior year period, including a net sales increase of ~~2.9%~~0.2% at the Commercial Foodservice Equipment Group, a net sales increase of ~~26.7%~~1.2% at the Food Processing Equipment Group and a net sales decrease of ~~26.8%~~21.0% at the Residential Kitchen Equipment Group.

•Net sales of the Commercial Foodservice Equipment Group increased by ~~$39.4~~$14.4 million, or ~~6.5%~~2.3%, to ~~$645.7~~$634.0 million in the three months period ended ~~July 1,~~September 30, 2023, as compared to ~~$606.3~~$619.6 million in the prior year period. Net sales from the acquisitions of ~~Kloppenberg, Icetro,~~ Marco, Flavor Burst, ~~and~~ Blue Sparq, and Terry, which were acquired on ~~April 25, 2022, June 30, 2022,~~ December 20, 2022, January 24, 2023, ~~and~~ April 3, 2023 and July 5, 2023, respectively, accounted for an increase of ~~$23.2~~$8.0 million during the three months period ended ~~July 1,~~September 30, 2023. Excluding the impact of acquisitions, net sales of the Commercial Foodservice Equipment Group increased ~~$16.2~~$6.4 million, or ~~2.7%~~1.0%, as compared to the prior year period. Excluding the impact of foreign exchange and acquisitions, net sales increased ~~$17.3~~$1.1 million, or ~~2.9%~~0.2%, at the Commercial Foodservice Equipment Group. Domestically, the company realized a sales ~~increase~~decrease of ~~$23.5~~$1.5 million, or ~~5.2%~~0.3%, to ~~$474.8~~$458.5 million, as compared to ~~$451.3~~$460.0 million in the prior year period. This includes an increase of ~~$9.6~~$3.7 million from the recent acquisitions. Excluding the acquisitions, the net ~~increase~~decrease in domestic sales was ~~$13.9~~$5.2 million, or ~~3.1%~~1.1%. The ~~increase~~decrease in domestic sales is related to ~~higher shipments and pricing increases.~~slow market conditions. International sales increased $15.9 million, or ~~10.3%~~10.0%, to ~~$170.9~~$175.5 million, as compared to ~~$155.0~~$159.6 million in the prior year period. This includes an increase of ~~$13.6~~$4.3 million from the recent acquisitions and ~~a decrease~~an increase of ~~$1.1~~$5.3 million related to the ~~unfavorable~~favorable impact of exchange rates. Excluding the impact of foreign exchange and acquisitions, the net sales increase in international sales was ~~$3.4~~$6.3 million, or ~~2.2%~~3.9%. The increase in international sales is related to improvements in market conditions, primarily in the Asia and Latin American markets.

•Net sales of the Food Processing Equipment Group increased by ~~$61.4~~$14.4 million, or ~~48.2%~~9.5%, to ~~$188.7~~$166.7 million in the three months period ended ~~July 1,~~September 30, 2023, as compared to ~~$127.3~~$152.3 million in the prior year period. Net sales from the acquisitions of CP Packaging, Colussi Ermes, Escher, and Filtration Automation, which were acquired on July 12, 2022, July 27, 2022, November 10, 2022, and June 13, 2023, respectively, accounted for an increase of $9.2 million during the three months period ended September 30, 2023. Excluding the impact of acquisitions, net sales of the Food Processing Equipment Group increased $5.2 million, or 3.4%, as compared to the prior year period. Excluding the impact of foreign exchange and acquisitions, net sales increased $1.9 million, or 1.2%, at the Food Processing Equipment Group. Domestically, the company realized a sales increase of $2.7 million, or 2.5%, to $111.1 million, as compared to $108.4 million in the prior year period. This includes an increase of $4.5 million from the recent acquisitions. Excluding the acquisitions, the net decrease in domestic sales was $1.8 million, or 1.7%. International sales increased $11.7 million, or 26.7%, to $55.6 million, as compared to $43.9 million in the prior year period. This includes an increase of $4.7 million from the recent acquisitions and an increase of $3.3 million related to the favorable impact of exchange rates. Excluding the impact of foreign exchange and acquisitions, the net sales increase in international sales was $3.7 million, or 8.4%. The increase in international sales is primarily related to bakery products.

•Net sales of the Residential Kitchen Equipment Group decreased by $41.0 million, or 18.6%, to $180.0 million in the three months period ended September 30, 2023, as compared to $221.0 million in the prior year period. Excluding the impact of the acquisition of Trade-Wind, acquired August 1, 2023, net sales decreased $41.8 million, or 18.9%. Excluding the impact of foreign exchange and the acquisition, net sales decreased $46.4 million, or 21.0% at the Residential Kitchen Equipment Group. Domestically, the company realized a sales decrease of $29.3 million, or 20.1%, to $116.5 million, as compared to $145.8 million in the prior year period. Excluding the acquisitions, the net decrease in domestic sales was $30.1 million, or 20.6%. International sales decreased $11.7 million, or 15.6%, to $63.5 million, as compared to $75.2 million in the prior year period. This includes an increase of $4.6 million related to the favorable impact of exchange rates. Excluding the impact of foreign exchange, the net sales decrease in international sales was $16.3 million, or 21.7%. The decrease in domestic and international sales was primarily driven by challenging market conditions and higher inventory levels in the channel.

GROSS PROFIT. Gross profit increased to $375.3 million in the three months period ended September 30, 2023, as compared to $365.2 million in the prior year period, primarily reflecting higher sales volumes at the Commercial Foodservice Equipment Group and Food Processing Equipment Group. The impact of foreign exchange rates increased gross profit by approximately $4.6 million. The gross margin rate was 38.3% in the three months period ended September 30, 2023, as compared to 36.8% in the prior year period, primarily driven by higher sales volumes and improvements in product mix.

•Gross profit at the Commercial Foodservice Equipment Group increased by $20.0 million, or 8.5%, to $255.3 million in the three months period ended September 30, 2023, as compared to $235.3 million in the prior year period. Gross profit from the acquisitions of Marco, Flavor Burst, Blue Sparq, and Terry increased gross profit by $3.5 million. Excluding acquisitions, gross profit increased by $16.5 million. The impact of foreign exchange rates increased gross profit by approximately $1.7 million. The gross margin rate increased to 40.3%, as compared to 38.0% in the prior year period related to higher sales volumes and improved product mix. The gross margin rate, excluding acquisitions and the impact of foreign exchange, was 40.3%.

•Gross profit at the Food Processing Equipment Group increased by $11.1 million, or 20.1%, to $66.4 million in the three months period ended September 30, 2023, as compared to $55.3 million in the prior year period. Gross profit from the acquisitions of CP Packaging, Colussi Ermes, Escher, and Filtration Automation increased gross profit by $3.4 million. Excluding acquisitions, gross profit increased by $7.7 million related to higher sales volumes. The impact of foreign exchange rates increased gross profit by approximately $1.3 million. The gross profit margin rate increased to 39.8%, as compared to 36.3% in the prior year period. The gross margin rate, excluding acquisitions and the impact of foreign exchange, was 40.0%.

•Gross profit at the Residential Kitchen Equipment Group decreased by $20.4 million, or 27.2%, to $54.5 million in the three months period ended September 30, 2023, as compared to $74.9 million in the prior year period. The impact of foreign exchange rates increased gross profit by approximately $1.6 million. Excluding the acquisition, gross profit decreased by $20.7 million. The gross margin rate decreased to 30.3%, as compared to 33.9% in the prior year period. The gross margin rate excluding the acquisition and the impact of foreign exchange was 30.1%.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Combined selling, general and administrative expenses decreased to $196.4 million in the three months period ended September 30, 2023, as compared to $201.2 million in the three months period ended October 1, 2022. As a percentage of net sales, selling, general, and administrative expenses were 20.0% in the three months period ended September 30, 2023 as compared to 20.3% in the three months period ended October 1, 2022.

RESTRUCTURING EXPENSES.Restructuring expenses increased $2.1 million to $4.4 million for the three months period ended September 30, 2023, as compared to $2.3 million for the three months period ended October 1, 2022. Restructuring expenses in the three months period ended September 30, 2023 related primarily to headcount reductions and facility consolidations within the Residential Kitchen Equipment Group and Commercial Foodservice Group. Restructuring expenses in the three months period ended October 1, 2022 related primarily to headcount reductions and facility consolidations within the Residential Kitchen Equipment Group.

NON-OPERATING EXPENSES. Interest and deferred financing amortization costs were $31.1 million in the three months period ended September 30, 2023, as compared to $24.1 million in the prior year period primarily reflecting higher interest rates and borrowings levels on our current debt structure. Net periodic pension benefit (other than service costs) decreased $7.8 million to $2.1 million in the three months period ended September 30, 2023, as compared to $9.9 million in the prior year period related to the increase in discount rate used to calculate the interest cost. Other expense was $1.1 million in the three months period ended September 30, 2023, as compared to $8.5 million in the prior year period and consists mainly of foreign exchange gains and losses.

INCOME TAXES. A tax provision of $35.7 million, at an effective rate of 24.8%, was recorded during the three months period ended September 30, 2023, as compared to $34.7 million at an effective rate of 24.9%, in the prior year period. The effective tax rate for the three months period ended September 30, 2023 is lower than the comparable year rate primarily due to tax refunds, partially offset byan increase in the UK statutory income tax rate from 19% in 2022 to a 23.5% blended rate in 2023.

NET SALES. Net sales for the nine months period ended September 30, 2023 increased by $26.8 million, or 0.9%, to $3,028.0 million as compared to $3,001.2 million in the nine months period ended October 1, 2022. Net sales increased by $107.8 million, or 3.6%, from the fiscal 2022 acquisitions of Kloppenberg, Proxaut, Icetro, CP Packaging, Colussi Ermes, Escher, Marco, and the fiscal 2023 acquisitions of Flavor Burst, Blue Sparq, Filtration Automation, Terry, and Trade-Wind. Excluding acquisitions, net sales decreased $81.0 million, or 2.7%, from the prior year period. The impact of foreign exchange rates on foreign sales translated into U.S. Dollars for the nine months period ended September 30, 2023 increased net sales by approximately $0.2 million. Excluding the impact of foreign exchange and acquisitions, sales decreased 2.7% for the nine months period ended September 30, 2023 as compared to the prior year period, including a net sales increase of 4.6% at the Commercial Foodservice Equipment Group, a net sales increase of 16.3% at the Food Processing Equipment Group and a net sales decrease of 27.4% at the Residential Kitchen Equipment Group.

•Net sales of the Commercial Foodservice Equipment Group increased by $127.7 million, or 7.2%, to $1,893.6 million in the nine months period ended September 30, 2023, as compared to $1,765.9 million in the prior year period. Net sales from the acquisitions of Kloppenberg, Icetro, Marco, Flavor Burst, Blue Sparq, and Terry, which were acquired on April 25, 2022, June 30, 2022, December 20, 2022, January 24, 2023, April 3, 2023 and July 5, 2023, respectively, accounted for an increase of $49.2 million during the nine months period ended September 30, 2023. Excluding the impact of acquisitions, net sales of the Commercial Foodservice Equipment Group increased $78.5 million, or 4.4%, as compared to the prior year period. Excluding the impact of foreign exchange and acquisitions, net sales increased $80.6 million, or 4.6%, at the Commercial Foodservice Equipment Group. Domestically, the company realized a sales increase of $83.3 million, or 6.4%, to $1,385.9 million, as compared to $1,302.6 million in the prior year period. This includes an increase of $20.7 million from recent acquisitions. Excluding acquisitions, the net increase in domestic sales was $62.6 million, or 4.8%. The increase in domestic sales is related to higher shipments, product mix impacts, and price increases. International sales increased $44.4 million, or 9.6%, to $507.7 million, as compared to $463.3 million in the prior year period. This includes an increase of $28.5 million from the recent acquisitions and a decrease of $2.1 million related to the unfavorable impact of exchange rates. Excluding the impact of foreign exchange and acquisitions, the net sales increase in international sales was $18.0 million, or 3.9%. The increase in international revenues is related to improvements in market conditions, primarily in the Asia and Latin American markets.

•Net sales of the Food Processing Equipment Group increased by $125.7 million, or 31.2%, to $528.9 million in the nine months period ended September 30, 2023, as compared to $403.2 million in the prior year period. Net sales from the acquisitions of Proxaut, CP Packaging, Colussi Ermes, Escher, and Filtration Automation, which were acquired on June 29, 2022, July 12, 2022, July 27, 2022, November 10, 2022, and June 13, 2023, respectively, accounted for an increase of ~~$26.7~~$57.2 million during the ~~three~~nine months period ended ~~July 1,~~September 30, 2023. Excluding the impact of acquisitions, net sales of the Food Processing Equipment Group increased ~~$34.7~~$68.5 million, or ~~27.3%~~17.0%, as compared to the prior year period. Excluding the impact of foreign exchange and acquisitions, net sales increased ~~$34.0~~$65.9 million, or ~~26.7%~~16.3%, at the Food Processing Equipment Group. Domestically, the company realized a sales increase of ~~$35.9~~$57.1 million, or ~~39.5%~~19.2%, to ~~$126.9~~$354.9 million, as compared to ~~$91.0~~$297.8 million in the prior year period. This includes an increase of ~~$9.5~~$21.3 million from ~~the~~ recent acquisitions. International sales increased ~~$25.5~~$68.6 million, or ~~70.2%~~65.1%, to ~~$61.8~~$174.0 million, as compared to ~~$36.3~~$105.4 million in the prior year period. This includes an increase of ~~$17.2~~$35.9 million from the recent acquisitions and an increase of ~~$0.7~~$2.6 million related to the favorable impact of exchange rates. Excluding the impact of foreign exchange and acquisitions, the net sales increase in international sales was ~~$7.6~~$30.1 million, or ~~20.9%~~28.6%. The increase in domestic and international sales reflects growth driven by both bakery and protein products.

•Net sales of the Residential Kitchen Equipment Group decreased by ~~$74.4~~$226.6 million, or ~~26.6%~~27.2%, to ~~$205.6~~$605.5 million in the ~~three~~nine months period ended ~~July 1,~~September 30, 2023, as compared to ~~$280.0~~$832.1 million in the prior year period. Excluding the impact of the acquisition of Trade-Wind, net sales decreased $228.0 million, or 27.4%. Excluding the impact of foreign exchange, net sales decreased ~~$74.9~~$227.7 million, or ~~26.8%~~27.4%, at the Residential Kitchen Equipment Group. Domestically, the company realized a sales decrease of ~~$54.9~~$167.9 million, or ~~28.9%~~29.8%, to ~~$134.8~~$395.2 million, as compared to ~~$189.7~~$563.1 million in the prior year period. Excluding the impact of acquisition, net sales of the Residential Kitchen Equipment Group decreased $168.7 million, or 30.0%, as compared to the prior year period. International sales decreased ~~$19.5~~$58.7 million, or ~~21.6%~~21.8%, to ~~$70.8~~$210.3 million, as compared to ~~$90.3~~$269.0 million in the prior year period. This includes ~~an increase~~a decrease of ~~$0.5~~$0.3 million related to the ~~favorable~~unfavorable impact of exchange rates. Excluding the impact of foreign exchange and acquisition, the net sales decrease in international sales was ~~$20.0~~$59.0 million, or ~~22.1%~~21.9%. The decrease in domestic and international sales was primarily driven by challenging market conditions and higher inventory levels in the channel.

GROSS PROFIT. Gross profit increased to ~~$393.2~~$1,147.3 million in the ~~three~~nine months period ended ~~July 1,~~September 30, 2023 as compared to ~~$360.7~~$1,056.5 million in the prior year period, primarily reflecting higher sales volumes related to improvements in product mix. The impact of foreign exchange rates increased gross profit by approximately $0.1 million. The gross margin rate was 37.8% in the three months period ended July 1, 2023, as compared to 35.6% in the prior year period, primarily driven by higher sales volumes at the Commercial Foodservice Equipment Group and Food Processing Equipment Group. The impact of foreign exchange rates decreased gross profit by approximately $1.1 million. The gross margin rate was 37.9% in the nine months period ended September 30, 2023 as compared to 35.2% in the nine months period ended October 1, 2022 primarily reflecting higher sales volumes and improved product mix.

•Gross profit at the Commercial Foodservice Equipment Group increased by ~~$34.6~~$98.6 million, or ~~15.4%~~15.0%, to ~~$259.3~~$756.7 million in the ~~three~~nine months period ended ~~July 1,~~September 30, 2023, as compared to ~~$224.7~~$658.1 million in the prior year period. Gross profit from the acquisitions of Kloppenberg, Icetro, Marco, Flavor Burst, ~~and~~ Blue Sparq, and Terry increased gross profit by ~~$9.1~~$17.7 million. Excluding acquisitions, gross profit increased by ~~$25.5~~$80.9 million. The impact of foreign exchange rates decreased gross profit by approximately ~~$0.6~~$1.4 million. The gross margin rate increased to ~~40.2%~~40.0%, as compared to ~~37.1%~~37.3% in the prior year period related to higher sales volumes and improved product mix. The gross margin rate, excluding acquisitions and the impact of foreign exchange, was ~~40.2%~~40.1%.

•Gross profit at the Food Processing Equipment Group increased by ~~$22.2~~$57.0 million, or ~~52.1%~~40.8%, to ~~$64.8~~$196.8 million in the ~~three~~nine months period ended ~~July 1,~~September 30, 2023, as compared to ~~$42.6~~$139.8 million in the prior year period. Gross profit from the acquisitions of Proxaut, CP Packaging, Colussi Ermes, Escher, and Filtration Automation increased gross profit by ~~$10.1~~$21.9 million. Excluding acquisitions, gross profit increased by ~~$12.1 million related to higher sales volumes.~~$35.1 million. The impact of foreign exchange rates increased gross profit by approximately ~~$0.2~~$0.4 million. The gross profit margin rate increased to ~~34.3%~~37.2%, as compared to ~~33.5% in the prior year period. The gross margin rate, excluding acquisitions and the impact of foreign exchange, was 33.8%.~~

•Gross profit at the Residential Kitchen Equipment Group decreased by $24.7 million, or 26.2%, to $69.4 million in the three months period ended July 1, 2023, as compared to $94.1 million in the prior year period. The impact of foreign exchange rates increased gross profit by approximately $0.3 million. The gross margin rate increased to 33.8%, as compared to 33.6% in the prior year period. The gross margin rate excluding the impact of foreign exchange was 33.7%.

~~SELLING, GENERAL AND ADMINISTRATIVE EXPENSES~~. Combined selling, general and administrative expenses increased to $203.5 million in the three months period ended July 1, 2023, as compared to $189.5 million in the three months period ended July 2, 2022. As a percentage of net sales, selling, general, and administrative expenses were 19.6% in the three months period ended July 1, 2023 as compared to 18.7% in the three months period ended July 2, 2022.

~~RESTRUCTURING EXPENSES~~.Restructuring expenses increased $0.9 million to $4.9 million for the three months period ended July 1, 2023, as compared to $4.0 million for the three months period ended July 2, 2022. Restructuring expenses in the three months period ended July 1, 2023 related primarily to headcount reductions and facility consolidations within the Residential Kitchen Equipment Group and Commercial Foodservice Group. Restructuring expenses in the three months period ended July 2, 2022 related primarily to non-cash restructuring valuation allowances on balances associated with activities in Russia.

~~NON-OPERATING EXPENSES~~. Interest and deferred financing amortization costs were $31.5 million in the three months period ended July 1, 2023, as compared to $20.8 million in the prior year period primarily reflecting higher interest rates and borrowings levels on our current debt structure. Net periodic pension benefit (other than service costs) decreased $8.2 million to $2.6 million in the three months period ended July 1, 2023, as compared to $10.8 million in the prior year period related to the increase in discount rate used to calculate the interest cost. Other income was $0.3 million in the three months period ended July 1, 2023, as compared to expenses of $5.9 million in the prior year period and consists mainly of foreign exchange gains and losses.

~~INCOME TAXES~~. A tax provision of $39.3 million, at an effective rate of 25.2%, was recorded during the three months period ended July 1, 2023, as compared to $38.0 million at an effective rate of 25.1%, in the prior year period. The effective tax rate for the three months period ended April 1, 2023 is higher than the comparable year rate primarily due to an increase in the UK statutory income tax rate from 19% in 2022 to a 23.5% blended rate in 2023.

~~NET SALES~~. Net sales for the six months period ended July 1, 2023 increased by $39.1 million, or 1.9%, to $2,047.4 million as compared to $2,008.3 million in the six months period ended July 2, 2022. Net sales increased by $89.8 million, or 4.5%, from the fiscal 2022 acquisitions of Kloppenberg, Proxaut, Icetro, CP Packaging, Colussi Ermes, Escher, Marco, and the fiscal 2023 acquisitions of Flavor Burst, Blue Sparq, and Filtration Automation. Excluding acquisitions, net sales decreased $50.7 million, or 2.5%, from the prior year period. The impact of foreign exchange rates on foreign sales translated into U.S. Dollars for the six months period ended July 1, 2023 decreased net sales by approximately $13.0 million, or 0.6%. Excluding the impact of foreign exchange and acquisitions, sales decreased 1.9% for six months period ended July 1, 2023 as compared to the prior year period, including a net sales increase of 6.9% at the Commercial Foodservice Equipment Group, a net sales increase of 25.5% at the Food Processing Equipment Group and a net sales decrease of 29.7% at the Residential Kitchen Equipment Group.

•Net sales of the Commercial Foodservice Equipment Group increased by $113.3 million, or 9.9%, to $1,259.6 million in the six months period ended July 1, 2023, as compared to $1,146.3 million in the prior year period. Net sales from the acquisitions of Kloppenberg, Icetro, Marco, Flavor Burst, and Blue Sparq, which were acquired on April 25, 2022, June 30, 2022, December 20, 2022, January 24, 2023 and April 3, 2023, respectively, accounted for an increase of $41.1 million during the six months period ended July 1, 2023. Excluding the impact of acquisitions, net sales of the Commercial Foodservice Equipment Group increased $72.2 million, or 6.3%, as compared to the prior year period. Excluding the impact of foreign exchange and acquisitions, net sales increased $79.5 million, or 6.9%, at the Commercial Foodservice Equipment Group. Domestically, the company realized a sales increase of $84.8 million, or 10.1%, to $927.4 million, as compared to $842.6 million in the prior year period. This includes an increase of $17.0 million from recent acquisitions. Excluding acquisitions, the net increase in domestic sales was $67.8 million, or 8.0%. The increase in domestic sales is related to higher shipments and price increases. International sales increased $28.5 million, or 9.4%, to $332.2 million, as compared to $303.7 million in the prior year period. This includes an increase of $24.1 million from the recent acquisitions and a decrease of $7.3 million related to the unfavorable impact of exchange rates. Excluding the impact of foreign exchange and acquisitions, the net sales increase in international sales was $11.7 million, or 3.9%. The increase in international revenues is related to improvements in market conditions, primarily in the Asia and Latin American markets.

•Net sales of the Food Processing Equipment Group increased by $111.4 million, or 44.4%, to $362.3 million in the six months period ended July 1, 2023, as compared to $250.9 million in the prior year period. Net sales from the acquisitions of Proxaut, CP Packaging, Colussi Ermes, Escher, and Filtration Automation, which were acquired on June 29, 2022, July 12, 2022, July 27, 2022, November 10, 2022, and June 13, 2023, respectively, accounted for an increase of $48.1 million during the six months period ended July 1, 2023. Excluding the impact of acquisitions, net sales of the Food Processing Equipment Group increased $63.3 million, or 25.2%, as compared to the prior year period. Excluding the impact of foreign exchange and acquisitions, net sales increased $64.1 million, or 25.5%, at the Food Processing Equipment Group. Domestically, the company realized a sales increase of $54.6 million, or 28.8%, to $243.9 million, as compared to $189.3 million in the prior year period. This includes an increase of $16.8 million from recent acquisitions. International sales increased $56.8 million, or 92.2%, to $118.4 million, as compared to $61.6 million in the prior year period. This includes an increase of $31.3 million from the recent acquisitions and a decrease of $0.8 million related to the unfavorable impact of exchange rates. Excluding the impact of foreign exchange and acquisitions, the net sales increase in international sales was $26.3 million, or 42.7%. The increase in domestic and international sales reflects growth driven by both bakery and protein products.

•Net sales of the Residential Kitchen Equipment Group decreased by $185.6 million, or 30.4%, to $425.5 million in the six months period ended July 1, 2023, as compared to $611.1 million in the prior year period. Excluding the impact of foreign exchange, net sales decreased $181.3 million, or 29.7%, at the Residential Kitchen Equipment Group. Domestically, the company realized a sales decrease of $140.6 million, or 33.5%, to $278.7 million, as compared to $419.3 million in the prior year period. International sales decreased $45.0 million, or 23.5%, to $146.8 million, as compared to $191.8 million in the prior year period. This includes a decrease of $4.9 million related to the unfavorable impact of exchange rates. Excluding the impact of foreign exchange, the net sales decrease in international sales was $40.7 million, or 21.2%. The decrease in domestic and international sales was primarily driven by challenging market conditions and higher inventory levels in the channel.

~~GROSS PROFIT~~. Gross profit increased to $772.0 million in the six months period ended July 1, 2023 as compared to $691.3 million in the prior year period, primarily reflecting higher sales volumes and improved product mix. The impact of foreign exchange rates decreased gross profit by approximately $5.4 million. The gross margin rate was 37.7% in the six months period ended July 1, 2023 as compared to 34.4% in the six months period ended July 2, 2022.

•Gross profit at the Commercial Foodservice Equipment Group increased by $78.6 million, or 18.6%, to $501.4 million in the six months period ended July 1, 2023, as compared to $422.8 million in the prior year period. Gross profit from the acquisitions of Kloppenberg, Icetro, Marco, Flavor Burst, and Blue Sparq increased gross profit by $14.2 million. Excluding acquisitions, gross profit increased by $64.4 million. The impact of foreign exchange rates decreased gross profit by approximately $3.1 million. The gross margin rate increased to 39.8%, as compared to 36.9% in the prior year period related to higher sales volumes and improved product mix. The gross margin rate, excluding acquisitions and the impact of foreign exchange, was 40.0%.

•Gross profit at the Food Processing Equipment Group increased by $46.0 million, or 54.5%, to $130.4 million in the six months period ended July 1, 2023, as compared to $84.4 million in the prior year period. Gross profit from the acquisitions of Proxaut, CP Packaging, Colussi Ermes, Escher, and Filtration Automation increased gross profit by $18.5 million. Excluding acquisitions, gross profit increased by $27.5 million. The impact of foreign exchange rates decreased gross profit by approximately $0.6 million. The gross profit margin rate increased to 36.0%, as compared to 33.6%34.7% in the prior year period primarily related to improved product mix and acquisitions. The gross margin rate, excluding acquisitions and the impact of foreign exchange, was ~~35.7%~~37.2%.

•Gross profit at the Residential Kitchen Equipment Group decreased by ~~$45.3~~$65.5 million, or ~~24.5%~~25.2%, to ~~$139.8~~$194.4 million in the ~~six~~nine months period ended ~~July 1,~~September 30, 2023, as compared to ~~$185.1~~$259.9 million in the prior year period. The impact of foreign exchange rates decreased gross profit by approximately ~~$1.7~~$0.1 million. The gross margin rate increased to ~~32.9%~~32.1%, as compared to ~~30.3%~~31.2% in the prior year period. The gross margin rate, excluding acquisitions and the impact of foreign exchange, was ~~32.9%~~32.1%. Gross profit margins in the prior year were negatively impacted by acquisitions, including $15.1 million of acquisition related inventory step-up charges.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Combined selling, general and administrative expenses increased to ~~$418.9~~$615.4 million in the ~~six~~nine months period ended ~~July 1,~~September 30, 2023, as compared to ~~$395.6~~$596.8 million in the ~~six~~nine months period ended ~~July 2,~~October 1, 2022. As a percentage of net sales, selling, general, and administrative expenses were ~~20.5%~~20.3% in the ~~six~~nine months period ended ~~July 1,~~September 30, 2023, as compared to ~~19.7%~~19.9% in the ~~six~~nine months period ended ~~July 2,~~October 1, 2022.

Selling, general and administrative expenses reflect increased costs of ~~$21.8~~$28.1 million associated with acquisitions, including ~~$3.3~~$4.7 million of intangible amortization expense. Selling, general and administrative expenses ~~increased from~~decreased related to lower intangible amortization expense, partially offset by higher compensation costs and selling and marketing ~~expenses, partially offset by lower intangible amortization expense.~~expenses. Foreign exchange rates had a favorable impact of ~~$2.7~~$0.4 million.

RESTRUCTURING EXPENSES. Restructuring expenses increased ~~$1.4~~$3.5 million to ~~$7.3~~$11.7 million in the ~~six~~nine months period ended ~~July 1,~~September 30, 2023 from ~~$5.9~~$8.2 million in the ~~six~~nine months period ended ~~July 2,~~October 1, 2022. Restructuring expenses in the ~~six~~nine months period ended ~~July 1,~~September 30, 2023 related primarily to headcount reductions and facility consolidations within the Commercial Foodservice Equipment Group and Residential Kitchen Equipment Group. Restructuring expenses in the ~~six~~nine months period ended ~~July 2,~~October 1, 2022 related primarily to non-cash restructuring valuation allowances on balances associated with activities in Russia and headcount reductions and facility consolidations within the Commercial Foodservice Equipment Group and Residential Kitchen Equipment Group.

NON-OPERATING EXPENSES. Interest and deferred financing amortization costs were ~~$61.0~~$92.1 million in the ~~six~~nine months period ended ~~July 1,~~September 30, 2023, as compared to ~~$38.5~~$62.6 million in the prior year period, reflecting the increase in interest rates and borrowing levels under our current credit facility. Net periodic pension benefit (other than service costs) decreased ~~$17.5~~$25.3 million to ~~$4.8~~$6.9 million in the ~~six~~nine months period ended ~~July 1,~~September 30, 2023, as compared to ~~$22.3~~$32.2 million in the prior year period related to the increase in discount rate used to calculate the interest cost. Other expense was ~~$1.6~~$2.6 million in the ~~six~~nine months period ended ~~July 1,~~September 30, 2023, as compared to ~~other expense of $9.9~~$18.5 million in the prior year period and consists mainly of foreign exchange gains and losses.

INCOME TAXES. A tax provision of ~~$72.1~~$107.9 million, at an effective rate of ~~25.0%~~24.9%, was recorded during the ~~six~~nine months period ended ~~July 1,~~September 30, 2023, as compared to ~~$64.6~~$99.3 million at an effective rate of ~~24.5%~~24.7%, in the prior year period. The effective tax rate for the ~~six~~nine months period ended ~~July 1,~~September 30, 2023 is higher than the comparable year rate primarily due to an increase in the UK statutory income tax rate from 19% in 2022 to a 23.5% blended rate in 2023.

During the ~~six~~nine months period ended ~~July 1,~~September 30, 2023, working capital changes meaningfully impacted operating cash flows primarily driven by decreased inventory levels of $67.0 million, a decrease of ~~$88.3~~$86.6 million in accrued expenses and other liabilities including impacts from the timing of payments made for taxes, various customer programs and incentive programs and a decrease in accounts payable of ~~$41.8~~$49.2 million.

FINANCING ACTIVITIES. Net cash flows used for financing activities amounted to ~~$75.2~~$225.8 million during the ~~six~~nine months period ended ~~July 1,~~September 30, 2023. The company’s borrowing activities during 2023 included ~~$2.7~~$146.5 million of net proceeds under its Credit Facility. Additionally, the company repurchased $74.5 million of Middleby common shares during 2023. This was comprised of $19.5 million to repurchase 126,550 shares of Middleby common stock that were surrendered to the company for withholding taxes related to restricted stock vestings and $55.0 million used to repurchase 397,738 shares of its common stock under a repurchase program.

At ~~July 1,~~September 30, 2023, the company was in compliance with all covenants pursuant to its borrowing agreements. The company believes that its current capital resources, including cash and cash equivalents, cash expected to be generated from operations, funds available from its current lenders and access to the credit and capital markets will be sufficient to finance its operations, debt service obligations, capital expenditures, product development and expenditures for the foreseeable future.

Management's discussion and analysis of financial condition and results of operations are based upon the company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the company to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses as well as related disclosures. On an ongoing basis, the company evaluates its estimates and judgments based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions and any such differences could be material to the company's consolidated financial statements. There have been no changes in the company's critical accounting policies, which include revenue recognition, inventories, goodwill and indefinite-life intangibles, convertible debt, pensions benefits, and income taxes, as discussed in the company's Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report on Form 10-K”).


Twelve Month Period coinciding with the end of the company's Fiscal Second Quarter		Variable Rate Debt
Twelve Month Period coinciding with the end of the company's Fiscal Third Quarter				Twelve Month Period coinciding with the end of the company's Fiscal Third Quarter	Variable Rate Debt

2024	2024	$	44,250	2024	$	44,330
2025	2025	43,845		2025	784,303
2026	2026	783,014		2026	43,388
2027	2027	1,858,853		2027	1,705,112
2028 and thereafter	2028 and thereafter	1,832		2028 and thereafter	3,093
		$	2,731,794		$	2,580,226

The company is exposed to interest rate risk on its floating-rate debt. The company has entered into interest rate swaps to fix the interest rate applicable to certain of its variable-rate debt. The agreements ~~swap~~swapped one-month LIBOR for fixed rates. In February 2022, the company entered into an additional floating-to-fixed interest rate swap agreement that uses a daily SOFR in lieu of LIBOR. In April 2023, all outstanding LIBOR swap agreements were amended to one month term SOFR. The company has designated these swaps as cash flow hedges and all changes in fair value of the swaps are recognized in accumulated other comprehensive income. As of ~~July 1,~~September 30, 2023, the fair value of these instruments was an asset of ~~$62.1~~$62.2 million. The change in fair value of these swap agreements in the first ~~six~~nine months of 2023 was a loss of $2.1 million, net of taxes. The potential net loss on fair value for such instruments from a hypothetical 10% adverse change in quoted interest rates would not have a material impact on the company's financial position, results of operations and cash flows.

The company has Convertible Notes that were issued in August 2020, which carry a fixed annual interest rate of 1.00%. As such, the company does not have economic interest rate exposure on the Convertible Notes. The fair value of the Convertible Notes is subject to interest rate risk, market risk and other factors due to its conversion feature. The fair value of the Convertible Notes is also affected by the price and volatility of the company’s common stock and will generally increase or decrease as the market price of our common stock changes. The interest and market value changes affect the fair value of the Convertible Notes but do not impact the company’s financial position, cash flows or results of operations due to the fixed nature of the debt obligation. Additionally, the company carries the Convertible Notes at face value, less any unamortized discount on the balance sheet and presents the fair value for disclosure purposes only.

The company uses foreign currency forward, foreign exchange swaps and option purchase and sales contracts to hedge its exposure to changes in foreign currency exchange rates. The company’s primary hedging activities are to mitigate its exposure to changes in exchange rates on intercompany and third party trade receivables and payables. The company does not currently enter into derivative financial instruments for speculative purposes. In managing its foreign currency exposures, the company identifies and aggregates naturally occurring offsetting positions and then hedges residual balance sheet exposures. The potential net loss on fair value for such instruments from a hypothetical 10% adverse change in quoted foreign exchange rates would not have a material impact on the company's financial position, results of operations and cash flows. The fair value of the forward and option contracts was a loss of ~~$2.1~~$0.6 million at the end of the ~~second~~third quarter of 2023.

The company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of ~~July 1,~~September 30, 2023, the company carried out an evaluation, under the supervision and with the participation of the company's management, including the company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the company's disclosure controls and procedures. Based on the foregoing, the company's Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of the end of this period.

Total
Number of
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Purchased Average
Price Paid
per Share Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plan or
Program
Maximum
Number of
Shares that May
Yet be
Purchased
Under the Plan
or Program (1)
April 2, 2023 to April 29, 2023 48,758 $ 138.77 48,758 1,883,636
April 30, 2023 to May 27, 2023 — — — 1,883,636
May 28, 2023 to July 1, 2023 — — — 1,883,636
Quarter ended July 1, 2023 48,758 $ 138.77 48,758 1,883,636


	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan or Program	Maximum Number of Shares that May Yet be Purchased Under the Plan or Program (1)
July 2, 2023 to July 29, 2023	—	$	—	—	1,883,636
July 30, 2023 to August 26, 2023	—	—		—	1,883,636
August 27, 2023 to September 30, 2023	—	—		—	1,883,636
Quarter ended September 30, 2023	—	$	—	—	1,883,636

(1) On November 7, 2017, the company's Board of Directors resolved to terminate the company's existing share repurchase program, effective as of such date, which was originally adopted in 1998, and approved a new stock repurchase program. This program authorizes the company to repurchase in the aggregate up to 2,500,000 shares of its outstanding common stock. In May 2022, the company's Board of Directors approved the company to repurchase an additional 2,500,000 shares of its outstanding common stock under the current program. As of ~~July 1,~~September 30, 2023, the total number of shares authorized for repurchase under the program is 5,000,000. As of ~~July 1,~~September 30, 2023, 3,116,364 shares had been purchased under the stock repurchase program and 1,883,636 shares remained authorized for repurchase.

In the consolidated financial statements, the company also treats shares withheld for tax purposes on behalf of employees in connection with the vesting of restricted share grants as common stock repurchases because they reduce the number of shares that would have been issued upon vesting. These withheld shares are not considered common stock repurchases under the authorized common stock repurchase plan and accordingly are not included in the common stock repurchase totals in the preceding table.


Delaware			36-3352497
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification Number)


1400 Toastmaster Drive,	Elgin,	Illinois	60120
(Address of principal executive offices)			(Zip Code)


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock	MIDD	Nasdaq Global Select Market


	~~July 1,~~September 30, 2023
Beginning balance	$	47,242
Payments of contingent consideration	~~(3,153)~~(4,117)
New contingent consideration	~~10,774~~15,318
Changes in fair value	~~1,612~~2,346
Ending balance	$	~~56,475~~60,789


	~~Six~~Nine Months Ended
	~~Jul 1,~~Sep 30, 2023
Balance as of December 31, 2022	$	82,096
Warranty reserve related to acquisitions	~~275~~290
Warranty expense	~~44,292~~67,892
Warranty claims	~~(41,345)~~(62,951)
Balance as of ~~July 1,~~September 30, 2023	$	~~85,318~~87,327


☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Registrant's telephone number, including area code:			(847)			741-3300


	Jul 1, 2023				Dec 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
Total debt excluding convertible senior notes	$	1,992,081	$	1,996,856	$	1,984,406	$	1,989,871


Exhibits:

Exhibit 31.1 –			Rule 13a-14(a)/15d -14(a) Certification of the Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2 –			Rule 13a-14(a)/15d -14(a) Certification of the Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1 –			Certification by the Principal Executive Officer of The Middleby Corporation Pursuant to Rule 13A-14(b) under the Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002(18 U.S.C. 1350).

Exhibit 32.2 –			Certification by the Principal Financial Officer of The Middleby Corporation Pursuant to Rule 13A-14(b) under the Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002(18 U.S.C. 1350).

Exhibit 101 –			Financial statements on Form 10-Q for the quarter ended ~~July 1,~~September 30, 2023, filed on ~~August 10,~~November 9, 2023, formatted in Inline Extensive Business Reporting Language (iXBRL); (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of earnings, (iii) condensed statements of cash flows, (iv) notes to the condensed consolidated financial statements.

Exhibit 104 –			Cover Page Interactive Data File (formatted as Inline Extensive Business Reporting Language (iXBRL) and contained in Exhibit 101).