
DESCRIPTION		PAGE
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (unaudited)

	CONDENSED CONSOLIDATED BALANCE SHEETS as of ~~APRIL 3,~~OCTOBER 2, 2021 and JANUARY 2, 2021	1

	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME for the three and nine months ended ~~APRIL 3,~~OCTOBER 2, 2021 and ~~MARCH 28,~~SEPTEMBER 26, 2020	2

	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY for the three and nine months ended ~~APRIL 3,~~OCTOBER 2, 2021 and ~~MARCH 28,~~SEPTEMBER 26, 2020	3

	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS for the ~~three~~nine months ended ~~APRIL 3,~~OCTOBER 2, 2021 and ~~MARCH 28,~~SEPTEMBER 26, 2020	45

	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	56

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2531

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3139

Item 4.	Controls and Procedures	3240

PART II. OTHER INFORMATION

Item ~~1A.~~	~~Risk Factors~~	33

~~Item~~ 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3641

Item 6.	Exhibits	3742


ASSETS	ASSETS	Apr 3, 2021		Jan 2, 2021		ASSETS	Oct 2, 2021		Jan 2, 2021
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	309,331	$	268,103	Cash and cash equivalents	$	251,476	$	268,103
Accounts receivable, net of reserve for doubtful accounts of $19,443 and $19,225		427,935		363,361
Accounts receivable, net of reserve for doubtful accounts of $19,440 and $19,225						Accounts receivable, net of reserve for doubtful accounts of $19,440 and $19,225	466,487		363,361
Inventories, net	Inventories, net	574,277		540,198		Inventories, net	686,043		540,198
Prepaid expenses and other	Prepaid expenses and other	73,933		81,049		Prepaid expenses and other	82,582		81,049
Prepaid taxes	Prepaid taxes	7,634		17,782		Prepaid taxes	21,149		17,782
Total current assets	Total current assets	1,393,110		1,270,493		Total current assets	1,507,737		1,270,493
Property, plant and equipment, net of accumulated depreciation of $237,875 and $229,871		336,257		344,482
Property, plant and equipment, net of accumulated depreciation of $256,701 and $229,871						Property, plant and equipment, net of accumulated depreciation of $256,701 and $229,871	370,266		344,482
Goodwill	Goodwill	1,928,644		1,934,261		Goodwill	2,106,182		1,934,261
Other intangibles, net of amortization of $422,169 and $403,347		1,428,294		1,450,381
Other intangibles, net of amortization of $458,451 and $403,347						Other intangibles, net of amortization of $458,451 and $403,347	1,574,601		1,450,381
Long-term deferred tax assets	Long-term deferred tax assets	74,159		76,052		Long-term deferred tax assets	83,589		76,052
Other assets	Other assets	129,449		126,805		Other assets	130,476		126,805
Total assets	Total assets	$	5,289,913	$	5,202,474	Total assets	$	5,772,851	$	5,202,474

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	$	21,093	$	22,944	Current maturities of long-term debt	$	21,553	$	22,944
Accounts payable	Accounts payable	213,431		182,773		Accounts payable	254,287		182,773
Accrued expenses	Accrued expenses	479,913		494,541		Accrued expenses	546,996		494,541
Total current liabilities	Total current liabilities	714,437		700,258		Total current liabilities	822,836		700,258
Long-term debt	Long-term debt	1,801,040		1,706,652		Long-term debt	1,866,022		1,706,652
Long-term deferred tax liability	Long-term deferred tax liability	126,068		147,224		Long-term deferred tax liability	165,100		147,224
Accrued pension benefits	Accrued pension benefits	462,869		469,500		Accrued pension benefits	432,909		469,500
Other non-current liabilities	Other non-current liabilities	190,287		202,191		Other non-current liabilities	187,014		202,191
Stockholders' equity:	Stockholders' equity:					Stockholders' equity:
Preferred stock, $0.01 par value; nonvoting; 2,000,000 shares authorized; NaN issued		0		0
Common stock, $0.01 par value; 63,651,773 and 63,651,773 shares issued in 2021 and 2020, respectively		147		147
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; 63,654,275 and 63,651,773 shares issued in 2021 and 2020, respectively						Common stock, $0.01 par value; 63,654,275 and 63,651,773 shares issued in 2021 and 2020, respectively	147		147
Paid-in capital	Paid-in capital	361,487		433,308		Paid-in capital	381,014		433,308
Treasury stock, at cost; 8,023,769 and 8,013,296 shares in 2021 and 2020		(538,896)		(537,134)
Treasury stock, at cost; 8,027,948 and 8,013,296 shares in 2021 and 2020						Treasury stock, at cost; 8,027,948 and 8,013,296 shares in 2021 and 2020	(539,611)		(537,134)
Retained earnings	Retained earnings	2,663,074		2,568,756		Retained earnings	2,959,625		2,568,756
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(490,600)		(488,428)		Accumulated other comprehensive loss	(502,205)		(488,428)
Total stockholders' equity	Total stockholders' equity	1,995,212		1,976,649		Total stockholders' equity	2,298,970		1,976,649
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	5,289,913	$	5,202,474	Total liabilities and stockholders' equity	$	5,772,851	$	5,202,474


		Three Months Ended			Three Months Ended						Nine Months Ended
			Apr 3, 2021			Mar 28, 2020			Oct 2, 2021		Sep 26, 2020		Oct 2, 2021		Sep 26, 2020
Net sales	Net sales		$	758,058		$	677,459	Net sales	$	817,545	$	634,525	$	2,384,376	$	1,783,961
Cost of sales	Cost of sales		482,184			427,269		Cost of sales	517,918		411,776		1,505,149		1,157,896
Gross profit	Gross profit		275,874			250,190		Gross profit	299,627		222,749		879,227		626,065
Selling, general and administrative expenses	Selling, general and administrative expenses		154,957			143,942		Selling, general and administrative expenses	175,354		128,814		496,022		384,580
Restructuring expenses	Restructuring expenses		794			834		Restructuring expenses	791		7,263		2,596		10,281
Gain on sale of plant			(1,050)			0
Merger termination fee								Merger termination fee	(110,000)		—		(110,000)		—
Loss (gain) on sale of plant								Loss (gain) on sale of plant	—		—		(763)		—

Income from operations	Income from operations		121,173			105,414		Income from operations	233,482		86,672		491,372		231,204
Interest expense and deferred financing amortization, net	Interest expense and deferred financing amortization, net		16,067			15,713		Interest expense and deferred financing amortization, net	13,192		18,418		43,481		55,881
Net periodic pension benefit (other than service costs)	Net periodic pension benefit (other than service costs)		(11,373)			(10,089)		Net periodic pension benefit (other than service costs)	(11,363)		(10,149)		(34,268)		(30,004)
Other (income) expense, net			(1,691)			3,326
Other expense (income), net								Other expense (income), net	794		(294)		(1,366)		3,414
Earnings before income taxes	Earnings before income taxes		118,170			96,464		Earnings before income taxes	230,859		78,697		483,525		201,913
Provision for income taxes	Provision for income taxes		28,907			22,685		Provision for income taxes	54,893		18,181		97,711		46,456
Net earnings	Net earnings		$	89,263		$	73,779	Net earnings	$	175,966	$	60,516	$	385,814	$	155,457

Net earnings per share:	Net earnings per share:							Net earnings per share:
Basic	Basic		$	1.62		$	1.33	Basic	$	3.19	$	1.10	$	6.99	$	2.82
Diluted	Diluted		$	1.59		$	1.33	Diluted	$	3.09	$	1.10	$	6.83	$	2.82
Weighted average number of shares	Weighted average number of shares							Weighted average number of shares
Basic	Basic		55,213			55,396		Basic	55,232		54,982		55,225		55,104
Dilutive common stock equivalents	Dilutive common stock equivalents		753			2		Dilutive common stock equivalents	1,707		118		1,301		48
Diluted	Diluted		55,966			55,398		Diluted	56,939		55,100		56,526		55,152
Comprehensive income	Comprehensive income		$	87,091		$	14,452	Comprehensive income	$	163,011	$	82,887	$	372,037	$	133,201


		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, July 3, 2021														Balance, July 3, 2021	$	147	$	370,816	$	(539,496)	$	2,783,659	$	(489,250)	$	2,125,876
Net earnings														Net earnings	—		—		—		175,966		—		175,966
Currency translation adjustments														Currency translation adjustments	—		—		—		—		(21,881)		(21,881)
Change in unrecognized pension benefit costs, net of tax of $1,296														Change in unrecognized pension benefit costs, net of tax of $1,296	—		—		—		—		5,870		5,870
Unrealized gain on interest rate swap, net of tax of $1,065														Unrealized gain on interest rate swap, net of tax of $1,065	—		—		—		—		3,056		3,056
Stock compensation														Stock compensation	—		10,198		—		—		—		10,198

Purchase of treasury stock														Purchase of treasury stock	—		—		(115)		—		—		(115)
Balance, October 2, 2021														Balance, October 2, 2021	$	147	$	381,014	$	(539,611)	$	2,959,625	$	(502,205)	$	2,298,970

Balance, January 2, 2021	Balance, January 2, 2021	$	147	$	433,308	$	(537,134)	$	2,568,756	$	(488,428)	$	1,976,649	Balance, January 2, 2021	$	147	$	433,308	$	(537,134)	$	2,568,756	$	(488,428)	$	1,976,649
Net earnings	Net earnings	0		0		0		89,263		0		89,263		Net earnings	—		—		—		385,814		—		385,814
Adoption of ASU 2020-06 (1)	Adoption of ASU 2020-06 (1)	0		(79,430)		0		5,055		0		(74,375)		Adoption of ASU 2020-06 (1)	—		(79,430)		—		5,055		—		(74,375)
Currency translation adjustments	Currency translation adjustments	0		0		0		0		(10,614)		(10,614)		Currency translation adjustments	—		—		—		—		(33,000)		(33,000)
Change in unrecognized pension benefit costs, net of tax of $(877)		0		0		0		0		(3,970)		(3,970)
Unrealized gain on interest rate swap, net of tax of $4,327		0		0		0		0		12,412		12,412
Change in unrecognized pension benefit costs, net of tax of $673														Change in unrecognized pension benefit costs, net of tax of $673	—		—		—		—		3,052		3,052
Unrealized gain on interest rate swap, net of tax of $5,637														Unrealized gain on interest rate swap, net of tax of $5,637	—		—		—		—		16,171		16,171
Stock compensation	Stock compensation	0		7,609		0		0		0		7,609		Stock compensation	—		27,136		—		—		—		27,136

Purchase of treasury stock	Purchase of treasury stock	0		0		(1,762)		0		0		(1,762)		Purchase of treasury stock	—		—		(2,477)		—		—		(2,477)

Balance, April 3, 2021		$	147	$	361,487	$	(538,896)	$	2,663,074	$	(490,600)	$	1,995,212
Balance, October 2, 2021														Balance, October 2, 2021	$	147	$	381,014	$	(539,611)	$	2,959,625	$	(502,205)	$	2,298,970

Common
Stock Paid-in
Capital Treasury
Stock Retained
Earnings Accumulated
Other
Comprehensive
Income/(loss) Total
Stockholders'
Equity
Balance, December 28, 2019 $ 145 $ 387,402 $ (451,262) $ 2,361,462 $ (350,933) $ 1,946,814
Net earnings 0 0 0 73,779 0 73,779
Currency translation adjustments 0 0 0 0 (48,916) (48,916)
Change in unrecognized pension benefit costs, net of tax of $3,123 0 0 0 0 14,808 14,808
Unrealized (loss) on interest rate swap, net of tax of $(9,299) 0 0 0 0 (25,219) (25,219)
Stock compensation 0 4,159 0 0 0 4,159
Stock issuance 0 3,881 0 0 0 3,881
Purchase of treasury stock 0 0 (74,600) 0 0 (74,600)
Balance, March 28, 2020 $ 145 $ 395,442 $ (525,862) $ 2,435,241 $ (410,260) $ 1,894,706


	Common Stock		Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income/(loss)		Total Stockholders' Equity
Balance, June 27, 2020	$	145	$	406,640	$	(528,111)	$	2,456,403	$	(395,560)	$	1,939,517
Net earnings	—		—		—		60,516		—		60,516
Currency translation adjustments	—		—		—		—		25,851		25,851
Change in unrecognized pension benefit costs, net of tax of $(1,283)	—		—		—		—		(6,133)		(6,133)
Unrealized gain on interest rate swap, net of tax of $960	—		—		—		—		2,653		2,653
Stock compensation	—		5,300		—		—		—		5,300
Stock issuance	1		3,705		—		—		—		3,706
Purchase of treasury stock	—		—		(395)		—		—		(395)
Equity component of issuance of convertible notes	—		307		—		—		—		307
Balance, September 26, 2020	$	146	$	415,952	$	(528,506)	$	2,516,919	$	(373,189)	$	2,031,322

Balance, December 28, 2019	$	145	$	387,402	$	(451,262)	$	2,361,462	$	(350,933)	$	1,946,814
Net earnings	—		—		—		155,457		—		155,457
Currency translation adjustments	—		—		—		—		(3,213)		(3,213)
Change in unrecognized pension benefit costs, net of tax of $1,308	—		—		—		—		6,184		6,184
Unrealized (loss) on interest rate swap, net of tax of $(9,303)	—		—		—		—		(25,227)		(25,227)
Stock compensation	—		14,422		—		—		—		14,422
Stock issuance	1		13,821		—		—		—		13,822
Purchase of treasury stock	—		—		(77,244)		—		—		(77,244)
Equity component of issuance of convertible notes	—		307		—		—		—		307
Balance, September 26, 2020	$	146	$	415,952	$	(528,506)	$	2,516,919	$	(373,189)	$	2,031,322


		Three Months Ended					Nine Months Ended
		Apr 3, 2021		Mar 28, 2020			Oct 2, 2021		Sep 26, 2020
Cash flows from operating activities--	Cash flows from operating activities--					Cash flows from operating activities--
Net earnings	Net earnings	$	89,263	$	73,779	Net earnings	$	385,814	$	155,457
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	30,432		26,599		Depreciation and amortization	90,672		81,594

Amortization of discount and issuance costs on convertible notes						Amortization of discount and issuance costs on convertible notes	—		2,130
Non-cash share-based compensation	Non-cash share-based compensation	7,609		4,159		Non-cash share-based compensation	27,136		14,422
Deferred income taxes	Deferred income taxes	1,913		8,672		Deferred income taxes	(5,704)		11,696
Net periodic pension benefit (other than service costs)	Net periodic pension benefit (other than service costs)	(11,373)		(10,089)		Net periodic pension benefit (other than service costs)	(34,268)		(30,004)
Gain on sale of plant	Gain on sale of plant	(1,050)		0		Gain on sale of plant	(763)		—

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	(66,666)		33,408		Accounts receivable, net	(97,355)		69,176
Inventories, net	Inventories, net	(33,266)		(28,094)		Inventories, net	(134,523)		43,188
Prepaid expenses and other assets	Prepaid expenses and other assets	27,407		9,566		Prepaid expenses and other assets	11,132		16,576
Accounts payable	Accounts payable	31,662		15,001		Accounts payable	61,286		(28,171)
Accrued expenses and other liabilities	Accrued expenses and other liabilities	(16,236)		(45,864)		Accrued expenses and other liabilities	42,613		(19,882)
Net cash provided by operating activities	Net cash provided by operating activities	59,695		87,137		Net cash provided by operating activities	346,040		316,182
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	(8,725)		(9,181)		Net additions to property, plant and equipment	(29,732)		(29,776)
Proceeds on sale of property, plant and equipment	Proceeds on sale of property, plant and equipment	3,354		0		Proceeds on sale of property, plant and equipment	6,062		9,381

Acquisitions, net of cash acquired	Acquisitions, net of cash acquired	(1,667)		(30,041)		Acquisitions, net of cash acquired	(389,009)		(33,144)
Net cash used in investing activities	Net cash used in investing activities	(7,038)		(39,222)		Net cash used in investing activities	(412,679)		(53,539)
Cash flows from financing activities--	Cash flows from financing activities--					Cash flows from financing activities--
Proceeds under Credit Facility	Proceeds under Credit Facility	18,995		2,303,953		Proceeds under Credit Facility	485,976		2,547,305
Repayments under Credit Facility	Repayments under Credit Facility	(23,683)		(1,977,453)		Repayments under Credit Facility	(421,550)		(3,217,507)

Net proceeds under international credit facilities		(1,757)		786
Proceeds from issuance of convertible notes, net of issuance costs						Proceeds from issuance of convertible notes, net of issuance costs	—		729,933
Premiums paid for capped call						Premiums paid for capped call	—		(104,650)
Net (repayments) proceeds under international credit facilities						Net (repayments) proceeds under international credit facilities	(1,473)		2,033
Net repayments under other debt arrangement	Net repayments under other debt arrangement	(78)		(11)		Net repayments under other debt arrangement	(254)		(34)

Payments of deferred purchase price						Payments of deferred purchase price	(5,861)		(3,700)
Repurchase of treasury stock	Repurchase of treasury stock	(1,762)		(74,600)		Repurchase of treasury stock	(2,477)		(77,244)
Debt issuance costs on Credit Facility	Debt issuance costs on Credit Facility	0		(7,577)		Debt issuance costs on Credit Facility	—		(10,974)

Net cash (used in) provided by financing activities		(8,285)		245,098
Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	54,361		(134,838)
Effect of exchange rates on cash and cash equivalents	Effect of exchange rates on cash and cash equivalents	(3,144)		(6,470)		Effect of exchange rates on cash and cash equivalents	(4,349)		(1,995)
Changes in cash and cash equivalents--	Changes in cash and cash equivalents--					Changes in cash and cash equivalents--
Net increase in cash and cash equivalents		41,228		286,543
Net (decrease) increase in cash and cash equivalents						Net (decrease) increase in cash and cash equivalents	(16,627)		125,810
Cash and cash equivalents at beginning of year	Cash and cash equivalents at beginning of year	268,103		94,500		Cash and cash equivalents at beginning of year	268,103		94,500
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	309,331	$	381,043	Cash and cash equivalents at end of period	$	251,476	$	220,310

Non-cash investing and financing activities:						Non-cash investing and financing activities:
Stock issuance related to acquisition						Stock issuance related to acquisition	$	—	$	3,706

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 2020 Form 10-K. The company’s interim results are not necessarily indicative of future full year results for the fiscal year 2021.

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 ~~April 3,~~October 2, 2021 and January 2, 2021, the results of operations for the three and nine months ended ~~April 3,~~October 2, 2021 and ~~March 28,~~September 26, 2020, cash flows for the ~~three~~nine months ended ~~April 3,~~October 2, 2021 and ~~March 28,~~September 26, 2020 and statement of stockholders' equity for the three and nine months ended ~~April 3,~~October 2, 2021 and ~~March 28,~~September 26, 2020.

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 ~~$7.6~~$10.2 million and ~~$4.2~~$5.3 million for the three months period ended ~~April 3,~~October 2, 2021 and ~~March 28,~~September 26, 2020, respectively. Non-cash share-based compensation expense was $27.1 million and $14.4 million for the nine months period ended October 2, 2021 and September 26, 2020, respectively.

A tax provision of ~~$28.9~~$54.9 million, at an effective rate of ~~24.5%,~~23.8% was recorded during the three months period ended ~~April 3,~~October 2, 2021, as compared to a ~~$22.7~~$18.2 million tax provision at an effective rate of 23.1% in the prior year period. A tax provision of $97.7 million, at an effective rate of 20.2%, was recorded during the nine months period ended October 2, 2021, as compared to a $46.5 million tax provision at a ~~23.5%~~23.0% effective rate in the prior year period. ~~The effective tax rates in 2021 and 2020 are higher than the federal tax rate of 21% primarily due to state taxes. The effective tax rate for the three months period ended April 3, 2021~~


		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 April 3, 2021
As of October 2, 2021										As of October 2, 2021
Financial Assets:	Financial Assets:									Financial Assets:
Interest rate swaps	Interest rate swaps	$	0	$	3,014	$	0	$	3,014	Interest rate swaps	$	—	$	1,465	$	—	$	1,465

Financial Liabilities:	Financial Liabilities:									Financial Liabilities:
Interest rate swaps	Interest rate swaps	$	0	$	37,368	$	0	$	37,368	Interest rate swaps	$	—	$	30,750	$	—	$	30,750
Contingent consideration	Contingent consideration	$	0	$	0	$	25,801	$	25,801	Contingent consideration	$	—	$	—	$	25,251	$	25,251
Foreign exchange derivative contracts	Foreign exchange derivative contracts	$	0	$	750	$	0	$	750	Foreign exchange derivative contracts	$	—	$	3,400	$	—	$	3,400

As of January 2, 2021	As of January 2, 2021									As of January 2, 2021

Financial Liabilities:	Financial Liabilities:									Financial Liabilities:
Interest rate swaps	Interest rate swaps	$	0	$	51,093	$	0	$	51,093	Interest rate swaps	$	—	$	51,093	$	—	$	51,093
Contingent consideration	Contingent consideration	$	0	$	0	$	25,558	$	25,558	Contingent consideration	$	—	$	—	$	25,558	$	25,558
Foreign exchange derivative contracts	Foreign exchange derivative contracts	$	0	$	2,191	$	0	$	2,191	Foreign exchange derivative contracts	$	—	$	2,191	$	—	$	2,191

The contingent consideration as of ~~April 3,~~October 2, 2021 and January 2, 2021, relates to the earnout provisions recorded in conjunction with various purchase agreements. 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 acquired business in comparison to the earnout targets and adjusts the liability accordingly.

The company’s potentially dilutive securities consist of shares issuable on vesting of restricted stock grants computed using the treasury method and amounted to ~~8,269~~28,102 and ~~2,033~~118,143 for the three months ended ~~April 3,~~October 2, 2021, and ~~March 28,~~September 26, 2020, 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 16,342 and 47,555 for the nine months ended October 2, 2021, and September 26, 2020, respectively. For the ~~three~~nine months ended ~~April 3,~~October 2, 2021, the average market price of the company's common stock exceeded the exercise price of the Convertible Notes (as defined below) resulting in ~~744,334~~1,678,501 and 1,284,381 diluted common stock equivalents to be included in the diluted net earnings per share for the ~~period.~~three and nine months ended October 2, 2021, respectively. There have been no conversions to ~~date,~~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.

As previously disclosed, on April 20, 2021, Middleby, entered into a Merger Agreement with Welbilt, Inc., a Delaware corporation ("Welbilt"), Middleby Marshall Inc., a Delaware corporation and a direct wholly owned subsidiary of Middleby ("Acquiror") and Mosaic Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Acquiror ("Merger Sub"), which provided that, upon the terms and subject to the conditions set forth therein, Merger Sub would merge with and into Welbilt, with Welbilt surviving as an indirect, wholly-owned subsidiary of Middleby.

As previously disclosed, on July 13, 2021, Middleby announced that, under the terms of the Merger Agreement, it would not exercise its right to propose any modifications to the terms of the Merger Agreement and would allow the five-day match period to expire. Accordingly, on July 14, 2021, Welbilt delivered to Middleby a written notice terminating the Merger Agreement in accordance with Section 7.1(c)(iii) of the Merger Agreement and, concurrently with Middleby’s receipt of the termination fee of $110.0 million in cash from Welbilt, the Merger Agreement was terminated on July 14, 2021.


		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	$	14,647	$	0	$	14,647	Cash	$	14,647	$	—	$	14,647

Current assets	Current assets	43,670		(13,391)		30,279		Current assets	43,670		(13,391)		30,279
Property, plant and equipment	Property, plant and equipment	3,014		(241)		2,773		Property, plant and equipment	3,014		(241)		2,773
Goodwill	Goodwill	55,335		1,191		56,526		Goodwill	55,335		3,740		59,075
Other intangibles	Other intangibles	63,201		0		63,201		Other intangibles	63,201		(4,375)		58,826

Other assets	Other assets	6,121		52		6,173		Other assets	6,121		52		6,173

Current liabilities	Current liabilities	(54,478)		12,434		(42,044)		Current liabilities	(54,478)		13,037		(41,441)

Long-term deferred tax liability	Long-term deferred tax liability	(123)		0		(123)		Long-term deferred tax liability	(123)		387		264
Other non-current liabilities	Other non-current liabilities	(21,902)		(45)		(21,947)		Other non-current liabilities	(21,902)		791		(21,111)

Consideration paid at closing	Consideration paid at closing	$	109,485	$	0	$	109,485	Consideration paid at closing	$	109,485	$	—	$	109,485

Deferred payments	Deferred payments	8,666		0		8,666		Deferred payments	8,666		(468)		8,198
Contingent consideration	Contingent consideration	16,144		0		16,144		Contingent consideration	16,144		(836)		15,308

Net assets acquired and liabilities assumed	Net assets acquired and liabilities assumed	$	134,295	$	0	$	134,295	Net assets acquired and liabilities assumed	$	134,295	$	(1,304)	$	132,991

The goodwill and ~~$23.1~~$15.7 million of other intangibles associated with the trade names are subject to the non-amortization provisions of ASC 350. Other intangibles also include ~~$14.0~~$10.6 million allocated to customer relationships, ~~$20.7~~$26.2 million allocated to developed technology and ~~$5.4~~$6.3 million allocated to backlog, which are being amortized over periods of 76 to 9 years, 76 to 12 years, and 3 to 9 months, respectively. Goodwill of ~~$56.5~~$59.1 million and other intangibles of ~~$63.2~~$58.8 million of the companies are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. Of these assets, goodwill of ~~$20.0~~$24.4 million and ~~all other~~ intangibles of $58.5 million are expected to be deductible for tax purposes.

Several purchase agreements include deferred payment and earnout provisions providing for contingent payments due to the sellers to the extent certain financial targets are exceeded. The deferred payments are payable between 2021 and 2022. The contractual obligations associated with the deferred payments on the acquisition date amount to ~~$8.7~~$8.2 million. The earnouts are payable between 2021 and 2023, if the company exceeds certain sales and earnings targets. The contractual obligations associated with the contingent earnout provisions recognized on the acquisition date amount to ~~$16.1~~$15.3 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 ~~substantially~~various 2020 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.

The goodwill and $89.5 million of other intangibles associated with the trade names are subject to the non-amortization provisions of ASC 350. Other intangibles also include $33.9 million allocated to customer relationships, $2.3 million allocated to developed technology and $0.9 million allocated to backlog, which are being amortized over periods of 7 years, 7 years, and 3 months, respectively. Goodwill of $142.7 million and other intangibles of $126.6 million of the company are allocated to the Residential Kitchen Equipment Group for segment reporting purposes. Goodwill and other intangibles are not expected to be deductible for tax purposes.

The goodwill and $35.5 million of other intangibles associated with the trade names are subject to the non-amortization provisions of ASC 350. Other intangibles also include $28.3 million allocated to customer relationships, $0.9 million allocated to developed technology and $0.6 million allocated to backlog, which are being amortized over periods of 7 years, 7 years, and 3 months, respectively. Goodwill of $42.6 million and other intangibles of $65.2 million of the company are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes and are expected to be deductible for tax purposes.

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 2021 acquisitions to date. Thus, the provisional measurements of fair ~~value~~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 ~~three~~nine months ended ~~April 3,~~October 2, 2021 and ~~March 28,~~September 26, 2020, assumes the 2020 and 2021 acquisitions described above were completed on December 29, 2019 (first day of fiscal year 2020). 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):


		Three Months Ended					Nine Months Ended
		April 3, 2021		March 28, 2020			October 2, 2021		September 26, 2020
Net sales	Net sales	$	758,058	$	689,593	Net sales	$	2,472,306	$	1,899,883
Net earnings	Net earnings	91,882		67,302		Net earnings	407,715		155,067

Net earnings per share:	Net earnings per share:					Net earnings per share:
Basic	Basic	$	1.66	$	1.21	Basic	$	7.38	$	2.81
Diluted	Diluted	$	1.64	$	1.21	Diluted	$	7.21	$	2.81

The historical consolidated financial information of the ~~Company~~company and the acquisitions have been adjusted in the pro forma information to give effect to pro forma 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 August 2020, the FASB issued ASU No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies the accounting for convertible instruments by eliminating the requirement to separate embedded conversion features from the host contract when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. By removing the separation model, a convertible debt instrument ~~will be~~is reported as a single liability instrument with no separate accounting for embedded conversion features. This new standard also removes certain settlement conditions that are required for contracts to qualify for equity classification and simplifies the diluted earnings per share calculations by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in diluted earnings per share calculations. Effective January 3, 2021, the company early adopted ASU 2020-06 using the modified retrospective approach. Adoption of the new standard resulted in an increase to the opening balance of retained earnings of $5.1 million, a decrease to additional paid-in capital of $79.4 million, and an increase to convertible senior notes of $98.4 million. In addition, the company ceased recording non-cash interest expense associated with amortization of the debt discount and calculates earnings per share using the if-converted method to the extent those shares are not anti-dilutive.

In December 2019, the FASB issued ASU 2019-12, "Simplifying the Accounting for Income Taxes (Topic 740)", which removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This guidance also clarifies and simplifies other areas of ASC 740. This guidance is effective for annual reporting periods, and interim periods within those reporting periods, beginning after December 15, 2020 with early adoption permitted. Certain amendments in this update must be applied on a prospective basis, certain amendments must be applied on a retrospective basis, and certain amendments must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings in the period of adoption. The company adopted this guidance on January 3, 2021, and it did not have a material impact on the company's Consolidated Financial Statements upon adoption.

In January 2021, the FASB issued ASU 2021-01, "Reference Rate Reform (Topic 848)," which clarified that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition related to reference rate reform. The amendments in this update were effective immediately for all entities. The adoption of this guidance did not materially impact the company's Consolidated Financial Statements.

In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting". Subject to meeting certain criteria, ASU 2020-04 provides optional expedients and exceptions to applying contract modification accounting under existing generally accepted accounting principles, for contracts that are modified to address the expected phase out of the London Inter-bank Offered Rate (“LIBOR”) by the end of 2021. Some of the Company’s contracts with respect to its borrowings and interest rate swap contracts already contain comparable alternative reference rates that would automatically take effect upon the phasing out of LIBOR, while for others, the company anticipates negotiating comparable replacement rates with its counterparties. In JanuaryOn May 3, 2021, the FASB issued ASU ~~2021-01 to provide supplemental guidance~~2021-04, Earnings Per Share (Topic 260), Debt—Modifications and ~~to further clarify the scope.~~Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This guidance is effective for ~~all entities from the~~fiscal years beginning ofafter December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim ~~period that includes the issuance date of the ASU. An entity may elect to apply the amendments prospectively through December 31, 2022.~~period. The company is currently evaluating the impacts the adoption of this guidance will have on its Consolidated Financial ~~Statements.~~

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 April 3, 2021
Three Months Ended October 2, 2021										Three Months Ended October 2, 2021
United States and Canada	United States and Canada	$	338,837	$	79,650	$	108,574	$	527,061	United States and Canada	$	366,619	$	84,443	$	113,230	$	564,292
Asia	Asia	49,719		4,003		3,032		56,754		Asia	49,489		4,257		2,741		56,487
Europe and Middle East	Europe and Middle East	82,017		20,425		51,844		154,286		Europe and Middle East	82,881		14,332		76,310		173,523
Latin America	Latin America	10,582		8,416		959		19,957		Latin America	12,491		9,638		1,114		23,243
Total	Total	$	481,155	$	112,494	$	164,409	$	758,058	Total	$	511,480	$	112,670	$	193,395	$	817,545

Three Months Ended March 28, 2020
Nine Months Ended October 2, 2021										Nine Months Ended October 2, 2021
United States and Canada	United States and Canada	$	306,510	$	72,882	$	85,074	$	464,466	United States and Canada	$	1,064,482	$	259,577	$	335,138	$	1,659,197
Asia	Asia	37,524		7,639		978		46,141		Asia	146,849		10,713		7,631		165,193
Europe and Middle East	Europe and Middle East	79,732		19,347		43,465		142,544		Europe and Middle East	255,649		56,507		181,359		493,515
Latin America	Latin America	19,358		4,398		552		24,308		Latin America	34,433		28,375		3,663		66,471
Total	Total	$	443,124	$	104,266	$	130,069	$	677,459	Total	$	1,501,413	$	355,172	$	527,791	$	2,384,376

Three Months Ended September 26, 2020										Three Months Ended September 26, 2020
United States and Canada										United States and Canada	$	265,793	$	82,126	$	97,318	$	445,237
Asia										Asia	39,864		4,711		1,875		46,450
Europe and Middle East										Europe and Middle East	60,603		18,600		52,216		131,419
Latin America										Latin America	4,963		5,211		1,245		11,419
Total										Total	$	371,223	$	110,648	$	152,654	$	634,525

Nine Months Ended September 26, 2020										Nine Months Ended September 26, 2020
United States and Canada										United States and Canada	$	768,202	$	227,770	$	264,116	$	1,260,088
Asia										Asia	104,936		18,460		3,753		127,149
Europe and Middle East										Europe and Middle East	180,187		57,051		117,187		354,425
Latin America										Latin America	28,522		13,196		581		42,299
Total										Total	$	1,081,847	$	316,477	$	385,637	$	1,783,961

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.


		Apr 3, 2021		Jan 2, 2021			Oct 2, 2021		Jan 2, 2021
Contract assets	Contract assets	$	18,899	$	20,328	Contract assets	$	20,955	$	20,328
Contract liabilities	Contract liabilities	$	108,766	$	93,871	Contract liabilities	$	132,984	$	93,871
Non-current contract liabilities	Non-current contract liabilities	$	13,020	$	13,523	Non-current contract liabilities	$	12,187	$	13,523

During the ~~three~~nine months period ended ~~April 3,~~October 2, 2021, the company reclassified ~~$8.7~~$14.0 million to receivables, which was included in the contract asset balance at the beginning of the period. During the ~~three~~nine months period ended ~~April 3,~~October 2, 2021, the company recognized revenue of ~~$59.1~~$72.6 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 ~~$84.3~~$122.7 million during the ~~three~~nine months period ended ~~April 3,~~October 2, 2021. Substantially, all of the company's outstanding performance obligations will be satisfied within 12 to 36 months. There were 0no contract asset impairments during the ~~three~~nine months period ended ~~April 3,~~October 2, 2021.


		Currency Translation Adjustment		Pension Benefit Costs		Unrealized Gain/(Loss) Interest Rate Swap		Total			Currency Translation Adjustment		Pension Benefit Costs		Unrealized Gain/(Loss) Interest Rate Swap		Total
Balance as of January 2, 2021	Balance as of January 2, 2021	$	(49,961)	$	(400,919)	$	(37,548)	$	(488,428)	Balance as of January 2, 2021	$	(49,961)	$	(400,919)	$	(37,548)	$	(488,428)
Other comprehensive income before reclassification	Other comprehensive income before reclassification	(10,614)		(3,970)		7,389		(7,195)		Other comprehensive income before reclassification	(33,000)		3,052		1,480		(28,468)
Amounts reclassified from accumulated other comprehensive income	Amounts reclassified from accumulated other comprehensive income	0		0		5,023		5,023		Amounts reclassified from accumulated other comprehensive income	—		—		14,691		14,691
Net current-period other comprehensive income	Net current-period other comprehensive income	$	(10,614)	$	(3,970)	$	12,412	$	(2,172)	Net current-period other comprehensive income	$	(33,000)	$	3,052	$	16,171	$	(13,777)
Balance as of April 3, 2021		$	(60,575)	$	(404,889)	$	(25,136)	$	(490,600)
Balance as of October 2, 2021										Balance as of October 2, 2021	$	(82,961)	$	(397,867)	$	(21,377)	$	(502,205)

Balance as of December 28, 2019	Balance as of December 28, 2019	$	(105,705)	$	(228,336)	$	(16,892)	$	(350,933)	Balance as of December 28, 2019	$	(105,705)	$	(228,336)	$	(16,892)	$	(350,933)
Other comprehensive income before reclassification	Other comprehensive income before reclassification	(48,916)		14,808		(26,486)		(60,594)		Other comprehensive income before reclassification	(3,213)		6,184		(35,646)		(32,675)
Amounts reclassified from accumulated other comprehensive income	Amounts reclassified from accumulated other comprehensive income	0		0		1,267		1,267		Amounts reclassified from accumulated other comprehensive income	—		—		10,419		10,419
Net current-period other comprehensive income	Net current-period other comprehensive income	$	(48,916)	$	14,808	$	(25,219)	$	(59,327)	Net current-period other comprehensive income	$	(3,213)	$	6,184	$	(25,227)	$	(22,256)
Balance as of March 28, 2020		$	(154,621)	$	(213,528)	$	(42,111)	$	(410,260)
Balance as of September 26, 2020										Balance as of September 26, 2020	$	(108,918)	$	(222,152)	$	(42,119)	$	(373,189)

(1) As of ~~April 3,~~October 2, 2021, pension and interest rate swap amounts are net of tax of ~~$(90.0)~~$(88.4) million and ~~$(8.8)~~$(7.5) million, respectively. During the ~~three~~nine months ended ~~April 3,~~October 2, 2021, the adjustments to pension benefit costs and unrealized gain/(loss) interest rate swap were net of tax of ~~$(0.9)~~$0.7 million and ~~$4.3~~$5.6 million, respectively. As of ~~March 28,~~September 26, 2020 pension and interest rate swap amounts are net of tax of ~~$(45.5)~~$(47.3) million and $(15.3) million, respectively. During the ~~three~~nine months ended ~~March 28,~~September 26, 2020, the adjustments to pension benefit costs and unrealized gain/(loss) interest rate swap were net of tax of ~~$3.1~~$1.3 million and $(9.3) million, respectively.


		Three Months Ended			Three Months Ended						Nine Months Ended
			Apr 3, 2021			Mar 28, 2020			Oct 2, 2021		Sep 26, 2020		Oct 2, 2021		Sep 26, 2020
Net earnings	Net earnings		$	89,263		$	73,779	Net earnings	$	175,966	$	60,516	$	385,814	$	155,457
Currency translation adjustment	Currency translation adjustment		(10,614)			(48,916)		Currency translation adjustment	(21,881)		25,851		(33,000)		(3,213)
Pension liability adjustment, net of tax	Pension liability adjustment, net of tax		(3,970)			14,808		Pension liability adjustment, net of tax	5,870		(6,133)		3,052		6,184
Unrealized gain (loss) on interest rate swaps, net of tax	Unrealized gain (loss) on interest rate swaps, net of tax		12,412			(25,219)		Unrealized gain (loss) on interest rate swaps, net of tax	3,056		2,653		16,171		(25,227)
Comprehensive income	Comprehensive income		$	87,091		$	14,452	Comprehensive income	$	163,011	$	82,887	$	372,037	$	133,201


		Apr 3, 2021		Jan 2, 2021			Oct 2, 2021		Jan 2, 2021
Raw materials and parts	Raw materials and parts	$	292,068	$	263,200	Raw materials and parts	$	369,221	$	263,200
Work-in-process	Work-in-process	57,537		55,104		Work-in-process	68,360		55,104
Finished goods	Finished goods	224,672		221,894		Finished goods	248,462		221,894
		$	574,277	$	540,198		$	686,043	$	540,198


		Commercial Foodservice		Food Processing		Residential Kitchen		Total			Commercial Foodservice		Food Processing		Residential Kitchen		Total
Balance as of January 2, 2021	Balance as of January 2, 2021	$	1,228,436	$	255,798	$	450,027	$	1,934,261	Balance as of January 2, 2021	$	1,228,436	$	255,798	$	450,027	$	1,934,261

Goodwill acquired during the year										Goodwill acquired during the year	42,570		—		142,741		185,311
Measurement period adjustments to goodwill acquired in prior year	Measurement period adjustments to goodwill acquired in prior year	(247)		0		0		(247)		Measurement period adjustments to goodwill acquired in prior year	2,302		—		—		2,302
Exchange effect	Exchange effect	(5,558)		(2,552)		2,740		(5,370)		Exchange effect	(7,012)		(3,814)		(4,866)		(15,692)
Balance as of April 3, 2021		$	1,222,631	$	253,246	$	452,767	$	1,928,644
Balance as of October 2, 2021										Balance as of October 2, 2021	$	1,266,296	$	251,984	$	587,902	$	2,106,182

April 3, 2021 January 2, 2021
Estimated
Weighted Avg
Remaining
Life Gross
Carrying
Amount Accumulated
Amortization Estimated
Weighted Avg
Remaining
Life Gross
Carrying
Amount Accumulated
Amortization
Amortized intangible assets:
Customer lists 8.3 $ 735,264 $ (362,393) 8.5 $ 735,264 $ (347,029)
Backlog 0.1 34,729 (34,268) 0.3 34,729 (31,924)
Developed technology 9.8 56,931 (25,508) 10.0 56,931 (24,394)
$ 826,924 $ (422,169) $ 826,924 $ (403,347)
Indefinite-lived assets:
Trademarks and tradenames $ 1,023,539 $ 1,026,804


	October 2, 2021					January 2, 2021
	Estimated Weighted Avg Remaining Life	Gross Carrying Amount		Accumulated Amortization		Estimated Weighted Avg Remaining Life	Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets:
Customer lists	7.9	$	794,079	$	(393,686)	8.5	$	735,264	$	(347,029)
Backlog	0.2	37,039		(36,331)		0.3	34,729		(31,924)
Developed technology	8.9	65,534		(28,434)		10.0	56,931		(24,394)
		$	896,652	$	(458,451)		$	826,924	$	(403,347)
Indefinite-lived assets:
Trademarks and tradenames		$	1,136,400				$	1,026,804


Twelve Month Period coinciding with the end of the company's Fiscal First 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

2022	2022	$	65,516	2022	$	73,869
2023	2023	60,567		2023	66,711
2024	2024	54,282		2024	57,656
2025	2025	41,939		2025	48,507
2026	2026	37,501		2026	46,054
Thereafter	Thereafter	144,950		Thereafter	145,404
		$	404,755		$	438,201


		Apr 3, 2021		Jan 2, 2021			Oct 2, 2021		Jan 2, 2021
Contract liabilities	Contract liabilities	$	108,766	$	93,871	Contract liabilities	$	132,984	$	93,871
Accrued payroll and related expenses	Accrued payroll and related expenses	105,085		93,926		Accrued payroll and related expenses	105,498		93,926
Accrued warranty	Accrued warranty	75,094		69,667		Accrued warranty	81,708		69,667
Accrued customer rebates	Accrued customer rebates	30,630		43,703		Accrued customer rebates	61,160		43,703
Accrued short-term leases	Accrued short-term leases	22,041		22,493		Accrued short-term leases	21,987		22,493
Accrued professional fees						Accrued professional fees	20,743		12,133
Accrued sales and other tax	Accrued sales and other tax	16,730		22,030		Accrued sales and other tax	17,380		22,030
Accrued professional fees		13,782		12,133
Accrued agent commission						Accrued agent commission	14,265		11,105
Accrued product liability and workers compensation	Accrued product liability and workers compensation	12,402		12,909		Accrued product liability and workers compensation	11,244		12,909
Accrued agent commission		12,215		11,105
Accrued interest rate swaps	Accrued interest rate swaps	10,672		14,075		Accrued interest rate swaps	768		14,075
Accrued liabilities held for sale	Accrued liabilities held for sale	0		22,313		Accrued liabilities held for sale	—		22,313
Other accrued expenses	Other accrued expenses	72,496		76,316		Other accrued expenses	79,259		76,316

		$	479,913	$	494,541		$	546,996	$	494,541

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.


		Apr 3, 2021		Jan 2, 2021			Oct 2, 2021		Jan 2, 2021
		(in thousands)					(in thousands)
Senior secured revolving credit line	Senior secured revolving credit line	$	755,000	$	755,000	Senior secured revolving credit line	$	827,856	$	755,000
Term loan facility	Term loan facility	331,250		335,938		Term loan facility	321,875		335,938
Convertible senior notes	Convertible senior notes	732,088		632,847		Convertible senior notes	733,825		632,847
Foreign loans	Foreign loans	2,483		4,421		Foreign loans	2,833		4,421
Other debt arrangement	Other debt arrangement	1,312		1,390		Other debt arrangement	1,186		1,390
Total debt	Total debt	1,822,133		1,729,596		Total debt	1,887,575		1,729,596
Less: Current maturities of long-term debt	Less: Current maturities of long-term debt	21,093		22,944		Less: Current maturities of long-term debt	21,553		22,944
Long-term debt	Long-term debt	$	1,801,040	$	1,706,652	Long-term debt	$	1,866,022	$	1,706,652

On January 31, 2020, the company entered into an amended and restated five-year, $3.5 billion multi-currency senior secured credit agreement (as amended as described below, the "Credit Facility"). On August 21, 2020, the company entered into an amendment to the Credit Facility, prepaying $400.0 million aggregate principal amount of its term loan obligations owed. The Credit Facility, as amended, is in an aggregate principal amount of $3.1 billion, consisting of (i) a $350 million term loan facility and (ii) a $2.75 billion multi-currency revolving credit facility. The Credit Facility matures on January 31, 2025. The term loan facility amortizes in equal quarterly installments due on the last day of each fiscal quarter in an aggregate annual amount equal to 2.50% of the original aggregate principal amount of the term loan facility, with the balance, plus any accrued interest, due and payable on January 31, 2025. As of ~~April 3,~~October 2, 2021, the company had $1.1 billion of borrowings outstanding under the Credit Facility, including ~~$755.0~~$566.5 million of borrowings in U.S. Dollars, $261.3 million of borrowings denominated in Euro, and ~~$331.3~~$321.9 million outstanding under the term loan. The company also had ~~$2.3~~$2.7 million in outstanding letters of credit as of ~~April 3,~~October 2, 2021, which reduces the borrowing availability under the Credit Facility.

At ~~April 3,~~October 2, 2021, borrowings under the Credit Facility accrued interest at a rate of ~~1.625%~~1.375% above LIBOR per annum or 1.00% above the highest of the prime rate, the federal funds rate plus 0.50% and one month LIBOR plus 1.00%. The average interest rate per annum, inclusive of hedging instruments, on the debt under the Credit Facility was equal to ~~3.32%~~2.78% at the end of the period. 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. This variable commitment fee was equal to ~~0.25%~~0.20% per annum as of ~~April 3,~~October 2, 2021. The term loan facility had an average interest rate per annum, inclusive of hedging instruments, of ~~3.28%~~2.60% as of ~~April 3,~~October 2, 2021.

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 terms of the Credit Facility, as amended, limit the ability of the company and its subsidiaries to, with certain exceptions: incur indebtedness; grant liens; engage in certain mergers, consolidations, acquisitions and dispositions; make restricted payments; enter into certain transactions with affiliates; and requires, among other things, the company to satisfy certain financial covenants: (i) a minimum Interest Coverage Ratio (as defined in the Credit Facility) of 3.00 to 1.00, (ii) a maximum Total Leverage Ratio of Funded Debt less Unrestricted Cash to Pro Forma EBITDA (each as defined in the Credit Facility) of 5.50 to 1.00, and (iii) a maximum Secured Leverage Ratio of Funded Debt less Unrestricted Cash to Pro Forma EBITDA (each as defined in the Credit Facility) of 3.50 to 1.00; which may be adjusted to ~~4.00~~4.25 to 1.00 for a four consecutive fiscal quarter period in connection with certain qualified acquisitions, subject to the terms and conditions contained in the Credit Facility. The Credit Facility is secured by substantially all of the assets of Middleby Marshall, the company and the company's domestic subsidiaries and is unconditionally guaranteed by, subject to certain exceptions, the company and certain of the company's direct and indirect material foreign and domestic subsidiaries. The Credit Facility contains certain customary events of default, including, but not limited to, the failure to make required payments; bankruptcy and other insolvency events; the failure to perform certain covenants; the material breach of a representation or warranty; non-payment of certain other indebtedness; the entry of undischarged judgments against the company or any subsidiary for the payment of material uninsured amounts; the invalidity of the company guarantee or any subsidiary guaranty; and a change of control of the company. At ~~April 3,~~October 2, 2021, the company was in compliance with all covenants pursuant to its borrowing agreements.


		Apr 3, 2021		Jan 2, 2021				Oct 2, 2021		Jan 2, 2021
		(in thousands)				(in thousands)
Principal amounts:	Principal amounts:						Principal amounts:
Principal	Principal	$	747,500	$	747,500		Principal	$	747,500	$	747,500
Unamortized debt discounts	Unamortized debt discounts	0		(98,358)			Unamortized debt discounts	—		(98,358)
Unamortized issuance costs	Unamortized issuance costs	(15,412)		(16,295)			Unamortized issuance costs	(13,675)		(16,295)
Net carrying amount	Net carrying amount	$	732,088	$	632,847		Net carrying amount	$	733,825	$	632,847

On August 21, 2020, the company issued $747.5 million aggregate principal amount of 1.00% Convertible Senior Notes maturing on September 1, 2025 (the "Convertible Notes") in a private offering pursuant to an indenture, dated August 21, 2020 (the "Indenture"), between the company and U.S. Bank National Association, as trustee. The Convertible Notes are general unsecured obligations of the company and bear interest semi-annually in arrears. The estimated fair value of the Convertible Notes was $1.1 billion as of ~~April 3,~~October 2, 2021 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 of this Quarterly Report on Form 10-Q. The if-converted value of the Convertible Notes exceeded their respective principal value by ~~$214.2~~$262.8 million as of ~~April 3,~~October 2, 2021.

On January 3, 2021, the company adopted ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity", using the modified retrospective method. Prior to January 3, 2021, the Company separated the Convertible Notes into liability and equity components and the carrying amount of the equity component was recorded as a debt discount and amortized to interest expense. As a result of the adoption of ASU 2020-06, the Convertible Notes are accounted for as a single liability and therefore the company no longer recognized any amortization of debt discounts as interest expense. The annual effective interest rate of the Convertible Notes following adoption of ASU 2020-06 is 1.5%.

The Convertible Notes were issued pursuant to the Indenture and bear interest semi-annually in arrears at a rate of 1.00% per annum on March 1 and September 1 of each year. The Convertible Notes are convertible based upon an initial conversion rate of 7.7746 shares of the company's common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $128.62 per share of the company's common stock. The conversion rate will be subject to adjustment upon occurrence of certain specified events in accordance with the Indenture but will not be adjusted for accrued and unpaid interest. Additionally, in the event of a Fundamental Change (as defined in the Indenture), holders of the Convertible Notes may require the company to repurchase all or a portion of their Convertible Notes at a price equal to 100.0% of the principal amount of Convertible Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date. Upon conversion, the company will pay cash up to the aggregate principal amount of the Convertible Notes to be converted and pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the company's election, in respect of the remainder, if any, of the company's conversion obligation in excess of the aggregate principal amount of the notes being converted.

The Convertible Notes will mature on September 1, 2025 unless they are redeemed, repurchased or converted prior to such date in accordance with their terms. The company may settle the conversions of the Convertible Notes in cash, shares of the company's common stock or any combination thereof at its election. The number of shares of the company's common stock issuable at the conversion price of $128.62 per share is expected to be 5.8 million shares. As of ~~April 3,~~October 2, 2021, there have been no conversions to date. For the ~~three~~nine months ended ~~April 3,~~October 2, 2021, the average market price of the company's common stock exceeded the exercise price of the Convertible Notes resulting in ~~744,334~~1,284,381 diluted common stock equivalents to be included in the diluted net earnings per share for the period.

In conjunction with the pricing of the Convertible Notes, the company entered into privately negotiated capped call transactions in the aggregate amount of $104.7 million ("Capped Call Transactions"). 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. Under the Capped Call Transactions, the number of shares of common stock issuable at the conversion price of $207.93 is expected to be 3.6 million shares. As of ~~April 3,~~October 2, 2021, there have been no conversions to date. The Capped Call Transactions cover 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.

ASC 815 “Derivatives and Hedging” requires an entity to recognize all derivatives as either assets or liabilities and measure those instruments at fair value. Derivatives that do not qualify as a hedge must be adjusted to fair value in earnings. If a derivative does qualify as a hedge under ASC 815, changes in the fair value will either be offset against the change in the fair value of the hedged assets, liabilities or firm commitments or recognized in other accumulated comprehensive income until the hedged item is recognized in earnings.

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 fair value of the forward and option contracts was a loss of ~~$0.7~~$3.4 million at the end of the ~~first~~third quarter of 2021.

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 one-month LIBOR for fixed rates. 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 ~~April 3,~~October 2, 2021, the fair value of these instruments was a liability of ~~$34.4~~$29.3 million. The change in fair value of these swap agreements in the first ~~three~~nine months of 2021 was a gain of ~~$12.4~~$16.2 million, net of taxes.


			Three Months Ended						Three Months Ended			Nine Months Ended
		Presentation of Gain/(loss)		Apr 3, 2021		Mar 28, 2020			Presentation of Gain/(loss)	Oct 2, 2021		Sep 26, 2020		Oct 2, 2021		Sep 26, 2020
Gain/(loss) recognized in accumulated other comprehensive income	Gain/(loss) recognized in accumulated other comprehensive income	Other comprehensive income		$	11,716	$	(35,785)	Gain/(loss) recognized in accumulated other comprehensive income	Other comprehensive income	$	(340)	$	(1,545)	$	7,117	$	(44,949)
Gain/(loss) reclassified from accumulated other comprehensive income (effective portion)	Gain/(loss) reclassified from accumulated other comprehensive income (effective portion)	Interest expense		$	(5,023)	$	(1,267)	Gain/(loss) reclassified from accumulated other comprehensive income (effective portion)	Interest expense	$	(4,461)	$	(5,158)	$	(14,691)	$	(10,419)

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 manufactures, sells, and distributes foodservice equipment for the restaurant and institutional kitchen industry. This business segment has manufacturing facilities in Arkansas, California, Colorado, Florida, Illinois, Michigan, New Hampshire, North Carolina, Ohio, Oregon, Pennsylvania, Tennessee, Texas, Vermont, Washington, Australia, Canada, China, Denmark, Estonia, Italy, Mexico, the Philippines, Poland, Spain, Sweden and the United Kingdom. Principal product lines of 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, and IoT solutions. These products are sold and marketed under the brand names: Anets, APW Wyott, Bakers Pride, Beech, BKI, Blodgett, Blodgett Combi, Bloomfield, Britannia, Carter-Hoffmann, Celfrost, Concordia, CookTek, Crown, CTX, Desmon, Deutsche Beverage, Doyon, Eswood, EVO, Firex, Follett, Frifri, Giga, Globe, Goldstein, Holman, Houno, IMC, Imperial, Induc, Ink Kegs, Inline Filling Systems, Jade, JoeTap, Josper, L2F, Lang, Lincat, MagiKitch’n, Market Forge, Marsal, Meheen, Middleby Marshall, MPC, Nieco, Nu-Vu, PerfectFry, Pitco, QualServ, RAM, Southbend, Ss Brewtech, Star, Starline, Sveba Dahlen, Synesso, Tank, Taylor, Thor, Toastmaster, TurboChef, Ultrafryer, Varimixer, Wells, Wild Goose and Wunder-Bar.

The Food Processing Equipment Group manufactures preparation, cooking, packaging food handling and food safety equipment for the food processing industry. This business segment has manufacturing operations in Georgia, Illinois, Iowa, North Carolina, Oklahoma, Pennsylvania, Texas, Virginia, Washington, Wisconsin, Denmark, France, Germany, India, Italy, and the United Kingdom. Principal product lines of this group include batch ovens, baking ovens, proofing ovens, conveyor belt ovens, continuous processing ovens, frying systems and automated thermal processing systems, 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, forming equipment, automated loading and unloading systems, food safety, food handling, freezing, defrosting and packaging equipment. These products are sold and marketed under the brand names: Alkar, Armor Inox, Auto-Bake, Baker Thermal Solutions, Burford, Cozzini, CV-Tek, Danfotech, Deutsche Process, Drake, Glimek, Hinds-Bock, Maurer-Atmos, MP Equipment, Pacproinc, RapidPak, Scanico, Spooner Vicars, Stewart Systems, Thurne and Ve.Ma.C.

The Residential Kitchen Equipment Group manufactures, sells and distributes kitchen equipment for the residential market. This business segment has manufacturing facilities in California, Michigan, Mississippi, Wisconsin, Belgium, France and the United Kingdom. Principal product lines of this group are ranges, cookers, stoves, cooktops, microwaves, ovens, refrigerators, dishwashers, undercounter refrigeration, wine cellars, ice machines, ventilation equipment and outdoor equipment. These products are sold and marketed under the brand names: AGA, AGA Cookshop, Brava, EVO, La Cornue, Leisure Sinks, Lynx, Marvel, Mercury, Novy, Rangemaster, Rayburn, Redfyre, Sedona, Stanley, TurboChef, U-Line and Viking.


		Three Months Ended				Three Months Ended											Nine Months Ended
			Apr 3, 2021	Mar 28, 2020					Oct 2, 2021						Sep 26, 2020				Oct 2, 2021				Sep 26, 2020
				Sales			Percent			Sales		Percent			Sales		Percent		Sales		Percent		Sales		Percent		Sales		Percent
Business Segments:	Business Segments:													Business Segments:
Commercial Foodservice	Commercial Foodservice			$	481,155		63.5	%		$	443,124	65.4	%	Commercial Foodservice	$	511,480	62.6	%	$	371,223	58.5	%	$	1,501,413	63.0	%	$	1,081,847	60.6	%
Food Processing	Food Processing			112,494			14.8			104,266		15.4		Food Processing	112,670		13.8		110,648		17.4		355,172		14.9		316,477		17.7
Residential Kitchen	Residential Kitchen			164,409			21.7			130,069		19.2		Residential Kitchen	193,395		23.6		152,654		24.1		527,791		22.1		385,637		21.7
Total	Total			$	758,058		100.0	%		$	677,459	100.0	%	Total	$	817,545	100.0	%	$	634,525	100.0	%	$	2,384,376	100.0	%	$	1,783,961	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 October 2, 2021												Three Months Ended October 2, 2021
Net sales												Net sales	$	511,480	$	112,670	$	193,395	$	—	$	817,545
Income (loss) from operations (2, 3, 6)												Income (loss) from operations (2, 3, 6)	105,529		21,425		31,322		75,206		233,482
Depreciation expense												Depreciation expense	5,793		1,353		3,608		122		10,876
Amortization expense (5)												Amortization expense (5)	12,822		1,773		3,589		1,570		19,754
Net capital expenditures												Net capital expenditures	6,391		1,106		2,127		797		10,421

Three Months Ended April 3, 2021
Nine Months Ended October 2, 2021												Nine Months Ended October 2, 2021
Net sales	Net sales	$	481,155	$	112,494	$	164,409	$	0	$	758,058	Net sales	$	1,501,413	$	355,172	$	527,791	$	—	$	2,384,376
Income (loss) from operations (2, 3, 4)		96,316		19,662		29,856		(24,661)		121,173
Income (loss) from operations (2, 3, 4, 6)												Income (loss) from operations (2, 3, 4, 6)	311,789		68,048		95,088		16,447		491,372
Depreciation expense	Depreciation expense	5,793		1,315		2,774		255		10,137		Depreciation expense	17,579		4,005		9,120		476		31,180
Amortization expense (5)	Amortization expense (5)	15,204		1,843		1,772		1,476		20,295		Amortization expense (5)	42,272		5,450		7,145		4,625		59,492
Net capital expenditures	Net capital expenditures	5,195		928		2,256		346		8,725		Net capital expenditures	17,599		3,539		7,256		1,338		29,732

Total assets	Total assets	$	3,283,354	$	632,746	$	1,213,045	$	160,768	$	5,289,913	Total assets	$	3,498,696	$	640,229	$	1,578,857	$	55,069	$	5,772,851

Three Months Ended September 26, 2020												Three Months Ended September 26, 2020
Net sales												Net sales	$	371,223	$	110,648	$	152,654	$	—	$	634,525
Income (loss) from operations (2, 3)												Income (loss) from operations (2, 3)	57,483		22,860		22,626		(16,297)		86,672
Depreciation expense												Depreciation expense	5,360		1,480		2,965		—		9,805
Amortization expense (5)												Amortization expense (5)	12,923		1,794		2,170		692		17,579
Net capital expenditures												Net capital expenditures	5,279		692		794		299		7,064

Three Months Ended March 28, 2020
Nine Months Ended September 26, 2020												Nine Months Ended September 26, 2020
Net sales	Net sales	$	443,124	$	104,266	$	130,069	$	0	$	677,459	Net sales	$	1,081,847	$	316,477	$	385,637	$	—	$	1,783,961
Income (loss) from operations (2, 3)	Income (loss) from operations (2, 3)	88,607		15,358		12,708		(11,259)		105,414		Income (loss) from operations (2, 3)	173,064		57,801		41,860		(41,521)		231,204
Depreciation expense	Depreciation expense	4,900		1,336		2,983		11		9,230		Depreciation expense	15,567		4,179		8,742		15		28,503
Amortization expense (5)	Amortization expense (5)	12,440		1,700		2,720		509		17,369		Amortization expense (5)	38,257		5,494		7,627		1,713		53,091
Net capital expenditures	Net capital expenditures	4,686		1,829		2,545		121		9,181		Net capital expenditures	22,152		3,115		4,089		420		29,776

Total assets	Total assets	$	3,232,632	$	626,907	$	1,145,943	$	272,497	$	5,277,979	Total assets	$	3,155,360	$	628,156	$	1,149,550	$	87,118	$	5,020,184


		Apr 3, 2021		Mar 28, 2020			Oct 2, 2021		Sep 26, 2020
United States and Canada	United States and Canada	$	330,080	$	316,087	United States and Canada	$	337,790	$	321,159
Asia	Asia	27,104		21,751		Asia	33,783		22,857
Europe and Middle East	Europe and Middle East	176,526		157,035		Europe and Middle East	204,696		152,914
Latin America	Latin America	6,155		5,518		Latin America	8,062		6,111
Total international	Total international	$	209,785	$	184,304	Total international	$	246,541	$	181,882
		$	539,865	$	500,391		$	584,331	$	503,041

The company maintains several pension plans related to AGA and its subsidiaries (collectively, the "AGA Group"), the most significant being the Aga Rangemaster Group Pension Scheme in the United Kingdom. Membership in the plan on a defined benefit basis of pension provision was closed to new entrants in 2001. The plan became open to new entrants on a defined contribution basis of pension provision in 2002, but was generally closed to new entrants on this basis during 2014. In December 2020, it was agreed that the Group Pension Scheme ~~will~~would be closed to future pension accruals effective April 5, 2021.


		Three Months Ended					Three Months Ended				Nine Months Ended
			Apr 3, 2021		Mar 28, 2020				Oct 2, 2021		Sep 26, 2020		Oct 2, 2021		Sep 26, 2020
Net Periodic Pension Benefit:	Net Periodic Pension Benefit:							Net Periodic Pension Benefit:
Service cost	Service cost		$	194	$	645		Service cost	$	194	$	649	$	584	$	1,918
Interest cost	Interest cost		4,290		6,418			Interest cost	4,287		6,456		12,927		19,086
Expected return on assets	Expected return on assets		(19,531)		(17,982)			Expected return on assets	(19,516)		(18,089)		(58,851)		(53,476)
Amortization of net loss (gain)	Amortization of net loss (gain)		3,152		837			Amortization of net loss (gain)	3,150		842		9,498		2,489
Amortization of prior service cost (credit)	Amortization of prior service cost (credit)		716		638			Amortization of prior service cost (credit)	716		642		2,158		1,897

			$	(11,179)	$	(9,444)			$	(11,169)	$	(9,500)	$	(33,684)	$	(28,086)

During the fiscal years 2020 and 2019, the company undertook cost reduction initiatives related to the Commercial Foodservice Equipment Group including headcount reductions and facility consolidations. These actions resulted in expenses of ~~$0.4~~$0.5 million and ~~$0.5~~$7.0 million in the three months ended ~~April 3,~~October 2, 2021 and ~~March 28,~~September 26, 2020, respectively, primarily for severance related to headcount reductions associated with the COVID-19 pandemic and facility consolidations. For the nine months period ended October 2, 2021 and September 26, 2020 the expenses for these actions amounted to $1.4 million and $8.6 million, respectively. These expenses are reflected in restructuring expenses in the Condensed Consolidated Statements of Comprehensive Income. The realization of cost savings from the restructuring initiatives began in 2020 with an expected annual savings of approximately $20.0 million. At ~~April 3,~~October 2, 2021, the restructuring obligations accrued for these initiatives are immaterial and will substantially be complete by the end of fiscal 2021.

The company 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. For the three and nine months ended ~~April 3,~~October 2, 2021, the company repurchased ~~10,473~~621 and 14,652 shares of its common stock, respectively, that were surrendered to the company for withholding taxes related to restricted stock vestings for ~~$1.8 million.~~$0.1 million and $2.5 million, respectively. 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 disclosed below.

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. During 2020, the company repurchased 896,965 shares of its common stock under the program for $69.7 million, including applicable commissions, which represented an average price of $77.70. As of ~~April 3,~~October 2, 2021, 1,023,165 shares had been purchased under the 2017 stock repurchase program and 1,476,835 remain authorized for repurchase.

On ~~April 20,~~October 21, 2021, the company entered into a five-year, $4.5 billion amended and restated credit agreement (the “Credit Agreement”). The Credit Agreement amends and restates the company’s prior $3.1 billion credit facility. The Credit Agreement provides for a new senior secured credit facility in an aggregate principal amount of $4.5 billion, consisting of (i) a $1 billion term loan facility, (ii) a $750 million delayed draw term loan facility and (iii) a $2.75 billion multi-currency revolving credit facility, with the potential, under certain circumstances, to increase the amount of the credit facility by the greater of $625 million and 100% of consolidated EBITDA for the most recently ended period of consecutive fiscal quarters (plus additional amounts, subject to compliance with a senior secured net leverage ratio), either by increasing the revolving commitment or by adding one or more revolver or term loan tranches.The credit facility matures on October 21, 2026, with the potential to extend the maturity date in one year increments with the consent of the extending lenders. All obligations under the Credit Agreement ~~and Plan of Merger ("Merger Agreement") with Welbilt, Inc.("Welbilt"), a Delaware corporation, Middleby Marshall, Inc., a wholly owned subsidiary~~are secured by substantially all the assets of the company and ~~Mosaic Merger Sub, Inc., a wholly owned subsidiary~~certain of the company’s material domestic subsidiaries, and unconditionally guaranteed by, subject to certain exceptions, the company ~~(“Merger Sub”), pursuant to which, at the closing, Merger Sub will merge with~~ and ~~into Welbilt, with Welbilt surviving as an indirect, wholly owned subsidiary~~certain of the company’s direct and indirect material foreign and domestic subsidiaries.

The term loan facility will amortize in equal quarterly installments due on the last day of each fiscal quarter, commencing with the first full fiscal quarter after October 21, 2021, in an aggregate annual amount equal to 2.50% of the original aggregate principal amount of the term loan facility, with the balance, plus any accrued interest, due and payable on October 21, 2026. The delayed draw term loan facility is available for borrowing within one year. The delayed draw term loan facility will amortize in quarterly installments due on the last day of each fiscal quarter, commencing with the first full fiscal quarter after each delayed draw term loan borrowing in an amount equal to 0.625% of the original aggregate principal amount of such borrowing, with the balance, plus any accrued interest, due and payable on October 21, 2026. The Credit Agreement requires the company ~~(“Merger”). Subject~~to satisfy the following financial covenants: (i) a minimum Interest Coverage Ratio (as defined in the Credit Agreement) of 3.00 to 1.00; and (ii) a maximum Secured Leverage Ratio (as defined in the Credit Agreement) of Funded Secured Debt less Unrestricted Cash to Pro Forma EBITDA (each as defined in the Credit Agreement) of 3.75 to 1.00, which may be adjusted to 4.25 to 1.00 for a four consecutive fiscal quarter period in connection with certain qualified acquisitions, subject to the terms and conditions ~~set forth~~contained in the ~~Merger~~Credit Agreement. The Credit Agreement ~~at the effective time of the Merger (“Effective Time”), each share of common stock, par value $0.01 per share, of Welbilt (“Welbilt Common Stock”) issued and outstanding immediately prior~~provides availability to ~~the Effective Time (other than shares of Welbilt common stock held by Welbilt as treasury stock or held, directly or indirectly, by the company) will be converted into the right~~provide working capital, capital expenditures, to receive 0.1240 shares of validly issued, fully paid and non-assessable shares of common stock, par value $0.01 per share, of Middleby (“Middleby Common Stock”) (the ratio of one share of Welbilt Common Stock for 0.1240 shares of Middleby Common Stock, the “Exchange Ratio”). Upon the closing of the Merger, Middleby stockholders will own approximately 76% and Welbilt stockholders will own approximately 24% of the combined company.

Following the closing of the Merger, the Middleby Common Stock will continue to be listed on the NASDAQ Global Select Market (“NASDAQ”). Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, Welbilt’s equity-based compensation plan maintained for employees of Welbilt will be assumed by Middleby and (i) all outstanding options to purchase Welbilt Common Stock will be converted into options to purchase shares of Middleby Common Stock, (ii) all outstanding restricted stock awards and restricted stock unit awards with respect to Welbilt Common Stock will be converted into corresponding restricted stock awards and restricted stock unit awards with respect to shares of Middleby Common Stock, and (iii) all outstanding performance stock unit awards with respect to Welbilt Common Stock will be converted into restricted stock unit awards with respect to shares of Middleby Common Stock, with performance criteria deemed satisfied based on the achievement levels set forth in the Merger Agreement, in each case, based on the Exchange Ratio and with respect to such converted stock options, the exercise price of which shall be equal to the exercise price of such option in effect immediately prior to the Effective Time, divided by the Exchange Ratio, rounded up to the nearest whole cent. No fractional shares of Middleby Common Stock will be issued in connection with the Merger, and holders of shares of Welbilt Common Stock will receive cash in lieu of any such fractional shares.

The respective boards of directors of Middleby and Welbilt have unanimously approved the Merger Agreement, and the board of directors of Middleby has agreed to recommend that Middleby’s stockholders approvesupport the issuance of ~~the shares~~letters of ~~Middleby Common Stock in connection with the Merger,~~credit and other general corporate purposes, as ~~required by the listing standards of NASDAQ. In addition, the board of directors of Welbilt has agreed to recommend that Welbilt’s stockholders adopt the Merger Agreement.~~

well as for financing permitted acquisitions. The ~~completion~~foregoing description of the ~~Merger~~Credit Agreement does not purport to be complete and is ~~subject~~qualified in its entirety by reference to the ~~satisfaction or waiver~~Credit Agreement, a copy of customary closing conditions, including (i) approval of the issuance of Middleby Common Stock in connection with the Merger by Middleby’s stockholders, (ii) approval for listing of the Middleby Common Stock to be issued in connection with the Merger on NASDAQ, (iii) the effectiveness of a registration statement on Form S-4 with respect to the Middleby Common Stock to be issued in connection with the Merger, (iv) approval and adoption of the Merger Agreement by Welbilt’s stockholders, (v) expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,which is attached as amended ("HSR Act"), and receipt of applicable approvals under certain foreign competition, antitrust or merger control laws, (vi) there being no law or order prohibiting consummation of the Merger, (vii) subject to specified materiality standards, the accuracy of the representations and warranties of the parties, (viii) compliance by the parties in all material respects with their respective covenants, (ix) the absence of a material adverse effect with respect to each of Middleby and Welbilt, and (x) the delivery of an officer’s closing certificate by both parties. The completion of the Merger is not conditioned on receipt of financing by Middleby.

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, the impact of COVID-19 pandemic and the response of governments, businesses and other third parties; volatility in earnings resulting from goodwill impairment losses which may occur irregularly and in varying amounts; variability in financing costs; quarterly variations in operating results; dependence on key customers; international exposure; foreign exchange and political risks affecting international sales; ability to protect trademarks, copyrights and other intellectual property; changing market conditions; 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; and other risks detailed herein and from time-to-time in the company’s SEC filings, including the company’s 2020 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.

As previously disclosed, on July 13, 2021, Middleby announced that, under the ~~company, as discussed~~terms of the Merger Agreement, it would not exercise its right to propose any modifications to the terms of the Merger Agreement and would allow the five-day match period to expire. Accordingly, on July 14, 2021, Welbilt delivered to Middleby a written notice terminating the Merger Agreement in ~~Note 18, Subsequent Event,~~accordance with Section 7.1(c)(iii) of the Merger Agreement and, concurrently with Middleby’s receipt of the termination fee of $110 million in cash from Welbilt, the ~~Notes to~~Merger Agreement was terminated on July 14, 2021.

The termination fee received is reflected in the Condensed Consolidated ~~Financial~~ Statements ~~included~~of Comprehensive Income as the "merger termination fee" and $19.7 million of deal costs associated with the transaction are reflected in ~~Part I, Item 1 of this Quarterly Report on Form 10-Q. Subject to the terms~~selling, general and ~~conditions set forth~~administrative expenses in the ~~Merger Agreement, at the Effective Time, each share~~Condensed Consolidated Statements of Welbilt Common Stock will be converted into the right to receive 0.1240 shares of Middleby Common Stock. Upon the closing of the Merger, Middleby stockholders will own approximately 76% and Welbilt stockholders will own approximately 24% of the combined company. The Merger Agreement was unanimously approved by the boards of directors of both the company and Welbilt, and is subject to satisfaction of customary closing conditions set forth in the Merger Agreement, including receipt of required regulatory approvals and approval by the stockholders of each company. The completion of the Merger is not conditioned on receipt of financing by Middleby.Comprehensive Income.


		Three Months Ended			Three Months Ended						Nine Months Ended
			Apr 3, 2021			Mar 28, 2020			Oct 2, 2021		Sep 26, 2020		Oct 2, 2021		Sep 26, 2020
Net sales	Net sales		100.0	%		100.0	%	Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	Cost of sales		63.6			63.1		Cost of sales	63.4		64.9		63.1		64.9
Gross profit	Gross profit		36.4			36.9		Gross profit	36.6		35.1		36.9		35.1
Selling, general and administrative expenses	Selling, general and administrative expenses		20.4			21.2		Selling, general and administrative expenses	21.4		20.3		20.8		21.6
Restructuring	Restructuring		0.1			0.1		Restructuring	0.1		1.1		0.1		0.6
Merger termination fee								Merger termination fee	(13.5)		—		(4.6)		—

Income from operations	Income from operations		16.0			15.6		Income from operations	28.6		13.7		20.6		12.9
Interest expense and deferred financing amortization, net	Interest expense and deferred financing amortization, net		2.1			2.4		Interest expense and deferred financing amortization, net	1.6		2.9		1.8		3.1
Net periodic pension benefit (other than service costs)	Net periodic pension benefit (other than service costs)		(1.5)			(1.5)		Net periodic pension benefit (other than service costs)	(1.4)		(1.6)		(1.4)		(1.7)
Other (income) expense, net			(0.2)			0.5
Other expense (income), net								Other expense (income), net	0.1		—		(0.1)		0.2
Earnings before income taxes	Earnings before income taxes		15.6			14.2		Earnings before income taxes	28.3		12.4		20.3		11.3
Provision for income taxes	Provision for income taxes		3.8			3.3		Provision for income taxes	6.7		2.9		4.1		2.6
Net earnings	Net earnings		11.8	%		10.9	%	Net earnings	21.6	%	9.5	%	16.2	%	8.7	%

NET SALES. Net sales for the three months period ended ~~April 3,~~October 2, 2021 increased by ~~$80.6~~$183.0 million or ~~11.9%~~28.8% to ~~$758.1~~$817.5 million as compared to ~~$677.5~~$634.5 million in the three months period ended ~~March 28,~~September 26, 2020. Net sales increased by ~~$18.6~~$39.4 million, or ~~2.7%~~6.2%, from the fiscal 2020 acquisitions of ~~Deutsche,~~ Wild Goose and United Foodservice Equipment ~~Zhuhai.~~Zhuhai and the fiscal 2021 acquisitions of Novy and Imperial. Excluding acquisitions and a disposition, net sales increased ~~$67.7~~$148.9 million, or ~~10.1%~~23.7%, 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 ~~April 3,~~October 2, 2021 increased net sales by approximately ~~$11.1~~$7.9 million or ~~1.6%~~1.3%. Excluding the impact of foreign exchange, acquisitions and a disposition, sales increased ~~8.4%~~22.4% for the three months period ended ~~April 3,~~October 2, 2021 as compared to the prior year period, including a net sales increase of ~~3.2%~~31.9% at the Commercial Foodservice Equipment Group, a net sales increase of ~~6.5%~~1.4% at the Food Processing Equipment Group and a net sales increase of ~~28.7%~~14.2% at the Residential Kitchen Equipment Group.

•Net sales of the Commercial Foodservice Equipment Group increased by ~~$38.1~~$140.3 million, or ~~8.6%~~37.8%, to ~~$481.2~~$511.5 million in the three months period ended ~~April 3,~~October 2, 2021, as compared to ~~$443.1~~$371.2 million in the prior year period. Net sales from the acquisitions of ~~Deutsche,~~ Wild Goose, ~~and~~ United Foodservice Equipment Zhuhai, and Imperial, which were acquired on ~~March 2, 2020,~~ December 7, 2020, and December 18, 2020, and September 24, 2021, respectively, accounted for an increase of ~~$18.6~~$18.2 million during the three months period ended ~~April 3,~~October 2, 2021. Excluding the impact of acquisitions, net sales of the Commercial Foodservice Equipment Group increased ~~$19.5~~$122.1 million, or ~~4.4%~~32.9%, as compared to the prior year period. Excluding the impact of foreign exchange and acquisitions, net sales increased ~~$14.1~~$118.5 million or ~~3.2%~~31.9% at the Commercial Foodservice Equipment Group. Domestically, the company realized a sales increase of ~~$32.4~~$100.8 million, or ~~10.6%~~37.9%, to ~~$338.9~~$366.6 million, as compared to ~~$306.5~~$265.8 million in the prior year period. ~~The increase in domestic sales is related to improvements in market conditions and consumer demand.~~ This includes an increase of ~~$14.0~~$14.8 million from recent acquisitions. Excluding the acquisitions, the net increase in domestic sales was ~~$18.4~~$86.0 million, or ~~6.0%~~32.4%. International sales increased ~~$5.7~~$39.5 million, or ~~4.2%~~37.5%, to ~~$142.3~~$144.9 million, as compared to ~~$136.6~~$105.4 million in the prior year period. This includes an increase of ~~$4.6~~$3.4 million from the recent acquisitions and an increase of ~~$5.4~~$3.6 million related to the favorable impact of exchange rates. Excluding acquisitions and foreign exchange, the net sales ~~decrease~~increase in international sales was ~~$4.3~~$32.5 million, or ~~3.1%~~30.8%. The ~~decrease in international revenues reflects continued impacts of COVID-19 on the European and Latin America markets, partially offset by an~~ increase in domestic and international sales is related to improvements in market conditions and consumer demand, as the ~~Asian market.~~prior year period was significantly impacted by the COVID-19 pandemic.

•Net sales of the Food Processing Equipment Group increased by ~~$8.2~~$2.0 million, or ~~7.9%~~1.8%, to ~~$112.5~~$112.6 million in the three months period ended ~~April 3,~~October 2, 2021, as compared to ~~$104.3~~$110.6 million in the prior year period. Excluding the impact of foreign exchange, net sales increased ~~$6.8~~$1.5 million, or ~~6.5%~~1.4% at the Food Processing Equipment Group. Domestically, the company realized a sales increase of ~~$6.8~~$2.3 million, or ~~9.3%~~2.8%, to ~~$79.7~~$84.4 million, as compared to ~~$72.9~~$82.1 million in the prior year period. The increase in domestic sales reflects growth primarily driven by ~~bakery~~protein products. International sales ~~increased $1.4~~decreased $0.3 million, or ~~4.5%~~1.1%, to ~~$32.8~~$28.2 million, as compared to ~~$31.4~~$28.5 million in the prior year period. This includes an increase of ~~$1.4~~$0.5 million related to the favorable impact of exchange rates. Excluding foreign exchange, the net sales decrease in international sales ~~were largely unchanged.~~was $0.8 million, or 2.8%.

•Net sales of the Residential Kitchen Equipment Group increased by ~~$34.3~~$40.7 million, or ~~26.4%~~26.7%, to ~~$164.4~~$193.4 million in the three months period ended ~~April 3,~~October 2, 2021, as compared to ~~$130.1~~$152.7 million in the prior year period. Excluding the impact of ~~foreign exchange~~the acquisition of Novy, acquired on July 12, 2021, and athe disposition, net sales increased ~~$35.7~~$24.8 million, or ~~28.7%~~16.8%, as compared to the prior year period. Excluding the impact of foreign exchange, the acquisition, and the disposition, net sales increased $21.0 million, or 14.2% at the Residential Kitchen Equipment Group. Domestically, the company realized a sales increase of ~~$23.5~~$15.9 million, or ~~27.6%~~16.3%, to ~~$108.6~~$113.2 million, as compared to ~~$85.1~~$97.3 million in the prior year period. International sales increased ~~$10.8~~$24.8 million, or ~~24.0%~~44.8%, to ~~$55.8~~$80.2 million, as compared to ~~$45.0~~$55.4 million in the prior year period. This includes aan increase of $3.8 million related to the favorable impact of exchange ~~rates of $4.3 million.~~rates. Excluding foreign exchange, the acquisition, and athe disposition, the net sales increase in international sales was ~~$12.2~~$5.1 million, or ~~31.0%~~10.2%. The increase in domestic and international sales reflects the strong demand for our premium appliance ~~brands.~~brands and strength in the European market.

GROSS PROFIT. Gross profit increased to ~~$275.9~~$299.6 million in the three months period ended ~~April 3,~~October 2, 2021 from ~~$250.2~~$222.7 million in the prior year period, primarily reflecting higher sales volumes related to improvements in market conditions and consumer demand and favorable impact of foreign exchanges rates of ~~$4.1~~$2.7 million. The gross margin rate was ~~36.9%~~35.1% in the three months period ended ~~March 28,~~September 26, 2020 as compared to ~~36.4%~~36.6% in the current year period. Gross profit margins have been negatively impacted by rising costs of many raw materials and inputs, as well as higher labor rates and logistics costs.

•Gross profit at the Commercial Foodservice Equipment Group increased by ~~$9.9~~$59.8 million, or ~~6.0%~~46.9%, to ~~$175.2~~$187.3 million in the three months period ended ~~April 3,~~October 2, 2021, as compared to ~~$165.3~~$127.5 million in the prior year period. Gross profit from the acquisitions of ~~Deutsche,~~ Wild Goose, ~~and~~ United Foodservice Equipment Zhuhai, and Imperial increased gross profit by ~~$5.7~~$7.1 million. Excluding acquisitions, gross profit increased by ~~$4.2~~$52.7 million ~~primarily~~ related to higher sales volumes. The impact of foreign exchange rates increased gross profit by approximately ~~$2.0~~$1.2 million. The gross margin rate ~~decreased~~increased to ~~36.4%~~36.6%, as compared to ~~37.3%~~34.3% in the prior year period. The gross margin rate, excluding acquisitions and the impact of foreign exchange, was 36.6%.

•Gross profit at the Food Processing Equipment Group increased by ~~$3.1~~$1.5 million, or ~~8.6%~~3.7%, to ~~$39.2~~$41.9 million in the three months period ended ~~April 3,~~October 2, 2021, as compared to ~~$36.1~~$40.4 million in the prior year period. The impact of foreign exchange rates increased gross profit by approximately ~~$0.7~~$0.3 million. The gross profit margin rate increased to ~~34.8%~~37.2%, as compared to ~~34.6%~~36.5% in the prior year period primarily related to higher sales volumes and product mix. The gross margin rate, excluding the impact of foreign exchange, was ~~34.7%~~37.1%.

•Gross profit at the Residential Kitchen Equipment Group increased by ~~$12.0~~$15.2 million, or ~~24.6%~~27.4%, to ~~$60.8~~$70.7 million in the three months period ended ~~April 3,~~October 2, 2021, as compared to ~~$48.8~~$55.5 million in the prior year period. The impact of foreign exchange rates increased gross profit by approximately ~~$1.4~~$1.2 million. The gross margin rate ~~decreased~~increased to ~~37.0%~~36.6%, as compared to ~~37.5%~~36.3% in the prior year ~~period.~~period related to higher sales volumes. The gross margin rate, excluding the acquisition and the impact of foreign exchange, was ~~37.1%~~37.5%.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Combined selling, general and administrative expenses increased from ~~$143.9~~$128.8 million in the three months period ended ~~March 28,~~September 26, 2020 to ~~$155.0~~$175.4 million in the three months period ended ~~April 3,~~October 2, 2021. As a percentage of net sales, selling, general, and administrative expenses were ~~21.2%~~20.3% in the three months period ended ~~March 28,~~September 26, 2020, as compared to ~~20.4%~~21.4% in the three months period ended ~~April 3,~~October 2, 2021.

Selling, general and administrative expenses reflect increased costs of ~~$5.4~~$9.4 million associated with acquisitions, including ~~$2.7~~$2.2 million of intangible amortization expense. Selling, general and administrative expenses increased ~~$13.2~~$16.9 million related to ~~incentive and stock~~ compensation costs ~~offset by a decrease of $6.1~~and $11.9 million ~~from controllable cost reductions primarily within travel & entertainment and convention costs.~~related to professional fees, including deal expenses. Higher sales volumes also resulted in increased commission expense. Foreign exchange rates had an unfavorable impact of ~~$2.1~~$1.3 million.

NON-OPERATING EXPENSES. Interest and deferred financing amortization costs were ~~$16.1~~$13.2 million in the three months period ended ~~April 3,~~October 2, 2021, as compared to ~~$15.7~~$18.4 million in the prior year ~~period.~~period, reflecting the reduction in borrowing levels, the reduction in average interest rates under the Credit Facility and the benefit from the Convertible Notes. Net periodic pension benefit (other than service costs) increased $1.3 million to $11.4 million in the three months period ended ~~April 3,~~October 2, 2021 from $10.1 million in the prior year period, related to the decrease in discount rate used to calculate the interest cost. Other ~~income~~expense was ~~$1.7~~$0.8 million in the three months period ended ~~April 3,~~October 2, 2021, as compared to other ~~expense~~income of ~~$3.3~~$0.3 million in the prior year period and consists mainly of foreign exchange gains and losses.

NET SALES. Net sales for the nine months period ended October 2, 2021 increased by $600.4 million or 33.7% to $2,384.4 million as compared to $1,784.0 million in the nine months period ended September 26, 2020. Net sales increased by $73.5 million, or 4.1%, from the fiscal 2020 acquisitions of Deutsche, Wild Goose and United Foodservice Equipment Zhuhai, and fiscal 2021 acquisitions of Novy and Imperial. Excluding acquisitions and a disposition, net sales increased $540.9 million, or 30.6%, 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 October 2, 2021 increased net sales by approximately $39.2 million or 2.2%. Excluding the impact of foreign exchange, acquisitions and a disposition, sales increased 28.3% for nine months period ended October 2, 2021 as compared to the prior year period, including a net sales increase of 32.2% at the Commercial Foodservice Equipment Group, a net sales increase of 10.7% at the Food Processing Equipment Group and a net sales increase of 32.2% at the Residential Kitchen Equipment Group.

•Net sales of the Commercial Foodservice Equipment Group increased by $419.5 million, or 38.8%, to $1,501.4 million in the nine months period ended October 2, 2021, as compared to $1,081.9 million in the prior year period. Net sales from the acquisitions of Deutsche, Wild Goose, United Foodservice Equipment Zhuhai, and Imperial, which were acquired on March 2, 2020, December 7, 2020, December 18, 2020, and September 24, 2021, respectively, accounted for an increase of $52.3 million during the nine months period ended October 2, 2021. Excluding the impact of acquisitions, net sales of the Commercial Foodservice Equipment Group increased $367.2 million, or 33.9%, as compared to the prior year period. Excluding the impact of foreign exchange and acquisitions, net sales increased $348.0 million or 32.2% at the Commercial Foodservice Equipment Group. Domestically, the company realized a sales increase of $296.3 million, or 38.6%, to $1,064.5 million, as compared to $768.2 million in the prior year period. This includes an increase of $40.3 million from recent acquisitions. Excluding acquisitions, the net increase in domestic sales was $256.0 million, or 33.3%. The increase in domestic sales is related to improvements in market conditions and consumer demand. International sales increased $123.2 million, or 39.3%, to $436.9 million, as compared to $313.7 million in the prior year period. This includes an increase of $12.0 million from the recent acquisitions and an increase of $19.2 million related to the favorable impact of exchange rates. Excluding acquisitions and foreign exchange, the net sales increase in international sales was $92.0 million, or 29.3%. The increase in international revenues is related to improvements in market conditions, primarily in the European and Asian markets.

•Net sales of the Food Processing Equipment Group increased by $38.7 million, or 12.2%, to $355.2 million in the nine months period ended October 2, 2021, as compared to $316.5 million in the prior year period. Excluding the impact of foreign exchange, net sales increased $34.0 million or 10.7% at the Food Processing Equipment Group. Domestically, the company realized a sales increase of $31.8 million, or 14.0%, to $259.6 million, as compared to $227.8 million in the prior year period. The increase in domestic sales reflects growth primarily driven by both protein and bakery products. International sales increased $6.9 million, or 7.8%, to $95.6 million, as compared to $88.7 million in the prior year period. This includes an increase of $4.7 million related to the favorable impact of exchange rates. Excluding the foreign exchange, the net sales increase in international sales was $2.2 million, or 2.5%. The increase in international revenues is primarily driven by protein projects.

•Net sales of the Residential Kitchen Equipment Group increased by $142.2 million or 36.9%, to $527.8 million in the nine months period ended October 2, 2021, as compared to $385.6 million in the prior year period. Excluding the impact of the acquisition of Novy, acquired on July 12, 2021, and the disposition, net sales increased $135.0 million, or 36.3%, as compared to the prior year period. Excluding the impact of foreign exchange, the acquisition, and the disposition, net sales increased $119.7 million, or 32.2%, at the Residential Kitchen Equipment Group. Domestically, the company realized a sales increase of $71.0 million, or 26.9%, to $335.1 million, as compared to $264.1 million in the prior year period. International sales increased $71.2 million, or 58.6%, to $192.7 million, as compared to $121.5 million in the prior year period. This includes an increase of $15.3 million related to the favorable impact of exchange rates. Excluding foreign exchange, an acquisition, and a disposition, the net sales increase in international sales was $48.7 million, or 45.3%. The increase in domestic and international sales reflects the strong demand for our premium appliance brands and strength in the European market.

GROSS PROFIT. Gross profit increased to $879.2 million in the nine months period ended October 2, 2021 from $626.1 million in the prior year period, primarily reflecting higher sales volumes related to improvements in market conditions and consumer demand and the favorable impact of foreign exchanges rates of $14.2 million. The gross margin rate was 35.1% in the nine months period ended September 26, 2020 as compared to 36.9% in the current year period. Gross profit margins have been negatively impacted by rising costs of many raw materials and inputs, as well as higher labor rates and logistics costs.

•Gross profit at the Commercial Foodservice Equipment Group increased by $176.9 million, or 46.8%, to $554.5 million in the nine months period ended October 2, 2021, as compared to $377.6 million in the prior year period. Gross profit from the acquisitions of Deutsche, Wild Goose, United Foodservice Equipment Zhuhai, and Imperial increased gross profit by $18.8 million. Excluding acquisitions, gross profit increased by $158.1 million related to higher sales volumes. The impact of foreign exchange rates increased gross profit by approximately $6.9 million. The gross margin rate increased to 36.9%, as compared to 34.9% in the prior year period. The gross margin rate, excluding acquisitions and the impact of foreign exchange, was 37.0%.

•Gross profit at the Food Processing Equipment Group increased by $15.7 million, or 13.9%, to $128.3 million in the nine months period ended October 2, 2021, as compared to $112.6 million in the prior year period. The impact of foreign exchange rates increased gross profit by approximately $2.3 million. The gross profit margin rate increased to 36.1%, as compared to 35.6% in the prior year period primarily related to higher sales volumes and product mix. The gross margin rate, excluding the impact of foreign exchange, was 35.9%.

•Gross profit at the Residential Kitchen Equipment Group increased by $58.8 million, or 42.8%, to $196.3 million in the nine months period ended October 2, 2021, as compared to $137.5 million in the prior year period. The impact of foreign exchange rates increased gross profit by approximately $5.0 million. The gross margin rate increased to 37.2%, as compared to 35.7% in the prior year period, related to higher sales volumes. The gross margin rate, excluding the acquisition and the impact of foreign exchange, was 37.6%.

Selling, general and administrative expenses reflect increased costs of $19.2 million associated with acquisitions, including $6.5 million of intangible amortization expense. Selling, general and administrative expenses increased $56.0 million related to compensation costs and $28.0 million related to professional fees, including deal expenses. Higher sales volumes also resulted in increased commission expense, which was offset by decreases in bad debt provisions. Foreign exchange rates had an unfavorable impact of $6.9 million.

NON-OPERATING EXPENSES. Interest and deferred financing amortization costs were $43.5 million in the nine months period ended October 2, 2021, as compared to $55.9 million in the prior year period, reflecting the reduction in borrowing levels, the reduction in the average interest rates under the Credit Facility and the benefit from the Convertible Notes. Net periodic pension benefit (other than service costs) increased $4.3 million to $34.3 million in the nine months period ended October 2, 2021 from $30.0 million in the prior year period, related to the decrease in discount rate used to calculate the interest cost. Other income was $1.4 million in the nine months period ended October 2, 2021, as compared to other expense of $3.4 million in the prior year period and consists mainly of foreign exchange gains and losses.

INCOME TAXES. A tax provision of $97.7 million, at an effective rate of 20.2%, was recorded during the nine months period ended October 2, 2021, as compared to $46.5 million at an effective rate of 23.0%, in the prior year period. The ~~effective tax rates~~lower rate in ~~2020 and 2019 are higher than~~ the ~~federal tax rate of 21%~~current year is primarily due to several discrete tax benefits, including a deferred tax benefit for the enacted UK tax rate change from 19% to 25% and tax benefits from amended U.S. tax returns, partially offset by a tax charge for state ~~taxes.~~deferred tax rate changes.

During the ~~three~~nine months ended ~~April 3,~~October 2, 2021, cash and cash equivalents ~~increased~~decreased by ~~$41.2~~$16.6 million to ~~$309.3~~$251.5 million from $268.1 million at January 2, 2021. Total debt increased to ~~$1.8~~$1.9 billion at ~~April 3,~~October 2, 2021 from $1.7 billion at January 2, 2021 primarily due to the adoption of ASU 2020-06 as discussed in Note 4, Recently Issued Accounting Standards, in the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

During ~~three~~the nine months period ended ~~April 3,~~October 2, 2021, ~~net~~working capital changes meaningfully impacted operating cash ~~provided by changes in assets and liabilities amounted to $57.1 million. The changes~~flows. These included an increase in accounts receivable of ~~$66.7~~$97.4 million due to improved market conditions and increased sales volumes. ~~Inventory~~Also, inventory increased ~~$33.3~~$134.5 million and accounts payable increased ~~$31.7~~$61.3 million to support increased demand and to manage supply chain risks. Changes also included a $27.4 million decrease in prepaid expenses and other assets and $16.2 million decrease in accrued expenses and other non-current liabilities including impacts from the sale of assets held for sale for a non-core business within the Residential Kitchen Equipment Group.

INVESTING ACTIVITIES. During the ~~three~~nine months ended ~~April 3,~~October 2, 2021, net cash used for investing activities amounted to ~~$7.0~~$412.7 million. ~~This included $8.7~~Cash used to fund acquisitions and investments amounted to $389.0 million primarily for the 2021 acquisitions of Novy and Imperial during the nine months ended October 2, 2021. Additionally, $29.7 million was expended, primarily ~~associated with~~for additions and upgrades of production equipment, manufacturing facilities and residential and commercial ~~showrooms, and was partially offset by $3.4 million proceeds~~showrooms. Proceeds on the sale of property following facility consolidation ~~actions.~~actions generated $6.1 million

FINANCING ACTIVITIES. Net cash flows ~~used~~provided by financing activities were ~~$8.3~~$54.4 million during the ~~three~~nine months ended ~~April 3,~~October 2, 2021. The company’s borrowing activities during the ~~three~~nine months ended ~~April 3,~~October 2, 2021 included ~~$4.7~~$64.4 million of net ~~repayments~~proceeds under its Credit ~~Facility and $1.8 million of net repayments under its foreign banking facilities.~~Facility. The company used ~~$1.8~~$2.5 million to repurchase ~~10,473~~14,652 shares of Middleby common stock that were surrendered to the company by employees in lieu of cash payment for withholding taxes related to restricted stock vesting during the quarter. Additionally, the company settled deferred purchase price obligations of $5.9 million during the nine months ended October 2, 2021.

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 other intangibles, pensions benefits, and income taxes, as discussed in the company's Annual Report on Form 10-K for the year ended January 2, 2021 (the “2020 Annual Report on Form 10-K”) other than those described below.


Twelve Month Period coinciding with the end of the company's Fiscal First 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

2022	2022	$	21,093	2022	$	21,553
2023	2023	19,163		2023	19,051
2024	2024	19,042		2024	19,056
2025	2025	1,030,340		2025	1,827,627
2026 and thereafter	2026 and thereafter	732,495		2026 and thereafter	288
		$	1,822,133		$	1,887,575

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 one-month LIBOR for fixed rates. 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 ~~April 3,~~October 2, 2021, the fair value of these instruments was a liability of ~~$34.4~~$29.3 million. The change in fair value of these swap agreements in the first ~~three~~nine months of 2021 was a gain of ~~$12.4~~$16.2 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.

In August 2020, the company issued $747.5 million aggregate principal amount of Convertible Notes in a private offering pursuant to the Indenture. The company does not have economic interest rate exposure as the Convertible Notes have a fixed annual rate of 1.00%. 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 ~~$0.7~~$3.4 million at the end of the ~~first~~third quarter of 2021.

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 ~~April 3,~~October 2, 2021, 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.

The completion of the Merger is subject to several of customary conditions to closing and there can be no assurance that such conditions to closing that remain outstanding will be satisfied or waived (to the extent permitted by law). The failure to timely satisfy the required conditions could delay the completion of the Merger for a significant period of time or prevent the completion of the Merger from occurring at all. These conditions to closing include, among others, (i) approval of the issuance of Middleby Common Stock in connection with the Merger by the Middleby stockholders, (ii) approval for listing of the Middleby Common Stock to be issued in connection with the Merger on NASDAQ, (iii) the effectiveness of a registration statement on Form S-4 with respect to the Middleby Common Stock to be issued in connection with the Merger, (iv) approval and adoption of the Merger Agreement by Welbilt’s stockholders, (v) expiration or termination of any waiting period under the HSR Act, and receipt of applicable approvals under certain foreign competition, antitrust or merger control laws, (vi) there being no law or order prohibiting consummation of the Merger, (vii) subject to specified materiality standards, the accuracy of the representations and warranties of the parties, (viii) compliance by the parties in all material respects with their respective covenants, (ix) the absence of a material adverse effect with respect to each of Middleby and Welbilt, and (x) the delivery of an officer’s closing certificate by both parties.

Many of the conditions to completion of the Merger are not within Middleby’s control, and Middleby cannot predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to April 20, 2022 (subject to extension if certain approvals have not been obtained by such date), it is possible that the Merger Agreement may be terminated. Although Welbilt and Middleby have agreed in the Merger Agreement to use reasonable best efforts to, subject to certain limitations, complete the Merger as promptly as practicable, these and other conditions to the completion of the Merger may fail to be satisfied. In addition, satisfying the conditions to and completion of the Merger may take longer, and could cost more, than Middleby expects. Middleby cannot predict whether and when these other conditions will be satisfied. Furthermore, the requirements for obtaining the required clearances and approvals could delay the completion of the Merger for a significant period of time or prevent them from occurring. Any delay in completing the Merger may adversely affect the cost savings and other benefits that Welbilt and Middleby expect to achieve if the Merger and the integration of the companies’ respective businesses are not completed within the expected timeframe. There can be no assurance that all required regulatory approvals will be obtained or obtained prior to the termination date. The governmental agencies from which the parties have sought or are seeking certain approvals in connection with the Merger have broad discretion in administering applicable governing regulations, and may impose requirements, limitations or costs, require divestitures or place restrictions on the conduct of the combined company’s business after the closing. Such requirements, limitations, costs, divestitures or restrictions could delay or prevent the consummation of the Merger or have a material adverse effect on the combined company’s business and results of operations.

The Merger Agreement subjects Middleby to restrictions on its business activities prior to the Effective Time. The Merger Agreement obligates Middleby to generally conduct its businesses in the ordinary course until the Effective Time and to use its reasonable best efforts to (i) preserve its assets and business organization, (ii) maintain its existing relationships and goodwill with material customers, suppliers, distributors, governmental authorities and business partners, and (iii) to keep available the services of its officers and key employees. These restrictions could prevent Middleby from pursuing certain business opportunities that arise prior to the Effective Time.

Under the Merger Agreement, Middleby is subject to certain restrictions on its ability to solicit alternative business combination proposals from third parties, engage in discussion or negotiations with respect to such proposals or provide information in connection with such proposals, subject to certain customary exceptions. Middleby may terminate the Merger Agreement and enter into an agreement providing for a superior proposal only if specified conditions have been satisfied, and such a termination would result in Middleby being required to pay Welbilt the Middleby Termination Fee. If the Merger Agreement is terminated and Middleby determines to seek another business combination, Middleby may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Merger. While Middleby believes these provisions and agreements are reasonable and customary and are not preclusive of other offers, these provisions could discourage a third party that may have an interest in acquiring all or a significant part of Middleby from considering or proposing such acquisition, even if such third party were prepared to pay consideration with a higher value than the merger consideration. These provisions might also result in a potential third party acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.

Welbilt may in certain circumstances terminate the Merger Agreement to enter into an agreement providing for a superior proposal prior to obtaining approval and adoption of the Merger Agreement by the Welbilt stockholders. In such event, Welbilt would be obligated to pay Middleby a termination fee equal to $110 million, but Welbilt would have no further material obligations or liabilities to Middleby relating to or arising out of the Merger Agreement or the Merger. Such termination would deny Middleby and its stockholders any benefits from the Merger and could materially and negatively impact Middleby’s share price.

Upon completion of the Merger, Welbilt stockholders will be entitled to receive 0.1240 shares of Middleby Common Stock in exchange for each outstanding and issued share of Welbilt Common Stock. Because this exchange ratio is fixed and will only be adjusted in certain limited circumstances (including reclassifications, stock splits or combinations, exchanges or readjustments of shares, or stock dividends, recapitalization or similar transactions involving Welbilt or Middleby), any changes in the market value of shares of Middleby Common Stock or Welbilt Common Stock may affect the value that Welbilt stockholders will be entitled to receive upon completion of the Merger. Share price changes may result from a variety of factors, including changes in the business, operations or prospects of Middleby or Welbilt, market assessments of the likelihood that the Merger will be completed, the timing of the Merger, regulatory considerations, general market and economic conditions and other factors.

Uncertainty about the effect of the Merger on Middleby’s employees, customers, distributors, suppliers, vendors and other business partners may have an adverse effect on Middleby. These uncertainties may impair the company’s ability to attract, retain and motivate key personnel until the Merger is consummated and for a period thereafter. If, despite its retention efforts, key employees of Middleby depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company, the combined company’s (or, if the Merger is not consummated, Middleby’s) business could be harmed and its ability to realize the anticipated benefits of the Merger could be adversely affected.

Parties with which Middleby does business may experience uncertainty associated with the Merger, including with respect to current or future business relationships with Middleby. Middleby’s business relationships may be subject to disruption as customers and suppliers may attempt to negotiate changes in existing business relationships or consider entering into business relationships with other parties. These disruptions could have an adverse effect on the business, financial condition, results of operations or prospects of Middleby, including an adverse effect on the anticipated benefits of the Merger. The risk and adverse effect of such disruptions could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement.

Welbilt and Middleby entered into the Merger Agreement with the expectation that the Merger will result in various benefits. Achieving the anticipated benefits of the Merger is subject to several uncertainties, including whether the businesses of Middleby and Welbilt can be integrated in an efficient and effective manner. Failure to achieve these anticipated benefits could result in increased costs or decreases in the amount of expected revenues and could adversely affect the combined company’s future business, financial condition, operating results and cash flows.

It is possible that the integration process could take longer than anticipated, could give rise to unanticipated costs and could result in the loss of valuable employees, the disruption of each of Welbilt’s and Middleby’s ongoing businesses, processes and systems or inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements, any of which could adversely affect the combined company’s ability to achieve the anticipated benefits of the Merger. The combined company’s results of operations could also be adversely affected by any issues attributable to either company’s operations that arise or are based on events or actions that occur prior to the completion of the Merger. Welbilt and Middleby may have difficulty addressing possible differences in corporate cultures and management philosophies. The integration process is subject to several uncertainties, and no assurance can be given that the anticipated benefits will be realized or, if realized, the timing of their realization.

Although, currently, Middleby is not aware of any legal proceedings having been brought against Welbilt or Middleby in connection with the Merger, securities class action lawsuits, derivative lawsuits and other legal proceedings are often brought against public companies that have entered into merger agreements. Even if such legal proceedings are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Welbilt’s and Middleby’s respective liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, such injunction may delay or prevent the Merger from being completed, or from being completed within the expected timeframe, which may adversely affect Middleby’s business, financial position and results of operation.

Upon completion of the Merger, Welbilt stockholders will no longer be stockholders of Welbilt but will instead become holders of Middleby Common Stock. The businesses of Middleby differ from those of Welbilt in important respects, and, accordingly, the results of operations of Middleby after the Merger, as well as the market price of the Middleby Common Stock, may be affected by factors different from those currently affecting the results of operations of Welbilt. In addition, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, Middleby Common Stock, regardless of Middleby’s actual operating performance.


	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)
~~January 3,~~July 4, 2021 to ~~January 30,~~July 31, 2021	—	$	—	—	1,476,835
~~January 31,~~August 1, 2021 to ~~February 27,~~August 28, 2021	—	—		—	1,476,835
~~February 28,~~August 29, 2021 to ~~April 3,~~October 2, 2021	—	—		—	1,476,835
Quarter ended ~~April 3,~~October 2, 2021	—	$	—	—	1,476,835

(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. As of ~~April 3,~~October 2, 2021, the total number of shares authorized for repurchase under the program is 2,500,000. As of ~~April 3,~~October 2, 2021, 1,023,165 shares had been purchased under the 2017 stock repurchase program.

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


	~~Three~~Nine Months Ended
	~~Apr 3,~~Oct 2, 2021
Balance as of January 2, 2021	$	69,667
Warranty reserve related to acquisitions	1,836
Warranty expense	~~20,881~~54,164
Warranty claims	~~(15,454)~~(43,959)
Balance as of ~~April 3,~~October 2, 2021	$	~~75,094~~81,708


	Apr 3, 2021				Jan 2, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value
Total debt excluding convertible senior notes	$	1,090,045	$	1,090,045	$	1,096,749	$	1,096,749


☒			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


	Preliminary Opening Balance Sheet
Cash	$	16,152

Current assets	23,762
Property, plant and equipment	17,058
Goodwill	142,741
Other intangibles	126,557

Other assets	26

Current liabilities	(23,440)

Long-term deferred tax liability	(33,918)
Other non-current liabilities	(1,930)






Net assets acquired and liabilities assumed	$	267,008


	~~Three Months Ended~~
	~~Apr 3, 2021~~
~~Contractual interest expense~~	$	~~1,890~~
~~Interest cost related to amortization of issuance costs~~	~~883~~
~~Total interest expense~~	$	~~2,773~~


	Condensed Consolidated Balance Sheet Presentation	Apr 3, 2021		Jan 2, 2021
Fair value	Other assets	$	3,014	$	0
Fair value	Accrued expenses	$	10,672	$	14,075
Fair value	Other non-current liabilities	$	26,696	$	37,018


Exhibits:

Exhibit ~~2.1~~10.1 –			~~Agreement~~Eighth Amended and ~~Plan of Merger,~~Restated Credit Agreement, dated as of ~~April 20,~~October 21, 2021, ~~by and~~ among Middleby Marshall Inc., The Middleby Corporation, ~~Welbilt, Inc.~~the Subsidiary Borrowers named therein, the lenders named therein and Bank of America, N.A., ~~Middleby Marshall Inc. and Mosaic Merger Sub, Inc.,~~as administrative agent for the lenders, incorporated by reference to the ~~company's Form 8-K Exhibit~~ 2 ~~.1 filed on April 21, 2021.~~

~~Exhibit 10.1 –~~			~~Voting and Support Agreement, dated as of April 20, 2021, by and among The Middleby Corporation and the Welbilt Significant Stockholders named therein, incorporated by reference to the company's~~company Form 8-K Exhibit 10.1 filed on ~~April~~October 21, 2021.

~~Exhibit 10.2 –~~			~~Form of Restricted Stock Unit Award Agreement for Non-Employee Directors for The Middleby Corporation 2011 Long-Term Incentive Plan.~~

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 ~~April 3,~~October 2, 2021, filed on ~~May 13,~~November 10, 2021, 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).