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Middleby (NASDAQ: MIDD) posts pro forma results after Midera spin-off

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Rhea-AI Filing Summary

The Middleby Corporation has filed an amended report providing unaudited pro forma financial statements reflecting the completed spin-off of its food processing business, Midera Food Processing, Inc. On July 6, 2026, Middleby distributed 100% of Midera’s common stock to its shareholders, with each holder receiving one Midera share for every Middleby share held as of June 26, 2026. Midera now trades independently on Nasdaq under the symbol MFP. The amendment adds pro forma balance sheet and earnings data showing Middleby’s results from continuing operations after the spin-off, including the reclassification of the Food Processing business as discontinued operations and the impact of a $233.0 million cash distribution from a Midera subsidiary used to reduce Middleby’s long-term debt, along with an estimated $40.3 million of additional transaction costs.

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Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Cash distribution from Midera subsidiary $233.0 million Distribution by Alkar Holdings Inc. to Middleby in connection with spin-off
Additional spin-off transaction costs $40.3 million Estimated professional service fees expected within 12 months after April 4, 2026
Pro forma net earnings from continuing operations $70,694 thousand Three months ended April 4, 2026, after Midera spin-off
Pro forma net earnings from continuing operations $288,549 thousand Fiscal year ended January 3, 2026, after Midera spin-off
Pro forma net sales $2,356,144 thousand Fiscal year ended January 3, 2026, continuing operations only
Pro forma long-term debt balance $1,570,489 thousand Long-term debt after $233.0 million repayment adjustment as of April 4, 2026
Pro forma total assets $4,043,435 thousand Balance sheet as of April 4, 2026, after Midera spin-off adjustments
Pro forma total stockholders' equity $1,577,319 thousand Balance sheet as of April 4, 2026, after spin-off and transaction adjustments
Spin-off financial
"completed separation of its food processing business, Midera Food Processing, Inc. (“Midera”), into a new, publicly traded company (the “Spin-off”)"
A spin-off happens when a company creates a new, independent business by separating part of itself, like splitting off a division into its own company. This often happens so the new company can focus better on its own goals or attract different investors. It matters because it can lead to more growth opportunities and clearer focus for both companies.
discontinued operations financial
"Food Processing business as discontinued operations in accordance with ASC 205, Presentation of Financial Statements"
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
transition services agreement financial
"the company entered into a transition services agreement (“TSA”). Under the terms of the TSA, the company and Midera will each provide specified services"
A transition services agreement is a formal arrangement where one company continues to provide essential services—such as IT, human resources, or accounting—to another company after a business deal or change in ownership. It acts like a temporary bridge, ensuring smooth operations during a transition period. For investors, it provides clarity on how long support will last and helps assess potential costs and stability during the change.
Article 11 of Regulation S-X regulatory
"prepared in accordance with Article 11 of the Securities and Exchange Commission’s Regulation S-X, as amended"
Senior Secured Revolving Credit Facility financial
"funded primarily by borrowings (by Alkar Holdings Inc.) under Midera’s Senior Secured Revolving Credit Facility"
A senior secured revolving credit facility is a multi‑use bank lending line that a company can draw, repay and redraw as needed, backed by specific assets and ranked first in repayment order if the company defaults. Think of it like a collateralized credit card that gives flexible short‑term cash while lenders hold priority to recover their money; investors watch it because it affects a company’s liquidity, borrowing cost, and who gets paid first in financial distress.
ASC 205, Presentation of Financial Statements financial
"qualify as discontinued operations in accordance with ASC 205, Presentation of Financial Statements"
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FAQ

What spin-off did The Middleby Corporation (MIDD) complete?
The Middleby Corporation completed the spin-off of its food processing business, Midera Food Processing, Inc., on July 6, 2026. Shareholders received Midera stock in a distribution, separating Midera as an independent public company.

How did MIDD shareholders receive shares of Midera Food Processing?
Middleby shareholders received one share of Midera common stock for every one share of Middleby common stock held at 4:00 p.m. Central Time on June 26, 2026. This pro rata distribution transferred 100% of Midera’s equity to Middleby investors.

When did Midera Food Processing stock begin trading and under what symbol?
Midera Food Processing common stock began trading on The Nasdaq Stock Market LLC on July 7, 2026. It trades under the symbol MFP, reflecting its new status as an independent public company separate from Middleby.

What is the purpose of Middleby’s unaudited pro forma financial statements?
The unaudited pro forma financial statements illustrate the estimated effects of the Midera spin-off on Middleby’s results. They show Middleby’s continuing operations, with the former Food Processing business reflected as discontinued operations for comparative historical periods.

How much cash did Middleby receive in connection with the Midera spin-off?
A Midera subsidiary, Alkar Holdings Inc., is expected to distribute $233.0 million in cash to Middleby. This distribution, funded primarily by borrowings under Midera’s senior secured revolving credit facility, is expected to be used to repay a portion of Middleby’s long-term debt.

What additional transaction costs does Middleby expect from the spin-off?
Middleby expects additional transaction costs of $40.3 million related to the spin-off. These costs, primarily professional service fees, are anticipated to be incurred and paid within 12 months and will be classified within discontinued operations when recognized.

How will Middleby’s historical Food Processing results be shown after the spin-off?
Beginning in the third quarter of 2026, Middleby’s historical Food Processing results will be reported as discontinued operations. The pro forma statements also apply this presentation to prior annual periods, aligning with ASC 205 guidance on discontinued operations.
0000769520truePro forma information00007695202026-07-052026-07-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 8-K/A
_____________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 5, 2026
_____________________________
THE MIDDLEBY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
_____________________________
Delaware001-997336-3352497
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)
1400 Toastmaster Drive,Elgin,Illinois60120
(Address of principal executive offices)(Zip Code)
(847)741-3300
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
_____________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common StockMIDDNasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Explanatory Note
As previously announced, on July 6, 2026, The Middleby Corporation (the “company”) completed separation of its food processing business, Midera Food Processing, Inc. (“Midera”), into a new, publicly traded company (the “Spin-off”). The Spin-off was achieved through the distribution by the company of 100% of the issued and outstanding shares of Midera common stock on a pro rata basis to the holders of the company’s common stock. Each company stockholder received one share of Midera common stock for every one share of company common stock held of record as of 4:00 p.m., Central Time, on June 26, 2026. Midera is now an independent public company, and Midera common stock commenced trading “regular way” under the symbol “MFP” on The Nasdaq Stock Market LLC on July 7, 2026, the next trading day following the date of the distribution.
In this Amendment No. 1 the company amends the Current Report on Form 8-K filed by the company with the Securities and Exchange Commission on July 6, 2026 (the “Original Form 8-K”) that reported the completion of the Spin-off. The Original Form 8-K did not include the unaudited pro forma financial information of the company reflecting the performance of the company’s business after giving effect to the Spin-off. This Amendment No. 1 to the Original Form 8-K is being filed to include such pro forma financial information attached as Exhibit 99.1 under Item 9.01(b) of this Amendment No. 1 to the Original Form 8-K.
Unaudited pro forma financial information included in this Amendment No. 1 to the Original Form 8-K has been presented to illustrate the estimated effects of the Spin-off and is not necessarily indicative of the results of operations that the company would have achieved had the Spin-off been completed as of the dates indicated or of the results that may be obtained in the future.
Item 9.01Financial Statements and Exhibits.
(b)Pro Forma Financial Information.
The following unaudited pro forma financial information of the company is filed as Exhibit 99.1 to this Amendment No. 1 to the Original Form 8-K and is incorporated herein by reference:
•Unaudited Pro Forma Condensed Consolidated Balance Sheet as of April 4, 2026.
•Unaudited Pro Forma Condensed Consolidated Statements of Earnings for the three months ended April 4, 2026 and each of the fiscal years ended January 3, 2026, December 28, 2024 and December 30, 2023.
•Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
(d)Exhibits.
Exhibit No.Description
99.1
The Middleby Corporation Unaudited Pro Forma Condensed Consolidated Financial Statements
104Cover Page Interactive Data File (formatted as Inline XBRL)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE MIDDLEBY CORPORATION
Date: July 9, 2026By:/s/ Brittany C. Cerwin
Brittany C. Cerwin
Chief Financial Officer



Exhibit 99.1
THE MIDDLEBY CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Overview
On July 6, 2026, The Middleby Corporation (the “company”) completed separation of its food processing business, Midera Food Processing, Inc. (“Midera”), into a new, publicly traded company (the “Spin-off”). The Spin-off was achieved through the distribution by the company of 100% of the issued and outstanding shares of Midera common stock on a pro rata basis to the holders of the company’s common stock. Each company stockholder received one share of Midera common stock for every one share of company common stock held of record as of 4:00 p.m., Central Time, on June 26, 2026. Midera is now an independent public company, and Midera common stock commenced trading “regular way” under the symbol “MFP” on The Nasdaq Stock Market LLC on July 7, 2026, the next trading day following the date of the distribution.
In connection with the Spin-off, the company entered into a transition services agreement (“TSA”). Under the terms of the TSA, the company and Midera will each provide specified services, including information technology, payroll and benefits, accounting, finance, compliance and administrative activities, to the other on a transitional basis to help ensure an orderly transition following the Spin-off.
After the Spin-off, the company will no longer consolidate Midera into its financial results. Beginning in the third quarter of 2026, the historical financial results of the Food Processing business for periods prior to the Spin-off will be reflected in the company’s consolidated financial statements as discontinued operations.
Basis of Presentation
The unaudited pro forma condensed consolidated financial statements of the company are intended to illustrate the estimated effects of the Spin-off and have been derived from the historical consolidated financial statements of the company. The assumptions and adjustments are set forth in the accompanying notes.
The unaudited pro forma condensed consolidated balance sheet as of April 4, 2026 is presented as if the Spin-off had occurred on April 4, 2026. The unaudited pro forma condensed consolidated statements of earnings for the three months ended April 4, 2026, and the fiscal year ended January 3, 2026, are presented as if the Spin-off had occurred on December 29, 2024, the first day of the company’s most recently completed fiscal year. The unaudited pro forma condensed consolidated statements of earnings for the fiscal years ended December 28, 2024 and December 30, 2023 are also presented to reflect the Food Processing business as discontinued operations in accordance with ASC 205, Presentation of Financial Statements, for all annual periods presented in the company’s most recent Annual Report on Form 10-K. The unaudited pro forma condensed consolidated statements of earnings are only presented through net earnings from continuing operations.
The unaudited pro forma condensed consolidated financial statements were prepared in accordance with Article 11 of the Securities and Exchange Commission’s Regulation S-X, as amended, and have been prepared based upon the best available information and management estimates and is subject to assumptions described in the accompanying notes. They are not intended to be a complete presentation of the company’s financial position or results of operations had the Spin-off occurred as of and for the periods indicated. In addition, the unaudited pro forma condensed consolidated financial statements are provided for illustrative and informational purposes only, and are not necessarily indicative of the company’s future results of operations or financial condition had the Spin-off been completed on the dates assumed. Management believes these assumptions and estimates are reasonable, given the information available as of the filing date.
The unaudited pro forma condensed consolidated financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements, accompanying notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2026 and the unaudited condensed consolidated financial statements, accompanying notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the company’s Quarterly Report on Form 10-Q for the three months ended April 4, 2026.
1

THE MIDDLEBY CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF APRIL 4, 2026
(amounts in thousands)
As ReportedMidera Spin-off (A)Transaction Accounting AdjustmentsPro Forma
ASSETS
Current assets:  
Cash and cash equivalents$177,065 $(57,892)$— $119,173 
Accounts receivable, net608,028 (208,354)537 (B)400,211 
Inventories, net728,388 (203,430)— 524,958 
Prepaid expenses and other97,786 (60,457)— 37,329 
Prepaid taxes25,707 (324)— 25,383 
Current assets held for sale - discontinued operations10,865 — — 10,865 
Total current assets1,647,839 (530,457)537 1,117,919 
Property, plant and equipment, net424,961 (159,470)— 265,491 
Goodwill1,794,037 (498,701)— 1,295,336 
Other intangibles, net1,044,998 (169,019)— 875,979 
Long-term deferred tax assets7,390 (1,182)4,419 (G)10,627 
Pension benefits assets107,799 — — 107,799 
Equity method investment155,293 — — 155,293 
Note receivable84,186 — — 84,186 
Other assets155,484 (24,679)— 130,805 
Total assets$5,421,987 $(1,383,508)$4,956 $4,043,435 
LIABILITIES AND STOCKHOLDERS' EQUITY 
Current liabilities: 
Current maturities of long-term debt$44,154 $(3,741)$— $40,413 
Accounts payable215,386 (69,081)988 (B)147,293 
Accrued expenses571,051 (217,413)40,300 (C)393,938 
Current liabilities held for sale - discontinued operations8,199 — — 8,199 
Total current liabilities838,790 (290,235)41,288 589,843 
Long-term debt1,829,866 (26,377)(233,000)(D)1,570,489 
Long-term deferred tax liability195,323 (36,614)— 158,709 
Accrued pension benefits7,467 — — 7,467 
Other non-current liabilities175,610 (36,002)— 139,608 
Stockholders' equity:
Preferred stock— — — — 
Common stock153 — — 153 
Paid-in capital611,017 — — 611,017 
Treasury stock, at cost(2,110,057)— — (2,110,057)
Retained earnings4,000,383 (1,027,598)196,668 (E)3,169,453 
Accumulated other comprehensive loss(126,565)33,318 — (93,247)
Total stockholders' equity2,374,931 (994,280)196,668 1,577,319 
Total liabilities and stockholders' equity$5,421,987 $(1,383,508)$4,956 $4,043,435 
See accompanying notes to these Unaudited Pro Forma Condensed Consolidated Financial Statements.
2

THE MIDDLEBY CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE THREE MONTHS ENDED APRIL 4, 2026
(amounts in thousands, except per share data)
As ReportedMidera Spin-off (A)Transaction Accounting AdjustmentsPro Forma
Net sales$839,908 $(224,372)$1,314 (B)$616,850 
Cost of sales516,718 (146,964)1,438 (B)371,192 
Gross profit323,190 (77,408)(124)245,658 
Selling, general and administrative expenses188,297 (54,780)— 133,517 
Restructuring expenses1,539 57 — 1,596 
Income from continuing operations133,354 (22,685)(124)110,545 
Interest expense and deferred financing amortization, net25,480 (59)(2,929)(D)22,492 
Net periodic pension benefit(2,429)— — (2,429)
Other income, net(2,621)678 60 (F)(1,883)
Earnings from continuing operations before income taxes112,924 (23,304)2,745 92,365 
Provision for income taxes27,640 (6,669)700 (G)21,671 
Net earnings from continuing operations$85,284 $(16,635)$2,045 $70,694 
Net earnings per share from continuing operations:
Basic$1.81 $1.50 
Diluted1.81 1.50 
Weighted average number of shares
Basic47,232 47,232 
Diluted47,243 47,243 
See accompanying notes to these Unaudited Pro Forma Condensed Consolidated Financial Statements.
3

THE MIDDLEBY CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE FISCAL YEAR ENDED JANUARY 3, 2026
(amounts in thousands, except per share data)
As ReportedMidera Spin-off (A)Transaction Accounting AdjustmentsPro Forma
Net sales$3,201,202 $(850,155)$5,097 (B)$2,356,144 
Cost of sales1,949,287 (541,281)5,676 (B)1,413,682 
Gross profit1,251,915 (308,874)(579)942,462 
Selling, general and administrative expenses663,156 (187,717)— 475,439 
Restructuring expenses3,270 (519)— 2,751 
Impairments10,598 (1,300)— 9,298 
Income from continuing operations574,891 (119,338)(579)454,974 
Interest expense and deferred financing amortization, net93,828 (103)(13,093)(D)80,632 
Net periodic pension benefit(6,294)— — (6,294)
Other expense, net5,082 8,343 (430)(F)12,995 
Earnings from continuing operations before income taxes482,275 (127,578)12,944 367,641 
Provision for income taxes115,008 (39,246)3,330 (G)79,092 
Net earnings from continuing operations$367,267 $(88,332)$9,614 $288,549 
Net earnings per share from continuing operations:
Basic$7.11 $5.59 
Diluted7.04 5.53 
Weighted average number of shares
Basic51,655 51,655 
Diluted52,179 52,179 
See accompanying notes to these Unaudited Pro Forma Condensed Consolidated Financial Statements.
4

THE MIDDLEBY CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE FISCAL YEAR ENDED DECEMBER 28, 2024
(amounts in thousands, except per share data)
As ReportedMidera Spin-off (A)Pro Forma
Net sales$3,150,239 $(769,855)$2,380,384 
Cost of sales1,898,420 (464,424)1,433,996 
Gross profit1,251,819 (305,431)946,388 
Selling, general and administrative expenses590,115 (131,773)458,342 
Restructuring expenses8,245 (2,619)5,626 
Impairments10,475 — 10,475 
Gain on sale of plant(1,139)1,139 — 
Income from continuing operations644,123 (172,178)471,945 
Interest expense and deferred financing amortization, net93,356 (95)93,261 
Net periodic pension benefit(14,872)— (14,872)
Other (income)/expense, net(458)598 140 
Earnings from continuing operations before income taxes566,097 (172,681)393,416 
Provision for income taxes145,119 (45,907)99,212 
Net earnings from continuing operations$420,978 $(126,774)$294,204 
Net earnings per share from continuing operations:
Basic$7.83 $5.47 
Diluted7.77 5.43 
Weighted average number of shares
Basic53,738 53,738 
Diluted54,209 54,209 
See accompanying notes to these Unaudited Pro Forma Condensed Consolidated Financial Statements.
5

THE MIDDLEBY CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE FISCAL YEAR ENDED DECEMBER 30, 2023
(amounts in thousands, except per share data)
As ReportedMidera Spin-off (A)Pro Forma
Net sales$3,242,090 $(756,773)$2,485,317 
Cost of sales1,958,012 (468,474)1,489,538 
Gross profit1,284,078 (288,299)995,779 
Selling, general and administrative expenses624,933 (128,866)496,067 
Restructuring expenses4,732 (1,839)2,893 
Impairments1,986 — 1,986 
Income from continuing operations652,427 (157,594)494,833 
Interest expense and deferred financing amortization, net121,129 (372)120,757 
Net periodic pension benefit(9,040)— (9,040)
Other expense, net4,258 8,153 12,411 
Earnings from continuing operations before income taxes536,080 (165,375)370,705 
Provision for income taxes123,076 (44,897)78,179 
Net earnings from continuing operations$413,004 $(120,478)$292,526 
Net earnings per share from continuing operations:
Basic$7.71 $5.46 
Diluted7.64 5.41 
Weighted average number of shares
Basic53,577 53,577 
Diluted54,086 54,086 
See accompanying notes to these Unaudited Pro Forma Condensed Consolidated Financial Statements.
6

THE MIDDLEBY CORPORATION
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Midera Spin-off:
(A)Reflects the company’s current best estimate of the discontinued operations, including assets, liabilities, equity, and results of operations, attributable to Midera that will qualify as discontinued operations in accordance with ASC 205, Presentation of Financial Statements, which were included in the company’s historical consolidated financial statements. Corporate expenses that were not directly associated with Midera have been excluded as such general corporate expenses do not qualify for inclusion in discontinued operations.
These amounts are considered preliminary and could change as the company finalizes discontinued operations accounting to be reported in future filings.
Transaction Accounting Adjustments:
(B)All transactions and balances between the company and Midera were treated as intercompany and eliminated in the company’s historical consolidated financial statements.
The adjustments to net sales on the unaudited pro forma condensed consolidated statements of earnings represent sales from the company to Midera that will continue after the Spin-off.
The adjustments to cost of sales on the unaudited pro forma condensed consolidated statements of earnings represent 1) estimated cost of sales associated with sales from the company to Midera and 2) purchases of finished goods from Midera that will continue after the Spin-off.
The adjustments to accounts receivable, net and accounts payable on the unaudited pro forma condensed consolidated balance sheet represent balances due from or to Midera, respectively, primarily related to the sales and purchase transactions discussed above.
(C)Reflects additional estimated transaction costs of $40.3 million, primarily related to professional service fees, that the company expects to incur subsequent to April 4, 2026 to complete the Spin-off. These costs are expected to be incurred and paid within 12 months of the Spin-off. These additional costs have not been adjusted for on the unaudited pro forma condensed consolidated statements of earnings as they will be classified within discontinued operations once incurred.
(D)Reflects a cash distribution by Alkar Holdings Inc., which will be a wholly owned subsidiary of Midera, to the company in the amount of $233.0 million in connection with the Spin-off, funded primarily by borrowings (by Alkar Holdings Inc.) under Midera’s Senior Secured Revolving Credit Facility. The company expects to use these cash proceeds to repay a portion of its outstanding long-term debt. The unaudited pro forma condensed consolidated statements of earnings adjustments represent the reduction of interest expense to give effect to the anticipated repayment of debt.
(E)Reflects the effect on retained earnings of the balance sheet adjustments described in notes (B), (C) and (D) above.
(F)Reflects estimated flat-fee expense/(income) associated with the TSA.
(G)The adjustments to the provision for income taxes on the unaudited pro forma condensed consolidated statements of earnings represent the estimated income tax impact of the statement of earnings adjustments described in notes (B), (D) and (F) above, at effective rates of 25.5% for the three months ended April 4, 2026 and 25.7% for the fiscal year ended January 3, 2026. The effective rates were higher than the U.S. statutory tax rate of 21.0% primarily due to state taxes and foreign rate differentials.
The adjustment to long-term deferred tax assets on the unaudited pro forma condensed consolidated balance sheet represents the estimated income tax impact of the balance sheet adjustment described in note (C) above.

7

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