Informational Notes

This report contains forward-looking statements subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. The company cautions readers that these projections are based upon future results or events and are highly dependent upon a variety of important factors which could cause such results or events to differ materially from any forward-looking statements which may be deemed to have been made in this report, or which are otherwise made by or on behalf of the company. Such factors include, but are not limited to, volatility in earnings resulting from goodwill impairment losses which may occur irregularly and in varying amounts; variability in financing costs; 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 Securities and Exchange Commission filings, including the company's 2008 Annual Report on Form 10-K and Item 1A of this Form 10-Q.

The economic outlook for 2009 is extremely uncertain at this time, with substantial turmoil in financial markets and unprecedented government intervention around the world. As a global business, the company's operating results are impacted by the health of the North American, European, Asian and Latin American economies. While the response by governments and central banks around the world may restore global liquidity, the depth and duration of economic decline and the timing and strength of the recovery are very uncertain.

                               Net Sales Summary
                             (dollars in thousands)

                                                     Three Months Ended
                                           Apr. 4, 2009              Mar. 29, 2008
                                        Sales       Percent        Sales       Percent

      Business Divisions:
      Commercial Foodservice          $ 163,529         90.1     $ 134,016         83.3
      Food Processing                    12,865          7.1        19,888         12.4
      International Distribution(1)      11,997          6.6        15,793          9.8

      Intercompany sales (2)             (6,845 )       (3.8 )      (8,814 )       (5.5 )
      Total                           $ 181,546        100.0 %   $ 160,883        100.0 %

(1) Consists of sales of products manufactured by Middleby and products manufactured by third parties.

(2) Represents the elimination of sales from the Commercial Foodservice Equipment Group to the International Distribution Division.

Results of Operations

The following table sets forth certain consolidated statements of earnings items
as a percentage of net sales for the periods.

                                                                  Three Months Ended
                                                            Apr 4, 2009       Mar 29, 2008
Net sales                                                          100.0 %            100.0 %
Cost of sales                                                       62.1               63.4
Gross profit                                                        37.9               36.6
Selling, general and administrative expenses                        22.4               20.4
Income from operations                                              15.5               16.2
Net interest expense and deferred financing amortization             1.7                2.3
Other (income) expense, net                                          0.2                0.2
Earnings before income taxes                                        13.6               13.7
Provision for income taxes                                           5.8                5.5
Net earnings                                                         7.8 %              8.2 %

Three Months Ended April 4, 2009 Compared to Three Months Ended March 29, 2008

NET SALES. Net sales for the first quarter of fiscal 2009 were $181.5 million as compared to $160.9 million in the first quarter of 2008.

Net sales at the Commercial Foodservice Equipment Group amounted to $163.5 million in the first quarter of 2009 as compared to $134.0 million in the prior year quarter.

Net sales from the acquisition of TurboChef, which was acquired on January 5, 2009 accounted for an increase of $22.5 million during the first quarter of 2009. Excluding the impact of acquisitions, net sales of commercial foodservice equipment increased $0.4 million.

Net sales for the Food Processing Equipment Group amounted to $12.9 million in the first quarter of 2009 as compared to $19.9 million in the prior year quarter. Net sales of food processing equipment continued to be impacted by the adverse economic conditions.

Net sales at the International Distribution Division decreased by $3.8 million to $12.0 million or 24%, reflecting lower sales in Asia, Europe and Latin America. Sales were affected by adverse economic conditions internationally and reduced store openings by the U.S. chains in the international markets.
.
GROSS PROFIT. Gross profit increased to $68.8 million in the first quarter of 2009 from $58.9 million in the prior year period, reflecting the impact of higher sales volumes. The gross margin rate was 37.9 % in the first quarter of 2009 as compared to 36.6% in the prior year quarter. The net increase in the gross margin rate reflects:

· Improved margins at certain of the newly acquired operating companies which have improved due to acquisition integration initiatives.

· Higher margins associated with new product sales.

· The adverse impact of lower sales volumes.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Combined selling, general, and administrative expenses increased from $32.9 million in the first quarter of 2008 to $40.7 million in the first quarter of 2009. As a percentage of net sales, operating expenses increased from 20.4% in the first quarter of 2008 to 22.4% in the first quarter of 2009. Selling expenses increased from $16.2 million in the first quarter of 2008 to $16.3 million in the first quarter of 2009. Selling expenses reflect increased costs of $3.6 million associated with the acquired operations of Frifri, Giga and TurboChef partially offset by reduced costs of $2.4 million associated with commission expense due to lower sales and lower rates. General and administrative expenses increased from $16.6 million in the first quarter of 2008 to $24.4 million in the first quarter of 2009. General and administrative expenses reflect $4.0 million of costs associated with the acquired operations of Frifri, Giga and TurboChef and $2.3 million associated with the closure and consolidation of a manufacturing facility.

NON-OPERATING EXPENSES. Interest and deferred financing amortization costs decreased to $3.1 million in the first quarter of 2009 as compared to $3.7 million in the first quarter of 2008, due to lower interest rates on increased borrowings resulting from recent acquisitions. Other expense was $0.3 million in the first quarter of 2009, which primarily consisted of foreign exchange losses, as compared to other expense of $0.4 million in the prior year first quarter.

INCOME TAXES. A tax provision of $10.6 million, at an effective rate of 43%, was recorded during the first quarter of 2009, as compared to a $8.7 million provision at a 40% effective rate in the prior year quarter.

Financial Condition and Liquidity

During the three months ended April 4, 2009, cash and cash equivalents increased by $2.7 million to $8.8 million at April 4, 2009 from $6.1 million at January 3, 2009. Net borrowings increased from $234.7 million at January 3, 2009 to $346.1 million at April 4, 2009.

OPERATING ACTIVITIES. Net cash provided by operating activities was $9.9 million for the three month period ended April 4, 2009 compared to $12.6 million for the three-month period ended March 29, 2008.

During the three months ended April 4, 2009, working capital levels changed due to normal business fluctuations, including the impact of increased seasonal working capital needs. The changes in working capital included a $8.7 million increase in accounts receivable, a $5.6 million decrease in inventory, and a $5.6 million increase in accounts payable. Prepaid and other assets decreased $0.5 million. Accrued expenses and other non-current liabilities also decreased by $15.1 million.

INVESTING ACTIVITIES. During the three months ended April 4, 2009, net cash used in investing activities amounted to $117.9 million. This includes cash utilized to complete the acquisition of TurboChef of $116.1 million and $1.9 million of capital expenditures associated with additions and upgrades of production equipment.

FINANCING ACTIVITIES. Net cash flows provided by financing activities were $111.7 million during the three months ended April 4, 2009. The net increase in debt includes $112.3 million in borrowings under the company's $497.5 million revolving credit facility utilized to fund the company's investing activities.

At April 4, 2009, the company was in compliance with all covenants pursuant to its borrowing agreements. Management believes that future cash flows from operating activities and borrowing availability under the revolving credit facility will provide the company with sufficient financial resources to meet its anticipated requirements for working capital, capital expenditures and debt amortization for the foreseeable future.

Recently Issued Accounting Standards

In December 2007, the FAS issued SFAS No. 141R, "Business Combinations". This statement provides companies with principles and requirements on how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree as well as the recognition and measurement of goodwill acquired in a business combination. This statement also requires certain disclosures to enable users of the financial statements to evaluate the nature and financial effects of the business combination. Acquisition costs associated with the business combination will generally be expensed as incurred. This statement is effective for business combinations occurring in fiscal years beginning after December 15, 2008. Early adoption of FASB Statement No. 141R is not permitted. The company adopted this statement on January 5, 2009, including the acquisition of TurboChef.
Accordingly, the company has applied the principles of SFAS No. 141R in valuing this acquisition. Middleby shares of common stock which were issued in conjunction with this transaction, were valued using the share price at the time of closing to determine the value of the purchase price. Additionally, the company incurred approximately $4.6 million in transaction related expenses which were recorded as a deferred acquisition cost reported as an asset on the balance sheet on January 3, 2009. In accordance with SFAS No. 141R, the company has applied a retrospective application and appropriately reflected the expense incurred in 2008 in accordance with FASB Statement No. 154, "Accounting Changes and Error Corrections," on reporting a change in accounting principle.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51". This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest (minority interest) in a subsidiary and for the deconsolidation of a subsidiary. Upon its adoption, effective as of the beginning of the company's 2009 fiscal year, noncontrolling interests will be classified as equity in the company's financial statements and income and comprehensive income attributed to the noncontrolling interest will be included in the company's income and comprehensive income. The provisions of this standard must be applied retrospectively upon adoption. Adoption of SFAS No. 160 did not have a material impact on the company's financial position, results of operations or cash flows.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133." This statement amends SFAS No. 133 to require enhanced disclosures about an entity's derivative and hedging activities. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The company has complied with the disclosure requirements of SFAS No. 161.

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles." This statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States. This statement directs the hierarchy to the entity, rather than the independent auditors, as the entity is responsible for selecting accounting principles for financial statements that are presented in conformity with generally accepted accounting principles. This statement is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to remove the hierarchy of generally accepted accounting principles from the auditing standards. The company does not anticipate that the adoption of SFAS No. 162 will have a material impact on its financial statements.

In December 2008, the FASB issued FASB Staff Position, or FSP, No. 132(R)-1, "Employers' Disclosures about Postretirement Benefit Plan Assets." This FSP amends SFAS 132(R), "Employer's Disclosures about Pensions and Other Postretirement Benefits," to require additional disclosures about assets held in an employer's defined benefit pension or other postretirement plan. This FSP replaces the requirement to disclose the percentage of the fair value of total plan assets for each major category of plan assets, such as equity securities, debt securities, real estate and all other assets, with the fair value of each major asset category as of each annual reporting date for which a financial statement is presented. It also amends SFAS No. 132(R) to require disclosure of the level within the fair value hierarchy in which each major category of plan assets falls, using the guidance in SFAS No. 157, "Fair Value Measurements." This FSP is applicable to employers that are subject to the disclosure requirements of SFAS No. 132(R) and is generally effective for fiscal years ending after December 15, 2009. The company will comply with the disclosure provisions of this FSP after its effective date.

Critical Accounting Policies and Estimates

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 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.

Revenue Recognition: The company recognizes revenue on the sale of its products when risk of loss has passed to the customer, which occurs at the time of shipment, and collectibility is reasonably assured. The sale prices of the products sold are fixed and determinable at the time of shipment. Sales are reported net of sales returns, sales incentives and cash discounts based on prior experience and other quantitative and qualitative factors.

At the Food Processing Equipment Group, the company enters into long-term sales contracts for certain products. Revenue under these long-term sales contracts is recognized using the percentage of completion method prescribed by Statement of Position No. 81-1 due to the length of time to fully manufacture and assemble the equipment. The company measures revenue recognized based on the ratio of actual labor hours incurred in relation to the total estimated labor hours to be incurred related to the contract. Because estimated labor hours to complete a project are based upon forecasts using the best available information, the actual hours may differ from original estimates. The percentage of completion method of accounting for these contracts most accurately reflects the status of these uncompleted contracts in the company's financial statements and most accurately measures the matching of revenues with expenses. At the time a loss on a contract becomes known, the amount of the estimated loss is recognized in the consolidated financial statements.

Property and equipment: Property and equipment are depreciated or amortized on a straight-line basis over their useful lives based on management's estimates of the period over which the assets will be utilized to benefit the operations of the company. The useful lives are estimated based on historical experience with similar assets, taking into account anticipated technological or other changes. The company periodically reviews these lives relative to physical factors, economic factors and industry trends. If there are changes in the planned use of property and equipment or if technological changes were to occur more rapidly than anticipated, the useful lives assigned to these assets may need to be shortened, resulting in the recognition of increased depreciation and amortization expense in future periods.

Long-lived assets: Long-lived assets (including goodwill and other intangibles) are reviewed for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In assessing the recoverability of the company's long-lived assets, the company considers changes in economic conditions and makes assumptions regarding estimated future cash flows and other factors. Estimates of future cash flows are judgments based on the company's experience and knowledge of operations. These estimates can be significantly impacted by many factors including changes in global and local business and economic conditions, operating costs, inflation, competition, and consumer and demographic trends. If the company's estimates or the underlying assumptions change in the future, the company may be required to record impairment charges.

Warranty: 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, claims costs may differ from amounts provided. Adjustments to initial obligations for warranties are made as changes in the obligations become reasonably estimable.

Litigation: 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 reserve requirements 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 adverse effect on its financial condition or results of operations.

Income taxes: The company operates in numerous foreign and domestic taxing jurisdictions where it is subject to various types of tax, including sales tax and income tax. The company's tax filings are subject to audits and adjustments. Because of the nature of the company's operations, the nature of the audit items can be complex, and the objectives of the government auditors can result in a tax on the same transaction or income in more than one state or country. The company initially recognizes the financial statement effects of a tax position when it more likely than not, based on the technical merits, that the position will be sustained upon examination. For tax positions that meet the more-likely-than-not recognition threshold, the company initially and subsequently measures its tax positions as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon effective settlement with the taxing authority. As part of the company's calculation of the provision for taxes, the company has recorded liabilities on various tax positions that are currently under audit by the taxing authorities. The liabilities may change in the future upon effective settlement of the tax positions.

Contractual Obligations

The company's contractual cash payment obligations as of April 4, 2009 are set
forth below (in thousands):

                         Amounts                                                           Total
                     Due Sellers                                          Idle       Contractual
                            From      Long-term       Operating       Facility              Cash
                    Acquisitions           Debt          Leases         Leases       Obligations

Less than 1 year   $       1,497     $    5,628     $     3,844     $      384     $      11,353
1-3 years                  1,597            406           5,178            861             8,042
3-5 years                      -        339,006           1,323            880           341,209
After 5 years                  -          1,049               -            621             1,670

                   $       3,094     $  346,089     $    10,345     $    2,746     $     362,274

The company has an obligation to make $3.1 million of purchase price payments to the sellers of Giga that were deferred in conjunction with the acquisition.

The company has contractual obligations under its various debt agreements to make interest payments. These amounts are subject to the level of borrowings in future periods and the interest rate for the applicable periods, and therefore the amounts of these payments is not determinable.

The company has $5.2 million in outstanding letters of credit, which expire on April 4, 2010 to secure potential obligations under insurance programs.

Idle facility leases consists of an obligation for a manufacturing location that was exited in conjunction with the company's manufacturing consolidation efforts. This lease obligation continues through June 2015. This facility has been subleased. The obligation presented above does not reflect any anticipated sublease income from the facilities.

The projected benefit obligation of the company's defined benefit plans exceeded the plans' assets by $9.5 million at the end of 2008 as compared to $4.6 million at the end of 2007. The unfunded benefit obligations were comprised of a $3.4 million under funding of the company's Smithville plan, which was acquired as part of the Star acquisition, a $1.0 million under funding of the company's union plan and $5.1 million of under funding of the company's director plans. The company does not expect to contribute to the director plans in 2009. The company expects to continue to make minimum contributions to the Smithville and Elgin plans as required by ERISA, which are expected to be $0.3 million and $0.1 million, respectively in 2009.

The company places purchase orders with its suppliers in the ordinary course of business. These purchase orders are generally to fulfill short-term manufacturing requirements of less than 90 days and most are cancelable with a restocking penalty. The company has no long-term purchase contracts or minimum purchase obligations with any supplier.

The company has no activities, obligations or exposures associated with off-balance sheet arrangements.