MIDDLEBY CORP - FORM 10-K

Attached files

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EX-21 - MIDDLEBY CORP	v176031_ex21.htm
EX-32.2 - MIDDLEBY CORP	v176031_ex32-2.htm
EX-31.2 - MIDDLEBY CORP	v176031_ex31-2.htm
EX-32.1 - MIDDLEBY CORP	v176031_ex32-1.htm
EX-23.1 - MIDDLEBY CORP	v176031_ex23-1.htm
EX-31.1 - MIDDLEBY CORP	v176031_ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the Fiscal Year Ended January 2, 2010

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

Commission File No. 1-9973

THE MIDDLEBY CORPORATION

(Exact name of Registrant as specified in its charter)

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)

Registrant’s telephone number, including area code: 847-741-3300

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
Common stock, par value $0.01 per share		The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes x

No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange

Act.

Yes ¨

No x

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K during the preceding 12

months.

Yes ¨

No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer, large accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨

No x

The aggregate market value of the voting stock held by nonaffiliates of the Registrant as of June 30, 2009 was approximately $765,694,347.

The number of shares outstanding of the Registrant’s class of common stock, as of February 26, 2010, was 18,552,737shares.

Documents Incorporated by Reference

Part III of Form 10-K incorporates by reference the Registrant’s definitive proxy statement to be filed pursuant to Regulation 14A in connection with the 2010 annual meeting of stockholders.

THE MIDDLEBY CORPORATION AND SUBSIDIARIES

JANUARY 2, 2010

FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

		Page
PART I

Item 1.	Business		1
Item 1A.	Risk Factors		11
Item 1B.	Unresolved Staff Comments		18
Item 2.	Properties		19
Item 3.	Legal Proceedings		20
Item 4.	Reserved		20

PART II

Item 5.	Market for Registrant’s Common Equity,
	Related Stockholder Matters and
	Issuer Purchases of Equity Securities		21
Item 6.	Selected Financial Data		23
Item 7.	Management’s Discussion and Analysis of Financial
	Condition and Results of Operations		24
Item 7A.	Quantitative and Qualitative Disclosure about
	Market Risk		33
Item 8.	Financial Statements and Supplementary Data		36
Item 9.	Changes in and Disagreements with Accountants on
	Accounting and Financial Disclosure		80
Item 9A.	Controls and Procedures		80
Item 9B.	Other Information		82

PART III

Item 10.	Directors and Executive Officers of the Registrant		83
Item 11.	Executive Compensation		83
Item 12.	Security Ownership of Certain Beneficial Owners
	and Management and Related Stockholder Matters		83
Item 13.	Certain Relationships and Related Transactions		83
Item 14.	Principal Accountant Fees and Services		83

PART IV

Item 15.	Exhibits and Financial Statement Schedule		84

PART I

Item 1. Business

General

The Middleby Corporation (“Middleby” or the “company”), through its operating subsidiary Middleby Marshall Inc. (“Middleby Marshall”) and its subsidiaries, is a leader in the design, manufacture, marketing, distribution, and service of a broad line of (i) cooking and warming equipment used in all types of commercial restaurants and institutional kitchens and (ii) food preparation, cooking and packaging equipment for food processing operations.

Founded in 1888 as a manufacturer of baking ovens, Middleby Marshall Oven Company was acquired in 1983 by TMC Industries Ltd., a publicly traded company that changed its name in 1985 to The Middleby Corporation. The company has established itself as a leading provider of (i) commercial restaurant equipment and (ii) food processing equipment as a result of its acquisition of industry leading brands and through the introduction of innovative products within both of these segments.

Over the past three years the company has completed eleven acquisitions in the commercial foodservice equipment and food processing equipment industries. These acquisitions have added fourteen brands to the Middleby portfolio and positioned the company as a leading supplier of equipment in both industries.

In April 2007, the company acquired the assets of Jade Products Company (“Jade”) for $7.8 million in cash. Jade is a leading manufacturer of premium commercial and residential ranges and ovens used by many of the top chefs and upscale restaurant chains. Jade is also known for its ability to provide unique customized cooking suites designed to suit the needs of the most demanding restaurant operators. This acquisition allowed Middleby to expand its product offerings in the commercial foodservice segment with a leading industry brand.

In June 2007, the company acquired the assets of Carter-Hoffmann for $16.4 million in cash. Carter-Hoffmann is a leading brand and supplier of heated cabinets and food holding equipment for the commercial restaurant industry. This acquisition was complementary to Middleby’s existing cooking products and allowed the company to provide a more complete offering on the “hot-side” of the kitchen.

In July 2007, the company acquired the assets of MP Equipment (“MP Equipment”) for $15.3 million in cash and $3.0 million in deferred payments made to the sellers. MP Equipment further strengthened Middleby’s position in the food processing equipment industry by adding a portfolio of complementary products to the Alkar and Rapidpak brands. The products of MP Equipment include breading machines, battering machines, mixers, forming equipment, and slicing machines. These products are used by numerous suppliers of food product to the major restaurant chains.

In August 2007, the company acquired the assets of Wells Bloomfield for $29.2 million in cash. Wells is a leading brand of cooking and warming equipment for the commercial restaurant industry, complimenting Middleby’s other products in this category. Wells also offers a unique ventless hood system, which is increasing in demand as more and more food operations are opening in unconventional locations where it is difficult to install ventilation systems, such as shopping malls, airports and stadiums. Bloomfield is a leading provider of coffee brewers, tea brewers and beverage dispensing equipment. The addition of Bloomfield to Middleby’s portfolio of brands allows Middleby to benefit in the fast growing beverage segment as the company’s restaurant chain customers increase their offerings of coffee and specialty drinks.

In December 2007, subsequent to the company’s fiscal 2007 year end, the company acquired New Star International Holdings, Inc. (“Star”) for $189.5 million in cash. This acquisition added three leading brands to Middleby’s portfolio of brands in the commercial restaurant industry, including Star, a leader in light duty cooking and concession equipment, Holman, a leader in conveyor and pop-up toasters, and Lang, a leading oven and range line. The transaction positions Middleby as a leading supplier to convenience chains and fast casual restaurant chains.

In April 2008, the company acquired the net assets and related business operations of Frifri aro SA (“Frifri”) for $3.5 million in cash. Frifri is a leading European supplier of advanced frying systems.

In April 2008, the company acquired the assets of Giga Grandi Cucine S.r.l. (“Giga”) for $9.9 million in cash and assumed debt. Giga is a leading European manufacturer of ranges, ovens and steam cooking equipment.

In January 2009, subsequent to the company’s fiscal 2008 year end, the company acquired TurboChef Technologies, Inc. (“TurboChef”) for cash and shares of Middleby common stock. The total aggregate purchase price of the transaction amounted to $160.3 million including $116.3 million in cash and 1,539,668 shares of Middleby common stock valued at $44.0 million. TurboChef is a leader in speed-cook technology, one of the fastest growing segments of the commercial foodservice equipment market. TurboChef’s user-friendly speed cook ovens employ proprietary combinations of heating technologies to cook a variety of food products at speeds up to 12 times faster than that of conventional heating methods.

In April 2009, the company acquired the assets of CookTek LLC (“CookTek”) for $8 million in cash and $1.0 million in a deferred payment due the seller. CookTek is a leader in the manufacture of induction cooking and warming systems for the commercial foodservice industry. CookTek’s line of induction cooking equipment utilizes magnetic waves to heat product in a highly energy efficient manner at speeds fast than conventional cooking equipment.

In April 2009, the company acquired substantially all of the assets of Anetsberger Brothers, Inc. (“Anets”), a leading manufacturer of griddles, fryers, and dough rollers for the commercial foodservice industry for $3.4 million in cash and $0.5 million in deferred payments. The acquisition of Anets allows Middleby to continue to expand its portfolio of leading brands in cooking and warming and increase its leading position in the griddle and fryer segment.

In December 2009, the company acquired all of the shares of Doyon Equipment Inc. (“Doyon”), a leading manufacturer of baking ovens for the commercial foodservice industry for approximately $5.8 million. The acquisition of Doyon enhances Middleby’s position as a leader in the baking segment and better positions the company to address the growing needs of the retail and supermarket foodservice segment

The company's annual reports on Form 10-K, including this Form 10-K, as well as the company's quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports are available, free of charge, on the company's internet website, www.middleby.com. These reports are available as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission.

Business Divisions and Products

The company conducts its business through three principal business divisions: the Commercial Foodservice Equipment Group; the Food Processing Equipment Group; and the International Distribution Division. See Note 11 to the Consolidated Financial Statements for further information on the company's business segments.

Commercial Foodservice Equipment Group

The Commercial Foodservice Equipment Group has a broad portfolio of leading brands of cooking and warming equipment, which enable it to serve virtually any cooking or warming application within a commercial restaurant or institutional kitchen. This cooking and warming equipment is used across all types of foodservice operations, including quick-service restaurants, full-service restaurants, convenience stores, retail outlets, hotels and other institutions. The company offers a broad line of cooking equipment marketed under a portfolio of twenty brands, including, Anets®, Blodgett®, Blodgett Combi®, Blodgett Range®, Bloomfield®, CTX®, Carter-Hoffmann®, CookTek®, Doyon®, Frifri®, Giga®, Holman®, Houno®, Jade®, Lang®, MagiKitch'n®, Middleby Marshall®, NuVu®, Pitco®, Southbend®, Star®, Toastmaster®, TurboChef® and Wells®. These products are manufactured at the company's U.S. facilities in California, Illinois, Michigan, New Hampshire, North Carolina, Tennessee, Texas and Vermont. The company also has international manufacturing facilities located in Canada, China, Denmark, Italy and the Philippines.

The products offered by this group include ranges, convection ovens, conveyor ovens, baking ovens, proofers, broilers, fryers, combi-ovens, charbroilers, steam equipment, pop-up and conveyor toasters, steam cooking equipment, food warming equipment, induction cooking systems, griddles, ventless cooking systems, coffee brewers, tea brewers and beverage dispensing equipment.

This group is represented by the following product brands:

For over 80 years, Anets® has been an innovator in the commercial foodservice industry with a full range of fryers, griddles, dough rollers, pasta cookers and bakery products.

Blodgett®, known for its durability and craftsmanship, is the leading brand of convection and combi-ovens. In demand since the late 1800's, the Blodgett oven has stood the test of time and set the industry standard.

Bloomfield® is one of the leading brands providing coffee brewers, tea brewers, and beverage dispensing equipment. Bloomfield has a reputation of durability and dependability.

Carter-Hoffmann® has been a leading provider of heated cabinets, rethermalizing equipment and food serving equipment for over 60 years. Carter-Hoffmann is known for providing innovative and energy saving equipment that allow a foodservice operation to save on food costs by holding food in its heated cabinets and holding stations for an extended period of time, while maintaining the quality of the product.

CookTek® is the leading innovator, developer and manufacturer of induction powered equipment for the foodservice industry, with a focus on cooking, buffet holding and hot food delivery. Designed to be simple to operate, rugged and durable, all products are supremely energy efficient - “green by nature.”

Doyon® has been a manufacturer of bakery ovens for more than 50 years. Doyon is recognized for its quality and service. Doyon’s products include bakery ovens, proofers and mixers.

Frifri is a leading manufacturer of fryers and frying systems in Europe. They lead the market due to their innovation, including advanced controls and filtration functions. Since 1947 they have been known for their quality products and durability.

Founded in 1967, GIGA Grandi Cucine S.r.l. is a leading manufacturer well known in Italy as a manufacturer of a broad line of professional cooking equipment and catering equipment. Giga’s products include ranges, steam cooking equipment and ovens.

For over 50 years, Holman® is a leading brand in toasting equipment including high speed, conveyorized and pop-up. Holman equipment can be found in many convenience stores, restaurant chains, and hotels. With the recent trend of toasted sandwiches, Holman toasters can be found in several of the leading sandwich chains.

For more than 30 years, Houno® has manufactured quality combi-ovens and baking ovens. Houno ovens are recognized for their superior design, energy and water saving features and reliability.

Jade® designs and manufactures premium and customized cooking suites which can be found in the restaurants of many leading chefs. Jade is renowned for its offering of specialty cooking equipment and its ability to customize products to meet the specialized requests of a restaurant operator.

For more than a century, Lang® has been a world-class supplier of cooking equipment, offering a complete line of high-performing, innovative gas and electric cooking solutions for commercial and marine applications.

For more than 60 years, MagiKitch’n® has focused on manufacturing charbroiling products that deliver quality construction, high performance and flexible operation.

Conveyor oven equipment products are marketed under the Middleby Marshall®, Blodgett® and CTX® brands. Conveyor oven equipment allows for simplification of the food preparation process, which in turn provides for labor savings opportunities and a greater consistency of the final product. Conveyor oven customers include many of the leading pizza restaurant chains and sandwich chains.

Nu-Vu®, the leader in on-premise baking, manufacturers a wide variety of commercial baking equipment for use in restaurants and institutions. Nu-Vu ovens and proofers are used by many of the leading sandwich chains for daily baking of fresh bread.

Pitco Frialator® offers a broad line of gas and electric equipment combining reliability with efficiency in simple-to-operate professional frying equipment. Since 1918, Pitco fryers have captured a major market share by offering simple, reliable equipment for cooking menu items such as french fries, onion rings, chicken, donuts and seafood.

For over 100 years, Southbend® has produced a broad array of heavy-duty, gas-fired equipment, including ranges, convection ovens, broilers, and steam cooking equipment. Southbend has dedicated significant resources to developing and introducing innovative product features resulting in a premier cooking line.

Star® has been making durable, reliable, quality products since 1921. Star products are used in a broad range of applications that include fast food, leisure, concessions and traditional restaurant operations.

Toastmaster® manufactures light and medium-duty electric equipment, including pop-up and conveyor toasters, hot food servers, foodwarmers and griddles to commercial restaurants and institutional kitchens.

Since its inception in 1991, TurboChef ® has pioneered the world of rapid cooking. The result of top-grade engineering and testing, TurboChef ovens feature proprietary technology, which combines superior air impingement with other rapid-cook methods to create high heat transfer rates and outstanding food quality.

Wells® is a leader in countertop and drop in warmers. It is also one of only a few companies to offer ventless cooking systems. Its patented technology allows a food service operator to utilize cooking equipment in locations where external ventilation may not be possible, such as shopping malls, airports and sports arenas.

Food Processing Equipment Group

The Food Processing Equipment Group provides a broad array of innovative products designed for the food processing industry. These products include:

Cooking equipment, including batch ovens, belt ovens and conveyorized cooking systems marketed under the Alkar® brand.

Food preparation equipment, such as breading, battering, mixing, forming and slicing machines, marketed under the MP Equipment® brand.

Packaging and food safety equipment marketed under the Rapidpak® brand.

Customers include large international food processing companies throughout the world. The company is recognized as a market leader in the manufacturing of equipment for producing pre-cooked meat products, such as hot dogs, dinner sausages, poultry and lunchmeats. Through its broad line of products, the company is able to deliver a wide array of cooking solutions to service a variety of food processing requirements demanded by its customers. The Food Processing Equipment Group has manufacturing facilities in Wisconsin.

International Distribution Division

The company has identified the international markets as an area of growth. Middleby’s International Distribution Division provides integrated export management and distribution services, enabling the company to offer equipment to be delivered and supported virtually anywhere in the world. The company believes that its global network provides it with a competitive advantage that positions the company as a preferred foodservice equipment supplier to major restaurant chains expanding globally. The company offers customers a complete package of kitchen equipment, delivered and installed in over 100 countries. For a local country distributor or dealer, the division provides centralized sourcing of a broad line of equipment with complete export management services, including export documentation, freight forwarding, equipment warehousing and consolidation, installation, warranty service and parts support. The International Distribution Division has regional export management companies in Asia, Europe and Latin America complemented by sales and distribution offices located in Australia, Belgium, China, France, India, Italy, Germany, Lebanon, Mexico, the Philippines, Russia, Saudi Arabia, Singapore, South Korea, Spain, Sweden, Taiwan, United Arab Emirates and the United Kingdom.

The Customers and Market

Commercial Foodservice Equipment Industry

The company's end-user customers include: (i) fast food or quick-service restaurants, (ii) full-service restaurants, including casual-theme restaurants, (iii) retail outlets, such as convenience stores, supermarkets and department stores and (iv) public and private institutions, such as hotels, resorts, schools, hospitals, long-term care facilities, correctional facilities, stadiums, airports, corporate cafeterias, military facilities and government agencies. The company's domestic sales are primarily through independent dealers and distributors and are marketed by the company's sales personnel and network of independent manufacturers' representatives. Many of the dealers in the U.S. belong to buying groups that negotiate sales terms with the company. Certain large multi-national restaurant and hotel chain customers have purchasing organizations that manage product procurement for their systems. Included in these customers are several large restaurant chains, which account for a meaningful portion of the company's business. The company’s international sales are through a combined network of independent and company-owned distributors. The company maintains sales and distribution offices in Australia, Belgium, China, France, India, Italy, Germany, Lebanon, Mexico, the Philippines, Russia, Saudi Arabia, Singapore, South Korea, Spain, Sweden, Taiwan, United Arab Emirates and the United Kingdom.

Over the past several decades, the foodservice equipment industry has enjoyed steady growth in the United States due to the development of new quick-service and casual-theme restaurant chain concepts, the expansion into nontraditional locations by quick-service restaurants and store equipment modernization. In the international markets, foodservice equipment manufacturers have been experiencing stronger growth than the U.S. market due to rapidly expanding international economies and increased opportunity for expansion by U.S. chains into developing regions.

The company believes that the worldwide commercial foodservice equipment market has sales in excess of $20 billion. The cooking and warming equipment segment of this market is estimated by management to exceed $1.5 billion in North America and $3.0 billion worldwide. The company believes that continuing growth in demand for foodservice equipment will result from the development of new restaurant concepts in the U.S. and the expansion of U.S. and foreign chains into international markets, the replacement and upgrade of existing equipment and new equipment requirements resulting from menu changes.

Food Processing Equipment Industry

The company's customers include a diversified base of leading food processors. A large portion of the company's revenues have been generated from producers of pre-cooked meat products such as hot dogs, dinner sausages, poultry, and lunchmeats; however, the company believes that it can leverage its expertise and product development capabilities in thermal processing to organically grow into new end markets.

Food processing has quickly become a highly competitive landscape dominated by a few large conglomerates that possess a variety of food brands. The consolidation of food processing plants associated with industry consolidation drives a need for more flexible and efficient equipment that is capable of processing large volumes in quicker cycle times. In recent years, food processors have had to conform to the demands of “big-box” retailers, including, most importantly, greater product consistency and exact package weights. Food processors are beginning to realize that their old equipment is no longer capable of efficiently producing adequate uniformity in the large product volumes required, and they are turning to equipment manufacturers that offer product consistency, innovative packaging designs and other solutions. To protect their own brands and reputations, big-box retailers are also dictating food safety standards that are actually stricter than government regulations.

A number of factors, including rising raw material prices, labor and health care costs, are driving food processors to focus on ways to improve their generally thin profitability margins. In order to increase the profitability and efficiency in processing plants, food processors pay increasingly more attention to the performance of their machinery and the flexibility in the functionality of the equipment. Meat processors are continuously looking for ways to make their plants safer and reduce labor-intensive activities. Food processors have begun to recognize the value of new technology as an important vehicle to drive productivity and profitability in their plants. Due to pressure from big-box retailers, food processors are expected to continue to demand new and innovative equipment that addresses food safety, food quality, automation and flexibility.

Improving living standards in developing countries is spurring increased worldwide demand for pre-cooked and convenience food products. As industrializing countries create more jobs, consumers in these countries will have the means to buy pre-cooked food products. In industrialized regions, such as Western Europe and the U.S., consumers are demanding more pre-cooked and convenience food products, such as deli tray variety packs, frozen food products and ready-to-eat varieties of ethnic foods.

The global food processing equipment industry is highly fragmented, large and growing. The company estimates demand for food equipment is approximately $3 billion in the U.S and $20 billion worldwide. The company’s product offerings are estimated to compete in a subsegment of total industry, and the relevant market size for its products are estimated by management to exceed $0.5 billion in the U.S. and $1.5 billion worldwide.

Backlog

The company's backlog of orders was $51.7 million at January 2, 2010, all of which is expected to be filled during 2010. The acquired TurboChef, CookTek, Anets and Doyon businesses accounted for $4.5 million of the backlog. The company's backlog was $47.3 million at January 3, 2009. The backlog is not necessarily indicative of the level of business expected for the year, as there is generally a short time between order receipt and shipment for the majority of the company’s products.

Marketing and Distribution

Commercial Foodservice Equipment Group

Middleby's products and services are marketed in the U.S. and in over 100 countries through a combination of the company's sales personnel and international marketing divisions and subsidiaries, together with an extensive network of independent dealers, distributors, consultants, sales representatives and agents. The company's relationships with major restaurant chains are primarily handled through an integrated effort of top-level executive and sales management at the corporate and business division levels to best serve each customer's needs.

In the United States, the company distributes its products to independent end-users primarily through a network of non-exclusive dealers nationwide, who are supported by manufacturers' marketing representatives. Sales are made direct to certain large restaurant chains that have established their own procurement and distribution organization for their franchise system.

International sales are primarily made through the International Distribution Division network to independent local country stocking and servicing distributors and dealers and, at times, directly to major chains, hotels and other large end-users.

Food Processing Equipment Group

The company maintains a direct sales force to market the Alkar, Rapidpak and MP Equipment brands and maintains direct relationships with each of its customers. The company also involves division management in the relationships with large global accounts. In North America, the company employs regional sales managers, each with responsibility for a group of customers and a particular region. Internationally, the company maintains global sales managers supported by a network of independent sales representatives.

The company’s sale process is highly consultative due to the highly technical nature of the equipment. During a typical sales process, a salesperson makes several visits to the customer’s facility to conceptually discuss the production requirements, footprint and configuration of the proposed equipment. The company employs a technically proficient sales force, many of whom have previous technical experience with the company as well as education backgrounds in food science.

Services and Product Warranty

The company is an industry leader in equipment installation programs and after-sales support and service. The company provides a warranty on its products typically for a one year period and in certain instances greater periods. The emphasis on global service increases the likelihood of repeat business and enhances Middleby's image as a partner and provider of quality products and services.

Commercial Foodservice Equipment Group

The company's domestic service network consists of over 100 authorized service parts distributors and 3,000 independent certified technicians who have been formally trained and certified by the company through its factory training school and on-site installation training programs. Technicians work through service parts distributors, which are required to provide around-the-clock service via a toll-free paging number. The company provides substantial technical support to the technicians in the field through factory-based technical service engineers. The company has stringent parts stocking requirements for these agencies, leading to a high first-call completion rate for service and warranty repairs.

It is critical to major foodservice chains that equipment providers be capable of supporting equipment on a worldwide basis. The company's international service network covers over 100 countries with more than 1,000 service technicians trained in the installation and service of the company's products and supported by internationally-based service managers along with the factory-based technical service engineers. As with its domestic service network, the company maintains stringent parts stocking requirements for its international distributors.

Food Processing Equipment Group

The company maintains a technical service group of employees that oversees and performs installation and startup of equipment and completes warranty and repair work. This technical service group provides services for customers both domestically and internationally. Service technicians are trained regularly on new equipment to ensure the customer receives a high level of customer service. From time to time the company utilizes trained third party technicians supervised by company employees to supplement company employees on large projects.

Competition

The commercial foodservice and food processing equipment industries are highly competitive and fragmented. Within a given product line the company may compete with a variety of companies, including companies that manufacture a broad line of products and those that specialize in a particular product category. Competition is based upon many factors, including brand recognition, product features, reliability, quality, price, delivery lead times, serviceability and after-sale service. The company believes that its ability to compete depends on strong brand equity, exceptional product performance, short lead-times and timely delivery, competitive pricing and superior customer service support. In the international markets, the company competes with U.S. manufacturers and numerous global and local competitors.

The company believes that it is one of the largest multiple-line manufacturers of food production equipment in the U.S. and worldwide although some of its competitors are units of operations that are larger than the company and possess greater financial and personnel resources. Among the company's major competitors to the Commercial Foodservice Equipment Group are: Manitowoc Company, Inc.; Vulcan-Hart and Hobart Corporation, subsidiaries of Illinois Tool Works Inc.; Electrolux AB; Groen, a subsidiary of Dover Corporation; Rational AG; and the Ali Group. Major competitors to the Food Processing Equipment Group include Convenience Food Systems, FMC Technologies, Multivac, Marel, Formax, and Heat and Control.

Manufacturing and Quality Control

The company manufactures product in eleven domestic and five international production facilities. In Brea, California, the company manufactures cooking ranges. In Chicago, Illinois, the company manufacturers induction cooking and warming systems. In Elgin, Illinois, the company manufactures conveyor ovens. In Mundelein, Illinois, the company manufactures warming equipment and heated food cabinets. In Menominee, Michigan, the company manufactures baking ovens and proofers. In Bow, New Hampshire, the company manufactures fryers, charbroilers and catering equipment products. In Fuquay-Varina, North Carolina, the company manufactures ranges, steamers, combi-ovens, convection ovens and broiling equipment. In Smithville, Tennessee, the company manufacturers counterline cooking equipment and warming systems, fryers, convection ovens, counterline cooking equipment and ventless cooking systems. In Dallas, Texas, the company manufacturers high-speed cooking ovens. In Burlington, Vermont, the company manufactures combi-ovens, convection ovens and deck oven product lines. In Lodi, Wisconsin, the company manufactures cooking systems, breading, battering, mixing, forming, and slicing equipment and packaging equipment that serves customers in the food processing industry. In Randers, Denmark, the company manufactures combi-ovens and baking ovens. In Scandicci, Italy, the company manufacturers a wide array of food service equipment including ranges, fryers and ovens. In Quebec City, Quebec, Canada, the company manufacturers baking ovens, proofers, pizza ovens and mixers. In Shanghai, China, the company manufactures frying systems. In Laguna, the Philippines, the company manufactures fryers, counterline equipment and component parts for the U.S. manufacturing facilities.

Metal fabrication, finishing, sub-assembly and assembly operations are conducted at each manufacturing facility. Equipment installed at individual manufacturing facilities includes numerically controlled turret presses and machine centers, shears, press brakes, welding equipment, polishing equipment, CAD/CAM systems and product testing and quality assurance measurement devices. The company's CAD/CAM systems enable virtual electronic prototypes to be created, reviewed and refined before the first physical prototype is built.

Detailed manufacturing drawings are quickly and accurately derived from the model and passed electronically to manufacturing for programming and optimal parts nesting on various numerically controlled punching cells. The company believes that this integrated product development and manufacturing process is critical to assuring product performance, customer service and competitive pricing.

The company has established comprehensive programs to ensure the quality of products, to analyze potential product failures and to certify vendors for continuous improvement. Products manufactured by the company are tested prior to shipment to ensure compliance with company standards.

Sources of Supply

The company purchases its raw materials and component parts from a number of suppliers. The majority of the company’s material purchases are standard commodity-type materials, such as stainless steel, electrical components and hardware. These materials and parts generally are available in adequate quantities from numerous suppliers. Some component parts are obtained from sole sources of supply. In such instances, management believes it can substitute other suppliers as required. The majority of fabrication is done internally through the use of automated equipment. Certain equipment and accessories are manufactured by other suppliers for sale by the company. The company believes it enjoys good relationships with its suppliers and considers the present sources of supply to be adequate for its present and anticipated future requirements.

Research and Development

The company believes its future success will depend in part on its ability to develop new products and to improve existing products. Much of the company's research and development efforts are directed to the development and improvement of products designed to reduce cooking time, increase cooking capacity or throughput, reduce energy consumption, minimize labor costs, improve product yield and improve safety while maintaining consistency and quality of cooking production and food preparation. The company has identified these issues as key concerns for most of its customers. The company often identifies product improvement opportunities by working closely with customers on specific applications. Most research and development activities are performed by the company's technical service and engineering staff located at each manufacturing location. On occasion, the company will contract outside engineering firms to assist with the development of certain technical concepts and applications. See Note 4(n) to the Consolidated Financial Statements for further information on the company's research and development activities.

Licenses, Patents, and Trademarks

The company owns numerous trademarks and trade names; among them, Alkarâ, Anets®, Blodgettâ, Blodgett Combiâ, Blodgett Rangeâ, Bloomfieldâ, CTXâ, Carter-Hoffmannâ, CookTekâ, Doyonâ, Frifriâ, Gigaâ, Holmanâ, Hounoâ, Jadeâ , L angâ, MP Equipmentâ, MagiKitch’nâ, Middleby Marshallâ, Nu-Vuâ, Pitco Frialatorâ, RapidPakâ, Southbendâ, Starâ, Toastmasterâ TurboChefâ and Wellsâ are registered with the U.S. Patent and Trademark Office and in various foreign countries.

The company holds a broad portfolio of patents covering technology and applications related to various products, equipment and systems. Management believes the expiration of any one of these patents would not have a material adverse effect on the overall operations or profitability of the company.

Employees

As of January 2, 2010, the company employed 1,902 persons. Of this amount, 865 were management, administrative, sales, engineering and supervisory personnel; 835 were hourly production non-union workers; and 202 were hourly production union members. Included in these totals were 464 individuals employed outside of the United States, of which 286 were management, sales, administrative and engineering personnel, 104 were hourly production non-union workers and 74 were hourly production workers, who participate in an employee cooperative. At its Lodi, Wisconsin facility, the company has a contract with the International Association of Bridge, Structural, Ornamental and Reinforcing Ironworkers that expires on December 31, 2010. At its Elgin, Illinois facility, the company has a union contract with the International Brotherhood of Teamsters that expires on April 30, 2012. The company also has a union workforce at its manufacturing facility in the Philippines, under a contract that extends through June 2011. Management believes that the relationships between employees, union and management are good.

Seasonality

The company’s revenues historically have been stronger in the second and third quarters due to increased purchases from customers involved with the catering business and institutional customers, particularly schools, during the summer months.

Item 1A. Risk Factors

The company’s business, results of operations, cash flows and financial condition are subject to various risks, including, but not limited to those set forth below. If any of the following risks actually occurs, the company's business, results of operations, cash flows and financial condition could be materially adversely affected These risk factors should be carefully considered together with the other information in this Annual Report on Form 10-K, including the risks and uncertainties described under the heading "Special Note Regarding Forward-Looking Statements."

Economic conditions may cause a decline in business and consumer spending which could adversely affect the company’s business and financial performance.

The company’s operating results are impacted by the health of the North American, European, Asian and Latin American economies. The company’s business and financial performance, including collection of its accounts receivable, may be adversely affected by the current and future economic conditions that caused a decline in business and consumer spending, a reduction in the availability of credit and decreased growth by our existing customers, resulting in customers electing to delay the replacement of aging equipment. Higher energy costs, rising interest rates, financial market volatility, recession and acts of terrorism may also adversely affect the company’s business and financial performance. Additionally, the company may experience difficulties in scaling its operations due to economic pressures in the U.S. and International markets.

The company's level of indebtedness could adversely affect its business, results of operations and growth strategy.

The company now has and may continue to have a significant amount of indebtedness. At January 2, 2010, the company had $275.6 million of borrowings and $7.8 million in letters of credit outstanding. As of January 2, 2010, the company could incur an additional $214.4 million under its credit agreement. To the extent the company requires additional capital resources, there can be no assurance that such funds will be available on favorable terms, or at all. The unavailability of funds could have a material adverse effect on the company's financial condition, results of operations and ability to expand the company's operations.

The company's level of indebtedness could adversely affect it in a number of ways, including the following:

•

the company may be unable to obtain additional financing for working capital, capital expenditures, acquisitions and other general corporate purposes;

•

a significant portion of the company's cash flow from operations must be dedicated to debt service, which reduces the amount of cash the company has available for other purposes;

•

the company may be more vulnerable in the event of a downturn in the company’s business or general economic and industry conditions;

•

the company may be disadvantaged competitively by its potential inability to adjust to changing market conditions, as a result of its significant level of indebtedness; and

•

the company may be restricted in its ability to make strategic acquisitions and to pursue new business opportunities.

The company has a significant amount of goodwill and could suffer losses due to asset impairment charges.

The company’s balance sheet includes a significant amount of goodwill, which represents approximately 44% of its total assets as of January 2, 2010. The excess of the purchase price over the fair value of assets acquired and liabilities assumed in conjunction with acquisitions is recorded as other identifiable intangible assets and goodwill. In accordance with Accounting Standards Code (“ASC”) 350 “Intangibles-Goodwill and Other”, the company’s 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 long-lived assets, the company considers changes in economic conditions and makes assumptions regarding estimated future cash flows and other factors. A significant decline in stock prices, such as occurred during 2008, could indicate that an impairment has occurred. 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. Any such charge could have a material adverse effect on the company’s reported net earnings.

The company's current credit agreement limits its ability to conduct business, which could negatively affect the company's ability to finance future capital needs and engage in other business activities.

The covenants in the company's existing credit agreement contain a number of significant limitations on its ability to, among other things:

pay dividends;

incur additional indebtedness;

create liens on the company's assets;

engage in new lines of business;

make investments;

make capital expenditures and enter into leases; and

acquire or dispose of assets.

These restrictive covenants, among others, could negatively affect the company's ability to finance its future capital needs, engage in other business activities or withstand a future downturn in the company's business or the economy.

Under the company's current credit agreement, the company is required to maintain certain specified financial ratios and meet financial tests, including certain ratios of leverage and fixed charge coverage. The company's ability to comply with these requirements may be affected by matters beyond its control, and, as a result, there can be no assurance that the company will be able to meet these ratios and tests. A breach of any of these covenants would prevent the company from being able to draw under the company revolver and would result in a default under the company's credit agreement. In the event of a default under the company's current credit agreement, the lenders could terminate their commitments and declare all amounts borrowed, together with accrued interest and other fees, to be due and payable. Borrowings under other debt instruments that contain cross-acceleration or cross-default provisions may also be accelerated and become due and payable. The company may be unable to pay these debts in these circumstances.

Competition in the foodservice equipment industry is intense and could impact the company’s results of operations and cash flows.

The company operates in a highly competitive industry. In the company's business, competition is based on product features and design, brand recognition, reliability, durability, technology, energy efficiency, breadth of product offerings, price, customer relationships, delivery lead times, serviceability and after-sale service. The company has a number of competitors in each product line that it offers. Many of the company's competitors are substantially larger and enjoy substantially greater financial, marketing, technological and personnel resources. These factors may enable them to develop similar or superior products, to provide lower cost products and to carry out their business strategies more quickly and efficiently than the company can. In addition, some competitors focus on particular product lines or geographic regions or emphasize their local manufacturing presence or local market knowledge. Some competitors have different pricing structures and may be able to deliver their products at lower prices. Although the company believes that the performance and price characteristics of its products will provide competitive solutions for its customers' needs, there can be no assurance that the company's customers will continue to choose the company’s products over products offered by its competitors.

Further, the market for the company's products is characterized by changing technology and evolving industry standards. The company's ability to compete in the past has depended in part on the company's ability to develop innovative new products and bring them to market more quickly than the company's competitors. The company's ability to compete successfully will depend, in large part, on its ability to enhance and improve its existing products, to continue to bring innovative products to market in a timely fashion, to adapt the company's products to the needs and standards of its current and potential customers and to continue to improve operating efficiencies and lower manufacturing costs. Moreover, competitors may develop technologies or products that render the company's products obsolete or less marketable. If the company's products, markets and services are not competitive, the company's business, financial condition and operating results will be materially harmed.

The company is subject to risks associated with developing products and technologies, which could delay product introductions and result in significant expenditures.

The company continually seeks to refine and improve upon the performance, utility and physical attributes of its existing products and to develop new products. As a result, the company's business is subject to risks associated with new product and technological development, including unanticipated technical or other problems. The occurrence of any of these risks could cause a substantial change in the design, delay in the development, or abandonment of new technologies and products. Consequently, there can be no assurance that the company will develop new technologies superior to the company's current technologies or successfully bring new products to market.

Additionally, there can be no assurance that new technologies or products, if developed, will meet the company's current price or performance objectives, be developed on a timely basis or prove to be as effective as products based on other technologies. The inability to successfully complete the development of a product, or a determination by the company, for financial, technical or other reasons, not to complete development of a product, particularly in instances in which the company has made significant expenditures, could have a material adverse effect on the company's financial condition and operating results.

The company's revenues and profits will be adversely affected if it is unable to expand its product offerings, retain its current customers, or attract new customers.

The success of the company's business depends, in part, on its ability to maintain and expand the company's product offerings and the company's customer base. The company's success also depends on its ability to offer competitive prices and services in a price sensitive business. Many of the company's larger restaurant chain customers have multiple sources of supply for their equipment purchases and periodically approve new competitive equipment as an alternative to the company's products for use within their restaurants. There can be no assurance that the company will be able to continue to expand its product lines or that it will be able to retain its current customers or attract new customers. The company also cannot assure you that it will not lose customers to low-cost competitors with comparable or superior products and services. If the company fails to expand its product offerings, or loses a substantial number of the company's current customers or substantial business from current customers, or is unable to attract new customers, the company's business, financial condition and results of operations will be adversely affected.

The company has depended, and will continue to depend, on key customers for a material portion of its revenues. As a result, changes in the purchasing patterns of such key customers could adversely impact the company's operating results.

Many of the company's key customers are large restaurant chains. The number of new store openings by these chains can vary from quarter to quarter depending on internal growth plans, construction, seasonality and other factors. If these chains were to conclude that the market for their type of restaurant has become saturated, they could open fewer restaurants. In addition, during an economic downturn, key customers could both open fewer restaurants and defer purchases of new equipment for existing restaurants. Either of these conditions could have a material adverse effect on the company's financial condition and results of operations.

Price changes in some materials and sources of supply could affect the company's profitability.

The company uses large amounts of stainless steel, aluminized steel and other commodities in the manufacture of its products. The price of steel has increased significantly over the past several years. The significant increase in the price of steel or any other commodity that the company is not able to pass on to its customers would adversely affect the company's operating results. In addition, an interruption in or the cessation of an important supply by any third party and the company's inability to make alternative arrangements in a timely manner, or at all, could have a material adverse effect on the company's business, financial condition and operating results.

The company's acquisition, investment and alliance strategy involves risks. If the company is unable to effectively manage these risks, its business will be materially harmed.

To achieve the company's strategic objectives, the company has pursued and may continue to pursue strategic acquisitions and investments or invest in other companies, businesses or technologies. Acquisitions entail numerous risks, including the following:

• difficulties in the assimilation of acquired businesses or technologies;

• diversion of management's attention from other business concerns;

• potential assumption of unknown material liabilities;

• failure to achieve financial or operating objectives; and

• loss of customers or key employees.

The company may not be able to successfully integrate any operations, personnel, services or products that it has acquired or may acquire in the future.

The company may seek to expand or enhance some of its operations by forming joint ventures or alliances with various strategic partners throughout the world. Entering into joint ventures and alliances also entails risks, including difficulties in developing and expanding the businesses of newly formed joint ventures, exercising influence over the activities of joint ventures in which the company does not have a controlling interest and potential conflicts with the company's joint venture or alliance partners.

Expansion of the company's operations internationally involves special challenges that it may not be able to meet. The company's failure to meet these challenges could adversely affect its business, financial condition and operating results.

The company plans to continue to expand its operations internationally. The company faces certain risks inherent in doing business in international markets. These risks include:

• extensive regulations and oversight, tariffs and other trade barriers;

• reduced protection for intellectual property rights;

• difficulties in staffing and managing foreign operations; and

• potentially adverse tax consequences.

In addition, the company is and will be required to comply with the laws and regulations of foreign governmental and regulatory authorities of each country in which the company conducts business.

There can be no assurance that the company will be able to succeed in marketing its products and services in international markets. The company may also experience difficulty in managing its international operations because of, among other things, competitive conditions overseas, management of foreign exchange risk, established domestic markets, language and cultural differences and economic or political instability. Any of these factors could have a material adverse effect on the success of the company's international operations and, consequently, on the company's business, financial condition and operating results.

The company may not be able to adequately protect its intellectual property rights, and this inability may materially harm its business.

The company relies primarily on trade secret, copyright, service mark, trademark and patent law and contractual protections to protect the company’s proprietary technology and other proprietary rights. The company has filed numerous patent applications covering the company’s technology. Notwithstanding the precautions the company takes to protect its intellectual property rights, it is possible that third parties may copy or otherwise obtain and use the company's proprietary technology without authorization or may otherwise infringe on the company's rights. In some cases, including a number of the company's most important products, there may be no effective legal recourse against duplication by competitors. In the future, the company may have to rely on litigation to enforce its intellectual property rights, protect its trade secrets, determine the validity and scope of the proprietary rights of others or defend against claims of infringement or invalidity. Any such litigation, whether successful or unsuccessful, could result in substantial costs to the company and diversions of the company's resources, either of which could adversely affect the company's business.

Any infringement by the company on patent rights of others could result in litigation and adversely affect its ability to continue to provide, or could increase the cost of providing, the company's products and services.

Patents of third parties may have an important bearing on the company's ability to offer some of its products and services. The company's competitors, as well as other companies and individuals, may obtain, and may be expected to obtain in the future, patents related to the types of products and services the company offers or plans to offer. There can be no assurance that the company is or will be aware of all patents containing claims that may pose a risk of infringement by its products and services. In addition, some patent applications in the United States are confidential until a patent is issued and, therefore, the company cannot evaluate the extent to which its products and services may be covered or asserted to be covered by claims contained in pending patent applications. In general, if one or more of the company's products or services were to infringe patents held by others, the company may be required to stop developing or marketing the products or services, to obtain licenses from the holders of the patents to develop and market the services, or to redesign the products or services in such a way as to avoid infringing on the patent claims. The company cannot assess the extent to which it may be required in the future to obtain licenses with respect to patents held by others, whether such licenses would be available or, if available, whether it would be able to obtain such licenses on commercially reasonable terms. If the company were unable to obtain such licenses, it also may not be able to redesign the company's products or services to avoid infringement, which could materially adversely affect the company's business, financial condition and operating results.

The company may be the subject of product liability claims or product recalls, and it may be unable to obtain or maintain insurance adequate to cover potential liabilities.

Product liability is a significant commercial risk to the company. The company's business exposes it to potential liability risks that arise from the manufacture, marketing and sale of the company's products. In addition to direct expenditures for damages, settlement and defense costs, there is a possibility of adverse publicity as a result of product liability claims. Some plaintiffs in some jurisdictions have received substantial damage awards against companies based upon claims for injuries allegedly caused by the use of their products. In addition, it may be necessary for the company to recall products that do not meet approved specifications, which could result in adverse publicity as well as costs connected to the recall and loss of revenue.

The company cannot be certain that a product liability claim or series of claims brought against it would not have an adverse effect on the company's business, financial condition or results of operations. If any claim is brought against the company, regardless of the success or failure of the claim, the company cannot assure you that it will be able to obtain or maintain product liability insurance in the future on acceptable terms or with adequate coverage against potential liabilities or the cost of a recall.

An increase in warranty expenses could adversely affect the company's financial performance.

The company offers purchasers of its products warranties covering workmanship and materials typically for one year and, in certain circumstances, for periods of up to ten years, during which period the company or an authorized service representative will make repairs and replace parts that have become defective in the course of normal use. The company estimates and records its future warranty costs based upon past experience. These warranty expenses may increase in the future and may exceed the company's warranty reserves, which, in turn, could adversely affect the company's financial performance.

The company is subject to currency fluctuations and other risks from its operations outside the United States.

The company has manufacturing operations located in Asia and Europe and distribution operations in Asia, Europe and Latin America. The company's operations are subject to the impact of economic downturns, political instability and foreign trade restrictions, which may adversely affect the company's business, financial condition and operating results. The company anticipates that international sales will continue to account for a significant portion of consolidated net sales in the foreseeable future. Some sales by the company's foreign operations are in local currency, and an increase in the relative value of the U.S. dollar against such currencies would lead to a reduction in consolidated sales and earnings. Additionally, foreign currency exposures are not fully hedged, and there can be no assurances that the company's future results of operations will not be adversely affected by currency fluctuations.

The company is subject to potential liability under environmental laws.

The company's operations are regulated under a number of federal, state and local environmental laws and regulations that govern, among other things, the discharge of hazardous materials into the air and water as well as the handling, storage and disposal of these materials. Compliance with these environmental laws and regulations is a significant consideration for the company because it uses hazardous materials in its manufacturing processes. In addition, because the company is a generator of hazardous wastes, even if it fully complies with applicable environmental laws, it may be subject to financial exposure for costs associated with an investigation and remediation of sites at which it has arranged for the disposal of hazardous wastes if these sites become contaminated. In the event of a violation of environmental laws, the company could be held liable for damages and for the costs of remedial actions. Environmental laws could also become more stringent over time, imposing greater compliance costs and increasing risks and penalties associated with any violation, which could negatively affect the company's operating results.

The company's financial performance is subject to significant fluctuations.

The company's financial performance is subject to quarterly and annual fluctuations due to a number of factors, including:

• general economic conditions;

• the lengthy, unpredictable sales cycle for commercial foodservice equipment and food processing equipment;

• the gain or loss of significant customers;

• unexpected delays in new product introductions;

• the level of market acceptance of new or enhanced versions of the company's products;

• unexpected changes in the levels of the company's operating expenses; and

• competitive product offerings and pricing actions.

Each of these factors could result in a material and adverse change in the company's business, financial condition and results of operations.

The company may be unable to manage its growth.

The company has recently experienced rapid growth in business. Continued growth could place a strain on the company's management, operations and financial resources. There also will be additional demands on the company's sales, marketing and information systems and on the company's administrative infrastructure as it develops and offers additional products and enters new markets. The company cannot be certain that the company's operating and financial control systems, administrative infrastructure, outsourced and internal production capacity, facilities and personnel will be adequate to support the company's future operations or to effectively adapt to future growth. If the company cannot manage the company's growth effectively, the company's business may be harmed.

The company's business could suffer in the event of a work stoppage by its unionized labor force.

Because the company has a significant number of workers whose employment is subject to collective bargaining agreements and labor union representation, the company is vulnerable to possible organized work stoppages and similar actions. Unionized employees accounted for approximately 11% of the company's workforce as of January 2, 2010 The company has union contracts with employees at its facilities in Lodi, Wisconsin and Elgin, Illinois that extend through December 2011 and April 2012, respectively. The company also has a union workforce at its manufacturing facility in the Philippines under a contract that extends through June 2011. Any future strikes, employee slowdowns or similar actions by one or more unions, in connection with labor contract negotiations or otherwise, could have a material adverse effect on the company's ability to operate the company's business.

The company depends significantly on its key personnel.

The company depends significantly on certain of the company's executive officers and certain other key personnel, many of whom could be difficult to replace. While the company has employment agreements with certain key executives, the company cannot be certain that it will succeed in retaining this personnel or their services under existing agreements. The incapacity, inability or unwillingness of certain of these people to perform their services may have a material adverse effect on the company. There is intense competition for qualified personnel within the company's industry, and there can be no assurance that it will be able to continue to attract, motivate and retain personnel with the skills and experience needed to successfully manage the company business and operations.

The impact of future transactions on the company's common stock is uncertain.

The company periodically reviews potential transactions related to products or product rights and businesses complementary to the company's business. Such transactions could include mergers, acquisitions, joint ventures, alliances or licensing agreements. In the future, the company may choose to enter into such transactions at any time. The impact of transactions on the market price of a company's stock is often uncertain, but it may cause substantial fluctuations to the market price. Consequently, any announcement of any such transaction could have a material adverse effect upon the market price of the company's common stock. Moreover, depending upon the nature of any transaction, the company may experience a charge to earnings, which could be material and could possibly have an adverse impact upon the market price of the company's common stock.

Future sales or issuances of equity or convertible securities could depress the market price of the company's common stock and be dilutive and affect the company's ability to raise funds through equity issuances.

If the company's stockholders sell substantial amounts of the company's common stock or the company issues substantial additional amounts of the company's equity securities, or there is a belief that such sales or issuances could occur, the market price of the company's common stock could fall. These factors could also make it more difficult for the company to raise funds through future offerings of equity securities.

The market price of the company's common stock may be subject to significant volatility.

The market price of the company's common stock may be highly volatile because of a number of factors, including the following:

• actual or anticipated fluctuations in the company's operating results;

•

changes in expectations as to the company's future financial performance, including financial estimates by securities analysts and investors;

•

the operating performance and stock price of other companies in the company's industry;

•

announcements by the company or the company's competitors of new products or significant contracts, acquisitions, joint ventures or capital commitments;

• changes in interest rates;

• additions or departures of key personnel; and

• future sales or issuances of the company's common stock.

In addition, the stock markets from time to time experience price and volume fluctuations that may be unrelated or disproportionate to the operating performance of particular companies. These broad fluctuations may adversely affect the trading price of the company's common stock, regardless of the company's operating performance.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

The company's principal executive offices are located in Elgin, Illinois. The company operates thirteen manufacturing facilities in the U.S and manufacturing facilities in Canada, China, Denmark, Italy and the Phillipines.

The principal properties of the company utilized to conduct business operations are listed below:

Location	Principal Function	Square Footage		Owned/ Leased	Lease Expiration

Brea, CA	Manufacturing, Warehousing and Offices		72,000	Leased	June 2015
Buford, GA	Warehousing and Offices		17,350	Leased	February 2013/
			30,000	Leased	December 2014
Chicago, IL	Manufacturing, Warehousing and Offices		30,800	Leased	March 2010/
					November 2012
Elgin, IL	Manufacturing, Warehousing and Offices		207,000	Owned	N/A
Mundelein, IL	Manufacturing, Warehousing and Offices		55,000	Owned	N/A
			33,000	Owned	N/A
Menominee, MI	Manufacturing, Warehousing and Offices		46,000	Owned	N/A
St. Louis, MO	Offices		47,250	Leased	August 2010
Bow, NH	Manufacturing, Warehousing and Offices		102,000	Owned	N/A
			34,000	Leased	March 2010
Fuquay-Varina, NC	Manufacturing, Warehousing and Offices		131,000	Owned	N/A
Smithville, TN	Manufacturing, Warehousing and Offices		190,000	Owned	N/A
Carrollton, TX	Manufacturing, Warehousing and Offices		110,100	Leased	September 2012/
					November 2012
Burlington, VT	Manufacturing, Warehousing and Offices		140,000	Owned	N/A
Lodi, WI	Manufacturing, Warehousing and Offices		112,000	Owned	N/A
Quebec City, Canada	Manufacturing, Warehousing and Offices		36,000	Owned	N/A
Shanghai, China	Manufacturing, Warehousing and Offices		37,500	Leased	July 2012
Randers, Denmark	Manufacturing, Warehousing and Offices		50,100	Owned	N/A
Scandicco, Italy	Manufacturing, Warehousing and Offices		106,350	Leased	March 2014
Laguna, the Philippines	Manufacturing, Warehousing and Offices		54,000	Owned	N/A

At various other locations the company leases small amounts of office space for administrative and sales functions, and in certain instances limited short-term inventory storage. These locations are in China, Mexico, Spain, Sweden, Taiwan and the United Kingdom.

Management believes that these facilities are adequate for the operation of the company's business as presently conducted.

The company also has a leased manufacturing facility in Quakertown, Pennsylvania, which was exited as part of the company's manufacturing consolidation efforts. This lease extends through June 2015. Additionally, the company has a leased manufacturing facility in Verdi, Nevada, which was exited as part of the company’s consolidation efforts. This lease extends through June 2012.

Item 3. Legal Proceedings

The company is routinely involved in litigation incidental to its business, including product liability claims, which are partially covered by insurance or in certain cases by indemnification provisions under purchase agreements for recently acquired companies. Such routine claims are vigorously contested and management does not believe that the outcome of any such pending litigation will have a material adverse effect upon the financial condition, results of operations or cash flows of the company.

Item 4. Reserved

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Principal Market

The company's Common Stock trades on the Nasdaq Global Market under the symbol "MIDD". The following table sets forth, for the periods indicated, the high and low closing sale prices per share of Common Stock, as reported by the Nasdaq Global Market.

	Closing Share Price
	High		Low
Fiscal 2009
First quarter		35.65		20.76
Second quarter		49.76		33.75
Third quarter		56.51		39.34
Fourth quarter		53.00		43.67

Fiscal 2008
First quarter		76.62		53.76
Second quarter		67.23		44.52
Third quarter		63.96		39.90
Fourth quarter		54.31		24.80

Shareholders

The company estimates there were approximately 34,005 record holders of the company's common stock as of February 26, 2010.

Dividends

The company does not currently pay cash dividends on its common stock. Any future payment of cash dividends on the company’s common stock will be at the discretion of the company’s Board of Directors and will depend upon the company’s results of operations, earnings, capital requirements, contractual restrictions and other factors deemed relevant by the Board of Directors. The company’s Board of Directors currently intends to retain any future earnings to support its operations and to finance the growth and development of the company’s business and does not intend to declare or pay cash dividends on its common stock for the foreseeable future. In addition, the company’s revolving credit facility limits its ability to declare or pay dividends on its common stock.

Issuer Purchases of Equity Securities

	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
October 4, 2009 to October 31, 2009		—		—		—		627,332
November 1, 2009 to November 28, 2009		—		—		—		627,332
November 29, 2009 to January 2, 2010		—		—		—		627,332
Quarter ended January 2, 2010		—		—		—		627,332

In July 1998, the company's Board of Directors adopted a stock repurchase program and subsequently authorized the purchase of up to 1,800,000 common shares in open market purchases. As of January 2, 2010, 1,172,668 shares had been purchased under the 1998 stock repurchase program.

In May 2007, the company’s Board of Directors approved a two-for-one stock split of the company’s common stock in the form of a stock dividend. The stock split was paid to shareholders of record as of June 1, 2007. The company’s stock began trading on a stock-adjusted basis on June 18, 2007. The stock split effectively doubled the number of shares outstanding at June 15, 2007.

At January 2, 2010, the company had a total of 4,069,913 shares in treasury amounting to $102.0 million.

Item 6. Selected Financial Data

(amounts in thousands, except per share data)

Fiscal Year Ended(1)(2)

	2009		2008		2007			2006		2005
Income Statement Data:
Net sales	$	646,629	$	651,888	$	500,472		$	403,131	$	316,668
Cost of sales		396,001		403,746		308,107			246,254		195,015

Gross profit		250,628		248,142		192,365			156,877		121,653
Selling and distribution expenses		64,239		63,593		50,769			40,371		33,772
General and administrative expenses		74,948		64,931		48,663			39,605		29,909

Income from operations		111,441		119,618		92,933			76,901		57,972
Interest expense and deferred financing amortization, net		11,594		12,982		5,855			6,932		6,437
Debt extinguishment expenses		—		—		481			—		—
Loss (gain) on financing derivatives		—		—		314			—		—
Other expense (income), net		121		2,414		(1,696	)		161		137

Earnings before income taxes		99,726		104,222		87,979			69,808		51,398
Provision for income taxes		38,570		40,321		35,365			27,431		19,220
Net earnings	$	61,156	$	63,901	$	52,614		$	42,377	$	32,178

Net earnings per share:
Basic	$	3.47	$	4.00	$	3.35		$	2.77	$	2.14
Diluted	$	3.29	$	3.75	$	3.11		$	2.57	$	1.99

Weighted average number of shares outstanding:
Basic		17,605		15,978		15,694			15,286		15,028
Diluted		18,575		17,030		16,938			16,518		16,186

Balance Sheet Data:
Working capital	$	70,670	$	68,198	$	61,573		$	11,512	$	7,590
Total assets		816,346		654,498		413,647			288,323		267,219
Total debt		275,641		234,700		96,197			82,802		121,595
Stockholders' equity		342,655		227,960		182,912			100,573		48,500

(1)	The company's fiscal year ends on the Saturday nearest to December 31.

(2)	The prior years’ net earnings per share, the number of shares and cash dividends declared have been adjusted to reflect the company’s stock split that occurred on June 15, 2007.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Special Note Regarding Forward-Looking Statements

This report contains "forward-looking statements" subject to the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which could cause the company's actual results, performance or outcomes to differ materially from those expressed or implied in the forward-looking statements. The following are some of the important factors that could cause the company's actual results, performance or outcomes to differ materially from those discussed in the forward-looking statements:

changing market conditions;

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;

risks associated with the company's foreign operations, including market acceptance and demand for the company's products and the company's ability to manage the risk associated with the exposure to foreign currency exchange rate fluctuations;

the company's ability to protect its trademarks, copyrights and other intellectual property;

the impact of competitive products and pricing;

the timely development and market acceptance of the company's products; and

the availability and cost of raw materials.

The company cautions readers to carefully consider the statements set forth in the section entitled "Item 1A Risk Factors" of this filing and discussion of risks included in the company's Securities and Exchange Commission filings.

NET SALES SUMMARY

(dollars in thousands)

Fiscal Year Ended(1)
	2009						2008						2007
	Sales			Percent			Sales			Percent			Sales			Percent

Business Divisions:

Commercial Foodservice	$	558,677			86.4	%	$	547,351			84.0	%	$	403,735			80.7	%

Food Processing		65,925			10.2			78,510			12.0			70,467			14.1

International Distribution Division (2)		52,772			8.2			62,427			9.6			62,476			12.5

Intercompany sales (3)		(30,745	)		(4.8	)		(36,400	)		(5.6	)		(36,206	)		(7.3	)
Total	$	646,629			100.0	%	$	651,888			100.0	%	$	500,472			100.0	%

(1)	The company's fiscal year ends on the Saturday nearest to December 31.

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

(3)	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 items in the consolidated statements of earnings as a percentage of net sales for the periods presented:

	Fiscal Year Ended(1)
	2009			2008			2007

Net sales		100.0	%		100.0	%		100.0	%
Cost of sales		61.2			61.9			61.6
Gross profit		38.8			38.1			38.4
Selling, general and administrative expenses		21.6			19.8			19.8
Income from operations		17.2			18.3			18.6
Interest expense and deferred financing amortization, net		1.8			2.0			1.2

Debt extinguishment expenses		—			—			0.1
Loss on financing derivatives		—			—			—
Other expense (income), net		—			0.4			(0.3	)
Earnings before income taxes		15.4			15.9			17.6
Provision for income taxes		5.9			6.1			7.1
Net earnings		9.5	%		9.8	%		10.5	%

(1)	The company's fiscal year ends on the Saturday nearest to December 31.

Fiscal Year Ended January 2, 2010 as Compared to January 3, 2009

Net sales. Net sales in fiscal 2009 decreased by $5.3 million or 0.8% to $646.6 million as compared to $651.9 million in fiscal 2008. The decline in net sales was net of an increase of $89.7 million or 13.8% attributable to acquisition growth, resulting from the fiscal 2008 acquisitions of Giga and Frifri and the fiscal 2009 acquisitions of TurboChef, CookTek, Anets and Doyon. Excluding acquisitions, net sales decreased $95.0 million or 14.6% from the prior year. Sales of both the Commercial Foodservice Equipment Group and the Food Processing Equipment Group were affected by the economic slowdown which has affected the commercial foodservice and food processing equipment customer purchases.

Net sales of the Commercial Foodservice Equipment Group increased by $11.3 million or 2.1% to $558.7 million in 2009 as compared to $547.4 million in fiscal 2008. Net sales from the acquisitions of Giga, Frifri, TurboChef, CookTek, Anets and Doyon which were acquired on April 22, 2008, April 23, 2008, April 27, 2009, April 30, 2009 and December 14, 2009 respectively, accounted for an increase of $89.8 million during the fiscal year 2009. Excluding the impact of acquisitions, net sales of commercial foodservice equipment decreased $95.0 million or 14.6% as compared to the prior year, primarily as a result of economic slowdown.

Net sales for the Food Processing Equipment Group were $65.9 million as compared to $78.5 million in fiscal 2008. Food processing equipment purchases are generally cyclical and are impacted by global economic conditions. Food processors reduced capital expenditures and deferred purchasing decisions in 2009, due in large part to global economic conditions.

Net sales for the International Distribution Division decreased by $9.6 million to $52.8 million, as compared to $62.4 million in the prior year. International sales declined as a result of the global recession. Difficult economic conditions in Europe resulted in lower equipment purchases from foodservice operators. New restaurant growth in emerging markets such as China, India and Latin America were affected as the global restaurant chains reduced store openings in the short-term in response to the economic conditions.

The company records an elimination of its sales from the Commercial Foodservice Group to the International Distribution Division. This sales elimination decreased by $5.7 million to $30.7 million reflecting the decrease in purchases of equipment by the International Distribution Division from the Commercial Foodservice Equipment Group.

Gross profit. Gross profit increased by $2.5 million to $250.6 million in fiscal 2009 from $248.1 million in 2008. The gross margin rate increased from 38.1% in 2008 to 38.8% in 2009. 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 including costs savings from plant consolidations

Reduced material costs associated with steel prices and other supply chain initiatives

The adverse impact of lower sales volumes

Selling, general and administrative expenses. Combined selling, general, and administrative expenses increased by $10.7 million to $139.2 million in 2009 from $128.5 million in 2008. As a percentage of net sales, operating expenses amounted to 21.6% in 2009 as compared to 19.8% in 2008.

Selling expenses increased $0.6 million to $64.2 million from $63.6 million, reflecting an increase of $8.6 million associated with the newly acquired Giga, Frifri, TurboChef, CookTek, Anets and Doyon operations offset by $6.8 million in reduced commissions resulting from the slowdown in sales.

General and administrative expenses increased $10.0 million to $74.9 million from $64.9 million, reflecting an increase of $10.4 million associated with the newly acquired Giga, Frifri, TurboChef, CookTek, Anets and Doyon operations offset by reduced incentive compensation expense. General and administrative expenses also included non-recurring expense of $5.1 million associated with the closure and consolidation of a production facility in Verdi, Nevada which had produced products under the Wells and Bloomfield brands.

Income from operations. Income from operations decreased $3.6 million to $111.4 million in fiscal 2009 from $119.6 million in fiscal 2008. The decrease in operating income resulted from the higher operating expenses related to the newly acquired companies and non-recurring charges associated with the facility consolidation. Operating income as a percentage of net sales declined from 18.3% in 2008 to 17.2% in 2009.

Non-operating expenses. Non-operating expenses decreased $3.7 million to $11.7 million in 2009 from $15.4 million in 2008. Net interest expense decreased $1.4 million from $13.0 million in 2008 to $11.6 million in 2009 as a result of lower borrowing costs resulting from the decline in interest rates in 2009. Other expense decreased $2.3 million from $2.4 million in 2008 to $0.1 million in 2009 and consisted primarily of foreign exchange gains and losses.

Income taxes. A tax provision of $38.6 million, at an effective rate of 38.7%, was recorded for 2009 as compared to $40.3 million at a 38.7% effective rate in 2008.

Fiscal Year Ended January 3, 2009 as Compared to December 29, 2007

Net sales. Net sales in fiscal 2008 increased by $151.4 million or 30.3% to $651.9 million as compared to $500.5 million in fiscal 2007. The net sales increase included $174.4 million or 21.8% attributable to acquisition growth, resulting from the fiscal 2007 acquisitions of Jade, Carter-Hoffmann, MP Equipment and Wells Bloomfield, the fiscal 2008 acquisitions of Star, Giga and Frifri. Excluding acquisitions, net sales decreased $23.0 million or 4.6% from the prior year, as a result of the economic slowdown that occurred late in the third quarter of 2008. Sales of both the Commercial Foodservice Equipment Group and the Food Processing Equipment Group were affected by the economic slowdown which began in early 2008 and worsened in the third quarter of 2008. The difficult economic conditions are expected to continue in 2009 as food processors and restaurant operators have reduced spending on capital equipment.

Net sales of the Commercial Foodservice Equipment Group increased by $143.6 million or 35.6% to $547.4 million in 2008 as compared to $403.7 million in fiscal 2007. Net sales from the acquisitions of Jade, Carter-Hoffmann, Wells Bloomfield, Star, Giga and Frifri which were acquired on April 1, 2007, June 28, 2007, August 3, 2007, December 31, 2007, April 22, 2008 and April 23, 2008, respectively, accounted for an increase of $154.5 million during the fiscal year 2008. Excluding the impact of acquisitions, net sales of commercial foodservice equipment decreased $10.0 million or 1.8% as compared to the prior year, primarily as a result of the economic slowdown.

Net sales for the Food Processing Equipment Group were $78.5 million as compared to $70.5 million in fiscal 2007. Net sales of MP Equipment, which was acquired on July 2, 2007, accounted for an increase of $19.9 million. Excluding the impact of acquisitions, net sales of food processing equipment decreased $11.9 million or 16.9% as compared to the prior year, due to a slowdown in purchase orders from food processing customers who reduced their capital expenditures during the year. Food processing equipment purchases are generally cyclical and are impacted by global economic conditions.

Net sales for the International Distribution Division decreased slightly by $0.1 million to $62.4 million, as compared to $62.5 million in the prior year. The net sales decrease reflects a $3.9 million decrease in Europe offset by a $1.2 million increase in Asia and a $2.5 million increase in Latin America resulting from expansion of the U.S. chains and increased business with local restaurant chains in the region.

The company records an elimination of its sales from the Commercial Foodservice Group to the International Distribution Division. This sales elimination increased by $0.2 million to $36.4 million reflecting the increase in purchases of equipment by the International Distribution Division from the Commercial Foodservice Equipment Group due to increased products distributed from recently acquired companies.

Gross profit. Gross profit increased by $55.8 million to $248.1 million in fiscal 2008 from $192.4 million in 2007, reflecting the impact of higher sales volumes. The gross margin rate decreased from 38.4% in 2007 to 38.1% in 2008. The net decrease in the gross margin rate reflects:

The adverse impact of steel costs which have risen significantly from the prior year.

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.

Selling, general and administrative expenses. Combined selling, general, and administrative expenses increased by $29.1 million to $128.5 million in 2008 from $99.4 million in 2007. As a percentage of net sales, operating expenses amounted to 19.8% in both 2008 and 2007.

Selling expenses increased $12.8 million to $63.6 million from $50.8 million, reflecting an increase of $16.4 million associated with the newly acquired Jade, Carter-Hoffmann, MP Equipment, Wells Bloomfield, Star, Giga and Frifri operations offset by $2.5 million in reduced commissions resulting from the slowdown in sales.

General and administrative expenses increased $16.2 million to $64.9 million from $48.7 million, reflecting an increase of $13.1 million associated with the newly acquired Jade, Carter-Hoffmann, MP Equipment, Wells Bloomfield, Star, Giga and Frifri operations. General and administrative expenses also includes $3.6 million in increased expense associated with non-cash share-based compensation.

Income from operations. Income from operations increased $26.7 million to $119.6 million in fiscal 2008 from $92.9 million in fiscal 2007. The increase in operating income resulted from the increase in net sales and gross profit resulting from the acquisitions. Operating income as a percentage of net sales declined from 18.6% in 2007 to 18.3% in 2008. The reduction in operating income percentage reflects lower gross margins, which were impacted by higher steel costs.

Non-operating expenses. Non-operating expenses increased $10.4 million to $15.4 million in 2008 from $5.0 million in 2007. Net interest expense increased $6.6 million from $6.4 million in 2007 to $13.0 million in 2008 as a result of increased borrowings to finance acquisitions. The company recorded $2.4 million of other expense in 2008, which included foreign exchange losses of $1.9 million that resulted from the strengthening of the U.S. Dollar against currencies at most of the company’s foreign operations.

Income taxes. A tax provision of $40.3 million, at an effective rate of 38.7%, was recorded for 2008 as compared to $35.4 million at a 40.2% effective rate in 2007. The reduced effective rate reflects lower state income taxes at certain of the newly acquired companies due to their location in a more favorable tax jurisdiction. The company also received increased U.S. federal tax deductions related to domestic manufacturing activities.

Financial Condition and Liquidity

Total cash and cash equivalents increased by $2.2 million to $8.4 million at January 2, 2010 from $6.2 million at January 3, 2009. Net borrowings increased to $275.6 million at January 2, 2010 from $234.7 million at January 3, 2009.

Operating activities. Net cash provided by operating activities after changes in assets and liabilities amounted to $100.8 million as compared to $85.3 million in the prior year.

Adjustments to reconcile 2009 net earnings to operating cash flows included $6.3 million of depreciation and $9.6 million of amortization, $10.7 million of non-cash stock compensation expense and $11.1 million of deferred tax provision.

The changes in working capital included: a $23.1 million decrease in accounts receivable as a result of reduced sales volumes; a $17.3 million decrease in inventories, resulting from lower sales volumes, reductions in inventory resulting from plant consolidations and the depletion of inventory associated with a large order for a major chain customer in the first quarter of 2009; and a $4.6 million decrease in accounts payable as a result of reduced purchasing volumes. Prepaid and other assets increased $8.7 million. Accrued expenses and other liabilities increased by $25.2 million as a result of increased liabilities associated with plant consolidation initiatives and deferred payments relating to acquisitions completed in 2009.

Investing activities. During 2009, net cash used for investing activities amounted to $139.0 million. This included $133.3 million of acquisition related investments, which included $116.1 million paid in connection with the acquisition of TurboChef, $8.0 million paid in connection with the acquisition of CookTek, $3.4 million paid in connection with the acquisition of Anets, $5.8 million paid in connection with the acquisition of Doyon. Additional investing activities included $5.7 million of additions and upgrades of production equipment, manufacturing facilities and training equipment.

Financing activities. Net cash flows from financing activities amounted to $39.2 million in 2009. The company’s borrowing activities under debt agreements included $39.6 million of borrowings under its senior secured revolving credit facility and $0.3 million in repayments of foreign loans. The net borrowings, along with cash generated from operating activities, were utilized to fund acquisition activities and capital expenditures.

The company’s financing activities are primarily funded from borrowings under its senior secured revolving credit facility that matures in December 2012. This facility was amended in August 2008 to provide for the acquisition of TurboChef Technologies, Inc. and increase the total amount of borrowing availability to $497.5 million. Total outstanding borrowings under this facility amounted to $265.9 million at January 2, 2010. The company also has borrowing facilities in Denmark and Italy to fund local operating activities. Borrowings under these foreign facilities are denominated in local currency and amounted to $9.7 million at January 2, 2010.

At January 2, 2010, 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.

Contractual Obligations

The company's contractual cash payment obligations are set forth below (dollars in thousands):

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

Less than 1 year	$	3,278	$	7,517	$	4,068	$	746	$	15,609
1-3 years		3,955		266,560		6,788		1,341		278,644
4-5 years		1,751		1,564		2,477		768		6,560
After 5 years		—		—		266		244		510

	$	8,984	$	275,641	$	13,599	$	3,099	$	301,323

Idle facility lease consists of obligations for two manufacturing locations that were exited in conjunction with the company's manufacturing consolidation efforts. These lease obligations continues through June 2015. These obligations presented above do not reflect anticipated sublease income from the facilities.

As indicated in Note 11 to the consolidated financial statements, the company’s projected benefit obligation under its defined benefit plans exceeded the plans’ assets by $10.4 million at the end of 2009 as compared to $9.5 million at the end of 2008. The unfunded benefit obligations were comprised of a $3.3 million underfunding of the company’s Smithville plan, which was acquired as part of the Star acquisition, $1.0 million underfunding of the company's union plan and $6.1 million underfunding of the company's director plans. The company does not expect to contribute to the director plans in 2010. The company made minimum contributions required by the Employee Retirement Income Security Act of 1974 (“ERISA”) of $0.3 million in 2009 and 2008 to the company’s Smithville plan and $0.1 million in 2008 and 2007 to the company's union plan. The company expects to continue to make minimum contributions to the Smithville plan as required by ERISA, which are expected to be $0.3 million in 2010.

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 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 are not determinable.

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

Related Party Transactions

From January 4, 2009 through the date hereof, there were no transactions between the company, its directors and executive officers that are required to be disclosed pursuant to Item 404 of Regulation S-K, promulgated under the Securities and Exchange Act of 1934, as amended.

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 American Institute of Certified Public Accountants 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. As part of the company's calculation of the provision for taxes, the company establishes reserves for the amount that it expects to incur as a result of audits. The reserves may change in the future due to new developments related to the various tax matters.

New Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued ASC 805, “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 ASC 805 was not permitted. The company adopted this statement on January 5, 2009, including the acquisition of TurboChef. Accordingly, the company has applied the principles of ASC 805 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. Upon adoption of the new standard guidance, the company recorded a charge to retained earnings of $4.6 million.

In December 2007, the FASB issued ASC 810-10, “Consolidation”. This statement establishes 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. The adoption of ASC 810-10 “Consolidation” did not have a material impact on the company’s financial position, results of operations or cash flows.

In December 2008, the FASB issued ASC 715-20 “Compensation-Retirement Benefits.” This statement requires disclosures about assets held in an employer’s defined benefit pension or other postretirement plan. This statement requires the disclosure of 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 requires disclosure of the level within the fair value hierarchy in which each major category of plan assets falls, using the guidance in ASC 820, “Fair Value Measurements and Disclosures.” This statement is applicable to employers that are subject to the disclosure requirements and is generally effective for fiscal years ending after December 15, 2009. The adoption of ASC 715-20 “Compensation-Retirement Benefits” did not have a material impact on the company’s financial position, results of operations or cash flows.

Certain Risk Factors That May Affect Future Results

An investment in shares of the company's common stock involves risks. The company believes the risks and uncertainties described in "Item 1A Risk Factors" and in "Special Note Regarding Forward-Looking Statements" are the material risks it faces. Additional risks and uncertainties not currently known to the company or that it currently deems immaterial may impair its business operations. If any of the risks identified in "Item 1A. Risk Factors" actually occurs, the company's business, results of operations and financial condition could be materially adversely affected, and the trading price of the company's common stock could decline.

Item 7A. Quantitative and Qualitative Disclosure about Market Risk

Interest Rate Risk

The company is exposed to market risk related to changes in interest rates. The following table summarizes the maturity of the company's debt obligations:

	Fixed Rate Debt		Variable Rate Debt
	(dollars in thousands)

2010	$	—	$	7,517
2011		—		355
2012		—		266,205
2013		—		290
2014 and thereafter		—		1,274
	$	—	$	275,641

Terms of the company’s senior credit agreement provide for $497.8 million of availability under a revolving credit line. As of January 2, 2010, the company had $265.9 million of borrowings outstanding under this facility. The company also has $7.8 million in outstanding letters of credit, which reduces the borrowing availability under the revolving credit line. Remaining borrowing availability under this facility, which is also reduced by the company’s foreign borrowings, was $214.4 million at January 2, 2010.

At January 2, 2010, borrowings under the senior secured credit facility were assessed at an interest rate at 1.25% above LIBOR for long-term borrowings or at the higher of the Prime rate and the Federal Funds Rate. At January 2, 2010 the average interest rate on the senior debt amounted to 1.56%. The interest rates on borrowings under the senior bank facility may be adjusted quarterly based on the company’s defined indebtedness ratio on a rolling four-quarter basis. Additionally, a commitment fee, based upon the indebtedness ratio is charged on the unused portion of the revolving credit line. This variable commitment fee amounted to 0.20% as of January 2, 2010.

In August 2006, the company completed its acquisition of Houno A/S in Denmark. This acquisition was funded in part with locally established debt facilities with borrowings in Danish Krone. On January 2, 2010 these facilities amounted to $3.2 million in U.S. dollars, including $1.2 million outstanding under a revolving credit facility and $2.0 million of a term loan. The interest rate on the revolving credit facility is assessed at 1.25% above Euro LIBOR, which amounted to 4.15% on January 2, 2010. The term loan matures in 2013 and the interest rate is assessed at 5.46%.

In April 2008, the company completed its acquisition of Giga Grandi Cucine S.r.l. in Italy. This acquisition was funded in part with locally established debt facilities with borrowings denominated in Euro. On January 2, 2010, these facilities amounted to $5.1 million in U.S. dollars. The interest rate on the credit facilities is tied to six-month Euro LIBOR. The facilities mature in April of 2015.

In December 2009, the company completed its acquisition of Doyon in Canada. This acquisition was funded in part with locally established debt facilities with borrowings denominated in Canadian Dollars. On January 2, 2010 these facilities amounted to $1.4 million in U.S. dollars. The borrowings under these facilities are collateralized by the assets of the company. The interest rate on these credit facilities is assessed at 0.75% above the prime rate. At January 2, 2010, the average interest rate on these facilities amounted to 3.0% and 3.7%. These facilities mature in 2010.

The company has historically entered into interest rate swap agreements to effectively fix the interest rate on its outstanding debt. The agreements swap one-month LIBOR for fixed rates. As of January 2, 2010, the company had the following interest rate swaps in effect.

	Fixed
Notional	Interest			Effective	Maturity
Amount	Rate			Date	Date

15,000,000		1.220	%	11/23/09	11/23/11
20,000,000		1.800	%	11/23/09	11/23/12
25,000,000		3.670	%	09/26/08	09/23/11
10,000,000		2.920	%	02/01/08	02/01/10
10,000,000		3.460	%	09/08/08	09/06/11
15,000,000		3.130	%	09/08/08	09/06/10
10,000,000		3.032	%	02/06/08	02/06/11
10,000,000		2.785	%	02/06/08	02/06/10
10,000,000		3.590	%	06/10/08	06/10/11
20,000,000		3.350	%	06/10/08	06/10/10
25,000,000		3.350	%	01/14/08	01/14/10

The terms of the senior secured credit facility limit the paying of dividends, capital expenditures and leases and require, among other things, certain ratios of indebtedness of 3.5 debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”) and fixed charge coverage of 1.25 EBITDA to fixed charges. The credit agreement also provides that if a material adverse change in the company’s business operations or conditions occurs, the lender could declare an event of default. Under terms of the agreement a material adverse effect is defined as (a) a material adverse change in, or a material adverse effect upon, the operations, business properties, condition (financial and otherwise) or prospects of the company and its subsidiaries taken as a whole; (b) a material impairment of the ability of the company to perform under the loan agreements and to avoid any event of default; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the company of any loan document. A material adverse effect is determined on a subjective basis by the company's creditors. The credit facility is secured by the capital stock of the company’s domestic subsidiaries, 65% of the capital stock of the company’s foreign subsidiaries and substantially all other assets of the company. At January 2, 2010, the company was in compliance with all covenants pursuant to its borrowing agreements.

Financing Derivative Instruments

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 January 2, 2010, the fair value of these instruments was a loss of $3.0 million. The change in fair value of these swap agreements in fiscal 2009 was a loss of $1.8 million, net of taxes.

A summary of the company’s interest rate swaps is as follows:

		Fixed								Changes
Notional		Interest			Effective	Maturity	Fair Value			In Fair Value
Amount		Rate			Date	Date	Jan 2, 2010			(net of taxes)

$	15,000,000		1.220	%	11/23/09	11/23/11	$	4,000		$	3,000
20,000,000			1.800	%	11/23/09	11/23/12		50,000			30,000
25,000,000			3.670	%	09/26/08	09/23/11		(1,124,000	)		(675,000	)
10,000,000			2.920	%	02/01/08	02/01/10		(46,000	)		(28,000	)
10,000,000			3.460	%	09/08/08	09/06/11		(423,000	)		(254,000	)
15,000,000			3.130	%	09/08/08	09/06/10		(313,000	)		(188,000	)
10,000,000			3.032	%	02/06/08	02/06/11		(282,000	)		(169,000	)
10,000,000			2.785	%	02/06/08	02/06/10		(45,000	)		(27,000	)
10,000,000			3.590	%	06/10/08	06/10/11		(410,000	)		(246,000	)
20,000,000			3.350	%	06/10/08	06/10/10		(310,000	)		(186,000	)
25,000,000			3.350	%	01/14/08	01/14/10		(67,000	)		(40,000	)

$	170,000,000						$	(2,966,000	)	$	(1,780,000	)

Foreign Exchange Derivative Financial Instruments

The company uses derivative financial instruments, principally foreign currency forward purchase and sale contracts with terms of less than one year, 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 company accounts for its derivative financial instruments in accordance with ASC 815, "Derivative and Hedging." In accordance with ASC 815, as amended, these instruments are recognized on the balance sheet as either an asset or a liability measured at fair value. Changes in the market value and the related foreign exchange gains and losses are recorded in the statement of earnings.

Item 8. Financial Statements and Supplementary Data

		Page

Report of Independent Registered Public Accounting Firm		37

Consolidated Balance Sheets		39
Consolidated Statements of Earnings		40
Consolidated Statements of Changes in Stockholders’ Equity		41
Consolidated Statements of Cash Flows		42
Notes to Consolidated Financial Statements		43

The following consolidated financial statement schedule is included in response to Item 15

Schedule II - Valuation and Qualifying Accounts and Reserves		79

All other schedules for which provision is made to applicable regulation of the Securities and Exchange Commission are not required under the related instruction or are inapplicable and, therefore, have been omitted.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

The Middleby Corporation:

We have audited the accompanying consolidated balance sheets of The Middleby Corporation and subsidiaries (the "Company") as of January 2, 2010 and January 3, 2009, and the related consolidated statements of earnings, changes in stockholders' equity, and cash flows for each of the three years in the period ended January 2, 2010. Our audits also included the financial statement schedule listed in the Index at Item 8. We also have audited the Company's internal control over financial reporting as of January 2, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and financial statement schedule and an opinion on the Company's internal control over financial reporting based on our audits.

As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at TurboChef Technologies, Inc., CookTek Induction Systems LLC, Anetsberger LLC, and Doyon Equipment Inc., which were acquired on Janaury 5, 2009, April 27, 2009, April 30, 2009 and December 14, 2009, respectively. These acquisitions constitute 24.6% of total assets, 25.9% of net assets,13.2% of net sales, and 15.9% of net income of the consolidated financial statements of the Company as of, and for the year ended, January 2, 2010. Accordingly, our audit did not include the internal control over financial reporting at TurboChef Technologies Inc., CookTek Induction Systems LLC, Anetsberger LLC and Doyon Equipment Inc.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of The Middleby Corporation and subsidiaries as of January 2, 2010 and January 3, 2009, and the results of their operations and their cash flows for each of the three years in the period ended January 2, 2010, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 2, 2010, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As discussed in Note 3, on January 4, 2009, the Company adopted ASC 805 Business Combinations.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois

March 3, 2010

THE MIDDLEBY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

JANUARY 2, 2010 AND JANUARY 3, 2009

(amounts in thousands, except share data)

	2009			2008
ASSETS
Current assets:
Cash and cash equivalents	$	8,363		$	6,144
Accounts receivable, net		78,897			85,969
Inventories, net		90,640			91,551
Prepaid expenses and other		9,914			7,646
Prepaid taxes		5,873			—
Current deferred taxes		23,339			18,387
Total current assets		217,026			209,697
Property, plant and equipment, net		47,340			44,757
Goodwill		358,506			266,663
Other intangibles		189,572			125,501
Other assets		3,902			7,880
Total assets	$	816,346			654,498

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt	$	7,517		$	6,377
Accounts payable		38,580			32,543
Accrued expenses		100,259			102,579
Total current liabilities		146,356			141,499
Long-term debt		268,124			228,323
Long-term deferred tax liability		14,187			33,687
Other non-current liabilities		45,024			23,029
Stockholders' equity:
Preferred stock, $0.01 par value; none issued		—			—
Common stock, $0.01 par value, 22,622,650 and 21,068,556 shares issued in 2009 and 2008, respectively		136			120
Paid-in capital		162,001			107,305
Treasury stock at cost; 4,069,913 shares in 2009 and 2008, respectively		(102,000	)		(102,000	)
Retained earnings		287,387			230,797
Accumulated other comprehensive (loss) income		(4,869	)		(8,262	)
Total stockholders' equity		342,655			227,960
Total liabilities and stockholders' equity	$	816,346		$	654,498

The accompanying Notes to Consolidated Financial Statements

are an integral part of these consolidated financial statements.

THE MIDDLEBY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

FOR THE FISCAL YEARS ENDED JANUARY 2, 2010, JANUARY 3, 2009

AND DECEMBER 29, 2007

(amounts in thousands, except per share data)

	2009		2008		2007

Net sales	$	646,629	$	651,888	$	500,472
Cost of sales		396,001		403,746		308,107
Gross profit		250,628		248,142		192,365
Selling and distribution expenses		64,239		63,593		50,769
General and administrative expenses		74,948		64,931		48,663
Income from operations		111,441		119,618		92,933
Interest expense and deferred financing amortization, net		11,594		12,982		5,855
Write-off of unamortized deferred financing costs		—		—		481
Loss on financing derivatives		—		—		314
Other expense (income), net		121		2,414		(1,696	)
Earnings before income taxes		99,726		104,222		87,979
Provision for income taxes		38,570		40,321		35,365
Net earnings	$	61,156	$	63,901	$	52,614

Net earnings per share:
Basic	$	3.47	$	4.00	$	3.35
Diluted	$	3.29	$	3.75	$	3.11

Weighted average number of shares
Basic		17,605		15,978		15,694
Dilutive common stock equivalents		970		1,052		1,244
Diluted		18,575		17,030		16,938

The accompanying Notes to Consolidated Financial Statements

are an integral part of these consolidated financial statements.

THE MIDDLEBY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE FISCAL YEARS ENDED JANUARY 2, 2010 JANUARY 3, 2009

AND DECEMBER 29, 2007

(amounts in thousands)

										Accumulated
										Other		Total
	Common		Paid-in		Treasury			Retained		Comprehensive		Stockholders'
	Stock		Capital		Stock			Earnings		Income		Equity
Balance, January 1, 2007	$	117	$	73,743	$	(89,641	)	$	115,917	$	437	$	100,573
Comprehensive income:

MIDDLEBY CORP - FORM 10-K - March 3, 2010

Attached files