**UNITED
        STATES**
 
 **SECURITIES
        AND EXCHANGE COMMISSION**
 
 **Washington,
        D.C. 20549**
 
 **FORM
        10-Q/A**
 **Amendment
        1**
 
 
 (Mark
        One)
 x Quarterly
        Report
        Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
        1934
 
 **For
        the quarterly period ended March 29, 2008**
 
 or
 o 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
                (I.R.S.
                    Employer Identification No.)Incorporation
                    or Organization)**1400
                    Toastmaster Drive, Elgin,
                    Illinois**
                **60120**(Address
                    of Principal Executive
                    Offices)
                (Zip
                    Code)
  Registrant's
        Telephone No., including Area Code  **(847)
        741-3300**
 
 Indicate
        by check mark whether the Registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
        the
        preceding 12 months (or for such shorter period that the Registrant was required
        to file such reports) and (2) has been subject to such filing requirements
        for
        the past 90 days.
 Yes ý  No o
 
 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 ý  Accelerated
        filer o  Non-accelerated
        filer o   Smaller
        reporting company o
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).  Yes o  No ý
 
 
 As
        of May
        2, 2008, there were 16,960,896 shares of the registrant's common stock
        outstanding.
 
 
  Explanatory
        Note
 
 This
        Amendment No. 1 to the company’s Quarterly Report on Form 10-Q for the three
        months ended March 29, 2008, is being filed to reflect the restatement of
        the
        company’s condensed consolidated balance sheet as of March 29, 2008. As
        discussed in Note 2 to the condensed consolidated financial statements,
        subsequent to the issuance the company’s condensed consolidated financials
        statements for the three month period ended March 29, 2008, the company
        determined that purchase accounting methodology had been misapplied relative
        to
        the calculation of deferred tax assets and liabilities in conjunction with
        certain of the company’s acquisitions. This restatement has no impact on the
        company’s condensed consolidated statements of earnings or cash
        flows.
 
 For
        the
        convenience of the reader, this Form 10-Q/A sets forth the originally filed
        Form
        10-Q in its entirety. However, the only changes in this Amendment No. 1 on
        Form
        10-Q/A to the original Form 10-Q filed on May 8, 2008 are those caused by
        the
        restatement. This Amendment No. 1 on Form 10-Q/A continues to speak as of
        the
        date of our original Form 10-Q and we have not updated the disclosures to
        speak
        as of a later date or to reflect subsequent results, events or developments.
        Information not affected by the restatement is unchanged and reflects the
        disclosures made at the time of the filing of the original Form 10-Q.
        Accordingly, this Form 10-Q/A should be read in conjunction with our SEC
        filings
        made subsequent to the May 8, 2008 filing of the original Form 10-Q. The
        following items have been amended as a result of the restatement and are
        included in this Amendment No. 1 on Form 10-Q/A:
 
 •
Part
        I—Item 1—Condensed Consolidated Financial Statements
 
 •
Part
        II—Item 6—Exhibits
 
 Pursuant
        to the rules of the SEC, Item 6 of Part II has been amended to contain the
        currently dated certifications from our principal executive officer and
        principal financial officer, as required by Sections 302 and 906 of the
        Sarbanes-Oxley Act of 2002. The certifications of our principal executive
        officer and principal financial officer are attached to this Amendment No.
        1 on
        Form 10-Q/A as Exhibits 31.1, 31.2, 32.1 and 32.2 respectively.
 
 
 
 **THE
        MIDDLEBY CORPORATION AND SUBSIDIARIES**
 
 **QUARTER
        ENDED MARCH 29, 2008**
 
 
 INDEX
  DESCRIPTION
                PAGEPART
                    I. FINANCIAL INFORMATIONItem
                    1.
                Condensed
                    Consolidated Financial Statements (unaudited)CONDENSED
                    CONSOLIDATED BALANCE SHEETS (as restated)
                1March
                    29, 2008 and December 29, 2007CONDENSED
                    CONSOLIDATED STATEMENTS OF EARNINGS
                2March
                    29, 2008 and March 31, 2007CONDENSED
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                3March
                    29, 2008 and March 31, 2007NOTES
                    TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                4Item
                    2.
                Management's
                    Discussion and Analysis of Financial Condition and Results of
                    Operations
                22Item
                    3.
                Quantitative
                    and Qualitative Disclosures About Market Risk
                29Item
                    4.
                Controls
                    and Procedures
                32PART
                    II. OTHER INFORMATIONItem
                    1A.
                Risk
                    Factors
                33Item
                    2.
                Unregistered
                    Sales of Equity Securities and Use of Proceeds
                33Item
                    6.
                Exhibits
                33
  2
  **PART
        I. FINANCIAL INFORMATION**
 **Item
        1. Condensed Consolidated Financial Statements**
 
 **THE
        MIDDLEBY CORPORATION AND SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED BALANCE SHEETS**
 **(Amounts
        In Thousands, Except Share Data)**
 **(Unaudited)**
 **ASSETS**
                
                Mar.
                    29, 2008
                
                Dec.
                    29, 2007Current
                    assets:
                
                (as
                    restated)
                
                (as
                    restated)Cash
                    and cash equivalents
                
                $
                5,518
                
                $
                7,463Accounts
                    receivable, net of reserve fordoubtful
                    accounts of $6,443 and $5,818
                
                
                83,928
                
                
                73,090Inventories,
                    net
                
                
                81,513
                
                
                66,438Prepaid
                    expenses and other
                
                
                12,571
                
                
                10,341Prepaid
                    taxes
                
                
                16,159
                
                
                17,986Current
                    deferred taxes
                
                
                10,082
                
                
                11,095Total
                    current assets
                
                
                209,771
                
                
                186,413Property,
                    plant and equipment, net ofaccumulated
                    depreciation of $42,339 and $41,114
                
                
                46,055
                
                
                36,774Goodwill
                
                
                236,187
                
                
                134,800Other
                    intangibles
                
                
                125,821
                
                
                52,581Other
                    assets
                
                
                2,526
                
                
                3,079Total
                    assets
                
                $
                620,360
                
                $
                413,647**LIABILITIES
                    AND STOCKHOLDERS' EQUITY**Current
                    liabilities:Current
                    maturities of long-term debt
                
                $
                2,661
                
                $
                2,683Accounts
                    payable
                
                
                36,904
                
                
                26,576Accrued
                    expenses
                
                
                84,607
                
                
                95,581Total
                    current liabilities
                
                
                124,172
                
                
                124,840Long-term
                    debt
                
                
                269,996
                
                
                93,514Long-term
                    deferred tax liability
                
                
                13,534
                
                
                2,568Other
                    non-current liabilities
                
                
                15,472
                
                
                9,813Stockholders'
                    equity:Preferred
                    stock, $0.01 par value; nonvoting; 2,000,000 shares authorized;
                    none
                    issued
                
                
                --
                
                
                --Common
                    stock, $0.005 par value; 47,500,000 shares authorized; 20,817,536
                    and
                    20,732,836 shares issued in 2008 and 2007, respectively
                
                
                120
                
                
                120Paid-in
                    capital
                
                
                105,947
                
                
                104,782Treasury
                    stock at cost; 3,859,913 and 3,855,044shares
                    in 2008 and 2007, respectively
                
                
                (90,014
                )
                
                (89,641
                )Retained
                    earnings
                
                
                180,077
                
                
                166,896Accumulated
                    other comprehensive income
                
                
                1,056
                
                
                755Total
                    stockholders' equity
                
                
                197,186
                
                
                182,912Total
                    liabilities and stockholders' equity
                
                $
                620,360
                
                $
                413,647
  See
            accompanying notes
 3
  **THE
        MIDDLEBY CORPORATION AND SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF EARNINGS**
 **(In
        Thousands, Except Per Share Data)**
 **(** **Unaudited** **)**
 **Three
                    Months Ended****Mar.
                    29, 2008**
                
                **Mar.
                    31, 2007****Net
                    sales**
                
                **$**
                **160,883**
                
                **$**
                **105,695****Cost
                    of sales**
                
                
                **101,981**
                
                
                **64,590****Gross
                    profit**
                
                
                **58,902**
                
                
                **41,105****Selling
                    and distribution expenses**
                
                
                **16,245**
                
                
                **11,116****General
                    and administrative expenses**
                
                
                **16,641**
                
                
                **11,183****Income
                    from operations**
                
                
                **26,016**
                
                
                **18,806****Interest
                    expense and deferred financing amortization, net**
                
                
                **3,703**
                
                
                **1,244****Other
                    expense (income), net**
                
                
                **387**
                
                
                **(107**
                **)****Earnings
                    before income taxes**
                
                
                **21,926**
                
                
                **17,669****Provision
                    for income taxes**
                
                
                **8,745**
                
                
                **6,949****Net
                    earnings**
                
                **$**
                **13,181**
                
                **$**
                **10,720****Net
                    earnings per share:****Basic**
                
                **$**
                **0.82**
                
                **$**
                **0.69****Diluted**
                
                **$**
                **0.77**
                
                **$**
                **0.64****Weighted
                    average number of shares****Basic**
                
                
                **16,055**
                
                
                **15,510****Dilutive
                    stock options****1**
                
                
                **1,115**
                
                
                **1,230****Diluted**
                
                
                **17,170**
                
                
                **16,740**
  1
              There
                  were no anti-dilutive stock options excluded from common stock
                  equivalents
                  for any period presented.
 
 See
        accompanying notes
  4
  **THE
        MIDDLEBY CORPORATION AND SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS**
 **(In
        Thousands)**
 **(** **Unaudited** **)**
 **Three
                    Months Ended****Mar.
                    29, 2008**
                
                **Mar.
                    31, 2007****Cash
                    flows from operating activities-****Net
                    earnings**
                
                **$**
                **13,181**
                
                **$**
                **10,720****Adjustments
                    to reconcile net earnings to cash****provided
                    by operating activities:****Depreciation
                    and amortization**
                
                
                **3,533**
                
                
                **1,318****Deferred
                    taxes**
                
                
                **2,512**
                
                
                **25****Non-cash
                    share-based compensation**
                
                
                **2,350**
                
                
                **1,322****Unrealized
                    loss on derivative financial instruments**
                
                
                **204**
                
                
                **--****Cash
                    effects of changes in -****Accounts
                    receivable, net**
                
                
                **815**
                
                
                **(2,121**
                **)****Inventories,
                    net**
                
                
                **(1,558**
                **)**
                
                **(4,823**
                **)****Prepaid
                    expenses and other assets**
                
                
                **3,767**
                
                
                **(697**
                **)****Accounts
                    payable**
                
                
                **5,461**
                
                
                **907****Accrued
                    expenses and other liabilities**
                
                
                **(17,702**
                **)**
                
                **(11,086**
                **)****Net
                    cash provided by (used in) operating activities**
                
                
                **12,563**
                
                
                **(4,435**
                **)****Cash
                    flows from investing activities-****Net
                    additions to property and equipment**
                
                
                **(2,124**
                **)**
                
                **(598**
                **)****Acquisition
                    of Star**
                
                
                **(188,068**
                **)**
                
                **--****Net
                    cash (used in) investing activities**
                
                
                **(190,192**
                **)**
                
                **(598**
                **)****Cash
                    flows from financing activities-****Net
                    p****roceeds
                    (repayments) under revolving credit facilities**
                
                
                **176,350**
                
                
                **9,450****Repayments
                    under senior secured bank notes**
                
                
                **--**
                
                
                **(3,750**
                **)****Repayments
                    under foreign bank loan**
                
                
                **(245**
                **)**
                
                **(1,077**
                **)****Debt
                    issuance costs**
                
                
                **(162**
                **)**
                
                **--****Purchase
                    of treasury stock**
                
                
                **(373**
                **)**
                
                **--****Net
                    proceeds from stock issuances**
                
                
                **37**
                
                
                **925****Net
                    cash provided by (used in) financing activities**
                
                
                **175,607**
                
                
                **5,548****Effect
                    of exchange rates on cash****and
                    cash equivalents**
                
                
                **77**
                
                
                **4****Changes
                    in cash and cash equivalents-****Net
                    (decrease) increase in cash and cash equivalents**
                
                
                **(1,945**
                **)**
                
                **519****Cash
                    and cash equivalents at beginning of year**
                
                
                **7,463**
                
                
                **3,534****Cash
                    and cash equivalents at end of quarter**
                
                **$**
                **5,518**
                
                **$**
                **4,053****Supplemental
                    disclosure of cash flow information:****Interest
                    paid**
                
                **$**
                **2,359**
                
                **$**
                **1,038****Income
                    tax payments**
                
                **$**
                **245**
                
                **$**
                **4,411**
 
 See
        accompanying notes
 
 5
  **THE
        MIDDLEBY CORPORATION AND SUBSIDIARIES**
 
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 
 **March
        29, 2008**
 **(** **Unaudited** **)**
 
 **1)**
              **Summary
                  of Significant Accounting
                  Policies**
 
 **A)**  **Basis
        of Presentation**
 
 The
        condensed consolidated financial statements have been prepared by The Middleby
        Corporation (the "company"), pursuant to the rules and regulations of the
        Securities and Exchange Commission. The financial statements are unaudited
        and
        certain information and footnote disclosures normally included in financial
        statements prepared in accordance with accounting principles generally accepted
        in the United States of America have been condensed or omitted pursuant to
        such
        rules and regulations, although the company believes that the disclosures
        are
        adequate to make the information not misleading. These financial statements
        should be read in conjunction with the financial statements and related notes
        contained in the company's 2007 Form 10-K/A.
 
 In
        the
        opinion of management, the financial statements contain all adjustments
        necessary to present fairly the financial position of the company as of March
        29, 2008 and December 29, 2007, and the results of operations for the three
        months ended March 29, 2008 and March 31, 2007 and cash flows for the three
        months ended March 29, 2008 and March 31, 2007.
 
 
 **B)**  **Share-Based
        Compensation**
 
 Share-based
        compensation expense is calculated by estimating the fair value of market
        based
        stock awards and stock options at the time of grant and amortized over the
        stock
        options’ vesting period. Share-based compensation expense was $2.4 million and
        $1.3 million for the first quarter of 2008 and 2007, respectively.
 
 6
  **C)**  **Income
        Tax Contingencies**
 
 In
        July
        2006, the Financial Accounting Standards Board, (“FASB”) issued Interpretation
        No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). This
        interpretation prescribes a comprehensive model for how a company should
        recognize, measure, present and disclose in its financial statements uncertain
        tax positions that the company has taken or expects to take on a tax return.
        FIN
        48 states that a tax benefit from an uncertain tax position may be recognized
        only if it is “more likely than not” that the position is sustainable, based on
        its technical merits. The tax benefit of a qualifying position is the largest
        amount of tax benefit that is greater than 50% likely of being realized upon
        settlement with a taxing authority having full knowledge of all relevant
        information. A tax benefit from an uncertain position was previously recognized
        if it was probable of being sustained. Under FIN 48, the liability for
        unrecognized tax benefits is classified as non-current unless the liability
        is
        expected to be settled in cash within 12 months of the reporting date. FIN
        48 is
        effective as of the beginning of the first fiscal year beginning after December
        15, 2006. The company adopted the provisions of FIN 48 on the first day of
        fiscal 2007 as required.
 
 As
        of
        December 29, 2007, the total amount of liability for unrecognized tax benefits
        related to federal, state and foreign taxes was approximately $7.7 million
        plus
        approximately $1.0 million of accrued interest and $1.3 million of penalties.
        As
        of March 29, 2008, the corresponding balance of liability for unrecognized
        tax
        benefits was approximately $8.0 million plus approximately $1.0 million of
        accrued interest and $1.3 million of penalties. The company recognizes interest
        and penalties accrued related to unrecognized tax benefits in income tax
        expense, which is consistent with reporting in prior periods.
 
 The
        company does not anticipate that total unrecognized tax benefits will
        significantly change due to any settlement of audits and the expiration of
        statute of limitations within the next twelve months.
 
 The
        company operates in multiple taxing jurisdictions; both within the United
        States
        and outside of the United States, and faces audits from various tax authorities.
        The Company remains subject to examination until the statute of limitations
        expires for the respective tax jurisdiction. Within specific countries, the
        company and its operating subsidiaries may be subject to audit by various
        tax
        authorities and may be subject to different statute of limitations expiration
        dates. A summary of the tax years that remain subject to examination in the
        company’s major tax jurisdictions are:
 
 United
                    States - federal
                2005
                    - 2007United
                    States - states
                2001
                    - 2007China
                2006
                    - 2007Denmark
                2006
                    - 2007Mexico
                2006
                    - 2007Philippines
                2004
                    - 2007South
                    Korea
                2004
                    - 2007Spain
                2005
                    - 2007Taiwan
                2005
                    - 2007United
                    Kingdom
                2006
                    - 2007
 
 7
  **D)**  **Fair
        Value Measures**
 
 In
        September 2006, the FASB issued Statement of Financial Accounting Standards
        (“SFAS”) No. 157 “Fair Value Measurements”. This statement defines fair value,
        establishes a framework for measuring fair value in generally accepted
        accounting principles and expands disclosure about fair value measurements.
        This
        statement is effective for interim reporting periods in fiscal years beginning
        after November 15, 2007. The company adopted SFAS No. 157 on December 30,
        2007
        (first day of fiscal year 2008). The adoption of SFAS No. 157 did not have
        a
        material impact on the financial statements.
 
 FASB
        Staff Position No. FAS 157-2, “Effective Date of FASB Statement
        No. 157” delays the effective date of the application of SFAS No. 157
        to fiscal years beginning after November 15, 2008 for all nonfinancial
        assets and nonfinancial liabilities that are recognized or disclosed at fair
        value in the financial statements on a non-recurring basis. The company adopted
        SFAS No. 157 with the exception of the application of the statement to
        non-recurring nonfinancial assets and liabilities. Non-recurring nonfinancial
        assets and nonfinancial liabilities for which the company has not applied
        the
        provisions of SFAS No. 157 primarily include those measured at fair value
        in goodwill and long-lived asset impairment testing, those initially measured
        at
        fair value in a business combination, and nonfinancial liabilities for exit
        or
        disposal activities .
 
 
 SFAS
        No.
        157 defines fair value as the price that would be received for an asset or
        paid
        to transfer a liability (an exit price) in the principal most advantageous
        market for the asset or liability in an orderly transaction between market
        participants on the measurement date. SFAS No. 157 establishes a fair value
        hierarchy, which prioritizes the inputs used in measuring fair value into
        the
        following levels:
 
 Level
        1 -
        Quoted prices in active markets for identical assets or liabilities
 Level
        2 -
        Inputs, other than quoted prices in active markets, that are observable either
        directly or indirectly.
 Level
        3 -
        Unobservable inputs based on our own assumptions.
 
 The
        company’s fiancial assets that are measured at fair value on a recurring basis
        are categorized using the fair value hierarchy at March 29, 2008 are as follows
        (in thousands):
 Fair
                    Value
                
                Fair
                    Value
                
                Fair
                    ValueLevel
                    1
                
                Level
                    2
                
                Level
                    3
                
                TotalFinancial
                    Assets:None
                
                
                --
                
                
                --
                
                
                --
                
                
                --Financial
                    Liabilities:Interest
                    rate swaps
                
                
                --
                
                
                1,353
                
                
                --
                
                
                1,353
 
 In
        February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
        Financial Assets and Financial Liabilities - Including an amendment of FASB
        Statement No. 115. This statement permits entities to choose to measure many
        financial instruments and certain other items at fair value. This statement
        is
        effective for fiscal years beginning after November 15, 2007. The adoption
        of
        SFAS No. 159 did not have a material impact on the financial statements.
        Upon
        adoption, the company has elected not to apply SFAS No. 159 to measure selected
        financial instruments and certain other items; therefore, there was no impact
        to
        the financial statements upon adoption. Subsequent to the initial adoption
        of
        SFAS No. 159, the company has not made any elections during the three months
        ended March 29, 2008.
 
 8
  **2)**
            **Restatement
                Of Previously Issued Financial
                Statements** 
 Subsequent
        to the issuance of the company’s condensed consolidated financial statements for
        the fiscal period ended March 29, 2008, the company determined that purchase
        accounting methodology had been improperly applied as it related to the
        calculation of deferred tax assets and liabilities for certain acquisitions,
        including Nu-Vu Foodservice Systems, Jade Products Company, Carter-Hoffman,
        MP
        Equipment, and Wells Bloomfield. Specifically, in each of these acquisitions,
        the company allocated a portion of the purchase price to deferred tax assets
        to
        reflect the expected tax benefit to be realized from the future amortization
        of
        goodwill deductible for tax purposes.
 
 Upon
        further review of SFAS No. 109 “Accounting
        for Income Taxes” ,
        the
        company determined that the recording of a deferred tax asset was not permitted
        for those portions of goodwill. Accordingly, the company has restated the
        accompanying condensed consolidated balance sheets as of March 29, 2008 and
        December 29, 2007 to correct the deferred tax and goodwill balances previously
        reported in the original Form 10-Q.  These
        misstatements impact the March 29, 2008 and December 29, 2007 balance sheets
        and
        have no impact on the statements of earnings or cash flows.
 
 The
        quantitative impact of the misstatement on the March 29, 2008 and December
        29,
        2007 balance sheet is summarized below (dollar amounts in
        thousands).
 March
                    29, 2008
                
                December
                    29, 2007As
                  Reported
                
                As
                  Restated
                
                As
                  Reported
                
                As
                  RestatedCurrent
                    deferred taxes
                
                $
                15,630
                
                $
                10,082
                
                $
                16,643
                
                $
                11,095Total
                    current assets
                
                $
                215,319
                
                $
                209,771
                
                $
                191,961
                
                $
                186,413Property,
                    plant and equipment, net
                
                $
                45,883
                
                $
                46,055
                
                $
                36,774
                
                $
                36,774Goodwill
                
                $
                211,612
                
                $
                236,187
                
                $
                109,814
                
                $
                134,800Other
                    intangibles
                
                $
                125,686
                
                $
                125,821
                
                $
                52,522
                
                $
                52,581Deferred
                    tax assets
                
                $
                5,800
                
                $
                --
                
                $
                16,929
                
                $
                --Total
                    assets
                
                $
                606,826
                
                $
                620,360
                
                $
                411,079
                
                $
                413,647Long-term
                    deferred tax liability
                
                $
                --
                
                $
                13,534
                
                $
                --
                
                $
                2,568Total
                    liabilities and stockholders’ equity
                
                $
                606,826
                
                $
                620,360
                
                $
                411,079
                
                $
                413,647
 
 9
  **3)**
            **Acquisitions
                and Purchase Accounting** 
 *Jade*
 
 On
        April
        1, 2007, the company completed its acquisition of the assets and operations
        of
        Jade Products Company (“Jade”), a leading manufacturer of commercial and
        residential cooking equipment from Maytag Corporation ("Maytag") for an
        aggregate purchase price of $7.4 million in cash plus transaction expenses.
        The
        purchase price is subject to adjustment based upon a working capital provision
        within the purchase agreement.
 
 The
        company has accounted for this business combination using the purchase method
        to
        record a new cost basis for the assets acquired and liabilities assumed.
        The
        difference between the purchase price and the fair value of the assets acquired
        and liabilities assumed has been recorded as goodwill in the financial
        statements. The allocation of the purchase price to the assets, liabilities
        and
        intangible assets is under review and is subject to change based upon
        finalization of the valuation of the assets and liabilities acquired.
 
 The
        preliminary allocation of cash paid for the Jade acquisition is summarized
        as
        follows (in thousands):
 Apr.
                    1, 2007
                
                Adjustments
                
                Mar.
                    29, 2008Current
                    assets
                
                $
                6,727
                
                $
                (2,357
                )
                $
                4,370Property,
                    plant and equipment
                
                
                2,029
                
                
                --
                
                
                2,029Goodwill
                
                
                250
                
                
                2,858
                
                
                3,108Other
                    intangibles
                
                
                1,590
                
                
                --
                
                
                1,590Current
                    liabilities
                
                
                (3,205
                )
                
                (113
                )
                
                (3,318
                )Total
                    cash paid
                
                $
                7,391
                
                $
                388
                
                $
                7,779
  The
        goodwill and other intangibles of $1.4 million associated with the trade
        name,
        are subject to the non-amortization provisions of Statement of Financial
        Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets,",
        from the date of acquisition. Other intangibles of $0.2 million allocated
        to
        customer relationships are to be amortized over a period of 10 years. Goodwill
        and other intangibles of Jade are allocated to the Commercial Foodservice
        Equipment Group for segment reporting purposes. These assets are expected
        to be
        deductible for tax purposes.
 
 
 *Carter-Hoffmann*
 
 On
        June
        29, 2007, the company completed its acquisition of the assets and operations
        of
        Carter-Hoffmann (“Carter-Hoffmann”), a leading manufacturer of commercial
        cooking and warming equipment, from Carrier Commercial Refrigeration
        Inc., a
        subsidiary of Carrier Corporation, which is a unit of United Technologies
        Corporation, for
        an
        aggregate purchase price of $15.9 million in cash plus transaction expenses.
 
 The
        company has accounted for this business combination using the purchase method
        to
        record a new cost basis for the assets acquired and liabilities assumed.
        The
        difference between the purchase price and the fair value of the assets acquired
        and liabilities assumed has been recorded as goodwill in the financial
        statements. The allocation of the purchase price to the assets, liabilities
        and
        intangible assets is under review and is subject to change based upon
        finalization of the valuation of the assets and liabilities acquired.
 
 10
  The
        preliminary allocation of cash paid for the Carter-Hoffmann acquisition is
        summarized as follows (in thousands):
 Jun.
                    29, 2007
                
                Adjustments
                
                Mar.
                    29, 2008Current
                    assets
                
                $
                7,912
                
                $
                (2,125
                )
                $
                5,787Property,
                    plant and equipment
                
                
                2,264
                
                
                --
                
                
                2,264Goodwill
                
                
                9,452
                
                
                (1,421
                )
                
                8,031Other
                    intangibles
                
                
                --
                
                
                3,910
                
                
                3,910Current
                    liabilities
                
                
                (3,646
                )
                
                (50
                )
                
                (3,696
                )Other
                    non-current liabilities
                
                
                (54
                )
                
                --
                
                
                (54
                )Total
                    cash paid
                
                $
                15,928
                
                $
                314
                
                $
                16,242
 
 The
        goodwill and $2.3 million of other intangibles associated with the trade
        name
        are subject to the non-amortization provisions of SFAS No. 142. Other
        intangibles also includes $1.6 million allocated to customer relationships
        are
        to be amortized over a period of 4 years. Goodwill and other intangibles
        of
        Carter-Hoffmann are allocated to the Commercial Foodservice Equipment Group
        for
        segment reporting purposes. These assets are expected to be deductible for
        tax
        purposes.
 
 
 *MP
        Equipment*
 
 On
        July
        2, 2007, the company completed its acquisition of the assets and operations
        of
        MP Equipment (“MP Equipment”), a leading manufacturer of food processing
        equipment for a purchase price of $15.0 million in cash plus transaction
        expenses. An additional deferred payment of $2.0 million is also due to the
        seller at the earlier of three years or upon the achievement of reaching
        certain
        profit targets. An additional contingent payment of $1.0 million is also
        payable
        if the business reaches certain target profits.
 
 The
        company has accounted for this business combination using the purchase method
        to
        record a new cost basis for the assets acquired and liabilities assumed.
        The
        difference between the purchase price and the fair value of the assets acquired
        and liabilities assumed has been recorded as goodwill in the financial
        statements. The allocation of the purchase price to the assets, liabilities and
        intangible assets is under review and is subject to change based upon
        finalization of the valuation of the assets and liabilities acquired.
 
 The
        preliminary allocation of cash paid for the MP Equipment acquisition is
        summarized as follows (in thousands):
 Jul.
                    2, 2007
                
                Adjustments
                
                Mar.
                    29, 2008Current
                    assets
                
                $
                5,315
                
                $
                --
                
                $
                5,315Property,
                    plant and equipment
                
                
                297
                
                
                --
                
                
                297Goodwill
                
                
                9,290
                
                
                846
                
                
                10,136Other
                    intangibles
                
                
                6,420
                
                
                (770
                )
                
                5,650Other
                    assets
                
                
                16
                
                
                --
                
                
                16Current
                    liabilities
                
                
                (4,018
                )
                
                --
                
                
                (4,018
                )Other
                    non-current liabilities
                
                
                (2,127
                )
                
                --
                
                
                (2,127
                )Total
                    cash paid
                
                $
                15,193
                
                $
                76
                
                $
                15,269
 
 11
 
 The
        goodwill and $3.3 million of other intangibles associated with the trade
        name
        are subject to the non-amortization provisions of SFAS No. 142. Other
        intangibles also includes $0.3 million allocated to backlog, $0.3 million
        allocated to developed technology and $1.8 million allocated to customer
        relationships which are to be amortized over periods of 6 months, 5 years
        and 5
        years, respectively. Goodwill and other intangibles of MP Equipment are
        allocated to the Food Processing Equipment Group for segment reporting purposes.
        These assets are expected to be deductible for tax purposes.
 
 *Wells
        Bloomfield*
 
 On
        August
        3, 2007, the company completed its acquisition of the assets and operations
        of
        Wells Bloomfield (“Wells Bloomfield”), a leading manufacturer of commercial
        cooking and beverage equipment from Carrier Commercial Refrigeration
        Inc., a
        subsidiary of Carrier Corporation, which is a unit of United Technologies
        Corporation, for
        an
        aggregate purchase price of $28.4 million in cash plus transaction expenses.
 
 The
        company has accounted for this business combination using the purchase method
        to
        record a new cost basis for the assets acquired and liabilities assumed.
        The
        difference between the purchase price and the fair value of the assets acquired
        and liabilities assumed has been recorded as goodwill in the financial
        statements. The allocation of the purchase price to the assets, liabilities
        and
        intangible assets is under review and is subject to change based upon
        finalization of the valuation of the assets and liabilities acquired.
 
 The
        preliminary allocation of cash paid for the Wells Bloomfield acquisition
        is
        summarized as follows (in thousands):
 Aug.
                    3, 2007
                
                Adjustments
                
                Mar.
                    29, 2008Cash
                
                $
                2
                
                $
                --
                
                $
                2Current
                    assets
                
                
                15,133
                
                
                (303
                )
                
                14,830Property,
                    plant and equipment
                
                
                3,961
                
                
                (5
                )
                
                3,956Goodwill
                
                
                5,835
                
                
                2,143
                
                
                7,978Other
                    intangibles
                
                
                8,130
                
                
                (200
                )
                
                7,930Other
                    assets
                
                
                21
                
                
                --
                
                
                21Current
                    liabilities
                
                
                (4,277
                )
                
                (1,534
                )
                
                (5,811
                )Total
                    cash paid
                
                $
                28,805
                
                $
                101
                
                $
                28,906
 
 The
        goodwill and $5.5 million of other intangibles associated with the trade
        name
        are subject to the non-amortization provisions of SFAS No. 142. Other
        intangibles of $2.4 million allocated to customer relationships are to be
        amortized over a period of 4 years. Goodwill and other intangibles of Wells
        Bloomfield are allocated to the Commercial Foodservice Equipment Group for
        segment reporting purposes. These assets are expected to be deductible for
        tax
        purposes.
 
 12
  *Star*
 
 On
        December 31, 2007, subsequent to the company’s fiscal 2007 year end, the company
        acquired the stock of New Star International Holdings, Inc. and subsidiaries
        (“Star”), a leading manufacturer of commercial cooking for an aggregate purchase
        price of $188.4 million in cash plus transaction expenses. The purchase price
        is
        subject to adjustment based upon a working capital provision within the purchase
        agreement.
 
 The
        company has accounted for this business combination using the purchase method
        to
        record a new cost basis for the assets acquired and liabilities assumed.
        The
        difference between the purchase price and the fair value of the assets acquired
        and liabilities assumed has been recorded as goodwill in the financial
        statements. The allocation of the purchase price to the assets, liabilities
        and
        intangible assets is under review and is subject to change based upon
        finalization of the valuation of the assets and liabilities acquired.
 
 The
        preliminary allocation of cash paid for the Star acquisition is summarized
        as
        follows (in thousands):
 Dec.
                    31, 2007Cash
                
                $
                376Current
                    assets
                
                
                27,783Property,
                    plant and equipment
                
                
                8,225Goodwill
                
                
                101,365Other
                    intangibles
                
                
                75,150Other
                    assets
                
                
                71Current
                    liabilities
                
                
                (11,394
                )Deferred
                    tax liabilities
                
                
                (8,837
                )Other
                    non-current liabilities
                
                
                (4.295
                )Total
                    cash paid
                
                $
                188,444
 
 The
        goodwill and $47.0 million of other intangibles associated with the trade
        name
        are subject to the non-amortization provisions of SFAS No. 142. Other
        intangibles also includes $0.4 million allocated to backlog, $3.8 million
        allocated to developed technology and $24.0 million allocated to customer
        relationships which are to be amortized over periods of 1 month, 7 years
        and 7
        years, respectively. Goodwill and other intangibles of Star are allocated
        to the
        Commercial Foodservice Equipment Group for segment reporting purposes. These
        assets are not expected to be deductible for tax purposes.
 
 13
  *Pro
        forma Financial Information*
 
 The
        following unaudited pro forma results of operations for the year ended December
        29, 2007, not previously included in the original Form 10-Q, assumes the
        Star acquisition was completed on December 31, 2006.  The pro forma results
        include adjustments to reflect additional interest expense to fund the
        acquisition, amortization of intangibles associated with the acquisition,
        and
        the effects of adjustments made to the carrying value of certain
        assets.
 
 December
                  29, 2007
              
              December
                  30, 2006Net
                  sales
              
              $
              592,513
              
              $
              487,283Net
                  earnings
              
              $
              51,769
              
              $
              40,672Net
                  earnings per share:Basic
              
              $
              3.30
              
              $
              2.66Diluted
              
              $
              3.06
              
              $
              2.46
 
 
 
 The
        pro
        forma financial information presented above is not necessarily indicative
        of
        either the results of operations that would have occurred had the acquisition
        of
        Star been effective on December 31, 2006 or of future operations of the
        company.  Also, the pro forma financial information does not reflect the
        costs which the company has or may incur to integrate Star.
 
 
 **4)**
              **Stock
                  Split**
 
  On
        May 3,
        2007, the company’s Board of Directors authorized a two-for-one split of the
        company’s common stock in the form of a stock dividend. The stock dividend was
        paid on June 15, 2007 to company shareholders of record as of June 1, 2007.
        The
        company’s common stock began trading on a split-adjusted basis on June 18, 2007.
        All references in the accompanying condensed consolidated financial statements
        and notes thereto to net earnings per share and the number of shares have
        been
        adjusted to reflect this stock split.
  
 **5)**
              **Litigation
                  Matters**
 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 requirement 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,
        results of operations or cash flows of the company.
 
 14
  **6)**
              **Recently
                  Issued Accounting
                  Standards**
 
 In
        February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
        Financial Assets and Financial Liabilities - Including an amendment of FASB
        Statement No. 115. This statement permits entities to choose to measure many
        financial instruments and certain other items at fair value. This statement
        is
        effective for fiscal years beginning after November 15, 2007. The adoption
        of
        SFAS No. 159 did not have a material impact on the financial
        statements.
  In
        December 2007, the FASB issued SFAS No. 141R,
“Business Combinations”. This statement provides companies with principles and
        requirements on how an acquirer recognizes and measures in its financial
        statements the identifiable assets acquired, liabilities assumed, and any
        noncontrolling interest in the acquiree as well as the recognition and
        measurement of goodwill acquired in a business combination. This statement
        also
        requires certain disclosures to enable users of the financial statements
        to
        evaluate the nature and financial effects of the business combination.
        Acquisition costs associated with the business combination will generally
        be
        expensed as incurred. This statement is effective for business combinations
        occurring in fiscal years beginning after December 15, 2008. Early adoption
        of FASB Statement No. 141R is not permitted. The company is evaluating the
        impact the application of this guidance will have on the company’s financial
        position, results of operations and cash flows. The company will adopt this
        statement for acquisitions consummated after the statement’s effective
        date.
  In
        December 2007, the FASB issued SFAS No. 160,
“Noncontrolling Interests in Consolidated Financial Statements - an amendment
        of
        ARB No. 51”. This statement amends ARB 51 to establish accounting and reporting
        standards for the noncontrolling interest (minority interest) in a subsidiary
        and for the deconsolidation of a subsidiary. Upon its adoption, effective
        as of
        the beginning of the company’s 2009 fiscal year, noncontrolling interests will
        be classified as equity in the company’s financial statements and income and
        comprehensive income attributed to the noncontrolling interest will be included
        in the company’s income and comprehensive income. The provisions of this
        standard must be applied retrospectively upon adoption. The company does
        not
        anticipate that the adoption of SFAS No. 160 will have a material impact
        on its
        financial statements.
  In
        March 2008, the FASB issued SFAS No. 161,
“Disclosures about Derivative Instruments and Hedging Activities—an amendment of
        FASB Statement No. 133.” This statement amends SFAS No. 133 to require enhanced
        disclosures about an entity’s derivative and hedging activities. This Statement
        is effective for financial statements issued for fiscal years and interim
        periods beginning after November 15, 2008, with early application encouraged.
        The company is evaluating the impact the application of this guidance will
        have
        on the company’s financial position, results of operations and cash
        flows.
 
 
 15
  **7)**
              **Other
                  Comprehensive Income**
 
 The
        company reports changes in equity during a period, except those resulting
        from
        investment by owners and distribution to owners, in accordance with SFAS
        No.
        130, "Reporting Comprehensive Income."
 
 Components
        of other comprehensive income were as follows (in thousands):
 Three
                    Months EndedMar.
                    29, 2008
                
                Mar.
                    31, 2007Net
                    earnings
                
                $
                13,181
                
                $
                10,720Currency
                    translation adjustment
                
                
                845
                
                
                32Unrealized
                    loss oninterest
                    rate swaps, net of tax
                
                
                (544
                )
                
                (136
                )Comprehensive
                    income
                
                $
                13,482
                
                $
                10,616
 
 Accumulated
        other comprehensive income is comprised of minimum pension liability of $(0.9)
        million, net of taxes of $(0.6) million, as of March 29, 2008 and December
        29,
        2007, foreign currency translation adjustments of $2.5 million as of March
        29,
        2008 and $1.7 million as of December 29, 2007, and an unrealized loss on
        interest rate swaps of $0.5 million, net of taxes of $0.4 million, as of
        March
        29, 2008.
 
 
 **8)**
              **Inventories**
 
 Inventories
        are composed of material, labor and overhead and are stated at the lower
        of cost
        or market. Costs for inventory at two of the company's manufacturing facilities
        have been determined using the last-in, first-out ("LIFO") method. These
        inventories under the LIFO method amounted to $16.6 million at March 29,
        2008
        and $16.4 million at December 29, 2007 and represented approximately 20%
        and 25%
        of the total inventory in each respective period. Costs for all other inventory
        have been determined using the first-in, first-out ("FIFO") method. The company
        estimates reserves for inventory obsolescence and shrinkage based on its
        judgment of future realization. Inventories at March 29, 2008 and December
        29,
        2007 are as follows:
 Mar.
                    29, 2008
                
                Dec.
                    29, 2007(in
                    thousands)Raw
                    materials and parts
                
                $
                24,882
                
                $
                25,047Work-in-process
                
                
                20,426
                
                
                11,033Finished
                    goods
                
                
                36,616
                
                
                30,66981,924
                
                
                66,749LIFO
                    adjustment
                
                
                (411
                )
                
                (311
                )$
                81,513
                
                $
                66,438
  
 16
 
 **9)**
              **Accrued
                  Expenses**
 
 Accrued
        expenses consist of the following:
 Mar.
                    29, 2008
                
                Dec,
                    29, 2007(in
                    thousands)Accrued
                    payroll and related expenses
                
                $
                13,707
                
                $
                21,448Accrued
                    warranty
                
                
                13,326
                
                
                12,276Accrued
                    customer rebates
                
                
                8,970
                
                
                16,326Advance
                    customer deposits
                
                
                7,948
                
                
                7,971Accrued
                    product liability and workers comp
                
                
                7,946
                
                
                6,978Other
                    accrued expenses
                
                
                32,710
                
                
                30,582$
                84,607
                
                $
                95,581
 
 **10)**
              **Warranty
                  Costs**
 
 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.
 
 A
        rollforward of the warranty reserve is as follows:
 Three
                    Months EndedMar.
                    29, 2008(in
                    thousands)Beginning
                    balance
                
                $
                12,276Warranty
                    reserve related to acquisitions
                
                
                1,030Warranty
                    expense
                
                
                3,625Warranty
                    claims
                
                
                (3,605
                )Ending
                    balance
                
                $
                13,326
 
 17
  **11)**
              **Financing
                  Arrangements**
 Mar.
                    29, 2008
                
                Dec.
                    29, 2007(in
                  thousands)Senior
                    secured revolving credit line
                
                $
                267,700
                
                $
                91,350Foreign
                    loan
                
                
                4,957
                
                
                4,847Total
                    debt
                
                $
                272,657
                
                $
                96,197Less:
                    Current maturities of long-term debt
                
                
                2,661
                
                
                2,683Long-term
                    debt
                
                $
                269,996
                
                $
                93,514
 
 During
        the fourth quarter of 2007 the company entered into a new senior secured
        credit
        facility. Terms of the senior credit agreement provide for $450.0 million
        of
        availability under a revolving credit line. As of March 29, 2008, the company
        had $267.7 million of borrowings outstanding under this facility. The company
        also has $4.1 million in outstanding letters of credit, which reduces the
        borrowing availability under the revolving credit line.
 
 Borrowings
        under the senior secured credit facility are 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 March 29, 2008 the average interest rate on
        the
        senior debt amounted to 4.21%. 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 0.25% as
        of
        March 29, 2008.
 
 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 March 29, 2008 these facilities amounted to
        $5.0 million in US dollars, including $2.6 million outstanding under a revolving
        credit facility and $2.4 million of a term loan.  The interest rate on the
        revolving credit facility is assessed at 1.25% above Euro LIBOR, which amounted
        to 5.41% on March 29, 2008. The term loan matures in 2013 and the interest
        rate
        is assessed at 5.62%.
 
 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 March 29, 2008 the company had the
        following interest rate swaps in effect:
 
 **Fixed****Notional**
              
              **Interest**
              
              **Effective**
              
              **Maturity****Amount**
              
              **Rate**
              
              **Date**
              
              **Date**$
                  10,000,000
              
              5.030%
              
              3/3/2006
              
              12/21/2009$  10,000,000
              
              2.520%
              
              2/13/2008
              
              2/19/2009$  20,000,000
              
              2.635%
              
              2/6/2008
              
              2/6/2009$  25,000,000
              
              3.350%
              
              1/14/2008
              
              1/14/2010$  10,000,000
              
              2.920%
              
              2/1/2008
              
              2/1/2010$  10,000,000
              
              2.785%
              
              2/6/2008
              
              2/6/2010$  10,000,000
              
              3.033%
              
              2/6/2008
              
              2/6/2011$  10,000,000
              
              2.820%
              
              2/1/2008
              
              2/1/2009
 
 18
 
 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 and fixed charge coverage. 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 March 29, 2008, the company
        was in compliance with all covenants pursuant to its borrowing
        agreements.
 
 **12)**
              **Financial
                  Instruments**
 
 In
        June
        1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments
        and
        Hedging Activities". SFAS No. 133, as amended, establishes accounting and
        reporting standards for derivative instruments. The statement requires an
        entity
        to recognize all derivatives as either assets or liabilities and measure
        those
        instruments at fair value. Derivatives that do not qualify as a hedge must
        be
        adjusted to fair value in earnings. If the derivative does qualify as a hedge
        under SFAS No. 133, changes in the fair value will either be offset against
        the
        change in fair value of the hedged assets, liabilities or firm commitments
        or
        recognized in other accumulated comprehensive income until the hedged item
        is
        recognized in earnings. The ineffective portion of a hedge's change in fair
        value will be immediately recognized in earnings.
 
 *Foreign
        Exchange* :
        The
        company has entered into derivative instruments, principally forward contracts
        to reduce exposures pertaining to fluctuations in foreign exchange rates.
        As of
        March 29, 2008 the company had no forward contracts outstanding.
 
 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 a
        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 March 29, 2008, the fair value of these instruments
        was $1.4 million. The change in fair value of these swap agreements in the
        first
        three months of 2008 was a loss of $0.5 million, net of taxes.
 
 **Fixed**
              
              
              
              
              
              
              
              **Changes****Notional**
              
              **Interest**
              
              **Effective**
              
              **Maturity**
              
              **Fair
                  Value**
              
              **In
                  Fair Value****Amount**
              
              **Rate**
              
              **Date**
              
              **Date**
              
              **Mar.
                  29, 2008**
              
              **(net
                  of taxes)**$
                  10,000,000
              
              5.030%
              
              3/3/2006
              
              12/21/2009
              
              $
                  (462,000)
              
              $
                  (9,000)1$ 
                  10,000,000
              
              2.520%
              
              2/13/2008
              
              2/19/2009
              
              $
                  (28,000)
              
              $
                  (17,000)$ 
                  20,000,000
              
              2.635%
              
              2/6/2008
              
              2/6/2009
              
              $
                  (65,000)
              
              $
                  (39,000)$ 
                  25,000,000
              
              3.350%
              
              1/14/2008
              
              1/14/2010
              
              $
                  (464,000)
              
              $
                  (278,000)$ 
                  10,000,000
              
              2.920%
              
              2/1/2008
              
              2/1/2010
              
              $
                  (106,000)
              
              $
                  (64,000)$ 
                  10,000,000
              
              2.785%
              
              2/6/2008
              
              2/6/2010
              
              $
                  (47,000)
              
              $
                  (28,000)$ 
                  10,000,000
              
              3.033%
              
              2/6/2008
              
              2/6/2011
              
              $
                  (81,000)
              
              $
                  (49,000)$ 
                  10,000,000
              
              2.820%
              
              2/1/2008
              
              2/1/2009
              
              $
                  (100,000)
              
              $
                  (60,000)
  1 Previous
        to the fiscal quarter ended March 29, 2008, this swap had not been designated
        as
        an effective cash flow hedge. The swap was designated as an effective cash
        flow
        hedge during the quarter ended March 29, 2008. In accordance with SFAS No.
        133,
        the net reduction of $0.2 million in the fair value of this swap prior to
        the
        designation date has been recorded as a loss in earnings for the first quarter
        2008.
  19
  **13)**
              **Segment
                  Information**
 
 The
        company operates in three reportable operating segments defined by management
        reporting structure and operating activities.
 
 The
        Commercial Foodservice Equipment business group manufactures cooking equipment
        for the restaurant and institutional kitchen industry. This business segment
        has
        manufacturing facilities in California, Illinois, Michigan, Missouri, Nevada,
        New Hampshire, North Carolina, Tennessee, Vermont, Denmark and the Philippines. The
        Commercial Foodservice Equipment group manufactures conveyor ovens, convection
        ovens, fryers, ranges, toasters, combi ovens, steamers, broilers, deck ovens,
        baking ovens, proofers, beverage systems and beverage dispensing equipment,
        counter-top cooking and warming equipment. This business segment’s principal
        product lines include Middleby Marshall® and CTX® conveyor oven equipment,
        Blodgett® convection ovens, conveyor ovens, deck oven equipment, Blodgett Combi®
cooking equipment, Blodgett Range® ranges, Nu-Vu® baking ovens and proofers,
        Pitco Frialator® fryer equipment, Southbend® ranges, convection ovens and
        heavy-duty cooking equipment, Toastmaster® toasters and counterline cooking and
        warming equipment, Jade Range® ranges and ovens, Carter Hoffmann® warming,
        holding and transporting equipment, Bloomfield® beverage systems and beverage
        dispensing equipment, Wells® convection
        ovens, counterline cooking equipment and ventless cooking systems, Star®
light duty cooking equipment, Holman® toasting equipment, Lang® ovens and
        ranges, Houno® combi-ovens and baking ovens and MagiKitch'n® charbroilers and
        catering equipment.
 
 The
        Food
        Processing Equipment business group manufactures cooking and packaging equipment
        for the food processing industry. This business segment has manufacturing
        facilities in Georgia and Wisconsin. Its principal products include
        Alkar ® batch
        ovens, conveyorized ovens and continuous process ovens, RapidPak ® food
        packaging machinery and MP Equipment ® breading, battering, mixing, forming, and slicing equipment.
 
 The
        International Distribution Division provides integrated sales, export
        management, distribution and installation services through its operations
        in
        China, India, Lebanon, Mexico, the Philippines, Russia, South Korea, Spain,
        Sweden, Taiwan and the United Kingdom. The division sells the company’s product
        lines and certain non-competing complementary product lines throughout the
        world. For a local country distributor or dealer, the company is able to
        provide
        a centralized source of foodservice equipment with complete export management
        and product support services.
 
 The
        accounting policies of the segments are the same as those described in the
        summary of significant accounting policies. The chief decision maker evaluates
        individual segment performance based on operating income. Management believes
        that intersegment sales are made at established arms-length transfer
        prices.
 
 20
 
 **Net
        Sales Summary**
 **(dollars
        in thousands)**
 Three
                  Months EndedMar.
                  29, 2008
              
              Mar.
                  31, 2007Sales
              
              Percent
              
              Sales
              
              PercentBusiness
                  Divisions:Commercial
                  Foodservice
              
              $
              134,016
              
              
              83.3
              
              $
              90,539
              
              
              85.7Food
                  Processing
              
              
              19,888
              
              
              12.4
              
              
              12,196
              
              
              11.5International
                  Distribution(1)
              
              
              15,793
              
              
              9.8
              
              
              13,576
              
              
              12.8Intercompany
                  sales (2)
              
              
              (8,814
              )
              
              (5.5
              )
              
              (10,616
              )
              
              (10.0
              )Total
              
              $
              160,883
              
              
              100.0
              %
              $
              105,695
              
              
              100.0
              %
 
 *(1)*  *Consists
        of sales of products manufactured by Middleby and products*  *manufactured
        by third parties.*
 
 *(2)*  *Represents
        the elimination of sales from the Commercial Foodservice Equipment Group
        to the
        International* *Distribution
        Division*
 *.*
 
 The
        following table summarizes the results of operations for the company's business
        segments (1) (in
        thousands):
 Commercial
                  Foodservice
                
                Food
                  Processing
                
                International
                  Distribution
                
                Corporate
                  and
                    Other(2)
                
                Eliminations(3)
                
                Total**Three
                    months ended March 29, 2008**Net
                    sales
                
                $
                134,016
                
                $
                19,888
                
                $
                15,793
                
                $
                --
                
                $
                (8,814
                )
                $
                160,883Operating
                    income
                
                
                30,547
                
                
                2,789
                
                
                1,074
                
                
                (8,442
                )
                
                48
                
                
                26,016Depreciation
                    expense
                
                
                1,269
                
                
                104
                
                
                52
                
                
                37
                
                
                --
                
                
                1,462Net
                    capital expenditures
                
                
                1,899
                
                
                51
                
                
                152
                
                
                22
                
                
                --
                
                
                2,124Total
                    assets
                
                
                494,937
                
                
                73,730
                
                
                29,887
                
                
                32,286
                
                
                (10,480
                )
                
                620,360Long-lived
                    assets(4)
                
                
                354,671
                
                
                43,294
                
                
                713
                
                
                11,911
                
                
                --
                
                
                410,589**Three
                    months ended March 31, 2007**Net
                    sales
                
                $
                90,539
                
                $
                12,196
                
                $
                13,576
                
                $
                --
                
                $
                (10,616
                )
                $
                105,695Operating
                    income
                
                
                21,788
                
                
                2,400
                
                
                846
                
                
                (6,282
                )
                
                54
                
                
                18,806Depreciation
                    expense
                
                
                695
                
                
                127
                
                
                43
                
                
                36
                
                
                --
                
                
                901Net
                    capital expenditures
                
                
                520
                
                
                6
                
                
                11
                
                
                61
                
                
                --
                
                
                598Total
                    assets
                
                
                220,741
                
                
                49,241
                
                
                29,430
                
                
                1,985
                
                
                (6,523
                )
                
                294,874Long-lived
                    assets(4)
                
                
                132,793
                
                
                27,736
                
                
                433
                
                
                8,878
                
                
                --
                
                
                169,840
  
 *(1)*
              *Non-operating
                  expenses are not allocated to the operating segments. Non-operating
                  expenses consist of interest expense**and
                  deferred financing amortization, foreign exchange gains and losses
                  and
                  other income and expense items outside of**income
                  from operations.*
 
 *(2)*
              *Includes
                  corporate and other general company assets and
                  operations.*
 
 *(3)*
              *Includes
                  elimination of intercompany sales, profit in inventory and intercompany
                  receivables.**Intercompany
                  sale transactions are**predominantly
                  from the Commercial Foodservice Equipment Group to the International
                  Distribution Division.*
 
 *(4)*
              *Long-lived
                  assets of the Commercial Foodservice Equipment Group includes assets
                  located in the Philippines which amounted to $1,907**and
                  $1,975 in first quarter 2008 and 2007, respectively and assets
                  located in
                  Denmark which amounted to $2,625 and $1,042 in first**quarter
                  2008 and 2007, respectively.*
 
 21
  Net
        sales
        by major geographic region, including those sales from the Commercial
        Foodservice Equipment Group direct to international customers, were as follows
        (in thousands):
 
  Three
                  Months EndedMar.
                  29, 2008
              
              Mar.
                  31, 2007United
                  States and Canada
              
              $
              132,953
              
              $
              86,032Asia
              
              
              7,152
              
              
              5,473Europe
                  and Middle East
              
              
              16,371
              
              
              10,777Latin
                  America
              
              
              4,407
              
              
              3,413Net
                  sales
              
              $
              160,883
              
              $
              105,695
  **14)**
              **Employee
                  Retirement Plans**
 
 *(a)*  *Pension
        Plans*
 
 The
        company maintains a non-contributory defined benefit plan for its union
        employees at the Elgin, Illinois facility. Benefits are determined based
        upon
        retirement age and years of service with the company. This defined benefit
        plan
        was frozen on April 30, 2002 and no further benefits accrue to the participants
        beyond this date. Plan participants will receive or continue to receive payments
        for benefits earned on or prior to April 30, 2002 upon reaching retirement
        age.
        The employees participating in the defined benefit plan were enrolled in
        a newly
        established 401K savings plan on September 30, 2002, further described below.
 
 The
        company also maintains a retirement benefit agreement with its Chairman.
        The
        retirement benefits are based upon a percentage of the Chairman’s final base
        salary. Additionally, the company maintains a retirement plan for non-employee
        directors. The plan provides for an annual benefit upon a change in control
        of
        the company or retirement from the Board of Directors at age 70, equal to
        100%
        of the director’s last annual retainer, payable for a number of years equal to
        the director’s years of service up to a maximum of 10 years.
 
 Contributions
        under the union plan are funded in accordance with provisions of The Employee
        Retirement Income Security Act of 1974. There are no contributions expected
        to
        be made in 2008. Contributions to the directors' plan are based upon actual
        retirement benefits as they retire.
 
 *(b)*  *401K
        Savings Plans*
 
 The
        company maintains two separate defined contribution 401K savings plans covering
        all employees in the United States. These two plans separately cover the
        union
        employees at the Elgin, Illinois facility and all other remaining union and
        non-union employees in the United States. The company makes profit sharing
        contributions to the various plans in accordance with the requirements of
        the
        plan. Profit sharing contributions for the Elgin Union 401K savings plans
        are
        made in accordance with the agreement.
 
 22
  **15)**
              **Subsequent
                  Events**
 
 On
        April
        22, 2008, the company completed its acquisition of Giga Grandi Cucine, S.r.l
        for
        12.9 million Euro including 6.2 million Euro paid in cash at closing, 3.4
        million Euro of deferred payments due to the sellers, and 3.3 million Euro
        in
        assumed debt. Giga is a leading European manufacturer of a broad line of
        commercial cooking equipment, including ranges, ovens and steam cooking
        equipment.
 
 On
        April
        23, 2008, the company completed its acquisition of the net assets and related
        business operations of FriFri aro SA from the Franke Group. FriFri is a leading
        European manufacturer of frying systems.
  23
  **Item
        2. Management's Discussion and Analysis of Financial Condition and Results
        of
        Operations.**
 
 **Informational
        Note**
 
 This
        report contains forward-looking statements subject to the safe harbor created
        by
        the Private Securities Litigation Reform Act of 1995. The company cautions
        readers that these projections are based upon future results or events and
        are
        highly dependent upon a variety of important factors which could cause such
        results or events to differ materially from any forward-looking statements
        which
        may be deemed to have been made in this report, or which are otherwise made
        by
        or on behalf of the company. Such factors include, but are not limited to,
        volatility in earnings resulting from goodwill impairment losses which may
        occur
        irregularly and in varying amounts; variability in financing costs; quarterly
        variations in operating results; dependence on key customers; international
        exposure; foreign exchange and political risks affecting international sales;
        ability to protect trademarks, copyrights and other intellectual property;
        changing market conditions; the impact of competitive products and pricing;
        the
        timely development and market acceptance of the company’s products; the
        availability and cost of raw materials; and other risks detailed herein and
        from
        time-to-time in the company’s Securities and Exchange Commission filings,
        including the company’s 2007 Annual Report on Form 10-K/A.
  24
  **Net
        Sales Summary**
 **(dollars
        in thousands)**
 Three
                  Months EndedMar.
                  29, 2008
              
              Mar.
                  31, 2007Sales
              
              Percent
              
              Sales
              
              PercentBusiness
                  Divisions:Commercial
                  Foodservice
              
              $
              134,016
              
              
              83.3
              
              $
              90,539
              
              
              85.7Food
                  Processing
              
              
              19,888
              
              
              12.4
              
              
              12,196
              
              
              11.5International
                  Distribution(1)
              
              
              15,793
              
              
              9.8
              
              
              13,576
              
              
              12.8Intercompany
                  sales (2)
              
              
              (8,814
              )
              
              (5.5
              )
              
              (10,616
              )
              
              (10.0
              )Total
              
              $
              160,883
              
              
              100.0
              %
              $
              105,695
              
              
              100.0
              %
 
 *(1)*  *Consists
        of sales of products manufactured by Middleby and products*  *manufactured
        by third parties.*
 
 *(2)*  *Represents
        the elimination of sales* *from
        the Commercial Foodservice Equipment Group to the*
 *International
        Distribution Division.*
 
 **Results
        of Operations**
 
 The
        following table sets forth certain consolidated statements of earnings items
        as
        a percentage of net sales for the periods.
  Three
                  Months EndedMar.
                  29, 2008
              
              Mar.
                  31, 2007Net
                  sales
              
              
              100.0
              %
              
              100.0
              %Cost
                  of sales
              
              
              63.4
              
              
              61.1Gross
                  profit
              
              
              36.6
              
              
              38.9Selling,
                  general and administrative expenses
              
              
              20.4
              
              
              21.1Income
                  from operations
              
              
              16.2
              
              
              17.8Net
                  interest expense and deferred financing amortization
              
              
              2.3
              
              
              1.2Other
                  (income) expense, net
              
              
              0.2
              
              
              (0.1
              )Earnings
                  before income taxes
              
              
              13.7
              
              
              16.7Provision
                  for income taxes
              
              
              5.5
              
              
              6.6Net
                  earnings
              
              
              8.2
              %
              
              10.1
              %
 
 
 25
 
 **Three
        Months Ended March 29, 2008 Compared to Three Months Ended** **March
        31, 2007**
 
 **NET
        SALES** ***.***  Net
        sales
        for the first quarter of fiscal 2008 were $160.9 million as compared to $105.7
        million in the first quarter of 2007.
 
 Net
        sales
        at the Commercial Foodservice Equipment Group amounted to $134.0 million
        in the
        first quarter of 2008 as compared to $90.5 million in the prior year quarter.
 
 Net
        sales
        from the acquisitions of Jade, Carter-Hoffmann, Wells Bloomfield and Star
        which
        were acquired on April 1, 2007, June 29, 2007, August 3, 2007 and December
        31,
        2007, respectively, accounted for an increase of $45.6 million during the
        first
        quarter of 2008. Excluding the impact of acquisitions, net sales of commercial
        foodservice equipment were flat, reflecting the impact of deferred customer
        purchases due to slowed economic conditions.
 
 Net
        sales
        for the Food Processing Equipment Group amounted to $19.9 million in the
        first
        quarter of 2008 as compared to $12.2 million in the prior year quarter. Net
        sales of MP Equipment, which was acquired on July 2, 2007, accounted for
        an
        increase of $9.7 million. Excluding the impact of acquisitions, net sales
        of
        food processing equipment decreased $2.0 million due to delayed customer
        purchases as a result of economic uncertainties and quarterly
        variations  which
        occur as a result of the timing of large orders .
 
 Net
        sales
        at the International Distribution Division increased by $2.2 million to $15.8
        million or 16%, reflecting higher sales in Asia, Europe and Latin America.
        Increased international sales reflect increased business with restaurant
        chains
        and increased pricing competitiveness driven by the weakened US dollar.
 .
 
 **GROSS
        PROFIT** ***.***  Gross
        profit increased to $58.9 million in the first quarter of 2008 from $41.1
        million in the prior year period, reflecting the impact of higher sales volumes.
        The gross margin rate was 36.6% in the first quarter of 2008 as compared
        to
        38.9% in the prior year quarter. The net decrease in the gross margin rate
        reflects:
 
 
 ·
            Inventory
                step up charge of $1.5 million related to the acquisition of Star. 
 ·
            The
                adverse impact of steel costs which have risen significantly from
                the
                prior year quarter. 
 ·
            Lower
                margins at the newly acquired Jade, Carter-Hoffmann, MP Equipment,
                Wells
                Bloomfield and Star operations which are in the process of being
                integrated within the company. 
 
 26
 
 **SELLING,
        GENERAL AND ADMINISTRATIVE EXPENSES** ***.***  Combined
        selling, general, and administrative expenses increased from $22.3 million
        in
        the first quarter of 2007 to $32.9 million in the first quarter of 2008.
        As a
        percentage of net sales, operating expenses decreased from 21.1% in the first
        quarter of 2007 to 20.4% in the first quarter of 2008. Selling expenses
        increased from $11.1 million in the first quarter of 2007 to $16.2 million
        in
        the first quarter of 2008, reflecting $5.2 million of incremental costs
        associated with the acquisitions of Jade completed on April 1, 2007,
        Carter-Hoffmann, completed June 29, 2007, MP Equipment, completed July 2,
        2007,
        Wells Bloomfield, completed August 3, 2007 and Star completed on December
        31,
        2007. General and administrative expenses increased from $11.2 million in
        the
        first quarter of 2007 to $16.6 million in the first quarter of 2008. General
        and
        administrative expenses reflects $4.5 million of costs associated with the
        acquired operations of Jade, Carter-Hoffmann, MP Equipment, Wells Bloomfield
        and
        Star. Increased general and administrative costs also include increased non-cash
        stock compensation costs which increased by $1.2 million from the prior year
        first quarter.
 
 **NON-OPERATING
        EXPENSES.** Interest
        and deferred financing amortization costs increased to $3.7 million in the
        first
        quarter of 2008 as compared to $1.2 million in the first quarter of 2007,
        due to
        increased borrowings resulting from recent acquisitions. Other expense of
        $0.4
        million in the first quarter of 2008 compared unfavorably to other income
        of
        $0.1 million in the prior year first quarter. Other expense in the first
        quarter
        of 2008 included $0.2 million of unrealized losses on financing derivatives
        and
        $0.2 million of foreign exchange losses.
 
 **INCOME
        TAXES** ***.***  A
        tax
        provision of $8.7 million, at an effective rate of 40%, was recorded during
        the
        first quarter of 2008, as compared to a $6.9 million provision at a 39%
        effective rate in the prior year quarter.
 
 
 **Financial
        Condition and Liquidity**
 
 During
        the three months ended March 29, 2008, cash and cash equivalents decreased
        by
        $2.0 million to $5.5 million at March 29, 2008 from $7.5 million at December
        29,
        2007. Net borrowings increased from $96.2 million at December 29, 2007 to
        $272.7
        million at March 29, 2008.
 
 **OPERATING
        ACTIVITIES** ***.***  Net
        cash
        provided by operating activities was $12.6 million for the three-month period
        ended March 29, 2008 compared to cash used of $4.4 million for the three-month
        period ended March 31, 2007.
 
 During
        the three months ended March 29, 2008, working capital levels changed due
        to
        normal business fluctuations, including the impact of increased seasonal
        working
        capital needs. The changes in working capital included a $0.8 million decrease
        in accounts receivable, a $1.6 million increase in inventory, a $3.8 million
        decrease in prepaid expenses and other assets and a $5.5 million increase
        in
        accounts payable. Accrued expenses and other non-current liabilities also
        decreased by $17.7 million, reflecting first quarter payout of customer rebates
        and incentive compensation related to prior year programs.
 
 **INVESTING
        ACTIVITIES** ***.***  During
        the three months ended March 29, 2008, net cash used in investing activities
        amounted to $190.2 million. This includes $188.1 million associated with
        the
        acquisition of Star, $1.2 million associated with the purchase of a
        manufacturing facility for Carter Hoffmann which had been leased and $0.9
        million of capital expenditures associated with additions and upgrades of
        production equipment.
 
 27
  **FINANCING
        ACTIVITIES.** Net
        cash
        flows provided by financing activities were $175.6 million during the three
        months ended March 29, 2008. The net increase in debt includes $176.3 million
        in
        borrowings under the company’s $450 million revolving credit facility and $0.2
        million of repayments of foreign bank loans.
 
 At
        March
        29, 2008, the company was in compliance with all covenants pursuant to its
        borrowing agreements. Management believes that future cash flows from operating
        activities and borrowing availability under the revolving credit facility
        will
        provide the company with sufficient financial resources to meet its anticipated
        requirements for working capital, capital expenditures and debt amortization
        for
        the foreseeable future.
 
 
 **Recently
        Issued Accounting Standards**
 
 In
        September 2006, the Financial Accounting Standard Board (“FASB”) issued SFAS No.
        157, “Fair Value Measurements”. This statement defines fair value, establishes a
        framework for measuring fair value in generally accepted accounting principles
        and expands disclosures about fair value measurements. This statement does
        not
        require any new fair value measurements. This statement is effective for
        interim
        reporting periods in fiscal years beginning after November 15, 2007. In November
        2007, the FASB updated FASB Statement No. 157. The FASB reaffirmed that the
        statement is effective as originally scheduled in the accounting for the
        financial assets and liabilities of financial institutions. However, the
        FASB
        issued a one year deferral for the implementation of FASB Statement No. 157
        for
        other nonfinancial assets and liabilities. The adoption of SFAS No. 157 did
        not
        have a material impact on the financial statements.
 
 In
        February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
        Financial Assets and Financial Liabilities - Including an amendment of FASB
        Statement No. 115. This statement permits entities to choose to measure many
        financial instruments and certain other items at fair value. This statement
        is
        effective for fiscal years beginning after November 15, 2007. The adoption
        of
        SFAS No. 159 did not have a material impact on the financial
        statements.
 
 In
        December 2007, the FASB issued SFAS No. 141R, “Business Combinations”. This
        statement provides companies with principles and requirements on how an acquirer
        recognizes and measures in its financial statements the identifiable assets
        acquired, liabilities assumed, and any noncontrolling interest in the acquiree
        as well as the recognition and measurement of goodwill acquired in a business
        combination. This statement also requires certain disclosures to enable users
        of
        the financial statements to evaluate the nature and financial effects of
        the
        business combination. Acquisition costs associated with the business combination
        will generally be expensed as incurred. This statement is effective for business
        combinations occurring in fiscal years beginning after December 15, 2008.
        Early adoption of FASB Statement No. 141R is not permitted. The company is
        evaluating the impact the application of this guidance will have on the
        company’s financial position, results of operations and cash flows. The company
        will adopt this statement for acquisitions consummated after the statement’s
        effective date.
 
 In
        December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
        Consolidated Financial Statements - an amendment of ARB No. 51”. This statement
        amends ARB 51 to establish accounting and reporting standards for the
        noncontrolling interest (minority interest) in a subsidiary and for the
        deconsolidation of a subsidiary. Upon its adoption, effective as of the
        beginning of the company’s 2009 fiscal year, noncontrolling interests will be
        classified as equity in the company’s financial statements and income and
        comprehensive income attributed to the noncontrolling interest will be included
        in the company’s income and comprehensive income. The provisions of this
        standard must be applied retrospectively upon adoption. The company does
        not
        anticipate that the adoption of SFAS No. 160 will have a material impact
        on its
        financial statements.
 
 28
 In
        March
        2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
        and Hedging Activities—an amendment of FASB Statement No. 133.” This statement
        amends SFAS No. 133 to require enhanced disclosures about an entity’s derivative
        and hedging activities. This Statement is effective for financial statements
        issued for fiscal years and interim periods beginning after November 15,
        2008,
        with early application encouraged. The company is evaluating the impact the
        application of this guidance will have on the company’s financial position,
        results of operations and cash flows.
 
 
 **Critical
        Accounting Policies and Estimates**
 
 Management's
        discussion and analysis of financial condition and results of operations
        are
        based upon the company's consolidated financial statements, which have been
        prepared in accordance with accounting principles generally accepted in the
        United States. The preparation of these financial statements requires the
        company to make estimates and judgments that affect the reported amounts
        of
        assets, liabilities, revenues and expenses as well as related disclosures.
        On an
        ongoing basis, the company evaluates its estimates and judgments based on
        historical experience and various other factors that are believed to be
        reasonable under the circumstances. Actual results may differ from these
        estimates under different assumptions or conditions.
 
 *Revenue
        Recognition* *.* ****** The
        company recognizes revenue on the sale of its products when risk of loss
        has
        passed to the customer, which occurs at the time of shipment, and collectibility
        is reasonably assured. The sale prices of the products sold are fixed and
        determinable at the time of shipment. Sales are reported net of sales returns,
        sales incentives and cash discounts based on prior experience and other
        quantitative and qualitative factors.
 
 At
        the
        food processing equipment group, the company enters into long-term sales
        contracts for certain products. Revenue under these long-term sales contracts
        is
        recognized using the percentage of completion method prescribed by Statement
        of
        Position No. 81-1 due to the length of time to fully manufacture and assemble
        the equipment. The company measures revenue recognized based on the ratio
        of
        actual labor hours incurred in relation to the total estimated labor hours
        to be
        incurred related to the contract. Because estimated labor hours to complete
        a
        project are based upon forecasts using the best available information, the
        actual hours may differ from original estimates. The percentage of completion
        method of accounting for these contracts most accurately reflects the status
        of
        these uncompleted contracts in the company's financial statements and most
        accurately measures the matching of revenues with expenses. At the time a
        loss
        on a contract becomes known, the amount of the estimated loss is recognized
        in
        the consolidated financial statements.
 
 *Property
        and equipment:*  Property
        and equipment are depreciated or amortized on a straight-line basis over
        their
        useful lives based on management's estimates of the period over which the
        assets
        will be utilized to benefit the operations of the company. The useful lives
        are
        estimated based on historical experience with similar assets, taking into
        account anticipated technological or other changes.  The company
        periodically reviews these lives relative to physical factors, economic factors
        and industry trends. If there are changes in the planned use of property
        and
        equipment or if technological changes were to occur more rapidly than
        anticipated, the useful lives assigned to these assets may need to be shortened,
        resulting in the recognition of increased depreciation and amortization expense
        in future periods.
 
 29
  *Long-lived
        assets:*  Long-lived
        assets (including goodwill and other intangibles) are reviewed for impairment
        annually and whenever events or changes in circumstances indicate that the
        carrying amount of an asset may not be recoverable. In assessing the
        recoverability of the company's long-lived assets, the company considers
        changes
        in economic conditions and makes assumptions regarding estimated future cash
        flows and other factors.  Estimates of future cash flows are judgments
        based on the company's experience and knowledge of operations.  These
        estimates can be significantly impacted by many factors including changes
        in
        global and local business and economic conditions, operating costs, inflation,
        competition, and consumer and demographic trends.  If the company's
        estimates or the underlying assumptions change in the future, the company
        may be
        required to record impairment charges.
 
 *Warranty:*  In
        the
        normal course of business the company issues product warranties for specific
        product lines and provides for the estimated future warranty cost in the
        period
        in which the sale is recorded.  The estimate of warranty cost is based on
        contract terms and historical warranty loss experience that is periodically
        adjusted for recent actual experience. Because warranty estimates are forecasts
        that are based on the best available information, claims costs may differ
        from
        amounts provided. Adjustments to initial obligations for warranties are made
        as
        changes in the obligations become reasonably estimable.
 
 *Litigation:*  From
        time
        to time, the company is subject to proceedings, lawsuits and other claims
        related to products, suppliers, employees, customers and competitors. The
        company maintains insurance to partially cover product liability, workers
        compensation, property and casualty, and general liability matters.  The
        company is required to assess the likelihood of any adverse judgments or
        outcomes to these matters as well as potential ranges of probable losses. 
A determination of the amount of accrual required, if any, for these
        contingencies is made after assessment of each matter and the related insurance
        coverage.  The reserve requirements may change in the future due to new
        developments or changes in approach such as a change in settlement strategy
        in
        dealing with these matters.  The company does not believe that any pending
        litigation will have a material adverse effect on its financial condition
        or
        results of operations.
 
 *Income
        taxes:*  The
        company operates in numerous foreign and domestic taxing jurisdictions where
        it
        is subject to various types of tax, including sales tax and income tax. 
The company's tax filings are subject to audits and adjustments. Because
        of the
        nature of the company’s operations, the nature of the audit items can be
        complex, and the objectives of the government auditors can result in a tax
        on
        the same transaction or income in more than one state or country.  The
        company initially recognizes the financial statement effects of a tax position
        when it more likely than not, based on the technical merits, that the position
        will be sustained upon examiniation. For tax positions that meet the
        more-likely-than-not recognition threshold, the company initially and
        subsequently measures its tax positions as the largest amount of tax benefit
        that is greater than 50 percent likely of being realized upon effective
        settlement with the taxing authority. As part of the company's calculation
        of
        the provision for taxes, the company has recorded liabilities on various
        tax
        positions that are currently under audit by the taxing authorities. The
        liabilities may change in the future upon effective settlement of the tax
        positions.
 
 30
 
 **Contractual
        Obligations**
 
 The
        company's contractual cash payment obligations as of March 29, 2008 are set
        forth below (in thousands):
 TotalDeferred
                
                
                
                
                
                Idle
                
                ContractualAcquisition
                
                Long-term
                
                Operating
                
                Facility
                
                CashCosts
                
                Debt
                
                Leases
                
                Leases
                
                ObligationsLess
                    than 1 year
                
                $
                --
                
                $
                2,661
                
                $
                2,661
                
                $
                332
                
                $
                5,6541-3
                    years
                
                
                2,000
                
                
                482
                
                
                3,350
                
                
                793
                
                
                6,6253-5
                    years
                
                
                --
                
                
                269,514
                
                
                903
                
                
                870
                
                
                3,587After
                    5 years
                
                
                --
                
                
                --
                
                
                53
                
                
                1,031
                
                
                268,784$
                2,000
                
                $
                272,657
                
                $
                6,967
                
                $
                3,026
                
                $
                284,650
 
 Idle
        facility leases consists of an obligation for a manufacturing location that
        was
        exited in conjunction with the company's manufacturing consolidation efforts.
        This lease obligation continues through June 2015. This facility has been
        subleased. The obligation presented above does not reflect any anticipated
        sublease income from the facilities.
 
 The
        projected benefit obligation of the company’s defined benefit plans exceeded the
        plans’ assets by $4.6 million at the end of 2007 as compared to $3.5 million at
        the end of 2006. The unfunded benefit obligations were comprised of a $0.6
        million under funding of the company's union plan and $4.0 million of under
        funding of the company's director plans. The company does not expect to
        contribute to the director plans in 2008. The company made minimum contributions
        required by the Employee Retirement Income Security Act of 1974 (“ERISA”) of
        $0.1 million in 2007 to the company's union plan. The company does not expect
        to
        make contributions in 2008 to the union plan.
 
 The
        company has $4.1 million in outstanding letters of credit, which expire on
        March
        29, 2009 to secure potential obligations under insurance programs.
 
 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 is not determinable.
 
 The
        company has an obligation to make $2.0 million of purchase price payments
        to the
        sellers of MP Equipment that were deferred in conjunction with the
        acquisition.
 
 The
        company has no activities, obligations or exposures associated with off-balance
        sheet arrangements.
 
 31
 
 **Item
        3.**  **Quantitative
        and Qualitative Disclosures 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
                
                VariableRate
                
                RateTwelve
                    Month Period Ending
                
                Debt
                
                Debt(in
                    thousands)March
                    29, 2009
                
                $
                --
                
                $
                2,661March
                    29, 2010
                
                
                --
                
                
                241March
                    29, 2011
                
                
                --
                
                
                241March
                    29, 2012
                
                
                --
                
                
                241March
                    29, 2013
                
                
                --
                
                
                269,273$
                --
                
                $
                272,657
 
 During
        the fourth quarter of 2007 the company entered into a new senior secured
        credit
        facility. Terms of the senior credit agreement provide for $450.0 million
        of
        availability under a revolving credit line. As of March 29, 2008, the company
        had $267.7 million of borrowings outstanding under this facility. The company
        also has $4.1 million in outstanding letters of credit, which reduces the
        borrowing availability under the revolving credit line.
 
 Borrowings
        under the senior secured credit facility are 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 March 29, 2008 the average interest rate on
        the
        senior debt amounted to 4.21%. 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 0.25% as
        of
        March 29, 2008.
 
 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 March 29, 2008 these facilities amounted to
        $5.0 million in US dollars, including $2.6 million outstanding under a revolving
        credit facility and $2.4 million of a term loan.  The interest rate on the
        revolving credit facility is assessed at 1.25% above Euro LIBOR, which amounted
        to 5.41% on March 29, 2008. The term loan matures in 2013 and the interest
        rate
        is assessed at 5.62%.
 
 32
  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 March 29, 2008 the company had the
        following interest rate swaps in effect:
 
 **Fixed****Notional**
              
              **Interest**
              
              **Effective**
              
              **Maturity****Amount**
              
              **Rate**
              
              **Date**
              
              **Date**$
                  10,000,000
              
              5.030%
              
              3/3/2006
              
              12/21/2009$  10,000,000
              
              2.520%
              
              2/13/2008
              
              2/19/2009$  20,000,000
              
              2.635%
              
              2/6/2008
              
              2/6/2009$  25,000,000
              
              3.350%
              
              1/14/2008
              
              1/14/2010$  10,000,000
              
              2.920%
              
              2/1/2008
              
              2/1/2010$  10,000,000
              
              2.785%
              
              2/6/2008
              
              2/6/2010$  10,000,000
              
              3.033%
              
              2/6/2008
              
              2/6/2011$  10,000,000
              
              2.820%
              
              2/1/2008
              
              2/1/2009
  
 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 and fixed charge coverage. 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 March 29, 2008, the company
        was in compliance with all covenants pursuant to its borrowing
        agreements.
 
 33
  **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 a
        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 March 29, 2008, the fair value of these instruments
        was $1.4 million. The change in fair value of these swap agreements in the
        first
        three months of 2008 was a loss of $0.5 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**
              
              **Mar.
                  29, 2008**
              
              **(net
                  of taxes)**$
                  10,000,000
              
              5.030%
              
              3/3/2006
              
              12/21/2009
              
              $
                  (462,000)
              
              $
                  (9,000)1$  10,000,000
              
              2.520%
              
              2/13/2008
              
              2/19/2009
              
              $
                  (28,000)
              
              $
                  (17,000)$  20,000,000
              
              2.635%
              
              2/6/2008
              
              2/6/2009
              
              $
                  (65,000)
              
              $
                  (39,000)$  25,000,000
              
              3.350%
              
              1/14/2008
              
              1/14/2010
              
              $
                  (464,000)
              
              $
                  (278,000)$  10,000,000
              
              2.920%
              
              2/1/2008
              
              2/1/2010
              
              $
                  (106,000)
              
              $
                  (64,000)$  10,000,000
              
              2.785%
              
              2/6/2008
              
              2/6/2010
              
              $
                  (47,000)
              
              $
                  (28,000)$  10,000,000
              
              3.033%
              
              2/6/2008
              
              2/6/2011
              
              $
                  (81,000)
              
              $
                  (49,000)$  10,000,000
              
              2.820%
              
              2/1/2008
              
              2/1/2009
              
              $
                  (100,000)
              
              $
                  (60,000)
 
 1  Previous
        to the fiscal quarter ended March 29, 2008, this swap had not been designated
        as
        an effective cash flow hedge. The swap was designated as an effective cash
        flow
        hedge during the quarter ended March 29, 2008. In accordance with SFAS No.
        133,
        the net reduction of $0.2 million in the fair value of this swap prior to
        the
        designation date has been recorded as a loss in earnings for the first quarter
        2008.
 
 
 **Foreign
        Exchange Derivative Financial Instruments**
 
 The
        company uses 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. There was no
        forward
        contract outstanding at the end of the quarter.
 
 34
 
 **Item
        4. Controls and Procedures**
 
 The
        company maintains disclosure controls and procedures that are designed to
        ensure
        that information required to be disclosed in the company's Exchange Act reports
        is recorded, processed, summarized and reported within the time periods
        specified in the SEC's rules and forms, and that such information is accumulated
        and communicated to the company's management, including its Chief Executive
        Officer and Chief Financial Officer, as appropriate, to allow timely decisions
        regarding required disclosure.
 
 As
        of
        March 29, 2008, the company carried out an evaluation, under the supervision
        and
        with the participation of the company's management, including the company's
        Chief Executive Officer and Chief Financial Officer, of the effectiveness
        of the
        design and operation of the company's disclosure controls and procedures.
        Based
        on the foregoing, the company's Chief Executive Officer and Chief Financial
        Officer concluded that the  company's
        disclosure controls and procedures were effective as of the end of this
        period.
  During
        the quarter ended March 29, 2008, there has been no change in the company's
        internal control over financial reporting that has materially affected, or
        is
        reasonably likely to materially affect, the company's internal control over
        financial reporting.
 
 35
  **PART
        II. OTHER INFORMATION**
 
 The
        company was not required to report the information pursuant to Items 1 through
        6
        of Part II of Form 10-Q for the three months ended March 29, 2008, except
        as
        follows:
 
 **Item
        1A. Risk Factors**
 
 There
        have been no material changes in the risk factors as set forth in the company's
        2007 Annual Report on Form 10-K/A.
 
 **Item
        2. Unregistered Sales of Equity Securities and Use of
        Proceeds**
 
 *Issuer
        Purchases of Equity Securities*
 
 Total
                  Number of SharesPurchased
              
              Average
                  Price Paidper
                  Share
              
              Total
                  Number of Shares Purchased as Part of Publicly Announced Plan orProgram
              
              Maximum
                  Number of Shares that May Yet be Purchased Under the Planor
                  ProgramDecember
                  30, 2007 to January 26, 2008
              
              
              4,869
              
              
              --
              
              
              4,869
              
              
              842,132January
                  27, 2008 to February 23, 2008
              
              
              --
              
              
              --
              
              
              --
              
              
              842,132February
                  24, 2008 to March 29, 2008
              
              
              --
              
              
              --
              
              
              --
              
              
              842,132Quarter
                  ended March 29, 2008
              
              
              4,869
              
              
              --
              
              
              4,869
              
              
              842,132
 
 
 In
        July
        1998, the company's Board of Directors adopted a stock repurchase program
        that
        authorized the purchase of common shares in open market purchases. As of
        March
        29, 2008, 957,868 shares had been purchased under the 1998 stock repurchase
        program. 4,869 shares were repurchased by the company during the three month
        period ended March 29, 2008.
 
 
 **Item
        6. Exhibits**
 
 Exhibits
        - The following exhibits are filed herewith:
 
 Exhibit
        31.1 - Rule 13a-14(a)/15d -14(a) Certification of the Chief Executive Officer
        as
        adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  Exhibit
        31.2 - Rule 13a-14(a)/15d -14(a) Certification of the Chief Financial Officer
        as
        adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  Exhibit
        32.1 - Certification by the Principal Executive Officer of The Middleby Corporation
        Pursuant to Rule 13A-14(b) under the Exchange Act and Section 906 of the
        Sarbanes-Oxley Act of 2002(18 U.S.C. 1350).
  Exhibit
        32.2 - Certification by the Principal Financial Officer of The Middleby Corporation
        Pursuant to Rule 13A-14(b) under the Exchange Act and Section 906 of the
        Sarbanes-Oxley Act of 2002(18 U.S.C. 1350).
   36
  **SIGNATURE**
 
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, the Registrant
        has
        duly caused this report to be signed on its behalf by the undersigned thereunto
        duly authorized.
 ****
              THE
                  MIDDLEBY CORPORATION
                (Registrant)Date
                August
                6, 2008___________
              By:
              /s/ Timothy
                J. FitzGeraldTimothy J. FitzGerald
                Vice
                    President,
                  Chief
                    Financial Officer
   37