Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements have been prepared by The Middleby Corporation (the "company" or “Middleby”), pursuant to the rules and regulations of the Securities and Exchange Commission. 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 2011 Form 10-K. The company’s interim results are not necessarily indicative of future full year results for the fiscal year 2012.

In the opinion of management, the financial statements contain all adjustments necessary to present fairly the financial position of the company as of March 31, 2012 and December 31, 2011, and the results of operations for the three months ended March 31, 2012 and April 2, 2011 and cash flows for the three months ended March 31, 2012 and April 2, 2011.

Non-Cash Share-Based Compensation

The company estimates the fair value of market-based stock awards and stock options at the time of grant and recognizes compensation cost over the vesting period of the awards and options. Non-cash share-based compensation expense was $2.7 million and $2.0 million for the first quarter of 2012 and 2011, respectively.

Income Tax Contingencies

As of December 31, 2011, the total amount of liability for unrecognized tax benefits related to federal, state and foreign taxes was approximately $15.6 million (of which $14.1 million would impact the effective tax rate if recognized) plus approximately $1.9 million of accrued interest and $2.0 million of penalties. The company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. Interest of $(0.2) million and $0.1 million were recognized in the first quarter of 2012 and 2011, respectively. Penalties of $(0.3) million and less than $0.1 million were recognized in the first quarter of 2012 and 2011, respectively. In the first quarter of 2012, the company recognized a benefit of $1.7 million for unrecognized tax benefits related to reduced tax exposures.

It is reasonably possible that the amounts of unrecognized tax benefits associated with state, federal and foreign tax positions may decrease over the next twelve months due to expiration of a statute or completion of an audit. The company believes that it is reasonably possible that approximately $2.4 million of its currently remaining unrecognized tax benefits may be recognized over the next twelve months as result of settlements with taxing authorities or lapses of statutes of limitations.

A summary of the tax years that remain subject to examination in the company’s major tax jurisdictions are:

United States – federal	2008 – 2011
United States – states	2004 – 2011
Austrailia	2011
Brazil	2010 – 2011
Canada	2009 – 2011
China	2003 – 2011
Denmark	2007 – 2011
France	2011
Germany	2011
Italy	2009 – 2011
Mexico	2006 – 2011
Philippines	2007 – 2011
South Korea	2006 – 2011
Spain	2008 – 2011
Taiwan	2008 – 2011
United Kingdom	2008 – 2011

Fair Value Measures

ASC 820 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. ASC 820 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 financial assets and liabilities that are measured at fair value and are categorized using the fair value hierarchy are as follows (in thousands):

	Fair Value		Fair Value		Fair Value
	Level 1		Level 2		Level 3		Total
As of March 31, 2012

Financial Assets:
Pension plans	$	21,229	$	1,297		--	$	22,526

Financial Liabilities:
Interest rate swaps		--	$	3,161		--	$	3,161
Contingent consideration		--		--	$	3,306	$	3,306

As of December 31, 2011

Financial Assets:
Pension plans	$	21,229	$	1,297		--	$	22,526

Financial Liabilities:
Interest rate swaps		--	$	3,216		--	$	3,216
Contingent consideration		--		--	$	3,398	$	3,398

The contingent consideration relates to the earnout provisions recorded in conjunction with the acquisitions of CookTek and Danfotech.

Consolidated Statements of Cash Flows

Cash paid for interest was $1.9 million and $1.7 million for the first quarter of 2012 and 2011, respectively. Cash payments totaling $10.5 million and $2.6 million were made for income taxes for the first quarter of 2012 and 2011, respectively.

Net borrowings under the company’s senior revolving credit facility in the first quarter of 2012 consisted of $42.0 million of borrowings offset by $44.2 million of repayments.