October 2006

Investor Presentation

Statements made in this presentation or otherwise attributable to the company regarding the company's business which are not historical fact are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The company cautions investors that such statements are estimates of future performance and are highly dependent upon a variety of important factors that could cause actual results to differ materially from such statements. Such factors include, but are not limited to variability in financing costs; quarterly variations in operating results; dependence on key customers; international exposure; foreign exchange and political risks affecting international sales; 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 SEC filings.

Forward Looking Statements

1

Company Overview

Middleby Investment Highlights

Market Leader− Established and well-respected brands and leader in the commercial cooking industry

− #1 or #2 market position in U.S. across most product lines

− Introducing 10-12 new, technologically-advanced products every year

Well-Positioned for Continued Growth− Strong pipeline of new differentiated products

− Premiere customer base for replacement market

− Proven acquisition strategy and integration

− Infrastructure in place and well-positioned for quickly-growing international markets

Experienced, Proven Management Team− 12+ record quarters

− Successful record of growth organically and through acquisitions

− Strong profitability and commitment to operations excellence

3

Fryers16%

Grills, Ranges & Broilers

16%

Convection Ovens

10%Heating Cabinets

11%

Baking & Other Ovens

7%Conveyor Ovens

5%

Microwave Ovens

5%

Combi Ovens

6% Toasters / Counterline

4%

Steam Cooking

20%

Market Leader

___________________________1. Source: North American Association of Food Equipment Manufacturers and management estimates.

4

U.S. Hot-side Foodservice Equipment Market by Product (1)

We are focused on the hot-side of the foodservice equipment industry

The U.S. commercial cooking equipment market is ~$1.5B.

The International commercial cooking equipment market is $1B.

The Middleby focus is the hot side

– Most important piece of equipment in the restaurant and critical the success of the restaurant.

– Equipment specification and purchasing decisions driven by chef / operator

– Product pricing driven by differentiated technology

Conveyor Ovens #1 Papa John’s, Pizza Hut,

Domino’s, Costco

Fryers #2 KFC, Dunkin’ Donuts,

McDonald’s, Taco Bell

Convection Ovens #1 KFC, Burger King,

Cracker Barrel, Cheesecake Factory

Ranges #2 Morton’s, Wendy’s,

Bob Evans

Charbroilers #1 Outback Steakhouse,

Applebee’s, Culver’s

Product U.S. Market PositionBrand

___________________________Source: Management estimates.

5

Representative Customers

Market Leading Brands

We succeed due to strong brands, product innovation, service and support and our continuous commitment to quality

Restaurant Baking Ovens #1 Subway, Bob Evans

Warmers Toasters

#1#2

Wendy’s, KFC, IHOP McDonald’s, Chick-fil-A

Food processing ovens#2 SaraLee, Smithfield

Food packaging equipment #2 Kraft, Hormel

Combi-ovens Ovens N/A Fast-growing European

markets

Product U.S. Market PositionBrand

___________________________Source: Management estimates.

6

Representative Customers

Market Leading Brands (con’t)

We succeed due to strong brands, product innovation, service and support and our continuous commitment to quality

Middleby Brand Products

Conveyor Oven Combi Oven Convection Oven Fryer

Range Infrared Broiler Steamer Baking Oven

7

Automated oven with energy management system

Combination steam and convection in one cavity

No-turn bake capabilities Highest efficiency burner

Non-clog burner and water proof controls

Used by the best steakhouses in the world

Boilerless, no-lime steamer V-air technology cooks bread in less than 15 minutes

We offer a comprehensive line of innovative cooking equipment

Strong Relationships with Premier Customers

Blue-chip, customer base

Long standing relationships

Limited customer concentration

Large installed base

Serve all food segments

8

Middleby Sales Growth Drivers

New Products

Acquisitions

Replacement Market

International Sales

1) Sales Growth Drivers—New Products

WOW! Oven

Rocket Fryer

Bakery Ovens

Strato Steam

WOW! Oven

Rocket Fryer

Hydrovection

Cyclone Oven

Flash Pasteurization

The Middleby brands introduce10-12 new products every year. By listening to our customers, new products are then developed to meet their needs and satisfy industry trends such as energy savings and speed.

Energy Savings Speed

9

Growth Drivers—Middleby R&D

Benefit: Improved Profit Margins

Disruptive Design

Benefit: Sales Growth Benefit: Customer retention and brand image

Brand Extension Catalyst Design

WOW Oven Rethermalizer StratoSteam

Strategic Market Transformation

Designs that reinterpret existing categories with features and benefits

Value to bottom line of customers

10

2) Sales Growth Drivers—Acquisitions

$400 million market

$10 million

$600 million market

$40 million

$20 million

Two New Middleby Platforms

Combi Ovens Food Processing and Packaging

11

Recent Acquisitions

Acquisition Criteria:– Leading Brands– Patented Technology– Focused on Cooking

12

Recent Acquisitions

Alkar Rapidpak acquisition allows expansion of customer base into food processing, Denmark-based Houno brings to Middleby European manufacturing and technology.

Rationale

Alkar and RapidPak: Broadened product lines and customer base to expand cooking for food processing industry. Benefit from precooked and “ready to eat” trends as fewer meals are prepared at home

Houno:Gives Middleby a strong presence in quickly-growing European markets.

Both: Opportunities to transfer technology across companies

Integration Initiatives

Technology Transfer

SKU rationalization and Product Pricing

Cost Reduction and Purchasing Savings

Successful Acquirer

Blodgett a key strategic acquisition

− More than doubled size of company

− Integrated and refocused on strength of brands

− Successful new product launches

Post-Blodgett integration, we continue to be opportunistic

− Nu-Vu acquisition presents great opportunity

− Foodservice equipment industry remains fragmented

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Blodgett Acquisition Nu-Vu Acquisition

Transforming Blodgett acquisition; compelling Nu-Vu acquisition in 2005

Rationale

Broadened product lines to provide more complete range of hot-side foodservice equipment

Better positioned us with fast growing segments of foodservice industry

Achievements and Synergies

Rationalized headcount

Consolidated manufacturing facilities

Refocused business on core products

Rationale

Acquired in January 2005

Leader in baking ovens and proofers

Fills gap in product line

Complementary technologies provide further ability to innovate

Synergy Opportunities

Cross-selling to be realized

Manufacturing / productivity improvements

3) Sales Growth Drivers—Replacement Market

Middleby Marshall Conveyor Ovens

Convection Ovens

Transfat filter oil fryers

Stratosteam Gas: boilerless

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4) Sales Growth Drivers—International Market

Local chains

Specifically designed product for regional specifications

Reorganization of Middleby Worldwide

15

Unique Global Footprint

Net Sales by Geography

Global presence through sales, service and manufacturing in key international markets

Mississauga, Ontario, Canada

Bilbao, Spain Manchester, UK Delhi, India Seoul, South Korea

Shanghai, China

Taipei, Taiwan

Manila, Philippines

Mexico City, Mexico

Key Advantages

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Manufacturing facility, sales office and test kitchen Sales office with test kitchen Sales office only

Test kitchens throughout the world allow us to educate customers of the benefits of our equipment through hands-on experience and training

Worldwide service is critical and highly valued by U.S. chains expanding into international markets

Worldwide sales infrastructure allows direct contact with key decision makers, especially in high-growth Asian markets

Philippines manufacturing provides regional presence in high-growth Asian markets and low-cost manufacturing capabilities for U.S. market

Profit Growth Drivers

$100 Million

Outsourcing to China

Reverse auctions

Higher Margin Products

WOW

500 Range

Plant Operating Rationalization: consolidation of Toastmaster and Nu-Vu

Move high labor process to the Philippines

Supply Chain

Higher Margin Products

Plant Efficiencies

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Financial Review

$132.5 $127.0$103.6

$235.1 $242.2$271.1

$316.8

$359.5

$132.3

73.0

$6.3 $11.4 $15.5 $11.5 $33.9 $38.6 $52.2 64.6 12.2%

14.4% 15.9%19.2% 20.4% 20.3%

11.1%4.8%8.6%

0

100

200

300

$400

1998 1999 2000 2001 2002 2003 2004 2005

0

10

20

30

40%

Net Revenue EBITDA EBITDA Margin

New managementteam in place

Middleby operationsrestructured

Blodgett acquired inDecember 2001

Blodgett operationsrestructured

Jan 2005Nu-Vu

acquired

Dec 2005ALKAR

acquired

Financial Overview

Middleby Financial Performance

($ in millions)

$132.5 $127.0$103.6

$235.1 $242.2$271.1

$312.1

$395.5

$6.3 $11.4 $15.5 $11.5$33.9 $38.6 $52.2 $52.2

$87.4$132.3

12.2%14.4% 15.9%

19.2% 20.5% 22.1%

11.1%4.8%8.6%

0

100

200

300

$400

1998 1999 2000 2001 2002 2003 2004 2005E 2006E

0

10

20

30

40%

Net Revenue EBITDA EBITDA Margin

19

Aug 2006Houno

acquired

Track Record of Growth

Historical Net Sales

21

$317.0

$271.1

$242.2

$235.1

$200

$210

$220

$230

$240

$250

$260

$270

$280

$290

$300

$310

2002 2003 2004 2005

Net Sales

CAGR = 9.9%

Focus on Profitability

Historical Gross Profit and Margin

22

Historical Operating Income and Margin

($ in millions)

$121.6

$102.6

$85.9

$78.5

33.4%35.4%

37.9%38.4%

$0

$20

$40

$60

$80

$100

$120

$140

2002 2003 2004 2005

0%

10%

20%

30%

40%

50%

60%

Gross Profit Gross Margin

$29.7

$35.0

$49.0

$58.0

18.3%18.1%

14.5%

12.6%

$0

$10

$20

$30

$40

$50

$60

2002 2003 2004 2005

0%

5%

10%

15%

20%

25%

Operating Income Operating Margin

___________________________Note: 2004 operating income and margin exclude stock repurchase transaction expenses of $12.6 million and acquisition integration reserve reversal of $1.9 million. See the Company’s

10-K for further disclosure.

Focus on Margin Improvement

Operating Strategy

Decentralized operations

Incentivizing employees on financial performance goals

Achieving engineering and R&D excellence

Driving operational efficiencies

23

Proven Results

We have achieved success due to our focus on our core management philosophy

Product standardization

− Significant improvements in productivity through reduction

of man hours

Material cost initiatives

− Reduction of suppliers / improved sourcing

Plant consolidation and headcount reduction

− Successful integration of acquisitions

Focus on higher margin products

− Eliminated less profitable product lines

Improvement in capacity utilization

− Strategic shifts in manufacturing and production

Utilization of low-cost facility

− Increased utilization of Philippines facility for U.S.

component manufacturing

Net Sales increased 27% in 1st half

− 9.0% organic growth

− 18.0% acquisition growth

Gross margins impacted by:

− Benefit of increased volume and production efficiencies

− Increased steel and other material costs

− Impact of acquisitions

Operating costs impacted by:

− Impact of acquisitions

− Higher commissions due to increased sales

− Rising interest rates

Results Commentary

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(Amounts in millions, except per share data)

YTD YTD

Q2 2006 Q2 2005

Net Sales $ 201.6 $ 158.8

% Growth 27.0% 17.3%

Gross Profit $ 77.2 $ 59.7

% Margin 38.3% 37.5%

SG&A $ 41.8 $ 31.3

% Sales 20.7% 19.7%

Operating Income $ 35.4 $ 28.3

% Sales 17.5% 17.8%

Interest Expense, net $ 3.8 $ 3.5

Net Earnings $ 19.1 $ 15.3

Diluted EPS $ 2.32 $ 1.91

Weighted Avg Shares 8.2 8.0

2006 First Half Review

Financial Themes

Top Line Growth− Positioned in faster growing segments

− Continued new product innovation

− Impact of acquisition

Focus on Operating Margins− Standardization of product platforms

− Strategic supply chain initiatives

− Integration of Alkar

Strong Balance Sheet− Continued debt reduction

− Capacity to pursue strategic acquisitions

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Key Investment Highlights

Market Leader on Hot-Side of Foodservice Equipment

Established Well-Respected Brands

Premier Customer Base

Positioned for Growth

Unique Global Footprint

Strong Profitability and Commitment to Operational Excellence

Successful Track Record of Growth through Acquisitions

Experienced and Proven Management Team

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