Edgar Filing: ENODIS PLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 20-F

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

For the Fiscal Year Ended September 30, 2000

Commission file number: 1-15032

ENODIS PLC
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(Exact Name of Registrant as Specified in Its Charter)

England and Wales
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(Jurisdiction of Incorporation or Organization)

1 Farnham Road, Guildford
Surrey, GU2 4RG United Kingdom
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(Address of Principal Executive Offices)

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

Title of each class: Name of each exchange on which registered:
-------------------- -----------------------------------------

Ordinary Shares* of nominal value 50p each, New York Stock Exchange
represented by American Depositary Shares.
Each American Depositary Share represents
four Ordinary Shares

*Ordinary Shares will not be listed in the U.S.

Securities registered or to be registered pursuant to Section 12(g) of the Act:
None.
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None.

The total number of outstanding shares of the issuer's common stock as of
September 30, 2000 was 250,074,985 ordinary shares.

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 X No ____
---

Indicate by check mark which financial statement item the registrant has
elected to follow.
Item 17. ___ Item 18. X
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As used in this report, "we," "us," "our" and "Enodis" mean Enodis plc, a
public limited company incorporated and registered under the laws of England and
Wales, and its subsidiaries, unless the context indicates a different meaning.
The term "ordinary shares" means our ordinary shares, nominal value 50p each.

Our financial statements included in this report have been prepared in
accordance with accounting principles generally accepted in the United States
("U.S. GAAP"), which differ in some respects from accounting principles
generally accepted in the United Kingdom ("U.K. GAAP"), as applied by us in
preparing our statutory financial statements and annual report and accounts.
The financial information contained elsewhere in this report, except as
otherwise noted, is in accordance with U.S. GAAP. Our fiscal year consists of
the 52 or 53 weeks ending on the Saturday nearest to September 30. Fiscal 1999
had 53 weeks. Fiscal 2000, 1998, 1997 and 1996 each had 52 weeks.

This report contains "forward-looking statements," within the meaning of
the U.S. federal securities laws, that represent our expectations or beliefs
regarding future events, based on currently available information. These
statements typically are identified by the use of words such as "may," "will,"
"expect," "anticipate," "believe," "estimate" and similar words, although some
forward-looking statements are expressed differently. These statements by their
nature involve substantial risks and uncertainties, many of which are beyond our
control. They are not guarantees of future performance. Our actual results
could differ materially from those expressed in the forward-looking statements
due to a variety of important factors. Factors that could cause our results to
differ materially from our expectations are described under "Item 3. Key
Information -- Risk Factors" and elsewhere in this report.

PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

Currency Conventions and Exchange Rate Information

Our financial statements included in this report are prepared in
British pounds. The table below shows, for the periods indicated, the exchange
rates for pounds, expressed in U.S. dollars per pound, based on the noon buying
rate of the U.S. Federal Reserve Bank on the relevant dates.

Monthly Exchange Rates Yearly Exchange Rates*
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Month High Low Fiscal Year Ended Average
---------------------- ----------- ------------ -----------------------------------------------

October 2000 1.47 1.43 September 28, 1996 1.54
November 2000 1.45 1.40 September 27, 1997 1.64
December 2000 1.50 1.44 September 26, 1998 1.66
January 2001 1.50 1.46 October 2, 1999 1.63
February 2001 1.48 1.44 September 30, 2000 1.55
March 2001 1.47 1.42

__________________
* Based on the average of the exchange rates on the last day of each month
during the year.

The exchange rate on April 9, 2001 was $1.45 per pound.

Throughout this report, some amounts that are expressed in U.S. dollar
amounts have been translated from pounds. The exchange rate used for these
translations is $1.4785 per pound, the exchange rate on September 30, 2000. The
translations have been provided for your convenience. You should be aware,
however, that fluctuations in the exchange rate between the pound and the dollar
affect the actual values of the amounts that have been translated. Therefore,
the dollar value of these amounts when you are reading this report are likely to
be different from the dollar amounts shown.

Selected Financial Data

The following selected financial data should be read in conjunction with
"Item 5. Operating and Financial Review and Prospects" and our consolidated
financial statements, including the notes to them, and other financial
information appearing in this report. The selected statement of income data set
forth below for fiscal 2000, 1999 and 1998, and the balance sheet data at
September 30, 2000 and October 2, 1999 are derived from our consolidated
financial statements, which have been prepared in accordance with U.S. GAAP and
are included elsewhere in this report. The selected statement of income data
for fiscal 1997 and 1996, and the balance sheet data at September 26, 1998,
September 27, 1997 and September 28, 1996 are derived from the audited financial
statements appearing in our registration statement on Form 20-F filed with the
SEC on July 5, 2000 and in our annual report and accounts for fiscal 1998 and
1997.

The data for each of the periods presented has been restated to reflect the
effects of accounting for the building and consumer products business as a
discontinued operation. See "Item 4. Information on the Company - Operating
and Strategic Changes." and Note 3 to our financial statements included in this
report.

U.S. GAAP U.K. GAAP
(in millions, except share data) Fiscal Year Ended (1) Fiscal Year Ended (1)
-----------------------------------------------------------------------------------
Statement of Income Data Sept. 30, Sept. 30, Oct. 2, Sept. 26, Sept. 27, Sept. 27, Sept. 28,
2000(2) 2000 1999 1998 1997 1997 1996
--------- ----- ----- ----- ----- ----- -----
$ (Pounds) (Pounds) (Pounds) (Pounds) (Pounds) (Pounds)

Net Sales 1,337.2 904.4 490.7 335.9 302.7 302.7 302.4
Operating Profit 114.7 77.6 43.1 28.6 23.8 30.2 31.8
Amortization expense 55.7 37.7 19.3 15.7 16.1 -- --
Income from continuing operations 13.5 9.1 10.6 2.2 4.7 7.0 11.6
Income from discontinued operations 23.9 16.2 16.7 14.1 32.8 49.8 7.9
And extraordinary gain --------- ----- ----- ----- ----- ----- -----

Net income 37.4 25.3 27.3 16.3 37.5 56.8 19.5
Basic earnings per ordinary share (pence):
Income from continuing operations .06 3.9p 6.7p 1.5p 3.1p 4.6p 7.6p
Discontinued operations and extraordinary gain .10 6.9p 10.7p 9.3p 21.6p 32.6p 5.2p
--------- --------- ------- --------- --------- ---------- ---------
Net income .16 10.8p 17.4p 10.8p 24.7p 37.2p 12.8p
Diluted earnings per ordinary share (pence):
Income from continuing operations .05 3.6p 7.6p 1.4p 3.1p 7.5p 6.7p
Discontinued operations and extraordinary gain .10 6.5p 6.7p 9.2p 21.3p 19.8p 5.4p
--------- --------- ------- --------- --------- ---------- ---------
Net income .15 10.1p 14.3 10.6p 24.4p 27.3p 12.1p
Dividends per ordinary share (pence):(3) .20 13.75p 12.5p 9.5p 6.5p 6.5p 4.5p

U.S. GAAP U.K. GAAP
(in millions) As at Fiscal Year End As at Fiscal Year End
--------------------------------------------- -----------------------------------
Balance Sheet Data 2000(2) 2000 1999 1998 1998 1997 1996
-------- ------- ------- ----- ------ ------ ------

$ (Pounds) (Pounds) (Pounds) (Pounds) (Pounds) (Pounds)
Total assets 1,943.0 1,314.2 1,281.9 728.2 337.6 341.3 414.9
Net assets 867.5 586.8 492.7 344.1 (162.9) (138.3) (173.4)
Capital stock 184.8 125.0 105.8 76.6 76.3 76.3 76.3
Number of ordinary shares (3) 250.1 250.1 211.6 153.2 153.2 152.6 152.6
Long term debt 548.7 371.1 445.8 238.9 238.9 245.0 346.0

_____________________________
(1) For a description of our fiscal year, see page 1.

(2) Convenience translation at the rate of $1.4785 per pound, as described
above.

(3) The dividend amounts shown are the amounts paid or declared for the years
shown.

Risk Factors

Our loan documents contain restrictions that limit our ability to incur
indebtedness and to make acquisitions and other investments.

Our credit facility contains restrictive covenants, including covenants
limiting our ability to:

. create liens on our properties;
. make any acquisition exceeding (Pounds)85 million or, in any fiscal
year, disposals exceeding (Pounds)85 million, other than any disposal
of our building and consumer products business;
. enter into sale and leaseback transactions;
. make loans;
. reorganize or enter into mergers; and
. substantially change the nature of our business.

These covenants limit our ability to finance future operations, capital
needs and acquisitions and to engage in other business activities that may be in
our interest. See "Item 5. Operating and Financial Review and Prospects--
Liquidity and Capital Resources".

We may not be able to meet the financial covenants in our credit facility
agreement.

In addition to the covenants described above, the credit facility agreement
requires the maintenance of a minimum net worth amount, a maximum leverage
ratio, a minimum interest cover ratio and a minimum guarantor cover ratio.
Reductions in revenues, the timing of planned real property sales or a failure
to achieve cost reductions may make it difficult for us to meet these financial
covenants. A failure to meet the financial covenants, if not waived or resolved
through negotiation with the lenders, or a change in control of Enodis, would
entitle the lenders to accelerate the maturity of substantially all of our long-
term debt.

Our food equipment customers may be responsible for significant fluctuations in
our revenues

Large-scale purchasers of food equipment with multiple locations, such as
international fast food restaurant chains and food retail chains, seek continual
product improvement. Changes and upgrades in their menu items and in automated
or energy efficient equipment often require the addition or replacement of food
equipment in a large number of outlets over a short period of time. This could
result in a significant increase in our revenues over that initial period
followed by a decrease in revenues until the next replacement cycle. In
addition, our ability to realize upon our investment of development resources
for large-scale customers' projects will be affected by any decision of a
customer to modify, delay or terminate a project. Furthermore, reductions in
purchases by large-scale customers due to downturns in the economy or decisions
by them to cut back on expansion will result in reduced revenues to us. These
purchasing patterns are beyond our control and could result in substantial
fluctuations in our operating results.

Competition in the food equipment business from global and local manufacturers
could prevent us from successfully marketing a full line of products on a global
basis

In the food equipment industry, competition is primarily based on product
features, reliability, durability, technology, energy efficiency and price. We
have a number of competitors in each product line that we offer. Some of our
competitors are divisions of large companies that have greater financial and
marketing resources than we possess. In addition, some competitors can focus on
particular product lines or geographical regions to prevent our entry locally or
in a particular product category. These competitors could disrupt our marketing
strategy to offer a full line of food equipment on a global basis. Furthermore,
we believe that competition among the larger companies in the industry is
intensifying as growing foodservice and supermarket chains consolidate their
supplier base and increase their purchasing power. This may result in increased
pressure on pricing and decrease the number of potential customers.

Price increases in some materials and sources of supply could affect our sales
and profitability

We use large amounts of stainless steel, aluminum, timber and electronic
controls in the manufacture of our products. Significant increases in the
prices of these materials could increase our overall costs. If we are not able
to absorb future price increases or to pass them on to our customers, our
margins could be adversely affected.

Our technological innovations and proprietary rights may not protect us
effectively from innovations by competitors

Our ability to respond to our large customers' needs in the food equipment
industry depends in part on our ability to provide product features and
technological innovations superior to those offered by our competitors. It also
depends on our ability to be the first among our competitors to offer those
features and innovations. Some of our success in the past has been due to our
ability to license technology and to obtain and maintain patent protection of
our proprietary technology, designs and other innovations. See "Item 4.
Information on the Company--Proprietary Rights." We may not be able to develop
new features or technological innovations sufficient to effectively compete.
Also, it is possible that our patented technology could be successfully
challenged or circumvented by competitors. We could be at a competitive
disadvantage if another company develops a significant technological improvement
to an important line of products.

We also have trade secrets and proprietary know-how. We generally enter
into confidentiality agreements with our employees regarding our trade secrets
and proprietary information, but these employees could breach their obligation
to maintain the confidentiality of our trade secrets or proprietary information.
Our trade secrets and proprietary know-how could become known to, or
independently developed by, competitors.

Sales and profits of our building and consumer products business may be affected
by downturns in the U.K. housing market

Our performance in the building and consumer products market is subject to
fluctuations in economic conditions of the U.K. housing market. The strength or
weakness of this market, both for new home sales and sales of existing homes,
affects the demand for our products within the home construction and renovation
sectors. In the event of an economic downturn in either of these sectors, home
sales may slow, and our sales and profits could be adversely affected.

Our competitors in the sale of joinery products in the U.K. may erode our market
share

In the U.K. joinery and related building products sector, we compete in
price-sensitive product lines. See "Item 4. Information on the Company--
Building and Consumer Products--Competition." It is important to us to maintain
our sales margin. As a result, in this sector, we may lose market share to
competitors willing to sell competing products at lower prices and lower
margins.

Our business may be disrupted during a transition period because of the change
in our reporting and organizational structure.

We have begun to implement a new reporting, sales and marketing structure
for our food equipment business. This change in reporting and operating
structure places some strain on our management, operations, employees and other
resources. Management and employee resources that might otherwise be used to
expand and enhance our business are engaged in implementing the new structure
and on reorganization projects. In addition, the transition will require
significant new investment in information technology and other systems, employee
training and other management changes, the costs of which are difficult to
quantify.

Currency fluctuations, repatriation risk and other risks with respect to our
foreign operations could affect our profitability and growth

We sell products in over 65 countries and have manufacturing operations in
ten countries. Therefore, we face transactional currency exposure when our
operating subsidiaries enter into transactions denominated in currencies other
than their local currency. We also face currency translation exposure arising
from translating the results of our global operations to pounds. See "Item 11.
Quantitative and Qualitative Disclosures About Market Risk."

Some international jurisdictions may restrict repatriation of our non-U.K.
earnings. Various foreign jurisdictions also have laws limiting the right and
ability of entities to pay dividends and remit earnings to affiliated companies
unless specified conditions are met. International operations generally are
subject to various political risks that are not present in U.S. operations,
including the risk of war or civil unrest, expropriation and nationalization.
In addition, unfavorable changes in international monetary and tax policies and
other changes in the international regulatory climate could affect our
profitability or growth plans.

The adoption of the euro may result in lower profits

On January 1, 1999, 11 member countries of the European Union adopted the
euro, fixing translation rates between those countries' existing national
currencies and the euro. Until January 1, 2002, either the euro or a
participating country's national currency will be accepted as legal currency.
Beginning on January 1, 2002, only euro-denominated bills and coins will be
issued, and national currencies will be withdrawn from circulation. The use of
a common currency throughout Europe might permit our customers to more readily
compare the prices of our products. This may lead to uniform pricing of our
products in countries in the European Union. Uniform pricing may adversely
affect our profits. To date, the adoption of the euro has not been a
significant factor in any of our pricing practices and has not adversely
affected our profits.

Item 4. Information on the Company

Our History and Recent Development

Our origins date back to the mid-nineteenth century, when our business was
founded as a small food merchant based in the north of England. We incorporated
in 1910 under the name S. & W. Berisford (1910) Limited and re-registered in
1982 as a public limited company. We are subject to the Companies Act of 1985,
as amended, and are registered with The Registrar of Companies for England and
Wales. In 1995 we changed our name to Berisford plc, and in June 2000 we
changed our name to Enodis plc.

Our principal office is located at 1 Farnham Road, Guildford, Surrey, GU2
4RG U.K., telephone number: (44) 1483-549-080. Our principal U.S. office is
located at 2227 Welbilt Boulevard, New Port Richey, Florida 34655, telephone
number: (727) 376-8600. We maintain an Internet web site at www.enodis.com.

Recent Acquisitions and Capital Expenditures

In fiscal 2000, we acquired Merrychef Holdings Limited, a U.K. company, a
portion of the business of Seco(R) Products and the balance of the shares of
Scotsman Response Limited (formerly, Total Cellar Systems Limited), a U.K.
company, that we did not previously own. Merrychef contributed rapid-cooking
technology expertise that allows our customers to cook frozen foods in much less
time. The total cost of these acquisitions was (Pounds)19.7 million, of which
(Pounds)16.9 million was attributable to the acquisition of Merrychef. In
fiscal 2001, to date, we acquired Jackson MSC Inc., a leading U.S. manufacturer
of dishwashers, and the E-Flow oven product line. The total cost of these
acquisitions was $43.0 million.

During the past three fiscal years, we made capital expenditures for
equipment and construction of new facilities for continuing operations in the
aggregate amount of (Pounds)20.6 million, (Pounds)20.8 million and (Pounds)8.0
million in fiscal 2000, 1999 and 1998, respectively. These included the
construction of a new 135,000

square foot manufacturing facility in Shreveport, Louisiana for our Frymaster
subsidiary and a 25,000 square foot facility in New Port Richey, Florida to
house our Enodis Technology Center. The Frymaster facility was completed in
November 1999, and the Technology Center was completed in March 1999. In June
2000, we completed a 17,000 square foot addition to the Technology Center which,
among other things, is our new principal office in the U.S. The total cost of
acquiring, building and equipping the Frymaster facility was (Pounds)9.7
million. The cost of the initial acquisition, building and equipping of the
Technology Center was (Pounds)2.2 million, and the cost of the addition to the
Technology Center was (Pounds)0.9 million.

In addition, we have begun the construction of a new factory for our
Convotherm subsidiary in Germany, which we expect to cost about (Pounds)3.0
million, and a new factory for our Viscount Catering subsidiary in the U.K.
These factories are expected to be completed in fiscal 2001. See "Property,
Plant and Equipment."

Operating and Strategy Changes

During fiscal 2000, the first full fiscal year of operations since our
August 1999 acquisition of the Scotsman companies, we integrated those
principally "cold side" businesses with our existing "warm side" businesses. We
were able to achieve cost savings by closing redundant Scotsman manufacturing
facilities and Scotsman's former executive offices. We have recently announced
the closure of our Conyers, Georgia plant, resulting in a reduction in headcount
of about 400. Further plant closures are planned during the second half of
fiscal 2001. These measures will eliminate a significant proportion of our
surplus capacity. Our strategy has been to broaden our product line to be able
to bundle product groups and to offer comprehensive solutions to meet the needs
of our large purchasers in particular.

In fiscal 2000, we took steps to consolidate our equipment and service
brands under the global Enodis(TM) brand umbrella. Our new name, Enodis, is
based on a Latin word that may be translated as "solution provider." We adopted
the new name to reflect our commitment to meet our customers' needs, through a
comprehensive package of products and services, with equipment and technology
solutions.

Business Overview

Our business consists primarily of a global commercial food equipment
business. We also have a U.K. building and consumer products business, which we
are seeking to sell and is therefore reflected in our financial statements as a
discontinued operation. For a summary of net sales by geographic market for
each of the last three fiscal years, see Note 14 to our financial statements
included in this report.

During fiscal 2000, our operations were organized under five principal
operating units as follows:

. the Welbilt group, which manufactures commercial cooking and warming
products, primarily in the U.S., Canada, France, Spain, Germany and
the U.K;

. Kysor Panel Systems and Kysor/Warren, which manufacture walk-in
refrigerated enclosures, refrigerated display cases and frozen food
display cases, primarily in the U.S. and Australia;

. the Scotsman Ice group, which manufactures ice machines and
refrigerated storage equipment, primarily in the U.S., Italy and China;

. Scotsman Beverage Systems, which manufactures beverage dispensing
systems in the U.S., U.K. and Germany; and

. Magnet, which manufactures and sells residential kitchen, bedroom and
bathroom furniture and fixtures, as well as joinery and building
products, in the U.K.

In fiscal 2001, in order to more efficiently manage our operations and to
make our entire product line available to all our customers, we have taken steps
to reorganize our food equipment reporting and sales and marketing resources
under the following three major groups:

. Food Service North America;
. Food Service Europe and Rest of World; and
. Food Retail.

Food Equipment

The commercial food equipment industry consists of all types of equipment
used in the cooking, warming, storage, preparation, display, service and
delivery of food. The products are generally categorized as foodservice
equipment, which is used by restaurants, fast food chains, hospitals and other
institutions, and retail food equipment, which is used to store and display food
in retail food outlets such as supermarkets, convenience and specialty stores.
The commercial food equipment industry worldwide represents approximately $25
billion in annual sales. We believe that we are the leading commercial food
equipment manufacturer in the world, with sales in over 65 countries. Our
fiscal 2000 net sales of food equipment were (Pounds)884.5 million ($1.3
billion). Our food equipment products include cooking and warming products,
refrigerated display cases and systems, ice machines, food storage and
preparation products, beverage systems, serving products, ventilation equipment
and dishwashing equipment.

From fiscal 1998 to fiscal 2000, our net food equipment sales more than
doubled through our dual growth strategy of internal development and
acquisitions. We believe that our food equipment business now offers the
following:

. the broadest product line available from a single supplier;
. technological flexibility;
. manufacturing capabilities in ten countries located on four
continents; and
. an extensive distribution and service network covering over 65
countries throughout the world.

The Scotsman acquisition, together with several other recent acquisitions,
gave us the broadest product range in the industry, expanded our manufacturing
capabilities geographically and extended our service, distribution and sales
networks.

We intend to grow through the design of innovative, customized products and
solutions for our customers' food equipment requirements, by providing superior
product service and support and by building close working relationships with our
customers. We do not have long-term contracts with our customers. Therefore, it
is important that we maintain good relations with our customers.

Our objective is to become the preferred provider of complete food equipment
solutions to large scale foodservice and food retail equipment purchasers
throughout the world. More and more often, these purchasers are operating their
businesses internationally and sourcing globally. Therefore, they seek to
achieve efficiencies by aligning themselves with suppliers that can provide
complete solutions for their needs and offer:

. broad, high-quality product lines;
. customization capabilities;
. a strong aftermarket service organization to support multiple
international locations; and

. a scale of activities large enough to support their purchasing needs.

Additionally, the business of local and regional purchasers remains
important to us, and we also strive to continue to satisfy their particular
requirements.

Products

Cooking and Warming Products. We design, manufacture and sell commercial
fryers and frying systems, steamers, kettles, skillets, ovens, ranges, combi-
ovens, conveyor ovens, cook-chill, broilers, grills, donut making equipment and
cookware. These products are sold for use in restaurants, hotels, institutions,
supermarkets and other home food replacement outlets worldwide. We are the
market leader in this sector in North America, with a wide range of products and
brands and extensive service coverage. We sell cooking and warming products in
several geographic markets under a variety of brand names including
Frymaster(R), Garland(R), Cleveland(TM), Convotherm(R), Lincoln(R), Belshaw(R),
Moorwood Vulcan(R), Electroway(R), Henry Nuttall(R), Technyform(R), Dean(R), US
Range(TM), Merco(R), Savory(R), Lef Bishop(R), Merrychef(R), Delfield(R) and
Wearever(R).

Refrigerated Display Cases and Systems. We design, manufacture and sell
refrigerated self-serve cases, service deli cases, custom merchandisers and
refrigeration systems. Our customers for these products include supermarkets
and convenience stores. We are one of the leading U.S. manufacturers in this
sector with national sales and technical support capabilities. We are also the
market leader in Australia. We believe that consolidation in the global
supermarket industry, coupled with increasing hygiene standards for food
storage, will fuel increasing worldwide demand in this category for both
standard and customized products. We sell these products under the brand names
Kysor//Warren(R), Sadia(TM), Comcool(TM), QAL Refrigeration(TM), Lawrence(TM),
Delfield(R) and Austral(R).

Ice Machines. We design, manufacture and sell ice making and ice
dispensing equipment for use by restaurants, hotels, supermarkets and
institutional food preparation customers. Our range of products produce ice
cubes, flakes, scales and nuggets. We are a global leader in this product line.
We sell ice machines under a variety of brand names including Scotsman(R), Ice-
O-Matic(R), Icematic(R), Bar-Line(R), Simag(R), Mile High(R) and New Ton.

Food Storage and Preparation Products. We make modular insulated panels
and doors to provide walk-in refrigerated enclosures, environmental rooms and
freezers. We also make commercial refrigerators and freezers, dough retarders
and blast chillers. We manufacture a wide range of food preparation equipment
such as mixers, peelers, preparation tables and integrated workstations. We
sell these products under the brand names Kysor(R) Panel Systems, Delfield(R),
Sammic(R), Tecnomac(R), Varimixer(R) Prolon(R), TechniDoors(TM), Wearever(R) and
Redco(R).

Beverage Systems. We design, manufacture and sell a full range of soft-
drink and beverage dispensing equipment, for pre-mix and post-mix, undercounter
and remote applications, combination ice and soft-drink dispensing units, custom
beer cooling and related accessories to global and national soft-drink companies
and brewers. Additionally, our ice manufacturing leadership provides us with an
opportunity to capitalize on ice/drink product developments. We sell beverage
systems under the brand names Scotsman(R), Hartek(R) and Booth(R).

Meal Preparation Systems. Our food delivery systems and serving products
include insulated trays, trolleys, carts, cook-chill systems and disposables,
which enable hospitals and institutions to provide meals in quantity, at the
required temperature, hygienically and efficiently. We also sell vacuum packing
equipment. We have a strong presence in the serving products business in both
the U.S. and Germany. We sell these products under the brand names Aladdin
Temp-Rite(R), Seco(R), Guyon(R), Shelleyglas(R), Shelleymatic(TM), Advanced(TM)
and Delfield(R).

Air Purification and Ventilation Equipment. We manufacture air
purification systems and ventilation hoods. The growth of ventilation products
is being driven by increasingly stringent requirements for odor control,
tightening environmental regulations and the need to retrofit existing buildings
with ventilation systems. Our brands for these products include Vent Master(R)
and Airtech(R).

Warewashing Equipment. We manufacture commercial dishwashing and other
warewashing equipment. We recently expanded our presence in this category with
the purchase of Jackson MSC Inc. Our brands for these products are Jackson(R)
and Sammic(R).

Product Development and Customized Solutions

Our Enodis Technology Center in Florida designs and develops customized
solutions for customers with the assistance of our on-site marketing and
customer service teams. At the Technology Center, new products can be designed,
prototyped, tested, demonstrated, evaluated and refined. The engineering and
marketing teams at the Technology Center work directly with customers to provide
innovative design and technology solutions for their requirements, especially
large-scale customers with complex needs. The Technology Center works together
with our operating subsidiaries so that our products can incorporate technology
that provides enhanced reliability, labor savings, energy efficiencies and the
menu flexibility to meet our customers' needs. We believe that our design
capabilities position us to keep pace with current technological innovations.
The Technology Center helps us to build partnerships between our operating
groups and our customers to exploit design and technology opportunities.

Sales and Marketing

Our Food Service equipment groups sell our products primarily through
dealers and distributors and, in the U.S., commissioned sales representatives.
Key account managers directly serve chain restaurants with more than 150
outlets. Our marketing, emphasizes high quality branded products, technology
leadership and solutions, aftermarket support, innovative packages of services
and dealer education. Our labor-saving, energy-efficient products and ergonomic
layouts, together with the broad range of our products, intensive service
support and our technological and design flexibility, allow us to create
packages of solutions to serve the unique needs of each of these large
customers.

Our Food Retail equipment group caters particularly to the expanding global
retail chains, which favor vendors who can deliver reliable hot and cold side
solutions worldwide at competitive prices. Our international manufacturing and
distribution capabilities, together with our engineering staff, help us to
provide a comprehensive package of food preparation and refrigerated display and
storage equipment to these customers. We are also expanding our market to food
producers in order to supply the refrigeration needs of the entire chain from
grower to consumer.

We began to take advantage of the bundling opportunities provided by our
broad product offering in fiscal 2000 by giving our sales representatives access
to our full product line. For instance, our Food Retail group has been given
the mandate to penetrate its traditional markets with the new warm side products
available to it, and our Food Service groups are promoting innovative kitchen
packages to our large chain restaurant customers and our full line to sports
stadiums, hotels and other major projects. These initiatives required training
of our sales and marketing personnel, which continues in fiscal 2001.

In fiscal 2000, about 68% of our food equipment sales were in North
America, 19% in Europe and 13% in the rest of the world.

We participate in a variety of trade shows and exhibitions throughout the
year, including the annual National Restaurant Association show in the United
States, the biennial National Association of Food Equipment Manufacturers' show
in the United States, the biennial Hotelympia show in London and the biennial
Expo Tour show in Milan, where we present extensive displays of our product
lines.

We also maintain an Internet web site at www.enodis.com. This site
provides information about our food equipment products and services and links to
the websites of many of our subsidiaries.

Customer Service and Manufacturing

Our products are generally serviced by authorized dealers and service
providers. We have recently added new authorized providers to service our
products manufactured in North America. We also have and continue to develop
teams of service support engineers and customer service teams based on four
continents to provide access to product service and customer support for
particular customer groups and geographic regions.

Enodis now has over 35 food equipment manufacturing facilities located in
ten countries on four continents, and we provide service in over 65 countries.
See "Property, Plant and Equipment."

Seasonality

Generally, our sales of food equipment are strongest in the second half of
our fiscal year. This is because new construction and installations by
customers upgrading or replacing food equipment occur mostly in the warm weather
months. In addition, schools usually renovate and replace food equipment during
the summer, when classes are not in session.

Sources and Availability of Raw Materials

The principal materials used in the manufacture of our products are
stainless steel and aluminum, as well as electronic components such as computer
controls, compressors and motors. These materials are generally available from
several sources. Prices for some of these materials or components have varied
by up to 15% over the last three years.

Competition

The global food equipment market is still highly fragmented, although it
has begun to experience consolidation. Based on recent SEC filings and
analysts' reports, the leading sellers of food equipment are Enodis and Premark,
a subsidiary of Illinois Tool Works, each with about 6% of the sales in the $25
billion food equipment industry. The top ten competitors in the industry
comprise about one-third of all industry sales. Premark is an international
competitor in most of our markets, and these other top competitors are currently
either regional or compete with us in particular product market sectors in the
industry. Hundreds of smaller companies compete regionally or locally in some
product lines for the remaining two thirds of the market.

Building and Consumer Products

Through Magnet, we manufacture and sell a broad range of kitchen and
bedroom furniture and a range of primarily wood and PVCu joinery products to
both retail and trade customers principally in the U.K. Magnet also sells
bathroom furniture and fixtures mainly through its subsidiary, C.P. Hart, which
also offers some kitchen products. We have increased average order sizes and
margins on kitchen products over the past three years primarily through the
introduction of new products that add value to our product lines through
improved design and enhanced service. We believe that there is a growing demand
in the U.K. by affluent customers, who are willing to pay for high-quality
products and custom design and installation.

Products

Kitchen and Bedroom Products. We manufacture, sell and install kitchen
furniture and worktops and bedroom furniture. We also sell and install sinks,
faucets and appliances through our retail outlets. We have upgraded our
showrooms and offer an increasingly broad and high-quality line of products to
appeal to the affluent homeowner. We believe that we have a high level of brand
awareness within our target market sector. New products successfully launched
last year included the Bakersfield, Studio Cherry, Studio Blue and Axis kitchens
and Heritage bedrooms.

Joinery Products. We are a vertically integrated manufacturer and retailer
of interior and exterior doors, windows, stairs and various wood and PVCu
building products mainly to trade customers, particularly smaller local
builders. We can provide these customers with customized joinery products, a
broad line of building products and value-added services.

Bathroom Products. Since 1998, we have designed and sold a wide range of
showers, bathtubs, faucets, toilets, bathroom furniture and tiles for retail
customers through our five C.P. Hart outlets. These products are manufactured
for us by third party manufacturers. We are expanding the comparatively small
bathroom products sector of our business by offering new bathroom product lines
in many of our Magnet outlets.

Sales and Marketing

We currently maintain over 225 retail and trade outlets and showrooms in
our building and consumer products business. During fiscal 2000, we opened
eight new stores, including a new location in Dublin. In fiscal 2001, to date,
we have opened one new store. These openings are financed through working
capital. At our stores, in addition to knowledgeable sales staff, we also
generally have an on-site designer who advises customers with respect to custom
design ideas for kitchens, bathrooms and bedrooms.

We market directly to consumers using newspaper, magazine and television
advertising, and we advertise to the building trade in specialist trade journals
and market by direct mail.

We maintain an Internet web site at www.magnet.co.uk containing information
about Magnet, including descriptions of our products and a store locator. Trade
customers can purchase kitchens online over Magnet's website.

Seasonality

Sales of our building and consumer products have historically been
strongest in our second and third fiscal quarters, following the Christmas
holiday, when we typically increase advertising and because customers make home
improvements with the return of warm weather. Sales have historically been
slowest in our first fiscal quarter.

Customer Service and Manufacturing

Our customer service is handled by our Customer Care Centre based in
Keighley, U.K. Customer service issues are normally related to our installed
products, and we respond to these using subcontracted installation teams.
Kitchen appliances are serviced by the product supplier.

We manufacture kitchen, bedroom, joinery and building products at our four
manufacturing plants in the U.K. See "Property, Plant and Equipment."

Sources and Availability of Raw Materials

In the building and consumer products business, we manufacture about 56% of
our products in our four factories, and we purchase about 44% of our products
from other manufacturers. We purchase timber and particle board from among
several suppliers. We currently purchase about 70% of the appliances that we
resell from two suppliers, but we believe that other vendors would be able to
supply us with comparable appliances, if necessary, without any material
interruption to our business.

Competition

We face competition from market leaders in each of our product lines. The
leading sellers in this market are currently MFI and B&Q in bathroom and kitchen
products and JELD-WEN UK Ltd in the joinery sector. Our share of this
(Pounds)8.2 billion industry is about 3.4%. Most companies in our industry
compete in price-sensitive product lines, which is a highly competitive market.
Our strategy is to focus our business on the more affluent customers,
particularly in our kitchen and bathroom product lines. In the joinery sector,
we target jobbers and small house builders and attempt to offer a full range of
wood and PVCu joinery products, as well as delivery to the site and factory
finishing, which saves the customer time. We also seek to cross-sell our
different product lines to builders and customers remodeling their homes.

Proprietary Rights

We use a combination of trade secret, copyright and trademark laws and
other contractual and technical measures to protect our proprietary rights. Our
food equipment business also has filed and been granted patents in the U.S. and
in other countries. A few of our products, such as the Lincoln(R) air
impingement conveyor ovens, use patents, know-how and other intellectual
properties licensed from third parties. Our patents in the food equipment
business generally relate to operating features of our products that may be
functionally duplicated by competitors. Although we believe that our patents
have a cumulative advantage, no material portion of our business depends on any
one patent. Consequently, we do not believe that our food equipment business
would be adversely affected by the expiration or invalidity of any one of our
patents.

We have registered trademarks to protect our brand names in the U.S., U.K.
and many other countries where the branded products are sold. We list many of
the brand names associated with our products above under "Business Overview."
While we regard our brand names, in the aggregate, as important, we do not
consider any of these names, individually, to be material to our business as a
whole.

Subsidiaries

We currently have over 150 subsidiaries, all but a few of which are wholly-
owned, directly or indirectly. Our largest subsidiaries are Magnet Limited in
the U.K. and Enodis Corporation, formerly known as Welbilt Corporation, in the
U.S.

Scotsman is a subsidiary of Enodis Corporation. Scotsman owns The Delfield
Company, Kysor Industrial Corp. and Garland Commercial Ranges Limited, among
others. Enodis Corporation also owns Aladdin Temp-Rite LLC, Lincoln Foodservice
Products, Inc., Cleveland Range, Inc., Frymaster L.L.C., Garland Commercial
Industries, Inc., Mile High Equipment Company, Jackson MSC Inc. and Belshaw
Bros., Inc., among others. C.P. Hart is a subsidiary of Magnet.

All of our significant subsidiaries are listed in Exhibit 8.1 to this
report, which shows their jurisdiction of incorporation or formation and our
ownership interest in them.

Property, Plants and Equipment

Our principal office is located at 1 Farnham Road, Guildford, Surrey, GU2
4RG U.K. The following table contains information describing the general
character of our principal real properties.

Approximate
Location Principal Use Square Feet Products Produced Owned/Leased
------------------------------------------------------------------------------------------------------------------------------------

1 Farnham Road, Guildford, Executive office 3,000 N/A Leased
Surrey, U.K.
------------------------------------------------------------------------------------------------------------------------------------
2227 Welbilt Boulevard Technology Center and office 42,000 N/A Owned
New Port Richey, FL, U.S.
------------------------------------------------------------------------------------------------------------------------------------
Goodyear, AZ, U.S. Manufacturing plant and office 50,000 Walk-in coolers and freezers Leased
------------------------------------------------------------------------------------------------------------------------------------
Gardena, CA, U.S. Manufacturing plant and office 100,000 Fryers Leased
------------------------------------------------------------------------------------------------------------------------------------
Denver, CO, U.S. Manufacturing plant, engineering 160,000 Ice machines Owned(1)
facilities and office
------------------------------------------------------------------------------------------------------------------------------------
Columbus, GA, U.S. Warehouse 23,000 Refrigerated display cases Leased
------------------------------------------------------------------------------------------------------------------------------------
Columbus, GA, U.S. Manufacturing plant and office 297,000 Refrigerated display cases Owned
------------------------------------------------------------------------------------------------------------------------------------
Columbus, GA, U.S. Manufacturing plant and office 154,000 Refrigeration systems Owned
------------------------------------------------------------------------------------------------------------------------------------
Conyers, GA, U.S. Manufacturing plant and office 411,000 Refrigerated display cases Owned
------------------------------------------------------------------------------------------------------------------------------------
Conyers, GA, U.S. Warehouse 81,000 Refrigerated display cases Leased
------------------------------------------------------------------------------------------------------------------------------------
Corbin, KY, U.S. Warehouse 19,550 Dishwashers Leased
------------------------------------------------------------------------------------------------------------------------------------
London, KY, U.S. Warehouse 35,000 Dishwashers Leased
------------------------------------------------------------------------------------------------------------------------------------
Barbourville, KY, U.S. Manufacturing plant, office, land 115,000 Dishwashers Owned
------------------------------------------------------------------------------------------------------------------------------------
Fort Wayne, IN, U.S. Manufacturing plant and office 358,000 Conveyer ovens, rotisseries and Leased
kitchenware
------------------------------------------------------------------------------------------------------------------------------------
Shreveport, LA, U.S. Manufacturing plant, engineering 249,000 Fryers Owned(2)
facilities and office 91,000 Mixers Owned
135,054 Non-fryer products Owned
------------------------------------------------------------------------------------------------------------------------------------
Mt. Pleasant, MI, U.S. Manufacturing plant and office 312,000 Food preparation Owned(3)
------------------------------------------------------------------------------------------------------------------------------------
Port Gibson, MS, U.S. Manufacturing plant and office 120,000 Plastic tableware Owned
------------------------------------------------------------------------------------------------------------------------------------
Cleveland, OH, U.S. Manufacturing plant and office 97,600 Steam cooking equipment and cookchill Owned(4)
------------------------------------------------------------------------------------------------------------------------------------
Portland, OR, U.S. Manufacturing plant and office 84,000 Walk-in coolers and freezers Owned
------------------------------------------------------------------------------------------------------------------------------------
Freeland, PA, U.S. Manufacturing plant and office 225,000 Ovens and ranges Owned
------------------------------------------------------------------------------------------------------------------------------------
Fairfax, SC, U.S. Manufacturing plant and warehouse 327,000 Ice machines Owned
------------------------------------------------------------------------------------------------------------------------------------
Johnson City, TN, U.S. Manufacturing plant and office 110,000 Walk-in coolers and freezers Leased
------------------------------------------------------------------------------------------------------------------------------------
Covington, TN, U.S. Manufacturing plant and office 188,000 Food preparation and storage equipment Leased(5)
------------------------------------------------------------------------------------------------------------------------------------
Nashville, TN, U.S. Manufacturing plant and office 90,000 Meal delivery systems Leased
------------------------------------------------------------------------------------------------------------------------------------
Fort Worth, TX, U.S. Manufacturing plant and office 118,000 Walk-in coolers and freezers Owned
------------------------------------------------------------------------------------------------------------------------------------
Dallas, TX, U.S. Manufacturing plant and office 170,000 Beverage systems Leased(6)
------------------------------------------------------------------------------------------------------------------------------------
Seattle, WA, U.S. Manufacturing plant and office 90,000 Donut making equipment Owned
------------------------------------------------------------------------------------------------------------------------------------
Glendenning N.S.W., Manufacturing plant and office 154,000 Refrigerated display cases Owned(7)
Australia
------------------------------------------------------------------------------------------------------------------------------------
Concord, Ontario, Canada Manufacturing plant and office 116,000 Steam cookers and cookchill Leased
------------------------------------------------------------------------------------------------------------------------------------
Mississauga, Ontario, Manufacturing plant and office 155,000 Ovens, ranges and ventilation equipment Leased
Canada Manufacturing plant and office 35,000 Leased
------------------------------------------------------------------------------------------------------------------------------------
Shanghai, China Manufacturing plant and office 17,000 Ice machines Leased
------------------------------------------------------------------------------------------------------------------------------------
Moneteau, France Manufacturing plant and office 100,000 Tables, sinks and counters Leased
------------------------------------------------------------------------------------------------------------------------------------
Bremen, Germany Office and warehouse 34,000 Meal delivery systems Leased
------------------------------------------------------------------------------------------------------------------------------------
Eglfing, Germany Office, warehouse and plant 130,000 Combi-ovens Leased
------------------------------------------------------------------------------------------------------------------------------------
Radevormwald, Germany Manufacturing plant and office 35,000 Beverage systems Leased
------------------------------------------------------------------------------------------------------------------------------------
Castelfranco, Italy Manufacturing plant and office 242,000 Ice machines Owned
------------------------------------------------------------------------------------------------------------------------------------

Milan, Italy Manufacturing plant and office 150,000 Ice machines Leased
------------------------------------------------------------------------------------------------------------------------------------
Nerviano, Italy Warehouse and service 80,000 Ice machines Leased
------------------------------------------------------------------------------------------------------------------------------------
Pogliano Mi, Italy Manufacturing plant and office 50,000 Ice machines Leased
------------------------------------------------------------------------------------------------------------------------------------
Azpeitia, Spain Manufacturing plant and office 77,000 Sanitation products Owned
------------------------------------------------------------------------------------------------------------------------------------
Bangkok, Thailand Manufacturing plant and office 45,000 Ice machines Leased
------------------------------------------------------------------------------------------------------------------------------------
Aldershot, U.K. Manufacturing plant and office 20,000 Microwave ovens Leased
------------------------------------------------------------------------------------------------------------------------------------
Darlington, U.K. Manufacturing plant and office 770,000 Kitchen cabinets Owned(8)
------------------------------------------------------------------------------------------------------------------------------------
Flint, U.K. Manufacturing plant and office 68,000 Doors and windows (PVCu) Owned(8)
------------------------------------------------------------------------------------------------------------------------------------
Halesowen, U.K. Manufacturing plant and office 84,000 Beverage systems Leased
------------------------------------------------------------------------------------------------------------------------------------
Keighley, U.K. Manufacturing plant and office 944,400 Doors, windows (PVCu and wood) and Owned(8)
staircases
------------------------------------------------------------------------------------------------------------------------------------
Penrith, U.K. Manufacturing plant and office 124,000 Doors Owned(8)
------------------------------------------------------------------------------------------------------------------------------------
Poole, U.K. Manufacturing plant and office 18,000 Beverage systems Owned
------------------------------------------------------------------------------------------------------------------------------------
Preston, U.K. Manufacturing plant and office 5,000 Beverage systems Leased
------------------------------------------------------------------------------------------------------------------------------------
Rochester, U.K. Manufacturing plant and office 16,000 Ventilation systems Leased
------------------------------------------------------------------------------------------------------------------------------------
Sheffield, U.K. Manufacturing plant and office 129,000 Ovens, ranges and refrigeration products Leased
------------------------------------------------------------------------------------------------------------------------------------

______________________

(1) Subject to industrial revenue bond financing in the aggregate principal
amount of $4.5 million due in 2007.

(2) Subject to variable rate demand industrial revenue bond financing in the
aggregate principal amount of $6.6 million due in 2003.

(3) Subject to a security interest in a building section granted pursuant to a
Loan Agreement, dated as of August 1, 1983 between The Delfield Company and
The Economic Development Corporation of the County of Isabella.

(4) Subject to a mortgage on a portion of the land and building in the
aggregate principal amount of $500,000 to secure our obligations under our
Loan Agreement with the City of Cleveland.

(5) Leased from the Industrial Development Board of the Town of Covington
subject to financing provided by First Tennessee Bank, N.A. The lease
provides for the option to purchase the property during and at the end of
the lease.

(6) 35,000 square feet sublet to a shoe company. We occupy only 59,000 square
feet, and the balance is available for sublet.

(7) Subject to First Registered Mortgage and First Registered Mortgage
Debentures over the whole of the assets and uncalled capital and called but
unpaid capital of Austral Refrigeration Pty Limited, Kysor/Warren Australia
Pty Limited, Austral PCR Management Services, Techni Doors Pty Limited,
Lawrence Refrigeration Pty Limited, Q.A.L. National Refrigeration Pty
Limited and Austral International Pty Limited, to secure outstanding
indebtedness payable to National Australia Bank Ltd.

(8) These factories produce building and consumer products.

We have begun the construction of a new factory in Germany for our
subsidiary, Convotherm, which produces combi-ovens. The factory, with 58,000
square feet of space, will permit us to consolidate our Convotherm operations in
a more convenient and efficient facility by replacing two smaller facilities.
We expect that the construction will cost about (Pounds)3.0 million and will be
financed with available cash. We expect to complete the construction in fiscal
2001.

We have also begun the construction of a new factory, office and
distribution building in Sheffield, Yorkshire, U.K. The new building, with
100,000 square feet of space, will be used by our subsidiary, Viscount Catering
Limited, and will replace the 129,000 square foot facility now occupied by
Viscount under

a lease expiring in August 2001. The costs of construction will be financed. We
expect to complete the construction in fiscal 2001.

Metal fabrication, finishing, sub-assembly and assembly operations are
conducted at our food equipment manufacturing facilities. Among the major
categories of equipment installed at individual locations are numerically
controlled turret presses, robotic and conventional welding equipment,
numerically controlled machining centers, computer assisted design systems and
product testing and quality assurance measurement devices.

Magnet's production facilities support the manufacture of high volumes of
kitchen cabinets, joinery and PVCu products. Magnet's manufacturing strategy is
focused on reducing lead times and finished inventory levels, while at the same
time achieving higher materials usage. The manufacturing process is enhanced by
numerically controlled machines that provide flexible batch size alternatives,
allowing product customization when required.

Magnet's outlet stores are generally leased free-standing buildings
averaging about 10,000 square feet each. The stores generally have a retail
showroom and a separate section that caters to tradesmen.

Our facilities and equipment are suitable for the purposes for which they
are employed and are adequately maintained. We review the capacity and
utilization of our facilities on an ongoing basis and make adjustments where
appropriate so as to absorb excess capacity in underutilized facilities and
expand facilities where needed. In connection with the integration of Scotsman
into our business, we closed redundant manufacturing facilities. We believe
that our facilities are generally adequate for our current requirements and
growth.

For information concerning our rental expenses and commitments under
operating leases, see Note 9 to our consolidated financial statements.

Item 5. Operating and Financial Review and Prospects

The following discussion should be read in conjunction with our
consolidated financial statements and the accompanying notes.

Overview

We have experienced rapid growth in the last three fiscal years,
attributable in large part to the acquisitions of Scotsman in 1999 and Aladdin
in 1998. Through these and other smaller acquisitions, we have positioned
ourselves as the leading manufacturer of food equipment sold to customers in the
restaurant, supermarket, home meal replacement and institutional catering
markets.

Our Board of Directors has authorized our management to actively seek a
buyer for our building and consumer products business. We cannot assure you
that will complete a sale of this business. Under these circumstances, however,
U.S. GAAP requires that our financial statements, and some other parts of this
report, present this business as a discontinued operation. This accounting
treatment differs from U.K. GAAP, which does not require a segment to be
presented as discontinued until a sale has occurred. This business manufactures
and sells residential kitchen and bedroom furniture and wood and PVCu joinery to
both retail and trade customers in the U.K. It also sells bathroom furniture
and fixtures, principally through C.P. Hart, which we acquired in 1998. This
business currently operates more than 225 stores throughout the U.K.

Net sales components

Components of our consolidated income statements, as presented in our
consolidated historical financial statements, as a percentage of net sales of
our continuing operations, are as follows:

Fiscal Year Ended
---------------------------------------------

Sept. 30, Oct. 2, Sept. 26,
2000 1999 1998
----- ------ -------
NET SALES:
Food equipment 97.8% 99.8% 99.1%
Other activities 2.2% 0.2% 0.9%
----- ------ -------
TOTAL 100.0% 100.0% 100.0%
===== ====== =======

OPERATING EXPENSES:
Cost of goods sold 67.9% 64.5% 64.3%
Selling, general and administrative expenses 17.4% 20.5% 21.0%
Depreciation and amortization 6.1% 6.2% 6.2%
------ ------ -------
TOTAL 91.4% 91.2% 91.5%
------ ------ -------
OPERATING PROFIT 8.6% 8.8% 8.5%
OTHER INCOME, NET 0.2% 0.6% 1.6%
INTEREST EXPENSE, NET 4.0% 2.8% 3.4%
------ ------ -------
INCOME BEFORE INCOME TAXES 4.8% 6.6% 6.7%
INCOME TAXES 3.8% 4.4% 6.0%
------ ------ -------
NET INCOME FROM CONTINUING OPERATIONS 1.0% 2.2% 0.7%
====== ====== =======

Results of Continuing Operations

Year Ended September 30, 2000 Compared to the Year Ended October 2, 1999
------------------------------------------------------------------------

Net sales from continuing operations
Total net sales increased by (Pounds)413.7 million, or 84.3%, from
(Pounds)490.7 million in fiscal 1999 to (Pounds)904.4 million in fiscal 2000.

Food equipment. Net sales from food equipment activities increased by
(Pounds)394.8 million, or 80.6%, from (Pounds)489.7 million in fiscal 1999 to
(Pounds)884.5 million in fiscal 2000. The majority of the increase,
(Pounds)374.4 million, was attributable to the full year impact in fiscal 2000
of the acquisition of the Scotsman businesses in the fourth quarter of fiscal
1999. The balance of the increase was primarily due to the impact of favorable
exchange rates in the United States.

Other activities. Sales of property assets increased by (Pounds)18.9
million, from (Pounds)1.0 million in fiscal 1999 to (Pounds)19.9 million in
fiscal 2000. The increase was due to the timing of property sales.

Operating expenses

Operating expenses consist of cost of goods sold, selling, general and
administrative expenses and depreciation and amortization. Total operating
expenses increased by (Pounds)379.2 million, or 84.7%, from (Pounds)447.6
million, or 91.2% of net sales, in fiscal 1999 to (Pounds)826.8 million, or
91.4% of net sales, in fiscal 2000.

Cost of goods sold. Cost of goods sold increased by (Pounds)297.9 million,
or 94.1%, from (Pounds)316.6 million, or 64.5% of net sales, in fiscal 1999 to
(Pounds)614.5 million, or 67.9% of net sales, in fiscal 2000. Cost of goods
sold related to food equipment activities increased by (Pounds)293.3 million.
Of this amount, (Pounds)282.4 million was attributable to the full year impact
in fiscal 2000 of the acquisition of the Scotsman businesses in the fourth
quarter of fiscal 1999. The balance of the increase primarily related to
foreign exchange fluctuations in the United States. The increase in cost of
goods sold as a percentage of net sales was consistent with management's
expectations, as the margins on the businesses that we acquired in the fourth
quarter of fiscal

1999 were lower than the margins on our previously existing businesses. Cost of
goods sold from other activities increased by (Pounds)6.4 million, reflecting
costs of property sales.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased by (Pounds)56.5 million, or 56.2%, from
(Pounds)100.6 million, or 20.5% of net sales, in fiscal 1999 to (Pounds)157.1
million, or 17.4% of net sales, in fiscal 2000. Selling, general and
administrative expenses from food equipment activities increased by (Pounds)56.9
million, of which (Pounds)50.9 million related to the full year impact in fiscal
2000 of the acquisition of the Scotsman businesses in the fourth quarter of
fiscal 1999. The balance of the increase, (Pounds)6.0 million, primarily
resulted from foreign exchange fluctuations.

Depreciation and amortization. Depreciation and amortization increased by
(Pounds)24.8 million, or 81.6%, from (Pounds)30.4 million, or 6.2% of net sales,
in fiscal 1999 to (Pounds)55.2 million, or 6.1% of net sales, in fiscal 2000.
The increase was primarily due to the impact of a full year of depreciation and
amortization in fiscal 2000 on the assets that we acquired in the fourth quarter
of fiscal 1999.

Operating profit

Operating profit increased by (Pounds)34.5 million, or 80.1%, from
(Pounds)43.1 million, or 8.8% of net sales, in fiscal 1999 to (Pounds)77.6
million, or 8.6% of net sales, in fiscal 2000. Operating profit is equal to net
sales less operating expenses.

Interest expense

Interest expense increased by (Pounds)22.2 million, or 159.7%, from
(Pounds)13.9 million in fiscal 1999 to (Pounds)36.1 million in fiscal 2000.
This increase was attributable to the impact of a full year of increased
outstanding indebtedness which was incurred primarily in connection with our
acquisition of Scotsman in the fourth quarter of fiscal 1999 offset, in part, by
redemption in fiscal 2000 of our outstanding convertible unsecured loan stock.

Income taxes

Provision for income taxes increased by (Pounds)12.1 million, or 55.8%,
from (Pounds)21.7 million in fiscal 1999 to (Pounds)33.8 million in fiscal 2000.
The increase resulted primarily from higher income during fiscal 2000 in tax
jurisdictions where we did not have the benefit of prior year losses. Our
effective tax rate increased by 11.0% due to additional non-deductible expenses
such as goodwill amortization and share option expenses.

Net loss from continuing operations

Net income from continuing operations decreased by (Pounds)1.5 million from
(Pounds)10.6 million in fiscal 1999 to (Pounds)9.1 million in fiscal 2000. Net
loss consists of operating income plus other income, less interest expense and
our provision for income taxes.

Discontinued operations

Our Board of Directors has authorized our management to actively seek a
buyer for our Building and Consumer Products business. Under these
circumstances, U.S. GAAP requires that our financial statements present this
business as a discontinued operation. See "--Overview." Net income from
discontinued operations for fiscal 2000 was (Pounds)16.2 million.

Year Ended October 2, 1999 Compared to the Year Ended September 26, 1998
------------------------------------------------------------------------

Net sales from continuing operations

Total net sales increased by (Pounds)154.8 million, or 46.1%, from
(Pounds)335.9 million in fiscal 1998 to (Pounds)490.7 million in fiscal 1999.

Food equipment. Net sales from food equipment activities increased by
(Pounds)156.8 million, or 47.1%, from (Pounds)332.9 million in fiscal 1998 to
(Pounds)489.7 million in fiscal 1999. Of the increase, (Pounds)75.9 million was
attributable to acquisitions in fiscal 1999, of which (Pounds)61.1 million
related to Scotsman, (Pounds)60.1 million was attributable to the full year
impact in fiscal 1999 of companies acquired in the fourth quarter of fiscal
1998, and (Pounds)20.8 million was attributable to our existing operations. The
increase of (Pounds)60.1 million attributable to companies acquired during the
fourth quarter of fiscal 1998 included (Pounds)47.2 million related to Aladdin
and (Pounds)12.9 million, which represents the aggregate effect of other small
acquisitions primarily located in Europe. The increase in our existing
operations of (Pounds)20.8 million related primarily to our businesses in the
U.S. and Asia. In the U.S., our revenues increased as a result of growth in the
overall food equipment sector and as a result of an increase in market share
related to products of the Welbilt Group. In Asia, revenue increased as a
result of modest improvement in the Asian markets following the significant
economic downturn in that region during fiscal 1998.

Operating expenses

Operating expenses consist of cost of goods sold, selling, general and
administrative expenses and depreciation and amortization. Total operating
expenses increased by (Pounds)140.3 million, or 45.7%, from (Pounds)307.3
million, or 91.5% of net sales, in fiscal 1998 to (Pounds)447.6 million, or
91.2% of net sales in fiscal 1999.

Cost of goods sold. Cost of goods sold increased by (Pounds)100.5 million,
or 46.5%, from (Pounds)216.1 million, or 64.3% of net sales, in fiscal 1998 to
(Pounds)316.6 million, or 64.5% of net sales, in fiscal 1999. Cost of goods
sold from food equipment activities increased by (Pounds)101.6 million. Of this
amount, (Pounds)52.0 million was attributable to acquisitions in fiscal 1999, of
which (Pounds)43.0 million related to Scotsman, (Pounds)38.1 million was
attributable to the full year impact in fiscal 1999 of companies acquired in the
fourth quarter of fiscal 1998, and (Pounds)11.5 million was due to our existing
operations. The increase of (Pounds)38.1 million attributable to companies
acquired during the fourth quarter of fiscal 1998 included (Pounds)28.3 million
related to Aladdin and (Pounds)9.8 million representing the aggregate effect of
other small acquisitions primarily located in Europe. The increase in our
existing operations of (Pounds)11.5 million related primarily to an increase in
our sales in the U.S., partially offset by benefits realized from manufacturing
efficiencies, and an increase in our sales in Asia. The decrease in cost of
goods sold as a percentage of the related incremental revenue is consistent with
management's expectations, given manufacturing efficiencies and product and
geographical composition.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased by (Pounds)30.2 million, or 42.9%, from
(Pounds)70.4 million, or 21.0% of net sales, in fiscal 1998 to (Pounds)100.6
million, or 20.5% of net sales, in fiscal 1999. Selling, general and
administrative expenses from food equipment activities increased by (Pounds)35.3
million. This amount was comprised of an increase of (Pounds)12.5 million
attributable to acquisitions in fiscal 1999, of which (Pounds)8.8 million
related to Scotsman, and (Pounds)16.0 million was attributable to the full year
impact in fiscal 1999 of companies acquired in the fourth quarter of fiscal 1998
and an increase of (Pounds)6.8 million from our existing operations. The
increase of (Pounds)16.0 million attributable to companies acquired during the
fourth quarter of fiscal 1998 included (Pounds)13.9 million related to Aladdin,
with the balance relating to the aggregate effect of other small acquisitions
primarily located in Europe.

Depreciation and amortization. Depreciation and amortization increased by
(Pounds)9.6 million, or 46.2%, from (Pounds)20.8 million, or 6.2% of net sales,
in fiscal 1998 to (Pounds)30.4 million, or 6.2% of net sales, in fiscal 1999.
The increase was primarily due to the acquisition of Scotsman in fiscal 1999 and
the full year impact on depreciation and amortization relating to the
acquisition of Aladdin in fiscal 1998.

Operating profit

Operating profit increased by (Pounds)14.5 million, or 50.7%, from
(Pounds)28.6 million, or 8.5% of net sales, in fiscal 1998 to (Pounds)43.1
million, or 8.8% of net sales, in fiscal 1999. Operating profit is equal to net
sales less operating expenses.

Interest expense

Interest expense increased by (Pounds)2.5 million, or 21.9%, from
(Pounds)11.4 million in fiscal 1998 to (Pounds)13.9 million in fiscal 1999.
This increase was attributable to an increase in outstanding indebtedness which
related primarily to our acquisitions during the fourth quarters of fiscal 1998
and 1999.

Income taxes

Provision for income taxes increased by (Pounds)1.4 million, or 6.9%, from
(Pounds)20.3 million in fiscal 1998 to (Pounds)21.7 million in fiscal 1999. The
increase was attributable to our fiscal 1999 current tax provision which
resulted primarily from higher income during fiscal 1999 in tax jurisdictions
where we did not have the benefit of prior year losses. Although our tax
provision increased during fiscal 1999, our effective tax rate decreased by
23.0%. This reduction in our effective tax rate related primarily to a decrease
in the amount of losses for which no benefit may be taken.

Net income from continuing operations

Net income from continuing operations increased by (Pounds)8.4 million, or
381.8%, from (Pounds)2.2 million in fiscal 1998 to (Pounds)10.6 million in
fiscal 1999. Net income consists of operating income plus other income, less
interest expense and our provision for income taxes.

Discontinued operations

Liquidity and Capital Resources

Working capital

The Company had cash and cash equivalents of (Pounds)28.5 million at
September 30, 2000, which increased (Pounds)1.8 million from cash and cash
equivalents of (Pounds)26.7 million at October 2, 1999. At September 30, 2000,
the undrawn amounts available to us under our revolving credit facility and
short term lines of credit were (Pounds)151.2 million. Our working capital
balance of (Pounds)133.3 million at September 30, 2000 increased (Pounds)7.1
million from the working capital balance of (Pounds)126.2 million at October 2,
1999. The overall increase in our working capital was comprised of the
following:

. Current assets increased by (Pounds)7.6 million primarily due to foreign
exchange fluctuations of (Pounds)23.1 million, offset by the collection of trade
receivables of (Pounds)7.4 million, an increase in the net assets of the
building and consumer products business of (Pounds)1.0 million and a deferred
income tax decrease of (Pounds)4.0 million.

. Current liabilities increased by (Pounds)0.5 million primarily due to
unfavorable currency rate fluctuations of (Pounds)37.2 million and an increase
of (Pounds)6.5 million related to income taxes payable. These increases were
offset by decreases in accrued expenses, primarily (Pounds)28.8 million related
to payments of previously accrued contingent consideration for acquisitions.

Subsequent to the end of fiscal 2000, we entered into a new credit facility
and terminated our previous credit facility. See "--Material financial
requirements" below. We believe that our working capital is sufficient for our
present cash requirements.

Cash flows

Operating activities. Net cash provided by operating activities increased
by (Pounds)52.0 million to (Pounds)87.9 million for fiscal 2000 compared to
(Pounds)35.9 million for fiscal 1999. The increase was primarily attributable
to an increase of (Pounds)28.7 million in net income, after adjustment for
certain non cash items, including increases in depreciation and amortization of
(Pounds)24.8 million and in stock compensation of (Pounds)2.8 million and
increases in deferred income taxes of (Pounds)3.8 million and a decrease in net
income from discontinued operations of (Pounds)0.5 million. The balance of the
improvement in cash provided by operating activities is a result of movements in
our working capital. See "Working capital" above.

Investing activities. Cash used in investing activities decreased by
(Pounds)177.0 million to (Pounds)60.6 million for fiscal 2000 compared to
(Pounds)237.6 million for fiscal 1999. This decrease was primarily the result
of a decrease in cash expended for acquisitions of (Pounds)184.8 million, offset
by a reduction in the proceeds received from the sale of assets.

Financing activities. Cash used in financing activities for fiscal 2000 was
(Pounds)42.6 million, as compared to cash provided by financing activities of
(Pounds)167.1 million for fiscal 1999, resulting in a decrease of (Pounds)209.7
million. The cash used in financing activities related primarily to net
repayments of debt and increased payment of dividends during fiscal 2000, as
follows:

. we had no new borrowings of long-term debt, as compared to borrowings of
(Pounds)367.3 million in fiscal 1999;

. we repaid (Pounds)32.4 million in long-term debt as compared to
(Pounds)201.7 in fiscal 1999, resulting in a decrease in cash used in
financing activities of (Pounds)169.3 million;

. we paid dividends of (Pounds)28.8 million as compared to (Pounds)15.7
million in fiscal 1999, resulting in an increase in cash used in
financing activities of (Pounds)13.1 million; and

. we repurchased convertible unsecured loan stock for (Pounds)1.1 million,
as compared to fiscal 1999, when we did not repurchase any convertible
unsecured loan stock.

Material financial requirements

In connection with the Scotsman acquisition, we entered into a Credit and
Guaranty Agreement dated as of August 13, 1999, as amended. Under the
agreement, secured term loans in the aggregate principal amount of $600.0
million and a revolving multi-currency facility for up to an aggregate of $300.0
million were extended to us. We used the proceeds of the loans to acquire
Scotsman, repay Scotsman debt and for general corporate purposes. The loans
were secured by liens on the capital stock of each of our U.S. subsidiaries.
The weighted average interest rate for the term loan and revolving multi-
currency loan facility during fiscal 2000 was 7.91%. At September 30, 2000 and
December 31, 2000, the term loan was fully drawn, and an aggregate amount of
(Pounds)64.5 million and (Pounds)124.7 million, respectively, was drawn under
the revolving multi-currency facility.

On March 12, 2001, we entered into a new credit facility agreement,
proceeds of which were used to repay the Credit and Guaranty Agreement. The new
agreement provides for unsecured revolving loans in the aggregate principal
amount of up to (Pounds)600.0 million. Enodis plc and most of our substantial
subsidiaries are guarantors of the loans. The agreement contains restrictive
covenants that limit our ability to create liens on our properties, make
investments or loans, reorganize, merge and sell or purchase assets or
subsidiaries, among other things. It also requires the maintenance of specified
financial covenants, including a minimum net worth amount, a maximum leverage
ratio, a minimum interest cover ratio and a minimum guarantor cover ratio. As
of March 30, 2001, our outstanding borrowings under the facility totaled
(Pounds)526.7 million. See Note 8 to the financial statements included in this
report.

We issued 5.0% convertible unsecured loan stock due 2015 ("CULS") under the
CULS Deed Poll dated January 23, 1995. At October 2, 1999, (Pounds)94.4 million
of CULS were outstanding. During fiscal 2000, (Pounds)93.3 million of the CULS
were converted into 38,100,937 ordinary shares, and the remaining outstanding
CULS were redeemed on February 26, 2000 at a cost of (Pounds)1.1 million. As a
result, since February 26, 2000, no CULS have been outstanding.

We have also borrowed funds under several industrial revenue bonds, which
bear interest at rates that are adjusted based on market movements and were
between 5.7% and 6.8% during fiscal 2000. At September 30, 2000 and October 2,
1999, respectively, an aggregate of (Pounds)15.7 million and (Pounds)14.3
million was outstanding under the industrial revenue bonds. We also have loans
aggregating (Pounds)3.1 million payable under senior promissory notes.

Foreign currency and interest rate information

Approximately 71.4 % and 80.7% of our long term indebtedness at September
30, 2000 and October 2, 1999, respectively, accrued interest at rates that
fluctuate with prevailing interest rates and, accordingly, increases in these
rates may increase our interest payment obligations. From time to time, we
enter into hedging transactions with financial institutions in order to manage
our floating interest rate exposure. Our interest rate hedging contracts are
described in "Item 11. Quantitative and Qualitative Disclosures About Market
Risk."

Substantial portions of our revenues and expenses are denominated in
currencies other than pounds, especially the U.S. dollar. Fluctuations in the
values of these currencies compared to the pound may affect our financial
condition and results of operations. In order to mitigate the impact of
fluctuations in foreign currencies we may enter into forward exchange contracts.
At September 30, 2000 and October 2, 1999, we had foreign currency forward
contracts maturing at various dates to sell (Pounds)29.1 million and
(Pounds)12.7 million, respectively, in various foreign currencies. The fair
value of the forward contracts is the amount that we would receive or pay to
terminate the contracts. In order to terminate these agreements at September
30, 2000 and October 2, 1999, we would have recognized a gain of (Pounds)0.3
million and (Pounds)0.2 million, respectively.

Commitments

At October 2, 1999, we had outstanding contracts to purchase fixed assets
of (Pounds)8.0 million. At September 30, 2000, our outstanding commitments were
(Pounds)2.2 million. We expect to fund these commitments using working capital.

Research and development

Our policy is to expense research and development costs as they are
incurred. Research and development expenditures for fiscal years 2000, 1999 and
1998 were (Pounds)13.6 million, (Pounds)8.9 million and (Pounds)7.0 million,
respectively.

Recent accounting pronouncements

Our adoption of recent accounting pronouncements is described in Note 1 to
our consolidated financial statements.

Current financial and trend information

Sales and Profits. Since the end of fiscal 2000, the economic climate has
worsened, particularly in North America, which accounted for about three
quarters of our food equipment operating profit in fiscal 2000. This has
contributed to a deterioration in our overall performance from that of the first
half of fiscal 2000.

Several leading North American restaurant chains have significantly
curtailed their new store opening and refurbishment programs. In addition,
there is increasing evidence that many independent restaurant operators are
delaying new openings and the replacement of non-essential equipment. Demand
for beverage dispensing equipment remains soft. We estimate that the market for
foodservice equipment in North America is currently about 10% below last year's
levels, having been broadly flat in January 2001.

In Europe, overall demand for foodservice equipment has slowed in recent
months, and we estimate that the market is at similar levels to last year.

In the retail food equipment marketplace, conditions in both North America,
where there has been a store closure program at a major account, and Australia,
remain difficult.

Against this background, the performance of our food equipment business to
date in fiscal 2001 has been mixed. Those of our businesses which supply major
chain restaurant groups in North America have been the worst affected. Sales in
our retail food equipment businesses remain weak, albeit in line with our
previous expectations. In contrast, those of our businesses supplying the
broader foodservice market are performing somewhat more robustly. In general,
our ice businesses have gained market share in a depressed market. However,
first half profits in the ice sector have been depressed by operational
difficulties associated with a major plant reconfiguration.

Dividend Payment. Our Board has decided that it would not be prudent to
maintain the recent level of dividends. Accordingly, the interim dividend will
be reduced from 4.4 pence for the first half of fiscal 2000 to not less than 2.0
pence for the first half of fiscal 2001.

Key Management Actions. Faced with difficult market conditions and
disappointing profit performance, we have made changes in our senior management,
including the resignation of David Williams, our Chief Executive, on March 23,
2001. In addition, the following key management actions are being implemented
with immediate effect to improve the performance of our food equipment business
in both the short and longer term:

. The organization structure of our food equipment business has been
simplified and streamlined to enable us to remain firmly customer-focused
while lowering costs. Our Food Service equipment groups are structured on
a regional basis, and our Food Retail equipment group is managed as a
separate business.

. A program of immediate cost reduction measures has been initiated across
all our food equipment operating units, including workforce reductions,
manufacturing efficiency improvements and the reduction of discretionary
spending. Tough, but realistic, cost reduction targets have been agreed
upon with all business units. We have announced the closure of the
Conyers, Georgia plant, which supplies the food retail trade, resulting
in a reduction of about 400 employees. Further plant closures are planned
during the second half of fiscal 2001. These measures will eliminate a
significant proportion of our surplus capacity. We expect to reduce our
food equipment workforce by at least 900 by implementing these measures.

. Annualized savings resulting from these measures are expected to be about
(Pounds)30 million, of which at least (Pounds)15 million will be realized
in the current year. The cost of achieving these savings will be about
(Pounds)30 million, largely in cash, which we expect to recover over a
one-year period. This cost will be treated as an exceptional item in our
financials for fiscal 2001. Further steps to enhance efficiency are being
developed.

. We continue to pursue our strategy of cross-selling and providing
integrated solutions to customers.

Item 6. Directors, Senior Management and Employees

Board of Directors

The members of our Board of Directors, their ages, business backgrounds
and positions and term of service with us are described below.

Peter M. Brooks, 53, is our Chairman, a non-executive position, and a
member of our Nominations Committee. He also serves on our Audit and
Remuneration Committees. Since David Williams left Enodis on March 23, 2001,
Mr. Brooks has increased his time commitment to us. Mr. Brooks joined our Board
as a non-executive director in May 1998 and became our Chairman in January 2000.
He is also a consultant to Clifford Chance, LLP, where he has acted as Chairman
of European Corporate Coverage since June 1999. From 1992 to December 1996, he
was Head of Corporate Practice at Clifford Chance. In January 1997, he became
General Counsel of Deutsche Morgan Grenfell. From January 1998 to February
1999, Mr. Brooks was General Counsel to the Board of the Global Corporate and
Institutions Division at Deutsche Bank Group. Mr. Brooks is currently Chairman
of Chesterton International plc and a director of NCL Holding ASA. Mr. Brooks'
current term of service on our Board of Directors expires in January 2002.

Robert E. Briggs, 53, a non-executive director based in the U.S., joined
our board in August 2000. He was appointed to our Audit Committee in January
2001. Mr. Briggs has been Senior Vice President and Chief Financial Officer of
Diageo's U.S. subsidiary, The Pillsbury Company, since January 1998. From
October 1996 to December 1997, Mr. Briggs was self-employed as a financial
advisory consultant. Previously, Mr. Briggs held various senior positions with
both Triarc and Pepsico including President, Arby's International from 1993 to
September 1996 and Vice President and Chief Financial Officer of Kentucky Fried
Chicken U.S.A. from 1992 to 1993 among other executive positions in the food
service industry. His term of service with us expires in January 2004.

G. Eryl Morris, 57, is a non-executive and Senior Independent Director
and the Chairman of our Audit Committee. He also serves on our Remuneration
Committee. Mr. Morris joined our Board as a non-executive director in July 1998.
He is Chairman of Airinmar Group Limited and HPI Group Limited and is a non-
executive director of awg plc and De Facto 890 Limited. From 1970 to August
1998, Mr. Morris was employed by Courtaulds plc, becoming a director in 1981 and
Deputy Chief Executive in 1996. Mr. Morris' current term of service on our Board
of Directors expires in January 2004.

Waldemar Schmidt, 60, was appointed a non-executive director of our
Board in April 2000. He also serves as Chairman of our Nominations and
Remuneration Committees. He was Chief Executive of ISS Group from 1995, and had
been employed by ISS from 1973, until he left ISS in September 2000. Mr. Schmidt
is a member of IMD's Foundation Board, Chairman of Superfos A/S, Tholstrup
Cheese Holding A/S, Navision Software A/S, Tharne & Tharne AS and a director of
Group 4 Falck A/S and Alfa Laval AB. Mr. Schmidt's current term of service
expires on our Board of Directors in January 2004.

Andrew F. Roake, 49, was appointed to our Board in September 1997
joining us as Chief Executive of Enodis Corporation in the U.S. He became our
Chief Operating Officer in January 2000. From 1993 to 1995, he was Vice-
President of the Electrical Products Division of Raychem Corporation in
California, and from 1995 to September 1997 he was Vice-President Corporate
Development of Raychem. Previously, he served various Raychem affiliates in
executive capacities since 1982 in Canada and Germany. Mr. Roake was elected by
the shareholders for a term of service that expires in January 2004, although
his employment agreement provides that he shall resign from the Board upon the
termination of his employment.

Andrew J. Allner, 46, was appointed to our Board in October 2000 as
Chief Financial Officer. From January 1998 to April 2000, he was Group Finance
Director of Dalgety plc and then Chief Financial Officer and Senior Vice
President of its successor company, PIC International Group plc, based in
California. From September 1996 to November 1997, he was Group Finance Director
of Nycomed Amersham plc (formerly known as Amersham International plc). Prior to
that, from 1992 to September

1996, he was Director of Financial Planning and Control at Guinness plc.
Formerly, he was a partner at Price Waterhouse. Mr. Allner was elected by the
shareholders for a term of service that expires in January 2004, although his
employment agreement provides that he shall resign from the Board upon the
termination of his employment.

Director Compensation

Compensation Table

The compensation in fiscal 2000 of each of our directors and executive
officers who served during fiscal 2000 is shown below. Stock option plan and
pension benefits are not shown in this table but are shown in the tables below.

Name Salary Fees Bonuses(1) Benefits(2) Total
---- -------- ------- ---------- ----------- ------
(Pounds) (Pounds) (Pounds) (Pounds) (Pounds)

Robert Briggs -- 3,667 -- -- 3,667
Peter M. Brooks -- 81,250 -- -- 81,250
Jonathan P. Findler(3) 167,538 -- 128,333 72,160 368,031
Penny L. Hughes(4) -- 30,625 -- -- 30,625
G. Eryl Morris -- 30,625 -- -- 30,625
Denis J. Mulhall(5) 55,900 -- -- 226,011 281,911
Andrew F. Roake(6) 329,929 -- -- 9,237 339,166
Waldemar Schmidt -- 13,750 -- -- 13,750
John R. Sclater(7) -- 19,750 -- 32,540 52,290
David W. Williams(8) 300,000 -- 90,000 86,183 476,183

____________________

1. Bonuses are paid by reference to the achievement of budgeted financial
targets or as approved by the Remuneration Committee. Bonuses are not
included in pensionable salary.

2. Benefits are not included in pensionable salary. No benefit has been
included in the table for options granted and other compensation under the
various executive and employee plans discussed below.

3. Mr. Findler resigned from the Board on July 3, 2000 and continued in our
employ until July 31, 2000. His benefits amount includes (Pounds)58,304 as
separation compensation. In addition, Mr. Findler was paid (Pounds)16,923
during his 28 day period of employment with us subsequent to his
resignation and (Pounds)30,000 for consulting services provided to us from
July 31 to October 30, 2000.

4. Ms. Hughes resigned from the Board on January 17, 2000.

5. Mr. Mulhall resigned from the Board on December 31, 1999. His benefits
amount includes (Pounds)223,600 as separation compensation.

6. Compensation is payable under an employment agreement terminable by us upon
12 months' notice.

7. Mr. Sclater resigned from the Board on January 19, 2000. His benefits
amount includes (Pounds)30,000 as a separation payment in recognition of
Mr. Sclater's 14 years of service to Enodis.

8. Mr. Williams resigned from the Board on March 23, 2001. Mr. Williams'
benefits amount includes payment relating to relocation following his
appointment as Chief Executive.

Each of our executive officers is employed under a service contract. The
terms of the service contracts are described under "Item 10. Additional
Information -- Material Contracts."

Compensation Plans

No more than a total of 10% of our outstanding shares can be granted under
our option and purchase plans at the date of any grant. We have the following
Executive Share Option Schemes under which options to purchase ordinary shares
may be granted to executives and key employees:

. a 2001 Executive Share Option Scheme, approved on January 17, 2001, which
may use either new or existing shares;

. a 1995 Executive Share Option Scheme, which uses new shares;

. a 1993 Executive Share Option Scheme, which uses shares purchased by an
independently managed share trust, which was established in 1994; and

. a 1984 Executive Share Option Scheme.

These benefit plans each have a part approved by the U.K. Inland Revenue
and an unapproved part. Gross gains on exercise of Inland Revenue approved
options are normally subject to U.K. capital gains tax on disposal of the shares
acquired. Gross gains on exercise of unapproved options are subject to U.K.
income tax. The exercise price of options granted under these benefit plans must
be not less than the market price of an ordinary share at the time of grant.
With respect to the 1993 Scheme, 1,903,007 ordinary shares are currently held in
the trust. We finance the trust by way of an interest free loan in the amount of
(Pounds)2.4 million. The trust has waived the right to receive dividends on all
shares held.

Options may not normally be exercised until the third anniversary of the
date of grant and are subject to performance conditions. The performance
condition set by the Remuneration Committee for the options granted during
fiscal 2000 was that, under normal circumstances, options would be exercisable
only if the increase in our adjusted earnings per share has exceeded the growth
in the U.K. Retail Price Index by an average of at least 3% annually over a
three year period. No further options will be issued under the 1995, 1993 and
1984 Schemes.

Under all of the above option plans, options to purchase an aggregate of
7.4 million ordinary shares were outstanding on March 31, 2001. Of these,
options to purchase 1.8 million shares were exercisable on March 31, 2001.

Under the 2001 Scheme, the value of shares under options that an executive
may receive in any year may not normally exceed twice his or her basic salary.
The initial options will be exercisable in full only if our total shareholder
return over three years is ranked in the upper quartile compared, as to half the
options, to other public companies of our size and, as to the other half of the
options, to a select group of other companies with similar businesses. If total
shareholder return is between the median and the upper quartile compared to
these two groups, the number of options exercisable will be reduced
proportionately between a maximum of 50% and a minimum of 17.5% for each half of
the options. If our total shareholder return is equal to or less than the
median compared to either group, that half of the options will not be
exercisable. In addition, no options will be exercisable unless our earnings
per share exceed the rate of inflation.

We have three other benefit plans, under which executives and others may
purchase ordinary shares:

. U.K. employees, including executive directors residing in the U.K., are
eligible to participate in our 1992 Savings-Related Share Option Scheme;

. selected employees, including executive directors, are eligible to
participate in our new Share Matching Scheme, which uses shares
purchased in the market; and

. U.S. and Canadian employees, including executive directors residing in
the U.S. or Canada, are eligible to participate in our new Employee
Stock Purchase Plan, which uses either newly issued shares or shares
purchased in the market.

Under our 1992 Savings-Related Share Option Scheme, U.K. employees and
directors can enter into an Inland Revenue-approved savings contract for a
period of 3, 5 or 7 years, with contributions of up to (Pounds)250 per month
being deducted from their salaries. At the end of the period, the options can
be exercised at the option price fixed at the date of grant. The shares
purchased under this benefit plan will be newly issued.

The Share Matching Scheme requires executive directors to receive at least
50% of their annual bonus in the form of Enodis ordinary shares. Other
executives must receive at least 25% of their annual bonus, and may allocate up
to another 25% of their bonus, in ordinary shares. The shares allocated
generally may not be sold for three years from the date of grant. Executives
will be awarded an equal number of bonus shares if our earnings per share
("EPS") growth exceeds the rate of inflation by an average of at least 10%
annually over the previous three years. The number of bonus shares will be
reduced proportionately between a maximum of 100% and a minimum of 33% at lower
levels of growth in EPS. No bonus shares will be awarded if EPS growth fails to
exceed the rate of inflation by at least 3% over the three year period. The
bonus shares generally vest three years from the date of grant to the extent
that the performance conditions have been satisfied.

Under our new Employee Stock Purchase Plan, eligible employees, through
regular payroll deductions, may purchase our ADSs every six months until the
expiration of the plan in 2005 at a discount of up to 15% from market value.
Under Section 423 of the U.S. tax code, if the ADSs are held for at least two
years from the date they are offered, U.S.-based employees receive a favorable
tax rate on gain above the fair market value, but Enodis may not claim a tax
deduction related to the ADSs purchased. Employee contributions are limited to
no more than 15% of their compensation and no more than U.S. $25,000 in value
annually, subject to additional limitation by the Board. We intend to issue
ordinary shares to be deposited with our U.S. Depositary in order to make the
ADSs available for purchase and to cover the discount.

Executive directors residing in the U.K. are also eligible to join a tax-
approved defined-benefits plan that is part of our 1948 Pension Scheme. The
plan is non-contributory and provides for a pension of up to two-thirds of final
salary up to the Inland Revenue earnings cap at normal retirement age of 60
after 20 years' service. Funded Unapproved Retirement Benefits Schemes provide
additional retirement and death benefits for the U.K. executive directors.
These are money-purchase arrangements. For U.K. executive directors, we
contribute 30% of pensionable salary in excess of the Inland Revenue earnings
cap and pay additional life assurance premiums and all expenses incurred in
administering the arrangements.

Executive directors are provided with a company car, medical insurance,
disability insurance and other benefits similar to those provided by other
public companies of our size. See "Item 10. Additional Information--Material
Contracts" for a description of the executive directors' employment agreements,
including benefits upon termination of employment.

Share Options of Management

The following table describes the options to purchase ordinary shares
granted to or exercised by directors under our executive option plans during
fiscal 2000 and held by them at September 30, 2000 or earlier resignation date.
The exercise prices have been rounded to the nearest 0.1p.

Number of options At 9/30/00
------------------------ (or earlier Exercise Earliest date Expiration
Director Granted Exercised resignation) price exercisable date
------- --------- ----------- -------------- --------------- -------------

Jonathan P. Findler 0 0 198,924 186.0p 07/22/99 07/31/01
(resigned July 3, 2000) 0 0 256,944(1)(2) 144.0p 07/01/00 07/31/01
0 0 26,086(1) 230.0p 08/01/00 07/31/01

Denis J. Mulhall (3) 0 0 69,444 (1) 144.0p 01/01/00 12/31/00
(resigned December 31, 1999) 0 0 26,086 (1) 230.0p 01/01/00 12/31/00

Andrew F. Roake 0 0 254,802 187.5p 11/28/00 11/28/07
0 0 137,935 180.0p 11/17/01 11/17/08
90,197 0 90,197 314.0p 11/24/02 11/24/09
77,640 0 77,640 322.0p 07/03/03 07/03/10

David W. Williams 0 0 123,655 186.0p 07/22/99 03/31/02
(resigned March 23, 2001) 0 0 159,722(1) 144.0p 07/01/00 03/31/02
0 0 52,173(1) 230.0p 03/31/01 03/31/02
0 0 83,333(1) 301.5p 03/31/01 03/31/02
93,170 0 93,170 322.0p 03/31/01 03/31/02

____________________

(1) Options granted by the Trustees of our 1993 Executive Share Option Scheme
over our ordinary shares acquired by the Trustees for the purpose.

(2) After his resignation as a Director, Mr. Findler exercised 50,000 and
25,000 of these options at the exercise price shown. The sale prices per
share were 285.0p and 280.0p, respectively.

(3) After his resignation as a Director, Mr. Mulhall exercised all of his
options at the exercise prices shown. The sale price per share was 332.0p.

Directors' Pension Information

The following table relates to the defined benefit arrangements for the
executive directors residing in the U.K. as of September 30, 2000.

Accumulated total
Increase in accrued pension at
Years pension during Transfer value 9/30/00
Name of service (pounds) p.a. of increase (pounds) (pounds) p.a.
---- ---------- ------------------ -------------------- -----------------

Jonathan P. Findler (resigned July 3, 2000) 4 2,400 30,800 12,400
Denis J. Mulhall (resigned December 31, 1999) 7 400 5,700 19,800
David W. Williams (resigned March 23, 2001) 4 2,700 26,800 12,300

The transfer values disclosed above do not represent a sum paid or payable
to the individual director. Instead, they represent a potential liability of
the pension scheme. In addition, we paid sums of (Pounds)37,195, (Pounds)26,835,
(Pounds)38,053 and (Pounds)70,085 in fiscal 2000 to unapproved money purchase
arrangements for the benefit of Messrs. Findler, Mulhall, Roake and Williams,
respectively. The total amount set aside or accrued for all employees and
directors for pension benefits was (Pounds)7.5 million. See Note 10 to our
consolidated financial statements.

Board Practices

Terms of Office

Non-executive directors are appointed by the Board for an initial term of
five years, but the directors' appointments are subject to approval by
shareholders at the first opportunity after their appointment, and to re-
election thereafter by our shareholders at least every three years in accordance
with our Articles of Association. The period during which each director has
served and the date of expiration of his term are shown above under the heading
"Board of Directors."

Committees of the Board

The Nominations Committee undertakes the search process and recommends
candidates to the Board as necessary. The committee's chairman is Mr. Schmidt,
who serves together with Mr. Brooks.

The Audit Committee monitors accounting policies and financial reporting,
receives reports from the internal audit function and reviews the half-yearly
and annual accounts before they are presented to the Board. It also maintains a
liaison with external auditors and keeps under review the scope and results of
the audit and its cost effectiveness and the independence and objectivity of the
auditors, taking into account where necessary any non-audit services provided to
Enodis by its auditors. The committee's chairman is Mr. Morris, who serves
together with Messrs. Brooks and Briggs. The Audit Committee must be comprised

solely of non-executive directors and consist of not less than three members.
The Audit Committee met three times in fiscal 2000 and plans to meet not less
than four times in each subsequent year.

The Remuneration Committee reviews and advises upon the remuneration and
benefits packages of the executive directors, and it reports to the full Board.
The fees of the non-executive directors are determined by the full Board. The
committee is advised and assisted as required by external consultants. The
committee's chairman is Mr. Schmidt, who serves together with Messrs. Brooks and
Morris.

As part of our commitment to become the leading global provider of food
equipment solutions, the Remuneration Committee's policy is to offer executives
a cost-effective global compensation package which is competitive in each of our
markets. Within this overall strategy, however, the committee will place a
greater emphasis on consistency and fairness throughout the company than it
previously did. Salaries for executives are determined by reference to the
median salary for similar positions paid by comparable global businesses in each
country or region, taking into account various performance factors, such as
earnings, cash generation and market value. Bonuses are based on the same
performance factors and any others that the committee considers relevant.
Generally, the maximum bonus payable to directors is 100% of basic salary. An
annual incentive plan for all executives and employees may be implemented at the
discretion of the Board. Annual and long-term incentives, together, are
designed to provide an opportunity for executives to earn upper quartile total
reward for exceptional performance. Long-term compensation, including executive
and employee option and share purchase plans and proposed plans, are described
above under "Compensation Plans." The Board believes that the total
remuneration package aligns senior executives' interests with those of the
shareholders and gives these individuals strong incentives to perform at the
highest levels.

Employees

At the end of fiscal 2000, 1999 and 1998, we had the following number of
employees:

September 30, 2000 October 2, 1999 September 26, 1998
------------------ --------------- ------------------
Food Equipment:

North America 6,124 6,277 3,045
Rest of World 2,693 2,587 734
Building and Consumer Products: 2,417 2,387 2,495
------- ------- -----
TOTAL 11,234 11,251 6,274

As a result of the acquisition of Scotsman in August 1999, our workforce
almost doubled. About 2,400 of our employees in North America are covered by
collective bargaining agreements.

Share Ownership of Management

As of March 31, 2001 (or earlier resignation), the persons described in the
Compensation Table above owned our ordinary shares and ADSs as shown below. The
options to purchase ordinary shares held by these persons are described in the
option tables above and are not included in the figures shown in the table
below.

Name Shares ADSs Percent of Class
---- ------ ------ -----------------

Robert E. Briggs 0 2,000 *
Peter M. Brooks 20,000 0 *
Jonathan P. Findler (resigned on July 3, 2000) 37,244 0 *
Penny L. Hughes (resigned on January 17, 2001) 2,000 0 *
G. Eryl Morris 20,000 0 *
Denis J. Mulhall (resigned on December 31, 1999) 64,469 0 *
Andrew F. Roake 100,000 10,000 *
Waldemar Schmidt 2,300 0 *
John R. Sclater (resigned on January 19, 2000) 10,848 0 *
David W. Williams (resigned on March 23, 2001) 8,353 100 *

____________________
* Less than 1%.

Item 7. Major Shareholders and Related Party Transactions

Major Shareholders

The number of our ordinary shares outstanding at March 31, 2001 was
250,203,639, held by 7,666 holders of record. 246,321,482 of the ordinary
shares, or 98.5%, are held by residents of the U.K., and 17 holders of record,
holding 3,574,456 ordinary shares, reside in the U.S. In addition, there are
three record holders of our ADSs, holding approximately 82,000 ADSs
(representing 328,000 ordinary shares), each residing in the U.S. We also
believe, based on our own inquiries and notices provided to us, that, as of
February 26, 2001, the following persons beneficially hold 3% or more of our
outstanding ordinary share capital:

Name Shares Percent of Class
---- ------ ----------------

Schroder Investment Management Ltd 23,842,804 9.53%
Harris Associates L.P. 20,119,100* 8.05%
M & G Investment Management Ltd 17,120,409 6.84%
Fidelity Investment Management Ltd 12,568,477 4.48%
Marathon Asset Management Ltd 11,973,777 5.16%
Standard Life Assurance Company 11,207,015 5.02%
Franklin Resources, Inc. 9,352,012* 3.74%
SG Asset Management 8,925,307 3.57%

________________________
* Based on notices received from these shareholders on March 29, 2001.

All of these holders have increased their ownership of our ordinary shares
during the past three years, except that the ownership of M&G and Fidelity have
decreased. In addition, several entities that had held more than 3% (but none
held more than 9%) of our outstanding ordinary shares during the last three
years now hold less than 3% of our outstanding ordinary shares. None of the
holders with 3% or more of our ordinary shares has different voting rights from
other holders of ordinary shares. To our knowledge, we are not controlled,
directly or indirectly, by any corporation, foreign government or any other
natural or legal person or group of persons.

Related Party Transactions

None, except for intercompany loan guarantees, as described in "Item 5.
Operating and Financial Review and Prospects--Liquidity and Capital Resources--
Material financial requirements."

Item 8. Financial Information

Financial Statements

The financial statements required by this Item 8 are found immediately
following Item 19. After September 30, 2000, we acquired Jackson, a
manufacturer of dishwashing equipment, and the E-Flow(R) oven product line, for
a total cost of approximately $43.0 million. See Note 16 to our financial
statements.

Legal Proceedings

Bomar-related lawsuits:

In 1996 Bomar Resources Holdings Inc. ("BRHI"), among others, brought an
action against us in the U.S. Federal District Court for the Southern District
of New York based on an indemnity that we gave in connection with the 1988 sale
of our former subsidiary, Bomar Resources Inc. ("Bomar"), to BRHI's
predecessors. In September 1999, the jury found us liable to indemnify BRHI,
and judgment was entered against us in August 2000 for $1.8 million plus
interest, which interest is currently about $1.0 million, and for 50% of any
future costs and damages actually paid by BRHI as a result of a separate action
in New York

federal court against Bomar brought by International Mineral and Resources, S.A.
(the "IMR federal case"), concerning Bomar's interference with IMR's contract to
purchase a shipping vessel in 1987. We have appealed the judgment, and BRHI and
Bomar have filed a cross-appeal. In addition, IMR and a related entity have
filed an appeal of the district court's decision denying their motion to
intervene in the action post-judgment. The appeals are likely to be heard in the
U.S. Court of Appeals for the Second Circuit in the latter half of 2001.

Separately, in October 1999, judgment was entered against Bomar and other
defendants in the IMR federal case, holding Bomar liable to IMR in the principal
amount of $24.5 million, plus interest from 1988. This amount was subsequently
reduced to $19.75 million plus interest, which interest is currently about $24.4
million.

In January 2000, IMR and a related entity commenced proceedings against us,
BRHI and others in New York State court. In the state court action, plaintiffs
assert claims against us arising from the indemnity under which we were held
liable for BRHI's damages, as described above. Despite the finding of only 50%
liability in the BRHI case, plaintiffs seek to recover from us the entire
judgment rendered against Bomar in the IMR federal case. In addition,
plaintiffs asserted causes of action against us for fraudulent conveyance based
on New York's Debtor and Creditor Law. As to these claims, plaintiffs alleged
that while Bomar was defendant in the IMR federal case, it conveyed $30.0
million to us without fair consideration. Plaintiffs sought to recover the sum
of the alleged fraudulent conveyance from us to partially satisfy the judgment
against Bomar in the IMR federal case. In March 2000, we moved the court to
dismiss the state court action. In December 2000, the court granted our motion
to dismiss the fraudulent conveyance claims and stayed the remainder of the
action pending determination of the various appeals in the related actions
described herein. IMR is appealing the dismissal.

We have been informed that in December 2000 or early January 2001 Bomar and
BRHI entered into a settlement with IMR. In connection with the settlement,
BRHI has consented to the entry of a judgment against it and in favor of IMR in
the state court action in the total amount of $44.4 million.

Consolidated-related lawsuits:

In January 1999, William L. Hall commenced proceedings against Enodis
Corporation, formerly known as Welbilt Corporation, and Welbilt Holding Company
in the U.S. District Court for the Northern District of Indiana claiming common
law fraud, violation of the federal and Indiana securities laws, constructive
fraud and breach of contract arising from the sale of the stock of Consolidated
Industries Corp. ("Consolidated") by Welbilt Holding to Mr. Hall under a stock
purchase agreement dated January 6, 1998. Mr. Hall claimed an unspecified
amount of actual damages but asserted that his damages include the purchase
price for Consolidated of $7.0 million. On May 8, 2000, the court granted
summary judgment in our favor dismissing all of Mr. Hall's claims. The judgment
is no longer subject to appeal, and Mr. Hall is barred from asserting these
claims in the future.

In May 1999, Consolidated, then a debtor in bankruptcy, but under the
control of Mr. Hall, its CEO and sole shareholder, commenced proceedings against
Enodis Corporation in the U.S. Bankruptcy Court for the Northern District of
Indiana alleging that fraudulent transfers had occurred from Consolidated to
Enodis Corporation, that Enodis Corporation had acted in breach of its fiduciary
duty to Consolidated and that Enodis Corporation was the "alter ego" of
Consolidated and is therefore liable for all of Consolidated's debts.
Consolidated's bankruptcy trustee is still pursuing these claims against Enodis
Corporation. Consolidated is a defendant in a certified class action in
California, which claims that certain "N-Ox rod furnaces" manufactured by it
were defective. The class action is scheduled for trial in July 2001. Enodis
Corporation is not a party to that action. In December 2000, however, Enodis
Corporation was sued in California state court in a putative class action
lawsuit involving Consolidated furnaces that did not contain the "N-Ox rods."
Plaintiffs claim that Enodis Corporation is liable based on the same alter ego
theory asserted by Consolidated in the Indiana litigation.

Consolidated was a defendant in a putative class action commenced in
December 1997 in Indiana state court seeking damages against Consolidated on
behalf of the class for manufacturing and selling allegedly defective furnaces.
By operation of bankruptcy law and procedure, the Indiana case was removed from
the state court to the bankruptcy court. An attempt by the plaintiffs in that
action to assert a claim against Enodis Corporation on the alter ego theory was
denied without prejudice by the bankruptcy court on procedural grounds. The
bankruptcy court administratively dismissed the case and ordered that plaintiffs
pursue their claims against Consolidated through the bankruptcy claims
procedure.

The Trane Company, a division of American Standard Inc., which was one of
several distributors of furnaces manufactured by Consolidated, had threatened to
commence an action against Enodis Corporation seeking to hold it liable for
Consolidated's obligations to Trane on the same alter ego theory posited by
Consolidated. In March 2000, we filed an action against Trane in Delaware
Chancery Court for a declaratory judgment and injunctive relief concerning the
alter ego theory. On February 29, 2000, Trane had commenced an action in Texas
state court involving the same issues and the same parties. The Texas court is
currently considering our objection to the court's jurisdiction over Enodis
Corporation and our assertion that the claims should be heard in Delaware, where
Enodis Corporation, Welbilt Holding and American Standard are incorporated. The
Delaware court temporarily stayed the Delaware case to allow the Texas court
time to decide the jurisdictional question. In March 2001, Amana Company, L.P.
filed a motion in the Texas case to intervene as a plaintiff. Amana Company
alleges that it is the successor to Amana Refrigeration, Inc. (a distributor of
furnaces manufactured by Consolidated) and is a Delaware limited partnership.

Exposure from lawsuits:

We are vigorously contesting or pursuing, as applicable, the lawsuits and
claims described above. We record, on our financial statements, losses that we
consider to be probable and reasonably estimable. Based upon our current
assessments of these lawsuits and claims and the capital resources available to
us, we believe that the ultimate resolution of these lawsuits and claims would
not exceed, by a material amount, the aggregate of the amounts accrued in
respect of them. Therefore, the resolution of these lawsuits should not have a
material effect on our financial condition, liquidity or results of operations.
However, due to the uncertainties involved in litigation, there are cases,
including some of the claims involving Consolidated, in which either the outcome
is not reasonably predictable or losses, if any, are not reasonably estimable.
If the Consolidated-related lawsuits and claims were ultimately determined in a
manner adverse to us, and in amounts in excess of our accruals, it is reasonably
possible that those determinations could have a material effect on our net
income in a given reporting period. The term "reasonably possible" as used in
the preceding sentence means that the chance of a future transaction or event
occurring is more than remote but less than likely.

In addition, we are routinely a defendant in litigations involving product
liability claims. These litigations are generally covered by insurance. From
time to time, one of our subsidiaries may be named as a potentially responsible
party under the U.S. Comprehensive Environmental Response, Compensation and
Liability Act or similar state statutes in connection with hazardous waste
sites. We do not believe that any liability which might be imposed on us in
connection with these environmental proceedings, either individually or in the
aggregate, will have a material adverse effect upon our business or financial
condition.

Dividend Policy

Our policy is to distribute a portion of our after-tax profits to
shareholders by way of payments of dividends. Payments are usually made twice
each fiscal year. The Board is empowered to make an interim payment each year
following the publication of our financial results for the half year ended on
March 31. After the close of the fiscal year, the Board recommends the final
dividend amount for approval by our shareholders at our annual general meeting,
after which the final dividend is paid.

In deciding upon the amount of the interim payment and in formulating its
final dividend recommendation to shareholders, the Board considers, among other
things, the ongoing level of profits

anticipated from our business, our cash needs, shareholder expectations and
prospects for further investment in growth initiatives. For fiscal 2000, we paid
total dividends in the amount of 13.75 pence per share, as compared with a total
of 12.5 pence per share for fiscal 1999. In fiscal 2000, we paid an interim
dividend of 4.4 pence per share, as compared with an interim dividend in fiscal
1999 of 4.0 pence per share.

Item 9. The Offer and Listing

Our American Depositary Shares ("ADSs") are traded on the NYSE under the
ticker symbol "ENO". Our ordinary shares are listed on the Official List of the
London Stock Exchange. Each ADS represents four ordinary shares. The ADSs have
been listed on the NYSE only since July 12, 2000 and have been thinly traded.
We cannot promise that, even if an active trading market does develop, the price
of the ADSs will be proportional to the price of the ordinary shares on the
London Stock Exchange.

The following table sets forth, for the periods indicated, the high and low
closing middle-market prices of our ordinary shares on the Daily Official List
of the London Stock Exchange and of our ADSs on the NYSE.

Ordinary Shares ADSs
(in pence) (in dollars)
----------------------- -----------------------

Fiscal Year Ended High Low High Low
---------------- ----- ----- ---- ---

September 28, 1996 222.0 103.5 n/a n/a
September 27, 1997 172.5 103.0 n/a n/a
September 26, 1998 260.0 161.5 n/a n/a
October 2, 1999 327.0 155.0 n/a n/a
September 30, 2000 356.5 186.0 19.31 11.25

Fiscal Year Ended October 2, 1999
---------------------------------
First Quarter 192.5 155.0 n/a n/a
Second Quarter 220.5 167.0 n/a n/a
Third Quarter 260.5 218.5 n/a n/a
Fourth Quarter 327.0 238.5 n/a n/a

Fiscal Year Ending September 30, 2000
-------------------------------------
First Quarter 338.5 276.5 n/a n/a
Second Quarter 356.5 262.0 n/a n/a
Third Quarter 333.5 301.5 n/a n/a
Fourth Quarter 324.5 186.0 19.31 11.25

Fiscal Year Ending September 29, 2001
-------------------------------------
First Quarter 245.5 196.5 14.00 11.37
Second Quarter 242.5 101.0 14.50 6.09

Calendar Month
--------------
October 2000 226.5 196.5 12.94 11.37
November 2000 245.5 217.0 14.00 12.62
December 2000 221.5 208.0 12.88 11.94
January 2001 242.5 171.5 14.50 10.20
February 2001 216.0 198.5 12.50 11.59
March 2001 199.0 101.0 12.16 6.09

Item 10. Additional Information

Memorandum and Articles of Association

Enodis is registered as Company No. 109849 with The Registrar of Companies
for England and Wales. Our objects and purposes are to carry on, directly or
indirectly, any trade or business whatsoever, whether manufacturing or
otherwise, which may seem, in the opinion of the Board of Directors, to be
capable of being conveniently or advantageously carried on by the Company. Our
objects and purposes can

be found, and are more particularly described, in clauses 4(A) through 4(D) of
our Memorandum of Association, which has been filed as an exhibit to this
report.

Directors

A director generally may not vote upon any proposal, arrangement or
contract before the Board in which he or she has a material interest. A
director is not counted towards the quorum with respect to a Board resolution on
which he or she may not vote. Executive directors are not permitted to receive
fees for serving as a director. The Board determines director fees for the non-
executive directors, which fees shall not exceed (Pounds)300,000 per year in the
aggregate or a larger amount that the shareholders may approve by ordinary
resolution. Our Board exercises our borrowing powers, except that the
shareholders, by ordinary resolution, must approve all borrowings in excess of
three times the aggregate of the amount, calculated as of the date of our latest
consolidated balance sheet, as adjusted:

. paid on our issued share capital;
. standing to the credit of our consolidated capital and revenue
reserves; and
. standing to the credit of our consolidated profit and loss account.

Under our Articles of Association and Section 293 of the Companies Act 1985, the
mandatory retirement age for our directors is 70. Our shareholders, however,
may approve the election or re-election of directors who are 70 years old or
older. Directors are not required to be shareholders.

Additional Rights, Preferences and Restrictions Attaching to Ordinary
Shares

The following description is based upon provisions of our Memorandum and
Articles of Association and English law. A copy of our Memorandum and Articles
of Association has been filed as an exhibit to this report. We urge you to read
it thoroughly and to consult your own legal adviser as to other provisions of
law applicable to the ordinary shares, the ADSs or holders of them.

Dividends. The ordinary shares confer upon their holders the right to
receive dividends when declared. Dividends on ordinary shares are recommended
by the Board and declared by the shareholders by way of ordinary resolution. In
addition, the Board may declare and pay interim dividends. No larger dividend
may be declared than is recommended by the Board, but the shareholders may
declare a smaller dividend. The Board may fix a date as the record date by
reference to which a shareholder will be entitled to receive a dividend on the
ordinary shares and a payment date by reference to which the dividend will be
paid. Any dividend on the ordinary shares unclaimed for a period of 12 years
from its date of payment shall be forfeited and shall revert to us. Dividends
on our ordinary shares do not bear interest.

Rights in Liquidation. Subject to the rights attached to any shares issued
on special terms and conditions, upon our liquidation or winding up, after all
of our debts and liabilities and the expenses of the liquidation have been
discharged, any surplus assets will be divided among the holders of ordinary
shares in proportion to their holdings of share capital.

Ownership of Shares by Non-Residents. There are no restrictions under our
Memorandum and Articles of Association or under English law that limit the
rights of persons not resident in the U.K. to hold or to vote ordinary shares.

Voting Rights and Shareholders Meetings. Under English law, there are two
types of general meetings of shareholders, annual general meetings and
extraordinary general meetings. The annual general meeting must be held, each
calendar year, not more than 15 months from the previous annual general meeting.
At the annual general meeting, matters such as the retirement and election of
directors, re-appointment of auditors and the fixing of their compensation,
approval of the annual accounts and the directors' report and declaration of
dividends are dealt with. Any other general meeting is known as an
extraordinary general meeting. All of our shareholders are entitled to attend
all of our general meetings.

The directors may convene an extraordinary general meeting, and they must
convene one if demanded by holders of not less than 10% of the paid-up voting
share capital. An annual general meeting, and an extraordinary general meeting
called to pass a special resolution, must be called upon at least 21 days'
notice. Any other extraordinary general meeting must be called upon at least 14
days' notice. Where a special or extraordinary resolution is to be considered,
the notice must specify the intention to propose the special or extraordinary
resolution, as the case may be, and must quote the proposed resolution in full.
No business may be transacted at any general meeting unless a quorum of two
persons entitled to vote on the business to be transacted is present in person
or by proxy.

At a general meeting, a simple majority of the votes cast is sufficient to
pass an ordinary resolution. The approval of a special resolution or an
extraordinary resolution requires a majority of not less than 75% of the votes
cast.

Subject to the restrictions referred to in the following paragraph, at a
meeting of shareholders every holder of shares present in person shall have one
vote on a show of hands, and on a poll, every holder present in person or by
proxy shall have one vote for every ordinary share held. A poll with respect to
any resolution can be demanded by:

. the Chairman of the meeting;

. not less than three shareholders present in person or by proxy and
having the right to vote on the resolution;

. a holder or holders present in person or proxy representing not less
than 10% of the total voting rights with respect to the resolution; or

. a holder or holders present in person or by proxy holding shares,
conferring the right to vote on the resolution, on which an aggregate
sum has been paid up equal to not less than one-tenth of the total sum
paid up on all such shares.

All or any of the special rights or privileges attached to our shares,
subject to provisions of the Companies Act 1985, may only be varied either with
the consent in writing of the holders of not less than 75% in nominal value of
the issued shares of the affected class or with the sanction of an extraordinary
resolution passed at a separate meeting of the holders of shares of that class.

Notification of Interest in Shares. Section 198 of the Companies Act 1985
generally obliges a person who acquires an interest of 3% or more in our
ordinary shares to notify us of that interest within two days following the day
on which the obligation to notify arises. ADS holders are subject to Section
198. After the 3% level is reached, further notice must be given each time that
the interest increases or decreases through a whole percentage figure, rounded
down to the next whole number. For the purposes of the notification obligation,
the interest of a person in the shares means direct and indirect interests,
including shares held by the person's spouse or child, a corporate body that the
person can direct or where the person controls one third or more of the voting
power, or another party where the person and that other party acquire shares
under a "concert party" agreement. A "concert party" agreement provides for one
or more parties to acquire shares and imposes obligations or restrictions on any
one or more of the parties as to the use, retention or disposal of those shares.
We are required by rules of the London Stock Exchange to disclose the name and
the number and percentage of shares of each such 3% holder in our annual report
and accounts.

In addition, under Section 212 of the Companies Act 1985, by notice in
writing, we may require a person who we know or believe to be, or to have been
at any time during the three years immediately preceding the notice date,
interested in shares or ADSs to confirm whether or not that is the case and to
give further information relating to any interest. In addition to the
restrictions on the rights attaching to shares imposed by the Companies Act 1985
for non-compliance with a Section 212 notice, our Articles of

Association apply additional restrictions. The restrictions can include loss of
voting rights, entitlement to dividends and other payments and restrictions on
alienability.

Related Party Transactions. The London Stock Exchange rules generally
require that before we engage in a substantial transaction with any person
holding, or who has within the last 12 months held, 10% or more of our voting
share capital, or who is, or within the last 12 months was, one of our
directors, we must obtain shareholder approval of the transaction. The 10%
shareholder or director may not vote on the resolution.

Issuance of Additional Shares. Subject to the provisions of the Companies
Act 1985, our Articles of Association and any relevant shareholders' resolution,
the Board may issue, grant options over or otherwise deal with or dispose of
authorized but unissued shares to any persons and on any terms as they deem
appropriate. By virtue of Section 80 of that Act, however, the Board may not,
subject to limited exceptions in respect of employee share plans, exercise any
power to issue shares or derivative securities unless they have been authorized
to do so by an ordinary resolution. Any such authority must state the maximum
amount of shares which may be issued under it and the date on which it will
expire, which must not be more than five years from the date the resolution is
passed. On January 17, 2001, our shareholders passed an ordinary resolution
authorizing our directors, under Section 80, to issue shares up to a nominal
amount of (Pounds)41.6 million, not including shares underlying options granted
under our option plans, for a period of five years.

Our share capital may be increased, consolidated and divided into shares of
larger amounts than the ordinary shares, sub-divided into shares of smaller
amounts than the ordinary shares, and unissued ordinary shares may be canceled,
in each case, by an ordinary resolution of shareholders in a general meeting.
Our issued share capital may be reduced by special resolution of shareholders in
a general meeting and confirmation by the English courts. We may, with the
prior approval of a special resolution of shareholders at a general meeting,
purchase our own shares. On January 17, 2001, our shareholders passed a special
resolution authorizing the repurchase of up to 25 million of our ordinary
shares.

Pre-emptive Rights. If shares are to be issued for cash, Section 89 of the
Companies Act 1985 requires, subject to limited exceptions in respect of
employee share plans, that the shares first be offered to existing holders in
proportion to their holdings. However, Section 95 of the Companies Act of 1985
provides that the shareholders of a company may by special resolution give power
to its board to issue shares, in respect of which there is existing Section 80
authority, as if Section 89 did not apply. On January 17, 2001, our
shareholders approved a special resolution authorizing the issue of shares,
without first offering them to existing holders, up to an aggregate nominal
amount of (Pounds)6.25 million, which authority will expire at the conclusion of
the next annual general meeting or, if earlier, 15 months from the approval of
the resolution.

Amendment of Articles of Association. The Articles may be amended at any
time by a special resolution of shareholders.

Indemnification of Directors and Company Officers. Our directors and
Secretary are entitled to indemnification from us against costs, losses and
liabilities incurred by them in the proper exercise of their duties.

Material Contracts

On March 12, 2001, we entered into a credit facility agreement among Enodis
Plc and certain of our subsidiaries, the Royal Bank of Scotland Plc and Salomon
Brothers International Limited, as arrangers, and specified lenders. The
material terms of this agreement are described in "Item 5. Operating and
Financial Review and Prospects -- Liquidity and Capital Resources."

We acquired Scotsman in August 1999 under the terms of an Agreement and
Plan of Merger dated as of July 1, 1999. The cost of the acquisition, including
assumed debt, was $791.5 million. Under the

agreement, we purchased all of the outstanding shares of Scotsman for a price of
$33.00 per share. On July 1, 1999, the last full trading day before the public
announcement of the proposed acquisition, the market price of Scotsman's shares
was $21.81 per share.

We are party to a Deposit Agreement dated as of July 11, 2000 with The Bank
of New York, as depositary, and all owners and holders from time to time of ADRs
issued thereunder. Under the agreement, The Bank of New York acts as depositary
and registrar for our American Depositary Receipts ("ADRs") that evidence our
ADSs. The depositary's corporate trust office is located at 101 Barclay Street,
New York, NY 10286. Generally, the depositary will issue and register ADRs as
requested against the deposit of ordinary shares with its London or corporate
trust office and upon payment of fees, expenses and taxes. The depositary will
also deliver the underlying ordinary shares as requested against the deposit of
ADRs for cancellation and upon payment of fees, expenses and taxes. The
depositary will send to holders dividends and anything else that we distribute
on deposited securities by any means it thinks is legal, fair and practical. If
exchange rates fluctuate before the depositary can translate the pounds in the
distribution to dollars, ADS holders may lose some of the value of the
distribution. Holders of ADRs may instruct the depositary to vote the
underlying shares but may not vote them directly. Holders may not know about a
meeting long enough in advance to give their instructions if their ADRs are held
in broker or nominee name. Either Enodis or the depositary may terminate the
agreement. The depositary is required to give holders 90 days' notice of
termination. The agreement limits our obligations and the obligations of the
depositary to holders.

We have an employment agreement with Andrew Allner dated October 20, 2000,
as amended. Mr. Allner is entitled to a base salary at the rate of
(Pounds)245,000 per annum. Mr. Allner, as Chief Financial Officer reports to
the Chief Executive and to the Board. In addition, Mr. Allner participates in:

. our discretionary bonus scheme;

. life insurance coverage which provides for a death benefit of four
times Mr. Allner's salary and family medical and disability insurance;

. benefit plans generally provided to our other senior executives; and

. our share option plans.

Mr. Allner will also receive:

. a special bonus based on price of our ordinary shares after the
preliminary announcement of our annual results for fiscal 2001, of
(Pounds)5,000 for each 1 pence that the share price then exceeds 100
pence per share, or, if there is a change of control of Enodis prior
to the preliminary announcement, (Pounds)5,000 for each 1 pence that
the purchase price exceeds 100 pence per share, in each case subject
to a minimum of (Pounds)250,000; and

. 27% of base salary in lieu of membership in our defined benefit
pension plan and a contribution to our defined contribution pension
plan.

Under the agreement, Mr. Allner is also provided with a car. In the event
of illness or disability, Mr. Allner is entitled to receive his base salary for
26 weeks and will be retained on our payroll for the purpose of receiving any
prolonged disability benefits which may be payable and for the purposes of the
pension plans. We may terminate Mr. Allner's employment upon 12 months notice.
If the termination is without cause or there is a change of control within the
first 18 months of employment with us, Mr. Allner is entitled to a payment equal
to 95% of his base salary (and additional salary in the case of termination, if
the Board agrees; and 95% of bonus, in the case of change of control) for one
year from the date of termination. Mr. Allner may terminate his employment upon
three months written notice to us. Cause is defined in the agreement as
including gross misconduct, serious breach of the agreement, bankruptcy, the
conviction of a crime or insider trading. The agreement also provides for one
year post-employment restrictive covenants.

We also have agreed to grant to Mr. Allner an option, under our 2001
Executive Share Option Scheme, with a value of twice his annual base salary,
based on an exercise price of (Pounds)1.81 per ordinary share. If the price of
our shares increased before the date of grant, we will pay Mr. Allner the
difference between the actual exercise price and (Pounds)1.81 per ordinary
share. If there is a change of control of Enodis prior to the date of grant,
Mr. Allner will receive a cash payment of the amount that would have been paid
to him if he had been granted and had exercised the options at an exercise price
of (Pounds)1.81 per ordinary share and had sold the shares at the purchase price
paid by the acquiror.

Enodis Corporation has an employment agreement with Andrew F. Roake dated
December 9, 1997, as amended. Mr. Roake is entitled to a base salary at the
rate of $535,000 per annum. In addition, Mr. Roake participates in:

. our discretionary bonus scheme;
. our share option plans; and
. benefit plans generally provided to our other senior executives.

Under the agreement, Mr. Roake is also provided with a car. We may terminate
Mr. Roake's employment with or without cause. If the termination is for cause,
Mr. Roake is entitled to any earned but unpaid base salary and any expenses he
incurred that have not yet been reimbursed. If the termination is without
cause, Mr. Roake is entitled to the continuation of his base salary for one year
from the date of termination. In the event of a termination without cause
following a change of control of Enodis before March 31, 2002, Mr. Roake will be
entitled to his base salary for two years from the date of termination. Mr.
Roake may terminate his employment upon two months notice to us. Cause is
defined in the agreement as dishonesty, willful misconduct or gross negligence,
the failure to discharge proper directions faithfully or the commission of a
felony. The agreement also provides for one year post-employment restrictive
covenants.

We also have agreed to grant to Mr. Roake an option, under our 2001
Executive Share Option Scheme, with a value of twice his annual base salary,
based on an exercise price of (Pounds)1.81 per ordinary share. If the price of
our shares increased before the date of grant, we will pay Mr. Roake the
difference between the actual exercise price and (Pounds)1.81 per ordinary
share. If there is a change of control of Enodis prior to the date of grant,
Mr. Roake will receive a cash payment of the amount that would have been paid to
him if he had been granted and had exercised the options at an exercise price of
(Pounds)1.81 per ordinary share and had sold the shares at the purchase price
paid by the acquiror.

Exchange Controls

There are currently no U.K. foreign exchange control restrictions affecting
(1) the import or export of capital, including the availability of cash and cash
equivalents for use by us or (2) the payment of dividends, interest or other
distributions to non-resident holders of our securities.

Taxation

The following section is a general summary of the principal U.S. federal
and U.K. tax consequences of the purchase, ownership and disposition of ADSs
and, except as provided explicitly below, ordinary shares, to U.S. Holders. For
these purposes, "U.S. Holders" are beneficial owners of ADSs or, where relevant,
ordinary shares, who are any of the following:

. citizens or residents of the U.S. for U.S. federal income tax purposes
who are not also resident or, in the case of individuals, ordinarily
resident, in the U.K. for U.K. tax purposes;

. corporations or partnerships created or organized under the laws of the
U.S. or any State thereof;

. estates the income of which is subject to U.S. federal income taxation
regardless of its source; or

. a trust, if a court within the U.S. is able to exercise primary
supervision over the administration and control of the trust and one or
more of the U.S. fiduciaries have the authority to control all
substantial decisions of the trust.

This summary is based on the current laws in force and regulations of the
relevant taxation authorities and is subject to any changes in U.S. or U.K. law,
or in the interpretation of these laws by the relevant legislative, judicial or
taxation authorities or in the reciprocal taxation conventions between the U.S.
and the U.K. relating to (a) income and capital gains taxes (the "Income Tax
Treaty") and (b) estate and gift taxes (the "Estate Tax Convention"). This
summary is also based, in part, on representations of the depositary and assumes
that each obligation in the Deposit Agreement will be performed in accordance
with its terms.

This summary is of a general nature and does not discuss all aspects of
U.S. and U.K. taxation that may be relevant to a particular investor. It deals
only with ADSs held as capital assets and does not address special classes of
purchasers, such as dealers in securities, U.S. Holders whose functional
currency is not the U.S. dollar and certain U.S. Holders (including, but not
limited to, insurance companies, tax exempt organizations, financial
institutions and persons subject to the alternative minimum tax) who may be
subject to special rules not discussed below. In particular, the following
summary does not address the tax treatment of U.S. Holders who may own, directly
or by attribution, 10% or more of our outstanding voting share capital.

Prospective purchasers of our ADSs are advised to consult with their own
tax advisors with respect to U.S. federal, state and local tax consequences, as
well as with respect to the U.K. and other foreign tax consequences, of the
ownership of our ADSs applicable in their particular tax situations.

For purposes of the conventions and the U.S. Internal Revenue Code of 1986,
U.S. Holders will be treated as the owners of the ordinary shares represented by
ADSs.

Taxation of Dividends

No U.K. withholding tax is payable in respect of dividends on our ordinary
shares or ADSs, except by way of a deduction in calculating the tax credit under
applicable double taxation treaties. See below with respect to the Income Tax
Treaty. An individual who is the beneficial owner of our ADSs and who resides
in the U.K. is treated, for U.K. income tax purposes, as having taxable income
equal to the amount of a dividend paid to him, plus a U.K. tax credit. The U.K.
tax credit is an amount equal to one-ninth of the dividend received. The U.K.
tax credit is not available to be refunded to him if it exceeds his overall
income tax liability.

Under the Income Tax Treaty, subject to limited exceptions, a U.S. holder
who is a resident of the U.S. for purposes of the Income Tax Treaty is entitled
to receive, in addition to any dividend paid by Enodis, the U.K. tax credit in
respect of that dividend, but reduced by a U.K. withholding tax equal to 15% of
the sum of the dividend paid and the U.K. tax credit. However, the U.K. tax
credit to persons entitled to this credit will not exceed the applicable
withholding tax. Therefore U.S. Holders will not be entitled to receive a
payment of any U.K. tax credit.

For U.S. federal income tax purposes, the gross amount of a dividend (a)
will be included in gross income by a U.S. holder (at the dollar value of the
dividend payment, on the date of the receipt by the depositary, regardless of
whether the dividend is translated into dollars) and (b) will be treated as
foreign source dividend income to the extent paid out of our current accumulated
earnings and profits as determined for U.S. federal income tax purposes. Any
difference between the dollar amount included in income and the dollar amount
actually received may constitute ordinary foreign currency gain or loss.

Taxation of Capital Gains

A U.S. holder who is not resident or ordinarily resident in the U.K. for
U.K. tax purposes will not be liable for U.K. tax on capital gains or eligible
for relief for losses realized or accrued on the disposal of ADSs unless, at the
time of disposal, the U.S. holder is carrying on a trade, profession or vocation
in the U.K. through a branch or agency, and the ADSs are or have been before the
time of disposal used, held or acquired for the purposes of the trade,
profession or vocation of the branch or agency.

An individual U.S. holder who has, on or after March 17, 1998, ceased to be
resident or ordinarily resident in the U.K. for a period not exceeding five tax
years and who disposes of ADSs during that period may also be liable for U.K.
tax on capital gains, notwithstanding that the person may not be resident in the
U.K at the time of the disposal.

Upon the sale or other disposition of an ADS, a U.S. holder will generally
recognize gain or loss for U.S. federal income tax purposes in an amount equal
to the difference between the amount realized on the sale or disposition and the
U.S. holder's adjusted tax basis in the ADS. This gain or loss will be capital
gain or loss if the U.S. holder held the ADS as a capital asset.

A U.S. Holder that is liable for both U.K. and U.S. tax on a gain on the
disposal of an ADS will generally be entitled, subject to limitations under the
Income Tax Treaty, to credit the amount of U.K. capital gains or corporation
tax, as the case may be, paid in respect of the gain against such U.S. holder's
U.S. federal income tax liability in respect of the gain. U.S. Holders should
seek professional tax advice to determine their entitlement to credit U.K. tax
against their U.S. federal income tax liability.

Estate and Gift Taxes

An ADS held by an individual U.S. holder whose domicile is determined to be
in the U.S. for purposes of the Estate Tax Convention and who is not a national
of, or domiciled in, the U.K. for those purposes will not be subject to U.K.
inheritance tax on the individual's death or on a lifetime transfer of our ADSs,
except where (a) the ADSs are part of the business property of a U.K. permanent
establishment of an enterprise of the U.S. or pertain to a U.K. fixed base used
for the performance of independent personal services or (b) any applicable U.S.
federal gift or estate tax liability is not paid. The Estate Tax Convention
generally provides a credit against U.S. federal estate or gift tax liability
for the amount of any tax paid in the U.K. in a case where the ADSs are subject
to both U.K. inheritance tax and to U.S. federal estate or gift tax. An
individual U.S. holder will be subject to U.S. estate and gift taxes with
respect to our ADSs in the same manner and to the same extent as with respect to
other types of personal property.

U.K. Stamp Duty ("SD") and Stamp Duty Reserve Tax ("SDRT")

SDRT at the then-applicable rate arises upon the deposit with the
depositary or its nominee of ordinary shares in exchange for ADRs. The current
rate of SDRT on the deposit of ordinary shares is 1.5%. In some cases, U.K. SD
could also arise on the deposit, and the current rate is 1.5%. The amount of
SDRT payable will be reduced by any SD paid in connection with the same
transaction. SDRT will be payable by the depositary in the first instance. In
accordance with the terms of the Deposit Agreement, the depositary will require
holders to pay the amount in respect of this tax to the depositary before
issuing the ADRs.

If the instrument of transfer is not executed in the U.K. and remains at
all subsequent times outside the U.K., no SD will be payable on the acquisition
or transfer of ADSs. An agreement to transfer ADSs will not give rise to a
liability for SDRT.

A transfer of ordinary shares by the depositary or its nominee to the
relative ADR holder when the ADR holder is not transferring beneficial ownership
will give rise to SD at the rate of (Pounds)5.00 per transfer.

Transfer of ordinary shares, as opposed to ADSs, will normally give rise to
a charge to SD at the rate of 0.5% of the price payable for the ordinary shares
at the time of the transfer or agreement to transfer. SD and SDRT arising upon
the sale of ordinary shares are usually payable by the purchaser. Where these
ordinary shares are later transferred to the depositary, further SDRT will
normally be payable upon the deposit at the rate of 1.5% of the value of the
ordinary shares at the time of transfer. In certain cases, SD could also arise
in the transfer at the rate of 1.5%, subject to the amount of any SDRT being
reduced by the SD on the same transaction.

Documents on Display

We are subject to the filing requirements of the Securities Exchange Act of
1934 and file periodic reports with the Securities and Exchange Commission. You
may read and copy any documents that we have filed with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, DC 20549. You may
also call the SEC at 1-800-SEC-0330 for further information about the Public
Reference Room. Some of our SEC filings are available on the SEC's Internet
site at www.sec.gov.

Whenever a reference is made in this report to any material contract or
other document to which we are a party, you should refer to the exhibits that
are a part of this report for a complete copy of the contract or document. You
may request copies of these exhibits, and we will provide them at no cost, by
writing or telephoning us at 1 Farnham Road, Guildford, Surrey, GU2 4RG U.K.,
attention Mr. David Hooper, Company Secretary (telephone: (44) 1483-549-080) or
at the Enodis Technology Center, 2227 Welbilt Blvd., New Port Richey, Florida
34655, U.S.A., attention Ms. Michele Nova (telephone: 727-375-7010).

Item 11. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks from changes in foreign currency exchange
rates and interest rates. We monitor and manage these risks as an integral part
of our overall risk management program, which recognizes the unpredictability of
financial markets and seeks to reduce the potentially adverse effects on its
results. As a result, we do not anticipate any material losses in these areas.

We operate a central treasury function that controls all decisions and
commitments about cash management, arrangement of borrowing facilities, banking
relationships and foreign currency commitments. Our treasury operations are
conducted within a framework of policies and guidelines which have been
authorized by the board of directors to regulate the activities of the central
treasury function in terms of the approval levels and the scope of decision
making. The central treasury function, in turn, has implemented policies and
guidelines to control the activities of our subsidiaries.

To reduce our currency translation and interest rate risks, we selectively
use a number of financial instruments. We do not use financial instruments for
trading purposes.

Interest Rate Risk

We are exposed to interest rate risk primarily due to our borrowing
activities, the majority of which are denominated in U.S. dollars. Interest
rate risk exists on our long-term floating rate borrowings, which at September
30, 2000 amounted to (Pounds)449.8 million. To reduce the impact of changes in
interest rates on these borrowings, a formal policy has been approved by our
board to hedge 65% of our long-term floating rate borrowings for a period of up
to three years. Accordingly, we have contracted with major financial
institutions as follows:

! forward interest rate agreement--we have a pre-set interest rate for a
specified future period;

! interest rate cap/floor agreement--we are entitled to receive from
counterparties the amount, if any, by which the selected market interest
rate exceeds the cap strike rate stated in the contract, or to pay to
counterparties the amount, if any, by which the selected market interest
rate falls below the floor strike rate, applied to the notional amount;
and

! interest rate swap agreements--we have agreed to exchange the
difference between a fixed rate and a variable rate applied to the
notional amount.

At September 30, 2000, after adjusting for the effect of the above
agreements, we had long-term fixed, floating rate and semi-fixed borrowings of
(Pounds)94.9 million, (Pounds)292.7 million and (Pounds)67.6 million,
respectively. The semi-fixed borrowings relate the collar noted above. A
hypothetical 100-basis point increase in the interest rate, as of September 30,
2000, would reduce net income by (Pounds)3.6 million.

Currency Risk

A substantial part of our activities is conducted outside the U.K., and the
majority of that activity is denominated in U.S. dollars. This gives rise to
several elements of risk in respect of foreign exchange rate movements.

Foreign currency requirements for sales transactions between our
subsidiaries and our obligations to or from third parties are hedged through
forward currency agreements with terms generally of less than one year. No
speculative positions are taken. We monitor our foreign currency exposures to
ensure the effectiveness of our foreign currency hedge positions. The principal
currencies hedged include the U.S. dollar, euro and Canadian dollar. At
September 30, 2000, we had forward contracts maturing at various dates to sell
(Pounds)29.1 million in foreign currency. The approximate gain to us to
terminate these agreements at September 30, 2000, would have been (Pounds)0.3
million.

We also face exposure arising from the impact of translating our global
foreign currency assets into pounds at balance sheet dates. Wherever possible,
we seek to minimize this exposure through the matching of local currency
borrowings and assets. At September 30, 2000, 97.0% of our net debt was
denominated in U.S. dollars. We continually review this exposure and, in the
event that a natural hedging position cannot be achieved, we consider the use of
appropriate financial instruments. The translation impact on the balance sheet
for fiscal 2000 was a gain of (Pounds)4.7 million. This adjustment is included
in our statement of shareholders' equity under the heading, "Accumulated Other
Comprehensive Loss."

A hypothetical 10% strengthening of the pound against all currencies in
which our international net earnings and net assets are denominated would:

! reduce our net income at September 30, 2000 by (Pounds)4.2 million,
mainly due to U.S. dollar exposure; and

! reduce our net assets at September 30, 2000 by (Pounds)14.8 million,
mainly due to U.S. dollar and euro exposure.

Item 12. Description of Securities Other than Equity Securities

Not applicable.

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

Not applicable.

Item 14. Material Modifications to the Rights of Security Holders and Use of
Proceeds

Not applicable.

Item 15. [Reserved]

Item 16. [Reserved]

PART III

Item 17. Financial Statements

Not applicable.

Item 18. Financial Statements

The financial statements described below are included in this report
immediately following Item 19.

Description Page No.
----------- --------

Enodis plc Consolidated Financial Statements as of September 30, 2000 and
October 2, 1999 and for the three years in the period ended September 30, 2000:

Independent Auditors' Report..................................................................... F-1
Consolidated Balance Sheets...................................................................... F-2
Consolidated Statements of Income................................................................ F-3
Consolidated Statements of Cash Flows............................................................ F-4
Consolidated Statements of Shareholders' Equity.................................................. F-5
Notes to Consolidated Financial Statements....................................................F-6 F-29
Schedule II - Valuation and Qualifying Accounts and Reserves..................................... F-30

Item 19. Exhibits

Exhibit No. Description of Document
---------- -----------------------

1.1 Certificate of Incorporation, as amended, and Memorandum of
Association of the Registrant, as amended.*

1.2 Articles of Association of the Registrant, as amended.*

4.1 The Registrant's Executive Share Option Scheme (1984).*

4.2 The Registrant's Executive Share Option Scheme (1993).*

4.3 The Registrant's Executive Share Option Scheme (1995).*

4.4 Service Contract between Enodis Corporation and Andrew F. Roake
dated December 9, 1997.*

4.5 Service Contract between the Registrant and Andrew Allner dated
October 20, 2000, as amended.

4.6 Agreement and Plan of Merger dated as of July 1, 1999 among Enodis
Corporation, Berisford Acquisition Corporation and Scotsman
Industries, Inc., incorporated by reference to Schedule 14D-1,
Exhibit 99(c)(1) filed by Scotsman Industries, Inc. on July 9, 1999
(File No. 005-40352).*

4.7 Credit and Guaranty Agreement dated as of August 13, 1999 among the
registrant, Barclays Bank PLC, National Westminster Bank Plc and
others.*

4.8 Form of Deposit Agreement among the Registrant, The Bank of New
York, as Depositary, and all owners and holders from time to time
of ADRs issued thereunder, including the form of ADR.*

4.9 Amendment dated April 9, 2001 to service contract between Enodis
Corporation and Andrew F. Roake.

8.1 Significant Subsidiaries.

-----------------------

* Incorporated by reference to our registration statement on Form 20-F (File
No. 1-15032), filed on June 9, 2000, as amended by Amendment No. 1, filed
on June 28, 2000 and as amended by Amendment No. 2, filed on July 5, 2000.

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of Enodis plc:

We have audited the accompanying consolidated balance sheets of Enodis plc
(formerly Berisford plc) and subsidiaries (collectively, the "Company") as of
September 30, 2000 and October 2, 1999, and the related consolidated statements
of income, shareholders' equity and cash flows for each of the three years in
the period ended September 30, 2000. Our audits also included the financial
statement schedule listed in the Index at Item 18. These financial statements
and financial statement schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
September 30, 2000 and October 2, 1999, and the results of its operations and
its cash flows for each of the three years in the period ended September 30,
2000, in conformity with accounting principles generally accepted in the United
States of America. Also, in our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.

/s/ DELOITTE & TOUCHE

London, England
November 21, 2000 except for Notes 1, 3, 8, 9 and 16, as to which the date is
March 23, 2001

F-1

ENODIS plc (formerly Berisford plc)

CONSOLIDATED BALANCE SHEETS
(in millions except share data)
-----------------------------------------------------------------------------------------------------------------------------------

September 30,
2000 September 30, October 2,
(Note 1) 2000 1999
(Convenience
Translation)

ASSETS
CURRENT ASSETS:

Cash and cash equivalents $ 42.1 (pound) 28.5 (pound) 26.7
Trade accounts receivable, less allowance for doubtful
accounts of(pound)8.3 and(pound)8.1, respectively 225.9 152.8 149.1
Inventories 159.7 108.0 107.9
Prepaid expenses and other current assets 43.0 29.1 24.1
Deferred income taxes 30.0 20.3 24.3
Net assets of discontinued operations 129.0 87.2 86.2
--------- --------------- ---------------

Total current assets 629.7 425.9 418.3

PROPERTY, PLANT AND EQUIPMENT, net 176.8 119.6 110.5

GOODWILL, net 959.4 648.9 623.7

DEFERRED INCOME TAXES 102.3 69.2 79.7

OTHER ASSETS 74.8 50.6 49.7
--------- --------------- ---------------

TOTAL ASSETS $ 1,943.0 (pound) 1,314.2 (pound) 1,281.9
========== =============== ===============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Trade accounts payable $ 116.4 (pound) 78.7 (pound) 66.3
Accrued expenses and other current liabilities 157.9 106.8 137.2
Short-term debt 9.3 6.3 5.1
Current portion of long-term debt 126.1 85.3 74.5
Income taxes payable 22.9 15.5 9.0
--------- --------------- ---------------

Total current liabilities 432.6 292.6 292.1

LONG-TERM DEBT 548.7 371.1 445.8

OTHER LIABILITIES 92.6 62.6 50.3

MINORITY INTEREST 1.6 1.1 1.0
--------- --------------- ---------------

Total liabilities 1,075.5 727.4 789.2
--------- --------------- ---------------

COMMITMENTS AND CONTINGENCIES (Note 9)

SHAREHOLDERS' EQUITY:
Ordinary shares, 50p par value, 344,200,000 shares authorized, 184.8 125.0 105.8
250,074,985 and 211,553,127 shares issued and outstanding,
respectively
Additional paid-in capital 354.2 239.6 165.9
Retained earnings 326.9 221.1 224.6
Accumulated other comprehensive income (loss) 1.6 1.1 (3.6)
--------- --------------- ---------------

Total shareholders' equity 867.5 586.8 492.7
--------- --------------- ---------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,943.0 (pound) 1,314.2 (pound) 1,281.9
========= =============== ===============

See notes to consolidated financial statements.

F-2

ENODIS plc (formerly Berisford plc)

CONSOLIDATED STATEMENTS OF INCOME
(in millions except share data)
---------------------------------------------------------------------------------------------------------------------------------

52 Weeks 52 Weeks 53 Weeks 52 Weeks
Ended Ended Ended Ended
September 30, September 30, October 2, September 26,
2000 2000 1999 1998
(Note 1)
(Convenience
Translation)

NET SALES $ 1,337.2 (pound) 904.4 (pound) 490.7 (pound) 335.9

COSTS OF GOODS SOLD, EXCLUSIVE OF
DEPRECIATION 908.6 614.5 316.6 216.1
------------ ------------ ------------ ------------

Gross profit 428.6 289.9 174.1 119.8

SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 232.3 157.1 100.6 70.4

DEPRECIATION AND AMORTIZATION 81.6 55.2 30.4 20.8
------------ ------------ ------------ ------------

Operating profit 114.7 77.6 43.1 28.6

OTHER INCOME, NET 2.5 1.7 3.1 5.3

INTEREST EXPENSE, INCLUDING
AMORTIZATION OF DEBT
ISSUANCE COSTS (53.4) (36.1) (13.9) (11.4)
------------ ------------ ------------ ------------

INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES AND MINORITY
INTEREST 63.9 43.2 32.3 22.5

PROVISION FOR INCOME TAXES 50.0 33.8 21.7 20.3
MINORITY INTEREST 0.4 0.3 - -
------------ ------------ ------------ ------------

INCOME FROM CONTINUING OPERATIONS 13.5 9.1 10.6 2.2

INCOME FROM DISCONTINUED OPERATIONS,
NET OF INCOME TAX 23.9 16.2 16.7 14.1
------------ ------------ ------------ ------------

NET INCOME $ 37.4 (pound) 25.3 (pound) 27.3 (pound) 16.3
============ ============ ============ ============

WEIGHTED AVERAGE ORDINARY SHARES:
Basic 234.0 234.0 157.1 151.5
Diluted 250.7 250.7 249.4 154.4

EARNINGS PER ORDINARY SHARE -- BASIC (pence):
Income from continuing operations $ 0.06 3.9 p 6.7 p 1.5 p
Income from discontinued operations 0.10 6.9 p 10.7 p 9.3 p
------ ------------ ------------ ------------
Net Income $ 0.16 10.8 p 17.4 p 10.8 p
====== ============ ============ ============

EARNINGS PER ORDINARY SHARE -- DILUTED (pence):
Income from continuing operations $ 0.05 3.6 p 7.6 p 1.4 p
Income from discontinued operations 0.10 6.5 p 6.7 p 9.2 p
------ ------------ ------------ ------------
Net Income $ 0.15 10.1 p 14.3 p 10.6 p
====== ============ ============ ============

See notes to consolidated financial statements.

F-3

ENODIS plc

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
----------------------------------------------------------------------------------------------------------------------------------

52 Weeks
Ended
September 30, 52 Weeks 53 Weeks 52 Weeks
2000 Ended Ended Ended
(Note 1) September 30, October 2, September 26,
(Convenience 2000 1999 1998
Translation)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 37.4 (pound) 25.3 (pound) 27.3 (pound) 16.3
Adjustments to reconcile net income to net
cash provided
by operations:
Net income from discontinued operations (24.0) (16.2) (16.7) (14.1)
Depreciation and amortization 81.6 55.2 30.4 20.8
Gain on sale of fixed assets (3.7) (2.5) (1.3) (4.4)
Deferred income taxes 29.0 19.6 15.8 17.0
Stock Option expense 4.2 2.8 - -
Change in operating assets and liabilities: 0.0
Decrease (increase) in accounts receivable 18.3 12.4 (3.0) (10.8)
Increase in inventories 9.2 6.2 0.5 3.3
Decrease (Increase) in prepaid expenses and
other current assets (7.4) (5.0) 1.3 (2.0)
(Decrease) increase in trade accounts payable (14.3) (9.7) (17.3) 5.1
(Decrease) Increase in accrued expenses and
other current liabilities 1.0 0.7 2.9 (9.8)
Other, net (1.3) (0.9) (4.0) 1.5
------------ ------------ ------------ ------------

Net cash provided by operations 130.0 87.9 35.9 22.9
------------ ------------ ------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (30.5) (20.6) (20.8) (8.0)
Proceeds from the sale of fixed assets 12.1 8.2 16.2 15.1
Acquisitions, net of cash acquired (71.2) (48.2) (233.0) (56.1)
------------ ------------ ------------ ------------

Net cash used in investing activities (89.6) (60.6) (237.6) (49.0)
------------ ------------ ------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt - 367.3 -
Repayments of long-term debt (47.9) (32.4) (201.7) (4.8)
Repayments of capital lease obligations (1.0) (0.7) (0.7) (1.0)
Net proceeds from short-term borrowings 28.4 19.2 15.8 18.1
Dividends paid to shareholders (42.6) (28.8) (15.7) (11.6)
Proceeds from issuance of shares 0.9 0.6 2.7 0.4
Repayment from (Repurchase of) EXSOP shares 0.9 0.6 (0.6) (0.7)
Repurchase of convertible debt (1.7) (1.1) - -
------------ ------------ ------------ ------------

Net cash (used in) provided by financing activities (63.0) (42.6) 167.1 0.4
------------ ------------ ------------ ------------

NET CASH PROVIDED BY DISCONTINUED OPERATIONS 22.5 15.2 19.0 7.2

EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS 2.8 1.9 3.3 (0.3)
------------ ------------ ------------ ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS 2.7 1.8 (12.3) (18.8)

CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD 39.5 26.7 39.0 57.8
------------ ------------ ------------ ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD $ 42.2 (pound) 28.5 (pound) 26.7 (pound) 39.0
============ ============ ============ ============

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 49.4 (pound) 33.4 (pound) 14.5 (pound) 13.0
============ ============ ============ ============
Income taxes paid $ 15.1 (pound) 10.2 (pound) 8.3 (pound) 6.6
============ ============ ============ ============

SCHEDULE OF NONCASH INVESTING AND
FINANCING ACTIVITIES:
Fair value of assets acquired $ 35.8 (pound) 24.2 (pound) 602.8 (pound) 63.0
Liabilities assumed (6.1) (4.1) (369.8) (6.9)
Notes issued for acquisitions (1.0) (0.7) 0.0 0.0
------------ ------------ ------------ ------------

Cash paid for acquisitions $ 28.7 (pound) 19.4 (pound)233.0 (pound) 56.1
============ ============ ============ ============

Deferred consideration and costs of (pound)28.8 million accrued in 1999 with
respect to the Scotsman acquisition were paid in the current period and have
been included in cash paid for acquisitions above.

See notes to consolidated financial statements.

F-4

ENODIS plc

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in millions)
----------------------------------------------------------------------------------------------------------------------------------

Accumulated
Ordinary Shares Other
---------------------- Additional Comprehensive
Par Paid-In Retained Income
Number Value Capital Earnings (Loss) Total

BALANCE, SEPTEMBER 27, 1997 152.6 (pound)76.3 (pound)58.8 (pound)208.3 (pound)(1.5) (pound)341.9
------------

Comprehensive income:
Net income 16.3 16.3
Foreign currency translation adjustments (3.2) (3.2)
------------
Total comprehensive income: 13.1
------------
Dividends on ordinary shares (11.6) (11.6)
Conversion of Convertible Unsecured Loan Stock 0.1 0.1 0.2 0.3
Shares issued 0.5 0.2 0.2 0.4
--------- ------------ ------------ ------------ ---------- ------------

BALANCE, SEPTEMBER 26, 1998 153.2 (pound)76.6 (pound)59.2 (pound)213.0 (pound)(4.7) (pound)344.1

Comprehensive income:
Net income 27.3 27.3
Foreign currency translation adjustments 1.1 1.1
------------
Total comprehensive income: 28.4
------------
Dividends on ordinary shares (15.7) (15.7)
Conversion of Convertible Unsecured Loan Stock 55.5 27.8 105.4 133.2
Shares issued 2.9 1.4 1.3 2.7
--------- ------------ ------------ ------------ ---------- ------------

BALANCE, OCTOBER 2, 1999 211.6 105.8 165.9 224.6 (3.6) 492.7

Comprehensive income:
Net income 25.3 25.3
Foreign currency translation adjustments 4.7 4.7
------------
Total comprehensive income: 30.0
------------
Dividends on ordinary shares (28.8) (28.8)
Conversion of Convertible Unsecured Loan Stock 38.1 19.0 72.6 91.6
Shares issued 0.4 0.2 1.1 1.3
--------- ------------ ------------ ------------ ---------- ------------

BALANCE, SEPTEMBER 30, 2000 250.1 (pound)125.0 (pound)239.6 (pound)221.1 (pound)1.1 (pound)586.8
========= ============ ============ ============ ========== ============

BALANCE, SEPTEMBER 30, 2000 250.1 $ 184.8 $ 354.2 $ 326.9 $ 1.6 $ 867.5
========= ============ ============ ============ ========== ============
(Note 1 Convenience Translation)

See notes to consolidated financial statements.

F-5

Enodis plc (formerly Berisford plc)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business - Effective June 26, 2000, Berisford plc changed its name to
Enodis plc. The principal activities of the continuing businesses of Enodis
plc ("Enodis") (formerly Berisford plc) and its subsidiaries (collectively,
the "Company") consist of the manufacture and sale of commercial food
equipment.

Basis of Presentation - The accompanying financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America ("US GAAP"). The Company prepares the financial
statements filed with the London Stock Exchange, the Company's primary
trading market, in accordance with accounting principles generally accepted
in the United Kingdom ("UK GAAP"), which differs in certain respects from
the US GAAP accounts contained herein.

As further described in Note 3, subsequent to the fiscal year ended
September 30, 2000, the Board of Directors approved a formal plan to sell
the operations of the Company's building and consumer products ("BCP")
business. This action represents a disposal of a business segment under
Accounting Principles Board Opinion No. 30, "Reporting the Results of
Operations--Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions". This statement requires that the results of continuing
operations be reported separately from those of discontinued operations for
all periods presented. Accordingly, the accompanying financial statements
have been restated to reflect the BCP business as a discontinued operation
for all periods presented.

Basis of Consolidation - The consolidated financial statements include the
accounts of Enodis and its consolidated subsidiaries. All significant
intercompany balances and transactions have been eliminated in
consolidation. Such consolidated financial statements include, as
appropriate, the financial position and the results of operations of
acquired businesses since the dates of such respective acquisitions.
Unconsolidated companies that are 20% to 50% owned are accounted for by the
equity method.

Fiscal Year - The Company reports on a 52-53 week fiscal year ending on the
Saturday nearest to September 30. Fiscal years 2000 and 1998 contained 52
weeks. Fiscal year 1999 contained 53 weeks.

Convenience Translation - The consolidated financial statements are
presented in millions of Great Britain pounds ("(pound)" or "GBP"). In
addition, the consolidated financial statements as of and for the 52 weeks
ended September 30, 2000 are also presented in U.S. dollars ("$" or "USD").
These USD amounts are unaudited and are presented solely for the
convenience of the reader at the rate of (pound)1.00 = USD 1.4785, the noon
buying rate of the United States (U.S.) Federal Reserve Bank as of
September 30, 2000. No representation is made that the GBP amounts shown
could have been, or could be converted into USD at that or any other rate.

F-6

Foreign Currency Translation - Enodis has subsidiaries located in Europe,
Asia, Australia and North America. Foreign subsidiary income and expenses
are translated into GBP at the average rates of exchange prevailing during
the year. The assets and liabilities are translated into GBP at the rates
of exchange on the balance sheet date and the related translation
adjustments are included in accumulated other comprehensive income. As the
Company intends to maintain its investments in these subsidiaries
indefinitely, ultimate realization of these translation adjustments is
highly uncertain. As such, no income taxes are provided on the translation
adjustments. Foreign currency transaction gains and losses are recognized
as they occur. Such amounts are included in selling, general and
administrative expenses and were insignificant in all years presented.

Use of Estimates - The preparation of financial statements in conformity
with US GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

Revenue Recognition - Revenue is recognized when finished goods are
shipped to a customer.

Marketing Costs - Marketing costs are reported in selling, general and
administrative expenses and include costs of advertising and other
marketing activities. Such costs are expensed as incurred and were
(pound)10.7 million, (pound)6.5 million and (pound)4.8 million in fiscal
years 2000, 1999 and 1998, respectively.

Research and Development - Research and development is written off as
incurred. Research and development expenditures for fiscal years 2000,
1999 and 1998 were (pound)13.6 million, (pound)8.9 million and (pound)7.0
million, respectively.

Other Income - Other income for fiscal years 2000, 1999 and 1998 includes
interest income of (pound)1.0 million, (pound)1.2 million and (pound)3.5
million, respectively.

Income Taxes - Deferred income taxes result from temporary differences
between the financial reporting basis and tax basis of assets and
liabilities. Deferred taxes are recorded at enacted statutory rates and
are adjusted as enacted rates change. Classification of deferred tax
assets and liabilities corresponds with the classification of the
underlying assets and liabilities giving rise to the temporary differences
or the period of expected reversal, as applicable. A valuation allowance
is established, when necessary, to reduce deferred tax assets to the
amount that is more likely than not to be realized based on available
evidence.

Earnings per Share - Basic earnings per share excludes dilution and is
computed by dividing net income available to common shareholders by the
weighted-average number of common shares outstanding for the period.
Diluted earnings per share reflects the potential dilution that could
occur if securities or other contracts to issue common shares were
exercised or converted into common shares or resulted in the issuance of
common shares that then shared in the earnings of the entity.

Cash and Cash Equivalents - The Company considers all highly liquid
investments with original maturities of three months or less to be cash
equivalents.

Inventories - Inventories are stated at the lower of cost or market value
and include the appropriate portion of manufacturing overheads. Cost is
determined using the first-in, first-out method for all inventories. In
addition, included in inventory is land held for development and sale.
This land is stated at cost unless an impairment has occurred in which
case the land is stated at its fair market value.

F-7

Property, Plant and Equipment, net - Property, plant and equipment, net is
stated at cost less accumulated deprecation and amortization. The cost of
renewals and betterments is capitalized and depreciated; expenditures for
normal maintenance and repairs are expensed as incurred.

Depreciation and amortization are computed using the straight-line method
over the following estimated useful lives:

Description Useful Lives

Buildings 50-60 years
Machinery, fixtures and equipment 3-10 years
Property and equipment under capital Lesser of lease term
leases and leasehold improvements or economic life

Goodwill, net - The excess cost of a purchased business over the fair
value of net assets acquired ("goodwill") is amortized using the
straight-line method over 20 years. Accumulated amortization was
(pound)109.6 million and (pound)70.1 million at September 30, 2000 and
October 2, 1999, respectively.

Recoverability of Long-Lived Assets - The Company evaluates the carrying
amounts and periods over which long-lived tangible and intangible assets
are depreciated or amortized to determine if events have occurred which
would require modification to the carrying value or useful lives. In
evaluating useful lives and carrying values of long-lived assets, the
Company reviews certain indicators of potential impairment, such as
undiscounted projected cash flows, market share and business plans for
each line of business and acquisition. In the event that an impairment has
occurred, the fair value of the related assets is determined, and the
Company would record a charge to operations calculated by comparing the
asset's carrying value to the estimated fair value. The Company estimates
fair value based on the best information available, making whatever
estimates, judgments and projections are considered necessary.

Concentration of Credit Risk - Financial instruments which potentially
subject the Company to concentrations of credit risk consist primarily of
cash, cash equivalents, trade accounts receivable, interest rate
agreements, and foreign exchange contracts. The Company mitigates such
risks by holding funds in high-quality financial institutions, limiting
counterparties to foreign exchange and interest rate contracts to
qualified financial institutions, and reduces accounts receivable risk by
performing periodic credit evaluations.

Debt Issuance Costs - Debt issuance costs are classified as other assets
and are amortized using the effective interest method over the respective
lives of the related debt.

Financial Instruments - The Company operates internationally, giving rise
to potential exposure to market risks from changes in foreign exchange
rates. Derivative financial instruments are utilized by the Company to
reduce those potential risks. The Company does not hold or issue financial
instruments for trading purposes. The Company enters into forward exchange
contracts to hedge certain firm purchase commitments and existing assets
or liabilities. Gains and losses related to qualifying hedges of firm
commitments are deferred, and are recognized in income or as adjustments
of carrying amounts when the hedged transaction occurs. The Company also
enters into agreements to manage certain exposures to fluctuations in
interest rates. Interest-rate contracts generally involve the exchange of
fixed and floating rate interest payments without the exchange of the
underlying principal. Net amounts paid or received are reflected as
adjustments to interest rate expense.

F-8

Environmental Liabilities - The Company's operations and products are
subject to United States federal, state and local as well as international
regulatory requirements relating to environmental protection. It is the
Company's policy to comply fully with all such applicable requirements.
The Company may be subject to potential liabilities for the costs of
environmental remediation at currently or previously owned or operated
sites or sites to which it, or predecessor owners, transported materials.

It is the Company's policy to accrue for the estimated cost of
environmental matters, on a nondiscounted basis, when it is probable that
a liability has been incurred and the amount of the liability can be
reasonably estimated. Such provisions and accruals exclude claims for
recoveries from insurance carriers or other third parties. Such claims are
recognized as receivables only if realization is probable.

Share Based Compensation - As permitted by Statement of Financial
Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based
Compensation, the Company continues to account for its stock-based
compensation using the intrinsic value method in accordance with
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, and its related interpretations. SFAS No. 123 requires the
disclosure of the effect on operating results had the Company adopted the
fair value method (see Note 13).

New Accounting Pronouncements - In June 1998, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, which was amended by SFAS No. 138,
Accounting for Certain Derivative Instruments and Certain Instruments and
Certain Hedging Activities. These statements require that all derivative
instruments, including certain derivative instruments embedded in other
contracts, be recorded on the balance sheet as either an asset or
liability measured at its fair value. In addition, these statements
require that gains or losses resulting from changes in the derivative's
fair value be recognized currently in earnings unless specific hedge
accounting criteria are met. The Company is not required to adopt these
Statements until the first quarter of fiscal year 2001. The impact of SFAS
133 and SFAS 138 on the Company's financial statements will depend on a
variety of factors, including the extent of the Company's hedging
activities, the types of hedging instruments used and the effectiveness of
such instruments. The initial adoption of SFAS 133 and SFAS 138 is not
expected to have a material effect on its results of operations or
financial position.

In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"), Revenue Recognition in Financial
Statements. SAB 101 provides guidance for revenue recognition under
various circumstances. The accounting and disclosures prescribed by SAB
101 will be effective in the fourth quarter of the Company's fiscal year
ending September 29, 2001, and retroactive to the beginning of that fiscal
year. The Company does not believe the effects of adoption will be
material to its financial position or results of operations.

Reclassifications - Certain reclassifications have been made to the fiscal
year 1999 and 1998 financials in order to conform to the fiscal year 2000
presentation.

2. ACQUISITIONS

The Company's acquisitions have been accounted for under the purchase
method of accounting. Accordingly, for financial reporting purposes, an
allocation of the purchase price has been made using the estimated fair
values of the assets acquired and liabilities assumed as of the
acquisition dates in accordance with Accounting Principles Board Opinion
No. 16, "Business Combinations". The results of operations from these
acquisitions have been included in the accompanying consolidated financial
statements from their respective dates of acquisition.

F-9

2000 Acquisitions

In June 2000, the Company acquired Merrychef Limited ("Merrychef"), a
manufacturer of rapid cooking ovens for (pound)16.9 million, attributable
to (pound)16.7 million in cash and (pound)0.2 million in related costs.
Excess purchase price over the fair value of net assets acquired of
(pound)16.7 million was allocated to goodwill and is amortized on a
straight-line basis over 20 years.

In January 2000, the Company acquired the remaining outside interests of
Total Cellar Systems Ltd, renamed Scotsman Response Limited ("Scotsman
Response") for (pound)2.8 million, attributable to (pound)2.1 million in
cash and (pound)0.7 of notes payable. Scotsman Response is in the business
of servicing beverage dispensing equipment. Excess purchase price over the
fair value of net assets acquired of (pound)2.7 million was allocated to
goodwill and is amortized on a straight-line basis over 20 years.

The aggregate impact of the acquisitions in fiscal year 2000 was not
material to net sales, net income or basic earnings per share.

1999 Acquisitions

In August 1999, the Company acquired Scotsman Industries, Inc.
("Scotsman"), a major manufacturer of ice making machines and commercial
refrigeration products for (pound)478.1 million, attributable to
(pound)225.0 million in cash, deferred consideration of (pound)17.1
million, (pound)224.5 million of assumed debt and (pound)11.5 million in
related costs.

Consideration for Scotsman included amounts payable in respect of shares
still outstanding and the consideration for the acquisition of the
minority interest in Austral Refrigeration Pty Ltd, which was acquired as
a result of the minority shareholders exercising a change in control
option to sell their shares. Deferred consideration and costs of
(pound)28.8 million were paid during fiscal year 2000, and was not based
on any performance criteria.

In December 1998, the Company acquired Convotherm Elektrogerate, GmbH and
subsidiaries for (pound)13.3 million, attributable to (pound)8.4 million
in cash, deferred consideration of (pound)0.8 million, (pound)3.7 million
of assumed debt and (pound)0.4 million in related costs. The deferred
consideration is expected to be paid in 2004 and is not subject to any
performance criteria.

The excess purchase prices over the fair value of the net assets acquired
of approximately (pound)375.7 million for the acquisitions was allocated
to goodwill and are amortized on a straight-line basis over 20 years.

F-10

The following table presents the unaudited pro forma combined results of
the Company and Scotsman as if the acquisition had occurred at the
beginning of fiscal year 1999. The aggregate impact of the other
acquisitions in this period were not material to net sales, net income or
basic earnings per share.

Unaudited
Fiscal year ended
(in millions except share data) September 30, 2000

Net sales (pound) 1,113.3

Net income (pound) 9.8

Net income per share, basic 6.2p

1998 Acquisitions

In August 1998, the Company acquired the assets and liabilities of the
Aladdin Temp-Rite business operations in the United States, as well as
Aladdin Temp-Rite's Canadian and European subsidiaries (collectively
"Aladdin") for (pound)42.4 million, attributable to (pound)40.9 million in
cash, (pound)0.1 million in deferred consideration, (pound)1.0 million of
assumed debt and (pound)0.4 million in related costs. The deferred
consideration was paid in 1999.

In July 1998, C.P. Hart & Sons Limited was acquired by Magnet Limited, a
subsidiary of the Company for (pound)13.2 million, attributable to
(pound)12.6 million in cash, (pound)0.1 million in related costs and
(pound)0.5 million in deferred consideration. The deferred consideration
was subject to certain performance criteria that were not met and
therefore, the (pound)0.5 deferred consideration was offset to goodwill in
fiscal year ended September 30, 2000. Such acquisitions are presented in
the accompanying financials as a component of net assets of discontinued
operations.

Acquisitions for 1998, including those described above, aggregated
(pound)69.5 million in cash, deferred consideration, assumed debt and
related costs. The excess purchase prices over the fair value of the net
assets acquired of approximately (pound)52.5 million was allocated to
goodwill and are amortized on a straight line basis over 20 years.

F-11

3. DISCONTINUED OPERATIONS

In January 2001, the Company adopted a formal plan to sell the BCP
business. Accordingly, the BCP business is accounted for and presented as
discontinued operations in the accompanying consolidated financial
statements.

The assets and liabilities of the BCP business, which have been reflected
on a net basis on the consolidated balance sheets, are summarized as
follows (in millions):

September 30, October 2,
2000 1999

Current Assets (pound)88.5 (pound)80.7
Long-term Assets 40.4 41.2
----------- -----------
Total Assets 128.9 121.9

Current Liabilities 50.5 45.6
Long-term Liabilities 1.1 0.8
Other Comprehensive Income (9.9) (10.7)
----------- -----------
Total Liabilities and Other Comprehensive Income 41.7 35.7

Net Assets of Discontinued Operations (pound)87.2 (pound)86.2
=========== ===========

Summary statements of operations data for discontinued operations follows
(in millions):

September 30, October 2, September 26,
2000 1999 1998

Net Sales (pound) 275.7 (pound) 265.6 (pound) 250.5
Operating Profit 26.0 24.8 22.4
Income before income taxes 23.6 24.2 20.7
Income tax (benefit) provision 7.4 7.5 6.6
-------------- -------------- --------------
Net income from discontinued operations (pound) 16.2 (pound) 16.7 14.1
============== ============== ==============

4. INVENTORIES

Inventories consisted of the following (in millions):

September 30, October 2,
2000 1999

Finished goods (pound) 45.4 (pound) 52.1
Work-in-process 14.9 14.5
Raw materials 39.0 30.2
Land 8.7 11.1
--------------- --------------

(pound) 108.0 (pound) 107.9
=============== ==============

F-12

5. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net, consisted of assets owned and leased
under capital lease arrangements as follows (in millions):

September 30, October 2,
2000 1999
Owned:

Land, buildings and leasehold improvements (pound) 70.9 (pound) 61.8
Machinery, fixtures and equipment 139.8 116.3
Construction-in-progress 2.8 8.1
Accumulated depreciation and amortization (95.3) (77.0)
---------------- --------------

Owned, net 118.2 109.2
---------------- --------------

Leased:
Machinery, fixtures and equipment 2.4 2.9
Accumulated depreciation and amortization (1.0) (1.6)
---------------- --------------

Leased, net 1.4 1.3
---------------- --------------

Total property, plant and equipment, net (pound) 119.6 (pound) 110.5
================ ==============

6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities are comprised of the
following (in millions):

September 30, October 2,
2000 1999

Payroll and related costs (pound) 30.6 (pound) 24.0
Deferred consideration relating to acquisitions 0.4 17.9
Customer incentives 1.5 2.2
Other taxes 3.5 3.3
Acquistion fees payable - 5.4
Other current liabilities 70.8 84.4
------------- -------------
(pound) 106.8 (pound) 137.2
============= =============

7. SHORT-TERM DEBT

Short-term debt at September 30, 2000 and October 2, 1999 is comprised of
the following (in millions):

September 30, October 2,
2000 1999

Bank loans and overdrafts (pound) 6.3 (pound) 4.6
Other 0.0 0.5
----------- ------------
(pound) 6.3 (pound) 5.1
=========== ============

F-13

The weighted-average interest rate based on short-term debt outstanding
for the fiscal years ended September 30, 2000 and October 2, 1999 was
2.86% and 2.29%, respectively. The undrawn amounts available to the
Company under short-term lines of credit were (pound)12.8 million and
(pound)3.2 million at September 30, 2000 and October 2, 1999,
respectively. The Company's short-term debt and lines of credit are
unsecured.

8. LONG-TERM DEBT

Long-term debt consists of the following (in millions):

September 30, October 2,
2000 1999

Term loan (pound) 371.9 (pound) 362.4
Revolving multi-currency loan facility 64.5 43.1
CULS - 94.4
Other loans 18.8 18.5
Obligations under capital leases 1.2 1.9

456.4 520.3

Less: current portion (85.3) (74.5)
-------------- --------------
(pound) 371.1 (pound) 445.8
============== ==============

At September 30, 2000, the term loan and revolving multi-currency loan
facility related to syndicated bank loans of $550 million ((pound)372
million) and $300 million ((pound)203 million), respectively, each with a
five-year term which commenced in August 1999. The term loan, which was
fully drawn down at the balance sheet date, and the revolving
multi-currency loan facility which was partly drawn down, bear interest at
between 1.25% and 2.25% above the bank's base rate as periodically
determined by reference to certain agreed financial ratios. The weighted
average interest rate for the term loan and revolving multi-currency loan
facility for the applicable period during 2000 was 7.91%. The loans were
guaranteed by Enodis and its material subsidiaries and secured by the
shares of each of its U.S. subsidiaries. The term loan was subject to
principal repayments of $50 million ((pound)33.8 million) in the year to
September 30, 2000 and $125 million ((pound)84.5 million) in each of the
three subsequent years, with the balance due before maturity in August
2004. The undrawn amount available to the Company under the revolving
multi-currency loan facility was (pound)138.4 million at September 30,
2000. These agreements contained restrictive financial covenants
including, but not limited to, a maximum leverage ratio, minimum interest
cover ratio and net worth on a quarterly basis. The Company was in
compliance with those covenants as of September 30, 2000.

Subsequent to September 30, 2000 and prior to the issuance of these
financial statements, the Company entered into a new credit facility ("new
facility") agreement which provides for unsecured revolving loans in the
aggregate principal amount up to (pound)600 million. The proceeds of the
new facility were primarily used to repay the $550 million ((pound)372
million) term loan and $300 million ((pound)203 million) revolving
multi-currency loan facilities ("old facilities") referred to above. Loans
under the new facility bear interest, repayable at least semi-annually, at
a margin above the bank's base rate for the currency borrowed as
periodically determined by reference to certain agreed financial ratios.
The interest rate as of March 23, 2001 was 6.3%. The facility is
guaranteed by Enodis and its material subsidiaries. Principal repayments
are made at the final maturity date of the respective loan. Maturities
vary dependent on the terms of each loan. The facility agreement expires
March 12, 2006. Deferred costs relating to the old facilities of
approximately (pound)5 million were written off in March 2001.

F-14

The agreement governing the new facility contains restrictive covenants
that limit the Company's ability to incur indebtedness and to make
acquisitions and other investments. It also requires the maintenance of
specified financial covenants, including a minimum net worth amount, a
maximum leverage ratio, a minimum interest cover ratio and a minimum
guarantor cover ratio on a semi-annual basis. The Company was in
compliance with such covenants as of March 23, 2001. Reductions in
revenues, the timing of planned real property sales, or a failure to
achieve cost reductions may make it difficult for the Company to meet
these financial covenants in the future. A failure to meet the financial
covenants, if not waived or resolved through negotiation with the lenders,
or a change in control of the Company, would entitle the lenders to
accelerate the maturity of the new facility.

On January 14, 2000, Enodis issued a notice to redeem at par value all
Convertible Unsecured Loan Stock due 2015 ("CULS") in issue on February
14, 2000. Between January 14, 2000 and February 14, 2000, holders of CULS
with a nominal value of (pound)93,348,044, converted their securities into
38,100,937 ordinary shares in Enodis. This conversion increased the number
of ordinary shares of Enodis in issue to 249,683,391. The remaining CULS
in issue, with a nominal value of (pound)1,066,335, were redeemed for cash
at par value on February 26, 2000 together with accrued interest of
(pound)21,753 gross.

Prior to redemption, the CULS bore interest at 5% per annum, payable in
equal half-yearly installments (net of the deduction of income tax at the
basic rate) on March 31 and September 30. The CULS were convertible to
ordinary shares at the rate of 40.816 ordinary shares for every (pound)100
of CULS, at the option of the CULS holder.

During fiscal 1999, 136,009,136 units of CULS were converted to 55,513,488
ordinary shares of Enodis. The balance of the CULS were either converted
on February 14, 2000 or redeemed on February 26, 2000.

Other loans consist primarily of (pound)3.1 million of Senior Notes in
2000 (1999: (pound)1.3 million) and (pound)15.7 million of Industrial
Revenue Bonds (1999: (pound)14.3 million). The Industrial Revenue Bonds
are at favorable rates of interest, set periodically by reference to
market movements. These bonds incurred rates of interest between 5.7% and
6.8% during the year. The Industrial Revenue Bonds are secured by certain
properties of the Company.

The following is a summary of the aggregate maturities of long-term debt
existing at September 30, 2000 (in millions):

2001 (pound) 84.6
2002 84.9
2003 84.6
2004 188.0
2005 0.8
Thereafter 12.3
--------------
Total (pound) 455.2
==============

F-15

In addition, under the old facilities, the Company was required to make
prepayments on the loans of 50% of the cash flow above specified leverage
ratios and 100% of any net asset sale proceeds, as defined in the Credit
and Guaranty Agreement, in excess of $50.0 million ((pound)33.8 million).
Under the new facility agreement, the Company is required to make
prepayments on the loan upon the disposition of the business, subject to a
maximum of (pound)100 million, or a change in control of the business.

The following is a schedule of future minimum lease payments under capital
leases together with the present value of the minimum lease payments at
September 30, 2000 (in millions):

2001 (pound) 0.7
2002 0.5
2003 0.1
2004 0.1
-----------
Minimum lease payments 1.4

Less: amount of finance charges (0.2)
-----------
Present value of minimum lease payments (pound) 1.2
===========

9. COMMITMENTS AND CONTINGENCIES

Commitments - The Company leases certain of its offices, buildings, plant
and equipment in some instances for periods in excess of 20 years with
various renewal options. Rental expense under operating leases related to
continuing businesses was (pound)7.5 million in fiscal year 2000,
(pound)4.0 million in fiscal year 1999 and (pound)2.1 million in fiscal
year 1998.

Future minimum lease commitments under noncancelable operating leases with
initial lease terms greater than one year at September 30, 2000 were as
follows (in millions):

Continuing
Operations
------------
2001 (pound) 9.5
2002 2.2
2003 3.8
2004 2.7
2005 2.3
Thereafter 11.8
------------
Total (pound) 32.3
============

Minimum lease commitments for the fiscal year 2001 under noncancelable
operating leases relating to discontinued operations of (pound)20.5
million are not included in the amounts above. If the operations are sold
prior to September 30, 2001, this amount would be reduced accordingly.

Outstanding contracts to purchase fixed assets were approximately
(pound)2.2 million and (pound)8.0 million in fiscal years 2000 and 1999,
respectively.

F-16

Litigation - Various lawsuits and claims arising in the ordinary course of
business are pending against the Company. The Company is vigorously
contesting or pursuing, as applicable, several lawsuits and claims where
it believes that its positions are sustainable. The Company has recorded
accruals for losses it considers to be probable and reasonably estimable.
However, due to the uncertainties involved in litigation, there are cases,
including the significant matters noted below, in which the outcome is not
reasonably predictable, and the losses, if any, are not reasonably
estimable. If such lawsuits and claims were to be determined in a manner
adverse to the Company, and in amounts in excess of the Company's
accruals, it is reasonably possible that such determinations could have a
material effect on the Company's net income in a given reporting period.
The term "reasonably possible" is used herein to mean that the chance of a
future transaction or event occurring is more than remote but less than
likely. However, based upon management's current assessments of these
lawsuits and claims and that provided by counsel in such matters, and the
capital resources available to the Company, management of the Company
believes that the ultimate resolution of these lawsuits and claims would
not exceed, by a material amount, the aggregate of the amounts accrued in
respect of such lawsuits and, therefore, should not have a material effect
on the Company's liquidity, financial condition or results of operations.

Bomar Related Cases - In 1996 Bomar Resources Holdings Inc. ("BRHI"),
among others, brought an action against Enodis in the U.S. Federal
District Court for the Southern District of New York for indemnification
against various third party claims which the Company was found liable for
in September 1999. Enodis granted the indemnity in connection with the
1988 sale of a former subsidiary, Bomar Resources Inc. ("Bomar"), to
BRHI's predecessors. The Company's application to set aside the verdict
against it was denied in July 2000, and judgment was entered against the
Company in August 2000, for $1.8 million ((pound)1.2 million) plus
interest, approximately (pound)1.0 million ((pound)0.7 million) as of
March 23, 2001, as well as 50% of BRHI's future costs and damages which
may result from a separate action in New York federal court against Bomar
brought by International Mineral and Resources, S.A. ("the IMR action"),
concerning Bomar's interference with IMR's contract to purchase a shipping
vessel in 1987. IMR has moved to intervene and amend the judgment, to
direct that payments be made to IMR, which the Company has opposed.

On November 27, 2000, the district court denied IMR's motion in all
respects, thus retaining (subject to appeal) the provision of the judgment
limiting the Company's liability to 50% of what BRHI pays IMR. In
addition, the Company has filed notice of its intention to appeal the
judgment and BRHI and Bomar have filed a cross-appeal challenging among
other things, the provision of the judgment described above.

Separately, in October 1999, judgment was entered against Bomar and other
defendants in the IMR action, holding Bomar liable to IMR for the
principal amount of $24.5 million, plus interest from 1988. This amount
was subsequently reduced to approximately $19.8 million ((pound)13.4
million) of principal plus interest, which is approximately $24.4 million
((pound)16.5 million) as of March 23, 2001. In January 2000, IMR and a
related entity commenced proceedings against Enodis, BRHI, and others in
New York State court ("the state court action"). In the state court
action, plaintiffs assert claims against Enodis arising from the indemnity
under which it was held liable for BRHI's damages in the District Court
action. Despite the finding of 50% liability in that case, plaintiffs seek
to recover from Enodis the entire judgment rendered against Bomar in the
IMR action. In addition, plaintiffs assert causes of action against Enodis
for fraudulent conveyance based on New York's Debtor and Creditor Law. As
to these claims, plaintiffs allege that while Bomar was defendant in the
IMR action, it conveyed $30 million ((pound)20.2 million) to Enodis
without fair consideration. Plaintiffs seek to recover the sum of the
alleged fraudulent conveyance from Enodis to partially satisfy the
judgment against Bomar in the IMR action.

F-17

In December 2000, the court granted Enodis' motion to dismiss the
fraudulent conveyance claims and stayed the remainder of the action
pending determination of the various appeals in the related actions
described herein. IMR has since filed to appeal the dismissal.

The Company has been informed that Bomar and BRHI have entered into a
settlement with IMR. In connection with that settlement, BRHI has
reportedly consented to the entry of a judgment against it and in favor of
IMR in the state court action in the total amount of $44.4 million.

Due to the uncertainty of the results from the appeals in the BRHI action
and the further proceedings in the state court action, it is not possible
at this time to predict the outcome of these appeals. If the resolution of
such legal actions is not found in favor of Enodis, the Company's current
exposure regarding the legal actions could range from $21.6 million to
$24.0 million, plus interest accruing from 1988.

Consolidated Related Cases - In January 1999, William L. Hall commenced
proceedings against Enodis, formerly known as Welbilt Corporation and
Welbilt Holding Company in the U.S. Federal District Court for the
Northern District of Indiana claiming common law fraud, violation of the
federal and Indiana securities laws, constructive fraud and breach of
contract arising from the sale of the stock of Consolidated Industries
Corp. ("Consolidated") by Enodis to Mr. Hall in January 1998 under a stock
purchase agreement dated January 6, 1998. Enodis asserted counterclaims
for breach of contract and declaratory relief that Enodis is relieved of
any future obligations it may have under the stock purchase agreement. Mr.
Hall claimed an unspecified amount of actual damages, but asserted that
his damages include the purchase price for Consolidated of $7.0 million
((pound)4.7 million). On March 1, 2000, Enodis moved for summary judgment
dismissing all of Mr. Hall's claims and the court granted summary judgment
in Enodis's favor on May 8, 2000. Mr. Hall filed a timely appeal from the
judgment dismissing his case, but later agreed to its dismissal with
prejudice. Accordingly, the judgment dismissing Hall's claims is now final
and no longer subject to appeal. Mr. Hall is therefore forever barred from
asserting these claims at any time in the future.

In May 1999, Consolidated, then a debtor in bankruptcy, but under the
control of Mr. Hall, its CEO and sole shareholder, commenced proceedings
against Enodis in the U.S. Bankruptcy Court for the Northern District of
Indiana alleging that fraudulent transfers had occurred from Consolidated
to Enodis, that Enodis had acted in breach of its fiduciary duty to
Consolidated and that Enodis was the "alter ego" of Consolidated and is
therefore liable for all of Consolidated's debts. Consolidated's
bankruptcy trustee is still pursuing these claims against Enodis.
Consolidated is a defendant in a certified class action in California,
which claims that certain "N-Ox rod furnaces" manufactured by it were
defective. The class action is scheduled for trial in July 2001. Enodis is
not party to that action. In December 2000, however, Enodis was sued in
California state court in a putitive class action lawsuit involving
Consolidated furnaces that did not contain the "N-Ox rods". Plaintiffs
claim that Enodis is liable based on the same alter ego theory asserted by
Consolidated in the Indiana litigation.

Consolidated was a defendant in a putitive class action which commenced in
December 1997 in Indiana state court seeking damages against Consolidated
on behalf of the class for manufacturing and selling allegedly defective
furnaces. By operation of bankruptcy law and procedure, the Indiana case
was moved from the state court to the bankruptcy court. An attempt by the
plaintiffs in that action to assert a claim against Enodis on the alter
ego theory was denied without prejudice by the bankruptcy court on
procedural grounds. The bankruptcy court administratively dismissed the
case and ordered that plaintiffs pursue their claims against Consolidated
through the bankruptcy claims procedure.

The Trane Company ("Trane"), a division of American Standard Inc., one of
several distributors of furnaces manufactured by Consolidated, had
threatened to commence an action against Enodis seeking

F-18

to hold it liable for Consolidated's obligations to Trane on the same
alter ego theory posited by Consolidated. In March 2000, Enodis filed an
action against Trane in Delaware Chancery Court for a declaratory judgment
and injunctive relief concerning the alter ego theory. On February 29,
2000, Trane commenced an action in Texas state court involving the same
issues and the same parties. The Texas court is currently considering the
Company's to the court's jurisdiction and assertion that the claims should
be heard in Delaware, where Welbilt, Welbilt Holding Company and American
Standard Inc. are incorporated. The Delaware court temporarily stayed the
Delaware case to allow the Texas court time to decide the jurisdictional
question. In March 2001, Amana Company, L.P. filed a motion in the Texas
case to intervene as a plaintiff. Amana Company alleges that it is the
successor to Amana Refrigeration, Inc. (a distributor of furnaces
manufactured by Consolidated) and is a Delaware limited partnership.

10. EMPLOYEE BENEFIT PLANS

Defined Benefit Plans - The Company sponsors defined benefit pension plans
for certain employees. Generally, benefits are based on a formula
recognizing length of service and final average earnings.

The majority of the Company's full time United Kingdom employees as at
September 30, 2000 are members of defined benefit arrangements with assets
held in separate trustee administered funds. The pension plans relating to
Enodis were terminated in fiscal year 1999 with the approval of the
appropriate regulatory authorities and all of the liabilities to
participants and beneficiaries have been settled.

The pension assets in the United States acquired as part of the Scotsman
acquisition are invested in institutional mutual funds which contain both
equities and fixed investments. The Company complies with funding
requirements under the Employee Retirement Income Security Act of 1974.
Also, several of the other non-U.S. subsidiaries acquired as part of the
Scotsman acquisition sponsor defined benefit plans. These plans are funded
in compliance with local requirements, if any. Effective December 31,
1999, all of the U.S. qualified defined benefit plans were merged into a
single plan, the Consolidated Pension Plan for Scotsman Industries, Inc.
Benefits under the plan were frozen for all salaried employees and certain
hourly employees. In addition, all of the U.S. 401(k) plans were merged
into the Welbilt 401(k) plan effective December 31, 1999.

F-19

Information for the Company's major defined benefit plans and
post-retirement medical plans is as follows (in millions):

Post-retirement
Pension Plans Medical Plans
------------------------------------------------------------ ------------------------------
2000 1999 2000 1999
------------------------------ ---------------------------- --------------- ------------
U.S. Non-U.S. U.S. Non-U.S. U.S. U.S.
Change in benefit obligation:

Benefit obligation, beginning
of year (pound) 34.5 (pound) 65.7 (pound) 7.8 (pound) 63.2 (pound) 4.0 (pound) -
Service cost 0.6 0.6 0.2 0.4 0.1 -
Interest cost 2.3 4.0 0.3 3.6 0.2 0.1
Newly acquired group - 3.4 35.3 3.9 - -
Plan amendment - - - - (0.3) -
Curtailment (4.1) - - - (0.5) -
Plan participants' contributions - - - - - 4.3
Net actuarial loss (gain) - 1.0 - (2.2) (0.1) (0.3)
Benefits paid (1.6) (6.1) (9.1) (3.2) (0.2) (0.1)
Foreign exchange 3.5 - - - 0.5 -
-------------- ------------- ------------- ------------- -------------- ------------

Benefit obligation, end of year (pound) 35.2 (pound) 68.6 (pound) 34.5 (pound) 65.7 (pound) 3.7 (pound) 4.0
-------------- ------------- ------------- ------------- -------------- -------------
Change in plan assets:
Fair value of plan assets,
beginning of year (pound) 33.4 (pound) 88.4 (pound) 10.0 (pound) 78.9 (pound) - (pound) -
Actual return on plan assets 4.3 11.6 (0.5) 12.7 - -
Newly acquired group - 2.4 31.8 - - -
Employer contributions 0.5 0.1 1.2 - 0.2 0.1
Plan participants' contributions - - - - - -
Benefits paid (1.6) (6.1) (9.1) (3.2) (0.2) (0.1)
Foreign exchange 3.8 - - - - -
-------------- ------------- ------------- ------------- -------------- ------------
Fair value of plan assets,
end of year (pound) 40.4 (pound) 96.4 (pound) 33.4 (pound) 88.4 (pound) - (pound) -
-------------- ------------- ------------- ------------- -------------- -------------

Funded status (pound) 5.2 (pound) 27.8 (pound) (1.1) (pound) 22.7 (pound) (3.7) (pound)(4.0)
Unrecognized prior year service - - - - (0.3) -
Unrecognized transition asset - (5.8) - (7.3) - -
Unrecognized net actuarial
(gain) loss - (0.4) 1.3 1.9 (0.4) (0.3)
-------------- ------------- ------------- ------------- -------------- ------------
Prepaid (accrued) pension cost (pound) 5.2 (pound) 21.6 (pound) 0.2 (pound) 17.3 (pound) (4.4) (pound)(4.3)
============== ============= ============= ============= ============== =============

Amounts recognized in the
statement of financial position
consist of:

Prepaid benefit cost (pound) 10.0 (pound) 25.7 (pound) 4.7 (pound) 21.3 (pound) - (pound) -
Accrued benefit liability (4.8) (4.1) (4.5) (4.0) (4.4) (4.3)
Intangible asset - - - - - -
Accumulated other comprehensive
income - - - 0.0 - -
- - - - - -
-------------- ------------- ------------- ------------- -------------- -------------
Net amount recognized (pound) 5.2 (pound) 21.6 (pound) 0.2 (pound) 17.3 (pound) (4.4) (pound)(4.3)
============== ============= ============= ============= ============== =============

F-20

Pension Benefits
2000 1999 1998
------------------------- ------------------------ ------------------------
U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S.

Components of net periodic benefit cost:

Service cost (pound) 0.6 (pound) 0.6 (pound) 0.2 (pound) 0.4 (pound) - (pound)0.3
Interest cost 2.3 3.9 0.3 3.5 0.6 3.9
Expected return on plan assets (3.2) (7.3) (0.4) (6.1) (0.9) (6.5)
Net amortization of transition
obligation - (1.5) - (1.5) - (1.5)
Recognized net actuarial loss - - - - - -
Settlement credit - - (0.6) - - -
------------- ----------- ------------ ---------- ------------ ----------
Net periodic pension cost (pound) (0.3)(pound)(4.3) (pound) (0.5)(pound)(3.7) (pound) (0.3)(pound)(3.8)
============= =========== ============ ========== ============ ==========

Weighted average assumptions
Discount rate 6.8% 6.1% 6.8% 5.9% 7.5% 7.6%
Expected return on assets 8.5% 8.1% 8.0% 7.9% 9.0% 9.6%
Rate of compensation increase n/a 4.5% 4.0% 4.0% n/a 4.7%

Post-Retirement
Medical Plan
-------------------------
2000 1999
-------------------------
U.S. U.S.
Components of net periodic benefit cost:

Service cost (pound)0.1 (pound)0.1
Interest cost 0.2 -
Expected return on plan assets - -
----------- -----------

Net periodic pension cost (pound) 0.3 (pound) 0.1
=========== ===========

Weighted average assumptions
Discount rate 7.5% 7.5%
Expected return on assets n/a n/a
Rate of compensation n/a n/a

There were no post-retirement medical plans prior to the Scotsman
acquisition in 1999.

The projected benefit obligation, accumulated benefit obligation and fair
value of plan assets for pension plans with accumulated benefit
obligations in excess of plan assets were (in millions) (pound)15.2,
(pound)13.4, and (pound)2.5, respectively, as of September 30, 2000 and
(pound)21.3, (pound)19.9 and (pound)6.7, respectively, as of October 2,
1999.

Defined Contribution Plan - The Company also sponsors defined contribution
pension plans. Participation in one of these plans is available to
substantially all U.S. employees. Company contributions to these plans are
based on either a percentage of employee contributions or a specified
amount depending on the provisions of the plan. Total costs incurred under
the plans were (in millions), (pound)3.1, (pound)3.8 and (pound)3.8 for
fiscal years 2000, 1999 and 1998, respectively.

F-21

Other Postretirement Benefits - The Company maintains plans that provide
certain healthcare benefits to certain employees retiring from the Company
on or after attaining a certain age and who have rendered at least 10
years of service to the Company. These plans are unfunded. The Company
reserves the right to change or terminate the benefits at any time.

For measurement purposes, a 7.2% and 6.3% gross health care trend rate was
used at year-end 2000 pre-65 and post-65, respectively. Trend rates were
assumed to decrease gradually to 5.0% in 2005 and remain at this level
beyond.

Assumed health care cost trend rates have a significant effect on the
amounts reported for the post-retirement medical plans. A one percentage
point change in assumed health care cost trend rates would have the
following effects on fiscal year 1999 expense and year-end liabilities (in
millions):

One- One-
Percent Percent
Increase Decrease

Effect on total of service and interest cost components (pound) - (pound) -
Effect on post-retirement benefit obligation (pound) 0.3 (pound)(0.3)

11. FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair
market value of each class of financial instrument for which it is
practicable to estimate that value:

Cash and Cash Equivalents - Cash equivalents consist principally of
investments in short-term, interest-bearing instruments. The carrying
amount approximates fair market value.

Trade Accounts Receivable and Payable - The carrying amount of the
Company's trade accounts receivable and payable approximate market value.

Short-Term and Long-Term Debt - The carrying amount of most of the
Company's long-term debt and the Company's short-term debt approximates
market value since rates on those debt agreements are variable and are set
periodically based on current rates during the year. The fair market value
of the Company's long-term debt with fixed interest rates is estimated
based on quoted market prices for the same or similar issues or on current
rates offered to the Company for debt of the same remaining maturities.

Fair Values of Financial Assets and Liabilities - The fair value of the
CULS as of September 30, 2000 is (pound)0.0 million (October 2, 1999:
(pound)116.8 million) determined using market values.

At September 30, 2000 and October 2, 1999, the Company had foreign
currency forward contracts maturing at various dates to sell (pound)29.1
million and (pound)12.7 million in foreign currency, respectively. The
fair value of the forward contracts is the amount that the Company would
receive or pay to terminate the contracts. In order to terminate these
agreements, the Company would have incurred a gain of (pound)0.1 million
and a loss of (pound)0.3 million at September 30, 2000 and October 2,
1999, respectively.

During the fiscal year 2000, the Company entered into interest rate swap,
forward rate and collar agreements to manage its exposure to interest rate
changes on long-term debt.

F-22

The interest rate swaps involve the exchange of variable interest rate
payments for fixed, without exchanging the notional principal amount. At
September 30, 2000, the Company had outstanding interest rate swap
agreements denominated in USD, maturing on November 29, 2002 with an
aggregate notional amount of $100 million ((pound)67.6 million). Under
these agreements, the Company receives interest at floating rates based on
Three Month LIBOR which approximated 6.75% at September 30, 2000 and pays
fixed interest at 6.295% . The Company enters into forward rate agreements
(FRAs) with three month terms. At September 30, 2000, the Company had
outstanding FRAs denominated in USD, maturing on various dates from
February 2001 through November 2002, with aggregate notional amounts of
$760 million ((pound)514 million), and interest rates ranging from 6.575%
to 7.545%.

The Company held an interest rate collar agreement at September 30, 2000,
expiring on November 29, 2001 to hedge $100 million ((pound)67.6 million)
of its long-term variable debt. The floor rate under the contract is
5.61%, and the cap rate under the contract is 7.15% . The unrealized loss
on the agreement was immaterial as of September 30, 2000.

The fair value of such contracts is estimated based on quoted market
prices of the same or similar issues available. Unrealized losses on such
agreements were (pound)0.2 million as of September 30, 2000. The notional
amount is used to measure the volume of these contracts and does not
represent exposure to credit loss. The Company is subject to credit risk
in the event of a default by a counterparty. The company mitigates this
risk by using major financial institutions with high credit ratings.

12. INCOME TAXES

The components of the consolidated net deferred tax assets and liabilities
as of September 30, 2000 and October 2, 1999 were as follows (in
millions):

September 30, October 2,
2000 1999

Gross deferred tax assets:

Warranty (pound) 8.2 (pound) 5.8
Insurance 3.2 0.0
Receivable allowances 1.9 0.7
Inventory reserves 2.2 0.3
Net operating loss carryforwards 83.1 108.6
Other 22.1 31.1
------------- -------------
Total gross deferred tax assets 120.7 146.5
Valuation allowance (14.9) (29.6)
------------- -------------
Total gross deferred tax assets (pound) 105.8 (pound) 116.9
============= =============
Gross deferred tax liabilities:
Property, plant and equipment depreciation (pound) 6.7 (pound) 6.1
Pension accrual 7.9 4.8
Other 1.7 2.0
------------- -------------
Total gross deferred tax liabilities (pound) 16.3 (pound) 12.9
============= =============

F-23

The Company does not expect to generate sufficient income to realize the
benefit of the approximately (pound)45 million of losses in the United
Kingdom and therefore, a full valuation allowance has been made against
them. In addition, the Company has a surplus of Advance Corporation Tax
("ACT") of (pound)11.5 million that is not expected to be realized, and
has been fully reserved.

The provision for income taxes consisted of the following (in millions):

Fiscal Years Ended
-------------------------------------------------
September 30, October 2, September 26,
2000 1999 1998
Current:

United Kingdom (pound) 3.3 (pound) - (pound) -
Foreign 10.9 5.9 3.5
------------- ----------- -----------

Total current 14.2 5.9 3.5

Deferred:
United Kingdom 8.6 (1.2) 0.4
Foreign 11.0 17.0 16.4
------------- ----------- -----------

Total deferred 19.6 15.8 16.8
------------- ----------- -----------

Provision for income taxes (pound) 33.8 (pound)21.7 (pound)20.3
============= =========== ===========

The differences between the Company's effective tax rates and the
statutory income tax rates were as follows:

Fiscal Years Ended
-------------------------------------------------
September 30, October 2, September 26,
2000 1999 1998

Statutory income tax rate 30.0 % 30.0 % 31.0 %
Increase in rate resulting from:
Share options 1.9 % - -
Non deductible goodwill amortization 27.2 % 20.0 % 23.7 %
Losses not recognized in deferred tax asset - 5.6 % 25.4 %
Pension related 5.6 % - -
Foreign tax effect 5.7 % 5.9 % 7.3 %
Other, net 7.8 % 5.7 % 2.8 %
------ ------ ------

Effective tax rate 78.2 % 67.2 % 90.2 %
====== ====== ======

The Company has approximately (pound)246.2 million (1999: (pound)304.7
million) of losses available for offset against future profits, comprising
(pound)51.2 million (1999: (pound)76.7 million) in the United Kingdom and
(pound)195.0 million (1999: (pound)228.0 million) in the U.S. The benefits
generated from losses in the United States expire in fiscal 2006.

F-24

13. SHARE-BASED COMPENSATION PLANS

The Company has long-term incentive programs which provide for granting
employees options to purchase Enodis's ordinary shares. Under the
programs, options are exercisable at a rate set by the Board of Directors
of Enodis. An option may not be exercisable after more than 10 years and
one day from the date of the grant.

The individual schemes which comprise the Company's long-term incentive
programs are as follows: the Sharesave Scheme (1984), Sharesave Scheme
(1992), the Executive Scheme (1984) and the Executive Scheme (1995).
Options granted under the Company's Executive Scheme (1995) are subject to
certain performance criteria. Performance conditions are designed to make
options exercisable only if there has been a significant and sustained
improvement in the financial performance of the Company. The current
performance criteria as described in the Executive Scheme (1995) provides
that options are not exercisable until the third anniversary from the date
of grant and unless the earnings per share of the Company has exceeded the
Retail Price Index by percentages stipulated within the Executive Scheme
(1995). The Company applies the intrinsic value method of accounting for
its share options, as permitted under SFAS No. 123. As a result, no
compensation cost has been recognized with respect to the Company's share
compensation plans except for the Executive Scheme (1995). The
compensation expense in connection with this long-term incentive program
was (pound)2.8 million in 2000. No further options can be granted under
the Sharesave Scheme (1984) and the Executive Scheme (1984). Had
compensation cost for these plans been determined consistent with SFAS No.
123, the Company's net income and earnings per share would have been
reduced to the pro forma amounts detailed below.

These amounts have been calculated using the Black-Scholes option pricing
model and the following assumptions:

Fiscal Years Ended
-----------------------------------------
September 30, October 2, September 26,
2000 1999 1998

Dividend yield 2.0% 2.1% 1.4%
Volatility 38.0% 40.0% 39.0%
Risk-free interest rate 6.6% 6.7% 6.3%
Expected life in years 3.7 4.6 4.5
Net income ((pound) in millions)
As reported 25.3 27.3 16.3
Pro forma 22.3 27.1 16.1

Basic earnings per ordinary share:
As reported 10.8p 17.4p 10.8p
Pro forma 9.0p 17.4p 10.8p

Diluted earnings per ordinary share:
As reported 10.1p 14.3p 10.6p
Pro forma 8.9p 14.3p 10.6p

F-25

A summary of the status of the Company's four share option plans at September
30, 2000, October 2, 1999 and September 26, 1998 and changes during the fiscal
years then ended is presented in the following table:

Sharesave scheme Sharesave scheme Executive scheme Executive scheme
(1984) (1992) (1984) (1995)
Weighted Weighted Weighted Weighted
Average Average Average Average
Exercise Exercise Exercise Exercise
Options Price Options Price Options Price Options Price

Outstanding at

September 27, 1997 57,084 (pound)0.57 2,008,580 (pound)1.33 2,759,032 (pound)0.84 2,219,450 (pound)1.84
Granted -- -- 486,146 2.03 -- -- -- --
Exercised (57,084) 0.57 (8,191) 1.50 (320,279) 1.00 (15,000) 1.44
Forfeited -- -- (265,936) 1.31 -- -- (140,000) 1.44
--------- --------- ----------- ------- ----------- ------- ----------- -------
Outstanding at
September 26, 1998 -- -- 2,220,599 1.48 2,438,753 0.82 2,064,450 1.87
Granted -- -- 611,729 1.93 -- -- 1,362,737 2.40
Exercised -- -- (417,553) 1.51 (2,259,894) 0.78 (175,387) 1.98
Forfeited -- -- (263,217) 1.67 -- -- (829,404) 2.13
--------- --------- ----------- ------- ----------- ------- ----------- -------
Outstanding at
October 2, 1999 2,151,558 1.58 178,859 1.34 2,422,396 2.05
Granted -- -- 650,452 2.59 -- -- 916,074 3.21
Exercised -- -- (218,932) 1.26 (61,989) 0.95 (140,000) 1.52
Forfeited -- -- (241,430) 1.77 -- -- (195,000) 1.78
--------- --------- ----------- ------- ----------- ------- ----------- -------
Outstanding at
September 30, 2000 -- -- 2,341,648 116,870 1.55 3,003,470 2.45
========= ========= =========== ======= =========== ======= =========== =======
Exercisable at
end of period -- (pound) -- 117,480 (pound)1.39 116,870 (pound)1.55 794,659 (pound)1.65

The following table summarizes information about stock options outstanding at
September 30, 2000:

Options Outstanding Options Exercisable
------------------------------------------------------------ ----------------------------
Weighted
Average Weighted Weighted
Range of Remaining Average Average
Exercise Contractual Exercise Exercise
Prices Options Life (Years) Price Options Price

(pound).61 to (pound)3.22 5,461,988 6.10 (pound)2.18 1,029,009 (pound)1.61

F-26

The maximum aggregate number of shares over which options may currently be
granted under the three schemes cannot exceed 10% of the issued share
capital of the Company on the date of the grant.

1,337,341 ordinary shares of Enodis (1999: 1,659,827) are held in an
independently managed Executive Share Option Plan ("EXSOP trust"). The
EXSOP trust was established in 1994 when Mourant & Co. were appointed as
trustees to purchase shares in Enodis to meet some of the future
obligations under employee option schemes. Shares are distributed to
employees upon exercise of options held by them and payment by them of the
exercise price. The Company finances the EXSOP trust by way of an
interest-free loan of (pound)2.4 million. (1999: (pound)3.1 million). The
EXSOP trust has waived the right to receive dividends on all shares held.
Costs are borne by Enodis and written off in the period in which they are
incurred. At September 30, 2000, the cost of the shares was less than the
market value. The market value of the shares held by the EXSOP trust at
September 30, 2000 was (pound)2.6 million.

Options to purchase the shares, at cost to the EXSOP trust, have been
granted to certain Directors and employees. At September 30, 2000, there
were 1,305,491 options outstanding. During fiscal year 2000, no shares
were granted; 322,486 shares were exercised at an average price of $1.71;
and 31,850 shares were forfeited at a weighted average exercise price of
(pound)2.07. As of September 30, 2000, 793,369 shares are exercisable.

14. BUSINESS SEGMENT INFORMATION

The Company's principal business is the manufacture and sale of commercial
food equipment.

The Company's primary measure of segment profit or loss is operating
earnings, which is defined by the Company as earnings before interest and
taxes. The segment disclosures are generally on a basis consistent with
the accounting policies described in Note 1. Intersegment transfers of
inventory are recorded at variable cost, plus a markup. Subsequent to year
end, the Board of Directors approved a formal plan to sell the operations
of the business and consumer products segment. Information on the two
remaining segments as of September 30, 2000, as well as the geographical
analysis is as follows (in millions):

Fiscal Years Ended
-----------------------------------------------------
September 30, October 2, September 26,
2000 1999 1998
Net Sales:

Food equipment (pound) 884.5 (pound) 489.7 (pound) 332.9
Other 19.9 1.0 3.0
------------- -------------- -------------

Total (pound) 904.4 (pound) 490.7 (pound) 335.9
============= ============== =============

Depreciation and Amortization:
Food equipment (pound) 55.2 (pound) 30.4 (pound) 20.8

Operating Profit:
Food equipment (pound) 69.6 (pound) 42.9 (pound) 28.2
Other 8.0 0.2 0.4
------------- -------------- -------------

Total (pound) 77.6 (pound) 43.1 (pound) 28.6
============= ============== =============

F-27

September 30, October 2,
2000 1999
Segment Assets:

Food equipment (pound) 1,159.7 (pound) 1,123.5
Investment in Operations to be sold 87.2 86.2
Other 67.3 72.2
--------------- ---------------
Total (pound) 1,314.2 (pound) 1,281.9
=============== ===============

Expenditure for Additions to Fixed Assets:
Food equipment (pound) 19.8 (pound) 18.9
Other 0.8 1.9
--------------- ---------------
Total (pound) 20.6 (pound) 20.8
=============== ===============

Net Sales to External Customers Fixed Assets
--------------------------------------------- -------------------------------
Fiscal Years Ended
Geographic September 30, October 2, September 26, September 30, October 2,
Information 2000 1999 1998 2000 1999

North America (pound) 598.2 (pound) 333.3 (pound) 245.5 (pound) 96.4 (pound) 87.2
United Kingdom 86.5 37.1 12.8 5.2 3.2
Rest of Europe 98.4 71.2 49.7 10.5 11.0
Rest of world 121.3 49.1 27.9 7.5 9.1
------------- ------------- ------------- ------------ ---------------
Total (pound) 904.4 (pound) 490.7 (pound) 335.9 (pound)119.6 (pound) 110.5
============= ============= ============= ============ ===============

Net sales are attributed to a country according to the location of the
customer. The Company currently has no single external customer which
accounts for 10 percent or more of its revenue. Fixed assets exclude
intangibles.

F-28

15. EARNINGS PER SHARE DISCLOSURE

The following table reconciles the components of basic and diluted
earnings per ordinary share (in millions):

Fiscal Years Ended
---------------------------------------------------------------------
September 30, October 2, September 26,
2000 1999 1998
(pound) Shares (pound) Shares (pound) Shares

Basic earnings attributable to

ordinary shares 25.3 234.0 27.3 157.1 16.3 151.5

Effect of diluted securities -
Employee share options - 1.5 - 2.1 - 2.2
Sharesave options - 0.9 - 0.8 - 0.7
CULS 0.1 14.3 8.4 89.4 - (*)
---- ----- ---- ----- ----- -----

Diluted earnings attributable to
ordinary shares 25.4 250.7 35.7 249.4 16.3 154.4
===== ====== ===== ====== ===== =====

(*) antidilutive

16. SUBSEQUENT EVENTS

On November 9, 2000, the Company acquired Jackson MSC Inc., a U.S.
manufacturer of dishwashers as well as the E-Flow(R) oven product line for
cash of approximately (pound)43.0 million. The acquisitions will be
accounted for as a purchase in fiscal year 2001. Unaudited pro forma
information related to these acquisitions is not included as the impact is
not deemed to be material.

******

F-29

Enodis plc and Subsidiaries
Schedule II - Valuation and Qualifying Accounts and Reserves For the fiscal
years ended September 26, 1998, October 2, 1999, and September 30, 2000
(in millions)

Amount

Period ended September 26, 1998:
Allowance for doubtful accounts and sales returns.. (pound)4.0
Inventory reserves ................................ 8.1
Warranty accruals ................................. 13.5

Period ended October 2, 1999:
Allowance for doubtful accounts and sales returns.. 8.1(1)
Inventory reserves ................................ 16.0(1)
Warranty accruals ................................. 17.1(1)

Period ended September 30, 2000:
Allowance for doubtful accounts and sales returns.. 8.3
Inventory reserves ................................ 16.0
Warranty accruals ................................. 29.8(2)

(1) Increase due primarily to acquisitions during the period
(2) Increase due primarily to foreign exchange rates in the US operations

F-30

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F and that it has duly caused and authorized the undersigned to sign
this annual report on its behalf.

ENODIS PLC

April 10, 2000 By: /s/ Andrew J. Allner
Andrew J. Allner
Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description of Document
----------- -----------------------

1.1 Certificate of Incorporation, as amended, and Memorandum of
Association of the Registrant, as amended.*

1.2 Articles of Association of the Registrant, as amended.*

4.1 The Registrant's Executive Share Option Scheme (1984).*

4.2 The Registrant's Executive Share Option Scheme (1993).*

4.3 The Registrant's Executive Share Option Scheme (1995).*

4.4 Service Contract between Enodis Corporation and Andrew F. Roake
dated December 9, 1997.*

4.5 Service Contract between the Registrant and Andrew Allner dated
October 20, 2000, as amended.

4.7 Credit and Guaranty Agreement dated as of August 13, 1999 among the
registrant, Barclays Bank PLC, National Westminster Bank Plc and
others.*

4.8 Form of Deposit Agreement among the Registrant, The Bank of New
York, as Depositary, and all owners and holders from time to time
of ADRs issued thereunder, including the form of ADR.*

4.9 Amendment dated April 9, 2001 to service contract between Enodis
Corporation and Andrew F. Roake.

8.1 Significant Subsidiaries.

___________________________

* Incorporated by reference to our registration statement on Form 20-F (File No.
1-15032), filed on June 9, 2000, as amended by Amendment No. 1, filed on June
28, 2000 and as amended by Amendment No. 2, filed on July 5, 2000.