Special Notes Regarding Forward-Looking Statements



This report contains forward-looking statements subject to the safe harbor
created by the Private Securities Litigation Reform Act of 1995. The company
cautions readers that these projections are based upon future results or events
and are highly dependent upon a variety of important factors which could cause
such results or events to differ materially from any forward-looking statements
which may be deemed to have been made in this report, or which are otherwise
made by or on behalf of the company. Such factors include, but are not limited
to, the impact of COVID-19 pandemic and the response of governments, businesses
and other third parties; volatility in earnings resulting from goodwill
impairment losses which may occur irregularly and in varying amounts;
variability in financing costs; quarterly variations in operating results;
dependence on key customers; international exposure; foreign exchange and
political risks affecting international sales; ability to protect trademarks,
copyrights and other intellectual property; changing market conditions; the
impact of competitive products and pricing; the timely development and market
acceptance of the company's products; the availability and cost of raw
materials; and other risks detailed herein and from time-to-time in the
company's SEC filings, including the company's 2020 Annual Report on Form 10-K.
All forward-looking statements are expressly qualified in their entirety by
these cautionary statements. The forward-looking statements included in this
report are made only as of the date hereof and, except as required by federal
securities laws and rules and regulations of the SEC, the company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.

Merger with Welbilt, Inc.



On April 20, 2021, the company entered into the Merger Agreement, pursuant to
which, at the closing, Merger Sub will merge with and into Welbilt, with Welbilt
surviving as an indirect, wholly owned subsidiary of the company, as discussed
in Note 18, Subsequent Event, in the Notes to the Condensed Consolidated
Financial Statements included in Part I, Item 1 of this Quarterly Report on Form
10-Q. Subject to the terms and conditions set forth in the Merger Agreement, at
the Effective Time, each share of Welbilt Common Stock will be converted into
the right to receive 0.1240 shares of Middleby Common Stock. Upon the closing of
the Merger, Middleby stockholders will own approximately 76% and Welbilt
stockholders will own approximately 24% of the combined company. The Merger
Agreement was unanimously approved by the boards of directors of both the
company and Welbilt, and is subject to satisfaction of customary closing
conditions set forth in the Merger Agreement, including receipt of required
regulatory approvals and approval by the stockholders of each company. The
completion of the Merger is not conditioned on receipt of financing by Middleby.


Net Sales Summary
                             (dollars in thousands)

                                                Three Months Ended
                                                  Apr 3, 2021                Mar 28, 2020
                                                                          Sales          Percent        Sales        Percent
Business Segments:
Commercial Foodservice                                                $    481,155        63.5  %    $ 443,124        65.4  %
Food Processing                                                            112,494        14.8         104,266        15.4
Residential Kitchen                                                        164,409        21.7         130,069        19.2
  Total                                                               $    758,058       100.0  %    $ 677,459       100.0  %





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