SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2002 Commission file number 1-1373
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MODINE MANUFACTURING COMPANY
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(Exact name of registrant as specified in its charter)
WISCONSIN 39-0482000
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 DeKoven Avenue, Racine, Wisconsin 53403
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (262) 636-1200
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Securities Registered pursuant to Section 12(g) of the Act:
Common Stock, $0.625 par value
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(Title of Class)
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, and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
Approximately 62% of the outstanding shares are held by non-affiliates.
The aggregate market value of these shares was approximately $516,911,550
based on the market price of $24.79 per share on June 18, 2002. The
remaining outstanding shares are owned or controlled by or for directors,
officers, employees, retired employees, and their families.
The number of shares outstanding of the registrant's Common Stock, $0.625
par value, was 33,631,638 at June 19, 2002.
An Exhibit index appears at pages 16-22 herein.
Page 1 of 338
DOCUMENTS INCORPORATED BY REFERENCE
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Portions of the following documents are incorporated by reference
into the parts of this Form 10-K designated to the right of the
document listed.
Incorporated Document Location in Form 10-K
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Annual Report to Shareholders for the
fiscal year ended March 31,2002 Part I of Form 10-K
(Items 1 and 3)
Part II of Form 10-K
(Items 7, 8)
Part IV of Form 10-K
(Item 14)
2002 Definitive Proxy Statement dated
June 7, 2002 Part III of Form 10-K
(Items 10, 11, 12, 13)
TABLE OF CONTENTS
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MODINE MANUFACTURING COMPANY - FORM 10-K
FOR THE YEAR ENDED MARCH 31, 2002
10-K Pages
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Cover
Table of Contents
Part I
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Item 1 - Business
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General, Developments and Strategy,
Geographical Areas, Exports, Foreign
and Domestic Operations, Competitive
Position, Customer Dependence, Backlog
of Orders, Raw Materials, Patents,
Research and Development, Environmental,
Health and Safety Matters, Employees,
Seasonal Nature of Business, Working
Capital Items 5
Item 2 - Properties 11
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Item 3 - Legal Proceedings 11
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Item 4 - Submission of Matters To A Vote of
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Security Holders 12
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Part II
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Item 5 - Market for Registrant's Common Equity
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and Related Stockholder Matters 12
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Item 6 - Selected Financial Data 13
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Item 7 - Management's Discussion and Analysis
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of Financial Condition and Results of
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Operations 13
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Item 8 - Financial Statements and Supplementary Data 13
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10-K Pages
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Item 9 - Changes in and Disagreements with
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Accountants on Accounting and Financial
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Disclosure 13
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Part III
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Items 10 and 11 - Directors and Executive Officers
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of the Registrant; Executive Compensation 13
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Item 12 - Security Ownership of Certain Beneficial
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Owners and Management 15
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Item 13 - Certain Relationships and Related
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Transactions 15
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Part IV
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Item 14 - Exhibits, Financial Statement Schedules,
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and Reports on Form 8-K 15
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1) Financial Statements
2) Financial Statement Schedules
3) Consent of Independent Accountants
4) Exhibit Index
Signatures 23
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PART I
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ITEM 1. BUSINESS.
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General
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Throughout this Report, the terms "Modine," the "Company" and/or
the "Registrant" refer to Modine Manufacturing Company and
consolidated subsidiaries.
Modine was incorporated under the laws of the State of Wisconsin
on June 23, 1916.
Modine is an independent, worldwide leader in thermal management
technology serving vehicular, industrial, commercial, electronic
and building HVAC (heating, ventilating, air conditioning)
markets. Modine develops, manufactures, and markets thermal
management products, components and systems for use in various
OEM (original equipment manufacturer) applications and for sale
to the automotive aftermarket (as replacement parts) and to a
wide array of building and other commercial markets. The primary
markets consist of:
- Automobile, truck and bus manufacturers;
- Agricultural and construction equipment manufacturers;
- Heating and cooling equipment manufacturers;
- Construction contractors;
- Wholesalers of plumbing and heating equipment;
- Radiator repair shops;
- Wholesalers and installers of auto repair parts;
- Computer and server manufacturers;
- Telecommunications equipment manufacturers; and
- Industrial electronic equipment manufacturers.
We distribute our products through:
- Company salespersons;
- Independent manufacturers' representatives;
- Independent warehouse distributors;
- Mass merchandisers and
- National accounts.
Our operations are organized on the basis of market categories or
geographical responsibility, as follows:
Original Equipment, which provides heat-transfer products,
generally from business units in North America, to original
equipment manufacturers of on-highway and off-highway
vehicles, as well as to industrial and commercial equipment
manufacturers, located primarily in North America.
Distributed Products, which provides heat-transfer products
primarily for the North American and European vehicular
replacement market and the building HVAC market, from
business units located in North America and Europe, and
electronics cooling products primarily for the computer and
telecommunications equipment markets in North America,
Europe, and Asia from business units in these three areas.
European Operations, which provides heat-transfer products,
primarily to European original equipment manufacturers of on-
highway and off-highway vehicles and European industrial
equipment manufacturers.
The Company has assigned specific business units to a segment based
principally on these defined markets and their geographical locations.
The Company's three reportable segments offer a broad line of
products that can be categorized generally as follows:
Percentage of total company revenue by product
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Years ended March 31
2002 2001 2000
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Modules/Packages 27% 22% 23%
Radiators & Radiator Cores 27% 29% 29%
Oil Coolers 15% 16% 15%
Charge-Air Coolers 9% 9% 9%
Vehicular Air Conditioning 7% 8% 10%
Building HVAC 7% 7% 7%
Electronics 4% 5% 3%
Miscellaneous 3% 4% 4%
EGR Coolers 1% 0% 0%
Developments and Strategy
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We remain committed to the vision of creating value by focusing on
customer partnerships and providing innovative solutions for our
customer's thermal problems. We will continue to use our skills and
resources to strengthen our position in key traditional markets. At
the same time, we will leverage those strengths into new markets that
need heat-transfer solutions to solve complex problems.
From a growth perspective, we are pursuing strategies to grow our
best-performing core businesses while increasing our participation
in new, non-traditional markets that offer attractive growth
potential. In our traditional markets, we will increase our market
penetration through longstanding customer relationships, superior
technology, improved service, and increased content per vehicle. We
are increasing market penetration and content per vehicle by
continuing to move from components to systems and by utilizing just-
in-sequence assembly plants to provide more value to our customers.
We are also focusing on the most promising new markets and new
products. With the acquisition of Thermacore International, Inc.,
in April 2001, Modine gained entry into the electronics-cooling
market. Thermacore competes as a leading supplier in this market,
by designing, manufacturing and distributing thermal-management
solutions for microprocessors and electronics applications in the
computer, telecommunications, networking, and power-semiconductor
markets. We will continue our search for acquisitions that meet
our criteria: significant growth potential, high returns and a
reasonable valuation. In addition, we are actively pursuing our
next phase of growth, by introducing exhaust gas recirculation (EGR)
coolers, investigating multiple uses of CO2 as a refrigerant and
capitalizing on the growth in vehicular and stationary fuel cells
through our Fuel Cell Products Group.
Like growth, profitability and asset utilization also are critical
focuses for Modine. We are concentrating heavily on managing our
selling, general, and administrative expenses through numerous
cost-saving initiatives, a continuing evaluation of our processes,
and control of staff costs. In addition, we continue to evaluate
the profitability of current product lines and plants, with the
objective of improving our overall returns. Evidence of this is
our announcement in October 2001 to take a restructuring charge
for the closure and consolidation of several facilities.
Finally, we have made substantial investments in new, highly
efficient plants and equipment along with state-of-the-art
technical centers. All of these are critical to our strategy of
generating growth through technological leadership.
Geographical Areas
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We maintain administrative organizations in two regions - North America
and Europe - to facilitate financial and statutory reporting and tax
compliance on a worldwide basis and to support the three business units.
Our operations are located in the following countries:
North America Europe South America Central America Asia/Pacific
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Canada Austria Brazil El Salvador Japan
Mexico Belgium Korea
United States United Kingdom Taiwan
France
Germany
Hungary
Italy
Netherlands
Poland
Spain
Switzerland
Our non-U.S. subsidiaries and affiliates manufacture and sell a number of
vehicular, industrial and electronic products similar to those produced
in the U.S. In addition to normal business risks, operations outside
the U.S. are subject to others such as changing political, economic and
social environments, changing governmental laws and regulations, currency
revaluations and market fluctuations.
You can find more information in "Note 21. Segment and Geographic
Information" on pages 35-36 of our 2002 Annual Report to Shareholders.
Exports
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In addition, the Company exports to foreign countries and receives
royalties from foreign licensees. Export sales as a percentage of
total sales were 11%, 12% and 12% for fiscal years ended in 2002,
2001 and 2000 respectively. Estimated after-tax earnings on export
sales as a percentage of total net earnings were 11%, 12% and 12% for
fiscal years ended in 2002, 2001 and 2000, respectively. Royalties
from foreign licensees as a percentage of total after-tax earnings
were 13%, 25% and 5% for the last three fiscal years, respectively.
Included in the royalty percentages reported for fiscal 2002, 2001
and 2000 are lump-sum payments received as partial settlement for
past infringement of Modine's PF technology. As a percentage of
total after-tax earnings these lump-sum payments were 0%, 21% and
1% for the last three fiscal years. Based upon an unfavorable
decision by the Japanese patent office Board of Appeals in March
2002, Modine will no longer receive royalty payments in Japan
related to its PF patents. Since July of 2000, Modine has been
receiving royalty payments from certain Japanese competitors
related to its PF patents, which expire in 2006. In fiscal 2002,
these royalties accounted for approximately $1.8 million, or 8%,
of after-tax earnings.
Modine believes its international presence has positioned the
Company to share profitably in the anticipated long-term growth of
the global vehicular and industrial markets. Modine is committed
to increasing its involvement and investment in international
markets in the years ahead.
Foreign and Domestic Operations
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Financial information relating to the Company's foreign and domestic
operations is included in the Company's 2002 Annual Report to
Shareholders and is incorporated herein by reference at Note 21 on
pages 35-36 therein.
Competitive Position
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The Company competes with several manufacturers of heat transfer
products, some of which are divisions of larger companies and some
of which are independent companies. The Company also competes for
business with parts manufacturing affiliates of some of its customers.
The markets for the Company's products are increasingly competitive
and have changed significantly in the past few years as the Company's
traditional OEM customers in the United States, faced with dramatically
increased international competition, have expanded their worldwide
sourcing of parts to compete more effectively with lower-cost imports.
These market changes have caused the Company to experience competition
from suppliers in other parts of the world which enjoy economic
advantages such as lower labor costs, lower health care costs, and
other factors. In addition, our customers continue to ask the Company,
as well as their other primary suppliers, to participate directly and
more substantially in research and development, design, and validation
responsibilities. That has resulted and should continue to result in
stronger customer relationships and more partnership opportunities for
the Company.
Customer Dependence
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Ten customers accounted for approximately 51% of the Company's sales
in the fiscal year ended March 31, 2002. These customers, listed
alphabetically, were: BMW, Caterpillar, DaimlerChrysler, Fiat, John
Deere, International Truck (formerly Navistar International), MAN
Truck, NAPA, Paccar and Volkswagen. One of these customers, BMW,
accounted for approximately 10.5% of total Company sales in fiscal
2002. These sales were made predominantly in the European Operations
segment. Goods are supplied to these customers on the basis of
individual purchase orders received from them. When it is in the
customer's and the Company's best interests, the Company utilizes
long-term sales agreements with customers to minimize investment
risks and also to provide the customer with a proven source of
competitively priced products. These contracts can be up to two
to three years in duration and may include built -in pricing
adjustments. There are no other relationships between the Company
and its customers.
Backlog of Orders
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While the Company has a large backlog of orders, the backlog is
not deemed significant or material; backlog historically has had
little relation to shipments. Modine's products are produced
from readily available materials such as aluminum, copper, brass,
and steel and have a relatively short manufacturing cycle. The
Company's operating units maintain their own inventories and
production schedules. Current production capacity, reduced by
planned plant closures in North America and Europe as part of a
restructuring announced in the third quarter of fiscal 2002, is
capable of handling the sales volumes expected in fiscal 2003.
Raw Materials
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Aluminum, copper, brass, steel, and solder, all essential to the
business, are purchased regularly from several domestic and
foreign producers. In general, the Company does not rely on any
one supplier for these materials, which are for the most part
available from numerous sources in quantities required by the
Company. The Company normally does not experience material
shortages within its operations and believes that producers'
supplies of these materials will be adequate through the end of
fiscal year 2003.
Patents
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The Company, and certain of its wholly-owned subsidiaries, own
outright or are licensed to produce products under a number of
patents and licenses. These patents and licenses, which have
been obtained over a period of years, will expire at various
times. Because the Company is involved with many product lines,
the Company believes that its business as a whole is not
materially dependent upon any particular patent or license, or
any particular group of patents or licenses. Modine considers
each of its patents, trademarks and licenses to be of value and
aggressively defends its rights throughout the world against
infringement.
Research and Development
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The Company remains committed to its vision of creating value
through technology. Company-sponsored research activities relate
to the development of new products, processes and services, or the
improvement of existing products, processes, and services.
Research expenditures in fiscal 2002 amounted to $29,877,000; in
fiscal 2001 amounted to $28,059,000; and in fiscal 2000 amounted
to $23,011,000. There were no material expenditures on research
activities that were customer-sponsored. Over the course of the
last few years, the Company has become involved in a number of
industry- or university- sponsored research organizations. These
consortia conduct research and provide data on technical topics
deemed to be of interest to the Company for practical applications
in the markets the Company serves. The research and data
developed is generally shared among the member companies. In
addition, to achieve efficiencies and lower developmental costs,
Modine's research and engineering groups work closely with
Modine's customers on special projects and systems designs.
Environmental, Health and Safety Matters
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Modine is strengthening its commitment to the environment by
implementing an Environmental Management System (EMS) at all its
original equipment locations throughout the world. The system is
based on the internationally recognized ISO 14000 standard for
environmental management systems. Modine's EMS provides a common
framework and the tools needed to conserve resources, improve
manufacturing process efficiency, minimize liability exposure and
reduce operational costs. Modine evaluates the performance of
the Company's environmental programs through continuous
monitoring, auditing and accounting systems.
In calendar year 2001, the Company's North American facilities
reduced waste for a fifth consecutive year with a 21% year-over-
year decrease (normalized for sales dollars). Overall, these
facilities have achieved an impressive 51% reduction in
waste/sales dollars since 1996. The reduced use of solvents,
conversion to more environmentally-friendly chemicals, shift to
returnable packaging, and the generation of less scrap
contributed to this long-term, sustained waste reduction.
Modine's advances in reducing its impact on the environment are
also evidenced by a marked reduction in its use of toxic
chemicals. Each year, the United States Environmental Protection
Agency ("USEPA") requires companies to report on their
environmental releases of toxic chemicals, including air
emissions, water discharges, and landfilled wastes. From 1995
to 2000, Modine's US locations achieved a 56% (532,000 pounds)
reduction in environmental releases. This rate of reduction is
better than the industry trend, and substantially better than the
national trend, which decreased only 8% from 1995 to 1999.
Modine accrues for environmental remediation activities relating
to past operations - including those under the Comprehensive
Environmental Response, Compensation, and Liability Act (CERCLA),
often referred to as "Superfund," and under the Resource
Conservation and Recovery Act (RCRA) - when it is probable that a
liability has been incurred and reasonable estimates can be made.
In addition, an investigation and/or remediation obligation may
arise when a facility is closed or sold. These expenditures most
often relate to facilities and sites where past operations
followed practices and procedures that were considered acceptable
under then-existing regulations, but which now require
investigative and/or remedial work to ensure sufficient
protection to the environment.
Three of the Company's manufacturing facilities currently have
been identified as requiring soil and/or groundwater remediation.
Because of the liability of former landowners and contractual
obligations, it is unlikely these remediation efforts will have a
material effect on the Company's consolidated financial condition.
Although there are no currently known liabilities that might have
a material effect on the Company's consolidated net assets,
operating results or liquidity, the EPA has designated Modine as
a potentially responsible party ("PRP") for remediation of six
waste disposal sites. These sites are not company-owned and
allegedly contain wastes attributable to Modine from past
operations. For the six sites currently known, the Company's
potential liability will be significantly less than the total
site remediation because the percentage of material attributable
to the Company is relatively low.
Environmental regulations, as well as the Company's policy to
improve continuously upon its environmental management programs,
will require capital equipment expenditures over the coming
years. For the fiscal year ending March 31, 2002, capital
expenditures related to environmental projects were $0.2 million.
These expenditures included capital outlays to retrofit existing
facilities, as well as those associated with new facilities and
other compliance costs. Modine currently expects expenditures
for environmentally-related capital projects to be about $0.5
million in fiscal year 2003.
Environmental expenses charged to current operations, including
remediation costs, totaled about $3.8 million for the fiscal year
ending March 31, 2002. These expenses related to solid waste
disposal, operating and maintenance costs incurred in conducting
routine compliance activities, and other matters. Operating
expenses of some facilities, including environmentally-related
plant closure costs, may increase during fiscal year 2003, but
the competitive position of the Company is not expected to change
materially. The Company has no reason to believe that
environmental costs will vary significantly from similar costs
incurred by other companies engaged in similar businesses.
The Health and Safety performance of the Company continues to
move in a positive direction. Recordable and Lost Workday (LWDII)
incident rates improved from the previous year by 23% and 30%,
respectively. Over the past five years, Modine has experienced a
58% reduction in its recordable incident rate and a 53% reduction
in its LWDII rate. In addition, two of Modine's facilities, located
in Lawrenceburg, TN and Buena Vista, VA, both reached milestones
this year when they achieved five years without a lost time injury.
The Company's Richland, SC facility was the second Modine location
to become a "STAR" plant. The Modine "STAR" is awarded to those
facilities that achieve 100% compliance with the Company's 22 Health
and Safety elements and attain recordable and LWDII rates below the
General Industry Average for the preceding twelve month period. The
Modine "STAR" program is modeled after the Occupational Safety and
Health Administration's (OSHA) Voluntary Protection Program (VPP).
The Company also continues to make significant efforts to prevent
Muscular Skeletal Disorders (MSD's). The Body Mechanic Job
Observation Program is used by nearly all of our U.S. Original
Equipment plants. This program involves the use of occupational
therapists, who observe employees performing their jobs and
provide coaching on proper body mechanics, stretching, and off-
the-job safety. In addition, these specialists are actively
involved in the improvement of ergonomics in both existing and
planned production processes.
Employees
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The number of persons employed by the Company as of March 31, 2002 was
approximately 7,700.
Seasonal Nature of Business
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Distributed Products may experience a degree of seasonality since the
demand for aftermarket and HVAC products are affected by weather
patterns, construction, and other factors. On an overall company
basis, though, there is no significant degree of seasonality as
indicated by the percentages below. Sales to original equipment and
electronics manufacturers are dependent upon the demand for new
vehicles and equipment. The following quarterly net- sales detail
illustrates the degree of fluctuation for the past five years:
Fiscal Year Fiscal
Ended First Second Third Fourth Year
March 31 Quarter Quarter Quarter Quarter Total
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($ In Thousands)
2002 $280,631 $269,114 $270,433 $254,582 $1,074,760
2001 300,441 284,056 265,393 271,509 1,121,399
2000 291,388 296.161 291,298 296,109 1,174,956
1999 279,376 278,341 291,002 287,874 1,136,593
1998 262,213 266,951 274,714 262,237 1,066,115
Five-year 282,810 278,925 278,568 274,462 1,114,765
Average
Percent 25% 25% 25% 25% 100%
of Year
Working Capital Items
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The Company's products for the original equipment market are
manufactured on an as-ordered basis, which makes large
inventories of such products unnecessary. In addition, the
Company does not experience a significant amount of returned
products. In the HVAC and aftermarket areas, due to the
extensive distribution systems and seasonal sales programs,
varying levels of finished goods inventory are maintained. This
inventory is managed efficiently and spread throughout the
Company's distribution systems. In these areas, in general, the
industry and the Company make use of extended terms of payment
for customers on a limited and/or seasonal basis.
ITEM 2. PROPERTIES.
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The Company's world headquarters, including general offices, and
laboratory, experimental and tooling facilities, are maintained
in Racine, Wisconsin. Additional technical support functions are
located in Harrodsburg, Kentucky and Bonlanden, Germany. Almost
all of the Company's manufacturing and larger distribution
centers are owned outright. A few manufacturing facilities and
numerous regional sales and service centers, distribution
centers, and offices are occupied under various lease
arrangements.
The Company's principal plants and other facilities during the
fiscal year ended 2002, on an operating-segment basis, are as
follows:
Type of Original Distributed European Corporate &
Facility Equipment Products Operations Other Total
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Manufacturing 16 13 9 -- 38
Distribution -- 5 -- -- 5
Sales & Service
Centers/Offices 2 22 8 1 33
Joint Ventures 2 3 5
Total 18 40 19 4 81
Those same plants and facilities, on a geographic basis, are as follows:
Type of North South Asia/ Central
Facility America Europe America Pacific America Total
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Manufacturing 23 13 -- 2 -- 38
Distribution 4 1 -- -- -- 5
Sales & Service
Centers/Offices 13 18 -- 1 1 33
Joint Ventures -- 2 2 1 -- 5
Total 40 34 2 4 1 81
The Company currently uses its facilities for the purposes as noted
above.
The Company's facilities, in general, are well maintained and conform
to the sales, distribution, or manufacturing operations for which they
are being used. Their productive capacity is, from time to time,
reduced or expanded as necessary to meet changing market conditions
and Company needs. In the third quarter of fiscal 2002, the Company
announced a restructuring which will reduce productive capacity in
United States and Europe in fiscal 2003. Three manufacturing
facilities will be closed in the United States and one manufacturing
facility will be closed in Germany.
ITEM 3. LEGAL PROCEEDINGS.
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Certain information required hereunder is incorporated by reference
from the Company's Annual Report to Shareholders, Page 37, Note 22.
Under the rules of the Securities and Exchange Commission,
certain environmental proceedings are not deemed to be ordinary or
routine proceedings incidental to the Company's business and are
required to be reported in the Company's annual and/or quarterly
reports. The Company is not currently a party to any such proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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Omitted as not applicable.
PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
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STOCKHOLDER MATTERS.
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The Company's Common Stock is quoted on the National Association
of Securities Dealers' Automated Quotation system ("NASDAQ") as a
National Market issue. The Company's trading symbol is "MODI."
The table below shows the range of high and low bid information
for the Company's Common Stock for fiscal years 2001-02 and 2000-
01. As of March 31, 2002, shareholders of record numbered
approximately 5,300; it is estimated that beneficial owners
numbered about 17,000.
2001-02 2000-01
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Quarter High Low Dividends High Low Dividends
First $29.00 $24.06 $ .250 $28.31 $19.94 $ .25
Second 32.00 19.50 .250 29.94 25.00 .25
Third 25.75 19.13 .250 29.38 19.63 .25
Fourth 29.08 22.10 .125 28.13 19.00 .25
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TOTAL $ .875 $1.00
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Certain of the Company's financing agreements require it to
maintain specific financial ratios and place certain limitations
on the use of retained earnings for the payment of cash dividends
and the acquisition of treasury stock. Under the most
restrictive covenant dividend payments may not exceed $50,000,000
in any fiscal year. Cash dividend payments made in fiscal 2002
totaled $28,981,000. Other loan agreements give certain existing
unsecured lenders security equal to any future secured borrowing.
In October 1986, the Company adopted a shareholder rights plan
and issued one right for each share of common stock. The rights
are not currently exercisable but will become exercisable 10 days
after a shareholder has acquired 20 percent or more, or commenced
a tender or exchange offer for 30 percent or more, of the
Company's common stock. Each right will initially entitle the
holder to purchase a unit of 1/100 Preferred Series A
Participating Stock. During fiscal 1996-1997, the Company
amended the Plan increasing the price from $21.25 to $95.00 per
unit. In the event of certain mergers, sales of assets, or
self-dealing transactions involving a 20 percent or more
shareholder, each right not owned by such 20 percent or more
shareholder will be modified so that it will then be exercisable
for common stock having a market value of twice the exercise
price of the right. The rights are redeemable in whole by the
Company, at a price of $0.0125 per right, at any time before 20
percent or more of the Company's common stock has been acquired.
On January 18, 1995, the Board of Directors of the Company
authorized an amendment to the Rights Agreement by extending the
final expiration date of the Rights from October 27, 1996 to
October 27, 2006. Accordingly, the Rights expire on October 27,
2006, unless previously redeemed.
ITEM 6. SELECTED FINANCIAL DATA.
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Fiscal Year ended March 31
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2002 2001 2000 1999 1998
Sales (in
thousands) $1,074,760 $1,121,399 $1,174,956 $1,136,593 $1,066,115
Net earnings (in
thousands) 23,345 51,830 66,332 75,085 74,749
Total assets (in
thousands) 903,044 937,171 955,871 933,962 766,035
Long-term debt (in
thousands) 139,654 137,449 214,585 144,124 89,946
Dividends per share .875 1.00 .92 .84 .76
Net earnings per share
- Basic .70 1.61 2.05 2.31 2.30
- Assuming dilution .70 1.58 2.01 2.25 2.24
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
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AND RESULTS OF OPERATIONS.
-------------------------
Certain information required hereunder is incorporated by reference
from the Company's 2002 Annual Report to Shareholders, pages 14-22.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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The Consolidated Statements of Earnings, and the related
Consolidated Balance Sheets, Statements of Cash Flows,
Shareholders' Equity, Notes to Consolidated Financial Statements,
and the report of PricewaterhouseCoopers LLP dated April 30, 2002
appearing on pages 23-38 of the Company's 2002 Annual Report to
Shareholders are incorporated herein by reference. With the
exception of the aforementioned information, no other data
appearing in the 2002 Annual Report to Shareholders is deemed to
be filed as part of this Annual Report on Form 10-K. Individual
financial statements of the Registrant are omitted because the
Registrant is primarily an operating company, and the
subsidiaries included in the consolidated financial statements
are wholly-owned.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
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ACCOUNTING AND FINANCIAL DISCLOSURE.
-----------------------------------
There were no disagreements on accounting or financial
disclosures between the Company and its auditors.
PART III
--------
ITEMS 10 and 11. DIRECTORS AND EXECUTIVE OFFICERS OF THE
- --------------- ---------------------------------------
REGISTRANT; EXECUTIVE COMPENSATION.
----------------------------------
The information about directors and executive officers and
executive compensation on pages 3-5 and pages 11, 12, 16, 17 and
18, of the Company's definitive Proxy Statement dated June 7,
2002 under the headings "Election of Directors," "Nominees to be
Elected," "Directors Continuing in Service," "Executive
Compensation," and Equity Compensation" is incorporated herein by
reference, but excluding the Officer Nomination and Compensation
Committee Report on Executive Compensation on page 12 of the
Proxy Statement.
Executive Officers of Registrant
Officer
Name Age Position Since
- ---- --- -------- -------
D. R. Johnson* 60 Chairman and Chief Executive Officer 1988
D. B. Rayburn* 54 President and Chief Operating Officer 1991
D. R. Zakos** 48 Vice President, General Counsel and 1985
Secretary
E. T. Thomas 48 Senior Vice President and Chief Financial 1998
Officer
C. R. Katzfey 55 Group Vice President 2000
K. A. Feldmann 48 Group Vice President 2000
J. R. Rulseh*** 46 Group Vice President 2001
A. C. DeVuono 53 Vice President and Chief Technology 1996
Officer
R. L. Hetrick 60 Vice President, Human Resources 1989
R. W. Possehl 57 Vice President, Administration 1985
R. S. Bullmore 52 Corporate Controller 1983
G. A. Fahl 47 Environmental, Health & Safety Officer 1998
C. C. Harper 48 Chief Information Officer 1998
D. B. Spiewak 48 Treasurer 1998
M. C. Kelsey**** 37 Senior Counsel and Assistant Secretary 2002
* D. R. Johnson was named Chairman and Chief Executive Officer,
and D. B. Rayburn was named President and Chief Operating
Officer on April 1, 2002.
** D. R. Zakos was promoted to Vice President, General
Counsel and Secretary on April 1, 2001.
*** J. R. Rulseh became an Officer/Group Vice President on
April 1, 2001. Prior to April 1, 2001, Mr. Rulseh was
General Manager of Modine's Heavy Duty and Industrial
Division, and more recently, was Managing Director of Modine
Europe Automotive Division.
**** M. C. Kelsey became an officer on April 1, 2002. Prior to
that, she was Senior Counsel.
Officer positions are designated in Modine's By-Laws and the persons
holding these positions are elected annually by the Board at its first
meeting after the annual meeting of shareholders in July of each year.
There are no family relationships among the executive officers and
directors. All of the above officers have been employed by Modine in
various capacities during the last five years, except E. T. Thomas,
D. B. Spiewak and M. C. Kelsey.
Mr. Thomas joined Modine on August 3, 1998 as Group Vice President,
Highway Products. Mr. Thomas previously worked at Eaton Corporation
for nine years where he had been General Manager of the Fluid Power
Division. Before that, he was General Manager of Eaton's Torque
Control Products Division. He also served Eaton as a Plant Manager
and Manager of Strategic Planning and Acquisition Analysis. Prior to
joining Eaton, Mr. Thomas spent eleven years at General Motors as a
member of the Corporate Financial Staff.
Mr. Spiewak joined Modine as Treasurer on September 21, 1998.
Mr. Spiewak came to Modine from Alliant Foodservice, Inc.,
formerly a part of Kraft Foods. Prior to Alliant, Mr. Spiewak
spent eight years with Illinois Tool Works, Inc. as Manager,
Treasury Systems.
Ms. Kelsey joined Modine as Senior Counsel on April 2, 2001. Ms.
Kelsey came to Modine from Quarles & Brady, LLP, a large national
law firm, where she was a partner. Ms. Kelsey was with Quarles &
Brady for 12 years.
There are no arrangements or understandings between any of the
above officers and any other person pursuant to which he was
elected an officer of Modine.
Information relating to the employment agreements, termination and
change-in-control arrangements is incorporated by reference from the
Company's 2001-2002 definitive Proxy Statement dated June 7, 2002 at
pages 19-20.
The Company's stock option and stock award plans contain certain
provisions relating to change-in-control or other specified
transactions that may, if authorized by the Officer Nomination
and Compensation Committee of the board, accelerate or otherwise
release shares granted or awarded under those plans.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
- ------- ---------------------------------------------------
MANAGEMENT.
----------
The Company incorporates by reference the information relating to stock
ownership on pages 5-7 of the Company's definitive Proxy Statement dated
June 7, 2002 under the headings "Principal Shareholders and Share
Ownership of Directors and Executive Officers, "Principal Shareholders,"
and "Securities Owned by Management."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
- ------- ----------------------------------------------
The Company incorporates by reference the information contained in the
Company's definitive Proxy Statement dated June 7, 2002 on page 20 under
the heading "Transactions."
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
- ------- ----------------------------------------------------------------
(a) The following documents are filed as part of this Report:
Page in
Annual Report*
-------------
(1) Financial Statements:
Consolidated Statements of Earnings for the
years ended March 31, 2002, 2001, and 2000. 23
Consolidated Balance Sheets at March 31, 2002
and 2001. 24
Consolidated Statements of Cash Flows for the
years ended March 31, 2002, 2001, and 2000. 25
Consolidated Statements of Shareholders' Equity
for the years ended March 31, 2002, 2001, and
2000. 26
Notes to Consolidated Financial Statements. 27 - 37
Report of Independent Accountants. 38
* Incorporated by reference from the indicated
pages of the 2001-02 Annual Report to
Shareholders.
Page in
Form 10-K
---------
(2) Financial Statement Schedules:
Report of Independent Accountants on Financial
Statement Schedule for the three years ended
March 31, 2002. 23
Schedule II - Valuation and Qualifying Accounts
for the years ended March 31, 2002, 2001, and
2000. 24
(3) Consent of Independent Accountants. 28
(4) Exhibit Index. 16
(b) All other schedules have been omitted as they are not
applicable, not required, or because the required
information is included in the financial statements.
The following exhibits are attached for information only unless
specifically incorporated by reference in this Report:
Reference Number
per Item 601 of
Regulation S-K Page
- ---------------- ----
2 Not applicable.
3(a) Restated Articles of Incorporation (as amended)
(filed by reference to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
March 31, 1999).
*3(b) Restated By-Laws (as amended). 26
4(a) Specimen Uniform Denomination Stock Certificate
of the Registrant (filed by reference to the
Reference Number
per Item 601 of
Regulation S-K Page
- ---------------- ----
Registrant's Annual Report on Form 10-K for
the fiscal year ended March 31, 1998).
*4(b) Rights Agreement dated as of October 16, 1986 38
between the Registrant and First Chicago Trust
Company of New York (Rights Agent).
4(b)(i) Rights Agreement Amendment No. 1 dated as of
January 18, 1995 between the Registrant and
First Chicago Trust Company of New York
(Rights Agent) (filed by reference to the
Registrant's Annual Report on Form 10-K for
the fiscal year ended March 31, 2000).
4(b)(ii) Rights Agreement Amendment No. 2 dated as of
January 18, 1995 between the Registrant and
First Chicago Trust Company of New York
(Rights Agent) (filed by reference to the
Registrant's Annual Report on Form 10-K for
the fiscal year ended March 31, 2000).
4(b)(iii) Rights Agreement Amendment No. 3 dated as of
October 15, 1996, between the Registrant and
First Chicago Trust Company of New York
(Rights Agent) (filed by reference to the
Registrant's Annual Report on Form 10-K for
the fiscal year ended March 31, 2001).
*4(b)(iv) Rights Agreement Amendment No. 4 dated as of 101
November 10, 1997 between the Registrant and
Norwest Bank Minnesota, N.A., [now known as
Wells Fargo Bank Minnesota, N.A.] (Rights
Agent).
*4(c) Bank One Credit Agreement dated April 17, 2002. 104
Note: The amount of long-term debt authorized
----
under any instrument defining the rights of
holders of long-term debt of the Registrant,
other than as noted above, does not exceed ten
percent of the total assets of the Registrant
and its subsidiaries on a consolidated basis.
Therefore, no such instruments are required to
be filed as exhibits to this Form. The
Registrant agrees to furnish copies of such
instruments to the Commission upon request.
9 Not applicable.
*10(a) Director Emeritus Retirement Plan (effective 186
April 1, 1992 and frozen as of July 1, 2000).
Reference Number
per Item 601 of
Regulation S-K Page
- ---------------- ----
10(b) Employment Agreement between the Registrant
and D. R. Johnson (filed by reference to the
Registrant's Annual Report on Form 10-K for
the fiscal year ended March 31, 2001).
10(c) Employment Agreement between the Registrant
and D. B. Rayburn (filed by reference to the
Registrant's Annual Report on Form 10-K for
the fiscal year ended March 31, 2001).
10(d) Employment Agreement between the Registrant
and E. T. Thomas.
NOTE: This Employment Agreement is not
materially different from the Employment
Agreement between the Registrant and D. B.
Rayburn filed with Annual Report on Form 10-K
as Exhibit 10(c) for the fiscal year ended
March 31, 2001.
10(e) Employment Agreement between the Registrant
and A. C. DeVuono.
NOTE: This Employment Agreement is not
materially different from the Employment
Agreement between the Registrant and D. B.
Rayburn filed with Annual Report on Form
10-K as Exhibit 10(c) for the fiscal year
ended March 31, 2001.
*10(f) Change-in-Control Agreement between the 212
Registrant and D. R. Johnson.
10(g) Change-in-Control Agreement between the
Registrant and D. B. Rayburn.
NOTE: This Change-in-Control Agreement is
not materially different from the Change-in-
Control Agreement between the Registrant and
D. R. Johnson filed with this Annual Report
on Form 10-K as Exhibit 10(f).
10(h) Change-in-Control Agreement between the
Registrant and E. T. Thomas.
NOTE: This Change-in-Control Agreement is
not materially different from the Change-in-
Control Agreement between the Registrant and
D. R. Johnson filed with this Annual Report
on Form 10-K as Exhibit 10(f).
10(i) Change-in-Control Agreement between the
Registrant and A. C. DeVuono.
Reference Number
per Item 601 of
Regulation S-K Page
- ---------------- ----
NOTE: This Change-in-Control Agreement is
not materially different from the Change-in-
Control Agreement between the Registrant and
D. R. Johnson filed with this Annual Report
on Form 10-K as Exhibit 10(f).
*10(j) 1985 Incentive Stock Plan (as amended). 227
10(k) 1985 Stock Option Plan for Non-Employee
Directors (as amended)(filed by reference
to the Registrant's Annual Report on Form
10-K for the fiscal year ended March 31,
1999).
10(l) Pension and Disability Plan For Salaried
Employees of Modine Manufacturing Company
(as amended) (filed by reference to the
Registrant's Annual Report on Form 10-K
for the fiscal year ended March 31, 1999).
10(m) Executive Supplemental Retirement Plan (as
amended) (filed by reference to the
Registrant's Annual Report on Form 10-K
for the fiscal year ended March 31, 2000).
10(n) Modine Manufacturing Company Executive
Supplemental Stock Plan (as amended) (filed
by reference to the Registrant's Annual
Report on Form 10-K for the fiscal year
ended March 31, 1999).
*10(o) 1994 Incentive Compensation Plan (as amended) 232
*10(p) 1994 Stock Option Plan for Non-Employee 244
Directors (as amended).
10(q) 1995 Stock Option Agreements (incentive and
non-qualified) [a part of the 1994 Incentive
Compensation Plan] (filed by reference to
the Registrant's Annual Report on Form 10-K
for the fiscal year ended March 31, 2000).
10(r) 1995 Stock Option Agreement [a part of the
1994 Stock Option Plan for Non-Employee
Directors] (filed by reference to the
Registrant's Annual Report on Form 10-K
for the fiscal year ended March 31, 2000).
10(s) 1996 Stock Award Plan [a part of the 1994
Incentive Compensation Plan] (filed by
reference to the Registrant's Annual
Report on Form 10-K for the fiscal year
ended March 31, 2001).
Reference Number
per Item 601 of
Regulation S-K Page
- ---------------- ----
10(t) 1996 Stock Option Agreements (incentive and
non-qualified) [a part of the 1994 Incentive
Compensation Plan] (filed by reference to
the Registrant's Annual Report on Form 10-K
for the fiscal year ended March 31, 2001).
10(u) 1996 Stock Option Agreement [a part of the
1994 Stock Option Plan for Non-Employee
Directors].
Note: The 1996 Stock Option Agreement is
----
not materially different from the 1995
Non-Employee Directors Stock Option
Agreement filed with Registrant's Annual
Report on Form 10-K as Exhibit 10(l) for
the fiscal year ended March 31, 2000.
10(v) 1997 Stock Award Plan [a part of
the 1994 Incentive Compensation Plan].
Note: The 1997 Stock Award Plan is not
----
materially different from the 1996 Stock
Award Plan filed with Annual Report on
Form 10-K as Exhibit 10(p) for the year
ended March 31, 2001.
10(w) 1997 Stock Option Agreements (incentive
and non-qualified) [a part of the 1994
Incentive Compensation Plan].
Note: The 1997 Stock Option Agreements
----
are not materially different from the
1996 Stock Option Agreements filed with
Annual Report on Form 10-K as Exhibit
10(q) for the fiscal year ended March 31,
2001.
10(x) 1997 Stock Option Agreement [a part of the
1994 Stock Option Plan for Non-Employee
Directors].
Note: The 1997 Stock Option Agreement is
----
not materially different from the 1995 Non-
Employee Directors Stock Option Agreement
filed with the Registrant's Annual Report
on Form 10-K as Exhibit 10(l) for fiscal
year ended March 31, 2000.
10(y) 1998 Stock Award Plan [a part of the 1994
Incentive Compensation Plan].
Reference Number
per Item 601 of
Regulation S-K Page
- ---------------- ----
Note: The 1998 Stock Award Plan is not
----
materially different from the 1996 Stock
Award Plan filed with Registrant's Annual
Report on Form 10-K as Exhibit 10(p) for
the fiscal year ended March 31, 2001.
10(z) 1998 Stock Option Agreements (incentive and
non-qualified) [a part of the 1994 Incentive
Compensation Plan].
Note: The 1998 Stock Option Agreements are
----
not materially different from the 1996 Stock
Option Agreements filed with Annual Report
on Form 10-K as Exhibit 10(q) for the fiscal
year ended March 31, 2001.
10(aa) 1998 Stock Option Agreement [a part of the 1994
Stock Option Plan for Non-Employee Directors].
Note: The 1998 Stock Option Agreement is not
----
materially different from the 1995 Non-Employee
Directors Stock Option Agreement filed with
the Registrant's Annual Report on Form 10-K
as Exhibit 10(l) for the fiscal year ended
March 31, 2000.
10(ab) 1999 Stock Option Agreements (incentive and
non-qualified) [a part of the 1994
Incentive Compensation Plan].
Note: The 1999 Stock Option Agreements are
----
not materially different from the 1996 Stock
Option Agreements filed with Annual Report on
Form 10-K as Exhibit 10(q) for the fiscal
year ended March 31, 2001.
10(ac) 1999 Stock Option Agreement [a part of the
1994 Stock Option Plan for Non-Employee
Directors].
Note: The 1999 Stock Option Agreement is
----
not materially different from the 1995 Non-
Employee Directors Stock Option Agreement
filed with the Registrant's Annual Report
on Form 10-K as Exhibit 10(l) for the fiscal
year ended March 31, 2000.
10(ad) 2000 Stock Award Plan [a part of the 1994
Incentive Compensation Plan] (filed by
Reference Number
per Item 601 of
Regulation S-K Page
- ---------------- ----
reference to the Registrant's Annual Report
on Form 10-K for the fiscal year ended
March 31, 2000).
10(ae) 2000 Stock Option Agreements (incentive and
non-qualified) [a part of the 1994 Incentive
Compensation Plan] (filed by reference to the
Registrant's Annual Report on Form 10-K for
the fiscal year ended March 31, 2000).
Note: The 2000 Stock Option Agreements are
----
not materially different from the 1996 Stock
Option Agreements filed with Annual Report on
Form 10-K as Exhibit 10(q) for the fiscal year
ended March 31, 2001.
10(af) 2000 Stock Option Plan for Non-Employee
Directors (filed by reference to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended March 31, 2001).
10(ag) 2000 Stock Option Agreement [a part of the
2000 Stock Option Plan for Non-Employee
Directors] (filed by reference to the
Registrant's Annual Report on Form 10-K for
the fiscal year ended March 31, 2001).
10(ah) Modine Manufacturing Company Stock Option
Plan for Thermacore Employees under the DTX
Corporation 1995 Stock Option Plan (filed by
reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended March 31,
2001).
10(ai) Modine Manufacturing Company Stock-Based
Compensation Plan for Thermacore Employees
under the DTX Corporation 1997 Plan (filed
by reference to the Registrant's Annual
Report on Form 10-K for the fiscal year
ended March 31, 2001).
10(aj) Modine Manufacturing Company Stock Option
Agreements pertaining to 10(ae) and 10(af)
of Registrant's Annual Report on Form 10-K
for the fiscal year ended March 31, 2001.
10(ak) 2001 Stock Option Agreements (incentive and
non-qualified) [a part of the 1994 Incentive
Compensation Plan]
Note: The 2001 Stock Option Agreements are
----
not materially different from the 1996 Stock
Reference Number
per Item 601 of
Regulation S-K Page
- ---------------- ----
Option Agreements filed with Annual Report
on Form 10-K as Exhibit 10(q) for the fiscal
year ended March 31, 2001.
10(al) 2001 Stock Award Plan [a part of the 1994
Incentive Compensation Plan]
Note: The 2001 Stock Award Plan is not
----
materially different from the 2000 Stock
Award Plan filed by reference to the
Registrant's Annual Report on Form 10-K
for the fiscal year ended March 31, 2000.
10(am) 2001 Stock Option Agreement [a part of
the 2000 Stock Option Plan for Non-
Employee Directors].
Note: The 2001 Stock Option Agreement is
----
not materially different from the 2000
Non-Employee Directors Stock Option
Agreement filed with Registrant's
Annual Report on Form 10-K for the
fiscal year ended March 31, 2001).
10(an) 2002 Stock Option Agreements (incentive and
non-qualified) [a part of the 1994 Incentive
Compensation Plan]
Note: The 2002 Stock Option Agreements are
----
not materially different from the 1996 Stock
Option Agreements filed with Annual Report
on Form 10-K as Exhibit 10(q) for the fiscal
year ended March 31, 2001.
10(ao) 2002 Stock Award Plan [a part of the 1994
Incentive Compensation Plan]
Note: The 2002 Stock Award Plan is not
----
materially different from the 2000 Stock
Award Plan filed by reference to the
Registrant's Annual Report on Form 10-K
for the fiscal year ended March 31, 2000.
11 Not applicable.
12 Not applicable.
*13 2001 Annual Report to Shareholders. Except 252
for the portions of the Report expressly
incorporated by reference, the Report is
Reference Number
per Item 601 of
Regulation S-K Page
- ---------------- ----
furnished solely for the information of
the Commission and is not deemed "filed"
as a part hereof.
16 Not applicable.
18 Not applicable.
*21 List of subsidiaries of the Registrant. 296
22 Not applicable.
*23 Consent of independent accountants. 298
24 Not applicable.
28 Not applicable.
*99(a) Definitive Proxy Statement of the Registrant 299
dated June 7, 2002. Except for the portions
of the Proxy Statement expressly incorporated
by reference, the Proxy Statement is furnished
solely for the information of the Commission
and is not deemed "filed" as a part hereof.
*99(b) Appendix (filed pursuant to Item 304 of 337
Regulation S-T). Note: All Exhibits
----
filed herewith are current to the end of
the reporting period of the Form 10-K (unless
otherwise noted).
* Filed herewith.
Current Reports on Form 8-K:
- ---------------------------
No current Reports on Form 8-K were filed.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Modine Manufacturing Company
Date: June 19, 2002 By: D. R. JOHNSON
-------------------------------
D. R. Johnson, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities indicated.
D. R. JOHNSON June 19, 2002
- -------------------------------------------- -------------
D. R. Johnson, Chairman and Date
Chief Executive Officer and Director
D. B. RAYBURN June 19, 2002
- -------------------------------------------- -------------
D. B. Rayburn, President and Chief Operating Date
Officer
E. T. THOMAS June 19, 2002
- -------------------------------------------- -------------
E. T. Thomas, Senior Vice President, Finance Date
and Chief Financial Officer
D. R. ZAKOS June 19, 2002
- -------------------------------------------- -------------
D. R. Zakos, Vice President, Date
General Counsel and Secretary
R. J. DOYLE June 19, 2002
- -------------------------------------------- -------------
R. J. Doyle, Director Date
F. P. INCROPERA June 19, 2002
- -------------------------------------------- -------------
F. P. Incropera, Director Date
F. W. JONES June 19, 2002
- -------------------------------------------- -------------
F. W. Jones, Director Date
D. J. KUESTER June 19, 2002
- -------------------------------------------- -------------
D. J. Kuester, Director Date
V. L. MARTIN June 19, 2002
- -------------------------------------------- -------------
V. L. Martin, Director Date
G. L. NEALE June 19, 2002
- -------------------------------------------- -------------
G. L. Neale, Director Date
M. C. WILLIAMS June 19, 2002
- -------------------------------------------- -------------
M. C. Williams, Director Date
M. T. YONKER June 19, 2002
- -------------------------------------------- -------------
M. T. Yonker, Director Date
Report of Independent Accountants on
Financial Statement Schedules
To the Shareholders and Board of Directors
Modine Manufacturing Company:
Our audits of the consolidated financial statements referred to
in our report dated April 30, 2002 appearing in the 2002 Annual
Report to Shareholders of Modine Manufacturing Company (which
report and consolidated financial statements are incorporated by
reference in this Annual Report on Form 10-K) also included an
audit of the financial statement schedule listed in Item 14(a)(2)
of this Form 10-K. In our opinion, this financial statement
schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the
related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Chicago, Illinois
April 30, 2002
MODINE MANUFACTURING COMPANY AND SUBSIDIARIES
(A Wisconsin Corporation)
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
for the years ended March 31, 2002, 2001 and 2000
($ In Thousands)
Col. A Col. B Col. C Col. D Col. E
- ------ ------ ------ ------ ------
Additions
(1) (2)
Balance at Balance
Beginning Charged to Charged to at
of Costs and Other End of
Description Period Expenses Accounts Deductions Period
- ----------- ---------- ---------- ---------- ---------- --------
2002:
Intangible Assets-
Accumulated
Amortization $35,302 $9,065 $(330)(B) $6,700(C) $37,337
------ ----- -------- -------- ------
Allowance for
Doubtful Accounts $2,459 $2,086 $(39)(B) $1,289(A) $3,217
----- ----- ------- -------- -----
Valuation
Allowance for
Deferred Tax Assets $592 $0 $(35)(B) $0 $557
--- - ------- - ---
2001:
Intangible Assets-
Accumulated
Amortization $31,232 $6,875 $(390)(B) $2,415(C) $35,302
------ ----- -------- -------- ------
Allowance for
Doubtful Accounts $4,474 $(1,311) $(54)(B) $650(A) $2,459
----- ------- ------- ------ -----
Valuation
Allowance for
Deferred Tax Assets $856 $(237)(E) $(27)(B) $0 $592
---- -------- ------- - ---
2000:
Intangible Assets-
Accumulated
Amortization $23,917 $8,488 $(1,093)(B) $80(C) $31,232
------ ----- ---------- ----- ------
Allowance for
Doubtful Accounts $3,845 $1,233 $(8)(B) $596(A) $4,474
----- ----- ------ ------ -----
Valuation
Allowance for
Deferred Tax Assets $5,154 $0 $0 $4,298(D) $856
----- - - -------- ---
Notes:
(A) Bad debts charged off during the year.
(B) Translation and other adjustments.
(C) Retirement of fully amortized intangibles
(D) Includes foreign operating losses and tax credit carryforwards.
(E) Includes the effect of new tax rate recently enacted in Germany.