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, 20002002 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 58%62% of the outstanding shares are held by non-affiliates.
The aggregate market value of these shares was approximately $459,219,002$516,911,550
based on the market price of $27.0625$24.79 per share on June 20, 2000.18, 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 29,256,60633,631,638 at June 20, 2000.19, 2002.
An Exhibit index appears at pages 15-2116-22 herein.
Page 1 of 158338
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, 200031,2002 Part I of Form 10-K
(Item 1)(Items 1 and 3)
Part II of Form 10-K
(Items 7, 8)
Part IV of Form 10-K
(Item 14)
20002002 Definitive Proxy Statement dated
June 9, 20007, 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, 20002002
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, Events Subsequent
to the End of the Quarter, 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 Year 2000, Euro Conversion 5
Item 2 - Properties 10
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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
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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 1413
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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 2223
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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 heat-transfer and heat
storagethermal management
technology serving vehicular, industrial, commercial, electronic
and building HVAC (heating, ventilating, air conditioning)
markets. Modine develops, manufactures, and markets heat exchangersthermal
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;
- Farm implement manufacturersAgricultural and construction equipment manufacturers;
- Heating and cooling equipment manufacturers;
- Construction contractors;
- Wholesalers of plumbing and heating equipment;
- Radiator repair shops;
and
- Wholesalers and installers of auto repair parts.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-original
equipment manufacturers of on-highway and off-highway
vehicles, as well as to industrial-industrial and commercial-equipmentcommercial equipment
manufacturers, located primarily in North America;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;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-equipmentoriginal equipment manufacturers of on-
highway and off-highway vehicles and European industrial
equipment manufacturers, and the vehicular replacement market from
business units in Europe.
manufacturers.
The Company has assigned specific business units to a segment based
principally on these defined markets and their geographical location.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 1999 1998
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Modules/Packages 27% 22% 23%
Radiators & Radiator 31% 32% 33%
Cores 27% 29% 29%
Oil Coolers 15% 16% 15%
Charge-Air Coolers 9% 9% 9%
Vehicular Air 12% 12% 14%
Conditioning Oil Coolers 16% 16% 17%
Charge Air Coolers 9%7% 8% 9%10%
Building HVAC 7% 7% 7%
Modules/Packages 22% 22% 17%Electronics 4% 5% 3%
Miscellaneous 3% 3% 3%4% 4%
EGR Coolers 1% 0% 0%
Developments and Strategy
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We remain committed to the vision of "creatingcreating value through technology."by focusing on
customer partnerships and providing innovative solutions for our
customer's thermal problems. We will continue usingto use our intellectual skills and
resources to strengthen our position in key traditional markets. At
the same time, we will leverage those strengths into new dynamic, rapidly growing markets that
need heat-
transferheat-transfer solutions to solve complex problems.
The creation process encompassesFrom a growth as a key focus for Modine. We
have identified many waysperspective, we are pursuing strategies to continue buildinggrow our
basicbest-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 increasing marketshare, providing morelongstanding customer relationships, superior
technology, improved service, and increased content per application,vehicle. We
are increasing market penetration and making strategic acquisitions. An ongoing process is in placecontent per vehicle by
continuing to evaluate the markets that we currently servemove from components to systems and by utilizing just-
in-sequence assembly plants to allocateprovide more value to our resources to those with the best growth opportunities.customers.
We are also focusing on the most-promisingmost 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 is a key focusare critical
focuses for Modine. We are concentrating heavily on managing our
selling, general, and administrative expenses through numerous
cost-saving initiatives, a reevaluationcontinuing evaluation of our processes,
and control of staff costs. In addition, we are evaluatingcontinue to evaluate
the profitability of current product lines and plants, with the
objective of improving our overall returns. A last, key focus involves asset utilization. WeEvidence 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 Denmark
EnglandUnited 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 industrialelectronic 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 19. Business Segments"21. Segment and Geographic
Information" on pages 31-3335-36 of our 20002002 Annual Report.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 11.1%11%, 11.5%12% and 12.6%12% for fiscal years ended in 2000, 19992002,
2001 and 1998,2000 respectively. Estimated after-tax earnings on export
sales as a percentage of total net earnings were 11.1%11%, 11.5%12% and 12.6%12% for
fiscal years ended in 2000, 19992002, 2001 and 1998,2000, respectively. Royalties
from foreign licensees as a percentage of total after-tax earnings
were 4.8%13%, 5.5%25% and 2.5%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 share 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 20002002 Annual Report to
Shareholders and is incorporated herein by reference at Note 1921 on
pages 31-3335-36 therein.
Events Subsequent to the End of the Quarter
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On June 9, 2000, the Company mailed its Annual Report to Shareholders
and released its sales forecast for the upcoming year. See Current
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Reports on Form 8-K at page 21 herein for further details.
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 divisionsaffiliates of some of its major 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 better 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 have askedcontinue to ask the Company,
as they have asked allwell as their other primary suppliers, to participate directly and
more substantially in research and development, design, and validation
responsibilities thatresponsibilities. That has resulted and should continue to result in
stronger customer relationships and more partnership opportunities.opportunities for
the Company.
Customer Dependence
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Ten customers accounted for approximately 45.9%51% of the Company's sales
in the fiscal year ended March 31, 2000.2002. These customers, listed
alphabetically, were: BMW, Caterpillar, DaimlerChrysler, Fiat, Ford,
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 supplysales 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, (including additional capacityreduced by
planned to become
operational this year)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 2001.2003.
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 2001.
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.
See also Item 3 -
Legal Proceedings.
Research and Development
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The Company remains committed to its vision of "creatingcreating value
through technology." Company-sponsored research activities relate
to the development of new products, processes orand services, or the
improvement of existing products, processes, and services.
ExpendituresResearch expenditures in fiscal 2002 amounted to $29,877,000; in
fiscal 2001 amounted to $28,059,000; and in fiscal 2000 amounted
to $20,528,000; in fiscal 1999 amounted to $18,252,000;
and in fiscal 1998 amounted to approximately $16,816,000.$23,011,000. There were no significantmaterial expenditures on research
activities that were customer-
sponsored.customer-sponsored. Over the course of the
last few years, the Company has become involved in a number of
industryindustry- or universityuniversity- 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 has a long standing corporate environmental policy which
demonstrates the Company'sis 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 compliance with all environmental laws and regulations worldwide.
Modine continuesthe tools needed to appraise environmental issues and regulatory
compliance with a proactive approach. The benefits realized from the
Company's environmental programs include conservedconserve resources, more
efficientimprove
manufacturing processes, minimizedprocess efficiency, minimize liability exposure and
reducedreduce 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 Company constantly examinesreduced 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
operations and processes to minimize their impact on the environment.
In calendar 1996,environment are
also evidenced by a marked reduction in its use of toxic
chemicals. Each year, the Company revised its corporate waste
minimization program, which originated in 1991,United States Environmental Protection
Agency ("USEPA") requires companies to encompass all
by-productsreport on their
environmental releases of the manufacturing process in North America. Despite
the increases in North American sales volumes from calendar 1996toxic chemicals, including air
emissions, water discharges, and landfilled wastes. From 1995
to 1999, the company2000, Modine's US locations achieved a 26%56% (532,000 pounds)
reduction in by-product
generation over that same period.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","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 willwhich now require
investigative and/or remedial work to ensure sufficient
protection to the environment.
FiveThree of the Company's manufacturing facilities currently have
been identified as requiring soil and/or groundwater remediation.
Because of the joint and several liability of former landowners and contractual
obligations, and certain state programs that provide for partial
reimbursement of certain remediation costs, 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 Environmental Protection Agency ("EPA")EPA has designated Modine as
a potentially responsible party ("PRP") for remediation of six
waste disposal sites. These sites are not company ownedcompany-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 Modinethe Company is relatively low ("de
minimis"), there may be insufficient documentation linking Modine to
the site, and the other PRPs have the financial resources to meet
their obligations.low.
Environmental regulations, as well as the company'sCompany's policy to
improve continuously improve upon its environmental management programs,
will require significant capital equipment expenditures over the coming
years. For the fiscal year ending March 31, 20002002, capital
expenditures related to environmental projects were $1.1$0.2 million.
These environmental expenditures includeincluded capital outlays to retrofit existing
facilities, as well as those associated with new facilities and
other compliance costs. Modine currently expects expenditures
for environmentally relatedenvironmentally-related capital projects to be about $2.5$0.5
million in fiscal 2001.year 2003.
Environmental expenses charged to current operations, including
remediation costs, totaled about $3.5$3.8 million for the fiscal year
ending March 31, 2000.2002. These expenses includerelated to solid waste
disposal,
and operating and maintenance costs incurred in conducting
environmentalroutine compliance activities;activities, and for other matters. Operating
expenses of some facilities, including environmentally-related
plant closure costs, may increase during fiscal year 2001 because of such charges2003, but
the competitive position of the Company is not expected to change
materially. Although environmental
costs are substantial, theThe Company has no reason to believe suchthat
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 atas of March 31, 2000,2002 was
approximately 8,300.
7,700.
Seasonal Nature of Business
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Distributed Products may still experience a degree of seasonality since the
demand for aftermarket and HVAC products are affected by weather
patterns, constructions starts,construction, and other factors. On an overall Companycompany
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 netnet- 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
- -------------------- -------- ------- ------- ------- ------- -----------
($ 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 $283,847 $286,691 $283,520 $285,211 $1,139,269291,388 296.161 291,298 296,109 1,174,956
1999 273,104 272,961 284,355 281,027 1,111,447279,376 278,341 291,002 287,874 1,136,593
1998 256,923 260,806 267,699 254,990 1,040,418
1997 248,514 254,224 252,972 243,336 999,046
1996 239,216 254,292 252,817 244,168 990,493262,213 266,951 274,714 262,237 1,066,115
Five-year 260,321 265,795 268,273 261,746 1,056,135282,810 278,925 278,568 274,462 1,114,765
Average
Percent 25% 25% 25% 25% 100%
of Year
Working Capital Items
- ---------------------
The Company's products for the original equipment market are
manufactured on an as ordered basis. Therefore,as-ordered basis, which makes large
inventories of such products areunnecessary. In addition, the
Company does not necessary, nor is theexperience a significant amount of products
returned
significant.products. In the HVAC and aftermarket areas, due to the
extensive distribution systems and seasonal sales programs,
varying levels of finished goods inventory are necessary.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.
Year 2000
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Information required hereunder regarding Year 2000 is incorporated by
reference from the Company's 2000 Annual Report to Shareholders,
pages 16 and 17, attached as Exhibit 13.
Euro Conversion
- ---------------
Information required hereunder regarding Euro Conversion is
incorporated by reference from the Company's 2000 Annual Report to
Shareholders, at page 17, attached as Exhibit 13.
ITEM 2. PROPERTIES.
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The Company's world headquarters, including general offices, along withand
laboratory, experimental and tooling facilities, are maintained
in Racine, Wisconsin. Additional technical support functions are
located in Harrodsburg, Kentucky and Bernhausen,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 segmentoperating-segment basis, are as
follows:
Type of Original Distributed European Corporate &
Facility Equipment Products Operations Other Total
-------- --------- ----------- ---------- ----------- -----
Manufacturing 16 7 1213 9 -- 3538
Distribution -- 4 15 -- -- 5
Sales & Service
Centers/Offices 2 13 2022 8 1 3633
Joint Ventures 2 3 3 65
Total 18 24 3640 19 4 82
The Company's81
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
-------- ------- ------ ------- ------- ------- -----
Manufacturing 2223 13 -- 2 -- -- 3538
Distribution 4 1 -- -- -- 5
Sales & Service
Centers/Offices 14 2013 18 -- 1 1 3633
Joint Ventures 1 3 1-- 2 2 1 -- 65
Total 41 3740 34 2 4 1 2 1 82
Total square footage of the 82 facilities is approximately 8,263,635
square feet.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, and theirused. Their productive capacity is, from time to time,
adjusted
andreduced or expanded as necessitated by productnecessary to meet changing market considerationsconditions
and customer
growth.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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In the normal course of business, the Company and its subsidiaries are
named as defendants in various lawsuits and enforcement proceedings--------------------------
Certain information required hereunder is incorporated by
private parties, the Occupational Safety and Health Administration, the
Environmental Protection Agency, other governmental agencies, and others
in which claims, such as personal injury, property damage, or antitrust
and trade regulation issues, are asserted against the Company. While the
outcome of these proceedings is uncertain, in the opinion ofreference
from the Company's management and counsel, any liabilities that may result from such
proceedings are not reasonably likelyAnnual Report to have a material effect on the
Company's liquidity, financial condition or results of operations. Many
of the pending damage claims are covered by insurance and, in addition,
the Company from time to time establishes reserves for uninsured liabilities.
The Mitsubishi and Showa Litigation
-----------------------------------
In November 1991, the Company filed a lawsuit against Mitsubishi Motor
Sales of America, Inc., and Showa Aluminum Corporation, alleging
infringement of the Company's patent on parallel-flow air-conditioning
condensers. The suit seeks an injunction to prohibit continued
infringement, an accounting for damages, a trebling of such damages for
willful infringement, and reimbursement of attorneys' fees. In December
1991, the Company submitted a complaint to the U.S. International Trade
Commission (ITC) requesting that the ITC ban the import and sale of
parallel-flow air-conditioning condensers and systems or vehicles that
contain them, which are the subject of the November 1991 lawsuit. In
August, 1997, the ITC issued an Order excluding from U.S. import Showa
condensers that infringe Modine Manufacturing Company's parallel-flow
patent. The ITC's Order covers condensers, their parts, and certain
products including them, such as air-conditioning kits and systems.
It directs the U.S. Customs Service to exclude from importation into the
United States such products manufactured by Showa Aluminum Corporation
of Japan and Showa Aluminum Corporation of America. The decision is
based on a Modine U.S. patent covering condensers with tube hydraulic
diameters less than 0.04822 inches. The Showa companies must certify to
Customs officials that any condenser items imported by them do not
infringe Modine's parallel-flow patent. The Showa companies must also
file annual reports with the ITC regarding their sales of Showa parallel-
flow condensers in the United States.
In July, 1994, Showa filed a lawsuit against the Company alleging
infringement by the Company of certain Showa patents pertaining to
condensers. In June 1995, the Company filed a motion for partial
summary judgment against such lawsuit. In December of 1994, the
Company filed another lawsuit against Mitsubishi and Showa pertaining
to a newly issued patent on parallel-flow air-conditioning
condensers. Both 1994 suits have been stayed pending the outcome of
re-examination in the U.S. Patent Office of the patents involved.
In October of 1999, the U.S. Patent Office Board of Appeals rejected
the Company's 1994 PF patent which rejection is being appealed to the
Court of Appeals for the Federal Circuit.
In October of 1997, Modine was issued a Japanese patent covering
parallel-flow air-conditioning condensers having tube hydraulic
diameters less than 0.070 inches.
In August of 1998, the Company filed a patent infringement suit in
Japan against Showa with respect to this patent seeking an injunction
and damages. Several patents have been issued to Modine by the
European Patent Office, one having been rejected at the opposition
level, which is being appealed and another having been approved at
the opposition level.
All legal and court costs associated with these cases have been
expensed as they were incurred.
Other previously reported legal proceedings have been settled or the
issues resolved so as to not merit further reporting.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.
- ------ ---------------------------------------------------
Omitted as not applicable.
PART II
-------
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
- ------ -------------------------------------------------
STOCKHOLDER MATTERS.
-------------------
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 1999-002001-02 and 1998-99.2000-
01. As of April 1, 2000,March 31, 2002, shareholders of record numbered
approximately 5,914;5,300; it is estimated that beneficial owners
numbered about 14,500.
1999-00 1998-99
--------------------------- ---------------------------17,000.
2001-02 2000-01
---------------------------------------------------------
Quarter High Low Dividends High Low Dividends
First $34.00 $26.50 $.23 $37.500 $32.313 $.21$29.00 $24.06 $ .250 $28.31 $19.94 $ .25
Second 34.13 24.25 .23 36.500 27.750 .2132.00 19.50 .250 29.94 25.00 .25
Third 29.63 23.00 .23 38.625 26.625 .2125.75 19.13 .250 29.38 19.63 .25
Fourth 26.69 21.00 .23 38.000 25.250 .21
---- ----29.08 22.10 .125 28.13 19.00 .25
------ -----
TOTAL $.92 $.84$ .875 $1.00
- --------------------------------------------------------------------------------------------------------------------------------------------
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 $192,158,000 was
available for these purposes at March 31, 2000. (However,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.
- ------ -----------------------
Fiscal Year ended March 31
------------------------------------------------------
2000 1999 1998 1997 1996
Sales (in thousands) $1,139,269 $1,111,447 $1,040,418 $999,046 $990,493
Net earnings (in
thousands) 65,403 73,943 72,471 63,763 61,399
Total assets (in
thousands) 931,107 915,739 759,024 694,955 671,836
Long-term debt (in
thousands) 211,112 143,838 89,587 85,197 87,809
Dividends per share .92 .84 .76 .68 .60
Net earnings per share
- Basic 2.22 2.50 2.44 2.14 2.07
- Assuming dilution 2.20 2.46 2.39 2.10 2.03
Fiscal Year ended March 31
----------------------------------------------------------
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
- ------ -----------------------------------------------------------
AND RESULTS OF OPERATIONS.
-------------------------
Certain information required hereunder is incorporated by reference
from the Company's 20002002 Annual Report to Shareholders, pages 12-20
and 22, attached as Exhibit 13.14-22.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
- ------ -------------------------------------------
The Consolidated Statements of Earnings, and the related
Consolidated Balance Sheets, Statements of Cash Flows,
Shareholders' Investment,Equity, Notes to Consolidated Financial Statements,
and the report of Pricewaterhouse-
CoopersPricewaterhouseCoopers LLP dated April 26, 200030, 2002
appearing on pages 19, 21, 23, 24,
and 25-33, respectively,23-38 of the Company's 20002002 Annual Report to
Shareholders are incorporated herein by reference. With the
exception of the aforementioned information, no other data
appearing in the 20002002 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
ACCOUNTING
- ------ -----------------------------------------------------------------------------------------------------------
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;
- --------------- -----------------------------------------------------------------------------------------
REGISTRANT; EXECUTIVE COMPENSATION.
--------------------------------------------------------
The information about directors and executive officers and
executive compensation on pages 3 - 53-5 and pages 10, 11, 15,12, 16, 17 and
16,18, of the Company's definitive Proxy Statement dated June 9, 20007,
2002 under the headings "Election of Directors," "Nominees to be
Elected," "Directors Continuing in Service," "Executive
Compensation," and "ExecutiveEquity Compensation" attached to this
report is incorporated herein by
reference, but excluding the Officer Nomination and Compensation
Committee Report on Executive Compensation andon page 12 of the
Performance Graph on pages 11-14.Proxy Statement.
Executive Officers of Registrant
Officer
Name Age Position Since
- ---- --- -------- -----
R. T. Savage* 61 Chairman 1981-------
D. R. Johnson* 58 President60 Chairman and Chief Executive Officer 1988
D. B. Rayburn* 52 Executive Vice54 President Operationsand Chief Operating Officer 1991
W. E. Pavlick 66 SeniorD. R. Zakos** 48 Vice President, General Counsel 1979
and 1985
Secretary
E. T. Thomas 46 Group48 Senior Vice President and Chief Financial 1998
Officer
C. R. Katzfey** 53Katzfey 55 Group Vice President 2000
K. A. Feldmann*Feldmann 48 Group Vice President 2000
J. R. Rulseh*** 46 Group Vice President 20002001
A. C. DeVuono 5153 Vice President Technical Servicesand Chief Technology 1996
Officer
R. L. Hetrick 5860 Vice President, Human Resources 1989
R. W. Possehl 5557 Vice President, Administration 1985
A. D. Reid 58 Vice President, Finance and Chief
Financial Officer 1985
R. S. Bullmore 5052 Corporate Controller 1983
G. A. Fahl 4547 Environmental, Health & Safety Officer 1998
C. C. Harper 4648 Chief Information Officer 1998
D. B. Spiewak 4648 Treasurer 1998
D. R. Zakos 46 Associate GeneralM. C. Kelsey**** 37 Senior Counsel and Assistant Secretary 1985
L.2002
* D. Howard*** 56 Group Vice President, Europe 1991
* Prior to March 31 and April 1, 1998: R. T. SavageJohnson was named Chairman President and Chief Executive Officer, (now retired);
D. R. Johnson was President and Chief Operating 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 Highway Products.
** K. A. Feldmann and C. R. Katzfey became officers on
April 1, 2000.2001. Prior to April 1, 2000, K. A. Feldmann2001, Mr. Rulseh was
General Manager of Modine's Heavy Duty Business Unitand Industrial
Division, and more recently, was Managing Director andof Modine
Europe Automotive Division.
**** M. C. R. Katzfey was Truck
Division General Manager.
*** L. D. Howard retiredKelsey became an officer on April 1, 2000.2002. 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 A. C. DeVuono,
E. T. Thomas,
C. C. Harper, and D. B. Spiewak.
Mr. DeVuono joined Modine on March 4, 1996, as Director, Technical
Services. He was promoted to Vice President, Technical Services in
October, 1996. Before joining Modine, he was a staff scientist at
the Lawrence Berkeley National Laboratory of the University of
California. Prior to that, he spent 10 years with Battelle Memorial
Institute in Columbus, Ohio, as a principal research scientist,Spiewak and also has previous affiliations with the teaching faculties of the
Ohio State University and the University of Illinois.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. Harper was promoted to Chief Information Officer on October 21,
1998. Mr. Harper joined Modine in January, 1997 as Director of
Information Systems. Previous to Modine, Mr. Harper had been
employed by Tenneco Incorporated for 14 years in a number of
technical and managerial positions.
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.
Officers are elected annually at the first
meeting of the Board of Directors after the Annual Meeting of
Shareholders.
Information relating to the employment agreements, termination and
change-in-control arrangements is incorporated by reference from the
Company's 1999-20002001-2002 definitive Proxy Statement dated June 9, 2000
attached to this Report7, 2002 at
page 17 and 18 therein.
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.
- ------- -----------------------------------------------------------------------------------------------------------------
MANAGEMENT.
----------
The Company incorporates by reference the information relating to stock
ownership on pages 5 - 75-7 of the Company's definitive Proxy Statement dated
June 9, 20007, 2002 under the headings "Principal Shareholders and Share
Ownership of Directors and Executive Officers, "Principal Shareholders,"
and "Securities Owned by Management" attached to this report is incorporated herein by reference.Management."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
- ------- ----------------------------------------------
The information required by this item is incorporatedCompany incorporates by reference fromthe information contained in the
Company's definitive Proxy Statement dated June 9, 20007, 2002 on page 1820 under
the heading "Transactions" attached to this Report."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, 2000,1999,2002, 2001, and 1998. 192000. 23
Consolidated Balance Sheets at March 31, 20002002
and 1999. 212001. 24
Consolidated Statements of Cash Flows for the
years ended March 31, 2000, 1999,2002, 2001, and 1998. 232000. 25
Consolidated Statements of Shareholders' InvestmentEquity
for the years ended March 31, 2000,
1999,2002, 2001, and
1998. 242000. 26
Notes to Consolidated Financial Statements 25Statements. 27 - 3337
Report of Independent Accountants 33Accountants. 38
* Incorporated by reference from the indicated
pages of the 1999-002001-02 Annual Report to
Shareholders
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, 2000 242002. 23
Schedule II - Valuation and Qualifying Accounts
for the years ended March 31, 2000, 1999,2002, 2001, and
1998. 252000. 24
(3) Consent of Independent Accountants 133Accountants. 28
(4) Exhibit Index 15Index. 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
(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)*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, 1997)2000).
*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). 37
*4(b)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). 40
Reference Number
per Item 601 of
Regulation S-K Page
- ---------------- ----
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
exhibit contained within the Registrant's QuarterlyAnnual Report on Form 10-Q dated
December 26, 1996)10-K for
the fiscal year ended March 31, 2001).
4(b)*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) (filed by reference to the exhibit
contained within the Registrant's Quarterly
Report on Form 10-Q.
*4(c) Bank One Credit Agreement dated December 26, 1997).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)*10(a) Director Emeritus Retirement Plan (effective 186
April 1,1992)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, 1997)2001).
10(b)10(c) Employment Agreement between the Registrant
and D. R. Johnson (filed by reference to the
Registrant's Quarterly Report on Form 10-Q
dated November 1, 1996).
10(c) 1985 Incentive Stock Plan (as amended)B. Rayburn (filed by reference to the
Registrant's Annual Report on Form 10-K for
the fiscal year ended March 31, 1997)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(e)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).
Reference Number
per Item 601 of
Regulation S-K Page
- ---------------- ----
*10(f)10(m) Executive Supplemental Retirement Plan (as
43
amended) (filed by reference to the
Registrant's Annual Report on Form 10-K
for the fiscal year ended March 31, 2000).
10(g)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(h)*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, 1997)2000).
10(i)10(r) 1995 Stock Option Agreement [a part of the
1994 Stock Option Plan for Non-Employee
Directors (as amended)Directors] (filed by reference to the
Registrant's Annual Report on Form 10-K
for the fiscal year ended March 31, 1997)2000).
*10(j) 1995 Stock Award Plan [a part of the 1994
Incentive Compensation Plan]. 48
*10(k) 1995 Stock Option Agreements (incentive and
non-qualified) [a part of the 1994
Incentive Compensation Plan]. 54
*10(l) 1995 Stock Option Agreement [a part of the
1994 Stock Option Plan for Non-Employee
Directors]. 66
10(m)10(s) 1996 Stock Award Plan [a part of the 1994
Incentive Compensation Plan] (filed by
reference to the exhibit contained within
the Registrant's Annual
Report on Form 10-K for the fiscal year
1996)ended March 31, 2001).
10(n)
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 exhibit contained within the Registrant's Annual Report on Form 10-K
for the fiscal year 1996)ended March 31, 2001).
10(o)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
----
is
not materially different from the 1995
Non-Employee Directors Stock Option
Agreement filed with thisRegistrant's Annual
Report on Form 10-K as Exhibit 10(l).
Reference Number
per Item 601 of
Regulation S-K Page
- ---------------- ----
10(p) 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 the Registrant's
Annual Report on
Form 10-K as Exhibit 10(p) for the fiscal
year
1996.
10(q)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
the Registrant's Annual Report on Form 10-K as Exhibit
10(q) for the fiscal year 1996.
10(r)ended March 31,
2001.
10(x) 1997 Stock Option Agreement [a part of the
1994 Stock Option Plan for Non-
EmployeeNon-Employee
Directors].
Note: The 1997 Stock Option Agreement is
----
is
not materially different from the 1995 Non-EmployeeNon-
Employee Directors Stock Option Agreement
filed with thisthe Registrant's Annual Report
on Form 10-K as Exhibit 10(l).
10(s) 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 the Registrant's Annual
Report on Form 10-K as Exhibit 10(p) for
the fiscal year 1996.
10(t)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
----
are
not materially different from the 1996 Stock
Option Agreements filed with the Registrant's Annual Report
on Form 10-K as Exhibit 10(q) for the fiscal
year 1996.
Reference Number
per Item 601 of
Regulation S-K Page
- ---------------- ----
10(u)ended March 31, 2001.
10(aa) 1998 Stock Option Agreement [a part of the 1994
Stock Option Plan for Non-
EmployeeNon-Employee Directors].
Note: The 1998 Stock Option Agreement is not
----
not
materially different from the 1995 Non-Employee
Directors Stock Option Agreement filed with
thisthe Registrant's Annual Report on Form 10-K
as Exhibit 10(l).
10(v) 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
----
are
not materially different from the 1996 Stock
Option Agreements filed with the Registrant's Annual Report on
Form 10-K as Exhibit 10(q) for the fiscal
year 1996.
10(w)ended March 31, 2001.
10(ac) 1999 Stock Option Agreement [a part of the
1994 Stock Option Plan for Non-
EmployeeNon-Employee
Directors].
Note: The 1999 Stock Option Agreement is
----
is
not materially different from the 1995 Non-EmployeeNon-
Employee Directors Stock Option Agreement
filed with thisthe Registrant's Annual Report
on Form 10-K as Exhibit 10(l).
*10(x) 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).
72
*10(y)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). 78
Note: The 2000 Stock Option Agreements are
----
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 1996.
11 Not applicable.
12 Not applicable.
*13ended 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 to Shareholders.
Excepton Form 10-K for
the portionsfiscal 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 Report
expressly incorporated by reference,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.
91
16 Not applicable.
18 Not applicable.
*21 List of subsidiaries of the Registrant. 131296
22 Not applicable.
*23 Consent of independent accountants. 133298
24 Not applicable.
*27 Financial Data Schedules -- Fiscal 2000
(electronic transmission only)
28 Not applicable.
*99(a) Definitive Proxy Statement of the Registrant 299
dated June 9, 2000.7, 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.
134
*99(b) Appendix (filed pursuant to Item 304 of 337
Regulation S-T). 156 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:
- ---------------------------
A Current ReportNo current Reports on Form 8-K dated June 9, 2000, was filed by the
Company. This report, filed in connection with the Company's mailing
of its Annual Report to Shareholders and its sales forecast for the
upcoming year contained therein, includes as exhibits (1) the news
release containing the sales forecast and (2) a statement of the
important factors and assumptions regarding forward-looking
statements.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 21, 200019, 2002 By: D. R. JOHNSON
----------------------------------------------------------------
D. R. Johnson, PresidentChairman 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.
R. T. SAVAGE June 21, 2000
- ---------------------------------------- -------------
R. T. Savage, Chairman and Director Date
D. R. JOHNSON June 21, 200019, 2002
- ------------------------------------------------------------------------------------ -------------
D. R. Johnson, PresidentChairman and Date
Chief Executive Officer and Director
A. D. REIDB. RAYBURN June 21, 200019, 2002
- ------------------------------------------------------------------------------------ -------------
A. D. Reid,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
W. E. PAVLICKD. R. ZAKOS June 21, 200019, 2002
- ------------------------------------------------------------------------------------ -------------
W. E. Pavlick, SeniorD. R. Zakos, Vice President, Date
General Counsel and Secretary
R. J. DOYLE June 21, 200019, 2002
- ------------------------------------------------------------------------------------ -------------
R. J. Doyle, Director Date
F. P. INCROPERA June 21, 200019, 2002
- ------------------------------------------------------------------------------------ -------------
F. P. Incropera, Director Date
F. W. JONES June 21, 200019, 2002
- ------------------------------------------------------------------------------------ -------------
F. W. Jones, Director Date
D. J. KUESTER June 21, 200019, 2002
- ------------------------------------------------------------------------------------ -------------
D. J. Kuester, Director Date
V. L. MARTIN June 19, 2002
- -------------------------------------------- -------------
V. L. Martin, Director Date
G. L. NEALE June 21, 200019, 2002
- ------------------------------------------------------------------------------------ -------------
G. L. Neale, Director Date
M. C. WILLIAMS June 21, 200019, 2002
- ------------------------------------------------------------------------------------ -------------
M. C. Williams, Director Date
M. T. YONKER June 21, 200019, 2002
- ------------------------------------------------------------------------------------ -------------
M. T. Yonker, Director Date
REPORT OF INDEPENDENT ACCOUNTANTSReport of Independent Accountants on
Financial Statement Schedules
To the Shareholders and Board of Directors
Modine Manufacturing CompanyCompany:
Our audits of the consolidated financial statements referred to
in our report dated April 26, 200030, 2002 appearing in the 2002 Annual
Report to Shareholders of Modine Manufacturing Company and its Subsidiaries (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 26, 200030, 2002
MODINE MANUFACTURING COMPANY AND SUBSIDIARIES
(A Wisconsin Corporation)
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
for the years ended March 31, 2000, 19992002, 2001 and 19982000
($ 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
- ----------- ---------- ---------- ----------- ---------- -------
2000:---------- --------
2002:
Intangible Assets-
Accumulated
Amortization $23,852 $8,390 $(1,093)$35,302 $9,065 $(330)(B) $ 80(C) $31,069
-------$6,700(C) $37,337
------ ----------- --------- ------------ -------- -------- ------
Allowance for
Doubtful Accounts $ 3,749 $1,173 $ (8)$2,459 $2,086 $(39)(B) $ 478(A) $ 4,436$1,289(A) $3,217
----- ----- ------- ------ ----------- --------- --------------- -----
Valuation
Allowance for
Deferred Tax Assets $ 5,154 $4,298(D) $ 856$592 $0 $(35)(B) $0 $557
--- - ------- --------- -------
1999:- ---
2001:
Intangible Assets-
Accumulated
Amortization $17,150 $5,856 $ 846(B) $ 0(C) $23,852
-------$31,232 $6,875 $(390)(B) $2,415(C) $35,302
------ ----------- --------- ------------ -------- -------- ------
Allowance for
Doubtful Accounts $ 4,585 $ (427) $ 5(B) $ 414(A) $ 3,749$4,474 $(1,311) $(54)(B) $650(A) $2,459
----- ------- ------- ----------- --------- ------------- -----
Valuation
Allowance for
Deferred Tax Assets $ 3,947 $1,304(D) $ 97(D) $ 5,154$856 $(237)(E) $(27)(B) $0 $592
---- -------- ------- --------- --------- -------
1998:- ---
2000:
Intangible Assets-
Accumulated
Amortization $12,885 $4,761 $ (496)$23,917 $8,488 $(1,093)(B) $ 0(C) $17,150
-------$80(C) $31,232
------ ------------ --------- ------------ ---------- ----- ------
Allowance for
Doubtful Accounts $ 4,140 $1,029 $ (70)$3,845 $1,233 $(8)(B) $ 514(A) $ 4,585
-------$596(A) $4,474
----- ----- ------ ------------ --------- ------------- -----
Valuation
Allowance for
Deferred Tax Assets $ 4,127 $ 644(D) $ 824(D) $ 3,947
------- --------- --------- -------$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.intangibles
(D) Includes foreign operating losses and tax credit carryforwards.
(E) Includes the effect of new tax rate recently enacted in Germany.