please do 3, 4, and 5(there is no additional information)

3. Read the auditor's opinion. What firm signed the audit report? What are the audit firm's responsibilities with respect to the audit report? How does the auditor describe the audit process? What conclusion does the auditor draw about the financial reports. 4. What does management discuss in the section of Management Discussion and Analysis? 5. Did the company report any discontinued operations, extraordinary items, or changes in accounting principles over the past year? If so, how did these items affect earnings per share? Tuhle of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Modine Manufacturing Company Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(1), and the financial statement schedule listed in the index appearing under Item 15(a)(2), of Modine Manufacturing Company and its subsidiaries (the "Company") (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of March 31, 2021, based on criteria established in internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained in all material respects, effective internal control over financial reporting as of March 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Changes in Accounting Principles As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in fiscal 2020. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company: (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company, and (ii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Tohle of contents Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Goodwill Impairment Assessment - CIS Reporting Units As described in Notes 1 and 14 to the consolidated financial statements, the Company's consolidated goodwill balance was $170.7 million as of March 31, 2021, and the goodwill associated with the CIS reporting units was $155.9 million Management assesses goodwill for impairment annually as of March 31 of each year, or more frequently if events or circumstances change that would, more likely than not, reduce the fair value of a reporting unit below its carrying value. Management determines the fair value of a reporting unit based upon the present value of estimated future cash flows. Determining the fair value of a reporting unit involves judgment and the use of significant estimates and assumptions by management, which include assumptions regarding the revenue growth rates and operating profit margins used to calculate estimated future cash flows, the risk-adjusted discount rates, business trends and market conditions. The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the CIS reporting units is a critical audit matter are (i) the significant judgment by management when determining the fair value of the reporting units: (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating evidence relating to management's estimated future cash flows and significant assumptions related to revenue growth rates, operating profit margins, and the risk-adjusted discount rates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the goodwill impairment assessment, including controls over the estimated fair value of the CIS reporting units. These procedures also included, among others, testing management's process for developing the fair value estimates: evaluating the appropriateness of the discounted cash flow model; testing the completeness, accuracy, and relevance of underlying data used in the model; and evaluating the significant assumptions used by management related to revenue growth rates, operating profit margins, and risk-adjusted discount rates. Evaluating management's assumptions related to revenue growth rates and operating profit margins involved evaluating whether the assumptions used were reasonable considering (i) the current and past performance of the reporting units, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company's discounted cash flow model and the risk-adjusted discount rates significant assumption. is/ PricewaterhouseCoopers LLP Milwaukee, WI May 27, 2021 We have served as the Company's auditor since 1935. 80 Table of contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Not applicable. ITEM 9A. CONTROLS AND PROCEDURES. Conclusion Regarding Disclosure Controls and Procedures As of the end of the period covered by this Annual Report on Form 10-K, management of the Company, under the supervision, and with the participation of the Company's President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures, at a reasonable assurance level, as defined in the Securities Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation, the President and Chief Executive Officer and Executive Vice President, Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective, at a reasonable assurance level, as of March 31, 2021. Management's Report on Internal Control Over Financial Reporting The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(1) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. The Company's internal conirol over financial reporting is a process designed by, or under the supervision of the Company's President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, and effected by the Company's board of directors, management and other personnel to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company: (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management, with the participation of the Company's President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, assessed the effectiveness of the Company's internal control over financial reporting as of March 31, 2021. In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013)." Based upon this assessment, management concluded that, as of March 31, 2021, the Company's internal control over financial reporting was effective. The effectiveness of the Company's internal control over financial reporting as of March 31, 2021 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein. Changes in Internal Control Over Financial Reporting, durine the fol that has here in 2021 2020 s 70.9 292.5 207.4 ASSETS Cash and cash equivalents Trade accounts receivable -net Inventories Assets held for sale Other current assets Total current assets Property, plant and equipment-net Intangible assets - net Goodwill Deferred income taxes Other noncurrent assets Total assets 37.8 267.9 195.6 107.6 35.9 644.8 269.9 100.6 170.7 24.5 66.2 1.276.7 62.5 633.3 448.0 106.3 166.1 104.8 77.6 1,536.1 $ S s 14.8 15.6 227.4 65.0 LIABILITIES AND SHAREHOLDERS' EQUITY Short-term debt Long-term debt - current portion Accounts payable Accrued compensation and employee benefits Liabilities held for sale Other current liabilities Total current liabilities Long-term debt Deferred income taxes Pensions Other noncurrent liabilities Total liabilities Commitments and contingencies (see Note 20) Shareholders' equity Preferred stock. $0.025 par value, authorized 16.0 million shares, issued - none Common stock, $0.625 par value, authorized 80.0 million shares, issued 54.3 million and 53.4 million shares Additional paid-in capital Retained earnings Accumulated other comprehensive loss Treasury stock, at cost, 27 million and 2.5 million shares Total Modine shareholders' equity Noncontrolling interest Total equity Total liabilities and equity 1.4 21.9 3.9 66.5 103.3 42.2 469.2 311.2 5.9 58.6 75.7 920.6 49.2 372.0 452.0 8.1 130.9 79.5 1,042.5 33.9 255.0 259.2 (161.2 (38.2 348.7 7.4 356,1 1,276,7 33.3 245.1 469.9 (223.3 (37.1 4879 5.7 493.6 1,536.1 $ S The notes to consolidated financial statements are an integral part of these statements. 46 Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (a) $50,000,000 Total Number of Shares Purchased as part of Publicly Announced Plans or Programs Average Price Paid Per Share Total Number of Shares Purchased Period January 1 - January 31, 2021 February 1 - February 28, 2021 8.816 (b) $14.52 $50.000.000 March 1 - March 31, 2021 7.088 (b) $15.25 $50,000,000 Total 15.904 (b) $14.85 (a) Effective November 5, 2020, the Board of Directors approved a two-year, $50.0 million share repurchase program, which allows the Company to repurchase Modine common stock through solicited and unsolicited transactions in the open market or in privately-negotiated or other transactions, at such times and prices and upon such other terms as the authorized officers of the Company deem appropriate. (b) Consists of shares delivered back to the Company by employees and/or directors to satisfy tax withholding obligations that arise upon the vesting of stock awards. The Company, pursuant to its equity compensation plans, gives participants the opportunity to turn back to the Company the number of shares from the award sufficient to satisfy tax withholding obligations that arise upon the termination of restrictions. These shares are held as treasury shares. 21 Table of contents PERFORMANCE GRAPH The following graph compares the cumulative five-year total return on our common stock with similar returns on the Russell 2000 Index and the Standard & Poor's (S&P) Mid Cap 400 Industrials Index. The graph assumes a $100 investment and reinvestment of dividends. Comparison of Cumulative Five Year Total Return $250 $200 $150 $100 $50 $0 03/31/16 03/31/17 03/31/18 03/31/19 03/31/20 03/31/21 Modine Manufacturing Company Russell 2000 Index + S&P Midcap 400 Industrials Index 100 Indexed Returns Initial Investment Years ended March 31, Company/Index March 31, 2016 2017 2018 2019 2020 2021 Modine Manufacturing Company 100 110.81 192.10 125.98 $ 29.52 $ 134.15 Russell 2000 Index 100 126.22 141.10 143.99 109.45 213.26 S&P Mid Cap 400 Industrials Index 124.60 145.10 146.90 119.46 224.07 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Overview Founded in 1916, Modine Manufacturing Company is a global leader in thermal management systems and components, bringing heating and cooling technology and solutions to diversified global markets. We operate on five continents, in 16 countries, and employ approximately 10,900 persons 8.8 The Company classified the assets and liabilities of the liquid and air-cooled automotive businesses as held for sale on the March 31, 2021 consolidated balance sheet. The major classes of assets and liabilities held for sale were as follows: March 31, 2021 ASSETS Cash and cash equivalents 8.0 Trade accounts receivables - net 54.4 Inventories 24.7 Other current assets 12.8 Property, plant and equipment - net 164.0 Other noncurrent assets Impairment of carrying value (165.1) Total assets held for sale 107.6 LIABILITIES Short-term debt 5.0 Accounts payable 46.3 Accrued compensation and employee benefits 15.5 Other current liabilities 12.2 Pensions 17.8 Other noncurrent liabilities 6.5 Total liabilities held for sale 103.3 The Company will reassess the liquid-cooled disposal group's fair value less costs to sell at each reporting period that it is held for sale until the transaction is completed. The Company expects to record a loss on sale of approximately $20.0 million to $30.0 million upon transaction completion. The loss on sale recorded will be impacted by changes in working capital, costs to sell, net actuarial losses in accumulated other comprehensive loss materially from the Company's estimate related to the disposal group's pension plans, and cumulative translation adjustments. It is possible that the loss on sale recorded could differ Note 3: Revenue Recognition The Company generates revenue from selling innovative thermal management products and solutions to diversified global markets and customers. The Company recognizes revenue based upon consideration specified in a contract and as it satisfies performance obligations by transferring control over its products to its customers, which may be at a point in time or over time. The majority of the Company's revenue is recognized at a point in time, based upon shipment terms. The Company records an allowance for credit losses and accrues for estimated warranty costs at the time of sale. These estimates are based upon historical experience, current business trends, and current economic conditions. The Company accounts for shipping and handling activities as fulfilment costs rather than separate performance obligations, and records shipping and handling costs in cost of sales and related amounts billed to customers in net sales. The Company establishes payment terms with its customers based upon industry and regional practices, which typically do not exceed 90 days. As the Company expects to receive payment from its customers within one year from the time of sale, it disregards the effects of the time value of money in its determination of the transaction price. The Company has not disclosed the value of unsatisfied performance obligations because the revenue associated with customer contracts for which the original expected performance period is greater than one year is immaterial, The following is a description of the Company's principal revenue-generating activities: Building HVAC Systems ("BHVAC") The BHVAC segment principally generates revenue from providing a variety of heating, ventilating, and air conditioning products, primarily for commercial buildings and data centers in North America and the U.K., as well as mainland Europe and the Middle East. Heating products are manufactured in the U.S. and are largely sold to independent distributors, who in turn market the heating products to end customers. Because these products are sold to many different customers without contractual or practical limitations, the BHVAC segment recognizes revenue at the time control is transferred to the customer, generally the independent distributor, based upon shipping terms, which is generally upon shipment. 35 Table of Contents ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. MODINE MANUFACTURING COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS For the years ended March 31, 2021, 2020 and 2019 (In millions, except per share amounts) $ 2021 1.808.4 1.515.0 293.4 210.9 13.4 166.8 2020 1,975.5 1.668.0 307.5 249.6 12.2 8.6 (0.8) 37.9 (22.7 (4.8 10.4 (12.4) Net sales Cost of sales Gross profit Selling, general and administrative expenses Restructuring expenses Impairment charges (Gain) loss on sale of assets Operating loss) income Interest expense Other expense - net (Loss) earnings before income taxes (Provision) benefit for income taxes Net (loss) earnings Net earnings attributable to noncontrolling interest Net (loss) earnings attributable to Modine Net (loss) earnings per share attributable to Modine shareholders: Basic Diluted Weighted average shares outstanding: Basic Diluted The notes to consolidated financial statements are an integral part of these statements. 2019 2.212.7 1,847.2 365.5 244.1 9.6 0.4 1.7 109.7 (24.8 (4.1 80.8 5.1 85.9 (1.1 84.8 (97.7) (19.4) (2.2 (119.3 (90.2 (209.5) (1.2 (210.7 (2.0 (0.2 (2.2 $ $ (4.11) $ 14.11) $ (0.04) (0.04 1.67 1.65 $ S 51.3 51.3 50.8 50.8 50.5 51.3 44 Tahle of Contents MODINE MANUFACTURING COMPANY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the years ended March 31, 2021, 2020 and 2019 (In millions) 2021 (2095) $ 2020 (2.0) 2019 85.9 S Net (loss) earrings Other comprehensive income (loss): Foreign currency translation Defined benefit plans, net of income taxes of $10.4. ($8.3) and (503) million Cash flow hedges, net of income taxes of $0.6, (50.5) and $0.1 million Total other comprehensive income (loss) Comprehensive income (loss) Comprehensive (income) loss attributable to noncontrolling interest Comprehensive income (loss) attributable to Modine 30.9 30.1 1.6 62.6 (19.2 (24.6 (1.5) (45.3) (37.6 (1.4 0.4 (38.6 111 (146.9 (1.7 (148.6) (47.3 0.2 (47.1) S 47.3 (0.6 46.7 The notes to consolidated financial statements are an integral part of these statements. MODINE MANUFACTURING COMPANY CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For the years ended March 31, 2021, 2020 and 2019 (In millions) Additional Treasury Common stock paid-in Retained Accumulated other stock, Non-controlling Shares Amount Capital Total earnings comprehensive loss at cost interest 32.7 s 52.3 $ 229.9 $ 394.9 $ (140.3) $ (27.1) $ 8.4 $ 498.5 (7.6) 84.8 1.1 (7.6 85.9 (38.1) (0.5) 0.5 0.3 0.8 (4.3 7.9 (1.8) 52.8 33.0 238.6 (178.4) (31.4) 541.1 472.1 (2.2 7.2 0.2 Balance, March 31, 2018 Adoption of new accounting guidance (Note 1) Net earnings Other comprehensive loss Stock options and awards Purchase of treasury stock Stock-based compensation expense Dividend paid to noncontrolling interest Balance, March 31, 2019 Net (Loss) earnings Other comprehensive loss Stock options and awards Purchase of treasury stock Stock-based compensation expense Dividend paid to noncontrolling interest Balance, March 31, 2020 Net Closs) earnings Other comprehensive income Stock options and awards Purchase of treasury stock Stock-based compensation expense Balance, March 31, 2021 (44.9 (0.4) 0.6 0.3 (0.1 el18 A G A @ GB 2 @ E E|| ... (5.7) 6.6 53.4 33.3 245.1 (223.3) (37.1) 469.9 (210.7 HIER (1.3) 5.7 1.2 493.6 (209.5 62.1 0.5 0.9 0.6 3.6 (1.1 &.... 6.3 255.0 $ 54.3 $ 33.9 s 259,25 (1612) $ (382) $ 7.4 356.1 The notes to consolidated financial statements are an integral part of these statements