Business Description

1 ​ ITEM 1A. RISK FACTORS. 13 ​ ITEM 1B. UNRESOLVED STAFF COMMENTS. 24 ​ ITEM 1C. CYBERSECURITY. 25 ​ ITEM 2. PROPERTIES. 26 ​ ITEM 3. LEGAL PROCEEDINGS. 26 ​ ITEM 4. MINE SAFETY DISCLOSURES. 26 ​ INFORMATION ABOUT OUR EXECUTIVE OFFICERS. 27 PART II ​ ​ ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. 28 ​ ITEM 6. RESERVED 29 ​ ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 30 ​ ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 48 ​ ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. 51 ​ ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. 97 ​ ITEM 9A. CONTROLS AND PROCEDURES. 97 ​ ITEM 9B. OTHER INFORMATION. 97 ​ ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. 98 PART III ​ ​ ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. 98 ​ ITEM 11. EXECUTIVE COMPENSATION. 99 ​ ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. 99 ​ ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. 100 ​ ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. 100 PART IV ​ ​ ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. 100 ​ ITEM 16. FORM 10-K SUMMARY. 100 ​ SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS 101 ​ EXHIBIT INDEX 102 ​ SIGNATURES 107 ​ ​ ​ Table of Contents (This page intentionally left blank.) ​ Table of Contents PART I ITEM 1 . BUSINESS . At Modine Manufacturing Company, we are Engineering a Cleaner, Healthier World ™ . For more than 100 years, we have been a trusted leader in designing, engineering, testing, and manufacturing mission-critical thermal solutions. Our technologies heat, cool and ventilate, with systems that drive performance, efficiency, and reliability for our customers. Our technologies support our mission to improve indoor air quality, lower harmful emissions, enable cleaner running vehicles, and use environmentally friendly refrigerants. We help customers across industries solve complex thermal management challenges and meet increasingly stringent indoor and outdoor air, energy, and water standards. We sell customer-centric thermal management solutions in a wide array of commercial, industrial, and building heating, ventilating, air conditioning, and refrigeration (“HVAC&R”) markets. In addition, we are a leading provider of engineered heat transfer systems and high-quality heat transfer components for use in on- and off-highway original equipment manufacturer (“OEM”) vehicular applications. Our primary customers across the globe include: - Developers and operators of data centers; - Healthcare facility operators and K-12 school systems; - Heating, ventilation and cooling OEMs; - Construction architects and contractors; - Wholesalers of heating equipment; - Agricultural, industrial and construction equipment OEMs; - Commercial and industrial equipment OEMs; and - Truck, bus, automobile and specialty vehicle OEMs. We partner with our customers to provide solutions including systems, services, and components to solve complex heat transfer challenges and are committed to helping them reach their sustainability goals. We focus on product design, from