EXHIBIT 99
IMPORTANT FACTORS AND ASSUMPTIONS
REGARDING FORWARD-LOOKING STATEMENTS
These cautionary statements are being made pursuant to the provisions
of the Private Securities Litigation Reform Act of 1995 and with the
intention of obtaining the benefits of the "safe harbor" provisions
of the Act. Investors are cautioned that any forward-looking
statements made by Modine are not guarantees of future performance
and that actual results may differ materially from those in the
forward-looking statements as a result of various factors, including:
customers' integration of products currently being supplied by Modine;
the success of Modine or its competitors in obtaining the business of
the customer base; the ability to pass on increased costs to customers;
variations in currency-exchange rates in view of a large portion of
Modine's business being non-domestic; labor relations at Modine, its
customers, and its suppliers, which may affect the continuous supply
of product; and the ability to improve acquisitions' operations.
In making statements about Modine's fiscal-2001 operating results,
management has assumed relatively stable economic conditions in the
United States and worldwide, no unanticipated swings in the business
cycles affecting customer industries, and a reasonable legislative and
regulatory climate in those countries where Modine does business.
Readers are cautioned not to place undue reliance on Modine's
forward-looking statements, which speak only as of the date such
statements are made.
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