Modine Manufacturing Company

Investor Presentation May 2019

2

Forward-Looking Statements

This presentation contains statements, including information about future financial performance and market conditions,

accompanied by phrases such as “believes,” “estimates,” “expects,” “plans,” “anticipates,” “intends,” and other similar

“forward-looking” statements, as defined in the Private Securities Litigation Reform Act of 1995. Modine's actual

results, performance or achievements may differ materially from those expressed or implied in these statements

because of certain risks and uncertainties, including, but not limited to those described under “Risk Factors” in Item 1A

of Part I of the Company's Annual Report on Form 10-K for the year ended March 31, 2019 and under Forward-

Looking Statements in Item 7 of Part II of that same report. Other risks and uncertainties include, but are not limited to,

the following: the overall health and price-down focus of Modine’s customers; our ability to successfully execute our

strategic and operational plans, including our evaluation of strategic alternatives for our automotive business within the

VTS segment; uncertainties regarding the costs and benefits of Modine’s restructuring activities; operational

inefficiencies as a result of program launches, unexpected volume increases and product transfers; economic, social

and political conditions, changes and challenges in the markets where Modine operates and competes, including

foreign currency exchange rate fluctuations, tariffs (and any potential trade war resulting from tariffs or retaliatory

actions), inflation, changes in interest rates, recession, restrictions associated with importing and exporting and foreign

ownership, and the general uncertainties about the impact of regulatory and/or policy changes, including those related

to tax and trade, that have been or may be implemented in the U.S. or by its trade partners, and continuing uncertainty

regarding “Brexit”; the impact on Modine of any significant increases in commodity prices, particularly aluminum,

copper, steel and stainless steel (nickel) and other purchased component inventory, and our ability to adjust product

pricing in response to any such increases; the nature of and Modine’s significant exposure to the vehicular industry

and the dependence of this industry on the health of the economy; the concentration of sales within our CIS segment

attributed to one customer; Modine’s ability to recruit and maintain talent in managerial, leadership, and administrative

functions; Modine’s ability to protect its proprietary information and intellectual property from theft or attack; the impact

of any substantial disruption or material breach of our information technology systems; costs and other effects of

environmental investigation, remediation or litigation; and other risks and uncertainties identified by the Company in

public filings with the U.S. Securities and Exchange Commission. Forward-looking statements are as of the date of this

presentation, and the Company does not assume any obligation to update any forward-looking statements.

Business Overview

4

Modine at a Glance

Modine Manufacturing Company has been

leading the way in thermal management

since 1916. We design, manufacture and

test heat transfer products for a wide

variety of applications and markets.

We're at work in practically every corner of

the world, delivering the solutions our

customers need, where they need them.

Ticker MOD (NYSE)

Founded 1916 in Racine, WI

FY’19 Net Sales $2.2 billion

Employees 12,200

59%32%

9% Vehicular ThermalSolutions

Commercial &Industrial Solutions

Building HVACSystems

51%

38%

11%Americas

EMEA

Asia

FY’19 Sales by Geographic Region

FY’19 Sales by Business Segment

A Diversified Industrial Company with a Well Positioned Product Portfolio

5

End-Markets Profile

25%

18%

14%

30%

8%2% 3%

Automotive Commercial Vehicle Off-Highway

Commercial HVAC&R Data Center Industrial Cooling

Other

32% Off-Highway

& Commercial

Vehicle

79%

19%2%

Commercial HVAC

Data Center

Other

72%

21%

7%Commercial HVAC&R

Data Center

Industrial (Power &Other)

40%

29%

23%

8%Automotive

Commercial Vehicle

Off-Highway

Other

FY’19 Sales - Vehicular Thermal Solutions

FY’19 Sales - Commercial & Industrial Solutions

FY’19 Sales - Building HVAC Systems

25% Auto41% CIS & BHVAC

66

Best-in Class Thermal Management Solutions

$212M (9%)FY’19 NET SALES

----------------------

• Large install base, barrier to

entry

• Long-term distributor

relationships

• Increased focus on energy

efficiency and total cost of

ownership

• Demand for free-cooling and

full product-line solutions

BuildingHVAC Systems

(BHVAC)

$708M (32%)FY’19 NET SALES

----------------------

• Growing global demand

across multiple verticals:

— AC in commercial and

residential markets

— Chilled and frozen food

consumption

— Data storage

• New regulations driving

demand for energy efficiency

and alternative refrigerants

Commercial & Industrial Solutions

(CIS)

$1,352M (59%)FY’19 NET SALES

----------------------

• Engine Product solutions and

Powertrain Cooling (PTC)

• New heat exchangers needed

to meet emissions standards

and demand for advanced

technologies, such as

electrification

• Customers demand global

product design, quality

standards & support

Vehicular Thermal Solutions

(VTS)

7

Product Overview

Segment Product Offerings

VTSPowertrain Cooling / Engine Products

• Radiators

• Charge-air-Coolers (and Liquid cooled)

• Oil Coolers (Air and Liquid cooled)

• Exhaust Gas Recirculation Coolers (EGRCs)

• Battery Cooling & Heating

• Cooling Modules

CIS• Coils

– Heat Exchanger/Microchannel

• Coolers

– Remote Condensers

– Transformer Oil Coolers

• Coatings

– Electro® Fin Coating

– Insitu® spray Coating

BHVAC• Unit/Infrared Heaters

• Duct Furnaces

• Make-up Air Units

• Single Packaged Vertical Units

• Commercial Hydronic Units

• Chillers

• Air Handling Units

• Precision AC

8

Customer ProfileV

TSC

ISB

HV

AC

Effinity™ Heating Atherion® Ventilation DeltaChill™ FreeCool School Systems

9

Financial Highlights and Outlook

FY’19 Results

• Net sales up 5% to $2.2 billion

• Adjusted operating income up 10% to

$131.9 million

• Adjusted EPS up $.03 to $1.57

• Free cash flow of $29.4 million

decreased $23.8 million

FY’20 Guidance

• Net sales flat to +5%

• Adjusted operating income of $135 to

$145 million up 2% to 10%

• Adjusted EPS of $1.55 to $1.70

• Free cash flow outlook driven by

projected earnings growth and

working capital improvement

* See Appendix for Non-GAAP reconciliations

$1,000

$1,500

$2,000

$2,500

FY16 FY17 FY18 FY19 FY20

Net sales

$(25)

$-

$25

$50

$75

FY16 FY17 FY18 FY19 FY20

Free Cash Flow

$50

$75

$100

$125

$150

FY16 FY17 FY18 FY19 FY20

Adjusted OpInc

Strategy Review

11

11

• Utilize balance sheet to pursue strategic acquisitions

• Focus R&D, product development and commercial pursuit in higher growth areas

• Leverage advantaged global product platforms

Gro

w

Strengthen, Diversify and Grow

• Become a diversified, global industrial thermal management company

• Diversify end markets and reduce customer concentration

• Improve the operating margin, cash flow and valuationGO

ALS

• Optimize global manufacturing capabilities

• Globalize organizational structure

• Achieve operational and SG&A expense reductions

Stre

ngt

he

n

• Invest both organically and inorganically in Building HVAC, Coils and other Industrial applications

Div

ers

ify

12

12

Strategic Transformation

Launched Strengthen Diversify

& Grow (Oct 2015)

Acquired Luvata HTS(Nov 2016)

Announced Strategic Review of

Modine’s Automotive

Business(Jan 2019)

• Since the end of Fiscal 2016, Modine has achieved:• 63% increase in revenues• 109% increase in adjusted operating income• 85% increase in market capitalization• > 40% of sales from industrial segments

• The potential sale of the automotive business would improve operating margins, lower capex and improve cash flows. We will continue to invest and grow our industrial businesses and further diversify through acquisitions.

Created New Global Organization Structure

Exceeded the $40-50 million of gross cost reduction targets

Completed Strategic Portfolio Assessment

Implemented Capital Allocation Process

Strengthen, Diversify & Grow

13

13

Industrial

Segment Profile

FY2019

Revenue Growth Auto +3% CV/OH +7% +5% +11%

Adj. OpInc Growth (-17%) +42% +31%

OpInc Margin 6% (-150 bps) 8% (+200 bps) 14% (+200 bps)

CapEx (% sales) $56M (3%) $16M (1%) $1M (<1%)

VTS CIS BHVACAuto CV/OH

Market Dynamics

Competitive PositionEngine - Leader

Powertrain - Small Position

Market Leader Market Leader Market Leader

Customer Concentration Highly Concentrated Moderate Concentration Low Concentration Low Concentration

Pricing Trends Decreasing Stable Stable/Increasing Increasing

Return on Capital ProfileLower MarginHigher Capital

Medium MarginMedium Capital

Medium/High MarginLower Capital

High MarginLower Capital

Favorable Mega Trends Medium Medium Favorable Favorable

*See Appendix for Non-GAAP reconciliations

14

Divestment of Auto Business

• Proceeding with a formal sale process

– Automotive sales account for approximately 25% of total company revenues, representing more than $500M

– Automotive margins are generally lower than the VTS segment margins as a whole

– Approximately 40-50% of total company capital spending has been dedicated to the automotive business

• Post sale, we expect Modine will have improved operating margins and cash flow, and higher return on capital

• Maintain balanced approach to capital allocation and use of proceeds

15

Next Steps

Automotive Sale

Balanced Approach to Capital Allocation

Key Areas of Focus for Organic and

Inorganic Growth

• Remain focused on the process with a goal of

driving maximum value for our shareholders

• Organic and inorganic investment in key

products and markets

• Repayment of debt to maintain strong balance

sheet

• Opportunistic share repurchases

• Global data center market

• Commercial and industrial coolers, including

refrigeration and power markets

• Commercial HVAC&R

Appendix

17

Vehicular Thermal Solutions (59%)

56%39%

5%

Power Train Cooling

Engine Products

Other

40%

29%

23%

8%

Automotive

Commercial Vehicle

Off-Highway

Other

* See subsequent slide for Non-GAAP reconciliations

FY 2019 Sales by End Market• 18 manufacturing facilities around the globe

• Focused significant resources on strategic review of our product portfolio

• Diversified revenue mix across major end-markets

• Strengthening business by optimizing global manufacturing and operational capabilities

• Our teams in each region are heavily involved in electrical vehicle pursuits

• Key customers: Daimler, Volkswagen, CAT, Volvo, Deere, Navistar, Fiat, Denso, ZF, Sogefi, GM, Oshkosh, Hyundai, PACCAR

FY Ended

March 31,2019 2018

Net sales $1,351.7 $1,295.7

Adjusted

operating income*77.4 92.9

Adjusted

Operating margin*5.7% 7.2%

(in millions)

FY 2019 Sales by Product

45%

40%

15%

Americas

Europe

Asia

FY 2019 Sales by Geography

18

Commercial & Industrial Solutions (32%)

58%

35%

7%

Americas

Europe

Asia

67%

26%

7%

Coils

Coolers

Coatings/Other

72%

21%

7%

Commercial HVAC&R

Data Center

Industrial (Power & Other)

• 16 manufacturing facilities in North America, Europe and Asia

• Primary products include Coils, Coolers and Coatings

• CIS is a pioneer in bringing microchannel technology to the HVAC&R industry, which has been used in the auto industry for more than 20 years

FY Ended

March 31,2019 2018

Net sales $707.6 $675.7

Adjusted

operating income*54.0 38.1

Adjusted

Operating margin*7.6% 5.6%

(in millions)

FY 2019 Sales by End Market

FY 2019 Sales by Product

FY 2019 Sales by Geography

* See subsequent slide for Non-GAAP reconciliations

19

Building HVAC Systems (9%)

59%

41% North America

EMEA

40%

25%

17%

18%

Heating

Air Conditioning

Ventilation

Aftersales/Other

79%

19%

2%

Commercial HVAC

Data Center

Other

• 4 manufacturing facilities in North America and United Kingdom

• Complementary business that provides diversification to Modine’s vehicular segment

• Strong financials due to product differentiation, manufacturing efficiencies and brand strength

• Pursuing growth opportunities based on energy efficiency and other “green” initiatives

• Ventilation and data center cooling

FY Ended

March 31,2019 2018

Net sales $212.4 $191.2

Adjusted

operating income*28.6 21.9

Adjusted

Operating margin*13.5% 11.5%

(in millions)

FY 2019 Sales by End Market

FY 2019 Sales by Product

FY 2019 Sales by Geography

* See subsequent slide for Non-GAAP reconciliations

20

GAAP Income Statement

(In millions, except per share amounts)

Better

FY19 FY18 (Worse)

Net sales 2,212.7$ 2,103.1$ 109.6$

Cost of sales 1,847.2 1,746.6 (100.6)

Gross profit 365.5 356.5 9.0

SG&A expenses 244.1 245.8 1.7

Restructuring expenses 9.6 16.0 6.4

Impairment charges 0.4 2.5 2.1

Loss on sale of assets 1.7 - (1.7)

Operating income 109.7 92.2 17.5

Interest expense (24.8) (25.6) 0.8

Other expense - net (4.1) (3.3) (0.8)

Earnings before income taxes 80.8 63.3 17.5

Benefit (provision) for income taxes 5.1 (39.5) 44.6

Net earnings 85.9 23.8 62.1

Net earnings attributable to noncontrolling interest (1.1) (1.6) 0.5

Net earnings attributable to Modine 84.8$ 22.2$ 62.6$

Net earnings per share - diluted 1.65$ 0.43$ 1.22$

21

Non-GAAP Reconciliations

Adjusted financial results (unaudited) (In millions, except per share amounts)

2019 2018 2019 2018

Operating income 18.5$ 27.2$ 109.7$ 92.2$

Restructuring expenses (a) 8.9 4.5 9.6 16.0

Strategy consulting fees (b) 5.9 0.9 7.1 3.7

Environmental charges (c) 1.3 0.3 3.2 1.4

Loss on sale of assets (d) - - 1.7 -

Impairment charges (e) - 1.2 0.4 2.5

Acquisition and integration costs (f) - 0.6 0.2 4.3

Adjusted operating income 34.6$ 34.7$ 131.9$ 120.1$

Net earnings per share attributable to Modine shareholders - diluted 0.12$ 0.34$ 1.65$ 0.43$

Restructuring expenses (a) 0.17 0.08 0.18 0.26

Strategy consulting fees (b) 0.09 0.01 0.10 0.05

Environmental charges (c) 0.02 - 0.05 0.02

Loss on sale of assets (d) - - 0.03 -

Impairment charges (e) - 0.02 0.01 0.04

Acquisition and integration costs (f) - 0.01 - 0.06

U.S. tax reform (g) - 0.04 (0.43) 0.74

Tax valuation allowances (h) - (0.06) (0.02) (0.06)

Adjusted earnings per share 0.40$ 0.44$ 1.57$ 1.54$

Three months ended March 31, Twelve months ended March 31,

(c) Environmental charges, including related legal costs, are recorded as SG&A expenses and relate to previously-owned U.S. manufacturing facilities in the VTS segment. (d) During fiscal 2019, the Building HVAC Systems segment sold its operations in South Africa and, as a result, recorded a loss of $1.7 million. Annual sales for this disposed business were

less than $2.0 million. There was no tax benefit associated with this transaction based upon the capital loss tax treatment in the applicable jurisdiction.

(f) These costs, recorded as SG&A expenses at Corporate, relate to the Company's acquisition and integration of the Luvata Heat Transfer Solutions business, which the Company operates

as its CIS segment. The tax benefit related to acquisition and integration costs in fiscal 2018 was $1.4 million.

(h) During fiscal 2019, the Company adjusted its valuation allowances on deferred tax assets related to two separate subsidiaries in China. As a result, the Company recorded a $2.0 million

income tax benefit in the first quarter of fiscal 2019 and an income tax charge of $1.0 million in the second quarter of fiscal 2019. On March 31, 2018, the Company reversed a portion of the

valuation allowance on its deferred tax assets in China, and, as a result, recorded an income tax benefit of $2.8 million.

(b) During fiscal 2019, the Company recorded $7.1 million of expenses related to its evaluation of strategic alternatives for the automotive business within its VTS segment. These fiscal

2019 expenses primarily related to third-party professional services and were recorded as SG&A expenses at Corporate. In fiscal 2018, the Company recorded $3.7 million of third-party

strategy advisory fees as SG&A expenses at Corporate.

(a) Fiscal 2019 restructuring expenses primarily relate to employee severance expenses, largely resulting from targeted headcount reductions in Europe and the Americas within the

Vehicular Thermal Solutions ("VTS") segment. Fiscal 2018 restructuring amounts primarily relate to employee severance expenses, largely resulting from the closure of a manufacturing

facility in Austria within the Commercial and Industrial Solutions ("CIS") segment and targeted headcount reductions in Europe within the VTS segment, and equipment transfer and plant

consolidation costs.

(e) During fiscal 2018, the Company closed an Austrian manufacturing facility within the CIS segment and, as a result, recorded a $1.3 million impairment charge. During fiscal 2019, the

Company recorded an additional impairment charge of $0.4 million related to this closed facility. In addition, during fiscal 2018, the Building HVAC segment discontinued its geothermal

product line and recorded a $1.2 million impairment charge for long-lived assets it will no longer use.

(g) During fiscal 2018, as a result of U.S. tax reform legislation enacted in December 2017, the Company recorded income tax charges totaling $38.0 million related to the reduction in the

U.S. federal tax rate and foreign earnings not previously taxed in the U.S. During fiscal 2019, the Company recorded income tax benefits totaling $22.2 million, which were primarily related

to these transition tax obligations and the recognition of tax assets for foreign tax credits.

22

Non-GAAP Reconciliations

Segment adjusted operating income and margin

(In millions)

Vehicular Thermal Solutions 2019 2018

Operating income 64.8$ 84.2$

Restructuring expenses (a)

9.4 7.3

Environmental charges (a) 3.2 1.4

Adjusted operating income 77.4$ 92.9$

Net sales 1,351.7$ 1,295.7$

Adjusted operating margin 5.7% 7.2%

Years ended March 31,

Commercial and Industrial Solutions 2019 2018

Operating income 53.4$ 28.5$

Restructuring expenses (a) 0.2 8.3

Impairment charges (a) 0.4 1.3

Adjusted operating income 54.0$ 38.1$

Net sales 707.6$ 675.7$

Adjusted operating margin 7.6% 5.6%

Years ended March 31,

Building HVAC Systems 2019 2018

Operating income 26.9$ 20.3$

Loss on sale of assets (a) 1.7 -

Impairment charges (a) - 1.2

Restructuring expenses (a)- 0.4

Adjusted operating income 28.6$ 21.9$

Net sales 212.4$ 191.2$

Adjusted operating margin 13.5% 11.5%

Years ended March 31,

(a) See the adjusted financial results on slide 21 for additional information

regarding these adjustments.

23

Non-GAAP Reconciliations

Adjusted operating income and margin

(In millions) 2019 2018 2017 2016

Operating income 109.7$ 92.2$ 42.3$ 37.1$

Restructuring expenses 9.6 16.0 10.9 16.6

Strategy consulting fees 7.1 3.7 - -

Environmental and legal charges (a) 3.2 1.4 1.9 1.6

Loss/(gain) on sale of assets (b) 1.7 - (2.0) -

Impairment charges 0.4 2.5 - 9.9

Acquisition-related costs and adjustments 0.2 4.3 19.1 0.5

Adjusted operating income 131.9$ 120.1$ 72.2$ 65.7$

Net sales 2,212.7$ 2,103.1$ 1,503.0$ 1,352.5$

Adjusted operating margin 6.0% 5.7% 4.8% 4.9%

Years ended March 31,

Adjusted EPS

2019 2018 2017 2016

Earnings (loss) per share attributable to

Modine shareholders - diluted 1.65$ 0.43$ 0.29$ (0.03)$

Restructuring expenses 0.18 0.26 0.17 0.27

Strategy consulting fees 0.10 0.05 - -

Environmental and legal charges (a) 0.05 0.02 0.04 0.02

Loss/(gain) on sale of assets (b) 0.03 - (0.04) -

Impairment charges 0.01 0.04 - 0.21

Tax valuation allowances (0.02) (0.06) 0.04 (0.06)

U.S. tax reform (0.43) 0.74 - -

Acquisition-related costs and adjustments - 0.06 0.28 0.01

Pension settlement losses - - - 0.54

Gain from fire insurance recovery - - - (0.19)

Adjusted EPS - diluted 1.57$ 1.54$ 0.78$ 0.76$

Years ended March 31,

(a) Includes environmental charges and related legal costs associated with previously-owned manufacturing facilities in North America.

In addition, during fiscal 2017, the Company increased a legal reserve in Brazil by $1.6 million, which has since been settled and paid.

(b) During fiscal 2017, the Company sold three manufacturing facilities in its VTS segment. As a result of these sales, the Company

recorded net gains totaling $2.0 million.

24

Non-GAAP Reconciliations

Our fiscal 2020 guidance includes adjusted operating income and adjusted earnings per share. These are non-GAAP measures,

which exclude certain cash and non-cash expenses or gains. These expenses and gains may be significant and include items

such as restructuring expenses (including severance costs and plant consolidation and relocation expenses), costs associated

with reviewing strategic alternatives for the automotive business in our VTS segment, acquisition and integration costs, impairment

charges and certain other items. Estimates of these expenses and gains for fiscal 2020 are not available due to the low visibility

and unpredictability of these items.

Forward-Looking Non-GAAP Financial Measures

Free cash flow

(In millions)

2019 2018 2017 2016

Net cash provided by operating activities 103.3$ 124.2$ 41.7$ 72.4$

Capital expenditures (73.9) (71.0) (64.4) (62.8)

Free cash flow 29.4$ 53.2$ (22.7)$ 9.6$

Years ended March 31,

Thank You