Modine Manufacturing Company

Investor PresentationAugust 2018

2

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,

2018 and under Forward-Looking Statements in Item 7 of Part II of that same report and in the Company’s

Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. Other risks and uncertainties include, but

are not limited to, the following: Modine’s ability to realize the anticipated synergies associated with the Luvata

HTS acquisition and to achieve projected cash flows sufficient to maintain a desirable leverage ratio; the overall

health and price-down focus of Modine’s customers; 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 (particularly the value of

the euro, Brazilian real and British pound relative to the U.S. dollar), tariffs, 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 our ability to pass increasing prices on to customers; Modine's ability to

successfully execute its strategic and operational plans; 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 managerial and

leadership talent; Modine’s ability to protect its proprietary information and intellectual property from theft or

attack; 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. The

Company does not assume any obligation to update any forward-looking statements.

Forward-Looking Statements

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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.

Modine at a Glance

Ticker MOD (NYSE)

Founded 1916 in Racine, WI

FY’18 Net Sales $2.1 billion

Employees 11,700

59%32%

9% Vehicular ThermalSolutions*

Commercial &Industrial Solutions

Building HVACSystems

46%43%

11%Americas

EMEA

Asia

FY’18 Sales by Geographic Region

FY’18 Sales by Business Segment

A Diversified Industrial Company with a Well Positioned Product Portfolio

* Intercompany coils sales are excluded for VTS segment sales.

4

25%

14%

17%

23%

8%

7%

6%

Automotive Commercial Vehicle

Off-Highway/Specialty Vehicle Commercial HVAC

Refrigeration Data Center

Industrial (Power & Other)

78%

22%

Commercial HVAC

Data Center

46%

27%

15%

12%Commercial HVAC

Refrigeration

Data Center

Industrial (Power &Other)

End-Markets Profile

42%

24%

29%

5%Automotive

Commercial Vehicle

Off-Highway/SpecialtyVehicle

Other

FY’18 Sales - Vehicular Thermal Solutions

FY’18 Sales - Commercial & Industrial Solutions

FY’18 Sales - Building HVAC Systems

39% Auto/Truck

Industrial sales make up more than 60%

of the Modine Portfolio

All graphs based on Fiscal 2018 net sales.

61% Industrial

5

Best-in Class Thermal Management Solutions

$191M (9%)FY’18 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)

$676M (32%)FY’18 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)

$1.3B (59%)FY’18 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)

Best-in Class Thermal Management Solutions

* Intercompany coils sales are excluded for VTS segment sales.

6

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

7

Customer ProfileV

TSC

ISB

HV

AC

Effinity™ Heating Atherion® Ventilation DeltaChill™ FreeCool School Systems

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Modine Strategy

Strengthen Diversify & Grow (SDG)

Strengthen - Deliver higher operating margins and cash flows through manufacturing optimization and

SG&A controls

Diversify - Reduce customer concentration and exposure to cyclical end markets by increasing

exposure to higher-margin industrial end markets

Grow - Embrace technological advancement and make strategic investments where we have the right

to win, seeking high returns on invested capital

FY Ended March 31,Pre-SDG

2015

Post-SDG

2018

Net sales $1,496.4 $2,103.1 +41%

Adjusted OpInc*Margin

$66.94.5%

$120.15.7%

+80%+120 bps

Free Cash Flow*Margin

$5.20.3%

$52.82.5%

+$47.6+220 bps

% of Industrial Sales 44% 61%

(in millions)

* See Appendix for Non-GAAP reconciliations

9

Strategic Next Steps

Completed strategic portfolio assessment

Addressing underperforming businesses

Implementing capital prioritization process

Driving SG&A process improvement

Diversify through acquisitions

Target higher margin & cash generating industrial businesses

Further reduce customer concentration and impact of economic cycles

Re-allocate capital to drive growth and profitability

Concentrate growth in areas with leading positions and technology or market drivers

• Electric vehicles• Data centers• Mobile refrigeration • Greenhouses/Urban

farming

Further operating margin improvement

A greater mix of sales to Industrial markets

Increase revenue

growth; both organic

and inorganic

STRENGTHEN DIVERSIFY GROW

SDG will continue to drive our strategic decisions

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Financial Highlights and Outlook

FY’18 Results

• Net sales up 40% to $2.1 billion

• Adjusted operating income up 66% to

$120.1 million

• Adjusted EPS up $0.76 to $1.54

• Free cash flow of $52.8 million up

$75.6 million

FY’19 Guidance

• Net sales up 3% to 8%

• Adjusted operating income of $135 to

$145 million up 12% to 21%

• Adjusted EPS of $1.50 to $1.65

• Free cash flow outlook driven by

projected earnings growth

* See Appendix for Non-GAAP reconciliations

$1,000

$1,500

$2,000

$2,500

FY'16 FY'17 FY'18 FY'19

Net sales

$-

$50

$100

$150

FY'16 FY'17 FY'18 FY'19

Adjusted OpInc

$(25)

$-

$25

$50

$75

$100

FY'16 FY'17 FY'18 FY'19

Free Cash Flow

(In ‘000s)

11

Highlights

• Reorganized company into three segments with global operations

and scale

• Set to deliver another year of revenue and earnings growth and

free cash flow in FY’19

• Strengthen, Diversify and Grow will continue to guide strategic

decisions

• Investigating opportunities for industrial acquisitions to strengthen

product portfolio and further diversification

• Accelerating our transformation into a more diversified global

thermal management company

Appendix

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Vehicular Thermal Solutions

* See Appendix for Non-GAAP reconciliations

42%

24%

29%

5%

Automotive

Commercial Vehicle

Off-Highway/Specialty Vehicle

Aftermarket/Genset/Other

FY 2018 Sales Mix (59%)• 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, FCA, CNH, Denso, ZF, Sogefi, GM, Oshkosh, Hyundai, PACCAR

FY Ended

March 31,2018 2017

Net sales $1,295.7 $1,152.2

Adjusted

operating income*92.9 78.2

Adjusted

Operating margin*7.2% 6.8%

(in millions)

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Commercial and Industrial Solutions

* See Appendix for Non-GAAP reconciliations

FY 2018 Sales Mix (32%)• 16 manufacturing facilities in North America, Europe

and Asia (closed Austria manufacturing facility)

• 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

• Broadens and complements Building HVAC sales channels

• Fiscal 2017 financial results represent the four months ended March 31, 2017

FY Ended

March 31,2018 2017

Net sales $675.7 $231.8

Adjusted

operating income*38.1 10.9

Adjusted

Operating margin*5.6% 4.7%

(in millions)

46%

27%

15%

12%

Commercial HVAC

Refrigeration

Data Center

Industrial (Power & Other)

15

41%

23%

14%

5%

17%

Commercial Heating - NA

Air Conditioning - EMEA

Commercial Ventilation - NA

Commercial Ventilation - UK

Aftersales - Controls, service, spares

Building HVAC Systems

* See Appendix for Non-GAAP reconciliations

• Four 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 31,2018 2017

Net sales $191.2 $171.6

Adjusted

operating income*21.9 13.9

Adjusted

Operating margin*11.5% 8.1%

(in millions)

FY 2018 Product Sales Mix (9%)

16

Non-GAAP Reconciliations

Commercial and Industrial Solutions 2018 2017

Operating income 28.5$ 10.9$

Restructuring expenses 8.3 -

Impairment charge 1.3 -

Adjusted operating income 38.1$ 10.9$

Net sales 675.7$ 231.8$

Adjusted operating margin 5.6% 4.7%

Years ended March 31,

Building HVAC Systems 2018 2017

Operating income 20.3$ 13.2$

Restructuring expenses 0.4 0.7

Impairment charge 1.2 -

Adjusted operating income 21.9$ 13.9$

Net sales 191.2$ 171.6$

Adjusted operating margin 11.5% 8.1%

Years ended March 31,

Vehicular Thermal Solutions 2018 2017

Operating income 84.2$ 68.4$

Restructuring expenses 7.3 9.9

Environmental and legal charges 1.4 1.9

Gain on sale of facilities - (2.0)

Adjusted operating income 92.9$ 78.2$

Net sales 1,295.7$ 1,152.2$

Adjusted operating margin 7.2% 6.8%

Years ended March 31,

Segment adjusted operating income and margin

(In millions)

17

Non-GAAP Reconciliations

(a) Includes environmental charges and related legal costs associated with a previously-owned manufacturing

facility 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.

Adjusted EPS

2018 2017 2016

Earnings (loss) per share attributable to

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

U.S. tax reform charges 0.74 - -

Restructuring expenses 0.26 0.17 0.27

Impairment charges 0.04 - 0.21

Acquisition-related costs and adjustments 0.06 0.28 0.01

Strategy consulting fees 0.05 - -

Environmental and legal charges (a) 0.02 0.04 0.02

Tax valuation allowances (0.06) 0.04 (0.06)

Gain on sale of facilities - (0.04) -

Gain from fire insurance recovery - - (0.19)

Pension settlement losses - - 0.54

Adjusted EPS - diluted 1.54$ 0.78$ 0.76$

Years ended March 31,

Adjusted operating income and margin

(In millions) 2018 2017 2016 2015

Operating income 92.2$ 42.3$ 37.1$ 54.4$

Restructuring expenses 16.0 10.9 16.6 4.7

Impairment charges 2.5 - 9.9 7.8

Acquisition-related costs and adjustments 4.3 19.1 0.5 -

Strategy consulting fees 3.7 - - -

Environmental and legal charges (a) 1.4 1.9 1.6 3.2

Gain on sale of facilities - (2.0) - (3.2)

Adjusted operating income 120.1$ 72.2$ 65.7$ 66.9$

Net sales 2,103.1$ 1,503.0$ 1,352.5$ 1,496.4$

Adjusted operating margin 5.7% 4.8% 4.9% 4.5%

Years ended March 31,

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Non-GAAP Reconciliations

Our fiscal 2019 guidance includes adjusted operating income, adjusted EPS and free cash flow. These are non-GAAP measures,

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

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

integration costs, impairment charges and certain other items. These adjustments for fiscal years 2015 through 2018 are

presented on slide 17 of this presentation. Estimates of these adjustments for fiscal 2019 are not available due to the low visibility

and unpredictability of these items.

Forward-Looking Non-GAAP Financial Measures

Free cash flow

(In millions) 2018 2017 2016 2015

Net cash provided by operating activities 123.8$ 41.6$ 72.4$ 63.5$

Capital expenditures (71.0) (64.4) (62.8) (58.3)

Free cash flow 52.8$ (22.8)$ 9.6$ 5.2$

Net sales 2,103.1$ 1,503.0$ 1,352.5$ 1,496.4$

Free cash flow margin 2.5% -1.5% 0.7% 0.3%

Years ended March 31,

Thank You