Modine Manufacturing Company

Investor PresentationNovember 2018

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,

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 quarters ended June 30, 2018 and September 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; 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. The Company does not assume any obligation to update any forward-looking statements.

3

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

8

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

10

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 $130 to

$140 million up 8% to 17%

• 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

$(25)

$-

$25

$50

$75

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

Free Cash Flow

(In ‘000s)

$-

$50

$100

$150

FY16 FY17 FY18 FY19

Adjusted OpInc

11

Q2 FY2019 vs. Prior Year

* See Appendix for the full GAAP income statement and Non-GAAP reconciliations

(In millions) Q2 2019 Q2 2018

Net Sales $548.9 $508.3

Gross Profit 87.9 86.1

Margin 16.0% 17.0%

SG&A expenses 63.4 62.2

% of net sales 11.5% 12.2%

Adjusted Op Income* 26.5 26.8

Margin 4.8% 5.3%

Interest Expense 6.5 6.6

Benefit for Income Taxes 22.9 0.5

Adjusted Tax Rate* 5% 4%

Adjusted EPS* $0.35 $0.36

Sales increased $40.6M or 8%

• On a constant currency basis, sales were up 10%

Gross profit increased 2%; margin negatively impacted by the VTS segment

• Higher material costs and production inefficiencies in our VTS segment

• Tightly managing SG&A; while leveraging the topline growth

Adjusted operating income down $0.3M or 1%

Recorded significant tax benefits in Q2

• Related to tax reform and foreign tax credits

• Excluded from the Adjusted EPS calculation

12

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

14

60%

40%Power Train Cooling

Engine Products

42%

24%

29%

5%

Automotive

Commercial Vehicle

Off-Highway

Other

Vehicular Thermal Solutions (59%)

* See subsequent slide for Non-GAAP reconciliations

FY 2018 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, 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)

FY 2018 Sales by Product

41%

46%

13%

Americas

Europe

Asia

FY 2018 Sales by Geography

Intercompany coils sales are excluded for VTS sales graphs.

15

Commercial & Industrial Solutions (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)

FY 2018 Sales by End Market

FY 2018 Sales by Product

FY 2018 Sales by Geography

46%

27%

15%

12%

Commercial HVAC

Refrigeration

Data Center

Industrial (Power & Other)

70%

24%

6%

Coils

Coolers

Coatings/Other

52%38%

10%

Americas

Europe

Asia

* See subsequent slide for Non-GAAP reconciliations

16

Building HVAC Systems (9%)

• 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 Sales by End Market

FY 2018 Sales by Product

FY 2018 Sales by Geography

78%

22%

Commercial HVAC

Data Center

41%

23%

19%

17%

Heating

Air Conditioning

Ventilation

Aftersales/Other

61%

35%

4%

North America

EMEA

ROW

* See subsequent slide for Non-GAAP reconciliations

17

Q2 GAAP Income Statement

(In millions, except per share amounts)

Q2 Q2 Better

2019 2018 (Worse)

Net sales 548.9$ 508.3$ 40.6$

Cost of sales 461.0 422.2 (38.8)

Gross profit 87.9 86.1 1.8

SG&A expenses 63.4 62.2 (1.2)

Restructuring expenses - 0.4 0.4

Loss on sale of assets 1.7 - (1.7)

Operating income 22.8 23.5 (0.7)

Interest expense (6.5) (6.6) 0.1

Other expense - net (0.5) (1.1) 0.6

Earnings before income taxes 15.8 15.8 -

Benefit for income taxes 22.9 0.5 22.4

Net earnings 38.7 16.3 22.4

Net earnings attributable to noncontrolling interest (0.2) (0.4) 0.2

Net earnings attributable to Modine 38.5$ 15.9$ 22.6$

Net earnings per share - diluted 0.75$ 0.31$ 0.44$

18

Modine Manufacturing Company

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

2018 2017 2018 2017

Operating income 22.8$ 23.5$ 57.6$ 51.1$

Environmental charges (a)

1.9 0.7 2.8 0.9

Loss on sale of assets (b)

1.7 - 1.7 -

Restructuring expenses (c)

- 0.4 0.2 2.1

Acquisition and integration costs (d)

0.1 1.2 0.2 2.7

Strategy consulting fees (e)

- 1.0 - 1.6

Adjusted operating income 26.5$ 26.8$ 62.5$ 58.4$

Net earnings per share attributable to Modine shareholders - diluted 0.75$ 0.31$ 1.18$ 0.65$

Environmental charges (a)

0.03 0.01 0.04 0.01

Loss on sale of assets (b)

0.03 - 0.03 -

Restructuring expenses (c)

- 0.01 - 0.03

Acquisition and integration costs (d)

- 0.02 - 0.04

Strategy consulting fees (e)

- 0.01 - 0.02

U.S. tax reform (f)

(0.47) - (0.47) -

Tax valuation allowances (g)

0.02 - (0.02) -

Adjusted earnings per share 0.35$ 0.36$ 0.76$ 0.75$

Three months ended September 30, Six months ended September 30,

(a) Environmental charges, including related legal costs, are recorded as SG&A expenses and relate to prev iously-owned U.S. manufacturing facilities in the Vehicular Thermal Solutions segment.

(d) 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 Commercial and Industrial Solutions segment. The tax benefit related to acquisition and integration costs for the six months ended September 30, 2017 was $1.0 million.

(b) 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) During the second quarter of fiscal 2019, the Company recorded income tax benefits totaling $24.4 million, which were primarily related to transition tax obligations associated with tax

reform legislation in the U.S. that was enacted in December 2017 and the recognition of tax assets for foreign tax credits.

(c) Restructuring expenses primarily relate to equipment transfer and plant consolidation costs and employee severance expenses.

(e) During the first six months of fiscal 2018, the Company recorded $1.6 million of third party strategy advisory fees as SG&A expenses at Corporate.

(g) 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.

Non-GAAP Reconciliations

19

Non-GAAP Reconciliations

Adjusted tax rate(In millions)

2018 2017

Earnings before income taxes 15.8$ 15.8$

Envrionmental charges (a) 1.9 0.7

Loss on sale of assets (a) 1.7 -

Restructuring expenses (a) - 0.4

Acquisition and integration costs (a) 0.1 1.2

Strategy consulting fees (a) - 1.0

Adjusted earnings before income taxes 19.5$ 19.1$

Benefit for income taxes (22.9)$ (0.5)$

Taxes on adjustments above 0.5 1.2

U.S. tax reform (a) 24.4 -

Tax valuation allowance (a) (1.0) -

Adjusted provision for income taxes 1.0$ 0.7$

GAAP tax rate -145% -3%

Adjusted tax rate 5% 4%

Three months ended September 30,

(a) See the adjusted financial results on slide 18 for additional information

regarding these adjustments.

20

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)

21

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 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,

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,

22

Non-GAAP Reconciliations

Our fiscal 2019 guidance includes adjusted operating income and adjusted earnings per share. 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 the first six months of fiscal 2019 are

presented on slide 18 of this presentation. Estimates of these adjustments for the remainder of 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