What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-05-21 compared with 2024-05-22 · 607 added, 1200 removed, 755 unchanged (71% of the section changed)

7 unchanged sentences

Restructuring expenses

Impairment charges (reversals) – net

(Gain) loss on sale of assets

Gain on sale of assets

Operating income

47 unchanged sentences

Preferred stock, $ 0.025 par value, authorized 16.0 million shares, issued – none

Common stock, $ 0.625 par value, authorized 80.0 million shares, issued 56.1 million and 55.4 million

Common stock, $ 0.625 par value, authorized 80.0 million shares, issued 56.5 million and 56.1 million shares

Additional paid-in capital

13 unchanged sentences

Depreciation and amortization

Impairment charges (reversals) – net

(Gain) loss on sale of assets

Stock-based compensation expense

Deferred income taxes

Gain on sale of assets

Changes in operating assets and liabilities:

2 unchanged sentences

Accrued compensation and employee benefits

Contract liabilities

Other liabilities

2 unchanged sentences

Expenditures for property, plant and equipment

Business acquisitions, net of cash acquired (see Note 2)

Payments for business acquisitions

Purchase of TMGcore, Inc.

technology and related assets (see Note 2)

Proceeds from (payments for) dispositions of assets

Proceeds from maturities of short-term investments

Purchases of short-term investments

Disbursements for loan origination (see Note 2)

Proceeds from (payments for) disposition of assets

Net cash used for investing activities

2 unchanged sentences

Repayments of debt

Borrowings (repayments) on bank overdraft facilities – net

Purchase of treasury stock under share repurchase program

Dividend paid to noncontrolling interest

Net cash provided by (used for) financing activities

(Repayments) borrowings on bank overdraft facilities – net

Purchases of treasury stock

Dividends paid to noncontrolling interest

Net cash (used for) provided by financing activities

Effect of exchange rate changes on cash

Net (decrease) increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash – beginning of year

Cash, cash equivalents and restricted cash – end of year

Net increase (decrease) in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash – beginning of period

Cash, cash equivalents and restricted cash – end of period

The notes to consolidated financial statements are an integral part of these statements.

5 unchanged sentences

Balance, March 31, 2022

Other comprehensive income (loss)

Other comprehensive loss

Stock options and awards

Purchase of treasury stock

Purchases of treasury stock

Stock-based compensation expense

3 unchanged sentences

Stock options and awards

Purchase of treasury stock

Purchases of treasury stock

Stock-based compensation expense

3 unchanged sentences

Stock options and awards

Purchase of treasury stock

Purchases of treasury stock

Stock-based compensation expense

Dividend paid to noncontrolling interest

Dividends paid to noncontrolling interest

Balance, March 31, 2025

5 unchanged sentences

Nature of operations

Modine Manufacturing Company (“Modine” or the “Company”) specializes in providing innovative and environmentally responsible thermal management products and

solutions to diversified global markets and customers in a wide array of commercial, industrial, and building heating, ventilating, air conditioning, and refrigeration (“HVAC&R”) markets.

In addition, the Company is 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.

The Company’s primary product groups include i) heat transfer;

ii) HVAC& R ;

iii) data center cooling;

Modine Manufacturing Company (“Modine” or the “Company”) specializes in providing innovative and environmentally responsible thermal management products and solutions to diversified global markets and customers in a wide array of commercial, industrial, and building heating, ventilating, air conditioning, and refrigeration (“HVAC&R”) markets.

In addition, the Company is 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.

The Company’s primary product groups include i) data center cooling;

ii) heat transfer;

iv) air-cooled;

3 unchanged sentences

The Company accounts for acquired businesses using the acquisition method.

Under the acquisition method, the Company records

assets acquired and liabilities assumed at their respective fair values.

Under the acquisition method, the Company records assets acquired and liabilities assumed at their respective fair values.

If the assets acquired do not constitute a business, the Company accounts for the transaction as an asset acquisition.

For asset purchases, the Company allocates the

purchase price to the underlying assets based on their relative fair values.

During fiscal 2024, the Company acquired

Scott Springfield Mfg.

Inc., a Canadian-based manufacturer of air handling units, and substantially all of the net operating assets of Napps Technology Corporation, a Texas-based manufacturer of air- and water-cooled chillers, condensing units

and heat pumps.

For asset purchases, the Company allocates the purchase price to the underlying assets based on their relative fair values.

During fiscal 2024, the Company acquired Scott Springfield Mfg.

In addition, the Company purchased intellectual property related to liquid immersion cooling technology from TMGcore, Inc.

Also during fiscal 2024, the Company sold three automotive businesses based in Germany and two coatings

facilities in the United States.

During fiscal 2022, the Company sold its

Austrian air-cooled automotive business and a previously-closed manufacturing facility in the U.S.

See Note 2 for information regarding the

Company’s acquisitions and dispositions .

Also during fiscal 2024, the Company sold three automotive businesses based in Germany and two coatings facilities in the United States.

See Note 2 for information regarding the Company’s acquisitions and dispositions.

Basis of presentation

6 unchanged sentences

Revenue recognition

The Company recognizes revenue based upon consideration specified in a contract and as it satisfies performance obligations by transferring control

over its products to its customers, which may be at a point in time or over time.

The Company recognizes revenue based upon consideration specified in a contract and as it satisfies performance obligations by transferring control over its products to its customers, which may be at a point in time or over time.

The majority of the Company’s revenue is recognized at a point in time, based upon shipment terms.

A portion of the Company’s revenue is recognized over time, based

upon estimated progress toward satisfaction of the contractual performance obligations.

A portion of the Company’s revenue is recognized over time, based upon estimated progress towards satisfaction of the contractual performance obligations.

See Note 3 for additional information.

Shipping and handling costs

The Company records shipping and handling costs incurred upon the shipment of products to its customers in cost of sales, and related amounts billed to

these customers in net sales.

The Company records shipping and handling costs incurred upon the shipment of products to its customers in cost of sales, and related amounts billed to these customers in net sales.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

Trade accounts receivable

1 unchanged sentence

Trade receivables do not bear interest if paid according to the original terms.

maintains an allowance for credit losses, representing its estimate of expected losses associated with its trade accounts receivable.

The Company bases its estimate using historical loss experience and considers the aging of the receivables and risks

specific to customers where appropriate.

The Company maintains an allowance for credit losses, representing its estimate of expected losses associated with its trade accounts receivable.

The Company bases its estimate using historical loss experience and considers the aging of the receivables and risks specific to customers where appropriate.

At March 31, 2025 and 2024, the allowance for credit losses was $ 1.8 million and $ 2.7 million, respectively.

The changes to the Company’s allowance for credit losses during fiscal 2024 and 2023 were not material and primarily consisted

of current-period provisions, write-offs charged against the allowance, recoveries collected, and foreign currency translation.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

The Company enters into supply chain financing programs from time to time to sell accounts receivable, without recourse, to third-party financial

institutions.

The changes to the Company’s allowance for credit losses during fiscal 2025 and 2024 were not material and primarily consisted of current-period provisions, write-offs charged against the allowance, recoveries collected, and foreign currency translation.

The Company enters into supply chain financing programs from time to time to sell accounts receivable, without recourse, to third-party financial institutions.

Sales of accounts receivable are reflected as a reduction of accounts receivable on the consolidated balance sheets and the proceeds are included in cash flows from operating activities in the consolidated statements of cash flows.

During fiscal 2024, 2023, and 2022, the Company sold $ 130.2 million, $ 150.6 million, and $ 126.4 million, respectively, of accounts receivable to

accelerate cash receipts.

During fiscal 2024, 2023, and 2022, the Company recorded costs totaling $ 1.6 million, $ 1.2 million, and $ 0.3 million, respectively, related to selling accounts receivable in the consolidated statements of

The Company provides product warranties for specific product lines and accrues for estimated future warranty costs in the period in which the sale is

During fiscal 2025, 2024, and 2023, the Company sold $ 7.9 million, $ 130.2 million, and $ 150.6 million, respectively, of accounts receivable to accelerate cash receipts.

During fiscal 2025, 2024, and 2023, the Company recorded costs totaling $ 0.1 million, $ 1.6 million, and $ 1.2 million, respectively, related to selling accounts receivable in the consolidated statements of operations.

The Company provides product warranties for specific product lines and accrues for estimated future warranty costs in the period in which the sale is recorded.

The Company records warranty expense, within cost of sales, based upon historical and current claims data or based upon estimated future claims.

Accrual balances, which are recorded within other current liabilities, are monitored and

adjusted if it is probable that expected claims will differ from previous estimates.

Accrual balances, which are recorded within other current liabilities, are monitored and adjusted if it is probable that expected claims will differ from previous estimates.

See Note 15 for additional information.

The Company accounts for production tooling costs as a component of property, plant and

equipment when it owns title to the tooling and amortizes the capitalized cost to cost of sales over the estimated life of the asset, which is generally three years .

The Company accounts for production tooling costs as a component of property, plant and equipment when it owns title to the tooling and amortizes the capitalized cost to cost of sales over the estimated life of the asset, which is generally three years .

At March 31, 2025 and 2024, Company-owned tooling totaled $ 18.2 million and $ 16.1 million, respectively.

In certain instances, tooling is owned by the customer.

At the time customer-owned

tooling is completed and customer acceptance is obtained, the Company records tooling revenue and related production costs within net sales and cost of sales, respectively, in the consolidated statements of operations.

If the customer has agreed to reimburse the Company, unbilled customer-owned tooling costs

are recorded as a receivable within other current assets.

At the time customer-owned tooling is completed and customer acceptance is obtained, the Company records tooling revenue and related production costs within net sales and cost of sales, respectively, in the consolidated statements of operations.

If the customer has agreed to reimburse the Company, unbilled customer-owned tooling costs are recorded as a receivable within other current assets.

No significant arrangements exist where customer-owned tooling costs were not accompanied by guaranteed reimbursement.

2 unchanged sentences

The Company recognizes stock-based compensation using the fair value method.

Accordingly, compensation expense for stock options, restricted stock and

performance-based stock awards is calculated based upon the fair value of the instruments at the time of grant and is recognized as expense over the respective vesting periods.

Accordingly, compensation expense for stock options, restricted stock and performance-based stock awards is calculated based upon the fair value of the instruments at the time of grant and is recognized as expense over the respective vesting periods.

See Note 5 for additional information.

Research and development

The Company expenses research and development costs as incurred within selling, general,

and administrative (“SG&A”) expenses.

The Company expenses research and development costs as incurred within selling, general, and administrative (“SG&A”) expenses.

During fiscal 2025, 2024, and 2023, research and development costs totaled $ 34.9 million, $ 42.0 million, and $ 44.0 million, respectively.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

Translation of foreign currencies

The Company translates assets and liabilities of foreign subsidiaries into U.S.

dollars at the period-end exchange rates and translates income and

expense items at the monthly average exchange rate for the period in which the transactions occur.

dollars at the period-end exchange rates and translates income and expense items at the monthly average exchange rate for the period in which the transactions occur.

The Company reports resulting translation adjustments within accumulated other comprehensive income (loss) within shareholders’ equity.

includes foreign currency transaction gains or losses in the statement of operations within other income and expense.

The Company includes foreign currency transaction gains or losses in the statement of operations within other income and expense.

Derivative instruments

The Company enters into derivative financial instruments from time to time to manage certain financial risks.

The Company enters into forward contracts

to reduce exposure to changing future purchase prices for aluminum and copper and into foreign currency exchange contracts to hedge specific foreign currency-denominated assets and liabilities as well as forecasted transactions.

designates certain derivative financial instruments as cash flow hedges for accounting purposes.

The Company enters into forward contracts to reduce exposure to changing future purchase prices for aluminum and copper and into foreign currency exchange contracts to hedge specific foreign currency-denominated assets and liabilities as well as forecasted transactions.

The Company designates certain derivative financial instruments as cash flow hedges for accounting purposes.

These instruments are used to manage financial risks and are not speculative.

See Note 19 for additional information.

The Company determines deferred tax assets and liabilities based upon the difference between the amounts reported in the financial statements and the

tax basis of assets and liabilities, using enacted tax rates in effect in the years in which the differences are expected to reverse.

The Company establishes a valuation allowance if it is more likely than not that a deferred tax asset, or portion

thereof, will not be realized.

The Company determines deferred tax assets and liabilities based upon the difference between the amounts reported in the financial statements and the tax basis of assets and liabilities, using enacted tax rates in effect in the years in which the differences are expected to reverse.

The Company establishes a valuation allowance if it is more likely than not that a deferred tax asset, or portion thereof, will not be realized.

The Company records the tax effects of global intangible low-taxed income (“GILTI”) as a period expense in the applicable tax year.

The Company uses the portfolio approach for releasing income tax effects from

accumulated other comprehensive income (loss).

The Company uses the portfolio approach for releasing income tax effects from accumulated other comprehensive income (loss).

See Note 8 for additional information.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

Earnings per share

The Company calculates basic earnings per share based upon the weighted-average number of common shares outstanding during the period, while the

calculation of diluted earnings per share includes the dilutive effect of potential common shares outstanding during the period.

The calculation of diluted earnings per share excludes potential common shares if their inclusion would have an

anti-dilutive effect.

The Company calculates basic earnings per share based upon the weighted-average number of common shares outstanding during the period, while the calculation of diluted earnings per share includes the dilutive effect of potential common shares outstanding during the period.

The calculation of diluted earnings per share excludes potential common shares if their inclusion would have an anti-dilutive effect.

See Note 9 for additional information.

1 unchanged sentence

The Company considers all highly-liquid investments with original maturities of three months or less to be cash equivalents.

Short-term investments

The Company invests in time deposits with original maturities of more than three months but not more than one year.

The Company records these

short-term investments at cost, which approximates fair value, within other current assets in the consolidated balance sheets.

As of March 31, 2023, the Company’s short-term investments totaled $ 3.5 million.

The Company had no short-term investments as of March 31, 2024.

The Company values inventories using a first-in, first-out or weighted-average basis, at the lower of cost and net realizable value.

1 unchanged sentence

The Company records property, plant and equipment at cost.

For financial reporting

purposes, the Company computes depreciation using the straight-line method over the expected useful lives of the assets.

For financial reporting purposes, the Company computes depreciation using the straight-line method over the expected useful lives of the assets.

The Company expenses maintenance and repair costs as incurred.

The Company capitalizes costs of improvements.

Upon the sale or

other disposition of an asset, the Company removes the cost and related accumulated depreciation from the accounts and includes the gain or loss in the consolidated statements of operations.

Upon the sale or other disposition of an asset, the Company removes the cost and related accumulated depreciation from the accounts and includes the gain or loss in the consolidated statements of operations.

Capital expenditures of $ 22.4 million, $ 22.7 million, and $ 13.6 million were accrued within accounts payable at March 31, 2025, 2024 and 2023, respectively.

The Company’s most significant leases represent leases of real estate, such as manufacturing facilities, warehouses, and office buildings.

also leases manufacturing and information technology equipment and vehicles.

The Company recognizes right-of-use (“ROU”) assets and lease liabilities at the lease commencement date, based upon the present value of lease payments over the lease

The Company also leases manufacturing and information technology equipment and vehicles.

The Company recognizes right-of-use (“ROU”) assets and lease liabilities at the lease commencement date, based upon the present value of lease payments over the lease term.

See Note 16 for additional information.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

The Company does not amortize goodwill;

rather, it tests for impairment annually unless conditions exist that would require a more frequent

rather, it tests for impairment annually unless conditions exist that would require a more frequent evaluation.

The Company performs an assessment of the fair value of its reporting units for goodwill impairment testing based upon, among other things, the present value of expected future cash flows.

The Company performed its goodwill impairment

tests as of March 31, 2024 and determined the fair value of each of its reporting units exceeded the respective book value.

The Company performed its goodwill impairment tests as of February 28, 2025 and determined the fair value of each of its reporting units exceeded the respective book value.

See Note 14 for additional information.

I mpairment of held and used long-lived assets

The Company reviews held and used long-lived assets, including property, plant and equipment and intangible assets, for impairment whenever events or

changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable.

In these instances, the Company compares the undiscounted future cash flows expected to be generated from the asset with its carrying value.

the asset’s carrying value exceeds expected future cash flows, the Company measures and records an impairment loss, if any, as the amount by which the carrying value of the asset exceeds its fair value.

The Company estimates fair value using a

variety of valuation techniques, including discounted cash flows, market values and comparison values for similar assets.

Impairment of held and used long-lived assets

The Company evaluates long-lived assets, including property, plant and equipment and intangible assets, for impairment whenever conditions or events indicate that those assets may be impaired.

The Company considers factors such as operating losses, declining financial outlooks and market conditions when evaluating the need for an impairment analysis.

In the event an impairment indicator is identified, the Company compares the undiscounted future cash flows expected to be generated by the assets with their carrying value.

If the net asset values exceed expected future cash flows, the Company writes down the assets to fair value and records an impairment charge.

The Company estimates fair value in various ways depending on the nature of the underlying assets.

Fair value is generally based upon appraised value, estimated salvage value, or selling prices under negotiation, as applicable.

Assets held for sale

The Company classifies an asset as held for sale when (i) management approves and commits to a formal plan to actively market the asset for sale at a reasonable price in

relation to its fair value;

The Company classifies an asset as held for sale when (i) management approves and commits to a formal plan to actively market the asset for sale at a reasonable price in relation to its fair value;

(ii) the asset is available for immediate sale in its present condition;

(iii) an active program to locate a buyer and other actions required to complete the sale have been initiated;

(iv) the sale of the asset is expected

to be completed within one year;

(iv) the sale of the asset is expected to be completed within one year;

and (v) it is unlikely that significant changes will be made to the plan.

Upon classification as held for sale, the Company records the carrying value of the asset at the lower of its carrying value or its estimated

fair value, less costs to sell.

Upon classification as held for sale, the Company records the carrying value of the asset at the lower of its carrying value or its estimated fair value, less costs to sell.

In addition, the Company ceases to record depreciation for assets held for sale.

The Company had no

assets classified as held for sale as of March 31, 2024 and 2023.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

See Note 2 for additional information.

Deferred compensation trusts

The Company maintains deferred compensation trusts to fund future obligations under its non-qualified deferred compensation plans.

investments in third-party debt and equity securities are presented within other noncurrent assets in the consolidated balance sheets.

The trusts’ investments in third-party debt and equity securities are presented within other noncurrent assets in the consolidated balance sheets.

The deferred compensation obligations are recorded within other noncurrent liabilities in the consolidated balance sheets.

Self-insurance reserves

The Company retains a portion of the financial risk for certain insurance coverage, including property, general liability, workers compensation, and

employee healthcare, and therefore maintains reserves that estimate the impact of unreported and under-reported claims that fall below various stop-loss limits and deductibles under its insurance policies.

The Company maintains reserves for the

estimated settlement cost of known claims, as well as estimates of incurred but not reported claims.

The Company charges costs of claims, including the impact of changes in reserves due to claim experience and severity, to cost of sales or SG&A

The Company retains a portion of the financial risk for certain insurance coverage, including property, general liability, workers compensation, and employee healthcare, and therefore maintains reserves that estimate the impact of unreported and under-reported claims that fall below stop-loss limits and deductibles under its insurance policies.

The Company maintains reserves for the estimated settlement cost of known claims, as well as estimates of incurred but not reported claims.

The Company charges costs of claims, including the impact of changes in reserves due to claim experience and severity, to cost of sales or SG&A expenses.

The Company reviews and updates the amount of its insurance-related reserves on a quarterly basis.

Environmental liabilities

The Company records liabilities for environmental assessments and remediation activities in the period in which its responsibility is probable and the

costs can be reasonably estimated.

The Company records liabilities for environmental assessments and remediation activities in the period in which its responsibility is probable and the costs can be reasonably estimated.

The Company records environmental indemnification assets from third parties, including prior owners, when recovery is probable.

To the extent that the required remediation procedures change, or additional

contamination is identified, the Company’s estimated environmental liabilities may also change.

To the extent that the required remediation procedures change, or additional contamination is identified, the Company’s estimated environmental liabilities may also change.

See Note 20 for additional information.

S upplemental cash flow information

Years ended March 31,

Interest paid

Income taxes paid

See Note 16 for

supplemental cash flow information related to the Company’s leases.

New accounting guidance

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

Supplier finance programs

In September 2022, the Financial Accounting Standards Board (“FASB”) issued new guidance regarding disclosure of supplier finance programs including the key terms, outstanding obligations, and where such

obligations are presented within the financial statements.

In addition, beginning for fiscal 2025, a roll forward of obligations under such programs is required annually.

The new guidance does not impact the recognition, measurement or financial

statement presentation of supplier finance program obligations.

The Company adopted this guidance as of April 1, 2023.

In addition, the Company early adopted the disclosure requirements regarding roll forward information.

The Company facilitates a voluntary supplier finance program through a financial institution that allows certain suppliers in the U.S.

and Europe to request early payment for invoices, at a discount, from the financial institution.

The Company or

the financial institution may terminate the supplier finance program upon 90 days’ notice.

The Company’s obligations to its suppliers,

including amounts due and payment terms, are consistent, irrespective of whether a supplier participates in the program.

The Company or the financial institution may terminate the supplier finance program upon 90 days’ notice.

The Company’s obligations to its suppliers, including amounts due and payment terms, are consistent, irrespective of whether a supplier participates in the program.

The Company is not party to the arrangements between the participating suppliers and the financial institution.

program, the Company confirms the validity of supplier invoices to the financial institution and remits payments to it based on the original payment terms, which typically range from 60 to 120 days.

The outstanding obligations under this program are included

within accounts payable in the consolidated balance sheets.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

The following table presents a roll forward of the Company’s obligations associated with its supplier finance program during fiscal 2024.

Obligations outstanding, March 31, 2023

Under this program, the Company confirms the validity of supplier invoices to the financial institution and remits payments to it based on the original payment terms, which typically range from 60 to 120 days.

The outstanding obligations under this program are included within accounts payable in the consolidated balance sheets.

The following table presents a roll forward of the Company’s obligations associated with its supplier finance program.

Years ended March 31,

Obligations outstanding – beginning of period

Invoices submitted

Invoices paid

Obligations outstanding, March 31, 2024

Obligations outstanding – end of period

S upplemental cash flow information

Years ended March 31,

Interest paid

Income taxes paid

See Note 16 for supplemental cash flow information related to the Company’s leases.

New accounting guidance

Segment reporting disclosures

In November 2023, the FASB issued new disclosure guidance for reportable segments.

The new guidance will require disclosure of significant segment expenses, which are

expenses that are (i) significant to the segment, (ii) regularly provided to the chief operating decision maker (“CODM”) and (iii) included in the reported measure of segment profit or loss.

In addition, the new guidance will require companies to

disclose the title and position of their CODM and expand interim disclosures to include the majority of the annual segment disclosures.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued new disclosure guidance for reportable segments.

The new guidance requires disclosure of significant segment expenses, which are expenses that are (i) significant to the segment, (ii) regularly provided to the chief operating decision maker (“CODM”) and (iii) included in the reported measure of segment profit or loss.

In addition, the new guidance requires companies to disclose the title and position of their CODM and expand interim disclosures to include the majority of the annual segment disclosures.

The definition of and method for determining reportable segments is unchanged.

The new disclosure requirements

will become effective for the Company’s fiscal 2025 annual financial statements.

The Company is currently evaluating potential impacts of the new disclosure requirements, but does not expect the guidance will have a material impact on its

consolidated financial statements.

Acquisitions and Dispositions

Acquisition of Scott Springfield Mfg.

On March 1, 2024, the Company acquired all of the issued and outstanding shares in the capital of Scott Springfield Mfg.

(“Scott Springfield Manufacturing”) for consideration totaling $ 184.1 million ($ 183.8 million net of cash acquired.) The final purchase price is pending and will be adjusted for net working capital and certain other items, as defined by the purchase

The Company paid $ 181.4 million upon transaction closing and expects to pay the seller $ 2.4 million during the first half of fiscal 2025, primarily for the working capital adjustment.

The Company utilized its revolving credit facility and

cash on hand to fund the purchase price.

Based in Calgary, Canada, Scott Springfield Manufacturing is a leading manufacturer of air handling units to customers in

the data center, telecommunications, healthcare, and aerospace markets.

This acquisition expands the Company’s product offerings and customer base in the high-growth data center and indoor air quality markets in the U.S.

being acquired by the Company, Scott Springfield Manufacturing reported approximately $ 110.0 million of net sales during the year ended

December 31, 2023.

Since the date of the acquisition, March 1, 2024, the Company has reported the financial results of the Scott Springfield Manufacturing business within the Climate Solutions segment.

For the one month in fiscal 2024 that the Company owned Scott Springfield Manufacturing, it included $ 7.9 million of net sales of the acquired business within its consolidated statement of operations.

Operating income attributable to the acquired business in fiscal 2024 was not significant

and included the impact of the inventory fair value adjustment, as further described below.

In addition, the Company recorded $ 2.1

million of costs directly related to the acquisition and integration of Scott Springfield Manufacturing as SG&A expenses within the consolidated statement of operations during the year ended March 31, 2024.

These costs principally consisted of

fees for i) transaction advisors, ii) legal, accounting, and other professional services, and iii) incremental costs directly associated with integration activities.

The Company adopted this guidance for its fiscal 2025 annual financial statements.

See Note 22 for additional information on the Company’s reportable segments.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued new guidance that will require additional disclosure regarding the nature of expenses presented within expense captions on the consolidated statements of operations and selling expenses.

The new disclosure requirements will become effective for the Company’s fiscal 2028 annual financial statements.

The Company is currently evaluating the new disclosures, but does not expect the guidance will have a material impact on its consolidated financial statements.

MODINE MANUFACTURING COMPANY

1 unchanged sentence

(In millions, except per share amounts)

The Company has preliminarily

allocated the purchase price of Scott Springfield Manufacturing to the identifiable tangible and intangible assets acquired and the liabilities assumed based upon their estimated fair values as of the acquisition date, as follows:

Cash and cash

Trade accounts

Property, plant and

Acquisitions and Dispositions

Acquisition of Scott Springfield Mfg.

On March 1, 2024, the Company acquired all of the issued and outstanding shares in the capital of Scott Springfield Mfg.

(“Scott Springfield Manufacturing”) for consideration totaling $ 184.1 million.

Upon finalization of the working capital adjustment during fiscal 2025, the Company paid an additional $ 2.4 million to the seller.

Based in Calgary, Canada, Scott Springfield Manufacturing is a leading manufacturer of air handling units to customers in the data center, telecommunications, healthcare, and aerospace markets.

This acquisition expanded the Company’s product offerings and customer base in the high-growth data center and indoor air quality markets in the U.S.

Since the date of the acquisition, the Company has reported the financial results of the Scott Springfield Manufacturing business within the Climate Solutions segment.

For fiscal 2024 and 2025, the Company included net sales of $ 7.9 million and $ 241.7 million, respectively, within its consolidated statements of operations attributable to Scott Springfield Manufacturing.

During fiscal 2024 and 2025, the Company recorded $ 2.1 million and $ 0.4 million, respectively, of costs directly related to the acquisition and integration of Scott Springfield Manufacturing as SG&A expenses within its consolidated statements of operations.

The fiscal 2024 costs principally consisted of fees for i) transaction advisors, ii) legal, accounting, and other professional services, and iii) incremental costs directly associated with integration activities.

The fiscal 2025 costs principally consisted of costs associated with integration activities.

In addition, the Company charged $ 1.6 million to cost of sales during both fiscal 2024 and 2025 in connection with an inventory fair value adjustment.

The Company completed its accounting for the acquisition of Scott Springfield Manufacturing during fiscal 2025 and allocated the purchase price of $ 184.1 million to the identifiable tangible and intangible assets acquired and the liabilities assumed based upon their estimated fair values as of the acquisition date.

The Company allocated the excess of the purchase price over the net assets recognized to goodwill in the amount of $ 72.6 million, none of which is expected to be deductible for income tax purposes.

During the first quarter of fiscal 2025, the Company completed its market and trade name analyses and recorded a measurement period adjustment to reduce the fair value of the trade name intangible asset by $ 9.6 million.

This adjustment resulted in a corresponding decrease in the deferred income tax liability of $ 2.2 million and a $ 7.4 million increase to the $ 65.2 million of goodwill preliminarily recorded as of March 31, 2024.

Goodwill represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.

Specifically, the goodwill recorded as part of the acquisition includes Scott Springfield Manufacturing’s workforce and anticipated future revenue and cost synergies.

The Company’s purchase price allocation for its acquisition of Scott Springfield Manufacturing was as follows:

Cash and cash equivalents

Trade accounts receivable

Property, plant and equipment

Intangible assets

Accounts payable

Accrued compensation

and employee benefits

Accrued compensation and employee benefits

Deferred income taxes

1 unchanged sentence

Purchase price

At the time the March 31, 2024 financial statements were finalized, the Company was continuing its review of the fair value estimates for certain assets

acquired, including intangible assets, and liabilities assumed.

As part of its purchase accounting and integration activities, the Company is in the process of assessing, refining and harmonizing the internal controls and accounting processes of

the acquired business with those of the Company.

As part of this process, the Company is continuing to review the appropriateness of accruals and reserves, including those related to accounts receivable, inventory, and product warranties.

addition, the final determination of the purchase price is pending calculations of working capital and other adjustments.

As such, the allocation of purchase

price above is considered preliminary.

The Company expects to complete its accounting for the acquisition of Scott Springfield Manufacturing during the first half of fiscal 2025.

The Company primarily based its fair value estimates upon third-party valuations

using assumptions developed by management and other information compiled by management, including, but not limited to, future expected cash flows.

The Company allocated the excess of the purchase price over the net assets recognized to goodwill in

the amount of $ 65.2 million, none of which is expected to be deductible for income tax purposes.

Goodwill represents the future economic

benefits arising from other assets acquired that could not be individually identified and separately recognized.

Specifically, the goodwill recorded as part of the acquisition includes Scott Springfield Manufacturing’s workforce and anticipated

future revenue and cost synergies.

Below is a summary of the methodologies and significant assumptions used in

estimating the fair value of certain classes of acquired assets.

The fair values were primarily based upon significant inputs that are not observable in the market and thus represent Level 3 measurements.

See Note 4 for information regarding

Level 3 fair value measurements.

The Company determined the fair value of acquired inventory by estimating the selling price of finished goods inventory, less an estimate of costs to be incurred to complete work-in-process inventory.

For raw materials

acquired, the Company estimated the cost of replacement.

As a result, the Company wrote-up acquired inventory by $ 3.2 million.

Company charged $ 1.6 million of this write-up to cost of sales in March 2024 and expects to charge the remaining $ 1.6 million to cost of sales during the first quarter of fiscal 2025, as the remaining underlying inventory is sold.

Property, plant and equipment:

The Company valued property, plant and equipment primarily utilizing the cost and market approaches.

The cost approach considers the amount required to replace an asset by constructing or purchasing a new asset with

similar utility and adjusting the value in consideration of depreciation as of the acquisition date.

The cost approach relies on assumptions regarding replacement costs and the age and estimated remaining useful lives of the assets.

approach considers values on secondary equipment markets for similar assets.

The fair value of property, plant and equipment will be recognized as depreciation expense in our results of operations over the expected remaining useful lives of the

MODINE MANUFACTURING COMPANY

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(In millions, except per share amounts)

Intangible assets:

The Company determined the fair value of acquired intangible assets by using variations of the income approach.

These methods generally forecast expected future net cash flows discretely associated with each of the

identified intangible assets and adjust the forecasts to present value by applying a discount rate intended to reflect risk factors associated with the cash flows and the time value of money.

Acquired intangible assets were as follows:

Customer relationships

Order backlog

Total intangible assets acquired

Customer relationships represent the estimated fair value of Scott Springfield

Manufacturing’s business relationship with existing customers.

Order backlog represents the estimated fair value of open purchase orders as of the acquisition date.

The fair values for the customer relationship and order backlog intangible assets

were determined using the multi-period excess earnings method, in which the value is derived by projecting the future anticipated after-tax cash flows attributable to the customer relationships and order backlog.

Key inputs used in the valuation

included future revenue growth rates, customer attrition rates, and discount rates.

The Company determined the value of the acquired Scott Springfield Manufacturing

trade name using the relief-from-royalty method, a variation of the income approach, which applies an assumed royalty rate to revenue expected to be derived under the acquired trade name.

The fair value was estimated to be the present value of the

royalties saved because the Company owns the trade name.

The following unaudited supplemental pro forma information presents the Company’s consolidated results of operations as though the acquisition of Scott

Springfield Manufacturing had occurred at the beginning of fiscal 2023.

This pro forma financial information is presented for illustrative purposes only and is not considered to be indicative of the operating results that would have been achieved

had the acquisition been completed as of the date indicated or the operating results that may be obtained in the future.

The following unaudited supplemental pro forma information presents the Company’s consolidated results of operations as though the acquisition of Scott Springfield Manufacturing had occurred at the beginning of fiscal 2023.

This pro forma financial information is presented for illustrative purposes only and is not considered to be indicative of the operating results that would have been achieved had the acquisition been completed as of the date indicated or the operating results that may be obtained in the future.

Years ended March 31,

Net earnings attributable to Modine

The supplemental pro forma financial information above is based upon the Company’s historical results and the historical results of Scott Springfield

Manufacturing, which have been translated from Canadian dollars to U.S.

The supplemental pro forma financial information above is based upon the Company’s historical results and the historical results of Scott Springfield Manufacturing, which have been translated from Canadian dollars to U.S.

dollars using the historical average foreign exchange rates.

The proforma information includes adjustments for:

(i) annual amortization and depreciation expense totaling

approximately $ 20.0 million for fiscal 2023 and approximately $ 9.0 million for fiscal 2024 for acquired tangible and intangible assets, (ii) estimated annual interest expense of approximately $ 6.0 million resulting from acquisition-related borrowings, and (iii) the estimated income tax impacts related to the pro forma adjustments, considering the statutory tax

rates within Canada.

In addition, the pro forma financial information assumes that both $ 2.0 million of acquisition-related transaction

costs, not including costs for integration-related activities, and $ 3.2 million of inventory purchase accounting adjustments were incurred

during fiscal 2023.

(i) annual amortization and depreciation expense totaling approximately $ 19.0 million for fiscal 2023 and approximately $ 8.0 million for fiscal 2024 for acquired tangible and intangible assets, (ii) estimated annual interest expense of approximately $ 6.0 million resulting from acquisition-related borrowings, and (iii) the estimated income tax impacts related to the pro forma adjustments, considering the statutory tax rates within Canada.

In addition, the pro forma financial information assumes that both $ 2.0 million of acquisition-related transaction costs, not including costs for integration-related activities, and $ 3.2 million of inventory purchase accounting adjustments were incurred during fiscal 2023.

The pro forma financial information does not reflect any expected revenue or cost synergies.

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intellectual property

In January 2024, the Company purchased intellectual property and other specific

assets from TMGcore, Inc., a specialist in single- and two-phase liquid immersion cooling technology for data centers.

The Company expects to utilize the liquid cooling immersion technology to support its growth strategy of expanding its global

data center product offerings.

The initial purchase price of the assets was $ 12.0 million.

The Company allocated $ 11.4 million to acquired technology, which it will amortize over a 10-year useful life, and the remaining $ 0.6 million to property, plant and

Additional contingent consideration may be payable to the seller in fiscal 2029.

The amount of any additional consideration is dependent upon future financial metrics associated with the acquired technology.

At this time, the Company

cannot estimate the amount or range of additional consideration that may be payable to the seller in fiscal 2029.

In line with asset acquisition accounting rules under U.S.

GAAP, the Company will record an accrual for the contingent consideration

if and when it becomes probable and estimable.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

In January 2024, the Company purchased intellectual property and other specific assets from TMGcore, Inc., a specialist in single- and two-phase liquid immersion cooling technology for data centers for $ 12.0 million.

The Company allocated $ 11.4 million of the purchase price to acquired technology and the remaining $ 0.6 million to property, plant, and equipment.

Acquisition of Napps Technology Corporation

On July 1, 2023, the Company acquired substantially all of the net operating assets

of Napps Technology Corporation (“Napps”) for consideration totaling $ 5.8 million.

The Company paid $ 4.8 million during fiscal 2024 and, based upon the terms of the agreement, expects to pay the remaining $ 1.0 million to the seller one year after closing.

Napps is a Texas-based manufacturer of air- and water-cooled chillers, condensing

units and heat pumps.

This acquisition expands the Company’s indoor air quality product portfolio and supports its growth strategy and mission of improving indoor air quality.

Since the date of the acquisition, the Company has reported the

financial results of the Napps business within the Climate Solutions segment.

For the fiscal year ended March 31, 2024, the Company included $ 4.5

million of net sales within its consolidated statement of operations attributable to nine months of Napps operations.

The Company has completed the purchase price allocation for its acquisition of

The purchase price of $ 5.8 million was allocated to the identifiable tangible and intangible assets acquired and the liabilities

assumed based upon their estimated fair values as of the acquisition date.

The Company engaged a third-party valuation specialist to assist in determining the fair value of the acquired intangible assets.

The valuation analysis considered the

expected future cash flows of the acquired business.

The Company recorded $ 2.9 million of intangible assets, including customer

relationship and acquired technology assets.

The Company is amortizing the acquired intangible assets using a weighted-average life of approximately ten years .

The Company allocated the excess of the purchase price over the net assets recognized to goodwill in the amount of $ 1.0

million, which is deductible for income tax purposes.

The Company’s allocation of the purchase price was as follows:

Trade accounts receivable

Property, plant and equipment and other assets

Intangible assets

Accounts payable and other liabilities

Purchase price

On July 1, 2023, the Company acquired substantially all of the net operating assets of Napps Technology Corporation (“Napps”), a Texas-based manufacturer of air- and water-cooled chillers, condensing units and heat pumps, for consideration totaling $ 5.8 million.

The Company paid $ 4.8 million during fiscal 2024 and paid the remaining $ 1.0 million to the seller during fiscal 2025.

The Company has reported the financial results of the Napps business within the Climate Solutions segment since the date of the acquisition.

For fiscal 2024 and 2025, the Company included net sales of $ 4.5 million and $ 10.8 million, respectively, within its consolidated statements of operations attributable to Napps.

Disposition of two coatings facilities

In September 2023, the Company sold two coatings facilities, located in California and Florida, to Protecall, LLC.

These facilities provide aftermarket application services, in which HVAC units are sprayed

with an anti-corrosion protective coating.

The Company’s other coatings businesses continue to own and license its spray-applied coatings used in aftermarket applications and are strategically pursuing growth through product licensing

arrangements.

Prior to the disposition, the Company reported the financial results of these businesses within the Performance Technologies segment.

In fiscal 2023, the net sales of these two businesses totaled $ 6.4 million.

As a result of this

transaction, the Company wrote-off $ 0.7 million of goodwill attributable to the disposed businesses and recorded a gain on sale of less

than $ 0.1 million during fiscal 2024.

Disposition of Germany automotive businesses

On October 31, 2023, the Company sold three automotive businesses based in Germany (the “disposal group”) to affiliates of Regent, L.P.

The sale of these businesses, which produce air- and liquid-cooled products

for internal combustion diesel and gasoline engines for the European automotive market, is in line with the Company’s strategic prioritization of resources towards higher-margin technologies.

The Company determined the disposal group did not

qualify as a discontinued operation for reporting purposes under U.S.

As part of its evaluation, the Company considered anticipated future sales in Europe to automotive and other vehicular customers with similar product offerings and using

similar heat-transfer technology within the Performance Technologies segment.

Sales from these two businesses, which provided aftermarket application services, totaled $ 6.4 million in fiscal 2023.

As a result of this transaction, the Company wrote-off $ 0.7 million of goodwill attributable to the disposed businesses and recorded a gain on sale of less than $ 0.1 million during fiscal 2024.

MODINE MANUFACTURING COMPANY

1 unchanged sentence

(In millions, except per share amounts)

The net transaction price for the sale of the disposal group was less than $ 1.0 million.

Disposition of Germany automotive businesses

In October 2023, the Company sold three automotive businesses based in Germany (the “disposal group”) to affiliates of Regent, L.P.

As a result of the sale, the Company recorded a $ 4.0 million gain on sale during fiscal 2024, primarily driven by the net liability position of the disposal group at the time of sale.

In addition, the gain on sale includes the write-off of $ 0.6 million of net actuarial gains related to the disposal group’s pension plans.

In addition, the gain on sale included the write-off of $ 0.6 million of net actuarial gains related to the disposal group’s pension plans.

The Company reported the $ 4.0 million gain on the gain on sale of assets line within the consolidated statement of operations.

Prior to the disposition, the Company reported the financial results of the

disposal group within its Performance Technologies segment.

Prior to the disposition, the Company reported the financial results of the disposal group within its Performance Technologies segment.

Net sales of the disposal group included within the Company’s consolidated statements of operations for fiscal 2024 and 2023 totaled $ 54.2 million and $ 79.0 million, respectively.

Automotive business previously held for sale

During fiscal 2022, in connection with the termination of an agreement to sell

the liquid-cooled automotive business within its Performance Technologies segment, the Company determined that the business no longer met the requirements to be classified as held for sale.

The Company remeasured the long-lived assets reverting

back to held and used classification at the lower of their (i) carrying value, as if held for sale classification had not been met;

or (ii) fair value at the date of the decision not to sell.

The long-lived assets primarily consisted of

property, plant and equipment assets and were fully impaired while classified as held for sale.

For purposes of the remeasurement, the Company engaged third-party valuation specialists to assist in estimating the fair values of the assets.

Company primarily used the market and cost valuation approaches and utilized third-party information from various industry-accepted sources, including applicable government-published statistics and data from appraisal and resale service

As a result of the remeasurement, the Company recorded a net impairment reversal of $ 56.0 million during fiscal 2022 within

the impairment charges (reversals) line on the consolidated statement of operations.

In addition, the Company resumed depreciating the property, plant and equipment assets of the liquid-cooled automotive business based on the remeasured asset

values during the third quarter of fiscal 2022.

Disposition of Austrian air-cooled automotive business

During fiscal 2022 the

Company sold its Austrian air-cooled automotive business to Schmid Metall GmbH.

As a result of this transaction, the Company recorded a loss of $ 6.6

million during fiscal 2022, which included the write-off of $ 1.7 million of net actuarial losses related to its pension plan.

Company reported this loss within the loss on sale of assets line on the consolidated statement of operations.

Upon transaction closing, $ 5.9

million of cash within the business transferred to the buyer.

Later in fiscal 2022, the Company paid the buyer $ 2.4 million upon the

finalization of a purchase price adjustment for net working capital and certain other items.

Financial results of this business, prior to the disposition, are reported within the Performance Technologies segment.

For the one month in fiscal 2022 that the Company owned this business, it included $ 5.3 million of net sales

within its consolidated statement of operations.

In connection with the sale of this business, the Company provided the buyer with

a 5 -year, € 4.0

million loan facility.

Borrowings under the agreement currently bear interest at 7.8 percent.

During fiscal 2022, the Company

disbursed € 4.0 million ($ 4.7

million) to the buyer under this facility.

At both March 31, 2024 and 2023, the Company recorded the loan receivable within other noncurrent assets on its consolidated balance sheet because the Company expects to receive the principal repayment

more than twelve months from the balance sheet date.

Disposition of previously-closed facility in fiscal 2022

During fiscal 2022, the Company sold a previously-closed manufacturing facility

and received net cash proceeds of $ 0.7 million.

As a result of the sale, the Company recorded an impairment charge of $ 0.3 million within the Climate Solutions segment to write down the property to fair value less costs to sell.

Pending disposition of facilities in Germany

In December 2024, the Company signed a definitive agreement to sell its technical service center and administrative support facility in Germany to a real estate investment firm for € 11.5 million ($ 12.4 million).

Earlier in fiscal 2025, the Company closed the technical service center and reduced headcount in light of the sale of three automotive businesses in Germany during fiscal 2024.

The Company expects the sale transaction will close during the first half of fiscal 2026, subject to remaining closing conditions.

The Company expects to record a gain on sale, net of costs to sell, of approximately $ 3.0 million when the transaction is completed.

As of March 31, 2025, the Company classified $ 8.2 million of building and related assets expected to transfer to the buyer as held for sale and presented them within other current assets on its consolidated balance sheet.

Fiscal 2026 acquisition of AbsolutAire, Inc.

On April 1, 2025, the Company acquired substantially all of the net operating assets of AbsolutAire, Inc.

(“AbsolutAire”).

The Company paid $ 11.2 million upon transaction closing.

The final purchase price is pending and may be adjusted for net working capital.

AbsolutAire is a Michigan-based manufacturer of direct-fired heating, ventilation, and make-up air systems.

This acquisition supports the Company’s growth strategy by expanding its heating and indoor air quality product portfolios and also broadens its customer base in the commercial, industrial, food service, and warehousing sectors.

AbsolutAire had annual sales of approximately $ 25.0 million in 2024 and will be reported within the Company’s Climate Solutions segment beginning in the first quarter of fiscal 2026.

Revenue Recognition

The Company generates revenue from selling innovative thermal management products and solutions to diversified global markets and customers.

recognizes revenue based upon consideration specified in a contract and as it satisfies performance obligations by transferring control over its products to its customers, which may be at a point in time or over time.

The majority of the Company’s

revenue is recognized at a point in time, based upon shipment terms.

The Company sells thermal management products and solutions in a wide array of commercial, industrial, and building HVAC&R markets.

In addition, the Company sells engineered heat transfer systems and high-quality heat transfer components for use in on- and off-highway original OEM vehicular applications.

As the majority of the underlying sales contracts for its highly-specified products do not provide the Company with an enforceable right to payment for performance completed to date in the event of cancellation, the Company recognizes the majority of its revenue at a point in time, based upon shipment terms.

For the limited number of customer contracts that provide an enforceable right to payment for performance completed to date, the Company recognizes revenue over time based upon its estimated progress toward satisfaction of the performance obligations.

The Company records an allowance for credit losses and accrues for estimated warranty costs at the time of sale.

These estimates are based upon historical experience, current

business trends, and current economic conditions.

The Company accounts for shipping and handling activities as fulfil l ment costs rather than separate performance

obligations and records shipping and handling costs in cost of sales and related amounts billed to customers in net sales.

The Company establishes payment terms with its customers based upon industry and regional practices, which typically do not

exceed 90 days .

As the Company expects to receive payment from its customers within one year from the time of sale, it disregards the

effects of the time value of money in its determination of the transaction price.

The Company has not disclosed the value of unsatisfied performance obligations because the revenue associated with customer contracts for which the original expected

performance period is greater than one year is immaterial.

These estimates are based upon historical experience, current business trends, and current economic conditions.

The Company accounts for shipping and handling activities as fulfillment costs rather than separate performance obligations and records shipping and handling costs in cost of sales and related amounts billed to customers in net sales.

The Company establishes payment terms with its customers based upon industry and regional practices, which typically do not exceed 90 days.

As the Company expects to receive payment from its customers within one year from the time of sale, it disregards the effects of the time value of money in its determination of the transaction price.

The Company has not disclosed the value of unsatisfied performance obligations because the revenue associated with customer contracts for which the original expected performance period is greater than one year is immaterial.

MODINE MANUFACTURING COMPANY

3 unchanged sentences

Climate Solutions

The Climate Solutions segment principally generates revenue from selling heat transfer products, HVAC& R products, and data center cooling solutions.

Heat transfer products include heat recovery and round tube plate fin coils.

Heating products include unit heaters, roof-mounted direct- and

indirect-fired makeup air units, duct furnaces, infrared units and perimeter heating products.

Indoor air quality products include ventilation and air conditioning products, such as single packaged unit ventilators, modular chillers, air handler

units, condensing units and ceiling cassettes.

Refrigeration products include evaporator unit coolers, remote condensers and fluid, gas, dry, and brine coolers.

In addition, the segment provides products to the industrial power generation

The Climate Solutions segment provides energy-efficient, climate-controlled solutions and components for a wide array of applications.

The Climate Solutions segment sells data center cooling solutions, heat transfer products, and HVAC&R products.

Data center cooling products include IT cooling solutions, including precision air conditioning units for data center applications;

2 unchanged sentences

condensing units;

and liquid cooling solutions for high-density computing.

Heating products are manufactured in the U.S.

and are largely sold to independent distributors, who in turn market the heating products to end customers.

Because these

products are sold to many different customers without contractual or practical limitations, the Climate Solutions segment recognizes revenue at the time control is transferred to the customer, generally the independent distributor, based upon

shipping terms, which is generally upon shipment.

Ventilation and air conditioning products are highly-specified to a customer’s needs;

the majority of the underlying sales contracts do not provide the Company with an

enforceable right to payment for performance completed to date.

As a result, the Climate Solutions segment recognizes revenue for the majority of its products at the time control is transferred to the customer based upon shipping terms, which is

generally upon shipment.

For the sale of heat transfer products, refrigeration products, and data center cooling solutions, individual customer purchase orders generally represent the Company’s

contract with its customers.

With the exception of a small number of customers, the applicable customer contracts do not provide the Company with an enforceable right to payment for performance completed to date.

As a result, the Climate Solutions

segment recognizes revenue for these products primarily at the time control is transferred to the customer based upon shipping terms, which is generally upon shipment.

For sales to customers whose contract cancellation terms provide an enforceable right to payment for customized products and solutions, the Climate Solutions segment

recognizes revenue over time based upon its estimated progress toward satisfaction of the performance obligations.

The segment measures progress by evaluating the production status toward completion of ordered products not yet shipped to its

and liquid cooling solutions for high-density computing, including coolant distribution units and immersion solutions.

Heat transfer products include heat exchanger coils and coating products that extend the life of equipment and components by protecting against corrosion.

Heating products include unit heaters, roof-mounted direct- and indirect-fired makeup air units, duct furnaces, infrared units and perimeter heating products.

Indoor air quality products include ventilation and air conditioning products, such as single packaged unit ventilators, modular chillers, air handler units, condensing units and ceiling cassettes.

Refrigeration products include evaporator unit coolers, remote condensers and fluid, gas, dry, and brine coolers.

In addition, the segment provides products to the industrial power generation markets.

For the majority of its sales, individual customer purchase orders represent the Climate Solutions segment’s contract with its customers and the segment recognizes revenue when it transfers control over its products to its customers, based upon shipment terms.

Heating products are largely sold to independent distributors in the U.S., who in turn market the heating products to end customers.

The Climate Solutions segment recognizes coatings product sales over-time, since the customers control the equipment being enhanced by the coating application.

In addition, for sales to customers whose contract cancellation terms provide an enforceable right to payment for customized products and solutions, the Climate Solutions segment recognizes revenue over time based upon its estimated progress toward satisfaction of the performance obligations.

Performance Technologies

The Performance Technologies segment provides products and solutions that enhance the performance of customer applications and develops solutions that

provide mission critical power, increase fuel economy and lower emissions in light of increasingly stringent government regulations.

The Performance Technologies segment designs and manufactures air- and liquid-cooled heat exchangers for

vehicular, stationary power, and industrial applications.

The Performance Technologies segment provides products and solutions that enhance the performance of customer applications and develops solutions that provide mission critical energy for a variety of end market applications.

The Performance Technologies segment designs and manufactures products and solutions using air-cooled and liquid-cooled technology for vehicular, stationary power, and industrial applications.

In addition, the Performance Technologies segment provides advanced thermal solutions to zero-emission and hybrid commercial vehicle and off-highway customers.

Air-cooled products consist primarily of powertrain cooling products, such as radiators, condensers, engine cooling modules, charge air coolers, fan shrouds, and surge tanks;

module generator sets.

and cooling module generator sets.

Liquid-cooled products include engine oil coolers, EGR coolers, liquid charge air coolers, transmission and retarder oil coolers, chillers, and condensers.

In addition, the Performance Technologies segment provides advanced

solutions, designed to improve battery range and vehicle life, to zero-emission and hybrid commercial vehicle, off-highway machine and automotive customers.

These solutions include battery thermal management systems, electronics cooling packages,

and battery chillers.

The advanced solutions provided by the segment also include coating products and application services that extend the life of equipment and components by protecting against corrosion.

While the Performance Technologies segment provides customized production and service parts to customers under multi-year programs, these programs typically do not contain

contractually-guaranteed volumes to be purchased by the customer.

The segment’s advanced solutions include battery thermal management systems, electronics cooling packages, and battery chillers.

While the Performance Technologies segment provides customized production and service parts to customers under multi-year agreements, these agreements typically do not contain contractually-guaranteed volumes to be purchased by the customer.

As a result, individual purchase orders typically represent the quantities ordered by the customer.

With the exception of a small number of customers, the terms within the customer

agreement, purchase order, or customer-owned tooling contract do not provide the Company with an enforceable right to payment for performance completed to date.

As a result, the Performance Technologies segment recognizes revenue primarily at the

time control is transferred to the customer based upon shipping terms, which is generally upon shipment.

With the exception of a small number of customers, the terms within the customer agreement, purchase order, or customer-owned tooling contract do not provide the Company with an enforceable right to payment for performance completed to date.

As a result, the Performance Technologies segment recognizes revenue primarily at the time control is transferred to the customer based upon shipping terms, which is generally upon shipment.

MODINE MANUFACTURING COMPANY

1 unchanged sentence

(In millions, except per share amounts)

In regard to the Performance Technologies customers with contractual cancellation terms that provide an enforceable right to payment for performance completed to date, the

Company recognizes revenue over time based upon its estimated progress toward satisfaction of the performance obligations.

The Performance Technologies segment measures progress by evaluating the production status of ordered products not yet shipped

to the customer.

For sales of coatings

products, in which the customers control the equipment being enhanced by the coating application, the Performance Technologies segment recognizes revenue over time based upon its estimated progress toward satisfaction of the performance

The segment measures progress by evaluating the production status toward completion of ordered products or services not yet shipped to its customers.

For certain customer programs, the Company agrees to provide annual price reductions based upon contract terms.

For these scheduled price reductions, the Company evaluates

whether the provisions represent a material right to the customer, and if so, defers associated revenue as a result.

At times, the Company makes up-front incentive payments to certain customers related to future sales under multi-year programs.

The Company capitalizes these incentive

payments, which it expects to recover through future sales, and amortizes the assets as a reduction to revenue when the related products are sold to customers.

Disaggregation of revenue

The tables below present

revenue for each of the Company’s operating segments, Climate Solutions and Performance Technologies.

Each segment’s revenue is disaggregated by product group, by geographic location and based upon the timing of revenue recognition.

Beginning in fiscal 2024 and in connection with the Company’s strategic transformation and continued application of 80/20 principles across its

businesses, the Company has refined its reporting of disaggregated revenue within the Climate Solutions segment to be more consistent with how the segment has aligned its teams around three market-based verticals:

i) heat transfer products;

and iii) data center cooling.

For the refined fiscal 2024 presentation, the Company reports revenue based upon the respective product lines and

related customer relationships managed by each market-based vertical team.

See Note 22 for additional information regarding the Company’s operating segments.

The disaggregated revenue information presented in the tables below for fiscal 2023

and 2022 has been recast to be comparable with the fiscal 2024 presentation.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

The tables below present revenue for each of the Company’s operating segments, Climate Solutions and Performance Technologies.

Each segment’s revenue is disaggregated by product group and by geographic location.

Effective April 1, 2024, the Company moved its Coatings business, which was previously managed by and reported within the Performance Technologies segment, under the leadership of the Climate Solutions segment.

See Note 22 for additional segment financial information.

The disaggregated revenue information presented in the tables below for fiscal 2024 and 2023 has been recast to be comparable with the fiscal 2025 presentation.

Year ended March 31, 2025

Product groups:

Heat transfer

Data center cooling

Heat transfer

Liquid-cooled

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Geographic location:

Timing of revenue recognition:

Products transferred at a point in time

Products transferred over time

Year ended March 31, 2024

Product groups:

Heat transfer

Data center cooling

Heat transfer

Liquid-cooled

2 unchanged sentences

Geographic location:

Timing of revenue recognition:

Products transferred at a point in time

Products transferred over time

MODINE MANUFACTURING COMPANY

3 unchanged sentences

Product groups:

Heat transfer

Data center cooling

Heat transfer

Liquid-cooled

2 unchanged sentences

Geographic location:

Timing of revenue recognition:

Products transferred at a point in time

Products transferred over time

Contract balances

4 unchanged sentences

Contract liabilities

Contract assets, included within other current assets in the consolidated balance sheets, primarily consist of capitalized costs related to customer-owned tooling

contracts, wherein the customer has guaranteed reimbursement, and assets recorded for revenue recognized over time, which represent the Company’s rights to consideration for work completed but not yet billed.

The $ 6.4 million decrease in contract assets during fiscal 2024 primarily resulted from a decrease in capitalized costs related to customer-owned tooling

contracts and contract assets for revenue recognized over time.

Contract liabilities, included within other current liabilities in the consolidated balance sheets, consist of payments received in advance of satisfying performance

obligations under customer contracts, including contracts for data center cooling products and customer-owned tooling.

The $ 57.9 million

increase in contract liabilities during fiscal 2024 primarily resulted from payments received in advance of the Company’s satisfaction of performance obligations, largely associated with contracts with long inventory lead times.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

Contract assets, included within other current assets in the consolidated balance sheets, primarily consist of capitalized costs related to customer-owned tooling contracts, wherein the customer has guaranteed reimbursement, and assets recorded for revenue recognized over time, which represent the Company’s rights to consideration for work completed but not yet billed.

The $ 0.4 million increase in contract assets during fiscal 2025 primarily resulted from an increase in contract assets for revenue recognized over time, partially offset by a decrease in capitalized costs related to customer-owned tooling contracts.

Contract liabilities, included within other current liabilities in the consolidated balance sheets, consist of payments received in advance of satisfying performance obligations under customer contracts, including contracts for data center cooling products and customer-owned tooling.

The $ 44.3 million decrease in contract liabilities during fiscal 2025 primarily resulted from the Company’s satisfaction of performance obligations under contracts that had required advanced payments, largely associated with long inventory lead times.

Fair Value Measurements

Fair value is defined as the price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for

the asset or liability in an orderly transaction between market participants.

Fair value is defined as the price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.

Fair value measurements are classified under the following hierarchy:

2 unchanged sentences

quoted prices for identical or similar instruments in markets that are not active;

model-derived valuations in which all significant inputs are observable in active markets.

and model-derived valuations in which all significant inputs are observable in active markets.

● Level 3 – Model-derived valuations in which one or more significant inputs are not observable.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

When available, the Company uses quoted market prices to determine fair value and classifies such measurements as Level 1.

In some cases, where market

prices are not available, the Company uses observable market-based inputs to calculate fair value, in which case the measurements are classified as Level 2.

If quoted or observable market prices are not available, the Company determines fair value

based upon valuation models that use, where possible, market-based data such as interest rates, yield curves or currency rates.

In some cases, where market prices are not available, the Company uses observable market-based inputs to calculate fair value, in which case the measurements are classified as Level 2.

If quoted or observable market prices are not available, the Company determines fair value based upon valuation models that use, where possible, market-based data such as interest rates, yield curves or currency rates.

These measurements are classified as Level 3.

The carrying values of cash, cash equivalents, restricted cash, short-term investments, trade accounts receivable, accounts payable, and short-term debt approximate fair

value due to the short-term nature of these instruments.

The carrying values of cash, cash equivalents, restricted cash, trade accounts receivable, accounts payable, and short-term debt approximate fair value due to the short-term nature of these instruments.

In addition, the Company assesses the fair value of a disposal group for each reporting period it is held for sale.

See Note 2 for additional information regarding assets held for sale.

fair value of the Company’s long-term debt is disclosed in Note 17.

The fair value of the Company’s long-term debt is disclosed in Note 17.

The Company holds investments in deferred compensation trusts to fund obligations under certain non-qualified deferred compensation plans.

The Company records the fair

value of these investments within other noncurrent assets on its consolidated balance sheets.

The Company records the fair value of these investments within other noncurrent assets on its consolidated balance sheets.

The Company classifies money market investments held by the trusts within Level 2 of the valuation hierarchy.

The Company classifies all other investments

held by the trusts within Level 1 of the valuation hierarchy, as it uses quoted market prices to determine the investments’ fair value.

The Company’s deferred compensation obligations, which are recorded as other noncurrent liabilities, are recorded

at the fair values of the investments held by the trust.

The Company classifies all other investments held by the trusts within Level 1 of the valuation hierarchy, as it uses quoted market prices to determine the investments’ fair value.

The Company’s deferred compensation obligations, which are recorded as other noncurrent liabilities, are recorded at the fair values of the investments held by the trust.

At March 31, 2025 and 2024, the fair values of the investments and obligations for the Company’s deferred compensation plans each totaled $ 6.1 million and $ 4.1 million, respectively.

3 unchanged sentences

Fixed income securities

Pooled equity funds

government and agency securities

4 unchanged sentences

Money market investments

Fixed income securities

Pooled equity funds

government and agency securities

Fair value excluding investment measured at net asset value

4 unchanged sentences

(In millions, except per share amounts)

The Company determined the fair value of money market investments to approximate their net asset values, without discounts for credit quality or

liquidity restrictions, and classified them within Level 2 of the valuation hierarchy.

The Company determined the fair value of pooled equity funds based upon quoted prices from active markets and classified them within Level 1 of the valuation

The Company determined the fair value of money market investments to approximate their net asset values, without discounts for credit quality or liquidity restrictions, and classified them within Level 2 of the valuation hierarchy.

The Company determined the fair value of pooled equity funds based upon quoted prices from active markets and classified them within Level 1 of the valuation hierarchy.

The Company determined the fair value of fixed income securities and U.S.

government and agency securities based upon recent bid prices or the average of recent bid and asking prices when available and, if not available, the Company

valued them through matrix pricing models developed by sources considered by management to be reliable.

government and agency securities based upon recent bid prices or the average of recent bid and asking prices when available and, if not available, the Company valued them through matrix pricing models developed by sources considered by management to be reliable.

The Company classified these assets within Level 2 of the valuation hierarchy.

As of March 31, 2025 and 2024, the Company held no Level 3 assets within its pension plans.

As a practical expedient, the Company valued certain investments, including pooled

equity, fixed income and real estate funds, using their net asset value (“NAV”) per unit, and therefore, has not classified these investments within the fair value hierarchy.

The terms and conditions for redemptions vary for the investments valued

The real estate investment fund may be redeemed quarterly with a 90-day notice period.

Other investments valued at NAV do not have significantly-restrictive redemption frequency or notice period requirements.

The Company does not intend to sell or otherwise dispose of these

investments at prices different than the NAV per unit.

As a practical expedient, the Company valued certain investments, including pooled equity, fixed income and real estate funds, using their net asset value (“NAV”) per unit, and therefore, has not classified these investments within the fair value hierarchy.

As of March 31, 2025 the Company no longer has investments valued at NAV.

Stock-Based Compensation

The Company’s stock-based incentive programs consist of the following:

a long-term incentive plan (“LTIP”) for officers and other executives that authorizes grants of stock awards, stock options, and performance-based awards granted for retention and performance, ( ii ) a discretionary equity program for other management and key employees, and ( iii ) stock awards for non-employee directors.

Company’s Board of Directors and the Human Capital and Compensation Committee, as applicable, have discretionary authority to set the terms of the stock-based awards.

Grants to employees during fiscal 2024 were issued under the Company’s Amended

and Restated 2020 Incentive Compensation Plan.

In fiscal 2024, the Company granted performance-based stock awards and restricted stock awards.

In fiscal 2023 and 2022, the Company granted performance cash awards, restricted stock awards, and

stock options.

At present, the Company settles equity-based grants through the issuance of new common shares.

As of March 31, 2024, approximately 1.5 million shares authorized under the Amended and Restated 2020

Incentive Compensation Plan remain available for future grants.

Employee participants have the opportunity to deliver back to the Company the number of shares from the vesting of stock awards sufficient to satisfy the individual’s minimum tax

withholding obligations.

(i) a long-term incentive plan (“LTIP”) for officers and other executives that authorizes grants of stock awards, stock options, and performance-based awards granted for retention and performance, (ii) a discretionary equity program for other management and key employees, and (iii) stock awards for non-employee directors.

The Company’s Board of Directors and the Human Capital and Compensation Committee, as applicable, have discretionary authority to set the terms of the stock-based awards.

Grants to employees during fiscal 2025 were issued under the Company’s Amended and Restated 2020 Incentive Compensation Plan.

In fiscal 2025 and 2024, the Company granted performance-based stock awards and restricted stock awards.

In fiscal 2023, the Company granted performance cash awards, restricted stock awards, and stock options.

At present, the Company settles equity-based grants through newly issued shares of common stock.

As of March 31, 2025, approximately 1.3 million shares authorized under the Amended and Restated 2020 Incentive Compensation Plan remain available for future grants.

Employee participants have the opportunity to deliver back to the Company the number of shares from the vesting of stock awards sufficient to satisfy the individual’s minimum tax withholding obligations.

These shares are held as treasury shares.

The Company recorded stock-based compensation expense of $ 10.8

million , $ 6.6 million , and $ 5.7 million in fiscal 2024, 2023 , and 2022, respectively.

The Company recorded stock-based compensation expense of $ 26.4 million, $ 10.8 million, and $ 6.6 million in fiscal 2025, 2024, and 2023, respectively.

During fiscal 2025, in connection with restructuring actions, the Company modified certain stock-based awards for a limited number of employees to permit accelerated vesting, resulting in $ 6.0 million of incremental stock-based compensation expense.

Restricted stock

The Company recorded $ 8.0 million, $ 5.3 million, and $ 5.4 million of compensation expense related to restricted stock in fiscal 2025, 2024, and 2023, respectively.

The grant date fair value of restricted stock awards that vested during fiscal 2025, 2024, and 2023 was $ 6.3 million, $ 4.6 million, and $ 4.7 million, respectively.

At March 31, 2025, the Company had $ 6.0 million of unrecognized compensation expense related to non-vested restricted stock, which it expects to recognize over a weighted-average period of 1.5 years.

The Company values restricted stock awards using the closing market price of its common shares on the date of grant.

Based upon the terms of the annual awards, restricted stock awards vest 33 percent, 33 percent, and 34 percent per year for three years , respectively.

Restricted stock awards granted to non-employee directors in fiscal 2025 vest one year from the date of grant.

A summary of restricted stock activity for fiscal 2025 was as follows:

Weighted-average

Non-vested balance, beginning of year

Non-vested balance, end of year

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

Stock options

The Company recorded $ 1.0 million , $ 1.2 million , and $ 1.1 million of compensation expense related to stock options in fiscal 2024, 2023 , and

2022, respectively.

The Company recorded $ 1.7 million, $ 1.0 million, and $ 1.2 million of compensation expense related to stock options in fiscal 2025, 2024, and 2023, respectively.

The grant date fair value of stock options that vested during fiscal 2025, 2024, and 2023, was $ 1.0 million, $ 1.2 million, and $ 1.0 million, respectively.

As of March 31, 2024 , the total compensation expense not yet recognized related to non-vested stock options was $ 1.1 million and the weighted-average period in which the remaining expense is expected to be

recognized was 1.2 years.

The Company estimated the fair value of option awards on the date of grant using the Black-Scholes option valuation model and the following

Years ended March 31,

As of March 31, 2025, the total compensation expense not yet recognized related to non-vested stock options was $ 0.1 million and the weighted-average period in which the remaining expense is expected to be recognized was 0.2 years.

The Company estimated the fair value of option awards on the date of grant using the Black-Scholes option valuation model and the following assumptions:

Year ended March 31, 2023

Fair value of options

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Expected dividend yield on the Company’s stock

Stock options expire no later than 10 years after the grant date and have an exercise price equal to the fair market value of

Modine’s common stock on the date of grant.

The risk-free interest rate was based upon yields of U.S.

Treasury zero-coupon issues with a term corresponding to the expected life of the options.

The expected volatility assumption was based upon

changes in the Company’s historical common stock prices over the same time period as the expected life of the awards.

The expected dividend yield is zero, as the Company currently does not anticipate paying dividends over the expected life of the

The expected lives of the awards are based upon historical patterns and the terms of the options.

The Company did no t

grant options in fiscal 2024.

Stock options expire no later than 10 years after the grant date and have an exercise price equal to the fair market value of Modine’s common stock on the date of grant.

The Company did no t grant options in fiscal 2025 or 2024.

Based upon the terms of the fiscal 2023 awards, stock options vest 33 percent, 33 percent, and 34 percent per year for three years , respectively.

Stock option grants preceding the fiscal 2023 grant vest 25 percent per year for four years .

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

A summary of stock option activity for fiscal 2025 was as follows:

Weighted-average

exercise price

Weighted-average

remaining contractual

exercise price

intrinsic value

3 unchanged sentences

Exercisable, March 31, 2025

The aggregate intrinsic value represents the difference between the closing price of Modine’s common shares on the last trading day of fiscal 2024 over

the exercise price of the stock options, multiplied by the number of options outstanding or exercisable.

The aggregate intrinsic value is not recorded for financial statement purposes, and this value will change based upon daily changes in the price

of Modine’s common shares.

The aggregate intrinsic value represents the difference between the closing price of Modine’s common shares on the last trading day of fiscal 2025 over the exercise price of the stock options, multiplied by the number of options outstanding or exercisable.

The aggregate intrinsic value is not recorded for financial statement purposes, and this value will change based upon daily changes in the price of Modine’s common shares.

Additional information related to stock options exercised is as follows:

2 unchanged sentences

Proceeds from stock options exercised

Restricted stock

The Company recorded $ 5.3 million, $ 5.4 million, and $ 5.0 million of compensation expense related to restricted stock in fiscal 2024, 2023, and

2022, respectively.

The grant date fair value of restricted stock awards that vested during fiscal 2024, 2023, and 2022 was $ 4.6 million, $ 4.7 million, and $ 4.4 million, respectively.

At March 31, 2024, the Company had $ 7.1 million of unrecognized compensation expense related to non-vested restricted stock, which it expects to recognize over a weighted-average period of 1.5 years.

The Company values restricted stock awards using the

closing market price of its common shares on the date of grant.

Based upon the terms of the annual awards, restricted stock awards vest 33

percent, 33 percent, and 34

percent per year for three years , respectively.

Restricted stock award grants preceding the fiscal 2023 grant vest 25 percent per year for four years .

Restricted stock awards granted to non-employee directors in fiscal 2024 vest one year from the time of grant.

MODINE MANUFACTURING COMPANY

1 unchanged sentence

(In millions, except per share amounts)

A summary of restricted stock activity for fiscal 2024 was as follows:

Weighted-average

Non-vested balance, beginning of year

Non-vested balance, end of year

Restricted stock – performance-based shares

The Company granted performance-based stock awards in fiscal 2024.

The Company granted performance - based

cash awards in fiscal 2023 and 2022 in lieu of performance-based stock awards.

Restricted stock – performance-based stock awards

The Company granted performance-based stock awards in fiscal 2025 and 2024.

The Company granted performance-based cash awards in fiscal 2023 in lieu of performance-based stock awards.

For performance-based stock awards, the Company values the awards using the closing market price of its common shares on the date of grant.

In fiscal 2024, the Company

recorded $ 4.5 million of compensation expense related to performance-based stock awards.

During fiscal 2023 all performance-based awards

were cash-based, therefore, the Company did no t recognize compensation expense related to performance-based stock awards.

In fiscal 2022,

the Company recorded a $ 0.4 million benefit related to the performance-based stock awards granted in fiscal 2020.

The payout earned for

the fiscal 2020 awards was less than previously estimated.

At March 31, 2024, the Company had $ 10.8 million of total unrecognized compensation expense related to non-vested performance-based

stock awards, which is expected to be recognized over a weighted-average period of 2.0

The payouts earned under the performance portion of the award program are based upon the attainment of certain financial targets over a three-year period and are paid after the end of that three-year

performance period, if the performance targets have been achieved.

The Company recorded $ 16.7 million and $ 4.5 million of compensation expense related to performance-based stock awards in fiscal 2025 and 2024, respectively.

During fiscal 2023 all performance-based awards were cash-based, therefore, the Company did no t recognize compensation expense related to performance-based stock awards.

At March 31, 2025, the Company had $ 21.6 million of total unrecognized compensation expense related to non-vested performance-based stock awards, which is expected to be recognized over a weighted-average period of 1.7 years.

Shares earned under the performance portion of the incentive program are based upon the attainment of certain financial targets over a three -year period and are issued after the end of that three -year performance period, if the performance targets have been achieved.

The performance metrics for the performance-based awards granted in fiscal 2025, 2024, and 2023 are based upon both a target three -year average consolidated cash flow return on invested capital and a target three -year average growth in consolidated net earnings before interest, taxes, depreciation, amortization, and certain other adjustments (“Adjusted EBITDA”) at the end of the three -year performance period, commencing with the fiscal year of grant.

Restructuring Activities

During fiscal 2024,

restructuring and repositioning expenses primarily consisted of severance expenses.

During fiscal 2024, the Company recorded $ 12.9 million

of severance expenses, of which $ 11.5 million were recorded in the Performance Technologies segment and primarily relate to the pending

closure of a technical service center in Europe.

In addition, the Company incurred equipment transfer costs within the Climate Solutions and Performance Technology segments.

These restructuring activities are part of the Company’s transformational

initiatives supported by 80/20 principles and include product line transfers intended to achieve production efficiency improvements in its manufacturing facilities.

During fiscal 2023,

restructuring and repositioning expenses primarily consisted of severance-related expenses for targeted headcount reductions in each the Climate Solutions and Performance Technologies segments and supported the Company’s objective of reducing

operational and SG&A cost structures.

In addition, the Performance Technologies and Climate Solutions segments incurred equipment transfer costs in Europe and closure costs related to a previously-leased facility in the U.S., respectively.

During fiscal 2022, the Company committed to restructuring actions to reduce SG&A and operational expenses, particularly within the Performance Technologies

During fiscal 2022, the Company recorded $ 22.1 million of severance expenses, of which $ 20.3 million were recorded in the Performance Technologies segment and primarily related to

targeted headcount reductions in Europe .

In addition, the Company implemented targeted headcount reductions

in the Climate Solutions segment.

Also in fiscal 2022, the Company incurred equipment transfer costs within the Performance Technologies segment.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

Restructuring and repositioning expenses were as follows:

2 unchanged sentences

Other restructuring and repositioning expenses

Other restructuring and repositioning expenses primarily consist of equipment transfer and plant consolidation costs.

During fiscal 2025, restructuring and repositioning expenses primarily consisted of severance expenses in Europe and North America within the Performance Technologies segment and included targeted headcount reductions intended to reduce SG&A and operational expenses.

In addition, the Company recorded severance expenses in the Climate Solutions segment, primarily related to the pending closure of a production facility in Italy.

As part of its transformational initiatives supported by 80/20 principles, the Company is taking steps to optimize the efficiency of its manufacturing footprint and processes in order to improve profit margins across both of its business segments.

Other restructuring and repositioning expenses include costs to transfer production and warehousing for certain product lines among its facilities.

During fiscal 2024, restructuring and repositioning expenses primarily consisted of severance expenses in the Performance Technologies segment related to the closure of its European technical service center.

In addition, the Company incurred equipment transfer costs within the Climate Solutions and Performance Technology segments related to its transformational initiatives.

During fiscal 2023, restructuring and repositioning expenses primarily consisted of severance expenses for targeted headcount reductions in both the Climate Solutions and Performance Technologies segments.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

The Company accrues severance in accordance with its written plans, procedures, and relevant statutory requirements.

Changes in accrued severance were

Changes in accrued severance were as follows:

Years ended March 31,

Beginning balance

Disposition (a)

Additions (a)

Disposition (b)

Effect of exchange rate changes

Ending balance

The Company sold three automotive businesses based in Germany during the third quarter of fiscal 2024.

(a) The fiscal 2025 amount excludes $ 6.0 million of non-cash severance-related costs resulting from the accelerated vesting of certain stock-based compensation awards in connection with restructuring actions.

(b) The Company sold three automotive businesses based in Germany during fiscal 2024.

See Note 2 for additional information regarding the sale.

In May 2025, the Company approved additional headcount reductions in the Performance Technologies segment and, as a result, expects to record approximately $ 4.0 million of severance expenses during the first quarter of fiscal 2026.

Other Income and Expense

5 unchanged sentences

Total other expense – net

Foreign currency transactions primarily consist of foreign currency transaction gains and losses on the re-measurement or settlement of foreign currency-denominated assets and liabilities, including

transactions denominated in a foreign currency and intercompany loans ,

along with gains and losses on foreign currency exchange contracts.

Net periodic benefit cost for the

Company’s pension and postretirement plans is exclusive of service cost .

(a) Foreign currency transactions primarily consist of foreign currency transaction gains and losses on the re-measurement or settlement of foreign currency-denominated assets and liabilities, including transactions denominated in a foreign currency and intercompany loans, along with gains and losses on foreign currency exchange contracts.

(b) Net periodic benefit cost for the Company’s pension and postretirement plans is exclusive of service cost.

MODINE MANUFACTURING COMPANY

17 unchanged sentences

Tax credits and benefits

Foreign-derived intangible income

Tax rate or law changes

3 unchanged sentences

Effective tax rate

The Company’s effective tax rate in fiscal 2025 was higher than the prior year, primarily due to the absence of a $ 3.1 million tax benefit recorded in fiscal 2024 related to the sale of three automotive businesses based in Germany and an unfavorable impact of foreign currency exchange rates, partially offset by changes in the mix and amount of foreign and U.S.

The $ 3.1 million tax benefit in fiscal 2024 is presented within the dividends and taxable foreign inclusions line in the table above;

see Note 2 for information regarding the sale of the three automotive businesses.

The Company’s fiscal 2023 effective tax rate was favorably impacted by an income tax benefit related to the reversal of a valuation allowance on deferred tax assets in the U.S, as described below.

MODINE MANUFACTURING COMPANY

1 unchanged sentence

(In millions, except per share amounts)

The Company’s fiscal 2024 effective tax rate was favorably impacted by a $ 3.1

million tax benefit related to the sale of three automotive businesses based in Germany , which is presented in the table above within dividends and taxable foreign inclusions.

The Company’s fiscal 2023 effective tax rate was favorably impacted by an income tax benefit related to the reversal of a valuation

allowance on deferred tax assets in the U.S.

The effective tax rate in fiscal 2022 was significantly impacted by an impairment reversal related to the liquid-cooled automotive business and income tax charges or benefits related to valuation

See Note 2 for information regarding the sale of the three automotive businesses in fiscal 2024 and the impairment

reversal in fiscal 2022.

The income tax charges or benefits related to valuation allowances are described below.

The Company records valuation allowances against its net deferred tax assets to the extent it determines it is more likely than not that such assets

will not be realized in the future.

The Company records valuation allowances against its net deferred tax assets to the extent it determines it is more likely than not that such assets will not be realized in the future.

Each quarter, the Company evaluates the probability that its deferred tax assets will be realized and determines whether valuation allowances or adjustments thereto are needed.

This determination involves

judgment and the use of significant estimates and assumptions, including expectations of future taxable income and tax planning strategies.

In addition, the Company considers the duration of statutory carryforward periods and historical financial

Based upon its analyses during fiscal 2024, the Company recorded net tax expense to increase deferred tax asset valuation allowances by $ 5.4 million.

This determination involves judgment and the use of significant estimates and assumptions, including expectations of future taxable income and tax planning strategies.

In addition, the Company considers the duration of statutory carryforward periods and historical financial results.

Based upon its analyses during fiscal 2025 and 2024, the Company recorded net increases to deferred tax asset valuation allowances totaling $ 0.9 million and $ 5.4 million, respectively.

Based upon its analyses during fiscal 2023, the Company reversed the valuation allowance related to certain deferred tax assets in the U.S.

result, recorded an income tax benefit of $ 57.3 million.

and, as a result, recorded an income tax benefit of $ 57.3 million.

The Company had previously maintained a full valuation allowance against net deferred tax assets in the U.S.

since fiscal 2021.

During fiscal 2023, the Company determined it was more likely than not that these deferred tax assets in the

During fiscal 2023, the Company determined it was more likely than not that these deferred tax assets in the U.S.

would be realized after consideration of both positive and negative objectively verifiable evidence.

The Company placed substantial weight on its fiscal 2022

and 2023 earnings, which resulted in a significant cumulative three-year income position.

The Company also considered forecasted future

earnings in certain key businesses.

The Company placed substantial weight on its fiscal 2022 and 2023 earnings, which resulted in a significant cumulative three-year income position.

The Company also considered forecasted future earnings in certain key businesses.

The Company maintained, however, a valuation allowance on the portion of the deferred tax assets in the U.S.

related to certain federal and state tax attributes that are not expected to be realized prior to

related to certain federal and state tax attributes that are not expected to be realized prior to expiration.

In addition, the Company recorded net tax expense to increase other deferred tax asset valuation allowances by $ 3.6 million.

Based upon its analyses during fiscal 2022, the Company determined it was more likely than not that the deferred tax assets in certain foreign jurisdictions would be

As a result, the Company reversed the valuation allowances related to these deferred tax assets and recorded income tax benefits totaling $ 13.0

The Company’s analyses included consideration of the termination of a sale agreement for the liquid-cooled automotive business and the related impairment reversal.

Separately, the Company determined it was more likely than not that the

deferred tax assets in a foreign jurisdiction would not be realized.

As a result, the Company recorded an income tax charge of $ 1.6

Together, these valuation allowance adjustments resulted in a net income tax benefit of $ 11.4 million during fiscal 2022.

addition, the Company recorded net tax expense to increase other deferred tax asset valuation allowances by $ 2.5 million.

At March 31, 2025, valuation allowances against deferred tax assets in the U.S.

and in certain foreign jurisdictions totaled $ 42.9 million and $ 20.1 million,

respectively.

and in certain foreign jurisdictions totaled $ 42.6 million and $ 25.0 million, respectively.

The Company will maintain the valuation allowances in each applicable tax jurisdiction until it determines it is more likely than not the deferred tax assets will be realized, thereby eliminating the need for a valuation allowance.

Future events or circumstances, such as lower taxable income or unfavorable changes in the financial outlook of the Company’s operations in the U.S.

and certain foreign jurisdictions, could necessitate the establishment of further valuation

and certain foreign jurisdictions, could necessitate the establishment of further valuation allowances.

MODINE MANUFACTURING COMPANY

27 unchanged sentences

Ending balance

The Company’s liability for unrecognized tax benefits as of March 31, 2024 was $ 9.2 million and, if recognized, $ 7.3 million would have an

effective tax rate impact.

The Company’s liability for unrecognized tax benefits as of March 31, 2025 was $ 9.7 million and, if recognized, $ 7.9 million would have an effective tax rate impact.

The Company does not expect a significant change in unrecognized tax benefits during fiscal 2026.

The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense.

During fiscal 2024, 2023 and

2022, interest and penalties accrued on the consolidated balance sheets and included within income tax expense in the consolidated statements of operations were not significant.

During fiscal 2025, 2024 and 2023, interest and penalties accrued on the consolidated balance sheets and included within income tax expense in the consolidated statements of operations were not significant.

The Company files income tax returns in multiple jurisdictions and is subject to examination by taxing authorities throughout the world.

At March 31, 2025, the Company was under income tax examination in several jurisdictions.

The Company’s major tax jurisdictions include the United States, Italy, and Canada.

For the United States, fiscal 2022 through fiscal 2024 remain subject to examination.

For Italy, fiscal 2020 through fiscal 2024 remain subject to examination.

For Canada, fiscal 2024 remains subject to examination.

MODINE MANUFACTURING COMPANY

1 unchanged sentence

(In millions, except per share amounts)

The Company files income tax returns in multiple jurisdictions and is subject to examination by taxing authorities throughout the world.

At March 31, 2024, the Company was under

income tax examination in a number of jurisdictions.

The Company’s major tax jurisdictions include the United States and Italy.

For the United States, fiscal 2021 through fiscal 2023 remain subject to examination.

For Italy, fiscal 2018 through fiscal 2023 remain subject

to examination.

At March 31, 2025, the Company had federal and state tax credits of $ 47.9 million that, if not utilized against U.S.

1 unchanged sentence

The Company also had state and local tax loss carryforwards totaling $ 124.5 million.

If not utilized against state apportioned taxable income, certain state and local carryforwards will expire between fiscal 2025 and 2044 , while some will not expire

due to an unlimited carryforward period.

In addition, the Company had tax loss and foreign attribute carryforwards totaling $ 236.3 million

in various tax jurisdictions throughout the world.

If not utilized against state apportioned taxable income, certain state and local carryforwards will expire between fiscal 2026 and 2043 , while some will not expire due to an unlimited carryforward period.

In addition, the Company had tax loss and foreign attribute carryforwards totaling $ 292.1 million in various tax jurisdictions throughout the world.

Certain of the carryforwards in foreign jurisdictions are offset by valuation allowances.

If not utilized against taxable income, $ 61.7 million of these carryforwards will expire between fiscal 2025

and 2034 , and $ 174.6

million, mainly related to Germany and Italy, will not expire due to an unlimited carryforward period.

If not utilized against taxable income, $ 80.8 million of these carryforwards will expire between fiscal 2026 and 2034 , and $ 211.3 million, mainly related to Germany and Italy, will not expire due to an unlimited carryforward period.

The Company’s practice and intention is to reinvest, with certain insignificant exceptions, the earnings of its non-U.S.

subsidiaries outside of the

U.S., and therefore, the Company has not recorded foreign withholding taxes or deferred income taxes for these earnings.

The Company has estimated the net amount of unrecognized foreign withholding tax and deferred tax liabilities would total

approximately $ 16.0 million if the accumulated foreign earnings were distributed;

however, the actual tax cost would be dependent on

circumstances existing when remittance occurs.

subsidiaries outside of the U.S., and therefore, the Company has not recorded foreign withholding taxes or deferred income taxes for these earnings.

The Company has estimated the net amount of unrecognized foreign withholding tax and deferred tax liabilities would total approximately $ 14.0 million if the accumulated foreign earnings were distributed;

however, the actual tax cost would be dependent on circumstances existing when remittance occurs.

Earnings Per Share

1 unchanged sentence

Years ended March 31,

Basic Earnings Per Share:

Net earnings attributable to Modine

Weighted-average shares outstanding – basic

Net earnings per share – basic

Diluted Earnings Per Share:

Net earnings attributable to Modine

Weighted-average shares outstanding – basic

Effect of dilutive securities

Weighted-average shares outstanding – diluted

Earnings per share:

Net earnings per share – basic

Net earnings per share – diluted

For fiscal 2024 there were no

anti-dilutive securities that impacted the calculation of diluted earnings per share.

For fiscal 2023 and 2022, the calculation of diluted earnings per share each excluded 0.5 million stock options, respectively, because they were anti-dilutive.

For fiscal 2023 and 2022, the calculation of diluted earnings per share each excluded 0.2 million restricted stock awards, respectively, because they were anti-dilutive.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

For fiscal 2025 and 2024 there were no securities that were anti-dilutive.

For fiscal 2023, the calculation of diluted earnings per share excluded 0.5 million and 0.2 million of stock options and restricted stock awards, respectively, because they were anti-dilutive.

Cash, Cash Equivalents and Restricted Cash

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Total cash, cash equivalents and restricted cash

Restricted cash, which is reported within other current assets and other noncurrent

assets in the consolidated balance sheets, consists primarily of deposits for contractual guarantees or commitments required for rents, import and export duties, and commercial agreements.

Restricted cash, which is reported within other current assets and other noncurrent assets in the consolidated balance sheets, consists primarily of deposits for contractual guarantees or commitments required for rents, import and export duties, and commercial agreements.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

Inventories consisted of the following:

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Net property, plant and equipment

Depreciation expense totaled $ 46.9 million, $ 46.5 million, and $ 46.4 million for

fiscal 2024, 2023, and 2022, respectively.

The March 31, 2025 property, plant and equipment in the table above exclude amounts classified as held for sale.

See Note 2 for additional information.

Depreciation expense totaled $ 50.3 million, $ 46.9 million, and $ 46.5 million in fiscal 2025, 2024, and 2023, respectively.

Gains and losses related to the disposal of property, plant and equipment are recorded within SG&A expenses.

For fiscal 2024 and 2023, losses

related to the disposal of property, plant and equipment totaled $ 0.3 million and $ 0.1 million, respectively.

For fiscal 2022, gains related to the disposal of property, plant and equipment totaled $ 0.1 million.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

For fiscal 2025, 2024 and 2023, gains and losses related to the disposal of property, plant and equipment were not significant.

Intangible Assets

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Total intangible assets

During the second quarter of fiscal 2024, the Company recorded customer relationship and acquired technology intangible assets totaling $ 2.9 million related to the Napps acquisition.

During the fourth quarter of fiscal 2024, the Company recorded intangible assets totaling $ 102.3 million and $ 11.4 million related to

the Scott Springfield Manufacturing acquisition and the purchase of intellectual property from TMGcore, Inc., respectively.

The intangible assets recorded for the Scott Springfield Manufacturing acquisition are comprised of customer relationships,

including backlog, and trade names.

The Company recorded acquired technology as part of its purchase of certain assets from TMGcore, Inc.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

During fiscal 2025, the Company recorded a measurement period adjustment to reduce the fair value of the acquired Scott Springfield Manufacturing trade name by $ 9.6 million.

This purchase accounting adjustment also resulted in an increase in goodwill.

See Note 2 for additional information.

The Company recorded $ 9.2 million, $ 8.0 million, and $ 8.4 million of

amortization expense during fiscal 2024, 2023, and 2022, respectively.

The Company estimates that it will record approximately $ 29.0

million, $ 18.0 million, $ 17.0

million, $ 17.0 million, and $ 16.0

million of annual amortization expense in fiscal 2025 through 2029, respectively.

The following table presents a roll forward of the carrying value of goodwill from March

31, 2022 to March 31, 2024 .

The Company recorded $ 27.4 million, $ 9.2 million, and $ 8.0 million of amortization expense during fiscal 2025, 2024, and 2023, respectively.

The Company estimates that it will record approximately $ 17.0 million, $ 15.0 million, $ 15.0 million, $ 15.0 million, and $ 14.0 million of annual amortization expense in fiscal 2026 through 2030, respectively.

The Company has recast the March 31, 2024 and 2023 goodwill balances to be comparable with the current segment structure.

As a result of the segment realignment in fiscal 2025, which is discussed in Note 22, the Company’s goodwill now resides entirely within the Climate Solutions segment.

There was no impact to goodwill within the underlying reporting units as a result of the segment realignment.

The following table presents a roll forward of the carrying value of goodwill from March 31, 2023 to March 31, 2025.

Balance, March 31, 2023

Acquisitions (a)

Dispositions (b)

Effect of exchange rate changes

Balance, March 31, 2024

Acquisition (disposition) (a)

Acquisition adjustment (a)

Effect of exchange rate changes

Balance, March 31, 2025

During fiscal 2024, the Company recorded $ 65.2 million and $ 1.0 million of goodwill in connection

with its acquisition of Scott Springfield Manufacturing and Napps, respectively.

In addition, the Company wrote-off $ 0.7 million

of goodwill in connection with the sale of two coatings facilities.

(a) During fiscal 2024, the Company recorded $ 65.2 million and $ 1.0 million of goodwill in connection with its acquisitions of Scott Springfield Manufacturing and Napps, respectively.

During fiscal 2025, the Company recorded a measurement period adjustment to reduce the fair value of the acquired Scott Springfield Manufacturing trade name.

This purchase accounting adjustment resulted in a $ 7.4 million increase in goodwill.

See Note 2 for additional information.

The Company tests goodwill for impairment annually, as of March 31, or more frequently if events or circumstances change that would, more likely than not, reduce the fair

value of a reporting unit below its carrying value.

To test goodwill for impairment, the Company determines the fair value of each reporting unit based upon the present value of estimated future cash flows and compares the fair value of each

reporting unit with its carrying value.

The Company’s determination of fair value involves judgment and the use of estimates and assumptions, including assumptions regarding the revenue growth rates and operating profit margins used to calculate

estimated future cash flows and risk-adjusted discount rates.

As a result of its annual goodwill impairment tests performed as of March 31, 2024, the Company determined that the fair value of each of its reporting

units exceeded their respective book values.

At both March 31, 2024 and 2023, accumulated goodwill impairment losses totaled $ 40.8 million within the Performance Technologies segment .

(b) The Company wrote-off $ 0.7 million of goodwill in connection with the sale of two coatings facilities.

See Note 2 for additional information.

The Company tests goodwill for impairment annually, or more frequently if events or circumstances change that would, more likely than not, reduce the fair value of a reporting unit below its carrying value.

During fiscal 2025, the Company voluntarily changed the date of its annual impairment test to February 28, from March 31, as it allows additional time for preparation and review of the annual impairment assessment.

The Company determined the change in the goodwill impairment assessment date did not represent a material change to the method of applying the associated accounting guidance.

The change in the date of the annual impairment test date did not result in the delay, acceleration or avoidance of an impairment charge.

To test goodwill for impairment, the Company determines the fair value of each reporting unit based upon the present value of estimated future cash flows and compares the fair value of each reporting unit with its carrying value.

MODINE MANUFACTURING COMPANY

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(In millions, except per share amounts)

As a result of its annual goodwill impairment tests performed as of February 28, 2025, the Company determined that the fair value of each of its reporting units exceeded their respective book values.

At both March 31, 2025 and 2024, accumulated goodwill impairment losses totaled $ 40.8 million within the Performance Technologies segment.

Product Warranties and Other Commitments

Product warranties

Many of the Company’s products are covered under a warranty period ranging from one to five years .

The Company records a

liability for product warranty obligations at the time of sale and adjusts its warranty accruals if it becomes probable that expected claims will differ from previous estimates.

Many of the Company’s products are covered under warranty periods that typically extend from one to two years from the shipment of the underlying products.

The Company records a liability for product warranty obligations at the time of sale and adjusts the warranty accruals if it becomes probable that expected claims will differ from previous estimates.

Changes in accrued warranty costs were as follows:

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Ending balance

The Company acquired Scott Springfield Manufacturing during fiscal 2024.

(a) The Company acquired Scott Springfield Manufacturing during fiscal 2024.

The Company sold three automotive businesses based in Germany during fiscal 2024.

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Indemnification agreements

From time to time, the Company provides indemnification agreements

related to the sale or purchase of an entity or facility.

These indemnification agreements cover customary representations and warranties typically provided in conjunction with such transactions, including income, sales, excise or other tax matters,

environmental matters and other third-party claims.

From time to time, the Company provides indemnification agreements related to the sale or purchase of an entity or facility.

These indemnification agreements cover customary representations and warranties typically provided in conjunction with such transactions, including income, sales, excise or other tax matters, environmental matters and other third-party claims.

The indemnification periods provided generally range from less than one year to fifteen years .

In addition, standard indemnification provisions reside in many commercial agreements to which the Company is a party and relate to

responsibility in the event of potential third-party claims.

In addition, standard indemnification provisions reside in many commercial agreements to which the Company is a party and relate to responsibility in the event of potential third-party claims.

The fair value of the Company’s outstanding indemnification obligations at March 31, 2025 was not material.

March 31, 2024, the Company had capital expenditure commitments of $ 20.2 million.

Significant commitments include tooling and equipment

expenditures for new and renewal programs with vehicular customers in the Performance Technologies segment and equipment expenditures to support expanding manufacturing capacity in the Climate Solutions segment.

The Company utilizes inventory

arrangements with certain vendors in the normal course of business under which the vendors maintain inventory stock at the Company’s facilities or at outside facilities.

Title passes to the Company at the time goods are withdrawn for use in

At March 31, 2025, the Company had capital expenditure commitments of $ 30.4 million.

Significant commitments include equipment expenditures to support the expansion of manufacturing capacity in the Climate Solutions segment and tooling and equipment expenditures for new and renewal programs with vehicular customers in the Performance Technologies segment.

The Company utilizes inventory arrangements with certain vendors in the normal course of business under which the vendors maintain inventory stock at the Company’s facilities or at outside facilities.

Title passes to the Company at the time goods are withdrawn for use in production.

The Company has agreements with the vendors to use the material within a specific period of time.

In some cases, the Company bears the risk of loss for the inventory because Modine is required to insure the inventory against damage

and/or theft.

In some cases, the Company bears the risk of loss for the inventory because Modine is required to insure the inventory against damage and/or theft.

This inventory is included within the Company’s consolidated balance sheets as raw materials inventory.

The Company determines if an arrangement is a lease at contract inception.

term begins upon lease commencement, which is when the Company takes possession of the asset, and may include options to extend or terminate the lease when it is reasonably certain that such options will be exercised.

The Company uses the lease term

within its determination of the appropriate lease classification, either as an operating lease or as a finance lease, and to calculate straight-line lease expense for its operating leases.

MODINE MANUFACTURING COMPANY

1 unchanged sentence

(In millions, except per share amounts)

ROU assets represent the Company’s right to use an underlying asset for the lease term

and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

The Company recognizes ROU assets and lease liabilities at the lease commencement date, based upon the present value of lease payments over the

As its lease agreements typically do not provide an implicit interest rate, the Company primarily uses an incremental borrowing rate to calculate the ROU asset and lease liability.

In determining the incremental borrowing rate, the

Company considers its current collateralized borrowing rate, the term of the lease, and the economic environment where the lease activity is concentrated.

The Company believes this method effectively estimates a borrowing rate that it could obtain

for a debt instrument with similar terms as the lease agreement.

Based upon its accounting policy, the Company does not separate lease and non-lease

components for any asset class.

The Company determines if an arrangement is a lease at contract inception.

The lease term begins upon lease commencement, which is when the Company takes possession of the asset, and may include options to extend or terminate the lease when it is reasonably certain that such options will be exercised.

The Company uses the lease term within its determination of the appropriate lease classification, either as an operating lease or as a finance lease, and to calculate straight-line lease expense for its operating leases.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

The Company recognizes ROU assets and lease liabilities at the lease commencement date, based upon the present value of lease payments over the lease term.

As its lease agreements typically do not provide an implicit interest rate, the Company primarily uses its incremental borrowing rate to calculate the ROU asset and lease liability.

In determining the incremental borrowing rate, the Company considers its current collateralized borrowing rate, the term of the lease, and the economic environment where the lease activity is concentrated.

The Company believes this method effectively estimates a borrowing rate that it could obtain for a debt instrument with similar terms as the lease agreement.

Based upon its accounting policy, the Company does not separate lease and non-lease components for any asset class.

In addition, the Company does not record short-term leases (i.e.

leases with an initial term of 12 months or less) on its consolidated balance sheets.

Certain leases require the Company to pay taxes, insurance, maintenance, and other

operating expenses associated with the leased asset.

Certain leases require the Company to pay taxes, insurance, maintenance, and other operating expenses associated with the leased asset.

Such amounts are not included in the measurement of the lease liability to the extent they are variable in nature.

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The depreciable life of the ROU assets and related leasehold improvements are limited by the expected lease term, unless the lease contains a provision to transfer title to the Company or a purchase option that the Company expects to execute.

The Company’s most significant leases represent leases of real estate, such as

manufacturing facilities, warehouses, and offices.

The Company’s most significant leases represent leases of real estate, such as manufacturing facilities, warehouses, and offices.

In addition, the Company leases manufacturing and IT equipment and vehicles.

The Company’s most significant leases have remaining lease terms of 1 to 10 years .

Certain leases contain renewal options for varying

periods, which are at the Company’s discretion.

Certain leases contain renewal options for varying periods, which are at the Company’s discretion.

If reasonably certain of exercise, the Company includes the renewal periods within the calculation of ROU assets and lease liabilities.

The Company’s lease agreements do not contain material residual

value guarantees or material restrictive covenants.

The Company’s lease agreements do not contain material residual value guarantees or material restrictive covenants.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

Lease assets and liabilities

following table provides a summary of leases recorded on the consolidated balance sheets.

The following table provides a summary of leases recorded on the consolidated balance sheets.

Balance Sheet Location

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Property, plant and equipment - net

Lease Liabilities

Operating lease liabilities

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Long-term debt

Finance lease ROU assets were recorded net of accumulated amortization of $ 3.7 million and $ 3.2 million as of March 31, 2024 and 2023, respectively.

(a) Finance lease ROU assets were recorded net of accumulated amortization of $ 4.2 million and $ 3.7 million as of March 31, 2025 and 2024, respectively.

The increases in operating lease ROU assets and liabilities in fiscal 2025 primarily resulted from the commencement of new facility leases.

The Company is increasing its production capacity to support organic growth opportunities, including within its Data Center Cooling business.

Components of lease expense

The Company records operating lease expense as either cost of sales or SG&A

expenses within its consolidated statements of operations, depending upon the nature and use of the ROU assets.

The Company records finance lease expense as depreciation expense within cost of sales or SG&A expenses, depending upon the nature

and use of the ROU assets, and as interest expense in its consolidated statements of operations.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

The Company records operating lease expense as either cost of sales or SG&A expenses within its consolidated statements of operations, depending upon the nature and use of the ROU assets.

The Company records finance lease expense as depreciation expense within cost of sales or SG&A expenses, depending upon the nature and use of the ROU assets, and as interest expense in its consolidated statements of operations.

The components of lease expense were as follows:

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Total lease expense

In fiscal 2024, 2023, and 2022 operating lease expense included short-term lease expense of $ 5.4

million, $ 5.7 million, and $ 4.2

million respectively.

(a) In fiscal 2025, 2024, and 2023 operating lease expense included short-term lease expense of $ 7.3 million, $ 5.4 million, and $ 5.7 million respectively.

Variable lease expense was not significant.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

Supplemental cash flow information

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Finance leases

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

Maturity of lease liabilities

Future minimum rental payments for leases with initial non-cancellable lease terms in

excess of one year were as follows at March 31, 2024:

Future minimum rental payments for leases with initial non-cancellable lease terms in excess of one year were as follows at March 31, 2025:

Operating Leases

3 unchanged sentences

Present value of lease liabilities

The table above excludes approximately $ 23.0 million of future lease payments associated with a 10-year

operating lease of a manufacturing facility within the Climate Solutions segment that commenced in the first quarter of fiscal 2025.

debt consisted of the following:

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

Long-term debt consisted of the following:

March 31, 2025

8 unchanged sentences

Long-term debt, including the current portion of long-term debt, matures as follows:

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

2031 & beyond

The Company maintains a credit agreement with a syndicate of banks that provides for a multi-currency $ 275.0 million revolving credit facility and U.S.

dollar- and euro-denominated term loan facilities maturing in October 2027.

In addition, the credit agreement provides for

shorter-duration swingline loans.

Borrowings under the revolving credit, swingline and term loan facilities bear interest at a variable rate, based upon the applicable reference rate and including a margin percentage dependent upon the Company’s

leverage ratio, as described below.

At March 31, 2024, the weighted-average interest rate for revolving credit facility borrowings and the term loans was 6.8

and 6.5 percent, respectively.

Based upon the terms of the credit agreement, the Company classifies borrowings under its revolving

credit and swingline facilities as long-term and short-term debt, respectively, on its consolidated balance sheets.

At March 31, 2024, the Company’s borrowings under its revolving credit and swingline facilities totaled $ 90.0 million and $ 2.0 million, respectively, and domestic letters of credit totaled $ 5.6 million.

As a result, available borrowing capacity under the Company’s revolving credit facility was $ 177.4

million as of March 31, 2024.

At March 31, 2023 the Company had no outstanding borrowings under its revolving credit and swingline

In addition, the credit agreement provides for shorter-duration swingline loans.

Borrowings under the revolving credit, swingline and term loan facilities bear interest at variable rates, based upon the applicable reference rate and including a margin percentage dependent upon the Company’s leverage ratio, as described below.

At March 31, 2025, the weighted-average interest rate for revolving credit facility borrowings and the term loans was 5.8 and 5.4 percent, respectively.

Based upon the terms of the credit agreement, the Company classifies borrowings under its revolving credit and swingline facilities as long-term and short-term debt, respectively, on its consolidated balance sheets.

At March 31, 2025, the Company’s borrowings under its revolving credit facility totaled $ 30.0 million and domestic letters of credit totaled $ 6.2 million.

At March 31, 2025, the Company had no borrowings under the swingline facility.

As a result, available borrowing capacity under the Company’s revolving credit facility was $ 238.8 million as of March 31, 2025.

At March 31, 2024, the Company’s borrowings under its revolving credit and swingline facilities totaled $ 90.0 million and $ 2.0 million, respectively.

The Company also maintains credit agreements for its foreign subsidiaries.

The outstanding short-term borrowings related to these foreign credit agreements totaled $ 9.3 million and $ 10.0 million at March 31, 2025 and 2024, respectively.

Indebtedness under the Company’s credit agreement and Senior Note agreements is secured by liens on substantially all domestic assets.

These agreements require compliance with various covenants that may limit the Company’s ability to incur

additional indebtedness;

Indebtedness under the Company’s credit agreement and Senior Notes is secured by liens on substantially all domestic assets.

These agreements require compliance with various covenants that may limit the Company’s ability to incur additional indebtedness;

make investments, loans, or guarantees;

1 unchanged sentence

and make restricted payments, including dividends.

In addition, the agreements may require prepayment in the event of

certain asset sales.

Financial covenants within its credit agreements include a leverage ratio, which requires the Company to limit its consolidated indebtedness, less a portion of its cash balances, both as defined by the credit agreements, to no more than three and one-quarter times consolidated net earnings before interest, taxes, depreciation, amortization, and certain other adjustments (“Adjusted

EBITDA”.) The Company must also maintain a ratio of Adjusted EBITDA of at least three times consolidated interest expense.

31, 2024, the Company was in compliance with its debt covenants.

In addition, the agreements may require prepayment in the event of certain asset sales.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

As of March 31, 2025, the Company was in compliance with its debt covenants.

The Company estimates the fair value of long-term debt using discounted future cash flows at rates offered to the Company for similar debt instruments of comparable maturities.

As of March 31, 2024 and 2023, the carrying value of the Company’s

long-term debt approximated fair value, with the exception of the Senior Notes, which had an aggregate fair value of approximately $ 120.9

million and $ 125.9 million, respectively.

The fair value of the Company’s long-term debt is categorized as Level 2 within the fair value

As of March 31, 2025 and 2024, the carrying value of the Company’s long-term debt approximated fair value, with the exception of the Senior Notes, which had an aggregate fair value of approximately $ 116.6 million and $ 120.9 million, respectively.

The fair value of the Company’s long-term debt is categorized as Level 2 within the fair value hierarchy.

Refer to Note 4 for the definition of a Level 2 fair value measurement.

2 unchanged sentences

The Company maintains a domestic 401(k) plan that allows employees to contribute a portion of their salary to help them save for retirement.

Company currently matches employee contributions up to 4.5 percent of their compensation.

The Company’s expense for defined contribution

employee benefit plans during fiscal 2024, 2023, and 2022 was $ 8.3 million, $ 6.9 million, and $ 6.4 million,

respectively.

The Company currently matches employee contributions up to 4.5 percent of their compensation.

The Company’s expense for defined contribution employee benefit plans during fiscal 2025, 2024, and 2023 was $ 9.3 million, $ 8.3 million, and $ 6.9 million, respectively.

In addition, the Company maintains non-qualified deferred compensation plans for eligible employees, and various non-U.S.

subsidiaries have

government-required defined contribution plans in place, under which they contribute a percentage of employee earnings into accounts, consistent with local laws.

subsidiaries have government-required defined contribution plans in place, under which they contribute a percentage of employee earnings into accounts, consistent with local laws.

Statutory termination plans

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subsidiaries have statutory termination indemnity plans covering eligible employees.

The benefits under these plans are based upon

years of service and final average compensation levels or a monthly retirement benefit amount.

The benefits under these plans are based upon years of service and final average compensation levels or a monthly retirement benefit amount.

These programs are substantially unfunded in accordance with local laws.

1 unchanged sentence

The Company maintains non-contributory defined benefit pension plans that cover eligible domestic employees.

These plans are closed to new

participants.

The primary domestic plans cover most domestic employees hired on or before December 31, 2003 and provide benefits based primarily upon years of service and average compensation for salaried and some hourly employees.

other hourly employees are based upon a monthly retirement benefit amount.

Currently, the Company’s domestic pension plans do not include increases in annual earnings or future service in calculating the average annual earnings and years of credited

service under the pension plan benefit formula.

These plans are closed to new participants.

The primary domestic plan covers most domestic employees hired on or before December 31, 2003 and provides benefits based primarily upon years of service and average compensation for salaried and some hourly employees.

Benefits for other hourly employees are based upon a monthly retirement benefit amount.

Currently, the Company’s domestic pension plans do not include increases in annual earnings or future service in calculating the average annual earnings and years of credited service under the pension plan benefit formula.

Certain non-U.S.

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The primary non-U.S.

maintained in Germany and Italy and are closed to new participants.

The Company previously maintained certain pension plans in Germany and Austria that conveyed to the buyers of the Germany automotive businesses and Austrian air-cooled automotive

business during fiscal 2024 and 2022, respectively;

plans are maintained in Germany and Italy and are closed to new participants.

The Company previously maintained certain pension plans in Germany that conveyed to the buyer of the Germany automotive businesses during fiscal 2024;

see Note 2 for additional information.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

In connection with funding relief provisions within the American Rescue Plan Act of 2021, the

Company made $ 0.9 million cash contributions to its U.S.

pension plans during fiscal 2024 and no cash contributions in fiscal 2023.

The Company contributed $ 3.5

million to its U.S.

The Company contributed $ 6.5 million to its U.S.

pension plans during fiscal 2025.

In connection with funding relief provisions within the American Rescue Plan Act of 2021, the Company made $ 0.9 million cash contributions to its U.S.

pension plans during fiscal 2024 and no cash contributions in fiscal 2023.

In addition, the Company contributed $ 1.1 million, $ 1.8 million, and $ 1.5 million to its non-U.S.

pension plans during fiscal 2025, 2024, and 2023, respectively.

These contributions are

reported within the change in other liabilities in the consolidated statements of cash flows.

These contributions are reported within the change in other liabilities in the consolidated statements of cash flows.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

In June 2024, the Company approved the termination of its primary U.S.

pension plan, subject to approvals from the Internal Revenue Service and the Pension Benefit Guaranty Corporation.

The Company intends to offer certain participants the option to receive their pension benefits in the form of a lump-sum distribution prior to purchasing annuity contracts to transfer its remaining obligations under the plan.

In connection with the plan termination, the Company expects to make additional cash contributions in the range of $ 15.0 million to $ 20.0 million to fully fund the plan, on a plan termination basis, and to record non-cash pension settlement charges totaling approximately $ 115.0 million to $ 125.0 million during fiscal 2026.

The timing and amount of the final cash contributions and settlement charges could materially differ from the Company’s estimates due to the nature and timing of participant settlements, prevailing market and economic conditions, the duration of the termination process, or other factors.

Postretirement plans

The Company provides selected healthcare and life insurance benefits for eligible retired domestic employees.

The Company periodically amends these

unfunded plans to change the contribution rate of retirees and the amounts and forms of coverage.

The Company periodically amends these unfunded plans to change the contribution rate of retirees and the amounts and forms of coverage.

An annual limit on the Company’s cost is defined for the majority of these plans.

The Company’s net periodic income for its postretirement plans in

fiscal 2024 was $ 0.4 million.

The net periodic income for its postretirement plans in each fiscal 2023 and 2022 was $ 0.3 million.

The Company’s net periodic income for its postretirement plans in fiscal 2025, 2024, and 2023 was $ 0.3 million, $ 0.4 million, and $ 0.3 million, respectively.

Measurement date

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Interest cost

Actuarial gain

Actuarial loss (gain)

Benefits paid

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pension plans totaled $ 11.8 million, $ 13.0 million, and $ 21.2 million, respectively.

million decrease in the benefit obligation associated with non-U.S.

pension plans as of March 31, 2024, compared with the prior year, was primarily due to the sale of the Germany automotive businesses and employer contributions for benefits paid to

plan participants which decreased the obligation by $ 7.4 million and $ 1.8 million, respectively, and to a lesser extent, the impact of foreign currency exchange rates.

The decreases were partially offset by service and interest cost and net actuarial losses

during the year totaling $ 0.8 million and $ 0.5

million, respectively.

In fiscal 2023, the $ 5.3 million decrease was primarily due to net actuarial gains during the year from an

increase in discount rates and employer contributions for benefits paid to plan participants which decreased the obligation by $ 4.4

million and $ 1.5 million, respectively, and to a lesser extent, the impact of foreign currency exchange rates.

The decreases were

partially offset by service and interest cost totaling $ 0.7 million.

The $ 1.2 million decrease in the benefit obligation associated with non-U.S.

pension plans as of March 31, 2025, compared with the prior year, was primarily due to employer contributions and net actuarial gains during the year totaling $ 2.0 million, partially offset by service and interest cost totaling $ 0.6 million.

In fiscal 2024, the $ 8.2 million decrease was primarily due to the sale of the Germany automotive businesses and employer contributions for benefits paid to plan participants which decreased the obligation by $ 7.4 million and $ 1.8 million, respectively, and to a lesser extent, the impact of foreign currency exchange rates.

The decreases were partially offset by service and interest cost and net actuarial losses during the year totaling $ 0.8 million and $ 0.5 million, respectively.

The accumulated benefit obligation for pension plans was $ 180.2 million and $ 178.6 million as of March 31, 2025 and 2024, respectively.

The net actuarial loss

related to the pension plans recognized in accumulated other comprehensive loss was $ 117.9

million and $ 123.5 million as of March 31, 2024 and 2023, respectively.

The benefit obligation as of March 31, 2025 includes the estimated settlement liability for the U.S.

plan in connection with the pending plan termination.

The estimated settlement liability includes the Company’s estimates regarding the percentage of participants who will elect a lump sum payment and for annuity pricing.

The net actuarial loss related to the pension plans recognized in accumulated other comprehensive loss was $ 122.0 million and $ 117.9 million as of March 31, 2025 and 2024, respectively.

Costs for the Company’s global pension plans included the following components:

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Expected return on plan assets

Amortization of net actuarial loss

Amortization of unrecognized net loss

Settlements (a)

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Other changes in benefit obligation recognized in other comprehensive income:

Net actuarial gain

Net actuarial (loss) gain

Amortization of net actuarial loss (b)

Total recognized in other comprehensive income

The settlement charges

resulted from activity associated with the Company’s non-U.S.

Total recognized in other comprehensive income (loss)

(a) The settlement charges resulted from activity associated with the Company’s non-U.S.

pension plans.

The fiscal 2024 amount includes $ 0.6 million of net actuarial

g ains written-off as a result of the sale of the Germany automotive businesses.

The fiscal 2022 amount includes

$ 1.7 million of net actuarial losses written-off as a result of the sale of the Austrian ai r-cooled automotive business.

(b) The fiscal 2024 amount includes $ 0.6 million of net actuarial gains written-off as a result of the sale of the Germany automotive businesses.

See Note 2 for additional information on the sale of these businesses.

The Company amortized $ 3.9 million, $ 5.7 million, and $ 8.6 million of net actuarial loss in

fiscal 2024, 2023, and 2022, respectively.

Exclusive of the $ 0.6 million and $ 1.7 million written-off in fiscal 2024 and 2022 upon the sale of the Germany automotive businesses and Austrian air-cooled automotive business, respectively,

referenced above, less than $ 1.0 million

of the amortization was attributable to the Company’s non-U.S.

The Company amortized $ 4.6 million, $ 3.9 million, and $ 5.7 million of net actuarial loss in fiscal 2025, 2024, and 2023, respectively.

Exclusive of the $ 0.6 million written-off in fiscal 2024 upon the sale of the Germany automotive businesses referenced above, less than $ 1.0 million of the amortization was attributable to the Company’s non-U.S.

pension plans in each of these years.

The Company used a discount rate of 5.4 %

and 5.2 % as of March 31, 2024 and 2023, respectively, for determining its benefit obligations under its U.S.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

The Company used a discount rate of 5.5 % and 5.4 % as of March 31, 2025 and 2024, respectively, for determining its benefit obligations under its U.S.

pension plans.

used a weighted-average discount rate of 3.7 % and 3.8 % as of March 31, 2024 and 2023, respectively, for determining its benefit obligations under its non-U.S.

The Company used a weighted-average discount rate of 4.0 % and 3.7 % as of March 31, 2025 and 2024, respectively, for determining its benefit obligations under its non-U.S.

pension plans.

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pension plans for fiscal 2025, 2024, and 2023, respectively.

The Company used a weighted-average discount rate

of 4.0 %, 2.9 %, and 1.6 % to determine its costs under its non-U.S.

The Company used a weighted-average discount rate of 3.9 %, 4.0 %, and 2.9 % to determine its costs under its non-U.S.

pension plans for fiscal 2025, 2024, and 2023, respectively.

The Company determined the discount rates

used for its U.S.

The Company determined the discount rates used for its U.S.

pension plans by modeling a portfolio of high-quality corporate bonds, with appropriate consideration given to expected defined benefit payment terms and duration of the respective pension obligations.

The Company used a similar

process to determine the discount rate for its non-U.S.

The Company used a similar process to determine the discount rate for its non-U.S.

pension obligations.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

Plan assets in the Company’s

Plan assets in the Company’s U.S.

pension plans comprise 100 percent of the Company’s world-wide pension plan assets.

The Company establishes its pension plan

investment guidelines considering market conditions, its tolerance for risk, and cash requirements for benefit payments.

The Company measures and monitors investment risk on an ongoing basis through quarterly investment portfolio reviews, annual

liability measurements and periodic asset/liability studies.

For fiscal 2024, in light of the highly funded status of the U.S.

pension plans, the Company revised its target allocation to increase weighting towards debt securities with durations

matched to plan liabilities.

Company’s U.S.

The Company establishes its pension plan investment guidelines considering market conditions, its tolerance for risk, and cash requirements.

In connection with the upcoming plan termination, the Company has adjusted its investment portfolio to both protect the plan’s funded status and to match the maturities of the plan assets with the anticipated funding requirements for the upcoming lump-sum offering and future benefit payments.

During fiscal 2025, 2024 and 2023, the Company’s pension plans did not directly own shares of Modine common stock.

The Company’s U.S.

pension plan weighted-average asset allocations at the measurement dates of March 31, 2025 and 2024 were as follows:

March 31, 2024

March 31, 2023

Target allocation

Debt securities

Equity securities

Cash and cash equivalents

Equity securities

Real estate investments

Due to market conditions and other factors, including timing of benefit payments and other transactions, actual asset allocation may vary from the

target allocation outlined above.

The Company periodically rebalances the assets to the target allocations.

During fiscal 2024, 2023 and 2022, the Company’s pension plans did not directly own shares of Modine common stock.

The expected rate of return on U.S.

assets is based upon historical return experience and forward-looking return expectations for major asset class categories.

plan assets is based upon historical return experience and forward-looking return expectations for major asset class categories.

For fiscal 2025, 2024, and 2023 U.S.

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pension plan expense, the Company has assumed a rate of return on plan assets of 5.5 percent.

The Company’s funding policy for its U.S.

pension plans is to contribute annually, at a minimum, the amount necessary on an actuarial basis to provide

for benefits in accordance with applicable laws and regulations.

The Company expects to contribute approximately $ 8.0 million to its U.S.

plans during fiscal 2025.

Estimated pension benefit payments for the Company’s global pension plans during the next ten fiscal years are as follows:

Estimated pension benefit payments for the Company’s global pension plans during the next ten fiscal years are shown below.

In connection with the pending U.S.

pension plan termination, the Company expects to make payments for lump sums to certain participants and for annuity contracts during fiscal 2026.

Estimated Pension

Benefit Payments

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

Derivative Instruments

The Company uses derivative financial instruments from time to time as a tool to manage certain financial risks.

The Company’s policy prohibits the use of leveraged

The Company’s policy prohibits the use of leveraged derivatives.

Accounting for derivatives and hedging activities requires derivative financial instruments to be measured at fair value and recognized as assets or liabilities in the consolidated balance sheets.

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Refer to Note 4 for the definition of a Level 2 fair value measurement.

Accounting for

the gain or loss resulting from the change in fair value of the derivative financial instruments depends on whether it has been designated as a hedge, and, if so, on the nature of the hedging activity.

Accounting for the gain or loss resulting from the change in fair value of the derivative financial instruments depends on whether it has been designated as a hedge, and, if so, on the nature of the hedging activity.

Commodity derivatives

The Company periodically enters into over-the-counter forward contracts related to forecasted purchases of aluminum and copper.

The Company’s strategy

in entering into these contracts is to reduce its exposure to changing market prices of these commodities.

The Company’s strategy in entering into these contracts is to reduce its exposure to changing market prices of these commodities.

The Company designates certain commodity forward contracts as cash flow hedges for accounting purposes.

Accordingly, for these designated

hedges, the Company records unrealized gains and losses related to the change in the fair value of the contracts in accumulated other comprehensive income (loss) (“AOCI”) within shareholders’ equity and subsequently recognizes the gains and losses

within cost of sales as the underlying inventory is sold.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

Accordingly, for these designated hedges, the Company records unrealized gains and losses related to the change in the fair value of the contracts in accumulated other comprehensive income (loss) (“AOCI”) within shareholders’ equity and subsequently recognizes the gains and losses within cost of sales as the underlying inventory is sold.

Foreign exchange contracts

The Company’s foreign exchange risk management strategy uses derivative financial instruments to mitigate foreign currency exchange risk.

periodically enters into foreign currency forward contracts to hedge specific foreign currency-denominated assets and liabilities as well as forecasted transactions.

The Company designates certain hedges of forecasted transactions as cash flow

hedges for accounting purposes.

gains and losses as a component of earnings at the same time and in the same financial statement line that the underlying transactions impact earnings.

The Company has not designated forward contracts related to foreign currency-denominated assets

and liabilities as hedges.

The Company periodically enters into foreign currency forward contracts to hedge specific foreign currency-denominated assets and liabilities as well as forecasted transactions.

The Company designates certain hedges of forecasted transactions as cash flow hedges for accounting purposes.

Accordingly, for these designated hedges, the Company records unrealized gains and losses related to the change in the fair value of the contracts in AOCI within shareholders’ equity and subsequently recognizes the gains and losses as a component of earnings at the same time and in the same financial statement line that the underlying transactions impact earnings.

The Company has not designated forward contracts related to foreign currency-denominated assets and liabilities as hedges.

Accordingly, for these non-designated contracts, the Company records unrealized gains and losses related to changes in fair value in other income and expense.

Gains and losses on these foreign currency contracts are

offset by foreign currency gains and losses associated with the related assets and liabilities.

Gains and losses on these foreign currency contracts are offset by foreign currency gains and losses associated with the related assets and liabilities.

The fair value of the Company’s derivative financial instruments recorded in the consolidated balance sheets were as follows:

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Derivatives designated as hedges:

Foreign exchange contracts

Other current assets

Commodity derivatives

Other current assets

Foreign exchange contracts

Other current liabilities

Foreign exchange contracts

Other current assets

Derivatives not designated as hedges:

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Other current liabilities

The amounts associated with derivative financial instruments that the Company designated for hedge accounting during the years ended March 31 were as

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

The amounts associated with derivative financial instruments that the Company designated for hedge accounting during the years ended March 31 were as follows:

Gain (loss) recognized in

other comprehensive income

of Operations

Gain (loss) reclassified

other comprehensive income

Commodity derivatives

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Cost of sales

Total (losses) gains

The amounts associated with derivative financial instruments that the Company did not designate for hedge accounting were as follows:

Statement of Operations

Years ended March 31,

Statement of Operations Location

Foreign exchange contracts

Other income (expense) - net

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

Other expense – net

Risks, Uncertainties, Contingencies and Litigation

The Company invests excess

cash primarily in investment quality, short-term liquid debt instruments.

The Company invests excess cash primarily in investment quality, short-term liquid debt instruments.

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of accounts receivable.

The Company sells a broad

range of products that provide thermal solutions to customers operating throughout the world.

In fiscal 2024, 2023, and 2022, no

customers accounted for more than ten percent of the Company’s total sales.

Sales to the Company’s top ten customers were 40 percent, 39 percent, and 39 percent of total sales

in fiscal 2024, 2023, and 2022, respectively.

The Company sells a broad range of products that provide thermal solutions to customers operating throughout the world.

In fiscal 2025, 2024, and 2023, no customers accounted for more than ten percent of the Company’s total sales.

Sales to the Company’s top ten customers were 43 percent, 40 percent, and 39 percent of total sales in fiscal 2025, 2024, and 2023, respectively.

At March 31, 2025 and 2024, 43 percent and 35 percent, respectively, of the Company’s trade accounts receivable were due from the Company’s top ten customers.

These customers operate primarily in the commercial vehicle, off-highway, automotive and light vehicle, data center cooling, and commercial air conditioning and refrigeration

These customers operate primarily in the data center cooling, commercial vehicle, off-highway, commercial air conditioning and refrigeration, and automotive and light vehicle markets.

The Company generally does not require collateral or advanced payments from its customers.

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The Company manages credit risk through its focus on the following:

Cash and investments – reviewing cash deposits and short-term investments to ensure banks have credit ratings acceptable to the Company and

that short-term investments are maintained in secured or guaranteed instruments;

Accounts receivable – performing periodic customer credit evaluations and actively monitoring their financial condition and applicable business

Pension assets – ensuring that investments within pension plans provide appropriate diversification, monitoring of investment teams, ensuring

that portfolio managers adhere to the Company’s investment policies and directives, and ensuring that exposure to high risk investments is limited;

● Cash and cash equivalents – maintaining cash and short-term deposits with financial institutions with reputable credit ratings;

● Accounts receivable – performing periodic customer credit evaluations and actively monitoring their financial condition and applicable business news;

● Pension assets – ensuring that investments within pension plans provide appropriate diversification, monitoring of investment teams, ensuring that portfolio managers adhere to the Company’s investment policies and directives, and ensuring that exposure to high risk investments is limited;

● Insurance – ensuring that insurance providers maintain financial ratings that are acceptable to the Company.

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

Counterparty risk

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Environmental

The Company has recorded

environmental monitoring and remediation accruals related to manufacturing facilities in the U.S., one of which the Company currently owns and operates, and at its former manufacturing facility in the Netherlands.

These accruals primarily relate to

soil and groundwater contamination at facilities where past operations followed practices and procedures that were considered acceptable under then-existing regulations, or where the Company is a successor to the obligations of prior owners, and

current laws and regulations require investigative and/or remedial work to ensure sufficient environmental compliance.

In instances where a range of loss can be reasonably estimated for a probable environmental liability, but no amount within the

range is a better estimate than any other amount, the Company accrues the minimum of the range.

The Company’s accruals for environmental

matters totaled $ 17.6 million at both March 31, 2024 and 2023.

During each fiscal 2024 and 2023, the Company increased its remediation

accrual related to a former manufacturing facility in the U.S.

The Company has recorded environmental monitoring and remediation accruals related to manufacturing facilities in the U.S., one of which the Company currently owns and operates, and at its former manufacturing facility in the Netherlands.

These accruals primarily relate to soil and groundwater contamination at facilities where past operations followed practices and procedures that were considered acceptable under then-existing regulations, or where the Company is a successor to the obligations of prior owners, and current laws and regulations require investigative and/or remedial work to ensure sufficient environmental compliance.

In instances where a range of loss can be reasonably estimated for a probable environmental liability, but no amount within the range is a better estimate than any other amount, the Company accrues the minimum of the range.

The Company’s accruals for environmental matters totaled $ 15.8 million and $ 17.6 million at March 31, 2025 and 2024, respectively.

During fiscal 2024, the Company increased its remediation accrual related to a former manufacturing facility in the U.S.

by $ 1.0 million.

As additional information becomes available regarding

environmental matters, the Company will re-assess the liabilities and revise the estimated accruals, if necessary.

While it is possible that the ultimate environmental remediation costs may be in excess of amounts accrued, the Company believes, based upon currently available

information, that the ultimate outcome of these matters, individually and in the aggregate, will not have a material adverse effect on its financial position.

However, these matters are subject to inherent uncertainties, and unfavorable outcomes

could occur, including significant monetary damages.

As additional information becomes available regarding environmental matters, the Company will re-assess the liabilities and revise the estimated accruals, if necessary.

While it is possible that the ultimate environmental remediation costs may be in excess of amounts accrued, the Company believes, based upon currently available information, that the ultimate outcome of these matters, individually and in the aggregate, will not have a material adverse effect on its financial position.

However, these matters are subject to inherent uncertainties, and unfavorable outcomes could occur, including significant monetary damages.

Other litigation

In the normal course of business, the Company and its subsidiaries are named as defendants in various lawsuits and enforcement proceedings by private parties, governmental agencies and/or others in which claims are asserted against Modine.

The Company believes that any additional loss in excess of amounts already accrued would not have a material effect on the Company’s consolidated balance sheet, results of operations, and cash flows.

In addition, management expects that the liabilities which may ultimately result from such lawsuits or proceedings, if any, would not have a material adverse effect on the Company’s financial position.

MODINE MANUFACTURING COMPANY

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(In millions, except per share amounts)

Other litigation

In the normal course of business, the Company and its subsidiaries are named as defendants in various lawsuits and enforcement proceedings by private

parties, governmental agencies and/or others in which claims are asserted against Modine.

The Company believes that any additional loss in excess of amounts already accrued would not have a material effect on the Company’s consolidated balance

sheet, results of operations, and cash flows.

Accumulated Other Comprehensive Loss

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Amortization of unrecognized net loss (a)

Unrecognized net pension gain in disposed businesses (b)

Realized gains - net (c)

Realized gains - net (b)

Total other comprehensive income (loss)

5 unchanged sentences

Amortization of unrecognized net loss (a)

Realized gains - net (c)

Realized gains - net (b)

Unrecognized net pension gain in disposed businesses (c)

Total other comprehensive income (loss)

Balance March 31, 2024

are included in the calculation of net periodic benefit cost for the Company’s defined benefit plans, which include pension and other postretirement plans.

(a) Amounts are included in the calculation of net periodic benefit cost for the Company’s defined benefit plans, which include pension and other postretirement plans.

See Note 18 for additional information about the Company’s pension plans.

As a result of the sale of three automotive businesses based in Germany, the Company wrote -off $ 0.6 million of

net actuarial gains related to the disposal group’s pension plan.

(b) Amounts represent net gains and losses associated with cash flow hedges that were reclassified to net earnings See Note 19 for additional information regarding derivative instruments.

(c) As a result of the sale of three automotive businesses based in Germany, the Company wrote-off $ 0.6 million of net actuarial gains related to the disposal group’s pension plan.

See Note 2 for additional information regarding the sale.

Amounts represent net gains and losses associated with cash flow hedges that were

reclassified to net earnings.

See Note 19 for additional information regarding derivative instruments.

Segment and Geographic Information

The Company’s Climate Solutions segment provides energy-efficient, safe, climate-controlled solutions and components for a wide range of critical applications.

The Climate Solutions segment sells data center cooling solutions, heat transfer products, and HVAC&R products to customers in North America, EMEA, and Asia.

The Company’s Performance Technologies segment designs and manufactures air- and liquid-cooled heat exchangers for vehicular, stationary power, and industrial applications.

In addition, the Performance Technologies segment provides advanced thermal solutions to zero-emission and hybrid commercial vehicle and automotive customers.

See Note 3 for additional information regarding net sales by product groups within each segment.

MODINE MANUFACTURING COMPANY

1 unchanged sentence

(In millions, except per share amounts)

Segment and Geographic Information

The Company’s Climate

Solutions segment provides heat transfer products, heating, ventilating, air conditioning and refrigeration products and data center cooling solutions to global customers.

The Company’s Performance Technologies segment designs and manufactures

air-and liquid-cooled technology for vehicular, stationary power, and industrial applications.

In addition, the Performance Technologies segment provides advanced thermal solutions to zero-emission and hybrid commercial vehicle and automotive

customers and coatings products and application services.

Each operating segment is managed by a president and has separate financial results reviewed by the Company’s chief operating decision maker.

Financial results, including net sales, gross profit, gross

margin and operating income, together with other considerations, are used by the chief operating decision maker in evaluating the performance of each segment and in making decisions on the allocation of resources between the Company’s operating

Effective April 1, 2022, the Company began

managing its operations under two operating segments, Climate Solutions and Performance Technologies.

The Climate Solutions segment

includes the previously-reported Building HVAC Systems and Commercial and Industrial Solutions (“CIS”) segments, with the exception of CIS Coatings.

The Performance Technologies segment includes the previously-reported Heavy Duty Equipment and

Automotive segments and the CIS Coatings business.

The segment realignment had no impact on the Company’s consolidated financial position, results of operations, and cash flows.

Segment financial information for fiscal 2022 has been recast to

conform to the current presentation.

Effective April 1, 2024, the Company moved its Coatings business, which was previously managed by and reported within the Performance Technologies segment,

under the leadership of the Climate Solutions segment.

Under this refined organizational structure, the Coatings business is better aligned with the Climate Solution’s Heat Transfer Products business, which serves similar HVAC&R markets and

The Company expects that unifying these compl e mentary businesses will allow for it to better focus resources on targeted growth and allow for a more

efficient application of 80/20 principles to optimize profit margins and cash flow.

Beginning for fiscal 2025, the Company will report the financial results of the Coatings business within the Climate Solutions segment.

The following is a summary

of net sales, gross profit, and operating income by segment.

See Note 3 for additional information regarding net sales by product groups within each segment.

Under this refined organizational structure, the Coatings business is better aligned with the Climate Solution’s Heat Transfer Products business, which serves similar heating, ventilating, air conditioning, and refrigeration markets and customers.

The Company believes that unifying these complementary businesses is allowing it to better focus resources on targeted growth opportunities and more efficiently apply 80/20 principles to optimize profit margins and cash flow.

Segment financial information for the prior years has been recast to conform to the current presentation.

The Company’s chief operating decision maker (“CODM”), its President and Chief Executive Officer, reviews the separate financial results for each of its operating segments.

The CODM uses segment operating income as a measure of profit and loss to evaluate the financial performance of each segment and as the basis for allocating company resources.

The tables below present net sales and significant expense categories for each of the Company’s segments that are regularly provided to the CODM.

Net sales for Corporate and eliminations primarily represent the elimination of inter-segment sales.

Inter-segment sales are accounted for based upon an established markup over production costs.

Year ended March 31, 2025

Corporate and

External sales

Inter-segment

Climate Solutions

Performance Technologies

Segment total

Corporate and eliminations

Inter-segment sales

Cost of sales

Selling, general and administrative expenses

Restructuring expenses

Operating income

Year ended March 31, 2024

Corporate and

External sales

Inter-segment

Climate Solutions

Performance Technologies

Segment total

Corporate and eliminations

MODINE MANUFACTURING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

Inter-segment sales

Cost of sales

Selling, general and administrative expenses

Restructuring expenses

Gain on sale of assets

Operating income

Year ended March 31, 2023

Corporate and

External sales

Inter-segment

Climate Solutions

Performance Technologies

Segment total

Corporate and eliminations

Inter-segment sales are accounted for based upon an established markup over production costs.

Net sales for Corporate and eliminations primarily

represent the elimination of inter-segment sales.

Years ended March 31,

Gross profit:

Climate Solutions

Performance Technologies

Segment total

Corporate and eliminations

Years ended March 31,

Operating income:

Climate Solutions

Performance Technologies

Segment total

Corporate and eliminations (a)

Inter-segment sales

Cost of sales

Selling, general and administrative expenses

Restructuring expenses

Operating income

The operating loss for Corporate includes certain research and development costs,

legal, finance and other general corporate and central services expenses, and other costs that are either not directly attributable to an operating segment or not considered when management evaluates segment performance.

The following is a summary of segment assets, comprised entirely of trade accounts receivable and inventories, and other assets:

Climate Solutions

Performance Technologies

Represents cash and cash equivalents, other current assets, property plant and

equipment, intangible assets, goodwill, deferred income taxes, and other noncurrent assets for the Climate Solutions and Performance Technologies segments and Corporate.

MODINE MANUFACTURING COMPANY

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(In millions, except per share amounts)

SG&A expenses at Corporate include legal, finance, general corporate and central services expenses and other costs that are either not directly attributable to an operating segment or not considered when the CODM evaluates segment performance.

The following is a summary of segment assets, comprised entirely of trade accounts receivable and inventories, and other assets:

Climate Solutions

Performance Technologies

(a) Represents cash and cash equivalents, other current assets, property plant and equipment, intangible assets, goodwill, deferred income taxes, and other noncurrent assets for the Climate Solutions and Performance Technologies segments and Corporate.

The following is a summary of capital expenditures and depreciation and amortization expense by segment:

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Capital expenditures:

Climate Solutions (a)

Climate Solutions

Performance Technologies

Total capital expenditures

In March 2024, the Company purchased a manufacturing

site in the U.K.

for $ 13.4 million in order to expand its production capacity for data center cooling products.

Years ended March 31,

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Modine Manufacturing Company:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Modine Manufacturing Company and subsidiaries (the Company) as of March 31, 2024 and March 31,

2023, the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for the years then ended, and the related notes and financial statement schedule II - Valuation and Qualifying Accounts (collectively,

the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024 and March 31, 2023, and the results of its operations

and its cash flows for each of the years then ended, in conformity with U.S.

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Modine Manufacturing Company and subsidiaries (the Company) as of March 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended March 31, 2025, and the related notes and financial statement schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended March 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal

control over financial reporting as of March 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated May 22, 2024

expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated

financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable

assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial

statements, whether due to error or fraud, and performing procedures that respond to those risks.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable

basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were

communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on

the critical audit matters or on the accounts or disclosures to which they relate.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Realizability of certain domestic deferred tax assets

As discussed in Notes 1 and 8 to the consolidated financial statements, the Company establishes a valuation allowance if it is more

likely than not that a deferred tax asset, or portion thereof, will not be realized.

In making this assessment, the Company considers expectations of future taxable income and tax planning strategies.

In addition, the Company considers the duration

of statutory carryforward periods and historical financial results.

Valuation allowances as of March 31, 2024 were $63.0 million, a portion of which are related to certain domestic deferred tax assets.

We identified the evaluation of the realizability of certain domestic deferred tax assets, specifically certain federal carryforward

assets, as a critical audit matter.

Subjective and challenging auditor judgment was required to:

(i) evaluate the realizability of certain federal carryforward assets based on the projected future taxable income over the periods in which those

federal carryforward assets will be utilized and (ii) assess the application of tax laws to utilize the federal carryforward assets.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the

operating effectiveness of certain internal controls related to the Company’s evaluation of the realizability of the federal carryforward assets, including controls related to the projections of future taxable income and the application of tax laws

to utilize the federal carryforward assets.

We evaluated the reasonableness of management’s projections of future taxable income, including positive and negative evidence used, by comparing the projections to:

recent financial profitability trends of the Company

industry data and economic trends, and

evidence obtained in other areas of the audit.

We assessed the Company’s ability to project future earnings based on comparisons of the Company’s previous annual projections to actual

We performed a sensitivity analysis over the amount and timing of future taxable income to assess the impact on utilization of the federal carryforward assets.

We involved tax professionals with specialized skills and knowledge, who assisted

in assessing the Company’s application of tax laws to utilize the federal carryforward assets and evaluating the recognition and realizability of the federal carryforward assets.

Acquisition date fair value of certain customer relationship intangible assets

As discussed in Notes 1, 2 and 13 to the consolidated financial statements, on March 1, 2024, the Company acquired all of the issued and

outstanding shares in the capital of Scott Springfield Mfg.

for consideration totaling $184.1 million.

The Company accounts for the acquired business using the acquisition method of accounting by recording assets acquired and liabilities assumed

at their respective fair values.

As part of the transaction, the Company acquired customer relationship intangible assets with an acquisition date fair value of $66.9 million, which was determined using the multi-period excess earnings method.

We identified the assessment of the acquisition date fair value of certain customer relationship intangible assets as a critical audit

Subjective auditor judgment was required to evaluate certain assumptions used to determine the acquisition date fair value, specifically, future revenue growth rates, customer attrition rate, and discount rate.

Changes in these assumptions

could have an impact on the forecasted future cash flows used in the multi-period excess earnings method and the resulting fair value of the customer relationship intangible assets.

As discussed in Notes 1 and 8 to the consolidated financial statements, the Company establishes a valuation allowance if it is more likely than not that a deferred tax asset, or portion thereof, will not be realized.

In making this assessment, the Company considers expectations of future taxable income based on historical financial results, the duration of statutory carryforward periods and tax planning strategies.

Valuation allowances as of March 31, 2025 were $67.6 million, a portion of which are related to certain deferred tax assets in the U.S.

We identified the evaluation of the realizability of certain domestic deferred tax assets, specifically certain federal carryforward assets, as a critical audit matter.

Subjective auditor judgment was required to evaluate the realizability of certain federal carryforward assets because of the complexity of U.S.

tax laws and regulations and the need to involve tax professionals with specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the

operating effectiveness of certain internal controls related to the Company’s acquisition date valuation process over certain customer relationship intangible assets.

This included certain controls over the development of the assumptions listed

We evaluated future revenue growth rates by comparing them to industry reports.

We evaluated the customer attrition rate by comparing to historical attrition rates of similar existing customers.

We involved valuation professionals with

specialized skills and knowledge who assisted in evaluating:

the customer attrition rate by comparing the economic life of the customer relationship to prior acquisitions

the discount rate by comparing it against a discount rate range that was independently developed using publicly available data for comparable entities

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s deferred tax asset valuation allowance process, including controls related to the evaluation of the realizability of the federal carryforward assets.

We evaluated whether the federal carryforward assets were more likely than not to be realized in the future by assessing the ability to generate income based on historical financial results, the history of utilization of the carryforward assets, and the length of the carryforward period and time until expiration of the tax attribute.

We evaluated the reasonableness of management’s projections of future profitability considering the historical profitability of the Company.

We involved tax professionals with specialized skills and knowledge, who assisted in assessing the Company’s application of U.S.

tax laws and regulations to utilize the federal carryforward assets and evaluating the realizability of the federal carryforward assets.

We have served as the Company’s auditor since 2022.

Milwaukee, Wisconsin

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Modine Manufacturing Company:

Opinion on Internal Control Over Financial Reporting

We have audited Modine Manufacturing Company and subsidiaries’ (the Company) internal control over financial reporting as of March 31, 2024, based on criteria

established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, because of the effect of the material weakness, described below, on the achievement of the

objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of March 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of

Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance

sheets of the Company as of March 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for the years then ended, and the related notes and financial statement schedule II -

Valuation and Qualifying Accounts (collectively, the consolidated financial statements), and our report dated May 22, 2024 expressed an unqualified opinion on those consolidated financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable

possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness was identified and included in management’s assessment.

Company had ineffective information technology (“IT”) general controls (“ITGC’s”) in Europe related to systems supporting the Company’s accounting and financial reporting processes.

Specifically, the Company did not appropriately restrict access to

certain systems.

The material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2024 consolidated financial statements, and this report does not affect our report on those

consolidated financial statements.

The Company acquired Scott Springfield Mfg.

during 2024, and management excluded from its assessment of the effectiveness of the Company’s internal

control over financial reporting as of March 31, 2024, Scott Springfield Mfg.’s internal control over financial reporting associated with total assets of $228 million and total net sales of $8 million included in the consolidated financial statements

of the Company as of and for the year ended March 31, 2024.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Scott Springfield Mfg.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of

internal control over financial reporting, included in the accompanying Management’s report on internal control over financial reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and

Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable

assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial

reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered

necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of

effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Milwaukee, Wisconsin

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Modine Manufacturing

Opinion on the Financial Statements

We have audited the consolidated statement of operations, comprehensive income, cash flows and shareholders’ equity of Modine Manufacturing Company and its

subsidiaries (the “Company”) for the year ended March 31, 2022, including the related notes and schedule of valuation and qualifying accounts for the year ended March 31, 2022 listed in the index appearing under Item 15(a)(2) (collectively referred

to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended March 31, 2022 in conformity

with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud,

and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting

principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Milwaukee, Wisconsin

May 26, 2022, except for the change in composition of reportable segments

discussed in Note 22 to the consolidated financial statements, as to which the date is May 25, 2023

We served as the Company’s auditor from 1935 to 2022.

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What changed 10-K

Item 8. Financial Statements and Supplementary Data