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5. Identify any mention of internal control. List internal controls over cash disbursements. Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Modine Manufacturing Company Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(1), and the financial statement schedule listed in the index appearing under Item 15(a)(2), of Modine Manufacturing Company and its subsidiaries (the "Company") (collectively referred to as the consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of March 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). 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, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Changes in Accounting Principles As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in fiscal 2020 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 Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company's consolidated financial statements and 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 audits 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. Our audits 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 6) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) 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 (iii) 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. ITEMS. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Not applicable. ITEM 9A. CONTROLS AND PROCEDURES. Conclusion Regarding Disclosure Controls and Procedures As of the end of the period covered by this Annual Report on Form 10-K, management of the Company, under the supervision, and with the participation of the Company's President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures, at a reasonable assurance level, as defined in the Securities Exchange Act Rules 13-15(e) and 15d-15(e). Based upon that evaluation, the President and Chief Executive Officer and Executive Vice President, Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective, at a reasonable assurance level, as of March 31, 2021. Management's Report on Internal Control Over Financial Reporting The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(E) under the Securities Exchange Act of 1934, as amended. The Company's internal control over financial reporting is a process designed by, or under the supervision of the Company's President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, and effected by the Company's board of directors, management and other personnel to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable dtail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) 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 (iii) 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. Management, with the participation of the Company's President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, assessed the effectiveness of the Company's internal control over financial reporting as of March 31, 2021. In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in "Internal Control-Integrated Framework (2013)." Based upon this assessment, management conclded that, as of March 31, 2021, the Company's internal control over financial reporting was effective. The effectiveness of the Company's internal control over financial reporting as of March 31, 2021 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein. Changes in Internal Control Over Financial Reporting There have been no changes in internal control over financial reporting during the fourth quarter of fiscal 2021 that have materially affected, or are reasonably likely to materially affect the Company's internal control over financial reporting. ITEM 9B. OTHER INFORMATION. None. ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. MODINE MANUFACTURING COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS For the years ended March 31, 2021, 2020 and 2019 (In millions, except per share amounts) $ S 2021 1.808.4 1,515.0 293.4 210.9 13.4 166.8 Net sales Cost of sales Gross profit Selling, general and administrative expenses Restructuring expenses Impairment charges (Gain) loss on sale of assets Operating (oss) income Interest expense Other expense - net (Loss) earnings before income taxes (Provision) benefit for income taxes Net (loss) earnings Net earnings attributable to noncontrolling interest Net (Loss) earnings attributable to Modine Net (loss) earnings per share attributable to Modine shareholders: Basic Diluted Weighted average shares outstanding: Basic Diluted 2020 1.975.5 1,668.0 307.5 249.6 12.2 8,6 (0.8 37.9 (22.7 4.8 10.4 (12.4) (2.0) (0.2 2019 2,212.7 1,847.2 365.5 244.1 9.6 0.4 1.7 109.7 (24.8 (4.1 80.8 5.1 85.9 (1.1 84.8 (97.7) (19.4) (22) (119.3) (90.2) (209.5) (1.2 (210.7) $ (2.2 (4.11) $ (4.11) $ (0.04) (0.04 S S 1.67 1.65 $ 51.3 513 50.8 50.8 50.5 51.3 The notes to consolidated financial statements are an integral part of these statements. 44 Table of Contents MODINE MANUFACTURING COMPANY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the years ended March 31, 2021, 2020 and 2019 (In millions) 2021 (209.5) $ 2020 (2.0) 2019 85.9 S (19.2) Net (loss) earnings Other comprehensive income (loss): Foreign currency translation Defined benefit plans, net of income taxes of $10.4, ($8.3) and ($0.3) million Cash flow hedges, net of income taxes of $0.6, (30.5) and $0.1 million Total other comprehensive income (loss) 30.9 30.1 1.6 (24.6 (1.5 (45.3) (37.6 (1.4) 0.4 (38.6) 62.6 Comprehensive income (loss) Comprehensive (income) loss attributable to noncontrolling interest Comprehensive income (loss) attributable to Modine (146.9) (1.7) (148.6) $ (47.3) 0.2 (47.1) $ 19 47.3 (0.6 46.7 The notes to consolidated financial statements are an integral part of these statements. 45 Table of Contents MODINE MANUFACTURING COMPANY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the years ended March 31, 2021, 2020 and 2019 (In millions) 2021 (209.5) 2020 (2.0) 2019 85.9 $ S Net (loss) earnings Other comprehensive income (loss): Foreign currency translation Defined benefit plans, net of income taxes of $10.4. ($8.3) and ($0.3) million Cash flow hedges, net of income taxes of $0.6, (50.5) and $0.1 million Total other comprehensive income (loss) Comprehensive income (loss) Comprehensive (income) loss attributable to noncontrolling interest Comprehensive income (loss) attributable to Modine 30.9 30.1 1.6 62.6 (19.2 (24.6) (1.5 (45.3 (37.6 (1.4) 0.4 (38,6 1111 (146.9 (1.7) (148.6) (473) 0.2 (47.1) 47.3 (0.6 46.7 $ The notes to consolidated financial statements are an integral part of these statements. Tuhle contents MODINE MANUFACTURING COMPANY CONSOLIDATED BALANCE SHEETS March 31, 2021 and 2020 (In millions, except per share amounts) 2021 2020 S 70.9 292.5 207.4 37.8 267.9 195.6 107,6 35.9 644.8 269.9 100.6 170.7 24.5 66.2 1,276,7 62.5 633.3 448.0 106.3 166.1 104.8 77.6 1,536.1 $ $ S 14.8 15.6 227.4 65.0 ASSETS Cash and cash equivalents Trade accounts receivable-net Inventories Assets held for sale Other current assets Total current assets Property, plant and equipment - net Intangible assets - net Goodwill Deferred income taxes Other noncurrent assets Total assets LIABILITIES AND SHAREHOLDERS' EQUITY Short-term debt Long-term debt-current portion Accounts payable Accrued compensation and employee benefits Liabilities held for sale Other current liabilities Total current liabilities Long-term debt Deferred income taxes Pensions Other noncurrent liabilities Total liabilities Commitments and contingencies (see Note 20) Shareholders' equity: 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 54.3 million and 53.4 million shares Additional paid-in capital Retained earnings Accumulated other comprehensive loss Treasury stock, at cost, 2.7 million and 2.5 million shares Total Modine shareholders' equity Noncontrolling interest Total equity Total liabilities and equity 1.4 21.9 233.9 66.5 103,3 42.2 469.2 311.2 5.9 49.2 372.0 452.0 8.1 130.9 79.5 1,042.5 58.6 75.7 920.6 33.9 255.0 259.2 (161.2 (38.2 348.7 7.4 356.1 1.276,7 33.3 245.1 469.9 (223.3 (37.1 487.9 5.7 493.6 1,536.1 $ S The notes to consolidated financial statements are an integral part of these statements. 46 Table of Contents MODINE MANUFACTURING COMPANY CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For the years ended March 31, 2021, 2020 and 2019 (In millions) Additional Treasury Common stock paid-in Retained Accumulated other stock, Non-controlling Shares Amount tapital earnings comprehensive loss at cost interest Total 52.3 $ 32.7 S 229.9 $ 394.9 $ (140.3) $ (27.1) $ 8.4 $ 498.5 (7.6) 84.8 (7.6 85.9 1.1 HIERI (38.1 (0.5) (38.6 0.5 0.3 19 0.8 1.1 (4.3 (4.3) .. 7.9 7.9 (1.8) 52.8 33.0 238.6 (178.4) 472.1 (2.2 (31.4) 7.2 0.2 541.1 (2.0) Balance, March 31, 2018 Adoption of new accounting guidance (Note 1) Net earnings Other comprehensive loss Stock options and awards Purchase of treasury stock Stock-based compensation expense Dividend paid to noncontrolling interest Balance, March 31, 2019 Net doss) earnings Other comprehensive loss Stock options and awards Purchase of treasury stock Stock-based compensation expense Dividend paid to noncontrolling interest Balance, March 31, 2020 Net (Loss) earnings Other comprehensive income Stock options and awards Purchase of treasury stock Stock-based compensation expense Balance, March 31, 2021 (44.9 (0.4) (45.3 0.6 0.3 (0.1 (5.7 181... 6.6 | 21 Ele A 1 E a 53.4 33.3 245.1 (223.3) (37.1) 469.9 (210.7 (1.3) 5.7 1.2 493.6 (209.5 62.1 0.5 0.9 0.6 3.6 (1.1 , 6.3 255.0 54.3 $ 33.9 S $ 259.2 $ (161.2) $ (38.2) $ 7.4 5 356.1 The notes to consolidated financial statements are an integral part of these statements. 48