Modine Manufacturing Company

Investor PresentationJune 2016

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

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

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

performance or achievements may differ materially from those expressed or implied in these statements because of certain

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

company's Annual Report on Form 10-K for the year ended March 31, 2016 and under Forward-Looking Statements in Item

7 of Part II of that same report. Other risks and uncertainties include, but are not limited to, the following: the overall health

and price-down focus of Modine’s customers, particularly in light of economic and market-specific challenges; the ability of

the company to successfully implement its Strengthen, Diversify and Grow strategic transformation; uncertainties regarding

the costs and benefits of Modine’s restructuring activities in our Americas and Europe segments, including the activities

associated with the closure of Modine’s facility in Washington, Iowa; operational inefficiencies as a result of program

launches, unexpected volume increases and product transfers; economic, social and political conditions, changes and

challenges in the markets where Modine operates and competes, including foreign currency exchange rate fluctuations

(particularly the value of the euro, Brazilian real and British pound relative to the U.S. dollar), tariffs, inflation, changes in

interest rates, recession, restrictions associated with importing and exporting and foreign ownership, and in particular the

economic and market conditions in Brazil and China and the remaining economic uncertainties in certain markets in North

America; the impact on Modine of any significant increases in commodity prices, particularly aluminum and copper, and our

ability to pass these prices on to customers; Modine's ability to successfully execute its strategic and operational plans; the

nature of and Modine’s significant exposure to the vehicular industry and the dependence of this industry on the health of the

economy; costs and other effects of environmental remediation or litigation; and other risks and uncertainties identified by

the company in public filings with the U.S. Securities and Exchange Commission. The company does not assume any

obligation to update any forward-looking statements.

2

Forward-Looking Statements

EGR Cooler

Oil Cooler Liquid Charge Air

Cooler

Copper CoilData Center Chiller

Condenser

Modine Overview

3

Ticker: NYSE: MOD

Founded: 1916 in Racine, WI

FY 2016 Sales: $1.4 billion

Employees: 7,100 Worldwide

Global Footprint: HQ in Racine, WI

with operations in North America, South

America, Europe, Asia and Africa

Markets: Vehicular (Powertrain & Engine) and

Industrial (Building HVAC & Coils)

A Global Leader In Thermal Management Technology And Solutions

3

Diverse, Global End Markets & Customer Profile

Johannesburg, South Africa

(Building HVAC)

Corporate Headquarters

Racine, WI

9 Locations serving

North America

European Headquarters

Bonlanden, Germany

11 Locations serving Europe

São Paulo, Brazil

(Americas)

Other, 9%

Building HVAC, 13%

Off-Highway, 15%

Automotive, 29%

Commercial Vehicle,

34%

FY’16 Sales

4

Asian Headquarters

Shanghai, China

5 Locations and 3 JVs

serving Asia customers

& markets

5

Investment Highlights

Product Portfolio Positioned to Leverage Current Market Trends

Strong Core Vehicular Business and Growing

Industrial Business

Focused Management Team Executing

Transformation Strategy

Disciplined Management, Flexible Balance Sheet, & New Repurchase Program

• Leader in thermal management technology and solutions

• Over 2,200 patents – innovations have set industry standards

• Products well positioned for global energy efficiency and emissions trends

• Strong core position in vehicular market – ability to leverage innovations/capabilities across portfolio

• Industrial business maintains higher margin profile and poised for growth in coming years

• Focused organic growth of high margin businesses

• Industrial acquisitions of at least $100 million

• Gross cost reductions: $40-$50M by end of FY’17

• Operating margin expansion from 4-5% to 7-8% by end of FY’18

• Reduced customer concentration, capital intensity and cyclical exposure

• Management disciplined in cost management and productivity efforts

• Low risk balance sheet – well positioned to leverage strong financial position to grow

• Share repurchase program of $50 million

Modine Products

• Increase fuel efficiency

• Reduce vehicular emissions

• Leverage waste heat recovery

technology

• Improve efficiency of

HVAC&R equipment

• Reduce A/C refrigerant

charge requirements

Well Positioned for Global Market Trends

Increase Energy Efficiency

Reduce Greenhouse Gas

Emissions

Recover / Reuse Waste Heat

Improve Indoor Air Quality

Glo

bal

Mar

ket

Tre

nd

s

6

7MODINE CONFIDENTIAL – PLEASE DO NOT COPY OR DISTRIBUTE

Strong Product Portfolio

Powertrain Cooling (PTC)

Engine (EPG) Coils Building HVAC

• Cooling module• Radiator• Charge air cooler• Oil cooler• Condenser

• Oil cooler• Charge air cooler• EGR cooler• Condenser

• Copper RTPF coils• Stainless steel

RTPF coils • Aluminum

microchannel condensers and evaporators

• Gas unit heaters• Packaged

ventilation• Air handlers• Chillers• Precision A/C• Geothermal

MAINTAIN strong market position

PRIORITIZE investment for

growth

EXECUTE growth and consolidation

strategy

EXPAND product offering and reach

Vehicular – 83% Industrial – 17%

PTC, 59%Engine,

40%

Other, 1%

Sales by Geography (FY'16)Sales by Product Group (FY'16)

8

Market SizePowertrain cooling $12-14BEngine Products $5-6B

5-Year Unit Growth RatesPowertrain Cooling 2 - 5%Engine 5 - 10%

Vehicular (Powertrain & Engine) Market Overview

Americas, 47%

Europe, 47%

Asia, 6%

Industry Trends and Drivers

Powertrain cooling

• Focus on fuel economy is driving the

need for higher efficiency and lower

weight products

• Customers demand global support

Engine products

• New heat exchangers are required

for fuel economy and emissions

standards

• Customers are looking for innovation

to create their own competitive

advantage

Leverage and optimize powertrain coolingCapitalize on engine cooling growth trends

Modine Priorities

• Address underperformers in

global product portfolio

• Accelerate low cost

manufacturing footprint,

leverage global production scale

• Optimize supply chain

management

• Focus product development on

supporting lower fuel economy

standards and emission targets

9

Vehicular Position and Strategy

10

Sales by Geography (FY'16)Sales by Product Group (FY'16)

Market SizeBuilding HVAC $3.0-3.3BCoils $2.0-2.5B

5-Year Unit Growth RatesBuilding HVAC 5-10%Coils 4-7%

Industrial (BHVAC & Coils) Market Overview

Commercial Heating,

31%

Coils, 22%

Air Conditioning

21%

Commercial Ventilation,

16%

Controls, service,

spares, 10%

Industry Trend and DriversBuilding HVAC

• Increased focus on energy efficiency

and total cost of ownership

• Demand for free-cooling and full

product line solutions

• Large install base creates barrier to

entry

• Long-term distributor relations

Coils

• Increased emphasis on energy

efficiency

• Smaller OEM’s value product design

services from Coils provider as they

typically lack heat exchanger expertise

Modine Priorities• Drive organic growth through

expanded product offering and

geographic reach

• Develop and maintain strong

relationships with specifiers

• Achieve and maintain large installed base to leverage replacement business

• Pursue inorganic growth through

strategic acquisitions

11

Strive to be recognized as the most trusted brand in HVAC & Coils –providing integrated thermal solutions, differentiated through innovation

Industrial (BHVAC & Coils) Position & Strategy

Strengthen• Optimize global

manufacturing capabilities

• Execute global procurement

project

• Operational & SG&A

expense reductions

GOALS:

• Gross cost reductions:

$40-$50M by end of FY’17

• Operating margin expansion

from 4-5% to 7-8% by end

of FY’18

Grow• Utilize balance sheet to aggressively pursue Industrial acquisitions and

expand share in vehicular growth areas

GOALS:

• Acquire at least $100 million in incremental Industrial revenue

• Expand target leverage ratio (net debt/EBITDA) between 1.5 and 2.5x

Diversify• Organic and inorganic investment

in Building HVAC, Coils, and other

Industrial applications

GOALS:

• Reduced customer concentration

and cyclical exposure

• Increase share of high margin

business

• Shift mix:FY’16 FY’18

Vehicular 83% 60-70%

Industrial 17% 30-40%

12

Transformation Goals

13

Reorganization Phase

2005 - 2007

• Continuous

improvement -

Modine Operating

System (MOS)

• New product/

matrix

organizational

structure

• Rationalized

product portfolio

by divesting of

underperforming

businesses

• Reduced global

manufacturing

footprint from 34

manufacturing

plants to 25

• Refinanced and

recapitalized the

balance sheet

• Lowered SG&A

by one third

• Lowered annual

operating costs

by $16M

• Reduced assets

by $30M

• Consolidated

German

manufacturing

operations

Four Point Plan2007 - 2011

European Restructuring2012 - 2015

Strengthen, Diversify &

Grow2015 - 2018

• Strengthen - target

$40-50M in gross cost

savings by end of FY’17,

expand operating

margins to 7-8% by end

of FY’18

• Diversify - increase

investment in Industrial

business, with target

portfolio of 60-70%

Vehicular, 30-40%

Industrial

• Grow - target $100M in

incremental Industrial

revenue and net leverage

ratio of 1.5 to 2.5x

Our Journey to Strengthen, Diversify & Grow

Financial Review

Highlights FY14 vs. FY16

• Revenue down 8% (+2% excluding FX impact)

• Gross margin* up 110 bps

• Adjusted operating income* up $2 million or 3%

• Margin improvement despite unfavorable FX

impact and weak conditions in certain end-markets

• Closed McHenry, Ill. facility and expect to close

plant in Washington, Iowa in fiscal 2017

Fiscal 2017 Guidance (provided 5/26/16)

• Revenue down 1% to up 3%

• Adjusted operating income of $65 to $71 million,

up 3% to 12%

• Adjusted EPS of $0.77 to $0.87, up 1% to 14%

• Expect earnings growth despite market challenges

in fiscal 2017

* See Appendix for Non-GAAP reconciliations

Financial Highlights

14

FY Ended

March 31,2014 2015 2016

Revenues $1,478 $1,496 $1,353

Gross margin* 16.1% 16.5% 17.2%

Adjusted operating

income*$61 $65 $63

Adjusted operating

margin*4.1% 4.3% 4.7%

Adjusted EPS* $0.73 $0.63 $0.76

ROACE* 8.7% 7.8% 8.4%

Leverage ratio* 0.68 0.67 0.84

(In millions, except per share amounts)

15

Conclusion

Robust product portfolio positioned to leverage current market trends to increase fuel economy, reduce vehicular emissions, improve indoor air quality and increase energy efficiency

Strong core vehicular business and growing industrial with strategies to capitalize on industry trends and drivers

Focused and experienced management team with proven track record executing transformation strategy to Strengthen, Diversify and Grow the business

Disciplined management, flexible balance sheet, & $50M share repurchase program

Appendix

Americas (43% of Net Sales)

FY Ended

March 31,2014 2015 2016

Net sales $688.3 $666.9 $585.5

Adjusted operating

income*52.0 47.1 46.6

Adjusted operating

margin*7.6% 7.1% 8.0%

(In millions)

* See Non-GAAP reconciliations

• Seven manufacturing facilities – executing on our

plan to close Washington, Iowa plant

• Diversified revenue mix across major end-markets

• Segment well positioned for future success based on

improved manufacturing footprint and cost structure

• New growth opportunities with off-highway and

automotive customers

• Key customers: CAT, Deere, Navistar, Daimler

Trucks North America (DTNA), MAN, AGCO, CNH,

FCA, GM

FY 2016 Sales Mix

17

Europe (38% of Net Sales)

FY Ended

March 31,2014 2015 2016

Net sales $584.4 $578.2 $524.1

Adjusted operating

income*30.8 24.5 29.4

Adjusted operating

margin*5.3% 4.2% 5.6%

(In millions)

* See Non-GAAP reconciliations

• Seven manufacturing facilities serving Europe

• Consolidated manufacturing operations in Germany

• Expanding capacity in Hungary, moving production

from Western Europe

• Managing launch activity mainly in oil cooler and

liquid charge air cooler (LCAC) products

• Key customers: VW Group, Daimler, BMW, ZF,

John Deere

FY 2016 Sales Mix

18

Asia (6% of Net Sales)

FY Ended

March 31,2014 2015 2016

Net sales $71.5 $81.2 $79.0

Adjusted operating

(loss) income*(3.3) 0.3 1.3

Adjusted operating

margin*(4.7%) 0.3% 1.5%

(In millions)

* See Non-GAAP reconciliations

FY 2016 Sales Mix• Six manufacturing facilities serving China, India,

Japan and Korea (3 Joint Ventures)

• Strategic focus on creating new business

opportunities with local customers

• Diversifying our business model; reducing exposure

to excavator market

• Shifting longer-term focus to local commercial

vehicle customers due to more stringent emissions

standards in China

• Key customers: Volvo CE, CAT, Hyundai Heavy

Industries, Ashok Leyland, Renault

19

Building HVAC (13% of Net Sales)

FY Ended

March 31,2014 2015 2016

Net sales $146.5 $186.3 $181.4

Adjusted operating

income*9.9 19.1 15.0

Adjusted operating

margin*6.8% 10.2% 8.3%

(In millions)

* See Non-GAAP reconciliations

FY 2016 Sales Mix• Five facilities serving North America, United

Kingdom and Africa

• Complementary business that provides

diversification to Modine’s vehicular segments

• Strong financials due to product differentiation,

manufacturing efficiencies and brand strength

• Pursuing growth opportunities based on energy

efficiency and other “green” initiatives

— Ventilation, geothermal and data center cooling

20

Adjusted operating income and margin

(In millions)

2014 2015 2016

Operating income (loss) 37.2$ 52.7$ (7.5)$

Restructuring related expenses 20.4 4.7 16.6

Impairment charges 3.2 7.8 9.9

Pension settlement losses - - 42.1

Other adjustments (a) 0.5 - 2.1

Adjusted operating income 61.3 65.2 63.2

Net sales 1,477.6$ 1,496.4$ 1,352.5$

Adjusted operating margin 4.1% 4.3% 4.7%

Years ended March 31,

Non-GAAP Reconciliations

21

Adjusted EPS

2014 2015 2016

Earnings (loss) per share attributable

to Modine shareholders - diluted 2.72$ 0.44$ (0.03)$

U.S. tax valuation allowance reversal (2.50) - -

Restructuring related expenses 0.43 0.08 0.27

Impairment charges 0.07 0.11 0.21

Gain from fire insurance recovery - - (0.19)

India tax valuation allowance reversal - - (0.06)

Pension settlement losses - - 0.54

Other adjustments (a) 0.01 - 0.03

Adjusted EPS - diluted 0.73$ 0.63$ 0.76$

Years ended March 31,

(a) In fiscal 2016, other adjustments primarily consisted of environmental charges related to a previously-

owned manufacturing facil ity. In fiscal 2015, other adjustments included a $3.2 mill ion legal charge in

Brazil (Americas segment) and a $3.2 mill ion gain on the sale of a wind tunnel within the Europe segment. In

fiscal 2014, other adjustments included $0.5 mill ion of losses and costs incurred as a result of the Airedale

fire (Building HVAC segment) which were not reimbursed by the Company's insurance provider.

Gross profit(In millions)

2014 2015 2016

Gross profit 238.2$ 246.5$ 223.5$

Pension settlement losses (a) - - 8.8

Gross profit excluding pension

settlement losses238.2$ 246.5$ 232.3$

Net sales 1,477.6$ 1,496.4$ 1,352.5$

Gross margin excluding pension

settlement losses 16.1% 16.5% 17.2%

Years ended March 31,

(a) In fiscal 2016, pension settlement losses, which were recorded at corporate, related to

lump-sum payouts to certain U.S. pension plan participants, which effectively settled the

Company's pension obligation to those participants, and represent the accelerated

recognition of unamortized actuarial losses.

Net debt

(In millions)

2014 2015 2016

Total debt 164.4$ 148.7$ 162.6$

Less: cash and cash equivalents 87.2 70.5 68.9

Net debt 77.2$ 78.2$ 93.7$

Years ended March 31,

Non-GAAP Reconciliations

22

Non-GAAP Reconciliations

23

ROACE (Return on Average Capital Employed)(In millions)

2014 2015 2016

Operating income (loss) 37.2$ 52.7$ (7.5)$

Restructuring related expenses 20.4 4.7 16.6

Impairment charges 3.2 7.8 9.9

Pension settlement losses - - 42.1

Other adjustments (a) 0.5 - 2.1

Adjusted operating income 61.3 65.2 63.2

Tax applied at 30% rate (18.4) (19.6) (19.0)

Minority interest (1.5) (1.0) (0.6)

Adjusted net operating profit after tax (NOPAT) 41.4$ 44.6$ 43.6$

Average capital employed (see below) 475.5$ 570.5$ 519.7$

ROACE = NOPAT / Average capital employed 8.7% 7.8% 8.4%

Capital employed (debt + Modine shareholder's equity):

Beginning of fiscal year 429.3$ 589.2$ 504.7$

June 30 440.0 604.5 522.9

September 30 460.0 582.0 512.5

December 31 459.2 572.0 519.7

End of fiscal year 589.2 504.7 538.8

Average capital employed (b) 475.5$ 570.5$ 519.7$

(b) Average capital employed represents the sum of capital employed for the five most recent quarter-end dates, divided by five.

Years ended March 31,

(a) In fiscal 2016, other adjustments primarily consisted of environmental charges related to a previously-owned manufacturing

facil ity. In fiscal 2015, other adjustments included a $3.2 mill ion legal charge in Brazil (Americas segment) and a $3.2 mill ion gain on

the sale of a wind tunnel within the Europe segment. In fiscal 2014, other adjustments included $0.5 mill ion of losses and costs

incurred as a result of the Airedale fire (Building HVAC segment) which were not reimbursed by the Company's insurance provider.

Non-GAAP Reconciliations

24

Adjusted EBITDA(In millions)

2014 2015 2016

24.0$ 41.2$ (9.9)$

(1.5) (1.0) (0.6)

Interest expense 12.4 11.7 11.1

Depreciation and amortization expense (a) 58.1 51.6 50.2

Restructuring expenses (a) 16.1 4.6 16.0

Impairment charges 3.2 7.8 9.9

Pension settlement losses (b) - - 42.1

Other adjustments (c) 0.5 - (7.4)

Adjusted EBITDA 112.8$ 115.9$ 111.4$

(a)

(b)

(c)

Leverage ratio(In millions)

2014 2015 2016

Net debt (a) 77.2$ 78.2$ 93.7$

112.8 115.9 111.4

Leverage ratio 0.68 0.67 0.84 (a) See page 22 for the calculation of net debt.

Divided by: Adjusted EBITDA

Years Ended March 31,

Years Ended March 31,

Pension settlement losses, which were recorded at corporate, relate to lump-sum payouts to certain U.S. pension

plan participants, which effectively settled the Company's pension obligation to those participants, and represent

the accelerated recognition of unamortized actuarial losses.

Earnings (loss) from continuing operations

before income taxes

Net earnings attributable to noncontrolling interest

Restructuring expenses of $4.3 mill ion, $0.1 mill ion and $0.6 mill ion related to accelerated depreciation in fiscal

2014, 2015 and 2016, respectively, are included within depreciation expense.

Other adjustments were $0.5 mill ion for fiscal 2014 for losses and costs incurred as a result of the fire at its

Airedale facil ity in the United Kingdom (Building HVAC segment). Other adjustments for fiscal 2016 include

environmental charges of $1.6 mill ion related to a previously-owned manufacturing facil ity in the Americas

segment, third party legal and due diligence costs of $0.5 mill ion related to a joint venture in China and the

removal of a gain recorded in other income of $9.5 mill ion, related to a settled insurance claim for machinery and

equipment destroyed in the fire at its Airedale facil ity.

Segment adjusted operating income and margin(In millions)

Americas 2014 2015 2016

Operating income 49.6$ 33.4$ 36.2$

Restructuring expenses 1.2 2.7 8.8

Impairment charges 1.2 7.8 -

Brazil legal reserve - 3.2 -

Environmental charges - - 1.6

Adjusted operating income 52.0 47.1 46.6

Net sales 688.3$ 666.9$ 585.5$

Adjusted operating margin 7.6% 7.1% 8.0%

Years ended March 31,

Europe 2014 2015 2016

Operating income 9.6$ 25.7$ 13.3$

Restructuring expenses 19.2 2.0 6.2

Impairment charges 2.0 - 9.9

Gain on sale of wind tunnel - (3.2) -

Adjusted operating income 30.8 24.5 29.4

Net sales 584.4$ 578.2$ 524.1$

Adjusted operating margin 5.3% 4.2% 5.6%

Years ended March 31,

Non-GAAP Reconciliations

25

Segment adjusted operating income and margin

(In millions)

Asia 2014 2015 2016

Operating (loss) income (3.3)$ 0.3$ 0.8$

JV legal and due diligence costs - - 0.5

Adjusted operating (loss) income (3.3) 0.3 1.3

Net sales 71.5$ 81.2$ 79.0$

Adjusted operating margin (4.7%) 0.3% 1.5%

Years ended March 31,

Non-GAAP Reconciliations

26

Building HVAC 2014 2015 2016

Operating income 9.4$ 19.1$ 13.9$

Loss from Airedale fire 0.5 - -

Restructuring expenses - - 1.1

Adjusted operating income 9.9 19.1 15.0

Net sales 146.5$ 186.3$ 181.4$

Adjusted operating margin 6.8% 10.2% 8.3%

Years ended March 31,