Modine Manufacturing Company Investor Presentation

December 2015

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, 2015 and under Forward-Looking Statements in Item 7 of Part II of that same report and in the company’s Quarterly Report on Form 10-Q for the quarters ended June 30, 2015 and September 30, 2015. 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 remaining market 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; the effects of the fire at Modine’s Airedale facility, including inefficiencies associated with Airedale’s operations in temporary sites, timely, continued recovery of insurance proceeds, and disruptions associated with Airedale’s relocation into its rebuilt facility; economic, social and political conditions, changes and challenges in the markets where Modine operates and competes, including 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 Western Europe, Russia and 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 and/or successfully hedge the associated risk; 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.

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Forward-Looking Statements

EGR Cooler

Oil Cooler Liquid Charge Air Cooler

Copper Coil Data Center Chiller

Condenser

Modine Overview

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Ticker: NYSE: MOD

Founded: 1916 in Racine, WI

2015 Sales: $1.5 billion

Employees: 6,900 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

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Diverse, Global End Markets & Customer Profile

Johannesburg, South Africa(Building HVAC)

Asian HeadquartersShanghai, China5 Locations and 2 JVsserving Asia customers& markets

Corporate HeadquartersRacine, WI9 Locations servingNorth America

European HeadquartersBonlanden, Germany11 Locations serving Europe

São Paulo, Brazil(Americas)

FY’15 Sales

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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 • Cost reductions: $40-$50M within 18 months • 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 • New share repurchase program of $50 million authorized in October 2015

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

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7 MODINE 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 – 84% Industrial – 16%

Sales by Geography (FY'15) Sales by Product Group (FY'15)

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Market Size Powertrain cooling $12-14B Engine Products $5-6B

5-Year Unit Growth Rates

Powertrain Cooling 2 - 5% Engine 5 - 10%

Vehicular (Powertrain & Engine) Market Overview

Vehicular Position and Strategy

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 cooling Capitalize 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

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Sales by Geography (FY'15) Sales by Product Group (FY'15)

Market Size Building HVAC $3.0-3.3B Coils $2.0-2.5B

5-Year Unit Growth Rates

Building HVAC 5-10% Coils 4-7%

Industrial (BHVAC & Coils) Market Overview

Industry Trend and Drivers Building 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

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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: • Cost reductions: $40-$50M

within 18 months • Operating margin expansion

from 4-5% to 7-8% by end of FY18

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 BHVAC, Coils, and other Industrial applications

GOALS: • Reduced customer concentration

and cyclical exposure • Increase share of high margin

business • Shift mix:

FY’15 FY’18

Vehicular 84% 60-70%

Industrial 16% 30-40%

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Transformation Goals

Our Journey to Strengthen, Diversify & Grow

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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 (currently 24, going to 22)

• 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 Plan 2007 - 2011

European Restructuring 2012 - 2015

Strengthen, Diversify &

Grow 2015 - 2018

• Strengthen- target $40-50M in cost savings over 18 months, expand operating margins to 7-8%

• 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

Financial Review Highlights FY13 vs. FY 15

• Revenue up 9% (+11% excluding FX impact)

• Gross margin up 130 bps

• Adjusted operating income* up $23 million or 55%

• Significant earnings growth despite unfavorable FX impact and weak conditions in some end-markets

• Closed McHenry, Ill. facility and announced plans to close plant in Washington, Iowa

Fiscal 2016 Guidance (provided 10/30/15)

• Revenue down 2-7%, or flat to up 5% excluding approximately $110 million negative FX impact

• Adjusted operating income of $65 to $70 million, up 6% to 13% on a constant currency basis

• Adjusted EPS of $0.75 to $0.82

• Expect earnings growth despite FX and market challenges in fiscal 2016

* See Appendix for Non-GAAP reconciliations

Financial Highlights

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FY Ended March 31,

2013 2014 2015

Revenues $1,376 $1,478 $1,496

Gross margin 15.2% 16.1% 16.5%

Adjusted operating income* $42 $61 $65

Adjusted operating margin* 3.1% 4.1% 4.3%

Adjusted EPS* $0.40 $0.73 $0.63

ROACE* 6.0% 8.7% 7.8%

Net debt-to-capital* 34.3% 15.3% 17.8%

($ in millions, except per share amounts)

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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, & new $50M share repurchase authorization

Appendix

18%

12%

11%

16%

20%

6%

17% Heavy TruckMedium TruckLight VehicleAg/ConstructionServiceSA AftermarketNA Coils/Industrial/Other

Americas (44% of Net Sales)

FY Ended March 31,

2013 2014 2015

Net sales $692.3 $688.3 $666.9

Adjusted operating income* 52.2 52.0 47.1

Adjusted operating margin* 7.5% 7.6% 7.1%

($ in millions) (Unaudited)

• Seven manufacturing facilities – announced plans 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

FY 2015 Sales Mix

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* See Non-GAAP reconciliations

Europe (38% of Net Sales)

FY Ended March 31,

2013 2014 2015

Net sales $498.0 $584.4 $578.2

Adjusted operating income* 15.7 30.8 24.5

Adjusted operating margin* 3.2% 5.3% 4.2%

($ in millions)

* See Non-GAAP reconciliations

• Seven manufacturing facilities serving Europe • Recently consolidated manufacturing operations in

Germany, restructuring winding down • Managing launch activity mainly in oil cooler and liquid

charge air cooler (LCAC) products • Key customers: VW, Daimler, MAN

FY 2015 Sales Mix

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Asia (5% of Net Sales)

FY Ended March 31,

2013 2014 2015

Net sales $59.5 $71.5 $81.2

Operating (loss) income (8.8) (3.3) 0.3

Operating margin (14.8%) (4.7%) 0.3%

($ in millions)

FY 2015 Sales Mix • Five manufacturing facilities serving China, India, Japan and Korea (2 Joint Ventures)

• Strategic focus on creating new business opportunities with local customers

• Diversifying our business model; high current exposure to excavator market

• More stringent emissions standards in China is shifting longer-term focus to local commercial vehicle customers

• Key customers: Volvo CE, CAT, Hyundai Heavy Industries, Ashok Leyland, Renault

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Building HVAC (13% of Net Sales)

FY Ended March 31,

2013 2014 2015

Net sales $139.3 $146.5 $186.3

Adjusted operating income* 10.0 9.9 19.1

Adjusted operating margin* 7.2% 6.8% 10.2%

($ in millions)

* See Non-GAAP reconciliations

FY 2015 Sales Mix • Five facilities serving North America, United Kingdom, South Africa and the Middle East

• 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 • Completed Barkell acquisition in Q4 fiscal 2014

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Adjusted operating income and margin($ in millions)

2013 2014 2015

Operating income (loss) (0.6)$ 37.2$ 52.7$ Restructuring related expenses 17.0 20.4 4.7 Impairment charges 25.9 3.2 7.8 Gain on sale of wind tunnel - - (3.2) Brazil legal reserve - - 3.2 Loss from Airedale fire - 0.5 - Adjusted operating income 42.3 61.3 65.2

Net sales 1,376.0$ 1,477.6$ 1,496.4$

Adjusted operating margin 3.1% 4.1% 4.3%

Years ended March 31,

Non-GAAP Reconciliations

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Adjusted EPS2013 2014 2015

Net earnings (loss) per share attributable to Modine shareholders - diluted (0.52)$ 2.72$ 0.44$ U.S. tax valuation allowance reversal - (2.50) - Restructuring related expenses 0.36 0.43 0.08 Impairment charges 0.56 0.07 0.11 Gain on sale of wind tunnel - - (0.07) Brazil legal reserve - - 0.07 Loss from Airedale fire - 0.01 - Adjusted EPS - diluted 0.40$ 0.73$ 0.63$

Years ended March 31,

Non-GAAP Reconciliations

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ROACE (Return on Average Capital Employed)($ in millions)

2013 2014 2015

Operating income (loss) (0.6)$ 37.2$ 52.7$ Restructuring related expenses 17.0 20.4 4.7 Impairment charges 25.9 3.2 7.8 Gain on sale of wind tunnel - - (3.2) Brazil legal reserve - - 3.2 Loss from Airedale fire - 0.5 -

Adjusted operating income 42.3 61.3 65.2

Tax applied at 30% rate (12.7) (18.4) (19.6)

Minority interest (1.4) (1.5) (1.0)

Adjusted net operating profit after tax (NOPAT) 28.2$ 41.4$ 44.6$

Average capital employed (see below) 468.0$ 475.5$ 570.5$

ROACE = NOPAT / Average capital employed 6.0% 8.7% 7.8%

Capital employed (debt + Modine shareholder's equity): Beginning of fiscal year 489.2$ 429.3$ 589.2$ June 30 490.9 440.0 604.5 September 30 465.7 460.0 582.0 December 31 465.1 459.2 572.0 End of fiscal year 429.3 589.2 504.7

Average capital employed (a) 468.0$ 475.5$ 570.5$

Years ended March 31,

Non-GAAP Reconciliations

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Net debt-to-capital($ in millions)

2013 2014 2015

Total debt 163.6$ 164.4$ 148.7$ Less: cash and cash equivalents 23.8 87.2 70.5 Net debt 139.8 77.2 78.2 Total equity 268.3 428.6 360.6 Capital 408.1$ 505.8$ 438.8$ Net debt-to-capital 34.3% 15.3% 17.8%

Years ended March 31,

Non-GAAP Reconciliations Segment adjusted operating income and margin($ in millions)

Americas (unaudited) 2013 2014 2015

Operating income 50.4$ 49.6$ 33.4$ Restructuring expenses - 1.2 2.7 Impairment charges 1.8 1.2 7.8 Brazil legal reserve - - 3.2 Adjusted operating income 52.2 52.0 47.1

Net sales 692.3$ 688.3$ 666.9$

Adjusted operating margin 7.5% 7.6% 7.1%

Years ended March 31,

Europe 2013 2014 2015

Operating income (loss) (25.4)$ 9.6$ 25.7$ Restructuring expenses 17.0 19.2 2.0 Impairment charges 24.1 2.0 - Gain on sale of wind tunnel - - (3.2) Adjusted operating income 15.7 30.8 24.5

Net sales 498.0$ 584.4$ 578.2$

Adjusted operating margin 3.2% 5.3% 4.2%

Years ended March 31,

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Non-GAAP Reconciliations Segment adjusted operating income and margin($ in millions)

Building HVAC 2013 2014 2015

Operating income 10.0$ 9.4$ 19.1$ Loss from Airedale fire - 0.5 - Adjusted operating income 10.0 9.9 19.1

Net sales 139.3$ 146.5$ 186.3$

Adjusted operating margin 7.2% 6.8% 10.2%

Years ended March 31,

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