Second Quarter Fiscal 2016 · 7 of Part II of that same report and in the company’s Quarterly Report on Form 10Q for the quarter ended June 30, 2015. - Other risks and uncertainties

Second Quarter Fiscal 2016

October 30, 2015 8:00 a.m. CDT

Agenda

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Introduction Kathy Powers VP, Treasurer and Investor Relations Second Quarter Highlights Tom Burke and Segment Review President and Chief Executive Officer Financial Overview Mick Lucareli and Outlook VP, Finance and Chief Financial Officer Summary Tom Burke Q & A Tom Burke and Mick Lucareli

Forward-Looking Statements

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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 quarter ended June 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.

Second Quarter Highlights and Segment Review Tom Burke President and Chief Executive Officer

Strengthen, Diversify & Grow • Transform Modine for long-term market leadership

– Aggressive in our efforts to increase shareholder value – New plan to guide our actions

• Strengthen our business by implementing a global, product based organization – Improve speed to market – Capture synergies among our vehicular, Building HVAC and coils businesses – Leverage our global scale to optimize global manufacturing footprint – Execute global procurement project to reduce spend on materials and services – Optimize vehicular product portfolio to drive higher operating margins

• Diversify our business by investing financial and human resources in industrial businesses, including Building HVAC and Coils

– Create a more balanced exposure to end markets, decrease customer concentration and reduce cyclicality

– Focus efforts on high margin growth opportunities – Build global, market leading positions in Building HVAC and coils – Achieve more appropriate market recognition and value for these businesses

• Grow our business by aggressively pursuing strategic acquisitions and focusing on high growth vehicular areas

– Evaluate both large and bolt-on targets, prioritize non-vehicular businesses – Focus R&D, product development and commercial pursuits in high growth vehicular areas – Leverage advantaged global product platforms to increase market share

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Transformation Goals

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: • Target at least $100 million in incremental Industrial revenue • Expand target leverage ratio (net debt/EBITDA) to 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:

Today FY18

Vehicular 80-85% 60-70%

Industrial 15-20% 30-40%

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Share Repurchase Program

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Share Repurchase Authorization • Board of Directors approved a share repurchase authorization • Up to $50 million, expiring on November 3, 2016 • Expect to repurchase shares opportunistically, based on a number of

factors, including ongoing capital needs of the business, stock price and market conditions

• Provide a return to shareholders while working towards our growth and diversification targets

FY2016 – Second Quarter Highlights

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Second Quarter Highlights • Sales of $334 million, down 2%, on a constant currency basis • Adjusted operating income of $8.1 million • Negatively impacted by $1.2 million in foreign currency • Adjusted earnings per share of $0.04, compared to $0.05 in the prior year • Expect second half earnings to be stronger than the first half

($ in millions) Q2 Q2 Better /2016 2015 (Worse)

Net sales 144.2$ 170.8$ (26.6)$

Gross profit 23.4 24.5 (1.1) % of net sales 16.3% 14.4% 190 bp

SG&A expenses 14.7 16.1 1.4 % of net sales 10.2% 9.5% (70 bp)

Adjusted operating income* 8.7$ 8.4$ 0.3$ % of net sales 6.0% 4.9% 110 bp

AmericasNorth America YOY Change Heavy Duty Truck +5% to +10% Medium Duty Truck -5% to Flat Automotive +2% to +5% Agriculture -20% to -25% Construction/Mining -5% to -10%Brazil Commercial Vehicle -30% Agriculture -20% to -25% Aftermarket -5% to Flat

Market Outlook (Fiscal 2016)

Q2 FY2016 - Americas

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• Sales decreased 11%, excluding currency • Brazil sales down 18%, excluding currency

– Decreases in both vehicular OE and aftermarket – Transitioned to a 4-day work week, reduced workforce by one-third

• North America sales down 10% – Lower sales to off-highway and commercial vehicle customers – Continued weakness in agricultural equipment and mining

• Adjusted operating income up $0.3 million, driven by a significant gross margin improvement • Expect strong performance in the second half of the year with significant launch activity and additional savings

from manufacturing cost reductions and lower materials

* See Appendix for Non-GAAP reconciliations


Net sales 127.7$ 146.4$ (18.7)$

Gross profit 14.7 16.7 (2.0) % of net sales 11.5% 11.4% 10 bp

SG&A expenses 9.6 11.3 1.7 % of net sales 7.5% 7.8% 30 bp

Adjusted operating income* 5.1$ 5.4$ (0.3)$ % of net sales 4.0% 3.7% 30 bp

Europe

YOY Change

Automotive +3% to +8%

Commercial Vehicle +5% to +10%

Off-Highway Flat to +5%


Q2 FY2016 - Europe

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• Sales increased 4%, excluding currency – Higher sales to automotive and commercial vehicle customers – Lower off-highway sales

• Gross margin improved by 10 basis points – Benefit from higher sales volume and favorable materials partially offset by volume-related

manufacturing inefficiencies – At full capacity at certain plants due to high demand for automotive products – Expanding capacity in Hungary and moving production from Western European plants

• Anticipate a stronger second half as added capacity will lower labor costs, premium freight and scrap



Net sales 18.1$ 19.0$ (0.9)$

Gross profit 2.1 2.1 - % of net sales 11.8% 11.1% 70 bp

SG&A expenses 3.3 2.8 (0.5) % of net sales 18.5% 14.8% (370 bp)

Operating loss (1.2)$ (0.7)$ (0.5)$ % of net sales (6.7%) (3.7%) (300 bp)

Asia

YOY Change

Asia Excavator -25% to -30%

China Automotive Flat to +5%

India Commercial Vehicle +5% to +10%


Q2 FY2016 - Asia

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• Sales increased 1%, excluding currency – Increased sales to automotive customers in China and India of $4M, were partially offset by lower off-

highway sales in China and Korea of $3M – Excavator production in China is 30% lower than the prior year, and 70% off the market high

– Not anticipating any improvement during the second half of our fiscal year – Automotive market is stable and we will see higher launch volumes in the second half of the year

• Operating loss was higher than the prior year due to higher compensation-related expenses


Net sales 48.8$ 45.5$ 3.3$

Gross profit 14.6 13.2 1.4 % of net sales 29.9% 29.2% 70 bp

SG&A expenses 10.7 10.0 (0.7) % of net sales 22.0% 22.1% 10 bp

Operating income 3.9$ 3.2$ 0.7$ % of net sales 7.9% 7.0% 90 bp

Building HVAC

YOY Change

N.A. Heating +3% to +5%

N.A. Ventilation/Cooling +5%

U.K. Ventilation/Data Center +5% to +7%


Q2 FY2016 – Building HVAC

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• Sales increased 11%, excluding currency – Strong sales of heating and ventilation products in North America – U.K. sales up slightly, with increased sales of air handling units offset by lower sales of data center

cooling products – Competitive pricing pressure from mainland Europe due to strong British pound versus the Euro

• Gross margin increased 70 basis points on higher sales volume • Expect higher sales in the second half of the year due to the seasonality of the North American heating season

Financial Overview and Outlook Mick Lucareli Vice President, Finance and Chief Financial Officer

Q2 FY2016 vs. Prior Year

14 * See Appendix for Non-GAAP reconciliations

Lump-sum pension settlement expense of $39.2M has been removed from the amounts presented on this page. See the full GAAP income statement and Non-GAAP reconciliations in the appendix.

• Sales down $9M, or 2%, in constant currency • Gross margin improved 120 bps to 16.2%

– Favorable commodity prices and operational improvements

– $4.2M negative FX impact • SG&A down $1.9M, or 4%

– $3.1M favorable FX impact • Adjusted operating income down $0.8M

– Includes $1.3M of procurement consulting expenses

– $1.2M unfavorable FX impact – Up 19% excluding FX and consulting

expenses • Solid downside conversion given volume and

FX challenges

($ in millions, except per share amounts)Q2 Q2 Better

2016 2015 (Worse)Net sales 334.0$ 377.3$ (43.3)$

Gross profit * 54.0 56.7 (2.7) % of net sales 16.2% 15.0%

SG&A expenses * 45.9 47.8 1.9 % of net sales 13.7% 12.7%

Adjusted operating income * 8.1 8.9 (0.8) % of net sales 2.4% 2.4%

Adjusted tax expense * 3.2 3.5 (0.3) Adjusted tax rate 60.4% 54.7%

Adjusted earnings per share * 0.04$ 0.05$ (0.01)$

Cash Flow & Net Debt

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• Strong free cash flow in the quarter – Operating cash flow increase driven by improved working capital – Capital expenditures lower by $2.6M – Expecting positive free cash flow for the full year; year-to-date is $5.5M

• Maintaining strong balance sheet position – Net debt of $86M – Net debt-to-capital of 19%*

• Cash and debt are positioned to support Modine’s acquisition strategy and share repurchase plan – Board authorization for a 12-month, $50M share repurchase plan – Balance share repurchases with reinvestments in business to support long-term growth and

diversification strategy

($ in millions) Q2 2016

Q2 2015

Operating cash flow $ 29.9 $ 21.1

Capital expenditures (14.2) (16.8)

Restructuring payments 2.8 1.4

Free Cash Flow $ 18.5 $ 5.7

($ in millions) 9/30/15 3/31/15

Cash $ 64.9 $ 70.5

Debt 150.7 148.7

Net Debt $ 85.8 $ 78.2


FY2016 Guidance

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FY 2016 Guidance Assumptions

Net Sales 2% to 7% decrease from prior year

• EUR = 1.11 USD; USD = 3.90 BRL • Includes approximately $110M of negative currency impact

Adjusted Operating Income $65 to $70 million

• Excludes restructuring costs & pension settlement expense • Includes approximately $4M of negative currency impact

Adjusted EPS $0.75 to $0.82 • Estimated second half tax expense of $10M to $12M • Full year expense of $16M to $18M excluding pension settlement impact

• Expecting mixed and challenging end-market conditions to continue – FX will be a significant headwind in Q3 – We continue to expect higher earnings in 2H versus 1H

New program launches in Americas and Asia Heating season for Building HVAC Realizing savings from manufacturing cost reductions and operational improvements

• Net sales down 2% to 7% due to foreign exchange rates – Sales growth of flat to 5% on a constant currency basis

• Adjusted operating income flat to up 7%, from $65M – On a constant currency basis up $4M to $9M, or 6% to 13%

• Adjusted EPS up 19% to 30%

Q&A

Appendix

18%

12%

11%

16%

20%

6%

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

Americas (44% of Net Sales)

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FY Ended March 31,

2011 2012 2013 2014 2015

Net sales $726.5 $767.4 $692.3 $688.3 $666.9

Adjusted operating income* 45.8 58.2 52.2 52.0 47.1

Adjusted operating margin* 6.3% 7.6% 7.5% 7.6% 7.1%

($ in millions) (Unaudited)

* See Non-GAAP reconciliations

• 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

Europe (38% of Net Sales)

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FY Ended March 31,

2011 2012 2013 2014 2015

Net sales $546.7 $602.8 $498.0 $584.4 $578.2



($ in millions)


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

Germany, restructuring winding down • 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, Daimler, MAN

5%

32%

53%

5% 5%

Construction

Truck & Bus

Light Vehicle

Agriculture

Service/Other

FY 2015 Sales Mix

48%

7%

30%

15%

Construction/Ag

Heavy Truck

Light Vehicle

Other

Asia (5% of Net Sales)

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FY Ended March 31,

2011 2012 2013 2014 2015

Net sales $63.9 $84.1 $59.5 $71.5 $81.2

Adjusted operating (loss) income* (2.8) (2.5) (8.8) (3.3) 0.3

Adjusted operating margin* (4.4%) (2.9%) (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

38%

5% 27%

19%

11% Commercial Heating

Commercial Ventilation

Data Center Cooling

Commercial AirConditioningOther - Parts, Service,Controls

Building HVAC (13% of Net Sales)

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FY Ended March 31,

2011 2012 2013 2014 2015

Net sales $126.3 $142.2 $139.3 $146.5 $186.3



($ in millions)


FY 2015 Sales Mix • Five facilities serving North America, United Kingdom and South 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 • Completed Barkell acquisition in Q4 fiscal 2014

Q2 FY2016 GAAP Income Statement vs. Prior Year

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($ in millions, except per share amounts)Q2 Q2 Better

2016 2015 (Worse)Net sales 334.0$ 377.3$ (43.3)$ Cost of sales 288.3 320.6 32.3

Gross profit 45.7 56.7 (11.0) % of net sales 13.7% 15.0%

SG&A expenses 76.8 47.8 (29.0) % of net sales 23.0% 12.7%

Restructuring expenses 1.0 1.0 -

Operating (loss) income (32.1) 7.9 (40.0) % of net sales (9.6%) 2.1%

Interest expense (2.7) (3.0) 0.3 Other (expense) income - net (0.1) 0.5 (0.6)

Pre-tax (loss) earnings (34.9) 5.4 (40.3)

Benefit (provision) for income taxes 12.4 (3.4) 15.8Modine net (loss) earnings (22.5)$ 1.7$ (24.2)$

Modine Manufacturing CompanyGross profit and SG&A expenses (unaudited)

(In millions)

2015 2014Gross profit 45.7$ 56.7$ Pension settlement loss (a) 8.3 - Gross profit excluding pension settlement charge 54.0$ 56.7$

Net sales 334.0$ 377.3$

Gross margin excluding pension settlement charge 16.2% 15.0%

SG&A expenses 76.8$ 47.8$ Pension settlement loss (a) 30.9 - SG&A expenses excluding pension settlement charge 45.9$ 47.8$

(a) The pension settlement loss relates to lump-sum payouts to certain U.S. pension plan participants, which effectively settled the Company 's pension obligation to those participants, and represents the accelerated recognition of unamortized actuarial losses. This settlement loss was recorded at corporate within selling, general & administrative expenses ($30.9 million) and cost of sales ($8.3 million). The income tax benefit related to the pension settlement loss was $15.2 million.

Three months ended September 30,

Non-GAAP Reconciliations

24


25

Modine Manufacturing CompanyAdjusted operating income and earnings per share (unaudited)

(In millions, except per share amounts)

2015 2014Operating (loss) income (32.1)$ 7.9$ Restructuring expenses - Americas (a) 0.9 0.2 Restructuring expenses - Europe (a) 0.1 0.8 Pension settlement loss (b) 39.2 - Adjusted operating income 8.1$ 8.9$

Net (loss) earnings per share attributable to Modine shareholders - diluted (0.47)$ 0.04$ Restructuring expenses - Americas (a) 0.01 - Restructuring expenses - Europe (a) - 0.01

Pension settlement loss (b) 0.50 - Adjusted earnings per share 0.04$ 0.05$

(a) Restructuring expenses primarily relate to employee severance, equipment transfer and plant consolidation costs. (b) The pension settlement loss relates to lump-sum payouts to certain U.S. pension plan participants, which effectively settled the Company 's pension obligation to those participants, and represents the accelerated recognition of unamortized actuarial losses. This settlement loss was recorded at corporate within selling, general & administrative expenses ($30.9 million) and cost of sales ($8.3 million). The income tax benefit related to the pension settlement loss was $15.2 million.


Adjusted tax expense($ in millions)

2015 2014

(Loss) earnings before income taxes (34.9)$ 5.4$ Pension settlement loss (a) 39.2 - Restructuring expenses (a) 1.0 1.0 Adjusted earnings before income taxes 5.3$ 6.4$

(Benefit) provision for income taxes (12.4)$ 3.4$ Tax on pension settlement loss (a) 15.2 - Tax on restructuring expenses 0.4 0.1 Adjusted tax expense 3.2$ 3.5$

Adjusted tax rate 60.4% 54.7%

(a) See slide 25 for further details on the pension settlement loss and restructuring expenses.



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Europe 2015 2014

Operating income 5.0$ 4.6$ Restructuring expenses 0.1 0.8 Adjusted operating income 5.1$ 5.4$

Net sales 127.7$ 146.4$

Adjusted operating margin 4.0% 3.7%


Segment adjusted operating income and margin($ in millions)

Americas 2015 2014

Operating income 7.8$ 8.2$ Restructuring expenses 0.9 0.2 Adjusted operating income 8.7$ 8.4$

Net sales 144.2$ 170.8$

Adjusted operating margin 6.0% 4.9%



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Net debt-to-capital($ in millions)

September 30, March 31,2015 2015

Total debt 150.7$ 148.7$ Less: cash and cash equivalents 64.9 70.5 Net debt 85.8 78.2 Total equity 365.6 360.6 Capital 451.4$ 438.8$ Net debt-to-capital 19.0% 17.8%


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Americas 2011 2012 2013 2014 2015

Operating income 44.8$ 58.2$ 50.4$ 49.6$ 33.4$ Restructuring expenses - - - 1.2 2.7 Impairment charges 1.0 - 1.8 1.2 7.8 Brazil legal reserve - - - - 3.2 Adjusted operating income 45.8 58.2 52.2 52.0 47.1

Net sales 726.5$ 767.4$ 692.3$ 688.3$ 666.9$

Adjusted operating margin 6.3% 7.6% 7.5% 7.6% 7.1%

Years ended March 31,


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Europe 2011 2012 2013 2014 2015

Operating income (loss) 18.4$ 26.3$ (25.4)$ 9.6$ 25.7$ Restructuring expenses - - 17.0 19.2 2.0 Impairment charges 2.2 2.5 24.1 2.0 - Gain on sale of wind tunnel - - - - (3.2) Adjusted operating income 20.6 28.8 15.7 30.8 24.5

Net sales 546.7$ 602.8$ 498.0$ 584.4$ 578.2$




Asia 2011 2012 2013 2014 2015

Operating (loss) income (3.1)$ (2.5)$ (8.8)$ (3.3)$ 0.3$ Impairment charges 0.3 - - - - Adjusted operating (loss) income (2.8) (2.5) (8.8) (3.3) 0.3

Net sales 63.9$ 84.1$ 59.5$ 71.5$ 81.2$

Adjusted operating margin (4.4%) (2.9%) (14.8%) (4.7%) 0.3%



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Building HVAC 2011 2012 2013 2014 2015

Operating income 12.8$ 14.3$ 10.0$ 9.4$ 19.1$ Loss from Airedale fire - - - 0.5 - Adjusted operating income 12.8 14.3 10.0 9.9 19.1

Net sales 126.3$ 142.2$ 139.3$ 146.5$ 186.3$



Documents

Second Quarter Fiscal 2016 · 7 of Part II of that same report and in the company’s Quarterly Report on Form 10Q for the quarter ended June 30, 2015. - Other risks and uncertainties