Federal Signal Q3 2016 Earnings Call November 1, 2016

Jennifer Sherman, President & Chief Executive Officer

Brian Cooper, SVP, Chief Financial Officer

Safe Harbor

This presentation contains unaudited financial information and various forward-looking statements as of the date hereof and we undertake no obligation to update these forward-looking statements regardless of new developments or otherwise. Statements in this presentation that are not historical are forward-looking statements. Such statements are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. Such risks and uncertainties include but are not limited to: economic conditions in various regions, product and price competition, supplier and raw material prices, foreign currency exchange rate changes, interest rate changes, increased legal expenses and litigation results, legal and regulatory developments and other risks and uncertainties described in our filings with the Securities and Exchange Commission. This presentation also contains references to certain non-GAAP financial information. Such items are reconciled herein and in our earnings news release provided as of the date of this presentation.

2

Q3 Highlights *

• Net sales of $187 M, up 4%

• Operating income of $13.5 M, compared to $25.2 M

Includes recognition of $2.5 M of purchase accounting expense effects, $0.3 M of acquisition related costs and $0.4 M of restructuring charges

Prior-year includes benefit of $1.8 M from receipt of order cancellation fee

• Operating margin of 7.2%, down from 14.0%

Adjusted operating margin of 8.9%, down from 13.2%

• GAAP EPS of $0.12, compared to $0.25

• Adjusted EPS of $0.17, compared to $0.25

• Orders of $186 M, up 11%

• Backlog of $149 M, about level with Q2 of 2016

3

* Comparisons versus Q3 of 2015, unless otherwise noted

4

Group and Corporate Results

$ millions, except % Q3 2016 Q3 2015 % Change

ESG Orders 136.0 108.5 25%

Sales 134.3 123.0 9%

Operating income 12.5 21.5 -42%Operating margin 9.3% 17.5%

SSG Orders 50.1 59.7 -16%

Sales 52.4 56.7 -8%

Operating income 6.5 9.3 -30%Operating margin 12.4% 16.4%

Corporate expenses 5.5 5.6 -2%

Consolidated Orders 186.1 168.2 11%

Sales 186.7 179.7 4%

Operating income 13.5 25.2 -46%Operating margin 7.2% 14.0%

Income from Continuing Operations

5

$ millions, except % and per share Q3 2016 Q3 2015 $ Change % Change

Net sales 186.7 179.7 7.0 4%

Gross profit 45.3 54.7 (9.4) -17%

SEG&A expenses 31.1 29.5 1.6 5%

Acquisition and integration related expenses 0.3 - 0.3 NM

Restructuring 0.4 - 0.4 NM

Operating income 13.5 25.2 (11.7) -46%

Interest expense 0.6 0.6 - NM

Other (income) expense, net (0.3) 0.3 (0.6) NM

Income tax expense 5.7 8.5 (2.8) -33%

Income from continuing operations 7.5 15.8 (8.3) -53%

Diluted earnings per share from

continuing operations $0.12 $0.25 ($0.13) -52%

Diluted adjusted earnings per share from

continuing operations $0.17 $0.25 ($0.08) -32%

Gross Margin 24.3% 30.4%

Effective tax rate 43.2% 35.0%

6

Adjusted Earnings per Share ($ in millions)

2016 2015 2016 2015

Income from continuing operations 7.5$ 15.8$ 27.3$ 48.4$

Add:

Income tax expense 5.7 8.5 16.2 27.2

Income before income taxes 13.2 24.3 43.5 75.6

Add:

Restructuring 0.4 - 1.6 0.4

Acquisition and integration related expenses 0.3 - 1.2 -

Purchase accounting effects (1) 2.5 - 3.0 -

Debt settlement charges - - 0.3 -

Adjusted income before income taxes 16.4 24.3 49.6 76.0

Adjusted income tax expense (2) (3) (5.9) (8.5) (17.3) (27.4)

Adjusted net income from continuing operations 10.5$ 15.8$ 32.3$ 48.6$

Diluted EPS from continuing operations 0.12$ 0.25$ 0.45$ 0.76$

Adjusted diluted EPS from continuing operations 0.17$ 0.25$ 0.53$ 0.77$

(2) Adjusted income tax expense for the three and nine months ended September 30, 2016 w as recomputed after excluding the impact of restructuring

activity, acquisition and integration related expenses and purchase accounting effects. Adjusted income tax expense for the three and nine months ended

September 30, 2016 also excludes $0.7 M of expense associated w ith an increase in Canadian valuation allow ance and $0.1 M of expense associated

w ith a change in the enacted tax rate in the U.K.

(3) Adjusted income tax expense for the nine months ended September 30, 2015 w as recomputed after excluding the impact of restructuring activity.

Three Months Ended September Nine Months Ended September

(1) Purchase accounting effects relate to adjustments to exclude the step-up in the valuation of JJE inventory that w as sold subsequent to the acquisition

in the three and nine months ended September 30, 2016, as w ell as to exclude the depreciation of the step-up in the valuation of the rental f leet acquired.

• Generated $13.2 M of cash from continuing operations, compared to $29.6 M in prior-year quarter

• $65.6 M of debt outstanding at the end of Q3; $50.8 M of cash

Net debt of $14.8 M

Low leverage ratio at 0.7 times

• ~$241 M of availability under revolver at the end of Q3

• Paid $4.2 M for dividends; recently declared $0.07 per share dividend for Q4

• Funded share repurchases of $0.7M in Q3 2016

YTD repurchases of $33.8 M, compared to $10.6 M for full-year 2015

Repurchased 2.6 M shares so far this year at an average price of $12.82

• Remaining share repurchase authorization of $35 M (~ 5% of market capitalization)

7

Financial Strength and Flexibility *

* Dollar amounts as of, or for the quarter ending 9/30/2016

• Q3 results slightly better than anticipated

Benefited from earlier than expected deliveries to end customers

• Municipal markets remain stable, with total orders up

• Industrial markets continue to be impacted by ongoing oil and gas softness and overhang of used equipment

• Continued focus on cost management

• Strong balance sheet helps us to:

Navigate near-term challenges

Continue to invest in growth opportunities

Return value to shareholders

8

CEO Remarks

• Acquisition closed on June 3, 2016

• Initial integration efforts largely complete

• Post-acquisition results (standalone basis, through end of Q3*):

Net sales of ~$50 M

Adjusted operating income of $4 M

• Excludes purchase accounting effects of $3 M

• Excludes acquisition costs of $0.3 M

• Acquisition increases our product offerings and expands footprint across North America

9

Joe Johnson Equipment (“JJE”) Acquisition Update

* Excludes deferral of manufacturing profit from ESG businesses resulting from intercompany sales to JJE

Federal Signal Strategic Focus

10

Execute on Acquisition Objectives

• Add $250 M in revenues through strategic acquisitions

• Successfully integrate acquired businesses

• Deliver on strategic value of JJE and Westech

Grow in New End-Markets

Optimize in Existing End-

Markets

• Innovate to develop new product applications for adjacent end-markets

• Build new sources of profitability, including service, recurring and after-market revenue streams

• Invest to grow revenue faster than GDP

• Continue to improve manufacturing efficiencies and costs

• Leverage our existing plants and invested capital

2016 Outlook

Expect 2016 Adjusted EPS to be within our previously-issued guidance

Narrowing outlook range to between $0.65 to $0.70 per share

11

Factors include:

• Solid performance in municipal-based businesses

• Negative operating leverage

• Backlog entering Q4 carries a lower gross-margin

that in prior-year periods

• Continued softness in industrial demand

• Higher percentage of orders for products

manufactured by other companies

Federal Signal Q3 2016 Earnings Call

12

Q&A

November 1, 2016

Jennifer Sherman, President & Chief Executive Officer Brian Cooper, SVP, Chief Financial Officer

Investor Information

Stock Ticker - NYSE:FSS

Company website: federalsignal.com/investors

HEADQUARTERS

1415 West 22nd Street, Suite 1100 Oak Brook, IL 60523

INVESTOR RELATIONS CONTACTS

630-954-2000

Brian Cooper

SVP, Chief Financial Officer

BCooper@federalsignal.com

Svetlana Vinokur

VP, Treasurer and Corporate Development

SVinokur@federalsignal.com

13