8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act

of 1934

Date of Report (Date of earliest event reported):

November 1, 2005

Modine Manufacturing Company

Exact name of registrant as specified in its charter

Wisconsin	1-1373	39-0482000
State or other jurisdiction of incorporation	Commission File Number	I.R.S. Employer Identification Number

1500 DeKoven Avenue, Racine, Wisconsin	53403
Address of principal executive offices	Zip Code

Registrant s telephone number, including area code: (262) 636-1200

Check the appropriate below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

[ ] Written communications pursuant to Rule 425 under the Securities Act

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

TABLE OF CONTENTS

ITEM 7.01     Regulation FD Disclosure.

ITEM 9.01     Financial Statements and Exhibits.

SIGNATURE

Exhibit Index

EX-99.1     Press release dated November 1, 2005.

INFORMATION TO BE INCLUDED IN THE REPORT

Item 7.01   Regulation FD Disclosure.

On November 1, 2005, David B. Rayburn, President and CEO of Modine Manufacturing Company (“Modine” or the “Company”), and Bradley C. Richardson, Vice President, Finance and CFO of Modine, reiterated Modine’s fiscal 2006 diluted earnings per share guidance during a presentation at the Gabelli & Company 29^th Annual Automotive Aftermarket Symposium. In the same presentation, Messrs. Rayburn and Richardson updated and brought forward Modine’s net new business figure, announcing $300 million of expected net new original equipment (OE) business over the next five years.

Modine will provide a live Webcast of the slide presentation through the Investor Relations section of the Company’s Web site at www.modine.com and the audio of the presentation will continue to be available on that site. A transcript of the Webcast will be available on www.modine.com starting on November 2. The Company anticipates that the audio and the transcript will be available for at least a month.

Modine also issued a press release simultaneously with the presentation, a copy of the related press release is being attached as Exhibit 99.1 to this Current Report on Form 8-K, which is being furnished, but not filed, pursuant to Item 7.01 of this Current Report on Form 8-K.

This current report on Form 8-K contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in the press release.

Item 9.01Financial Statements and Exhibits.

(c)   Exhibits.

Exhibit Number	Description
Exhibit 99.1	Press Release dated November 1, 2005 announcing the Company’s net new business number and reiterating Modine’s fiscal 2006 diluted earnings per share guidance.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Modine Manufacturing Company

By: /s/ D. B. Rayburn

     D. B. Rayburn

     President and Chief Executive Officer

Date: November 1, 2005

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Modine Manufacturing Company’s press release dated November 1, 2005 announcing the Company’s net new business number and reiterating Modine’s fiscal 2006 diluted earnings per share guidance.

EX-99.1

Exhibit 99.1

NEWS RELEASE

For Immediate Release

Investor Contact: Dave Prichard262-636-8434 d.a.prichard@na.modine.com

Media Contact: Lori Stafford262-636-1001 l.stafford@na.modine.com

Modine Announces $300 Million of Expected Net New Business Through 2010 and Reiterates Fiscal 2006 EPS Guidance at Investor Conference

Las Vegas, NV, November 1, 2005 - Modine Manufacturing Company (NYSE: MOD), a diversified world leader in thermal management solutions and technology, today updated and brought forward its net new business figure, announcing $300 million of expected net new original equipment (OE) business over the next five years. The Company also reiterated its fiscal 2006 diluted earnings per share guidance during a presentation at the Gabelli & Company 29^th Annual Automotive Aftermarket Symposium here this morning.

“As a result of our strong technology focus, extensive new product pipeline and expanding global customer partnerships, we expect to generate about $300 million of net new OE business between our current fiscal year 2006 and 2010,” said David Rayburn, Modine President and Chief Executive Officer. “Significant contributors are new diesel engine programs and products, along with additional content per engine, all triggered by more stringent global emission regulations.”

“This new OE business, which represents the net amount after known program losses are deducted, is about 60% heavy-duty - including medium and heavy-duty truck, agriculture and construction - with the balance in automotive and light truck, primarily in Europe and Asia,” Rayburn told investors at the conference and those participating by Webcast. “We believe this balanced business split reflects the advantages of our global market diversification strategy.”

He noted that this year’s net new business figure is slightly below the $330 level announced last year primarily because the Company launched nearly $90 million of new business in fiscal 2005 alone, coupled with a recent decision to forego renewal of an automotive engine cooling module supply program. “Our global market and customer diversification strategy allows us to be selective with our business opportunities and maintain acceptable profit margins,” Rayburn said.

He noted that the Company expects a significant portion of the net new business launches to occur between 2007 and 2010, the years in which more rigid emission regulations take effect in North America and Europe.

“Importantly, our net new business is expected to provide balanced growth for us in North America and Europe,” Rayburn told investors at the conference and those listening by Webcast. “For the first time, though, about 16 percent of our net new business is being generated from our Asian operations. This is the direct result of our acquisition in the summer and fall of 2004 of the Automotive Climate Control division of WiniaMando in Korea and China. The new Asian business confirms the importance of our new geographic footprint and the growth we expect in that region in the years ahead.”

Rayburn also reaffirmed the Company’s current fiscal year guidance for diluted earnings per share from continuing operations.

“For fiscal 2006, we continue to expect diluted earnings per share growth from continuing operations in the high single-digit to more likely the low double-digit range compared with $1.79 from continuing operations reported in fiscal 2005, along with higher returns and increasing operating cash flow,” said Rayburn. “Given the $1.01 per share earned in the first half, this would suggest a second half that is roughly comparable.”

“We also expect fiscal 2006 revenues from continuing operations to be in the range of $1.6 billion, compared with $1.34 billion in fiscal 2005,” said Rayburn. “Our top-line organic growth has been augmented by the positive impacts of our acquisitions over the past 15 months.”

Rayburn also reviewed Modine’s long-term financial performance goals announced in November 2004, which are designed to position the Company as a leading, diversified manufacturing company and provide the framework for formulating its business plans and senior management incentive programs. They are:

·   Generate a return on average capital employed, or ROACE, of 11% to 12% through a cycle. At the end of the second quarter of fiscal 2006, Modine’s ROACE had reached 11.1%, above the cost of capital of 10.5%. Through the cycle means that during periods of strong performance, Modine expects to return above 11% to 12% while, during cyclical downturns, the return would likely fall below that level.

·   Maintain a total debt to capital ratio below 40% while searching for additional, accretive acquisitions and joint ventures by geography or product line. Modine’s strong balance sheet currently reflects a debt to capital ratio of only about 23%.

·   Maintain a dividend payout ratio of 35% to 45%. The dividend payout ratio for the trailing four quarters is about 33%. Dividends remain a key component of Modine total shareholder return.

He added that the Company was making steady progress in its share buyback program, having repurchased 1,046,700 shares of common stock for cancellation at an average price of $34.50, or a total of about $36.1 million, through October 28, 2005. Modine has completed more than half of the 5% share buyback, or about 1.7 million shares, authorized by its Board of Directors in mid-May 2005. This authorization also included an anti-dilution repurchase provision designed to offset the potential impact of the Company’s stock-based incentive compensation plans.

Stressing the Company’s singular and historic focus on thermal management, Rayburn reviewed Modine’s market and product positions in powertrain cooling, engine products, passenger thermal comfort, building HVAC&R (heating, ventilation, air conditioning and refrigeration), electronics cooling, and fuel cells.

“We continue to deal with challenging business conditions but we also have a number of positive factors that are impacting our performance as well,” he noted. “Our focus remains on increasing business with existing customers, while attracting new, technology-driven OE customers in multiple global markets with high quality, differentiated products, exceptional service and new technology offerings.”

Founded in 1916 and with projected fiscal 2006 revenues from continuing operations of approximately $1.6 billion, Modine specializes in thermal management systems and components, bringing highly engineered heating and cooling technology and solutions to diversified global markets. Modine products are used in light, medium and heavy-duty vehicles, HVAC (heating, ventilating, air conditioning) equipment, industrial equipment, refrigeration systems, fuel cells, and electronics. Based in Racine, Wisconsin, the Company has more than 8,200 employees at 35 facilities in 15 countries worldwide. For information about Modine, visit www.modine.com.

This news release contains statements, including information about future financial performance, accompanied by phrases such as “believes,”“estimates,”“expects,”“plans,”“anticipates,”“will,”“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, which are identified on page 36 of the Company’s 2005 Annual Report to Shareholders and other recent Company filings with the Securities and Exchange Commission. Specifically, this news release contains forward-looking statements regarding the benefits of recent acquisitions, anticipated incremental business, the share repurchase program, and continuing market strength. These forward-looking statements are particularly subject to a number of risks and uncertainties, including international economic changes and challenges; market acceptance and demand for new products and technologies; andthe ability of Modine to integrate the acquired operations and employees in a timely and cost-effective manner. These statements are also subject to the ability of Modine, its customers and suppliers to achieve projected sales and production levels; and unanticipated product or manufacturing difficulties.

Modine does not assume any obligation to update any of these forward-looking statements.

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