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):  July 17, 2007

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

_____________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

[   ] Written communications pursuant to Rule 425 under the Securities Act  (17 CFR 230.425)

[   ]           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 2.02                      Results of Operations and Financial Condition

On July 17, 2007, Modine Manufacturing Company (the “Company”) issued a press release announcing the results of operations and financial condition for the first quarter ended June 26, 2007.

During a conference call scheduled to be held at 10:00 a.m. EDT on July 17, 2007, the Company’s President and Chief Executive Officer, David B. Rayburn, and Executive Vice President, Finance and Chief Financial Officer, Bradley C. Richardson, will discuss the Company’s results for the first quarter ended June 26, 2007.

Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of the Company’s press release in connection with the announcement and attached to this Current Report on Form 8-K as Exhibit 99.2 is a copy of the slides that will be used in the earnings conference call.  The information in this Item 2.02, including the exhibits attached hereto, are furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01                      Financial Statements and Exhibits

(c)           Exhibits

The following exhibits are being furnished herewith:

99.1           Press Release dated July 17, 2007 announcing the results of operations and financial condition for the first quarter ended June 26, 2007.

99.2           Slide presentation.

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.

/s/D.B. Rayburn	/s/D.R. Zakos
Name: D.B. Rayburn	Name: D.R. Zakos
Title: President and Chief Executive Officer	Title: Vice President, General Counsel and Secretary

Date:  July 17, 2007

Exhibit No.                                           Description

99.1 Press Release dated July 17, 2007 announcing the results of operations and financial condition for the first quarter ended June 26, 2007.

99.2                                         Slide presentation.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: Beth Coronelli 262-636-8434 e.p.coronelli@na.modine.com

Modine Reports First Quarter Fiscal 2008 Results

Raises Full Year Guidance

RACINE, Wis., July 17, 2007– Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today reported first quarter fiscal 2008 results from continuing operations.

“The actions we are taking to change the business model, coupled with our performance in the first quarter and increased expectations for fiscal 2008, reinforces our confidence in the long term profitable growth of our company,” said Modine President and Chief Executive Officer David B. Rayburn.  “We are extremely pleased with the strong increase in sales, especially in Europe, Asia, and South America and also within Commercial Products.  The growth in these markets offsets the nearly 55 percent decline in the North American heavy duty truck build rates following heavy demand last year prior to the change in engine emission requirements.  As a result of the higher than expected first quarter performance, we have increased our full year earnings guidance.”

First Quarter Fiscal 2008 Highlights

·   Reported strong sales volumes across most segments, offset by significant cyclical downturn in the North American truck market

·   Introduced the next generation of powertrain cooling and heat transfer technology on

July 12, 2007

·   Experienced preliminary signs of material costs stabilizing with late quarter decreases in nickel

·   Announced the formation of a technology committee of the board of directors

·   Awarded business to supply Hyundai with Euro-5 exhaust gas recirculation coolers, estimated to be approximately $100 million in orders over the next five years

·   Initiated efforts to market Modine’s Electronics Cooling business, which has been presented as a discontinued operation

“While there is still margin pressure as expected, we are beginning to experience some cost saving benefits from our manufacturing footprint realignment and product repositioning,” Rayburn said.  “Our technology efforts are also a cornerstone to our future profitability and growth, highlighted by the recent announcement of revolutionary next generation powertrain cooling and heat transfer technology.   While delivering innovative products to our customers, we are executing on our plan to lower costs, increase margins, grow the company profitably in line with return on average capital employed objectives, and provide value to our shareholders over the long term.”

First Quarter Financial Results from Continuing Operations

	Fiscal 2008	Fiscal 2007
Net sales	$    444.1 million	$  421.9 million
Earnings per share (EPS)	$     0.39 per share	$    0.65 per share1
Earnings before interest, taxes,
depreciation and amortization (EBITDA)*	$      39.4 million	$    43.4 million
1 First quarter fiscal 2007 EPS included $0.11 of tax benefits from the utilization of a net operating loss in Brazil.

“We performed above our expectations in the first quarter which provides further evidence that efforts we have taken to restructure the business have gained traction,” said Bradley C. Richardson, Modine Executive Vice President, Finance and Chief Financial Officer.  “Our margins showed sequential quarter-over-quarter improvement despite significant weakness in the higher margin heavy duty truck business in North America.  The increase in our fiscal 2008 guidance, which is expected to include some quarterly seasonality, reinforces our confidence in our business.  We are committed to expand the gross margin to the 18 to 20 percent range long term and drive return on average capital employed to our goal of 11 to 12 percent.”

The following table reconciles the estimated significant differences in earnings from continuing operations between the first quarter of fiscal 2007 and the first quarter of fiscal 2008:

	($ in millions, after tax)
First Quarter Fiscal 2007 Earnings
from Continuing Operations				$	20.9
Differences (pre-tax)
Higher volume		1.7
Net impact of higher commodity prices		(4.0	)
Operating performance		5.0
Customer price decreases		(3.6	)
Manufacturing realignment costs		(2.5	)
Brazilian exchange rate gain		3.0
Product mix and other (primarily loss of higher margin
heavy duty truck volumes)		(6.4	)
Total pre-tax differences		(6.8	)
After-tax impact of above differences					(4.9	)
Absence of 2007 Brazilian tax benefit					(3.6	)
First Quarter Fiscal 2008 Earnings   from Continuing Operations
		$	12.4

Sales: First quarter sales from continuing operations were $444.1 million, an increase from $421.9 million reported in the first quarter of fiscal 2007. Excluding the impact of foreign currency exchange rate changes, underlying sales increased by $4.0 million, or 0.9 percent.  Significant strength in Europe, Asia and South America sales volumes was offset by the decline in product demand based on decreased build rates in the North American heavy duty truck market.

Gross Profit:   First quarter gross profit was $71.0 million, or 16.0 percent of sales, compared to gross profit of $78.0 million, or 18.5 percent of sales, in the same period last year.   Gross margin improved sequentially from the fourth quarter of fiscal 2007 to the first quarter of fiscal 2008, and was in line with full year expectations.  However, it did decline from the first quarter of fiscal 2007 as a result of the decrease in the higher margin North American heavy duty truck business and the continued pressure of higher raw material costs.  Operating performance improvements in the manufacturing facilities more than offset customer price decreases on a year-over-year basis.

Selling, General and Administrative (SG&A) Expenses:  First quarter SG&A expenses declined $1.9 million from the first quarter of fiscal 2007, excluding the impact of foreign currency exchange rate changes and the SG&A associated with the acquisition of the former Brazilian joint venture in May 2006.  As a percentage of sales, SG&A decreased from 12.6 percent in the first quarter of the prior year to 12.4 percent in the first quarter of fiscal 2008, which is trending toward the long term goal to drive SG&A to 11.5 percent.

Earnings:  First quarter earnings from continuing operations of $12.4 million decreased from $20.9 million in the same period last year.  Despite strong sales volumes, the company reported lower earnings in the first quarter due to declines in North American heavy duty truck build rates and year-over-year raw material increases.  The first quarter of fiscal 2008 included $3.0 million of foreign currency exchange rate gains from Brazil which is reported in other income.  A higher tax rate in the first quarter of fiscal 2008 also impacted earnings, compared to the significantly lower rate reported in the first quarter of fiscal 2007 as a result of a tax benefit from the utilization of a net operating loss in Brazil in the prior year.

First Quarter Segment Data

Original Equipment – North America segment sales decreased 25.6 percent, or $44.0 million, to $128.2 million from $172.2 million reported one year ago, with operating income of $1.0 million versus $18.1 million in the first quarter of fiscal 2007.  The decreases were primarily from a cyclical downturn and build rate declines as a result of pre-buys driven by January 1, 2007 emission requirement changes in the North American heavy duty truck market.

Original Equipment – Europe segment sales increased 20.5 percent to $177.4 million from $147.2 million in the first quarter of fiscal 2007, due to growth in powertrain cooling and engine related products in the heavy duty business, condenser sales, plus modest strength in the automotive business and a $14.0 million favorable impact of foreign currency exchange rate changes.  Operating income was $24.0 million versus $19.2 million last year.

Original Equipment – Asia segment sales increased 27.2 percent to $71.2 million from $55.9 million one year ago, primarily due to increased condenser and bus air conditioning product sales and strength in the South Korean economy.  There were also $1.7 million of favorable exchange rate changes.  Operating income of $0.9 million in the first quarter of fiscal 2008 was consistent with the $1.0 million generated in the same period last year.  The higher sales volume was offset by customer pricing pressures.

South America segment sales were $28.6 million in the first quarter of fiscal 2008, with operating income of $2.3 million.  Modine has a leading position in supplying product to the Brazilian agricultural market.  The increased strength of this market, along with strength in the overall Brazilian economy, contributed to strong sales in the first quarter of fiscal 2008.  Sales in the first quarter of fiscal 2007, which represented one month of results after the May 2006 acquisition, were $8.0 million with operating income of $0.5 million.

Commercial Products segment sales increased 12.5 percent to $44.3 million from $39.4 million one year ago with strength in air conditioning sales.  Operating income was $1.6 million in the first quarter of fiscal 2008 versus $1.8 million in the same period last year.  Softness in higher margin heating products tempered the earnings gains.

Fuel Cell segment is in the start-up phase with sales of less than $1.0 million.  The company is currently partnering with Bloom Energy and Ceres Powerto provide, in the near future, clean, continuous power applying fuel cell technology to stand-alone power systems.  As previously reported, fuel cell technology has the long term potential to contribute up to 10 percent of the company’s revenues toward the end of the five year planning period based on customer estimates of volumes.

First Quarter Balance Sheet, Cash Flow and Return on Capital

The company had a net cash outflow from operating activities in the fiscal 2008 first quarter of $1.2 million, compared to net cash provided by operating activities of $6.1 million in the first quarter of fiscal 2007.  This was primarily due to increased working capital needs and declining year-over-year financial performance.  The first quarter is typically the lowest quarterly cash flow due to a normal build in working capital.   Working capital was $191.3 million at June 26, 2007, compared to $148.9 million at the end of fiscal 2007.

During the fiscal 2008 first quarter, the company funded $14.0 million of capital expenditures in support of new business, and provided $5.7 million in cash returns to shareholders through dividend payments. The cash balance at June 26, 2007 was $22.6 million, compared to $21.2 million as of March 31, 2007.

Total debt at the end of the first quarter of fiscal 2008 was $199.0 million, compared to $179.3 million at the end of fiscal 2007.  The debt to capital (debt plus shareholders’ equity) ratio increased to 28.2 percent, compared to 26.7 percent at the end of fiscal 2007. The increase in Modine’s debt level is primarily attributable to the increase in working capital and capital expenditures related to construction of plants in Mexico, China, and India.  Return on average capital employed (ROACE)*, excluding discontinued operations, for the first quarter of fiscal 2008 was 6.7 percent, compared to 9.0 percent for the first quarter of fiscal 2007.

Fiscal 2008 Outlook

Due to favorable sales and higher than expected performance in the first quarter, the company increased its fiscal 2008 guidance for earnings from continuing operations from the previous guidance of $.80 to $1.20 to a new guidance range of $1.05 to $1.25 per fully diluted share.

Guidance Summary

	Fiscal 2007	Fiscal 2008
	Actual	Low	High
Net sales	$1.72 billion	$1.70 billion	$1.80 billion
Gross margin	16.2%	16.0	16.5%
Operating margin	2.7%	3.1%	3.7%
Pre-tax earnings	$45 million	$46 million	$52 million
Tax rate	13.8%	27.0%	23.0%
EPS	$1.21	$1.05	$1.25
Capital spending	$83 million	$85 million	$105 million
Depreciation	$70 million	$75 million	$80 million

The following assumptions were used to develop Modine’s fiscal 2008 guidance.  Actual results could change significantly if the assumptions are not in line, or if developments transpire outside the company’s control.

·   The company anticipates a seasonal pattern in its 2008 fiscal results with lower volumes in the summer months and around the winter holidays due to normal customer-driven plant shutdowns, affecting the second and fourth quarter earnings.

·   Consistent with the first quarter results, the Europe, Asia, South America and Commercial Products segments are expected to remain strong in fiscal 2008.  The most significant factor impacting the guidance assumptions is truck volumes in the U.S. which will be down throughout fiscal 2008. However, the company has partially offset this decline by securing new business from Freightliner that will significantly increase Modine’s share of the U.S. truck market. The benefit from this market share gain will not be realized until the second half of fiscal 2008, because the start-up of the Freightliner business has been slow.  The U.S. heavy duty truck build rate assumption is 205,000 units for the year.

·   The gross margin should show consistent to modest improvement year-over-year. The most significant factor impacting this assumption is metals pricing remaining at recent market prices of $1.25 per pound for aluminum, $16.50 per pound for nickel, and $3.60 per pound for copper. A parallel five percent shift in the average metal prices during fiscal 2008 is estimated to result in a $0.10 per share change in our reported earnings.  The company will continue to use hedging instruments from time to time, and seek to maximize recovery of increased commodity prices from customers through pass-through agreements and hardship pricing.

·   Capital spending in fiscal 2008 reflects the manufacturing footprint repositioning activities, primarily with construction of new facilities in China, Mexico, India, and Hungary.

·   The fiscal 2008 guidance excludes the anticipated results of the Electronics Cooling business, which has been reported as a discontinued operation.

Conference Call and Webcast

Modine will conduct a conference call and webcast on Tuesday, July 17th at 10:00 a.m. Central Time (11:00 a.m. Eastern Time) to discuss additional details regarding the company’s performance for the fiscal 2008 first quarter.   The webcast and accompanying slides will be available on the investor section of the Modine website at www.modine.com.   The live webcast of the conference call with slides will be available through the following link: https://www.livemeeting.com/cc/vcc/join?id=wr4266127&role=attend&pw=A426612and dial 800-310-6649 for the audio of the call. Use passcode 4266127. You will be required to enter your name and firm affiliation. You are encouraged to log on to the webcast about 10 minutes prior to the start of the conference call. A replay of the slides and the audio will be available on the investor relations section of Modine’s website at http://www.modine.com, after July 17th, 2007.

About Modine

Modine, with fiscal 2007 revenues of $1.8 billion, 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, heating, ventilation and air conditioning equipment, industrial equipment, refrigeration systems, fuel cells, and electronics. The company employs approximately 7,800 people at 34 facilities worldwide.  For more information about Modine, visit www.modine.com.

Forward-Looking Statements

Statements made in this press release regarding future matters are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements, including those regarding a positive impact from new business programs, increased sales, acceleration of technology, achievement of cost reductions, changes in prices of raw materials, seasonality, refocus in global manufacturing footprint and continued financial returns are based on Modine’s current expectations. 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 international economic changes and challenges; market acceptance and demand for new products and technologies; the ability of Modine, its customers and suppliers to achieve projected sales and production levels; unanticipated product or manufacturing difficulties; and other factors affecting the company’s business prospects discussed in filings made by the company, from time to time, with the Securities and Exchange Commission including the factors discussed in Item 1A, Risk Factors, and in the “Cautionary Factors” section in Item 7 of the company’s most recent Annual Report on Form 10-K and its periodic reports on Form 10-Q. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.  Modine’s financial results, as reported herein, are preliminary and subject to possible adjustments.

*Non-GAAP Financial Disclosures

Financial information excluding the impact of foreign currency exchange rate changes and the impact of acquisitions in this press release are not measures that are defined in generally accepted accounting principles (GAAP). These items are measures that management believes are important to adjust for in order to have a meaningful comparison to prior and future periods and to provide a basis for future projections and for estimating our earnings growth prospects. Non-GAAP measures are used by management as a performance measure to judge profitability of our business absent the impact of foreign currency exchange rate changes and acquisitions. Management analyzes the company’s business performance and trends excluding these amounts.  These measures, as well as EBITDA and ROACE, provide a more consistent view of performance than the closest GAAP equivalent for management and investors. Management compensates for this by using these measures in combination with the GAAP measures. The presentation of the non-GAAP measures in this press release are made alongside the most directly comparable GAAP measures.

Definition – Return on average capital employed (ROACE) Net earnings adding back after-tax interest (interest expense less the tax benefit at the total company effective tax rate), divided by the average, total debt plus shareholders' equity: this is a financial measure of the profit generated on the total capital invested in the company before any interest expenses payable to lenders, net of any tax effect.

Definition – Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) The sum of, net earnings and adding back provision for income taxes, interest expense, discontinued operations, depreciation and amortization: this is a financial measure of the profit generated excluding the above mentioned items.

Modine Manufacturing Company
Consolidated statements of earnings (unaudited)
	(In thousands, except per share amounts)
	Three months ended June 26,
	2007			2006
Net sales	$	444,073		$	421,918
Cost of sales		373,103			343,884
Gross profit		70,970			78,034
Selling, general, & administrative expenses		54,962			53,059
Restructuring (income) charges		(240	)		90
Income from operations		16,248			24,885
Interest expense		(2,789	)		(2,010	)
Other income - net		4,129			1,539
Earnings from continuing operations before income taxes		17,588			24,414
Provision for income taxes		5,192			3,513
Earnings from continuing operations		12,396			20,901
Earnings (loss) from discontinued operations (net of income taxes)		254			(4,604	)
Cumulative effect of accounting change (net of income taxes)		-			70
Net earnings	$	12,650		$	16,367
Earnings per share of common stock - basic:
Continuing operations	$	0.39		$	0.65
Earnings (loss) from discontinued operations		-			(0.14	)
Cumulative effect of accounting change		-			-
Net earnings - basic	$	0.39		$	0.51
Earnings per share of common stock - diluted:
Continuing operations	$	0.39		$	0.65
Earnings (loss) from discontinued operations		-			(0.14	)
Cumulative effect of accounting change		-			-
Net earnings - diluted	$	0.39		$	0.51
Weighted average shares outstanding:
Basic		32,112			32,213
Diluted		32,169			32,346
Dividends paid per share	$	0.1750		$	0.1750
Comprehensive earnings, which represents net earnings adjusted by the post-tax change in foreign-currency translation,
the effective portion of cash flow hedges and benefit plan amortization recorded in shareholders' equity, for the three
month period ended June 26, 2007 and 2006, were $5,723 and $28,546, respectively.

Condensed consolidated balance sheets (unaudited)
			(In thousands)
		June 26, 2007	March 31, 2007
Assets
Cash and cash equivalents		$             22,636	$             21,227
Short term investments		3,050	3,001
Trade receivables - net		269,808	248,493
Inventories		116,647	108,217
Assets held for sale		8,661	9,256
Other current assets		80,397	66,663
	Total current assets	501,199	456,857
Property, plant and equipment - net		514,097	514,949
Assets held for sale		5,935	9,281
Other noncurrent assets		126,023	120,486
	Total assets	$       1,147,254	$       1,101,573
Liabilities and shareholders' equity
Debt due within one year		$               3,156	$               3,493
Accounts payable		195,262	194,734
Liabilities of business held for sale		3,530	3,478
Other current liabilities		107,934	106,248
	Total current liabilities	309,882	307,953
Long-term debt		195,843	175,856
Deferred income taxes		19,749	18,291
Liabilities of business held for sale		95	94
Other noncurrent liabilities		115,189	106,112
	Total liabilities	640,758	608,306
Shareholders' equity		506,496	493,267
	Total liabilities & shareholders' equity	$       1,147,254	$       1,101,573

Modine Manufacturing Company
Condensed consolidated statements of cash flows (unaudited)
		(In thousands)
Three months ended June 26,	2007	2006
Cash flows from operating activities:
Net earnings	$               12,650	$                16,367
Adjustments to reconcile net earnings with cash (used for) provided
by operating activities:
Depreciation and amortization	19,225	17,285
Other - net	(4,225)	(119)
Net changes in operating assets and liabilities	(28,895)	(27,444)
Net cash (used for) provided by operating activities	(1,245)	6,089
Cash flows from investing activities:
Expenditures for property, plant and equipment	(13,974)	(18,081)
Acquisitions, net of cash	-	(10,950)
Proceeds from dispositions of assets	3,320	18
Other- net	232	2
Net cash used for investing activities	(10,422)	(29,011)
Cash flows from financing activities:
Net increase in debt	19,491	22,753
Repurchase of common stock, treasury and retirement	(412)	(8,703)
Cash dividends paid	(5,671)	(5,687)
Other - net	(949)	(1,532)
Net cash provided by financing activities	12,459	6,831
Effect of exchange rate changes on cash	617	(429)
Net increase (decrease) in cash and cash equivalents	1,409	(16,520)
Cash and cash equivalents at beginning of period	21,227	30,798
Cash and cash equivalents at end of period	$               22,636	$                14,278

Condensed segment operating results (unaudited)**
		(In thousands)
	Three months ended June 26,
	2007	2006
Sales:
Original Equipment - North America	$             128,150	$             172,178
Original Equipment - Europe	177,406	147,186
Original Equipment - Asia	71,166	55,933
South America	28,611	7,958
Commercial Products	44,275	39,359
Fuel Cell	439	917
Segment sales	450,047	423,531
Corporate and administrative	1,301	1,053
Eliminations	(7,275)	(2,666)
Total net sales	$             444,073	$             421,918
Operating income/(loss):
Original Equipment - North America	$                  1,043	$                18,132
Original Equipment - Europe	23,968	19,188
Original Equipment - Asia	895	1,007
South America	2,267	515
Commercial Products	1,647	1,750
Fuel Cell	(651)	(39)
Segment income from operations	29,169	40,553
Corporate and administrative	(12,962)	(15,688)
Eliminations	41	20
Income from operations	$               16,248	$                24,885
** In the prior year, the South America segment consisted of one month of results subsequent to
the acquisition of the Brazilian joint venture in May 2006.

Modine Manufacturing Company
Return on average capital employed (unaudited)
		(Dollars in thousands)
Trailing four quarters ended June 26,	2007	2006
Net earnings	$         38,330	$         56,421
Plus interest expense, net of tax benefit at total company effective tax rate	8,677	5,476
Net return	$         47,007	$         61,897
Divided by:
Average capital (debt + equity, last five quarter ends / divided by 5)	$       705,842	$       686,257
Return on average capital employed	6.7%	9.0%
Interest expense	$         10,942	$            7,713
Total company effective tax rate	20.7%	29.0%
Tax benefit	2,265	2,237
Interest expense, net of tax benefit	$           8,677	$            5,476

Earnings before interest, taxes, depreciation and amortization (EBITDA) from continuing operations (unaudited)
		(Dollars in thousands)
	Three months ended June 26,
	2007	2006
Net earnings	$         12,650	$         16,367
Provision for income taxes (a)	5,192	3,558
Interest expense	2,789	2,010
(Earnings) loss from discontinued operations (b)	(254)	4,604
Depreciation and amortization (c)	19,027	16,896
EBITDA from continuing operations	$         39,404	$         43,435
(a) Provision for income taxes includes $45 of taxes related to the cumulative effect of accounting change in the prior year.
(b) The calculation of EBITDA excludes the results of discontinued operations for the periods presented.
(c ) Depreciation and amortization of $198 and $389 for the quarter ended June 26, 2007 and 2006, respectively, related
to discontinued operations and were excluded from the depreciation and amortization presented.

EX-99.2

1

Modine Manufacturing Company

Modine First Quarter Fiscal 2008 Earnings

2

2

2

Forward-Looking Statements

Statements made in this press release regarding future matters are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements, including those regarding a positive impact from new business
programs, increased sales, acceleration of technology, achievement of cost reductions,
changes in prices of raw materials, seasonality, refocus in global manufacturing footprint and
continued financial returns are based on Modine’s current expectations. 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 international economic
changes and challenges; market acceptance and demand for new products and
technologies; the ability of Modine, its customers and suppliers to achieve projected sales
and production levels; unanticipated product or manufacturing difficulties; and other factors
affecting the company’s business prospects discussed in filings made by the company, from
time to time, with the Securities and Exchange Commission inc
luding the factors discussed in
Item 1A, Risk Factors, and in the “Cautionary Factors” section in Item 7 of the company’s
most recent Annual Report on Form 10-K and its periodic reports on Form 10-Q. We
undertake no obligation to publicly update any forward-looking statement, whether as a result
of new information, future events or otherwise 

In addition, with regard to non-GAAP financial information, Modine provides definitions and a
reconciliation of such information to GAAP financial information in the earnings press release
that accompanies these slides.

Modine's financial results, as reported herein, are preliminary and subject to possible
adjustments.

3

3

3

First Quarter Fiscal 2008 Highlights

•Encouraged with impact of business model changes and first
quarter performance

•Reported strong sales volumes across most segments

–Strength in Europe, Asia, South America, Commercial Products

•Increased guidance for fiscal 2008

•New “Green” business opportunities 

•Manufacturing footprint changes 

•Still experiencing headwinds

–Material costs - signs of improvement in nickel 

–Customer pricing

–Cyclical downturn in the North American truck market

4

4

4

Gross margins 18-20%

Growth 9-13%

ROACE 11-12%

Drives significant new business wins 

Changing the Business Model

•Organizational changes

•Manufacturing realignment

•Rationalization/Focus on the core

•Technology acceleration

5

5

5

Technology Acceleration

•Historical strength - product differentiation

–Spirex radiators

–BetaWeld

–PF technology

•World-class facilities

•Unique product structure

–Applications

–“Pull” from the customer

–“Push to the customer

•New board technology committee 

•Intellectual property aligned with our product roadmaps

•Introduced new revolutionary next generation powertrain cooling and heat
transfer technology

6

6

6

First Quarter Fiscal20082007Change

Highlights

•Electronics Cooling business has been excluded from results - discontinued operation

•Strong sales increase - better than expected performance

•EPS comparison impacted by lower tax rate in 2007 

•Significant cyclical downturn in the North American truck market

•Sequential improvement in margins from 4th quarter to 1st quarter

•Company remains conservatively financed

Quarterly Comparison

Net sales$444.1$421.9$22.2

Earnings from continuing operations$  12.4$  20.9$ (8.5)

Effective tax rate29.5 percent14.4 percent15.1 points

Earnings per share from continuing operations $0.39$0.65$ (0.26)

Return on capital employed6.7 percent9.0 percent(2.3) points

- Gross margin16.018.5(2.5)
points

- Operating margin3.75.9(2.2)
points

- Capital turns2.52.4 0.1
points

Debt to capital ratio28.2 percent26.3 percent 1.9 points

7

7

7

E.P.S.

•Tax benefit -- Brazilian net
operating loss provided a tax
benefit in 2007

•Volume -- Global strength
offset by decline in North
American truck build rates

•Commodity prices -- Gaining
traction on material
pass-through; signs of
improvement in nickel

•Operating performance and
pricing -- Favorable operating
performance more than offsets
customer price downs

•Product mix -- Cyclical
decline in higher margin North
American truck business

•Brazil exchange -- Foreign
currency transaction gains

Fiscal 2008 First Quarter Earnings Per Share Analysis

8

8

8

First Quarter Segment Analysis

•Reflects revised segment reporting structure 

•Mix of segment sales is a key driver of first quarter results

•South America segment consisted of one month of results in fiscal 2007

9

9

9

$16.50

•Copper and aluminum pricing remained in line with
expectations

•Copper and aluminum hedges in place

•Nickel prices showed significant improvement late in
the first quarter of fiscal 2008, indicating preliminary
signs of material cost stabilization 

2008 Guidance Assumptions -- Metals Pricing

10

10

10

Assumptions and considerations

•Seasonal pattern in fiscal 2008 results

•Continued strength in Europe, Asia, South America and Commercial Products

•North American truck build rates - 205,000 units with ramp up of new customer in second half of fiscal 2008

•Metals pricing 

–$1.25/lb. Aluminum

–$16.50/lb.Nickel

–$3.60/lb. Copper

•Plant productivity -- continued execution of manufacturing consolidation plans

These expectations are subject to a number of assumptions and other factors, and would change significantly if the
assumptions change, or if developments transpire outside the company’s control.

Fiscal 2008 Guidance

Guidance Summary

Fiscal 2007Fiscal 2008        

                           Low High

Net sales$1.72 billion                $1.70 billion               $1.80 billion

Gross margin (%)  16.2                    16.0   16.5

Operating margin (%)    2.7                      3.1     3.7

Pre-tax earnings$   45 million                $  46 million             $  52 million

Tax rate (%)   13.8                      27    23

Earnings per fully diluted share$ 1.21                                              $ 1.05                         $1.25

Capital spending$   83 million                 $  85 million$105 million

Depreciation$   70 million                 $  75 million$  80 million

11

11

11

25%

21%

22%

21%

19%

16%

18 to 20 percent 

gross margin goal

18-20%

16.0-16.5%

Gross Margin Trend

•Willing to slow growth to increase
profitability

•Portfolio rationalization

–Customers

–Businesses

•Electronics Cooling 

–Must meet profitability and
strategic hurdles

•Manufacturing base

–Realignment

–Modine Production System

•Product and materials standardization

•Modernization of our current materials
pass through agreements

•New, next generation technology
introductions

•Risk management of commodities

12

12

12

Gross Margin

Operating Margin

23

Sales Relative to Investments - Capital Turns

Margins

ROACE

6.7%

9.0%

9.7%

7.2%

5.9%

TARGET

4.1%

•Industry fundamentals remain challenging

•North American truck build rate recovery

•Plans in place to address challenges

–Changing the business model

•Reconfigure the organization

•Realign the manufacturing
footprint

•Build advantaged positions or
exit

•Accelerate technology
innovations

Intermediate Term View