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):  February 2, 2010

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):

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

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

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

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

1

Information to be Included in the Report

Item 2.02 Results of Operations and Financial Condition

On February 2, 2010, Modine Manufacturing Company (the “Company”) issued a press release announcing the results of operations and financial condition for its third fiscal quarter ended December 31, 2009.

During a conference call scheduled to be held at 11:30 a.m. EDT on February 2, 2010, the Company’s President and Chief Executive Officer, Thomas A. Burke, and Vice President – Corporate Controller and Chief Accounting Officer, Robert R. Kampstra, will discuss the Company’s results for the third fiscal quarter ended December 31, 2009.

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.  The information in this Item 2.02, including Exhibit 99.1, is 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 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

(d) Exhibits

The following exhibit is being furnished herewith:

99.1 Press Release dated February 2, 2010 announcing the results of operations and financial condition for the third fiscal quarter ended December 31, 2009.

2

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/ Thomas A. Burke

Thomas A. Burke

President and Chief Executive Officer

By: /s/ Margaret C. Kelsey

Margaret C. Kelsey

Vice President – Corporate Development, General Counsel and Secretary

Date:  February 2, 2010

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Exhibit Index

Exhibit No. Exhibit Description

99.1 Press Release dated February 2, 2010 announcing the results of operations and financial condition for the third fiscal quarter ended December 31, 2009.

 4

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: Susan Fisher262-636-8434  s.h.fisher@na.modine.com

Modine Delivers Improved Third Quarter Fiscal 2010 Results

RACINE, WI, February 2, 2010 – Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today reported its financial results for the third quarter of fiscal 2010, as follows:

Third Quarter	2010			2009			Change
($ in millions except per share data)
Net Sales	$	302.4		$	325.6		$	(23.2	)
Gross Profit	$	47.7		$	37.9		$	9.8
% of Sales		15.8	%		11.6	%		420	bp
Selling, General & Administrative (SG&A) Expenses	$	40.7		$	43.3		$	(2.6	)
Pre-Tax Earnings (Loss) from Continuing Operations	$	2.4		$	(63.8	)	$	66.2
Earnings (Loss) from Continuing Operations	$	2.1		$	(56.5	)	$	58.6
Diluted Earnings (Loss) Per Share from Continuing Operations	$	0.05		$	(1.76	)	$	1.81
Adjusted EBITDA	$	25.2		$	12.7		$	12.5
Free Cash Flow	$	38.5		$	7.8		$	30.7
Net Debt (a)	$	87.5		$	205.7		$	(118.2	)
(a) As of December 31, 2009 and March 31, 2009, respectively

“Modine’s performance during the third quarter of fiscal 2010 affirms that our Four-Point Plan is working,” said Thomas A. Burke, Modine President and Chief Executive Officer.  “We delivered a 420 basis point improvement in gross margin despite lower sales, just over $25 million in adjusted EBITDA, and the company’s first pre-tax earnings in six quarters.  These results reflect the favorable impact of our restructuring activities and our significantly lower cost structure year over year.  During the quarter, we completed the sale of our Korea-based vehicular HVAC business, as part of our ongoing portfolio rationalization activity.  We used the strength of our cash flow from operations, as well as the proceeds from this sale, to reduce even further the company’s overall debt position.  Although we are clearly pleased with our progress during the third quarter, we are mindful of near-term pressure on our business. Continued steady increases in metals prices, as well as new program launches and announced plant closure activities, are expected to impact the company’s gross margin.  Within this environment, we continue to execute our Four-Point Plan.  With renewed confidence in our product strategies and our strong balance sheet, we remain focused on meeting the thermal management needs of our customers and positioning Modine for sustained profitable growth.”

Third Quarter Overview

· Sales volumes declined seven percent from a year ago, yet improved sequentially across all segments, up seven percent compared to the second quarter of fiscal 2010, reflecting new program launches and some slight market recovery;

· Gross margin of 15.8 percent rose 420 basis points from the third quarter of fiscal 2009 and 80 basis points sequentially, primarily attributable to a significant reduction in direct and indirect costs in the company’s manufacturing facilities;

· The company recorded pre-tax income of $2.4 million, its first reported pre-tax earnings since the first quarter of fiscal 2009;

· Adjusted EBITDA of $25.2 million during the third quarter of fiscal 2010 and $64.8 million year-to-date, far exceeded the company’s minimum adjusted EBITDA loan covenant requirements;

Third Quarter Fiscal 2010 Results - Page 2

· The company announced the closure of its Harrodsburg, Kentucky, facility, reflecting a continuing focus on realigning its manufacturing footprint to achieve greater efficiencies in scale;

· The company completed the sale of its Korea-based vehicular HVAC business in December, generating approximately $11 million in net proceeds, which were used to further reduce the company’s indebtedness and provide additional financial flexibility and liquidity; and

· As of December 31, 2009, the company had reduced its net debt to $87.5 million, substantially lower than the $205.7 million balance at March 31, 2009.

Cash and Liquidity

“We are very pleased with the progress we are making to improve our liquidity and financial position,” said Robert R. Kampstra, Vice President, Corporate Controller and Chief Accounting Officer.  “We generated positive free cash flow through our strong operating results during the quarter.  This cash flow, combined with the proceeds from the sale of our Korea-based vehicular HVAC business and the capital raised in our secondary stock offering last quarter, allowed us to substantially reduce our net debt balance since March 31, 2009.”

Free cash flow was $38.5 million during the third quarter of fiscal 2010, compared with $7.8 million in the comparable period of fiscal 2009.  The improvement in income from operations resulting from the company’s cost reduction efforts, as well as reduced capital spending, contributed to the year over year improvement in free cash flow.  As of December 31, 2009, the company had cash on hand of approximately $44 million and additional available borrowing capacity of approximately $175 million.  The company is confident it has sufficient liquidity to manage its business and expects to be in compliance with its financial covenants through the term of its primary credit agreement.

Outlook

Modine anticipates continued, albeit modest, sales volume improvement over the next 12 months.  However, the company anticipates that the combination of the following factors will put near-term pressure on its fourth quarter gross margin versus the third quarter of fiscal 2010:

o Significant commodity price increases, with aluminum and copper, up approximately 55 percent and 160 percent, respectively, during calendar 2009;

o The lagging impact of material pass-through agreements with several customers, resulting in the company’s temporary absorption of sharply higher metals costs until these agreements reprice;

o Inefficiencies associated with program launch activities and announced plant closures; and

o The typical winding down of the Commercial Products segment’s heating products season during the fourth quarter.

“Although the fourth quarter is historically Modine’s weakest and we face these near-term headwinds,” Burke concluded, “we are confident in our ability to manage through the uncertainties of the market. With the substantial fixed cost reductions we have achieved, we are well positioned to use this operating leverage, along with our commitment to strong customer relationships, to capitalize on the significant opportunities before us as market volumes return.”

Conference Call and Webcast

Modine will conduct a conference call and live webcast, with a slide presentation, on Tuesday, February 2, 2010 at 10:30 a.m. Central Time (11:30 a.m. Eastern Time) to discuss its fiscal 2010 third quarter.  The webcast and accompanying slides will be available on the investor section of the Modine website at www.modine.com.  The dial-in phone number for the audio portion of the call is 800-798-2884 passcode: 89447458.  The international call-in number is 617-614-6207; passcode: 89447458.  Participants are encouraged to log on to the webcast and conference call about ten minutes prior to the start of the event. A replay of the audio and the slides will be available on the investor relations section of the Modine website at www.modine.com about two hours after the live call concludes.  A call-in replay will be available through March 9, 2010, at 888-286-8010; passcode: 64200752 or, for international callers, at 617-801-6888; passcode: 64200752.  A transcript of the call will be posted to the company’s website after February 3, 2010.

About Modine

Modine, with fiscal 2009 revenues of $1.4 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, off-highway and industrial equipment, refrigeration systems, and fuel cells. The company employs approximately 6,000 people at 32 facilities worldwide in 15 countries.  For more information about Modine, visit www.modine.com.

Third Quarter Fiscal 2010 Results - Page 3

Forward-Looking Statements

This press release contains statements, including information about future financial performance and market conditions, including the information provided under “Outlook,” 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 II of the company's Annual Report on Form 10-K for the year ended March 31, 2009 and under Forward-Looking Statements in Item 2 of Part I of that same report, as revised by Exhibit 99.1 to the Company’s Current Report on Form 8-K dated September 15, 2009, and the company's Quarterly Report on Form 10-Q for the quarters ended June 30, 2009 and September 30, 2009.  Other risks and uncertainties include, but are not limited to, the following: the impact on Modine of increases in commodity prices, particularly aluminum and copper and its ability to pass these prices on to customers; changes in sales mix to products with lower margins; the company’s ability to remain in compliance with its debt agreements and financial covenants going forward; Modine’s ability to fund its liquidity requirements and meet its long-term commitments; the impact the current global economic uncertainty is having on Modine, its customers and its suppliers and any worsening of such economic conditions; the secondary effects on Modine’s future cash flows and liquidity that may result from Modine’s customers and lenders dealing with the economic crisis and its consequences; Modine’s ability to limit capital spending; Modine’s ability to successfully execute its four-point recovery plan; the nature of the vehicular industry, including continued depressed customer build rates; 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.

Non-GAAP Financial Disclosures

Adjusted EBITDA, Net Debt and Free Cash Flow (which are defined below) as used in this press release are not measures that are defined in generally accepted accounting principles (GAAP). These non-GAAP measures are used by management and the company’s lenders as performance measures to judge liquidity and covenant compliance for the company’s business. These measures 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.  However, these measures are not, and should not be, viewed as substitutes for the GAAP measures.  The presentations of the non-GAAP measures in this press release are made alongside the most directly comparable GAAP measures.

Definition – Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)

The company’s earnings (loss) from continuing operations before interest expense and provision for (benefit from) income taxes, adjusted to exclude unusual, non-recurring or extraordinary non-cash charges and up to $34.0 million of cash restructuring and repositioning charges, and further adjusted to add back depreciation and amortization expense, as defined in the applicable debt agreements. This is a financial measure of the profit generated excluding the above- mentioned items.

Definition – Net Debt

The sum of short- and long-term debt, less cash on hand. This is an indicator of the company’s debt position after considering on hand cash balances.

Definition – Free Cash Flow

The sum of net cash provided by (used for) operating and investing activities, further adjusted for net cash provided by (used for) financing activities except for advances and repayments of long-term debt, issuance of common stock and dividends. This is a liquidity measure of the cash available for permitted distributions.

-- Financial tables follow --

Third Quarter Fiscal 2010 Results - Page 4

Modine Manufacturing Company

Consolidated statements of operations (unaudited)
(In thousands, except per share amounts)
	Three months ended December 31,						Nine months ended December 31,
	2009			2008			2009			2008
Net sales	$	302,390		$	325,578		$	838,320		$	1,153,937
Cost of sales		254,674			287,673			712,380			990,551
Gross profit		47,716			37,905			125,940			163,386
Selling, general & administrative expenses		40,672			43,268			116,236			159,278
Restructuring expense (income)		1,056			25,311			(907	)		28,130
Impairment of long-lived assets		273			27,342			5,116			30,507
Income (loss) from operations		5,715			(58,016	)		5,495			(54,529	)
Interest expense		3,793			4,048			18,895			9,593
Other (income) expense - net		(441	)		1,712			(7,122	)		1,414
Earnings (loss) from continuing operations before income taxes		2,363			(63,776	)		(6,278	)		(65,536	)
Provision for (benefit from) income taxes		238			(7,265	)		2,125			(2,702	)
Earnings (loss) from continuing operations		2,125			(56,511	)		(8,403	)		(62,834	)
Earnings (loss) from discontinued operations (net of income taxes)		2,084			85			(8,348	)		(728	)
(Loss) gain on sale of discontinued operations (net of income taxes)		(430	)		369			(430	)		2,066
Net earnings (loss)	$	3,779		$	(56,057	)	$	(17,181	)	$	(61,496	)
Earnings (loss) from continuing operations per common share:
Basic	$	0.05		$	(1.76	)	$	(0.23	)	$	(1.96	)
Diluted	$	0.05		$	(1.76	)	$	(0.23	)	$	(1.96	)
Net earnings (loss) per common share:
Basic	$	0.08		$	(1.75	)	$	(0.46	)	$	(1.92	)
Diluted	$	0.08		$	(1.75	)	$	(0.46	)	$	(1.92	)
Weighted average shares outstanding:
Basic		45,941			32,093			37,066			32,066
Diluted		46,243			32,093			37,066			32,066
Dividends paid per share	$	-		$	0.10		$	-		$	0.30
Comprehensive earnings (loss), which represents net earnings (loss) adjusted by the post-tax change in foreign-currency translation, the effective portion of cash flow hedges and change in benefit plan adjustment recorded in shareholders' equity, for the three month periods ended December 31, 2009 and 2008 were $413 and $(79,918), respectively, and for the nine month periods ended December 31, 2009 and 2008, were $24,788 and $(128,673), respectively.

Condensed consolidated balance sheets (unaudited)

(In thousands)
	December 31, 2009			March 31, 2009
Assets
Cash and cash equivalents		$	44,161	$	43,536
Short term investments			1,140		1,189
Trade receivables - net			130,495		122,266
Inventories			92,159		88,077
Assets held for sale			-		29,173
Other current assets			45,122		41,610
Total current assets			313,077		325,851
Property, plant and equipment - net			442,974		426,565
Assets held for sale			-		34,328
Other noncurrent assets			61,093		65,388
Total assets		$	817,144	$	852,132
Liabilities and shareholders' equity
Debt due within one year		$	680	$	5,232
Accounts payable			106,478		94,506
Liabilities of business held for sale			-		28,018
Other current liabilities			109,614		123,277
Total current liabilities			216,772		251,033
Long-term debt			131,020		243,982
Deferred income taxes			11,123		9,979
Liabilities of business held for sale			-		12,181
Other noncurrent liabilities			94,175		91,120
Total liabilities			453,090		608,295
Shareholders' equity			364,054		243,837
Total liabilities & shareholders' equity		$	817,144	$	852,132

Third Quarter Fiscal 2010 Results - Page 5

Modine Manufacturing Company

Condensed consolidated statements of cash flows (unaudited)
(In thousands)
Nine months ended December 31,	2009			2008
Cash flows from operating activities:
Net loss	$	(17,181	)	$	(61,496	)
Adjustments to reconcile net loss with net cash provided by operating activities:
Depreciation and amortization		49,625			55,875
Impairment of long-lived assets		12,763			30,507
Other - net		(581	)		(15,465	)
Net changes in operating assets and liabilities		5,244			70,843
Net cash provided by operating activities		49,870			80,264
Cash flows from investing activities:
Expenditures for plant, property and equipment		(41,449	)		(79,538	)
Proceeds from dispositions of assets		8,130			4,972
Proceeds from sale of discontinued operations		11,249			10,202
Settlement of derivative contracts		(6,544	)		(263	)
Other - net		4,024			3,225
Net cash used for investing activities		(24,590	)		(61,402	)
Cash flows from financing activities:
Net (decrease) increase in debt		(119,708	)		30,919
Issuance of common stock		93,025			-
Cash dividends paid		-			(9,678	)
Other - net		(1,795	)		(1,398	)
Net cash (used for) provided by financing activities		(28,478	)		19,843
Effect of exchange rate changes on cash		3,823			(4,446	)
Net increase in cash and cash equivalents		625			34,259
Cash and cash equivalents at beginning of the period		43,536			38,595
Cash and cash equivalents at end of the period	$	44,161		$	72,854

Condensed segment operating results (unaudited)
(In thousands)
	Three months ended December 31,						Nine months ended December 31,
	2009			2008			2009			2008
Sales:
Original Equipment - Asia	$	8,934		$	4,172		$	22,411		$	13,221
Original Equipment - Europe		126,980			112,935			344,588			499,921
Original Equipment - North America (a)		101,296			137,702			293,559			399,641
South America		32,254			28,669			82,871			114,787
Commercial Products		48,371			48,796			127,956			150,866
Segment sales		317,835			332,274			871,385			1,178,436
Corporate and administrative		481			897			2,019			2,631
Eliminations		(15,926	)		(7,593	)		(35,084	)		(27,130	)
Total net sales	$	302,390		$	325,578		$	838,320		$	1,153,937
Operating income/(loss):
Original Equipment - Asia	$	(675	)	$	(2,173	)	$	(3,630	)	$	(6,339	)
Original Equipment - Europe		6,400			(43,351	)		15,757			(6,865	)
Original Equipment - North America (a) (b)		(541	)		(8,798	)		3,552			(32,980	)
South America		2,788			1,040			6,296			11,648
Commercial Products		7,927			5,178			16,131			13,886
Segment income (loss) from operations		15,899			(48,104	)		38,106			(20,650	)
Corporate and administrative (b)		(10,174	)		(9,771	)		(32,715	)		(33,750	)
Eliminations		(10	)		(141	)		104			(129	)
Income (loss) from operations	$	5,715		$	(58,016	)	$	5,495		$	(54,529	)

(a) Sales and operating income/(loss) were retrospectively adjusted for comparative purposes to reflect the realignment of the Fuel Cell segment into the Original Equipment – North America segment for the three and nine months ended December 31, 2008.

(b) Operating income/(loss) was retrospectively adjusted for comparative purposes to reflect the realignment of $5,105 and $15,058 of support department costs previously included in Corporate and administrative into the Original Equipment - North America segment for the three and nine months ended December 31, 2008, respectively.

Third Quarter Fiscal 2010 Results - Page 6

Modine Manufacturing Company

Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) from continuing operations (unaudited)
(In thousands)
	Three months ended December 31,					Nine months ended December 31,
	2009		2008			2009			2008
Earnings (loss) from continuing operations	$	2,125	$	(56,511	)	$	(8,403	)	$	(62,834	)
Interest expense		3,793		4,048			18,895			9,593
Provision for (benefit from) income taxes		238		(7,265	)		2,125			(2,702	)
Depreciation and amortization (a)		16,045		15,836			47,983			51,414
EBITDA from continuing operations		22,201		(43,892	)		60,600			(4,529	)
Restructuring and repositioning charges		2,463		26,379			2,392			32,332
Non-cash charges (b)		583		30,163			1,811			41,269
Adjusted EBITDA	$	25,247	$	12,650		$	64,803		$	69,072

(a) Depreciation and amortization expense represents total depreciation and amortization from continuing operations less accelerated depreciation which is included in non-cash charges.

(b) Non-cash charges are comprised of long-lived asset impairments, non-cash restructuring and repositioning charges, exchange gains or losses on intercompany loans and non-cash charges which are unusual, non-recurring or extraordinary.

Net debt (unaudited)
(In thousands)
	December 31, 2009		March 31, 2009
Debt due within one year	$	680	$	5,232
Long-term debt		131,020		243,982
Total debt		131,700		249,214
Less: cash and cash equivalents		44,161		43,536
Net debt	$	87,539	$	205,678

Free cash flow (unaudited)
(In thousands)
	Three months ended December 31,					Nine months ended December 31,
	2009		2008			2009			2008
Net cash provided by operating activities (c)	$	31,001	$	40,008		$	53,319		$	80,264
Net cash used for investing activities		6,436		(29,577	)		(24,590	)		(61,402	)
Other financing activities - net		741		(3,861	)		(1,795	)		(1,398	)
Effect of exchange rate changes on cash		101		1,190			3,823			(4,446	)
Change in cash balances held for sale		196		-			-			-
Free cash flow	$	38,475	$	7,760		$	30,757		$	13,018

(c)  Net cash provided by operating activities for the nine months ended December 31, 2009 excludes the make-whole paymentof $3,449 related to the paydown of long-term debt as a result of the issuance of common stock.