10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

or

o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 1-1373

MODINE MANUFACTURING COMPANY

(Exact name of registrant as specified in its charter)

WISCONSIN	39-0482000
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1500 DeKoven Avenue, Racine, Wisconsin	53403
(Address of principal executive offices)	(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o	Accelerated Filer þ
Non-accelerated Filer o (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The number of shares outstanding of the registrant's common stock, $0.625 par value, was 47,111,744 at August 1, 2012.

MODINE MANUFACTURING COMPANY

INDEX

PART I.  FINANCIAL INFORMATION	1
Item 1.  Financial Statements.	1
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.	21
Item 3.  Quantitative and Qualitative Disclosures About Market Risk.	29
Item 4.  Controls and Procedures.	29
PART II.  OTHER INFORMATION	30
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.	30
Item 6.  Exhibits.	31
SIGNATURE	32

PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements.

MODINE MANUFACTURING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the three months ended June 30, 2012 and 2011

(In thousands, except per share amounts)

(Unaudited)

	Three months ended June 30
	2012			2011
Net sales	$	350,376		$	417,863
Cost of sales		298,791			348,061
Gross profit		51,585			69,802
Selling, general and administrative expenses		43,224			49,601
Restructuring expense (income)		4,490			(57	)
Income from operations		3,871			20,258
Interest expense		3,039			2,990
Other income – net		(166	)		(339	)
Earnings from continuing operations before income taxes		998			17,607
Provision for income taxes		2,053			5,041
(Loss) earnings from continuing operations		(1,055	)		12,566
Earnings from discontinued operations (net of income taxes)		177			-
Net (loss) earnings		(878	)		12,566
Less: Net earnings (loss) attributable to noncontrolling interest		301			(9	)
Net (loss) earnings attributable to Modine	$	(1,179	)	$	12,575
(Loss) earnings from continuing operations attributable to Modine common shareholders:
Basic	$	(0.03	)	$	0.27
Diluted	$	(0.03	)	$	0.27
Net (loss) earnings attributable to Modine common shareholders:
Basic	$	(0.03	)	$	0.27
Diluted	$	(0.03	)	$	0.27

The notes to unaudited condensed consolidated financial statements are an integral part of these statements.

1

MODINE MANUFACTURING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three months ended June 30, 2012 and 2011

(In thousands)

(Unaudited)

	Three months ended June 30
	2012			2011
Net (loss) earnings	$	(878	)	$	12,566
Other comprehensive (loss) income, net of tax:
Foreign currency translation		(18,965	)		7,662
Cash flow hedges		724			(2,112	)
Change in benefit plan adjustment		999			1,553
Total other comprehensive (loss) income, net of tax		(17,242	)		7,103
Comprehensive (loss) income		(18,120	)		19,669
Comprehensive income (loss) attributable to noncontroling interest		301			(9	)
Comprehensive (loss) income attributable to Modine	$	(18,421	)	$	19,678

The notes to unaudited condensed consolidated financial statements are an integral part of these statements.

2

MODINE MANUFACTURING COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2012 and March 31, 2012

(In thousands, except per share amounts)

(Unaudited)

	June 30, 2012			March 31, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	43,190		$	31,445
Trade receivables, less allowance for doubtful accounts of $940 and $809		190,057			216,103
Inventories		125,578			120,819
Deferred income taxes and other current assets		63,465			59,164
Total current assets		422,290			427,531
Noncurrent assets:
Property, plant and equipment – net		394,559			412,059
Investment in affiliates		4,044			3,728
Goodwill		28,437			29,933
Intangible assets – net		5,506			5,805
Other noncurrent assets		13,660			14,405
Total noncurrent assets		446,206			465,930
Total assets	$	868,496		$	893,461
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt	$	21,545		$	21,296
Long-term debt – current portion		558			1,093
Accounts payable		140,066			156,907
Accrued compensation and employee benefits		49,246			50,643
Income taxes		2,803			4,494
Accrued expenses and other current liabilities		61,154			63,118
Total current liabilities		275,372			297,551
Noncurrent liabilities:
Long-term debt		161,553			141,892
Deferred income taxes		11,906			12,297
Pensions		90,323			94,091
Postretirement benefits		6,489			6,426
Other noncurrent liabilities		14,068			15,072
Total noncurrent liabilities		284,339			269,778
Total liabilities		559,711			567,329
Commitments and contingencies (See Note 18)
Shareholders' equity:
Preferred stock, $0.025 par value, authorized 16,000 shares, issued - none		-			-
Common stock, $0.625 par value, authorized  80,000 shares, issued 47,714 and 47,361 shares, respectively		29,821			29,600
Additional paid-in capital		168,962			168,290
Retained earnings		230,649			231,828
Accumulated other comprehensive loss		(107,548	)		(90,306	)
Treasury stock at cost: 611 and 594 shares, respectively		(14,616	)		(14,505	)
Total Modine shareholders' equity		307,268			324,907
Noncontrolling interest		1,517			1,225
Total equity		308,785			326,132
Total liabilities and equity	$	868,496		$	893,461

The notes to unaudited condensed consolidated financial statements are an integral part of these statements.

3

MODINE MANUFACTURING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended June 30, 2012 and 2011

(In thousands)

(Unaudited)

	Three months ended June 30
	2012			2011
Cash flows from operating activities:
Net (loss) earnings	$	(878	)	$	12,566
Adjustments to reconcile net (loss) earnings with net cash provided by (used for) operating activities:
Depreciation and amortization		14,049			14,952
Other – net		4,074			2,487
Net changes in operating assets and liabilities, excluding dispositions		(12,470	)		(44,004	)
Net cash provided by (used for) operating activities		4,775			(13,999	)
Cash flows from investing activities:
Expenditures for property, plant and equipment		(11,734	)		(12,644	)
Proceeds from dispositions of assets		85			761
Settlement of derivative contracts		(779	)		269
Other – net		163			172
Net cash used for investing activities		(12,265	)		(11,442	)
Cash flows from financing activities:
Short-term debt – net		822			83
Borrowings of long-term debt		54,366			75,045
Repayments of long-term debt		(34,855	)		(35,629	)
Capital contribution by noncontrolling interest in joint venture		-			936
Other – net		(204	)		(97	)
Net cash provided by financing activities		20,129			40,338
Effect of exchange rate changes on cash		(894	)		501
Net increase in cash and cash equivalents		11,745			15,398
Cash and cash equivalents at beginning of period		31,445			32,930
Cash and cash equivalents at end of period	$	43,190		$	48,328

The notes to unaudited condensed consolidated financial statements are an integral part of these statements.

4

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(unaudited)

Note 1: General

The accompanying condensed consolidated financial statements were prepared in conformity with generally accepted accounting principles (GAAP) in the United States applied on a basis consistent with those principles used in the preparation of the annual consolidated financial statements by Modine Manufacturing Company (Modine or the Company) for the year ended March 31, 2012.  The financial statements include all normal recurring adjustments that are, in the opinion of management, necessary for a fair statement of results for the interim periods.  Results for the first three months of fiscal 2013 are not necessarily indicative of the results to be expected for the full year.

These financial statements should be read in conjunction with the consolidated financial statements and related notes in Modine's Annual Report on Form 10-K for the year ended March 31, 2012.

Note 2: Significant Accounting Policies

Restricted cash:  At June 30, 2012 and March 31, 2012, the Company had long-term restricted cash of $3,457 and $3,721, respectively, included in other noncurrent assets, consisting of $1,107 and $1,371, respectively, to secure long-term employee compensation arrangements for certain employees in Europe and $2,350 to collateralize insurance liabilities with an insurance carrier in North America.

Revision of prior period financial statements:  As described in Note 1 and Note 26 of the Notes to Consolidated Financial Statements in Modine’s Annual Report on Form 10-K for the year ended March 31, 2012, the quarterly results for fiscal 2012 have been revised as a result of errors identified during fiscal 2012 that were not considered material individually or in the aggregate to previously issued financial statements but were considered significant to the quarters in which they were identified.  For the three months ended June 30, 2011, cost of goods sold decreased $371, gross profit increased $371, selling, general and administrative expenses increased $106, other income– net increased $197, provision for income taxes increased $1,012 and earnings from continuing operations decreased $550 as a result of the revisions.  Diluted earnings per share from continuing operations and diluted net earnings per share decreased $0.01 for the three months ended June 30, 2011 as a result of these revisions.

Out of period adjustments:  During the three months ended June 30, 2012, the Company identified an error related to certain commodity hedges that should have been deemed ineffective in the fourth quarter of fiscal 2012, which understated pre-tax earnings by approximately $542 in the fourth quarter of fiscal 2012, and overstated pre-tax earnings by this same amount in the first quarter of fiscal 2013.  This amount was not considered material to the financial statements of either the fourth quarter of fiscal 2012 or the first quarter of fiscal 2013.

Accounting standards changes and new accounting pronouncements:  In June 2011, the FASB issued an amendment to the accounting guidance for the presentation of comprehensive income. This amendment removes one of the three presentation options for presenting the components of other comprehensive income as part of the statement of changes in shareholders’ equity and requires either a single continuous statement of net income and other comprehensive income or a two consecutive statement approach.  This amendment shall be applied retrospectively and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011.  This amendment was adopted for the first quarter of fiscal 2013 in the separate condensed consolidated statements of comprehensive income (two consecutive statement approach).

5

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(unaudited)

In September 2011, the FASB issued an amendment to the accounting guidance for testing goodwill for impairment.  The amendment provides an option for companies to first use a qualitative approach to test goodwill for impairment if certain conditions are met.  If it is determined to be more likely than not that the fair value of the reporting unit is less than its carrying amount, entities must perform the quantitative analysis of the goodwill impairment test.  The amendments are effective for goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  The Company is assessing this new guidance and currently does not anticipate any impact on the consolidated financial statements from the adoption of this amendment.

Note 3: Employee Benefit Plans

During the three months ended June 30, 2012 and 2011, the Company recorded compensation expense of $1,629 and $1,229, respectively, related to its defined contribution employee benefit plans.

During the three months ended June 30, 2012 and 2011, the Company elected to contribute $2,150 and $5,050, respectively, to its U.S. pension plans.  The Company anticipates making additional contributions of $8,350 for the remainder of fiscal 2013.

Costs for Modine's pension and postretirement benefit plans for the three months ended June 30, 2012 and 2011 include the following components:

	Pension plans						Postretirement plans
For the three months ended June 30	2012			2011			2012			2011
Service cost	$	141		$	426		$	11		$	12
Interest cost		3,341			3,505			74			85
Expected return on plan assets		(4,031	)		(3,848	)		-			-
Amortization of:
Unrecognized net loss (gain)		1,255			1,996			-			(12	)
Unrecognized prior service credit		-			-			(372	)		(416	)
Net periodic benefit cost (income)	$	706		$	2,079		$	(287	)	$	(331	)

Note 4: Stock-Based Compensation

Stock-based compensation consists of stock options, restricted stock granted for retention and performance and discretionary unrestricted stock.  Compensation cost is calculated based on the fair value of the instrument at the time of grant, and is recognized as expense over the vesting period of the stock-based instrument.  Modine recognized stock-based compensation cost of $893 and $843 for the three months ended June 30, 2012 and 2011, respectively.  The performance component of awards granted under the long-term incentive plan during the first quarter of fiscal 2013 is based on consolidated target return on average capital employed (ROACE) (weighted at 50 percent), cumulative revenue over the three year performance period (weighted at 25 percent), and a target European ROACE at the end of the three year performance period (weighted at 25 percent).  The Company currently considers the attainment of the consolidated ROACE and European ROACE to be probable.  ROACE is defined as operating income adjusted to exclude unusual, non-recurring or extraordinary non-cash charges and cash restructuring and repositioning charges, multiplied by 70 percent to account for an assumed 30 percent income tax rate, and further adjusted to exclude earnings (or losses) attributable to minority shareholders; divided by total debt plus shareholders’ equity.  Cumulative revenue is the Company’s total revenue over the performance period.  European ROACE is defined as the Original Equipment – Europe segment  (Europe Segment) operating income, less research and development charges to the Company’s corporate and administrative expenses, adjusted to exclude all unusual, non-recurring or extraordinary non-cash charges and cash restructuring and repositioning charges, multiplied by 70 percent to account for an assumed 30 percent income tax rate; divided by Europe Segment total assets, less cash and cash equivalents and Europe Segment total liabilities, excluding debt.

6

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(unaudited)

The following table presents, by type, the fair market value of stock-based compensation awards granted during the three months ended June 30, 2012:

	Number		Fair Value
Type of award	Granted		Per Award
Common stock options		238.3	$	4.23
Restricted common stock - retention		352.7	$	5.75
Restricted common stock - performance		352.7	$	5.75

The accompanying table sets forth the assumptions used in determining the fair value for the options granted during the three months ended June 30, 2012:

Expected life of awards in years	6.3
Risk-free interest rate	0.86	%
Expected volatility of the Company's stock	87.35	%
Expected dividend yield on the Company's stock	0.00	%

As of June 30, 2012, the total remaining unrecognized compensation cost related to the non-vested stock-based compensation awards, which will be amortized over the weighted average remaining service periods, is as follows:

Type of award	Unrecognized Compenstion Costs		Weighted Average Remaining Service Period in Years
Common stock options	$	1,590		2.3
Restricted common stock - retention		3,588		3.5
Restricted common stock - performance		1,565		2.6
Total	$	6,743		2.8

Note 5: Other Income – Net

Other income – net was comprised of the following:

	Three months ended June 30
	2012			2011
Equity in earnings (loss) of non-consolidated affiliates	$	173		$	(402	)
Interest income		205			180
Foreign currency transactions		(252	)		547
Other non-operating income - net		40			14
Total other income - net	$	166		$	339

Foreign currency transactions for the three months ended June 30, 2012 and 2011 were primarily comprised of foreign currency transaction (losses) gains on the re-measurement or settlement of foreign currency-denominated assets and liabilities, including inter-company loans and transactions denominated in a foreign currency.

7

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(unaudited)

Note 6: Income Taxes

For the three months ended June 30, 2012 and 2011, the Company’s effective income tax rate attributable to earnings from continuing operations before income taxes was 205.8 percent and 28.6 percent, respectively.

The most significant factors impacting changes in the effective tax rate for the three months ended June 30, 2012 as compared to prior periods were changes in the valuation allowance for certain foreign losses for which no benefit is recognized.  During the three months ended June 30, 2012, the Company continued to record a full valuation allowance against its net deferred tax assets located in the U.S. and certain foreign jurisdictions as it is more likely than not that these assets will not be realized based on historical performance.  The Company will continue to provide a valuation allowance against its net deferred tax assets in each of the applicable jurisdictions going forward until the need for a valuation allowance is eliminated.  The need for a valuation allowance will be eliminated when the Company determines it is more likely than not that the deferred tax assets will be realized.  It is possible that by the end of fiscal 2013, the U.S. taxing jurisdiction will no longer be in a cumulative three year loss position thereby removing significant negative evidence concerning valuation allowance.  Throughout the remainder of fiscal 2013, all positive and negative evidence will be further analyzed in order to determine the propriety of the valuation allowance against the net deferred tax assets of this jurisdiction.

Accounting policies for interim reporting require the Company to adjust its effective tax rate each quarter to be consistent with the estimated annual effective tax rate.  Under this effective tax rate methodology, the Company applies an estimated annual income tax rate to its year-to-date ordinary earnings to derive its income tax provision each quarter.  The tax impact of certain significant, unusual or infrequently occurring items must be recorded in the interim period in which they occur. For the three months ended June 30, 2012, the U.S. taxing jurisdiction had pre-tax earnings and is forecasting pre-tax earnings for the full fiscal year.  As a result, the U.S. taxing jurisdiction is no longer considered on a discrete basis but is included in the overall annual effective tax rate methodology.  The impact of the Company’s operations in Germany, Austria and certain other foreign locations continue to be excluded from the overall effective tax rate methodology and recorded discretely based upon year-to-date results as these operations anticipate net operating losses for the year for which no tax benefit can be recognized.  The income taxes for the Company’s other foreign operations continue to be estimated under the overall effective tax rate methodology.

The Company does not anticipate the gross liability for unrecognized tax benefits to significantly change in the next twelve months other than that which will result from the expiration of the applicable statutes of limitation.  The Company files income tax returns in multiple jurisdictions and is subject to examination by taxing authorities throughout the world.  The tax audit in Germany covering fiscal years 2006 through 2010 commenced during the first quarter of fiscal 2013 and is in its early stages.  The Company has not been notified of any other tax examinations covering open periods.

8

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(unaudited)

Note 7: Earnings Per Share

The computational components of basic and diluted earnings per share are summarized as follows:

	Three months ended June 30
	2012			2011
Basic:
(Loss) earnings from continuing operations	$	(1,055	)	$	12,566
Less: Net earnings (loss) attributable to noncontrolling interest		301			(9	)
(Loss) earnings from continuing operations attributable to Modine		(1,356	)		12,575
Less: Undistributed earnings attributable to unvested shares		-			(48	)
Net (loss) earnings from continuing operations available to Modine common shareholders		(1,356	)		12,527
Net earnings from discontinued operations		177			-
Less: Undistributed earnings attributable to unvested shares		(1	)		-
Net earnings from discontinued operations available to Modine common shareholders		176			-
Net (loss) earnings available to Modine common shareholders	$	(1,180	)	$	12,527
Basic Earnings Per Share:
Weighted average shares outstanding - basic		46,546			46,361
(Loss) earnings from continuing operations per common share	$	(0.03	)	$	0.27
Net earnings from discontinued operations per common share		-			-
Net (loss) earnings per common share - basic	$	(0.03	)	$	0.27

9

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(unaudited)

	Three months ended June 30
	2012			2011
Diluted:
(Loss) earnings from continuing operations	$	(1,055	)	$	12,566
Less: Net earnings (loss) attributable to noncontrolling interest		301			(9	)
(Loss) earnings from continuing operations attributable to Modine		(1,356	)		12,575
Less: Undistributed earnings attributable to unvested shares		-			(31	)
Net (loss) earnings from continuing operations available to Modine common shareholders		(1,356	)		12,544
Net earnings from discontinued operations		177			-
Less: Undistributed earnings attributable to unvested shares		(1	)		-
Net earnings from discontinued operations available to Modine common shareholders		176			-
Net (loss) earnings available to Modine common shareholders	$	(1,180	)	$	12,544
Diluted Earnings Per Share:
Weighted average shares outstanding - basic		46,546			46,361
Effect of dilutive securities		-			619
Weighted average shares outstanding - diluted		46,546			46,980
(Loss) earnings from continuing operations per common share	$	(0.03	)	$	0.27
Net earnings from discontinued operations per common share		-			-
Net (loss) earnings per common share - diluted	$	(0.03	)	$	0.27

For the three months ended June 30, 2012, the total number of potential dilutive securities was 336.  However, these securities were not included in the computation of diluted net loss per common share for the three months ended June 30, 2012, since to do so would decrease the loss per share.  In addition, for the three months ended June 30, 2012, 1,330 of common shares issuable upon the exercise of stock options and 149 restricted stock awards were anti-dilutive and were also excluded from the calculation of diluted earnings per share.  For the three months ended June 30, 2011, 1,165 of common shares issuable upon the exercise of stock options and 152 restricted stock awards were anti-dilutive and were excluded from the calculation of diluted earnings per share.

Note 8: Inventories

Inventories consisted of the following:

	June 30, 2012		March 31, 2012
Raw materials and work in process	$	89,662	$	88,632
Finished goods		35,916		32,187
Total inventories	$	125,578	$	120,819

10

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(unaudited)

Note 9: Property, Plant and Equipment

Property, plant and equipment consisted of the following:

	June 30, 2012			March 31, 2012
Gross property, plant and equipment	$	1,068,581		$	1,092,703
Less accumulated depreciation		(674,022	)		(680,644	)
Net property, plant and equipment	$	394,559		$	412,059

Assets held for sale of $2,450 at June 30, 2012 and March 31, 2012, respectively, included in noncurrent assets, consist of two facilities that the Company has closed within the Original Equipment – North America segment.  The Company is currently marketing the facilities held for sale.

Note 10: Restructuring, Plant Closures and Other Related Costs

During fiscal 2013, the Company announced its intention to restructure its Original Equipment – Europe segment.  The Company expects actions will include exiting certain non-core product lines based on our global product strategy, reducing manufacturing costs, implementing headcount reductions, and disposing of or selling certain fixed assets.  The restructuring plan is designed to align the cost structure of the segment with the strategic focus on the commercial vehicle market, while improving gross margin and return on average capital employed.

Since the commencement of the Original Equipment – Europe segment restructuring plan, the Company has incurred $4,502 of termination charges and $59 of other closure costs, in the aggregate.  The Company anticipates incurring additional costs of approximately $12,500 through fiscal 2017 (with the majority being incurred through fiscal 2014), consisting of additional headcount reductions and equipment moving costs.  Total future cash expenditures of approximately $17,000 are anticipated to be incurred related to this restructuring plan.

Prior to fiscal 2013, the Company had been executing a restructuring plan in the U.S. and its Tubingen, Germany facility.  The final plant closure under this restructuring plan was completed in the fourth quarter of fiscal 2012.

Changes in the accrued restructuring liability for the three months ended June 30, 2012 and 2011 were comprised of the following, related to the above-described restructuring activities:

	Three months ended June 30
	2012			2011
Termination Benefits:
Balance, April 1	$	595		$	1,301
Additions		4,502			-
Adjustments		(12	)		(57	)
Effect of exchange rate changes		(8	)		4
Payments		(733	)		(72	)
Balance, June 30	$	4,344		$	1,176

11

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(unaudited)

The following is the summary of restructuring and other repositioning costs recorded related to the above-described programs during the three months ended June 30, 2012 and 2011:

	Three months ended June 30
	2012		2011
Restructuring expense (income):
Employee severance and related benefits	$	4,490	$	(57	)
Other repositioning costs		271		135
Total restructuring and other repositioning costs	$	4,761	$	78

Total restructuring and other repositioning costs were recorded in the consolidated statement of operations for the three months ended June 30, 2012 as follows: $271 was recorded as a component of cost of sales and $4,490 was recorded as restructuring expense.  Total restructuring and other repositioning costs were recorded in the consolidated statement of operations for the three months ended June 30, 2011 as follows: $135 was recorded as a component of cost of sales and $57 was recorded as restructuring income.  The Company accrues severance in accordance with its policies and relevant statutory requirements.  Restructuring income relates to reversals of severance liabilities due to employee terminations prior to completion of required retention periods.

Note 11: Goodwill and Intangible Assets

Changes in the carrying amount of goodwill during the first three months of fiscal 2013, by segment and in the aggregate, are summarized in the following table:

	OE -		South			Commercial
	Asia		America			Products			Total
Balance, March 31, 2012	$	520	$	13,498		$	15,915		$	29,933
Fluctuations in foreign currency		-		(1,219	)		(277	)		(1,496	)
Balance, June 30, 2012	$	520	$	12,279		$	15,638		$	28,437

Intangible assets are comprised of the following:

	June 30, 2012							March 31, 2012
	Gross					Net		Gross					Net
	Carrying		Accumulated			Intangible		Carrying		Accumulated			Intangible
	Value		Amortization			Assets		Value		Amortization			Assets
Amortized intangible assets:
Trademarks	$	8,940	$	(4,271	)	$	4,669	$	9,064	$	(4,180	)	$	4,884
Other intangibles		366		(366	)		-		402		(402	)		-
Total amortized intangible assets		9,306		(4,637	)		4,669		9,466		(4,582	)		4,884
Unamortized intangible assets:
Tradename		837		-			837		921		-			921
Total intangible assets	$	10,143	$	(4,637	)	$	5,506	$	10,387	$	(4,582	)	$	5,805

12

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(unaudited)

Amortization expense for the three months ended June 30, 2012 and 2011 was $150 and $160, respectively.  Total estimated annual amortization expense expected for the remainder of fiscal year 2013 through 2018 and beyond is as follows:

	Estimated
Fiscal	Amortization
Year	Expense
Remainder of 2013	$	447
2014		596
2015		596
2016		596
2017		596
2018 & Beyond		1,838

Note 12: Indebtedness

The Company has $125,000 outstanding on 6.83 percent Senior Notes, maturing on August 12, 2020.  As of June 30, 2012, the Company also had $29,000 outstanding under its $145,000 domestic revolving credit facility which expires in August 2014.  At March 31, 2012, the Company had $9,000 outstanding on this domestic revolving credit facility.

Provisions contained in the Company’s revolving credit facility and Senior Note agreements require the Company to maintain compliance with various covenants.  The Company was in compliance with its covenants as of June 30, 2012.

Modine also maintained credit agreements with foreign banks with outstanding short term borrowings at June 30, 2012 and March 31, 2012 of $21,545 and $21,296, respectively.  The foreign unused lines of credit in Europe, Brazil, and China at June 30, 2012 were approximately $33,098.  Domestic unused lines of credit at June 30, 2012 were $116,000.  In aggregate, the Company had total available lines of credit of $149,098 at June 30, 2012.

The fair value of long-term debt is estimated by discounting the future cash flows at rates offered to the Company for similar debt instruments of comparable maturities.  At June 30, 2012 and March 31, 2012, the carrying value of Modine’s long-term debt approximated fair value, with the exception of the Senior Notes, which had a fair value of approximately $136,452 and $139,234 at June 30, 2012 and March 31, 2012, respectively.  The fair value of the Senior Notes is categorized within Level 2 of the hierarchy.  Refer to Note 15 for the definition of a Level 2 fair value measurement.

Note 13: Financial Instruments

Concentrations of Credit Risk: The Company invests excess cash in investment quality short-term liquid debt instruments.  Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of accounts receivable.  The Company sells a broad range of products that provide thermal solutions to a diverse group of customers operating throughout the world.  At June 30, 2012 and March 31, 2012, approximately 52 percent and 54 percent, respectively, of the Company's trade accounts receivables were from the Company's top ten individual customers.  These customers operate primarily in the automotive, truck and heavy equipment markets and are all influenced by many of the same market and general economic factors.  To reduce credit risk, the Company performs periodic customer credit evaluations and actively monitors their financial condition and developing business news.  The Company does not generally require collateral or advanced payments from its customers, but does so in those cases where a substantial credit risk is identified.  Credit losses to customers operating in the markets served by the Company have not been material.  Total bad debt write-offs have been well below one percent of outstanding trade receivable balances for the presented periods.  See Note 18 for further discussion on market, credit and counterparty risks.

13

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(unaudited)

Inter-Company Loans Denominated in Foreign Currencies:  The Company has certain foreign-denominated inter-company loans that are sensitive to foreign exchange rates.  At June 30, 2012, the Company has inter-company loans outstanding of $12,000 between two loans to its wholly owned subsidiary, Modine Thermal Systems (Changzhou) Co. Ltd. (Changzhou, China), with various maturity dates through July 2013.   These inter-company loans are sensitive to movement in foreign exchange rates, and the Company does not have any derivative instruments to hedge this exposure at June 30, 2012.

Note 14: Derivatives/Hedges

Modine uses derivative financial instruments from time to time as a tool to manage certain financial risks.  Leveraged derivatives are prohibited by Company policy.

Accounting for derivatives and hedging activities requires derivative financial instruments to be measured at fair value and recognized as assets or liabilities in the consolidated balance sheets.  Accounting for the gain or loss resulting from the change in the fair value of the derivative financial instruments depends on whether it has been designated, and is effective, as a hedge and, if so, on the nature of the hedging activity.

Commodity Derivatives:  The Company enters into futures contracts related to certain of the Company’s forecasted purchases of aluminum and copper.  The Company’s strategy in entering into these contracts is to reduce its exposure to changing market prices for future purchases of these commodities.  Until the fourth quarter of fiscal 2012, these contracts were designated as cash flow hedges by the Company.  Accordingly, unrealized gains and losses on these contracts were deferred as a component of accumulated other comprehensive (loss) income (AOCI), and recognized as a component of earnings at the same time that the underlying purchases of aluminum and copper impact earnings.  During the fourth quarter of fiscal 2012, the future contracts used for aluminum and copper hedging became ineffective.  Accordingly, the Company de-designated the hedges and began recording the unrealized gains and losses within cost of goods sold (see “Out of period adjustments” within Note 2).  The amounts recorded in AOCI prior to the de-designation will remain in AOCI until the underlying purchases of aluminum and copper impact earnings.

Foreign exchange contracts:  The Company’s foreign exchange risk management strategy uses derivative financial instruments in a limited way to mitigate foreign currency exchange risk.  The Company periodically enters into foreign currency exchange contracts to hedge specific foreign currency-denominated assets and liabilities.  The Company has not designated its forward contracts as hedges.  Accordingly, unrealized gains and losses related to the change in fair value are recorded in other income – net.  Gains and losses on these foreign currency forward contracts are offset by gains and losses recorded on the underlying assets and liabilities.

14

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(unaudited)

The fair value of the derivative financial instruments recorded in the consolidated balance sheets as of June 30, 2012 and March 31, 2012 are as follows:

	Balance Sheet Location	June 30, 2012		March 31, 2012
Derivative instruments designated as cash flow hedges:
Commodity derivatives	Deferred income taxes and other current assets	$	-	$	156
Commodity derivatives	Accrued expenses and other current liabilities		-		924
Derivatives not designated as hedges:
Foreign exchange contracts	Deferred income taxes and other current assets	$	463	$	205
Commodity derivatives	Accrued expenses and other current liabilities		4,265		2,606

The amounts recorded in AOCI and in the consolidated statement of operations for the three months ended June 30, 2012 are as follows:

	Amount of Loss Recognized in AOCI		Location of Loss (Gain)  Recognized in Income	Amount of Loss Reclassified from AOCI into Continuing Operations		Amount of Loss (Gain) Recognized in Income
Derivatives not designated:
Commodity derivatives	$	2,366	Cost of sales	$	780	$	1,959
Foreign exchange contracts		-	Other income - net		-		(436	)
Total	$	2,366		$	780	$	1,523

The amounts recorded in AOCI and in the consolidated statement of operations for the three months ended June 30, 2011 is as follows:

	Amount of Loss Recognized in AOCI		Location of Gain Reclassified from AOCI into Continuing Operations	Amount of Gain Reclassified from AOCI into Continuing Operations
Designated derivative instruments:
Commodity derivatives	$	1,777	Cost of sales	$	(269	)
Total	$	1,777		$	(269	)

Note 15: Fair Value Measurements

Fair value measurements are classified under the following hierarchy:

· Level 1 – Quoted prices for identical instruments in active markets.

· Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets.

· Level 3 – Model-derived valuations in which one or more significant inputs or significant value-drivers are unobservable.

When available, the Company uses quoted market prices to determine fair value and classified such measurements within Level 1.  In some cases, where market prices are not available, the Company makes use of observable market-based inputs to calculate fair value, in which case the measurements are classified within Level 2.  If quoted or observable market prices are not available, fair value is based upon internally developed models that use, where possible, current market-based parameters such as interest rates, yield curves, currency rates, etc.  These measurements are classified within Level 3.

Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation.  A measurement may therefore be classified within Level 3 even though there may be significant inputs that are readily observable.

15

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(unaudited)

Trading securities

The Company’s trading securities are a mix of various investments maintained in a deferred compensation trust to fund future obligations under Modine’s non-qualified deferred compensation plan.  The securities’ fair values are the market values from active markets (such as New York Stock Exchange (NYSE)) and are classified within Level 1 of the valuation hierarchy.  The fair values of money market investments have been determined to approximate their net asset values, with no discounts for credit quality or liquidity restrictions and are classified within Level 2 of the valuation hierarchy.

Derivative financial instruments

As part of the Company’s risk management strategy, Modine enters into derivative transactions to mitigate certain identified exposures.  The derivative instruments include currency options and commodity derivatives.  These are not exchange traded and are customized over-the-counter derivative transactions.  These derivative exposures are with counterparties that have long-term credit ratings of BBB – or better.

The Company measures fair values assuming that the unit of account is an individual derivative transaction and those derivatives are sold or transferred on a stand-alone basis.  Therefore, derivative assets and liabilities are presented on a gross basis without consideration of master netting arrangements.  The Company estimates the fair value of these derivative instruments based on dealer quotes as the dealer is willing to settle at the quoted prices.  These derivative instruments are classified within Level 2 of the valuation hierarchy.

Deferred compensation obligation

The fair value of the deferred compensation obligation is recorded at the fair value of the investments held by the deferred compensation trust.  As noted above, the fair values for the securities are the market values directly from active markets (such as NYSE) and are classified within Level 1 of the valuation hierarchy.  The fair values of money market investments have been determined to approximate their net asset values, with no discounts for credit quality or liquidity restrictions and are classified within Level 2 of the valuation hierarchy.

The carrying values of cash and cash equivalents, trade receivables, and accounts payable, approximate fair value, without being discounted as of June 30, 2012 and March 31, 2012 due to the short-term nature of these instruments.

At June 30, 2012, the assets and liabilities that are measured at fair value on a recurring basis are classified as follows:

	Level 1		Level 2		Level 3		Total Assets / Liabilities at Fair Value
Assets:
Trading securities (short term investments)	$	1,932	$	10	$	-	$	1,942
Derivative financial instruments		-		463		-		463
Total assets	$	1,932	$	473	$	-	$	2,405
Liabilities:
Derivative financial instruments	$	-	$	4,265	$	-	$	4,265
Deferred compensation obligation		1,933		10		-		1,943
Total liabilitites	$	1,933	$	4,275	$	-	$	6,208

16

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(unaudited)

At March 31, 2012, the assets and liabilities that are measured at fair value on a recurring basis were classified as follows:

	Level 1		Level 2		Level 3		Total Assets / Liabilities at Fair Value
Assets:
Trading securities (short term investments)	$	1,784	$	12	$	-	$	1,796
Derivative financial instruments		-		361		-		361
Total assets	$	1,784	$	373	$	-	$	2,157
Liabilities:
Derivative financial instruments	$	-	$	3,530	$	-	$	3,530
Deferred compensation obligation		1,823		12		-		1,835
Total liabilities	$	1,823	$	3,542	$	-	$	5,365

Note 16: Product Warranties and Other Commitments

Changes in the warranty liability were as follows:

	Three months ended June 30
	2012			2011
Balance, April 1	$	11,385		$	14,681
Accruals for warranties issued in current period		1,342			1,549
(Reversals) accruals related to pre-existing warranties		(480	)		157
Settlements made		(1,428	)		(2,139	)
Effect of exchange rate changes		(298	)		160
Balance, June 30	$	10,521		$	14,408

Commitments: At June 30, 2012, the Company had capital expenditure commitments of $13,613.  Significant commitments include tooling and equipment expenditures for new and renewal platforms with new and current customers in Europe and North America along with new program launches in Asia.

Note 17: Segment Information

The following is a summary of net sales, gross profit, earnings from continuing operations before income taxes and total assets by segment:

	Three months ended June 30
	2012			2011
Sales :
Original Equipment - Asia	$	15,791		$	21,265
Original Equipment - Europe		125,448			166,842
Original Equipment - North America		153,626			156,635
South America		31,151			47,921
Commercial Products		30,141			34,148
Segment sales		356,157			426,811
Corporate and administrative		179			103
Eliminations		(5,960	)		(9,051	)
Sales from continuing operations	$	350,376		$	417,863

17

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(unaudited)

	Three months ended June 30
	2012					2011
Gross profit:			% of sales					% of sales
Original Equipment - Asia	$	417		2.6	%	$	3,086		14.5	%
Original Equipment - Europe		14,708		11.7	%		25,394		15.2	%
Original Equipment - North America		23,602		15.4	%		22,612		14.4	%
South America		4,736		15.2	%		8,992		18.8	%
Commercial Products		7,897		26.2	%		9,529		27.9	%
Segment gross profit		51,360		14.4	%		69,613		16.3	%
Corporate and administrative		180		-			169		-
Eliminations		45		-			20		-
Gross profit	$	51,585		14.7	%	$	69,802		16.7	%

Operating (loss) earnings:
Original Equipment - Asia	$	(2,262	)	$	813
Original Equipment - Europe		(186	)		11,607
Original Equipment - North America		13,848			10,819
South America		707			3,190
Commercial Products		999			3,371
Segment earnings		13,106			29,800
Corporate and administrative		(9,257	)		(9,592	)
Eliminations		22			50
Other items not allocated to segments		(2,873	)		(2,651	)
Earnings from continuing operations before income taxes	$	998		$	17,607

	June 30, 2012			March 31, 2012
Assets:
Original Equipment - Asia	$	94,782		$	102,567
Original Equipment - Europe		346,661			370,824
Original Equipment - North America		233,779			230,405
South America		88,573			96,588
Commercial Products		73,376			68,900
Corporate and administrative		44,175			40,557
Assets held for sale		2,450			2,450
Eliminations		(15,300	)		(18,830	)
Total assets	$	868,496		$	893,461

18

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(unaudited)

Note 18: Contingencies and Litigation

Market risk:  The Company sells a broad range of products that provide thermal solutions to a diverse group of customers operating primarily in the commercial vehicle, off-highway, automotive and commercial heating and air conditioning markets.  The Company operates in diversified markets as a strategy for offsetting the risk associated with a downturn in any one or more of the markets it serves.  The Company pursues new market opportunities after careful consideration of the potential associated risks and benefits.  Successes in new markets are dependent on the Company’s ability to commercialize its investments.  Current examples of new and emerging markets for Modine include those related to waste heat recovery and expansion into the Chinese and Indian markets.  However, the risk associated with any market downturn, such as the downturn experienced in fiscal 2009 and 2010, is still present.

Credit risk:  The Company manages credit risks through its focus on the following:

· Cash and investments – reviewing cash deposits and short-term investments to ensure banks have credit ratings acceptable to the Company and that all short-term investments are maintained in secured or guaranteed instruments;

· Pension assets – ensuring that investments within these plans provide reasonable diversification; monitoring of investment teams and ensuring that portfolio managers are adhering to the Company’s investment policies and directives; and ensuring that exposure to high risk securities and other similar assets is limited; and

· Insurance – ensuring that insurance providers have acceptable financial ratings to the Company.

Counterparty risks:  The Company manages counterparty risks through its focus on the following:

· Customers – performing thorough review of customer credit reports and accounts receivable aging reports by internal credit committees;

· Suppliers – implementing a supplier risk management program and utilizing industry sources to identify and mitigate high risk situations; and

· Derivatives – ensuring that counterparties to derivative instruments have acceptable credit ratings to the Company.

European value added tax:  During fiscal 2012, the Company determined that it was not properly applying value added tax (VAT) to various cross border transactions within the Original Equipment – Europe segment.  At June 30, 2012 and March 31, 2012, the Company had recorded an estimated liability for the VAT exposures of $10,683, which consists of unpaid VAT and estimated interest and penalties that may be levied against the Company by taxing authorities.  The Company is in the process of reporting this matter to the applicable taxing authorities, and cannot provide assurance about the ultimate resolution at this time.

Environmental: At present, the United States Environmental Protection Agency (“USEPA”) has designated the Company as a potentially responsible party (“PRP”) for remediation of six sites with which the Company had involvement.  These sites include: Auburn Incinerator, Inc./Lake Calumet Cluster (Illinois), Cam-Or (Indiana), a scrap metal site known as Chemetco (Illinois), Circle Environmental of Dawson (two sites: Dawson, GA and Terrell County, GA), and LWD, Inc. (Kentucky).  In addition, Modine is voluntarily participating in the care of an inactive landfill owned by the City of Trenton (Missouri).  These sites are not Company-owned and allegedly contain materials attributable to Modine from past operations.  The percentage of material allegedly attributable to Modine is relatively low.  Remediation of these sites is in various stages of administrative or judicial proceedings and includes recovery of past governmental costs and the costs of future investigations and remedial actions.  The Company accrues for costs anticipated for the remedial settlement of the sites listed above if they are probable and can be reasonably determined.  Costs anticipated for the remedial settlement of the sites listed above that are not probable or cannot be reasonably determined at this time have not been accrued; however, the Company does not believe any potential costs are material due to Modine’s relatively small portion of contributed materials.

19

MODINE MANUFACTURING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(unaudited)

The Company actively monitors and addresses environmental issues and has recorded environmental investigation and remediation expense accruals for groundwater contamination at its manufacturing facility in Brazil and subsurface contamination at its former manufacturing facility in the Netherlands, along with other lesser issues at certain facilities located in the United States.  These expenditures generally relate to facilities where past operations followed practices and procedures that were considered acceptable under then existing regulations, or where the Company is a successor to the obligations of prior owners and current laws and regulations require investigative and/or remedial work to ensure sufficient environmental compliance.  The reserves for these environmental matters totaled $6,102 and $6,946 at June 30, 2012 and March 31, 2012, respectively.  During the three months ended June 30, 2012 and June 30, 2011, additional reserves of $20 and $70, respectively, were recorded as a component of continuing operations.  During the three months ended June 30, 2012 reductions to the reserves of $177 were recorded as a component of discontinued operations.  As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary.  Based on currently available information, Modine believes that the ultimate outcome of these matters, individually and in the aggregate, will not have a material adverse effect on the financial position or overall trends in results of operations.  However, these matters are subject to inherent uncertainties, and unfavorable outcomes could occur, including significant monetary damages.  During fiscal 2011, one of the adjacent businesses to the operation in Brazil filed suit against Modine’s Brazilian subsidiary seeking remediation and certain other damages as a result of the contamination.  The Company is defending this suit and believes that the ultimate outcome of this matter will not be material.

Other litigation:  In the normal course of business, the Company and its subsidiaries are named as defendants in various other lawsuits and enforcement proceedings by private parties, the Occupational Safety and Health Administration, the USEPA, other governmental agencies and others in which claims are asserted against the Company.  At June 30, 2012 and March 31, 2012, the Company did not have an accrual related to any such matter that was not deemed probable.

20

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

When we use the terms “Modine,” “we,” “us,” “Company,” or “our” in this report, unless the context otherwise requires, we are referring to Modine Manufacturing Company.  Our fiscal year ends on March 31 and, accordingly, all references to quarters refer to our fiscal quarters.  The quarter ended June 30, 2012 is the first quarter of fiscal 2013.

First Quarter Highlights:  Net sales in the first quarter of fiscal 2013 decreased from the first quarter of fiscal 2012, as anticipated, driven by weakening end market demand and unfavorable foreign currency exchange rate changes.  Gross margin decreased mostly due to the overall sales volume declines.  Selling, general and administrative (SG&A) expenses decreased from the first quarter of fiscal 2012 to the first quarter of fiscal 2013, primarily due to lower compensation-related expense and favorable foreign currency exchange rate changes.  European restructuring expense of $4.5 million negatively impacted the first quarter of fiscal 2013 results.  The European restructuring plan is aimed at aligning the cost structure of the segment with the strategic focus on the commercial vehicle market, while improving gross margin and return on average capital employed.  During the first quarter of fiscal 2013, we recorded a loss from continuing operations of approximately $1 million.

CONSOLIDATED RESULTS OF OPERATIONS – CONTINUING OPERATIONS

The results for the three months ended June 30, 2011 have been revised to reflect the correction of errors relating to that period.  In addition, the first quarter of fiscal 2013 results include an out-of-period adjustment related to certain commodity hedges.  See Note 2 to the Notes to Condensed Consolidated Financial Statements for further discussion.  The following table presents consolidated results from continuing operations on a comparative basis for the three months ended June 30, 2012 and 2011:

For the three months ended June 30	2012						2011
(dollars in millions)	$'s			% of sales			$'s			% of sales
Net sales		350.4			100.0	%		417.9			100.0	%
Cost of sales		298.8			85.3	%		348.1			83.3	%
Gross profit		51.6			14.7	%		69.8			16.7	%
Selling, general and administrative expenses		43.2			12.3	%		49.6			11.9	%
Restructuring expense (income)		4.5			1.3	%		(0.1	)		0.0	%
Income from operations		3.9			1.1	%		20.3			4.8	%
Interest expense		3.0			0.9	%		3.0			0.7	%
Other income - net		(0.1	)		0.0	%		(0.3	)		-0.1	%
Earnings from continuing operations before income taxes		1.0			0.3	%		17.6			4.2	%
Provision for income taxes		2.1			0.6	%		5.0			1.2	%
(Loss) earnings from continuing operations		(1.1	)		-0.3	%		12.6			3.0	%

First quarter net sales of $350.4 million were 16.2 percent lower than the $417.9 million reported in the first quarter of last year driven by decreases in overall sales volumes, along with a $23.5 million unfavorable impact of foreign currency exchange rate changes.  Automotive market sales declined 32.1 percent compared to the first quarter of fiscal 2012, as we continue the strategic exit of the automotive module business.

During the first quarter of fiscal 2013, gross profit decreased $18.2 million from the first quarter of fiscal 2012 on the decreased sales volumes and a $2.9 million unfavorable impact of foreign currency exchange rate changes.  Gross margin decreased 200 basis points from 16.7 percent in the first quarter of fiscal 2012 to 14.7 percent in the first quarter of fiscal 2013 largely due to lower sales volume.

21

SG&A expenses decreased $6.4 million from the first quarter of fiscal 2012 to the first quarter of fiscal 2013, yet increased as a percentage of sales to 12.3 percent.  The decrease in SG&A expenses is primarily the result of lower compensation-related expense and favorable foreign currency exchange rate changes.

Income from operations declined $16.4 million from $20.3 million in the first quarter of fiscal 2012 to $3.9 million in the first quarter of fiscal 2013.  The lower sales volumes, unfavorable impact of foreign currency exchange rate changes and $4.5 million of restructuring expense related to the Original Equipment – Europe segment were the primary factors contributing to this decline in results from operations.

Restructuring expense increased $4.6 million from the first quarter of fiscal 2012 to the first quarter of fiscal 2013 due to the initiation of the European restructuring plan in the first quarter of fiscal 2013.  The restructuring expense was for severance costs related to reductions in headcount within the Original Equipment – Europe segment.

During the first quarter of fiscal 2013, we recorded a $2.1 million provision for income taxes, which represents an effective tax rate of 205.8 percent.  This compares to a provision for income taxes of $5.0 million recorded during the first quarter of fiscal 2012, which represented a 28.6 percent effective tax rate.  This increase in the effective income tax rate is primarily due to changes in the valuation allowance for certain foreign losses for which no benefit is recognized.  During the first quarter of fiscal 2013, the Company continued to record a full valuation allowance against its net deferred tax assets located in the U.S. and certain foreign jurisdictions as it is more likely than not that these assets will not be realized based on historical performance.  It is possible that by the end of fiscal 2013, the U.S. taxing jurisdiction will no longer be in a cumulative three year loss position thereby removing significant negative evidence concerning valuation allowance.  Throughout the remainder of fiscal 2013, all positive and negative evidence will be further analyzed in order to determine the propriety of the valuation allowance against the net deferred tax assets of this jurisdiction.

Loss from continuing operations of $1.1 million for the first quarter of fiscal 2013 represents a $13.7 million decline from the earnings from continuing operations of $12.6 million recorded for the first quarter of fiscal 2012.  In addition, diluted loss per share from continuing operations of $0.03 decreased $0.30 from diluted earnings per share from continuing operations of $0.27 for this same period last year.  The decrease in sales volumes and the European restructuring expense were the primary drivers of this decrease.

SEGMENT RESULTS OF OPERATIONS

Original Equipment – Asia

For the three months ended June 30	2012						2011
(dollars in millions)	$'s			% of sales			$'s		% of sales
Net sales		15.8			100.0	%		21.3		100.0	%
Cost of sales		15.4			97.5	%		18.2		85.4	%
Gross profit		0.4			2.6	%		3.1		14.5	%
Selling, general and administrative expenses		2.7			17.1	%		2.3		10.8	%
(Loss) income from continuing operations		(2.3	)		-14.6	%		0.8		3.8	%

The Original Equipment – Asia segment is still in a growth phase and is currently launching numerous programs.  Net sales decreased $5.5 million from the first quarter of fiscal 2012 to the first quarter of fiscal 2013 due to an expected decrease in automotive sales as we continue the strategic exit of the automotive module business and a decline in the off-highway vehicular market due to weak economic conditions in China.  Gross margin declined from 14.5 percent during the first quarter of fiscal 2012 to 2.6 percent during the first quarter of fiscal 2013 due to the sales volume decrease.  Loss from continuing operations of $2.3 million for the first quarter of fiscal 2013 represents a $3.1 million decline from the income from operations of $0.8 million for the first quarter of fiscal 2012 due to the decrease in gross profit from the lower sales volumes.

22

Original Equipment – Europe

For the three months ended June 30	2012						2011
(dollars in millions)	$'s			% of sales			$'s		% of sales
Net sales		125.4			100.0	%		166.8		100.0	%
Cost of sales		110.7			88.3	%		141.4		84.8	%
Gross profit		14.7			11.7	%		25.4		15.2	%
Selling, general and administrative expenses		10.4			8.3	%		13.8		8.3	%
Restructuring expense		4.5			3.6	%		0.0		0.0	%
(Loss) income from continuing operations		(0.2	)		-0.2	%		11.6		7.0	%

Original Equipment – Europe net sales decreased $41.4 million from the first quarter of fiscal 2012 to the first quarter of fiscal 2013, driven by a $28.6 million decrease in premium automotive sales volumes as we continue to wind down the automotive module business, a delay in launches of commercial vehicle programs due to the slowdown in demand in the European commercial vehicle market, and a $15.3 million unfavorable impact of foreign currency exchange rate changes.  Gross profit decreased $10.7 million from the first quarter of fiscal 2012 to the first quarter of fiscal 2013 including a $1.8 million unfavorable impact of foreign currency exchange rate changes, and gross margin decreased 350 basis points to 11.7 percent from 15.2 percent over this same period.  The decline in gross margin is primarily attributable to the lower sales volumes.  SG&A expenses decreased $3.4 million to $10.4 million from the first quarter of fiscal 2012 to the first quarter of fiscal 2013 due to lower compensation-related expenses and a $1.8 million favorable impact of foreign currency exchange rate changes.   Loss from continuing operations of $0.2 million during the first quarter of fiscal 2013 represents a decline of $11.8 million from income from continuing operations of $11.6 million during the first quarter of fiscal 2012.  The (loss) income from continuing operations decline is a result of lower gross profit on lower sales volume and $4.5 million of restructuring expense recorded in the first quarter of fiscal 2013.

During the first quarter of fiscal 2013, we began implementing a restructuring plan in the Original Equipment – Europe segment.  This plan includes exiting certain non-core product lines, reducing manufacturing costs, implementing headcount reductions, and disposing of or selling certain fixed assets.  We recorded restructuring expense of $4.5 million in the quarter due to headcount reductions under this plan.  The restructuring plan is designed to align the cost structure of the segment with the strategic focus on the commercial vehicle market.  The long-term objectives of the restructuring plan for this segment are to achieve a gross margin in a range of 15 percent to 17 percent, annual SG&A savings of approximately $6.0 million to $9.0 million, operating margin in a range of 8 percent to 10 percent, and return on average capital employed of 15 percent.

23

Original Equipment - North America

For the three months ended June 30	2012					2011
(dollars in millions)	$'s		% of sales			$'s			% of sales
Net sales		153.6		100.0	%		156.6			100.0	%
Cost of sales		130.0		84.6	%		134.0			85.6	%
Gross profit		23.6		15.4	%		22.6			14.4	%
Selling, general and administrative expenses		9.8		6.4	%		11.9			7.6	%
Restructuring income		0.0		0.0	%		(0.1	)		-0.1	%
Income from continuing operations		13.8		9.0	%		10.8			6.9	%

Original Equipment – North America net sales decreased $3.0 million from the first quarter of fiscal 2012 to the first quarter of fiscal 2013, primarily driven by the wind down of automotive programs, partially offset by increases in commercial vehicle and off highway sales.  Gross margin increased 100 basis points to 15.4 percent during the first quarter of fiscal 2013 from 14.4 percent during the first quarter of fiscal 2012 driven primarily by lower material costs and improved plant performance.  SG&A expenses decreased $2.1 million primarily due to lower pension and warranty costs and higher prototype and testing recoveries.  Income from continuing operations increased $3.0 million from the first quarter of fiscal 2012 to the first quarter of fiscal 2013, due to higher gross profit and lower SG&A expenses.

South America

For the three months ended June 30	2012					2011
(dollars in millions)	$'s		% of sales			$'s		% of sales
Net sales		31.2		100.0	%		47.9		100.0	%
Cost of sales		26.5		84.9	%		38.9		81.2	%
Gross profit		4.7		15.2	%		9.0		18.8	%
Selling, general and administrative expenses		4.0		12.8	%		5.8		12.1	%
Income from continuing operations		0.7		2.2	%		3.2		6.7	%

South America net sales decreased $16.7 million from the first quarter of fiscal 2012 to the first quarter of fiscal 2013, due to the continued weakness in the commercial vehicle market following the pre-buy ahead of the January 1, 2012 change in emission standards, aftermarket sales declines due to local economic conditions and an unfavorable impact of foreign currency exchange rate changes of $7.1 million.  Gross margin decreased from 18.8 percent during the first quarter of fiscal 2012 to 15.2 percent in the first quarter of fiscal 2013, due to the lower sales volume.  SG&A expenses decreased $1.8 million from the first quarter of fiscal 2012 to the first quarter of fiscal 2013, partially due to a favorable impact of foreign currency exchange rate changes of $0.9 million.  Income from continuing operations decreased $2.5 million, based on the lower gross profit from lower sales volume, partially offset by the decrease in SG&A expenses.

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Commercial Products

For the three months ended June 30	2012					2011
(dollars in millions)	$'s		% of sales			$'s		% of sales
Net sales		30.1		100.0	%		34.1		100.0	%
Cost of sales		22.2		73.8	%		24.6		72.1	%
Gross profit		7.9		26.2	%		9.5		27.9	%
Selling, general and administrative expenses		6.9		22.9	%		6.1		17.9	%
Income from continuing operations		1.0		3.3	%		3.4		10.0	%

Commercial Products net sales decreased $4.0 million from the first quarter of fiscal 2012 to the first quarter of fiscal 2013, primarily due to weak overall economic conditions in the United Kingdom, a slowdown in construction activity ahead of the Olympics in London and a $0.4 million unfavorable impact of foreign currency exchange rate changes.  Gross margin decreased 170 basis points to 26.2 percent during the first quarter of fiscal 2013 from 27.9 percent during the first quarter of fiscal 2012, from the lower sales volume.  SG&A expenses increased $0.8 million due to investment in new products and future growth.  Income from continuing operations declined $2.4 million to $1.0 million in the first quarter of fiscal 2013 from $3.4 million in the first quarter of fiscal 2012, due to the lower gross profit on the lower sales volume.

Liquidity and Capital Resources

Our primary sources of liquidity are cash flow from operating activities and borrowings under lines of credit provided by banks in the United States and abroad.  See Note 12 of the Notes to the Condensed Consolidated Financial Statements for further information regarding our debt agreements.

Debt Covenants

Our debt agreements require us to maintain compliance with various covenants.  Under its primary U.S.-based debt agreements the Company is subject to an adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) to interest expense (interest expense coverage ratio) covenant and a debt to adjusted EBITDA (leverage ratio) covenant.  Adjusted EBITDA is defined as earnings from continuing operations before interest expense and provision for income taxes, adjusted to exclude unusual, non-recurring or extraordinary non-cash charges and up to $40.0 million of cash restructuring and repositioning charges, not to exceed $20.0 million in any fiscal year, and further adjusted to add back depreciation and amortization.  Adjusted EBITDA does not represent, and should not be considered, an alternative to earnings from continuing operations as determined by generally accepted accounting principles (GAAP), and our calculation may not be comparable to similarly titled measures reported by other companies.

The Company is required to maintain the interest expense coverage ratio and leverage ratio covenants based on the following ratios:

	Interest Expense Coverage	Leverage Ratio
	Ratio Covenant (Not	Covenant (Not Permitted
	Permitted to Be Less Than):	to Be Greater Than):
Fiscal quarter ending on or before August 12, 2014	3.00 to 1.0	3.25 to 1.0
All fiscal quarters ending thereafter	3.00 to 1.0	3.00 to 1.0

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Our adjusted EBITDA for the four consecutive quarters ended June 30, 2012 was $112.7 million.  The following table presents a calculation of adjusted EBITDA:

(dollars in thousands)

	Quarter Ended September 30, 2011			Quarter Ended December 31, 2011			Quarter Ended March 31, 2012			Quarter Ended June 30, 2012			Total
Earnings (loss) from continuing operations	$	1,000		$	8,768		$	15,646		$	(1,055	)	$	24,359
Net earnings attributable to noncontrolling interest		(38	)		(110	)		(204	)		(301	)		(653	)
Consolidated interest expense		3,297			2,893			3,303			3,039			12,532
Provision for (benefit from) income taxes		1,677			3,923			(711	)		2,053			6,942
Depreciation and amortization expense		14,202			14,214			14,322			14,049			56,787
Non-cash charges (income) (a)		3,134			3,478			(86	)		299			6,825
Restructuring and repositioning (income) charges (b)		(52	)		499			671			4,761			5,879
Adjusted EBITDA	$	23,220		$	33,665		$	32,941		$	22,845		$	112,671

(a) Non-cash charges are comprised of long-lived asset impairments, non-cash restructuring and repositioning charges, exchange gains or losses on inter-company loans and non-cash charges that are unusual, non-recurring or extraordinary, as follows:

(dollars in thousands)

	Quarter Ended September 30, 2011		Quarter Ended December 31, 2011		Quarter Ended March 31, 2012			Quarter Ended June 30, 2012		Total
Long-lived asset impairments	$	-	$	-	$	330		$	-	$	330
Loss on disposal of assets		-		2,161		-			-		2,161
Non-cash restructuring and repositioning income		-		-		(304	)		-		(304	)
Exchange losses (gains) on inter-company loans		3,134		1,317		(112	)		299		4,638
Non-cash charges	$	3,134	$	3,478	$	(86	)	$	299	$	6,825

(b) Restructuring and repositioning (income) charges represent cash restructuring and repositioning costs incurred in conjunction with the restructuring activities announced on or after January 31, 2008.  See Note 10 of the Notes to Condensed Consolidated Financial Statements for further discussion on these activities.

Our interest expense coverage ratio for the four fiscal quarters ended June 30, 2012 was 8.77, which exceeded the minimum requirement of 3.00.  The following table presents a calculation of our interest expense coverage ratio:

	Four Quarters Ended June 30, 2012
Consolidated interest expense	$	12,532
Plus: Other items (a)		321
Total consolidated interest expense	$	12,853
Adjusted EBITDA	$	112,671
Interest expense coverage ratio		8.77

(a)  Other items include costs associated with the sale of receivables.

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Our leverage ratio for the four fiscal quarters ended June 30, 2012 was 1.87, which was below the maximum ratio of 3.25 allowed in our primary debt agreements.  The following table presents a calculation of our leverage ratio:

	Four Quarters Ended  June 30, 2012
Debt per balance sheet	$	183,656
Plus: Indebtedness attributed to sales of accounts receivable		22,530
Net derivative liabilities		3,802
Standby letters of credit		835
Total consolidated debt	$	210,823
Adjusted EBITDA	$	112,671
Leverage ratio		1.87

We expect to remain in compliance with the interest expense coverage ratio and leverage ratio covenants through the remainder of fiscal 2013 and beyond.

Off-Balance Sheet Arrangements

None.

New Accounting Pronouncements

In June 2011, the FASB issued an amendment to the accounting guidance for the presentation of comprehensive income. This amendment removes one of the three presentation options for presenting the components of other comprehensive income as part of the statement of changes in shareholders’ equity and requires either a single continuous statement of net income and other comprehensive income or a two consecutive statement approach.  This amendment shall be applied retrospectively and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011.  This amendment was adopted for the first quarter of fiscal 2013 in the separate condensed consolidated statements of comprehensive income (two consecutive statement approach).

In September 2011, the FASB issued an amendment to the accounting guidance for testing goodwill for impairment.  The amendment provides an option for companies to first use a qualitative approach to test goodwill for impairment if certain conditions are met.  If it is determined to be more likely than not that the fair value of the reporting unit is less than its carrying amount, entities must perform the quantitative analysis of the goodwill impairment test.  The amendments are effective for goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  We are assessing this new guidance and currently do not anticipate any impact on the consolidated financial statements from the adoption of this amendment.

Contractual Obligations

There have been no material changes to our contractual obligations outside the ordinary course of business from those disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2012.  We are currently unable to determine the impact on our contractual obligations from the ultimate timing of settlement of the gross liability for uncertain tax positions, which was $3.2 million as of June 30, 2012.

Outlook

For the remainder of fiscal 2013, we expect weak economic conditions in several key geographic markets, including Europe, South America, and Asia.  Also, we expect approximately $80 million of planned program reductions due to the wind down of our BMW business in Europe and Asia, and of certain automotive and military programs in North America. These factors, as well as unfavorable foreign exchange impacts, result in an outlook of a 5 to 10 percent year-over-year decrease in net sales compared with our fiscal 2012 results.  We began to implement a restructuring program designed to align the cost structure and manufacturing base in Europe with a strategic focus on the commercial vehicle market.  We expect the impact of the sales volume declines in fiscal 2013 will result in operating income in a range of 3.5 to 4.0 percent of sales, excluding the impact of the European restructuring.  Further, we expect diluted earnings per share to be in the range of $0.60 to $0.70, excluding the impact of the European restructuring.  This outlook is unchanged from that reported at the end of fiscal 2012.

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Forward-Looking Statements

This report contains statements, including information about future financial performance, 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. in Part I. of the Company’s Annual Report on Form 10-K for the year ended March 31, 2012.  Other risks and uncertainties include, but are not limited to, the following:

Operational Risks:

· The efficient deployment of resources to meet increasing demand for the Company’s products;

· The impact of operational inefficiencies as a result of program launches and product transfers;

· Modine’s ability to maintain current programs and compete effectively for new business, including its ability to offset or otherwise address increasing pricing pressures from its competitors and price reduction pressures from its customers;

· Costs and other effects of the remediation of environmental contamination;

· Modine’s ability to obtain profitable business at its facilities in the low cost countries of China, Hungary, Mexico and India and to meet quality standards with products produced at these facilities;

· Modine’s ability to successfully implement restructuring plans and drive cost reductions and increased profitability and return on assets as a result;

· Unanticipated delays or modifications initiated by major customers with respect to product launches, product applications or requirements;

· Unanticipated product or manufacturing difficulties, including unanticipated launch challenges and warranty claims;

· The possibility that other or more significant issues may be identified in connection with the Company’s remediation of its value added tax (VAT) application errors in the Original Equipment – Europe segment;

· Increasingly complex and restrictive government regulations in various jurisdictions in which we operate;

· Unanticipated problems with suppliers meeting Modine’s time, quality and price demands;

· Work stoppages or interference at Modine’s facilities or those of its major customers and/or suppliers; and

· Costs and other effects of unanticipated litigation or claims, and the increasing pressures associated with rising healthcare and insurance costs.

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Market Risks:

· 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 and Brazilian real 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 recent slowing of certain markets in China and Brazil and the economic uncertainties in the European Union;

· The impact on Modine of increases in commodity prices, particularly Modine’s exposure to the changing prices of aluminum, copper, steel and stainless steel (nickel);

· Modine’s ability or inability to successfully hedge its commodity risk and/or pass increasing commodity prices on to customers as well as the inherent lag in timing of such pass-through pricing; and

· The impact of environmental laws and regulations on Modine’s business and the business of Modine’s customers, including Modine’s ability to take advantage of opportunities to supply alternative new technologies to meet environmental emissions standards.

Financial Risks:

· Modine’s ability to fund its liquidity requirements and meet its long-term commitments in the event of any renewed disruption in the credit markets; and

· Modine’s ability to realize future tax benefits.

In addition to the risks set forth above, Modine is subject to other risks and uncertainties identified by the Company in public filings with the U.S. Securities and Exchange Commission.  Modine does not assume any obligation to update any forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company’s market risk disclosures have not materially changed since the 2012 Form 10-K was filed.  The Company’s quantitative and qualitative disclosures about market risk are incorporated by reference from Part II, Item 7A of the Company’s Annual Report on Form 10-K for the year ended March 31, 2012.

Item 4. Controls and Procedures.

Evaluation Regarding Disclosure Controls and Procedures

As of the end of the period covered by this quarterly report on Form 10-Q, the Company carried out an evaluation, at the direction of the General Counsel and under the supervision of the Company’s President and Chief Executive Officer and Vice President, Finance and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e), with the participation of the Company’s management. Based upon that evaluation and the identification of a material weakness in the Company’s internal control over financial reporting as described in Part II, Item 9A of the Company’s fiscal 2012 Form 10-K, the President and Chief Executive Officer and Vice President, Finance and Chief Financial Officer concluded that the design and operation of the Company’s disclosure controls and procedures are not effective as of June 30, 2012.

As more fully set forth in Part II, Item 9A, “Controls and Procedures,” of the fiscal 2012 Form 10-K, management concluded that the Company’s internal control over financial reporting was not effective as of March 31, 2012 because of the existence at that date of a material weakness in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.

29

The Company is developing and implementing a plan, including additional control procedures, to remediate the material weakness.  These remediation efforts, outlined below, are intended both to address the identified material weakness and to enhance the overall financial control environment:

Misapplication of value added tax (VAT) deficiency in the Original Equipment – Europe segment.  The following remediation plans are being implemented to address the value added tax deficiency:

· Appoint a global process owner who is responsible for overseeing the Company’s compliance with VAT regulations, including directing the establishment of internal VAT policies and procedures;

· Develop policies and procedures necessary to properly comply with the VAT regulations, with specific focus on cross-border transactions that could impact multiple taxing jurisdictions;

· Develop a training module and train a cross-functional team of personnel in finance, sales, purchasing, and other applicable Company departments on the newly developed VAT policies;

· Improve existing internal controls over VAT to include specific consideration of tooling sales and fixed asset transfers prior to invoice issuance in accordance with applicable VAT regulations;

· Implement monitoring controls to evaluate compliance with the internal policies and applicable VAT regulations;

· Engage additional resources (both internal and external) with technical expertise in VAT regulations, who will assist with the development of related internal policies and procedures, execute the transactions in accordance with internal policies and VAT regulations, and/or monitor compliance with internal policies and VAT regulations; and

· Implement system changes that will identify the country of origin for all transactions to aid in the application of VAT for the appropriate taxing jurisdiction.

Changes In Internal Control Over Financial Reporting

During the first quarter of fiscal 2013 there was no change in the Company’s internal control over financial reporting that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

ISSUER OF PURCHASES OF EQUITY SECURITIES

The following describes the Company’s purchases of Common Stock during the first quarter of fiscal 2013:

Period	(a)  Total Number of Shares (or Units) Purchased			(b) Average Price Paid Per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
April 1 – April 30, 2012	—			—		—	—
May 1 – May 31, 2012	—			—		—	—
June 1 – June 30, 2012		17,870	(1)	$	6.24	—	—
Total		17,870	(1)	$	6.24	—	—

(1) Consists of shares delivered back to the Company by employees to satisfy tax withholding obligations that arise upon the vesting of the stock awards.  These shares are held as treasury shares.

30

Item 6. Exhibits.

(a)   Exhibits:

Exhibit No.	Description	Incorporated Herein By Referenced To	Filed Herewith
3.1	Bylaws, as amended	Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated July 19, 2012
4.1	Third Amendment to Amended and Restated Credit Agreement (the "Third Credit Amendment") dated as of August of 6, 2012, with JPMorgan Chase Bank, N.A. ("JPMorgan"), as Administrative Agent, LC Issuer, Swing Line Lender and as a Lender, and U.S. Bank, N.A. and Wells Fargo Bank, N.A. as Syndication Agents and as Lenders, BMO Harris Bank N.A., formerly known as M&I Marshall & Ilsley Bank, as Documentation Agent and as Lender and Associated Bank, N.A. and Comerica Bank (collectively, the "Lenders").  The Third Amendment amends Modine's existing four-year, $145 million multi-currency revolving credit facility dated as of August 12, 2010 (the "Original Credit Agreemet").	Exhibit 4.1 to Registrant's Current Report on Form 8-K dated August 6, 2012 ("August 6, 2012 8-K")
4.2	Second Ammendment to Note Purchase and Private Shelf Agreement (the "Third Note Purchase Amendment") dated as of August 6, 2012, with Prudential Investment Management, Inc., The Prudential Insurance Company of America and Prudential Retirement Insurance  and Annuity Company (collectively the "Noteholders") pursuant to which the Compnay and the Note Holders amended their Note Purchase and Private Shelf Agreement dated August 12, 2010 (the "Original Note Purchase Agreement").	Exhibit 4.2 to August 6, 2012 8-K
10.1	Employment Agreement, dated December 19, 2011, between Modine Holding GmbH and Holger Schwab, effective as of July 1, 2012		X
31.1	Rule 13a-14(a)/15d-14(a) Certification of Thomas A. Burke, President and Chief Executive Officer.		X
31.2	Rule 13a-14(a)/15d-14(a) Certification of Michael B. Lucareli, Vice President, Finance and Chief Financial Officer.		X
32.1	Section 1350 Certification of Thomas A. Burke, President and Chief Executive Officer.		X
32.2	Section 1350 Certification of Michael B. Lucareli, Vice President, Finance and Chief Financial Officer.		X
101.INS	Instance Document		X
101.SCH	XBRL Taxonomy Extention Schema Document		X
101.CAL	XBRL Taxonomy Extention Calculation Linkbase Document		X
101.DEF	XBRL Taxonomy Extention Definition Linkbase Document		X
101.LAB	XBRL Taxonomy Extention Label Linkbase Document		X
101.PRE	XBRL Taxonomy Extention Presentation Linkbase Document		X

31

SIGNATURE

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 thereunto duly authorized.

MODINE MANUFACTURING COMPANY

(Registrant)

By: /s/ Michael B. Lucareli

Michael B. Lucareli, Vice President, Finance and Chief Financial Officer*

Date:  August 7, 2012

* Executing as both the principal financial officer and a duly authorized officer of the Company

 32

EX-10.1

EXHIBIT 10.1

	Modine Holding GmbH

Mr. Holger Schwab
	Filderstadt, 19.12.2011

SERVICE CONTRACT FOR MANAGING DIRECTOR

Dear Mr. Schwab,

Modine Holding GmbH, Arthur-B.-Modine-Strafte, 70794 Filderstadt,
represented by its shareholder Modine Manufacturing Company,
the latter represented by Thomas A. Burke, its President and Chief Executive Officer
	- hereinafter referred to as "Modine" -

is concluding the following managing director service contract with you, effective upon the Effective Date, defined herein:

Article 1 - Position and Scope of Duties

1.1 You are serving as Managing Director of Modine as well as of other Modine companies in Europe.

1.2 In your capacity as managing director, you are, in particular, responsible for the management of Modine's Region in Europe.

1.3 The shareholder may, at any time, appoint additional managing directors ("Geschaftsfuhrer") and/or assign different and/or additional responsibilities to you. You shall be granted single or joint signature authority, which authority can be modified or revoked by unilateral resolution of the shareholder.

1.4 You shall perform your duties as managing director by observing the diligence of a prudent businessman in accordance with the provisions of this Service Contract, Modine's Articles

Seite 1 of 6

of Incorporation (Gesellsohaftsvertrag), the general and specific directives, instructions or policies given by the shareholder and in accordance with the law.

Article 2 - Other Activities

You shall devote your main working time and capacity to the fulfilment of your duties hereunder. Any other activity for remuneration and any activity which normally entitles you to remuneration, including further part time work, is subject to the prior written consent of the shareholder. The shareholder may refuse to grant such consent at its discretion.

Article 3 - Intentionally blank

Article 4 - Inventions

4.1 All rights pertaining to inventions, whether patentable or not, and to proposals for technical improvements made or submitted by you and to computer software developed by you (hereinafter jointly called "Inventions") during the term of this Service Contract shall be deemed acquired by Modine and compensated by your base salary agreed in Sec. 5.1 herebelow without you being entitled to any additional remuneration. You shall inform Modine or a person designated by Modine immediately of any Inventions in writing and you shall assist Modine in acquiring patent or other industrial property rights, if Modine so de­sires.

4.2 Subsection 4.1 above shall apply to Inventions that:

a.  are related to the business (including products and processes) of Modine, or

b. are based on experience and know-how of Modine, or

c. emanate from such duties of activities as are to be performed by you as a managing director within Modine, or

d. have been made during your normal working hours.

4.3 Modine's right to Inventions acquired hereunder shall in no way be affected by any amendments to or the termination of this Service Contract.

Article 5 - Remuneration

5.1 You shall be entitled to a gross annual salary in the amount of EUR 320.000, to be paid in arrears in 12 equal monthly instalments.

Seite 2 of 6

5.2 You shall furthermore be entitled to earn, in addition to 5.1, a variable remuneration according to the terms of the Modine Management Incentive Plan (MIP) and Modine Long Term Incentive Plan (LTIP). The MIP as well as the LTIP are reviewed annually by the Modine Manufacturing Company Board of Directors (or a committee thereof), which reserves the right to amend the agreed targets and the rates at any time, particularly at the beginning of each fiscal year. Your initial target level for the MIP is 50 %, and for the LTIP your initial target level is fixed at 70 %; both metrics apply to your base salary.

The Board of Directors (or a committee thereof) has authority over the MIP and the LTIP in all matters. Payment of the MIP or any grants of options or shares under the LTIP shall not occur until after the Board of Directors (or a committee thereof) has certified the level of achievement of the performance goals. The Board of Directors (or a committee thereof) retains the discretion to make negative adjustments to the final determination of any awards earned, including the authority to not pay under the MIP or LTIP even if the performance goals are met. The Board of Directors objective is to reward participation for achieving goals while creating shareholder value.

However, as additional consideration for your entry into this Service Contract, Modine hereby agrees that for the fiscal year of Modine ending 31.03.2013 you will receive a fixed MIP bonus of EUR 120.000,- gross, payable consistent with the customary timing associated with Modine's MIP.

5.3 Your salary shall be reviewed annually. The financial and economic situation of Modine and your personal performance shall be considered. The decision whether to increase your salary shall remain in the sole discretion of the shareholder.

5.4 By payment of the above mentioned remuneration, all activities which you have to perform under this Service Contract, including your acting for subsidiaries or affiliated companies of Modine, shall be compensated. In particular, you shall not be entitled to any additional compensation for overtime work.

Article 6 - Other Benefits

6.1 Travel expenses and other necessary expenses incurred by you in the furtherance of your duties hereunder shall, upon presentation of proper receipts, be reimbursed according to the guidelines of Modine and within the framework of the principles applicable in Germany for tax purposes.

Seite 3 of 6

6.2 Modine shall provide you with a company car for business and private use according to the terms of the policy entitled "Richtlinie fur die Vergabe von Dienstwagen."

6.3 Modine shall take out accident insurance for you with the following benefits: in case of death EUR 260,000, in case of invalidity EUR 500,000. In case of total disability, this amount increases up to € 800,000. In case of your incapacity to work and continued salary payments by Modine in accordance with Sec. 7.3 herebelow, potential insurance payments shall be transferred to Modine for this period of time. The provisions of this article may be subject to occasional change as new insurance policies are negotiated.

6.4 Modine grants you pension benefits in an amount of 10 % of your basic salary in the year at issue.

Article 7 - Inability to Perform Duties

7.1 In case you shall be unable to perform your duties under this Service Contract, you shall inform Modine of such absence and its prospective duration without delay. Upon request, you shall inform Modine of the reasons for such absence.

7.2 In case of absence for medical reasons, you shall submit prior to the end of the third calendar day of your absence a medical certificate concerning your incapacity to work and its prospective duration. If the absence continues longer than indicated on the medical certificate, you shall submit a new medical certificate within three days.

7.3 In the event of incapacity to perform the duties under this Service Contract due to illness or accident or other reasons beyond your control, you shall be granted your monthly gross base salary according to Article 5.1 as well as your bonus according to 5.2 of this Service Contract for a further period of up to nine months.

Article 8 - Vacation

8.1 You shall be entitled to an annual vacation of 30 working days excluding Saturdays.

8.2 The time of vacation shall be determined in agreement with your superior, thereby taking into consideration your personal wishes and the interests of Modine.

Seite 4 of 6

Article 9 - Secrecy

9.1 You shall not disclose to any third party or use for your own purposes, any confidential technical or other business information related to Modine or its affiliates which has been disclosed to you, or which has otherwise become known to you. This applies in particular to details regarding the business organization and the relation to clients, customers and suppliers as well as to the know-how of Modine. You shall not divulge such information directly or indirectly, nor shall you make it accessible for third parties or allow such information to be transmitted to persons or companies who have not received a permission to obtain such information for purposes outside Modine, neither for yourself, nor for third parties. This obligation shall apply during the term of this Service Contract and thereafter.

9.2 Business records of any kind, including private notes concerning Modine's affairs and activities, shall be carefully kept and shall be used only for business purposes. Copies or extracts or duplicates of drawings, calculations, statistics and the like or of any other business records may only be made for business purposes.

9.3 Upon termination of this Service Contract, you shall return all business records and copies thereof. You shall have no right to retain such records.

Article 10 - Term of Employment and Notice

10.1 This Service Contract becomes effective on July 1st, 2012 (or on your first day of employment with Modine, whichever occurs first) ("Effective Date") and is entered into for a fixed term of three (3) years from the Effective Date (e.g. June 30, 2015, if the Effective Date is July 1, 2012) ("Fixed Term").

10.2 If the parties intend to extend this Service Agreement beyond the Fixed Term, then they agree to complete negotiations regarding the specific terms of such an extended Service Agreement at least 12 months prior to the end of the Fixed Term.

10.3 Modine may release you from your work duties at any time during the fixed term so long as it is based on a justified interest of Modine.

10.4 Notice of extraordinary termination, effective immediately, may be given for compelling reasons, and shall have the effect of triggering an immediate termination of this Service Contract, regardless of the Fixed Term.

Seite 5 of 6

10.5 Notice of termination must be given in writing.

Article 11 - Final Provisions

11.1 Any amendments of or additions of this Service Contract shall be made in writing in order to be effective.

11.2 You agree to a publication of this Service Agreement along with all remuneration details provided in this agreement or which become later on a part of the employment of Modine with you or any other publication of personal data required by the United States Securities and Exchange Commission or any other governmental organisation or court, and hereby waive any rights to privacy that may be extended by applicable privacy laws, to the extent they conflict with Modine's legal publication requirements.

11.3 This Service Contract and its interpretation are governed by German law.

11.4 This Service Contract represents the entire agreement and understanding of the parties.

11.5 To compensate you for the forfeiture of options and shares granted to you by your former employer as well as for the loss of the bonus for the second half of the year 2011, Modine agrees to provide you a one-time payment of EUR 165,000 gross, due and payable with the first regular salary payment after the start with Modine.

Date: 12/19/11	Date: 12/22/11
/s/ Thomas A. Burke	/s/ Holger Schwab
Modine Manufacturing Company	Holger Schwab
BY: Thomas A. Burke
President and Chief Executive Officer

Seite 6 of 6

EX-31.1

Exhibit 31.1

Certification

I, Thomas A. Burke, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Modine Manufacturing Company for the quarter ended June 30, 2012;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 7, 2012
/s/ Thomas A. Burke
Thomas A. Burke
President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification

I, Michael B. Lucareli, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Modine Manufacturing Company for the quarter ended June 30, 2012;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 7, 2012
/s/ Michael B. Lucareli
Michael B. Lucareli
Vice President, Finance and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification

Pursuant to 18 United States Code § 1350

In connection with the quarterly report of Modine Manufacturing Company (the “Company”) on Form 10-Q for the fiscal quarter ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas A. Burke, President and Chief Executive Officer of the Company certify, pursuant to 18 U.S.C. § 1350, that, to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	August 7, 2012
/s/ Thomas A. Burke
Thomas A. Burke
President and Chief Executive Officer

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-32.2

Exhibit 32.2

Certification

Pursuant to 18 United States Code § 1350

In connection with the quarterly report of Modine Manufacturing Company (the “Company”) on Form 10-Q for the fiscal quarter ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael B. Lucareli, Vice President, Finance and Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. § 1350, that, to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	August 7, 2012
/s/ Michael B. Lucareli
Michael B. Lucareli
Vice President, Finance and Chief Financial Officer

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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Stock-Based Compensation (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Stock-Based Compensation [Abstract]
Stock-based compensation cost	$ 893	$ 843
Performance period	3 years
European ROACE - return on average capital employed (in hundredths)	25.00%
Consolidated ROACE - return on average capital employed (in hundredths)	50.00%
Cumulative revenue (in hundredths)	25.00%
Reposition charge net of tax (in hundredths)	70.00%
Income tax rate (in hundredths)	30.00%
Unrecognized compensation cost and recognition period [Abstract]
Unrecognized Compensation Costs	6,743
Weighted Average Remaining Service Period in Years	2 years 9 months 18 days
Assumptions used in determining the fair value for the options [Abstract]
Expected life of awards in years	6 years 3 months 18 days
Risk-free interest rate (in hundredths)	0.86%
Expected volatility of the Company's stock (in hundredths)	87.35%
Expected dividend yield on the Company's stock (in hundredths)	0.00%
Common stock options [Member]
Type and fair value of stock-based compensation awards granted [Abstract]
Shares (in shares)	238.3
Fair Value Per Award (in dollars per share)	$ 4.23
Unrecognized compensation cost and recognition period [Abstract]
Unrecognized Compensation Costs	1,590
Weighted Average Remaining Service Period in Years	2 years 3 months 18 days
Restricted common stock - retention [Member]
Type and fair value of stock-based compensation awards granted [Abstract]
Shares (in shares)	352.7
Fair Value Per Award (in dollars per share)	$ 5.75
Unrecognized compensation cost and recognition period [Abstract]
Unrecognized Compensation Costs	3,588
Weighted Average Remaining Service Period in Years	3 years 6 months
Restricted common stock - performance based [Member]
Type and fair value of stock-based compensation awards granted [Abstract]
Shares (in shares)	352.7
Fair Value Per Award (in dollars per share)	$ 5.75
Unrecognized compensation cost and recognition period [Abstract]
Unrecognized Compensation Costs	$ 1,565
Weighted Average Remaining Service Period in Years	2 years 7 months 6 days

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Contingencies and Litigation (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Contingencies and Litigation [Abstract]
Value added tax payable	$ 10,683
Environmental Matters [Abstract]
Reserves for these environmental matters	6,102	6,946
Additional reserve, continuing operations	20	70
Reduction to reserve, discontinued operations	$ 177

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Financial Instruments (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2012 Modine Thermal Systems (Changzhou) Co. Ltd [Member]	Jun. 30, 2012 Customer Concentration Risk [Member]	Mar. 31, 2012 Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration Risk Percentage 2 (in hundredths)		52.00%	54.00%
Total bad debt write-offs to trade receivables outstanding (in hundredths)		1.00%
Related Party Transaction Line Items
Number of loans to related parties	2
Loans related parties	$ 12,000
Maturity date	Jul. 31, 2013

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Goodwill and Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Mar. 31, 2012
Goodwill [Roll Forward]
Goodwill, Beginning Balance	$ 29,933
Fluctuations in foreign currency	(1,496)
Goodwill, Ending Balance	28,437
Finite-Lived and Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Value	9,306		9,466
Accumulated Amortization	(4,637)		(4,582)
Intangible Assets, Net	4,669		4,884
Unamortized intangible assets [Abstract]
Gross carrying value	10,143		10,387
Accumulated Amortization	(4,637)		(4,582)
Net Intangible Assets	5,506		5,805
Amortization Expense	150	160
Amortization expense, fiscal year maturity [Abstract]
Remainder of 2013	447
2014	596
2015	596
2016	596
2017	596
2018 & Beyond	1,838
Trade Names [Member]
Unamortized intangible assets [Abstract]
Gross carrying value	837		921
Accumulated Amortization	0		0
Net Intangible Assets	837		921
Trademarks [Member]
Finite-Lived and Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Value	8,940		9,064
Accumulated Amortization	(4,271)		(4,180)
Intangible Assets, Net	4,669		4,884
Other Intangible Assets [Member]
Finite-Lived and Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Value	366		402
Accumulated Amortization	(366)		(402)
Intangible Assets, Net	0		0
Original Equipment - Asia segment [Member]
Goodwill [Roll Forward]
Goodwill, Beginning Balance	520
Fluctuations in foreign currency	0
Goodwill, Ending Balance	520
South America [Member]
Goodwill [Roll Forward]
Goodwill, Beginning Balance	13,498
Fluctuations in foreign currency	(1,219)
Goodwill, Ending Balance	12,279
Commercial Products [Member]
Goodwill [Roll Forward]
Goodwill, Beginning Balance	15,915
Fluctuations in foreign currency	(277)
Goodwill, Ending Balance	$ 15,638

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Derivatives/Hedges (Tables)

3 Months Ended

Jun. 30, 2012

Derivatives/Hedges [Abstract]

Fair value of the derivative financial instruments recorded in the consolidated balance sheets

The fair value of the derivative financial instruments recorded in the consolidated balance sheets as of June 30, 2012 and March 31, 2012 are as follows:

	Balance Sheet Location	June 30, 2012		March 31, 2012
Derivative instruments designated as cash flow hedges:
Commodity derivatives	Deferred income taxes and other current assets	$	-	$	156
Commodity derivatives	Accrued expenses and other current liabilities		-		924
Derivatives not designated as hedges:
Foreign exchange contracts	Deferred income taxes and other current assets	$	463	$	205
Commodity derivatives	Accrued expenses and other current liabilities		4,265		2,606

Amounts recorded in AOCI and in consolidated statement of operations

The amounts recorded in AOCI and in the consolidated statement of operations for the three months ended June 30, 2012 are as follows:

	Amount of Loss Recognized in AOCI		Location of Loss (Gain)  Recognized in Income	Amount of Loss Reclassified from AOCI into Continuing Operations		Amount of Loss (Gain) Recognized in Income
Derivatives not designated:
Commodity derivatives	$	2,366	Cost of sales	$	780	$	1,959
Foreign exchange contracts		-	Other income - net		-		(436	)
Total	$	2,366		$	780	$	1,523

The amounts recorded in AOCI and in the consolidated statement of operations for the three months ended June 30, 2011 is as follows:

	Amount of Loss Recognized in AOCI		Location of Gain Reclassified from  AOCI into Continuing Operations	Amount of Gain Reclassified from AOCI into Continuing Operations
Designated derivative instruments:
Commodity derivatives	$	1,777	Cost of sales	$	(269	)
Total	$	1,777		$	(269	)

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Employee Benefit Plans (Tables)

3 Months Ended

Jun. 30, 2012

Employee Benefit Plans [Abstract]

Pension and postretirement benefit plans

Costs for Modine's pension and postretirement benefit plans for the three months ended June 30, 2012 and 2011 include the following components:

	Pension plans						Postretirement plans
For the three months ended June 30	2012			2011			2012			2011
Service cost	$	141		$	426		$	11		$	12
Interest cost		3,341			3,505			74			85
Expected return on plan assets		(4,031	)		(3,848	)		-			-
Amortization of:
Unrecognized net loss (gain)		1,255			1,996			-			(12	)
Unrecognized prior service credit		-			-			(372	)		(416	)
Net periodic benefit cost (income)	$	706		$	2,079		$	(287	)	$	(331	)

XML

Derivatives/Hedges, Gain (Loss) by Hedging Relationship, by Income Statement Location, (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Derivative Instruments, Gain (Loss) [Line Items]
Loss Recognized in Other Comprehensive Income (Loss)	$ 2,366	$ 1,777
Derivative Instruments Gain Loss Reclassification From Accumulated O C I To Income	780	(269)
Amount of Loss (Gain) Recognized in Income	1,523
Foreign Exchange Contract [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Loss Recognized in Other Comprehensive Income (Loss)	0
Income Statement Location of Gain (Loss) Reclassified from Accumulated OCI	Other income - net
Derivative Instruments Gain Loss Reclassification From Accumulated O C I To Income	0
Amount of Loss (Gain) Recognized in Income	(436)
Commodity Derivatives [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Loss Recognized in Other Comprehensive Income (Loss)	2,366	1,777
Income Statement Location of Gain (Loss) Reclassified from Accumulated OCI	Cost of sales	Cost of sales
Derivative Instruments Gain Loss Reclassification From Accumulated O C I To Income	780
Cost of Sales [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Loss (Gain) Recognized in Income	1,959
Cost of Sales [Member] | Commodity Derivatives [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments Gain Loss Reclassification From Accumulated O C I To Income		$ (269)

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Earnings Per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Basic [Abstract]
(Loss) earnings from continuing operations	$ (1,055)	$ 12,566
Less: Net earnings (loss) attributable to noncontrolling interest	301	(9)
(Loss) earnings from continuing operations attributable to Modine	(1,356)	12,575
Less: Undistributed earnings attributable to unvested shares	0	(48)
Net (loss) earnings from continuing operations available to Modine common shareholders	(1,356)	12,527
Net earnings from discontinued operations	177	0
Less: Undistributed earnings attributable to unvested shares	(1)	0
Net earnings from discontinued operations available to Modine common shareholders	176	0
Net (loss) earnings available to Modine common shareholders	(1,180)	12,527
Basic Earnings Per Share [Abstract]
Weighted average shares outstanding - basic	46,546	46,361
(Loss) earnings from continuing operations per common share	$ (0.03)	$ 0.27
Net earnings from discontinued operations per common share	$ 0	$ 0
Net (loss) earnings per common share - basic	$ (0.03)	$ 0.27
Diluted [Abstract]
(Loss) earnings from continuing operations	(1,055)	12,566
Less: Net earnings (loss) attributable to noncontrolling interest	301	(9)
(Loss) earnings from continuing operations attributable to Modine	(1,356)	12,575
Less: Undistributed earnings attributable to unvested shares	0	(31)
Net (loss) earnings from continuing operations available to Modine common shareholders	(1,356)	12,544
Net earnings from discontinued operations	177	0
Less: Undistributed earnings attributable to unvested shares	(1)	0
Net earnings from discontinued operations available to Modine common shareholders	176	0
Net (loss) earnings available to Modine common shareholders	$ (1,180)	$ 12,544
Diluted Earnings Per Share [Abstract]
Weighted average shares outstanding - basic	46,546	46,361
Effect of dilutive securities	0	619
Weighted average shares outstanding - diluted	46,546	46,980
(Loss) earnings from continuing operations per common share	$ (0.03)	$ 0.27
Net earnings from discontinued operations per common share	$ 0	$ 0
Net (loss) earnings per common share - diluted	$ (0.03)	$ 0.27
Potential dilutive securities	336
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earning per share (in shares)	1,330	1,165
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earning per share (in shares)	149	152

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Significant Accounting Policies (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Jun. 30, 2012	Mar. 31, 2012	Jun. 30, 2011
Significant Accounting Policies [Abstract]
Long-term restricted cash	$ 3,457	$ 3,721
Restricted cash, noncurrent	1,107	1,371
Cash collateral for insurance liabilities	2,350	2,350
Restatement Adjustment [Member]
Revision of prior period financial [Abstract]
Cost of Goods Sold, decrease			371
Gross Profit increase			371
Selling, General and Administrative Expense, increase			106
Other Income Increase Decrease			197
Provision for income tax increase			1,012
Earnings from continuing operations decreased			550
Income Or (Loss) from Continuing Operations, Per Diluted Share			$ 0.01
Diluted net earnings per share, decrease (in dollars per share)			$ 0.01
Out-of-period adjustments [Abstract]
Pre-Tax Earnings understated		542
Pre-Tax Earnings overstated	$ 542

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Product Warranties and Other Commitments (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Changes in the warranty liability [Roll Forward]
Balance, beginning of period	$ 11,385	$ 14,681
Accruals for warranties issued in current period	1,342	1,549
(Reversals) accruals related to pre-existing warranties	(480)	157
Settlements made	(1,428)	(2,139)
Effect of exchange rate changes	(298)	160
Balance, end of period	10,521	14,408
Other Commitments	$ 13,613

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Indebtedness (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2012	Mar. 31, 2012
Debt Instrument [Line Items]
Long-term debt, fair value	$ 136,452	$ 139,234
Short-term Debt	21,545	21,296
Line of Credit Facility [Line Items]
Available for future borrowings	149,098
Domestic Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Amount outstanding	29,000	9,000
Expiration date	Aug. 31, 2014
Available for future borrowings	116,000
Foreign Credit Facility [Member]
Line of Credit Facility [Line Items]
Available for future borrowings	33,098
6.83% Senior Notes [Member]
Debt Instrument [Line Items]
Long-term debt	$ 125,000
Stated interest rate (in hundredths)	6.83%
Maturity date	Aug. 12, 2020

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Employee Benefit Plans

3 Months Ended

Jun. 30, 2012

Employee Benefit Plans [Abstract]

Employee Benefit Plans

Note 3: Employee Benefit Plans

During the three months ended June 30, 2012 and 2011, the Company recorded compensation expense of $1,629 and $1,229, respectively, related to its defined contribution employee benefit plans.

During the three months ended June 30, 2012 and 2011, the Company elected to contribute $2,150 and $5,050, respectively, to its U.S. pension plans.  The Company anticipates making additional contributions of $8,350 for the remainder of fiscal 2013.

Costs for Modine's pension and postretirement benefit plans for the three months ended June 30, 2012 and 2011 include the following components:

	Pension plans						Postretirement plans
For the three months ended June 30	2012			2011			2012			2011
Service cost	$	141		$	426		$	11		$	12
Interest cost		3,341			3,505			74			85
Expected return on plan assets		(4,031	)		(3,848	)		-			-
Amortization of:
Unrecognized net loss (gain)		1,255			1,996			-			(12	)
Unrecognized prior service credit		-			-			(372	)		(416	)
Net periodic benefit cost (income)	$	706		$	2,079		$	(287	)	$	(331	)

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Inventories (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Mar. 31, 2012
Inventories [Abstract]
Raw materials and work in process	$ 89,662	$ 88,632
Finished goods	35,916	32,187
Total inventories	$ 125,578	$ 120,819

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Inventories (Tables)

3 Months Ended

Jun. 30, 2012

Inventories [Abstract]

Inventories

Inventories consisted of the following:

	June 30, 2012		March 31, 2012
Raw materials and work in process	$	89,662	$	88,632
Finished goods		35,916		32,187
Total inventories	$	125,578	$	120,819

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Earnings Per Share (Tables)

3 Months Ended

Jun. 30, 2012

Earnings Per Share [Abstract]

Components of basic and diluted earnings per share

The computational components of basic and diluted earnings per share are summarized as follows:

	Three months ended June 30
	2012			2011
Basic:
(Loss) earnings from continuing operations	$	(1,055	)	$	12,566
Less: Net earnings (loss) attributable to noncontrolling interest		301			(9	)
(Loss) earnings from continuing operations attributable to Modine		(1,356	)		12,575
Less: Undistributed earnings attributable to unvested shares		-			(48	)
Net (loss) earnings from continuing operations available to Modine common shareholders		(1,356	)		12,527
Net earnings from discontinued operations		177			-
Less: Undistributed earnings attributable to unvested shares		(1	)		-
Net earnings from discontinued operations available to Modine common shareholders		176			-
Net (loss) earnings available to Modine common shareholders	$	(1,180	)	$	12,527
Basic Earnings Per Share:
Weighted average shares outstanding - basic		46,546			46,361
(Loss) earnings from continuing operations per common share	$	(0.03	)	$	0.27
Net earnings from discontinued operations per common share		-			-
Net (loss) earnings per common share - basic	$	(0.03	)	$	0.27

	Three months ended June 30
	2012			2011
Diluted:
(Loss) earnings from continuing operations	$	(1,055	)	$	12,566
Less: Net earnings (loss) attributable to noncontrolling interest		301			(9	)
(Loss) earnings from continuing operations attributable to Modine		(1,356	)		12,575
Less: Undistributed earnings attributable to unvested shares		-			(31	)
Net (loss) earnings from continuing operations available to Modine common shareholders		(1,356	)		12,544
Net earnings from discontinued operations		177			-
Less: Undistributed earnings attributable to unvested shares		(1	)		-
Net earnings from discontinued operations available to Modine common shareholders		176			-
Net (loss) earnings available to Modine common shareholders	$	(1,180	)	$	12,544
Diluted Earnings Per Share:
Weighted average shares outstanding - basic		46,546			46,361
Effect of dilutive securities		-			619
Weighted average shares outstanding - diluted		46,546			46,980
(Loss) earnings from continuing operations per common share	$	(0.03	)	$	0.27
Net earnings from discontinued operations per common share		-			-
Net (loss) earnings per common share - diluted	$	(0.03	)	$	0.27

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Property, Plant and Equipment (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Mar. 31, 2012
Property, Plant and Equipment [Abstract]
Gross property, plant and equipment	$ 1,068,581	$ 1,092,703
Less accumulated depreciation	(674,022)	(680,644)
Net property, plant and equipment	394,559	412,059
Long Lived Assets Held-for-sale [Line Items]
Number of noncurrent assets held for sale	2	2
Assets held-for-sale, long lived	$ 2,450	$ 2,450

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Property, Plant and Equipment (Tables)

3 Months Ended

Jun. 30, 2012

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, plant and equipment consisted of the following:

	June 30, 2012			March 31, 2012
Gross property, plant and equipment	$	1,068,581		$	1,092,703
Less accumulated depreciation		(674,022	)		(680,644	)
Net property, plant and equipment	$	394,559		$	412,059

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Restructuring, Plant Closures and Other Related Costs (Tables)

3 Months Ended

Jun. 30, 2012

Restructuring, Plant Closures and Other Related Costs [Abstract]

Changes in the accrued restructuring liability

Changes in the accrued restructuring liability for the three months ended June 30, 2012 and 2011 were comprised of the following, related to the above-described restructuring activities:

	Three months ended June 30
	2012			2011
Termination Benefits:
Balance, April 1	$	595		$	1,301
Additions		4,502			-
Adjustments		(12	)		(57	)
Effect of exchange rate changes		(8	)		4
Payments		(733	)		(72	)
Balance, June 30	$	4,344		$	1,176

Summary of restructuring and other repositioning costs recorded

The following is the summary of restructuring and other repositioning costs recorded related to the above-described programs during the three months ended June 30, 2012 and 2011:

	Three months ended June 30
	2012		2011
Restructuring expense (income):
Employee severance and related benefits	$	4,490	$	(57	)
Other repositioning costs		271		135
Total restructuring and other repositioning costs	$	4,761	$	78

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Significant Accounting Policies

3 Months Ended

Jun. 30, 2012

Significant Accounting Policies [Abstract]

Significant Accounting Policies

Note 2: Significant Accounting Policies

Restricted cash:  At June 30, 2012 and March 31, 2012, the Company had long-term restricted cash of $3,457 and $3,721, respectively, included in other noncurrent assets, consisting of $1,107 and $1,371, respectively, to secure long-term employee compensation arrangements for certain employees in Europe and $2,350 to collateralize insurance liabilities with an insurance carrier in North America.

Revision of prior period financial statements:  As described in Note 1 and Note 26 of the Notes to Consolidated Financial Statements in Modine's Annual Report on Form 10-K for the year ended March 31, 2012, the quarterly results for fiscal 2012 have been revised as a result of errors identified during fiscal 2012 that were not considered material individually or in the aggregate to previously issued financial statements but were considered significant to the quarters in which they were identified.  For the three months ended June 30, 2011, cost of goods sold decreased $371, gross profit increased $371, selling, general and administrative expenses increased $106, other income- net increased $197, provision for income taxes increased $1,012 and earnings from continuing operations decreased $550 as a result of the revisions.  Diluted earnings per share from continuing operations and diluted net earnings per share decreased $0.01 for the three months ended June 30, 2011 as a result of these revisions.

Out of period adjustments:  During the three months ended June 30, 2012, the Company identified an error related to certain commodity hedges that should have been deemed ineffective in the fourth quarter of fiscal 2012, which understated pre-tax earnings by approximately $542 in the fourth quarter of fiscal 2012, and overstated pre-tax earnings by this same amount in the first quarter of fiscal 2013.  This amount was not considered material to the financial statements of either the fourth quarter of fiscal 2012 or the first quarter of fiscal 2013.

Accounting standards changes and new accounting pronouncements:  In June 2011, the FASB issued an amendment to the accounting guidance for the presentation of comprehensive income. This amendment removes one of the three presentation options for presenting the components of other comprehensive income as part of the statement of changes in shareholders' equity and requires either a single continuous statement of net income and other comprehensive income or a two consecutive statement approach.  This amendment shall be applied retrospectively and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011.  This amendment was adopted for the first quarter of fiscal 2013 in the separate condensed consolidated statements of comprehensive income (two consecutive statement approach).

In September 2011, the FASB issued an amendment to the accounting guidance for testing goodwill for impairment.  The amendment provides an option for companies to first use a qualitative approach to test goodwill for impairment if certain conditions are met.  If it is determined to be more likely than not that the fair value of the reporting unit is less than its carrying amount, entities must perform the quantitative analysis of the goodwill impairment test.  The amendments are effective for goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  The Company is assessing this new guidance and currently does not anticipate any impact on the consolidated financial statements from the adoption of this amendment.

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Goodwill and Intangible Assets (Tables)

3 Months Ended

Jun. 30, 2012

Goodwill and Intangible Assets [Abstract]

Changes in the carrying amount of goodwill

Changes in the carrying amount of goodwill during the first three months of fiscal 2013, by segment and in the aggregate, are summarized in the following table:

	OE -		South			Commercial
	Asia		America			Products			Total
Balance, March 31, 2012	$	520	$	13,498		$	15,915		$	29,933
Fluctuations in foreign currency		-		(1,219	)		(277	)		(1,496	)
Balance, June 30, 2012	$	520	$	12,279		$	15,638		$	28,437

Intangible assets

Intangible assets are comprised of the following:

	June 30, 2012							March 31, 2012
	Gross					Net		Gross					Net
	Carrying		Accumulated			Intangible		Carrying		Accumulated			Intangible
	Value		Amortization			Assets		Value		Amortization			Assets
Amortized intangible assets:
Trademarks	$	8,940	$	(4,271	)	$	4,669	$	9,064	$	(4,180	)	$	4,884
Other intangibles		366		(366	)		-		402		(402	)		-
Total amortized intangible assets		9,306		(4,637	)		4,669		9,466		(4,582	)		4,884
Unamortized intangible assets:
Tradename		837		-			837		921		-			921
Total intangible assets	$	10,143	$	(4,637	)	$	5,506	$	10,387	$	(4,582	)	$	5,805

Total estimated annual amortization expense

Total estimated annual amortization expense expected for the remainder of fiscal year 2013 through 2018 and beyond is as follows:

	Estimated
Fiscal	Amortization
Year	Expense
Remainder of 2013	$	447
2014		596
2015		596
2016		596
2017		596
2018 & Beyond		1,838

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Other Income Net (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Other Income - Net [Abstract]
Equity in earnings (loss) of non-consolidated affiliates	$ 173	$ (402)
Interest income	205	180
Foreign currency transactions	(252)	547
Other non-operating income - net	40	14
Total other (expense) income - net	$ 166	$ 339

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Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Mar. 31, 2012
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Sales from continuing operations	$ 350,376	$ 417,863
Gross Profit	51,585	69,802
Gross profit as percentage of sales	14.70%	16.70%
Earnings (Loss) from continuing operations before income taxes	998	17,607
Total Assets	868,496		893,461
Segment Sales [Member]
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Sales from continuing operations	356,157	426,811
Segment Gross Profit [Member]
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Gross Profit	51,360	69,613
Gross profit as percentage of sales	14.40%	16.30%
Segment Earnings [Member]
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Earnings (Loss) from continuing operations before income taxes	13,106	29,800
Original Equipment - Asia segment [Member]
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Sales from continuing operations	15,791	21,265
Gross Profit	417	3,086
Gross profit as percentage of sales	2.60%	14.50%
Earnings (Loss) from continuing operations before income taxes	(2,262)	813
Total Assets	94,782		102,567
Original Equipment - Europe segment [Member]
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Sales from continuing operations	125,448	166,842
Gross Profit	14,708	25,394
Gross profit as percentage of sales	11.70%	15.20%
Earnings (Loss) from continuing operations before income taxes	(186)	11,607
Total Assets	346,661		370,824
Original Equipment - North America segment [Member]
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Sales from continuing operations	153,626	156,635
Gross Profit	23,602	22,612
Gross profit as percentage of sales	15.40%	14.40%
Earnings (Loss) from continuing operations before income taxes	13,848	10,819
Total Assets	233,779		230,405
Commercial Products [Member]
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Sales from continuing operations	30,141	34,148
Gross Profit	7,897	9,529
Gross profit as percentage of sales	26.20%	27.90%
Earnings (Loss) from continuing operations before income taxes	999	3,371
Total Assets	73,376		68,900
South America [Member]
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Sales from continuing operations	31,151	47,921
Gross Profit	4,736	8,992
Gross profit as percentage of sales	15.20%	18.80%
Earnings (Loss) from continuing operations before income taxes	707	3,190
Total Assets	88,573		96,588
Corporate and Administrative [Member]
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Sales from continuing operations	179	103
Gross Profit	180	169
Gross profit as percentage of sales	0.00%	0.00%
Earnings (Loss) from continuing operations before income taxes	(9,257)	(9,592)
Total Assets	44,175		40,557
Elimination [Member]
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Sales from continuing operations	(5,960)	(9,051)
Gross Profit	45	20
Gross profit as percentage of sales	0.00%	0.00%
Earnings (Loss) from continuing operations before income taxes	22	50
Total Assets	(15,300)		(18,830)
Assets Held-for-sale [Member]
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Total Assets	2,450		2,450
Other items Unallocated Amount to Segment [Member]
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Earnings (Loss) from continuing operations before income taxes	$ (2,873)	$ (2,651)

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) [Abstract]
Net sales	$ 350,376	$ 417,863
Cost of sales	298,791	348,061
Gross profit	51,585	69,802
Selling, general and administrative expenses	43,224	49,601
Restructuring expense (income)	4,490	(57)
Income from operations	3,871	20,258
Interest expense	3,039	2,990
Other expense (income) - net	(166)	(339)
Earnings from continuing operations before income taxes	998	17,607
Provision for income taxes	2,053	5,041
(Loss) earnings from continuing operations	(1,055)	12,566
Earnings from discontinued operations (net of income taxes)	177	0
Net (loss) earnings	(878)	12,566
Less: Net earnings (loss) attributable to noncontrolling interest	301	(9)
Net (loss) earnings attributable to Modine	$ (1,179)	$ 12,575
(Loss) earnings from continuing operations attributable to Modine common shareholders:
Basic (in dollars per share)	$ (0.03)	$ 0.27
Diluted (in dollars per share)	$ (0.03)	$ 0.27
Net (loss) earnings attributable to Modine common shareholders:
Basic (in dollars per share)	$ (0.03)	$ 0.27
Diluted (in dollars per share)	$ (0.03)	$ 0.27

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Restructuring, Plant Closures and Other Related Costs (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Restructuring expense (income) [Abstract]
Employee severance and related benefits	$ 4,490	$ (57)
Total restructuring and other repositioning expense	4,761	78
Other Restructuring [Member]
Restructuring Cost and Reserve [Line Items]
Costs incurred to date	4,502
Costs incurred to date - other	59
Expected cost	12,500
Expected future cash costs	17,000
Accrued Restructuring Liability [Roll Forward]
Beginning Balance	595	1,301
Additions	4,502	0
Adjustment	(12)	(57)
Effect of exchange rate changes	(8)	4
Payments	(733)	(72)
Ending Balance	4,344	1,176
Cost of Sales [Member]
Restructuring expense (income) [Abstract]
Other repositioning costs	271	135
Restructuring Expense (Income) [Member]
Restructuring expense (income) [Abstract]
Employee severance and related benefits	$ 4,490	$ (57)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Cash flows from operating activities:
Net (loss) earnings	$ (878)	$ 12,566
Adjustments to reconcile net (loss) earnings with net cash provided by (used for) operating activities:
Depreciation and amortization	14,049	14,952
Other - net	4,074	2,487
Net changes in operating assets and liabilities, excluding dispositions	(12,470)	(44,004)
Net cash provided by (used for) operating activities	4,775	(13,999)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(11,734)	(12,644)
Proceeds from dispositions of assets	85	761
Settlement of derivative contracts	(779)	269
Other - net	163	172
Net cash used for investing activities	(12,265)	(11,442)
Cash flows from financing activities:
Short-term debt - net	822	83
Borrowings of long-term debt	54,366	75,045
Repayments of long-term debt	(34,855)	(35,629)
Capital contribution by noncontrolling interest in joint venture	0	936
Other - net	(204)	(97)
Net cash provided by financing activities	20,129	40,338
Effect of exchange rate changes on cash	(894)	501
Net increase in cash and cash equivalents	11,745	15,398
Cash and cash equivalents at beginning of period	31,445	32,930
Cash and cash equivalents at end of period	$ 43,190	$ 48,328

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Product Warranties and Other Commitments (Tables)

3 Months Ended

Jun. 30, 2012

Product Warranties and Other Commitments [Abstract]

Changes in the warranty liability

Changes in the warranty liability were as follows:

	Three months ended June 30
	2012			2011
Balance, April 1	$	11,385		$	14,681
Accruals for warranties issued in current period		1,342			1,549
(Reversals) accruals related to pre-existing warranties		(480	)		157
Settlements made		(1,428	)		(2,139	)
Effect of exchange rate changes		(298	)		160
Balance, June 30	$	10,521		$	14,408

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Product Warranties and Other Commitments

3 Months Ended

Jun. 30, 2012

Product Warranties and Other Commitments [Abstract]

Product Warranties and Other Commitments

Note 16: Product Warranties and Other Commitments

Changes in the warranty liability were as follows:

	Three months ended June 30
	2012			2011
Balance, April 1	$	11,385		$	14,681
Accruals for warranties issued in current period		1,342			1,549
(Reversals) accruals related to pre-existing warranties		(480	)		157
Settlements made		(1,428	)		(2,139	)
Effect of exchange rate changes		(298	)		160
Balance, June 30	$	10,521		$	14,408

Commitments: At June 30, 2012, the Company had capital expenditure commitments of $13,613.  Significant commitments include tooling and equipment expenditures for new and renewal platforms with new and current customers in Europe and North America along with new program launches in Asia.

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Segment Information (Tables)

3 Months Ended

Jun. 30, 2012

Segment Information [Abstract]

Net sales, gross profit, earnings (loss) from continuing operations before income taxes and total assets by segment:

The following is a summary of net sales, gross profit, earnings from continuing operations before income taxes and total assets by segment:

	Three months ended June 30
	2012			2011
Sales :
Original Equipment - Asia	$	15,791		$	21,265
Original Equipment - Europe		125,448			166,842
Original Equipment - North America		153,626			156,635
South America		31,151			47,921
Commercial Products		30,141			34,148
Segment sales		356,157			426,811
Corporate and administrative		179			103
Eliminations		(5,960	)		(9,051	)
Sales from continuing operations	$	350,376		$	417,863

	Three months ended June 30
	2012				2011
Gross profit:	% of sales				% of sales
Original Equipment - Asia	$	417	2.6	%	$	3,086	14.5	%
Original Equipment - Europe		14,708	11.7	%		25,394	15.2	%
Original Equipment - North America		23,602	15.4	%		22,612	14.4	%
South America		4,736	15.2	%		8,992	18.8	%
Commercial Products		7,897	26.2	%		9,529	27.9	%
Segment gross profit		51,360	14.4	%		69,613	16.3	%
Corporate and administrative		180	-			169	-
Eliminations		45	-			20	-
Gross profit	$	51,585	14.7	%	$	69,802	16.7	%

Operating (loss) earnings:
Original Equipment - Asia	$	(2,262	)	$	813
Original Equipment - Europe		(186	)		11,607
Original Equipment - North America		13,848			10,819
South America		707			3,190
Commercial Products		999			3,371
Segment earnings		13,106			29,800
Corporate and administrative		(9,257	)		(9,592	)
Eliminations		22			50
Other items not allocated to segments		(2,873	)		(2,651	)
Earnings from continuing operations before income taxes	$	998		$	17,607

	June 30, 2012			March 31, 2012
Assets:
Original Equipment - Asia	$	94,782		$	102,567
Original Equipment - Europe		346,661			370,824
Original Equipment - North America		233,779			230,405
South America		88,573			96,588
Commercial Products		73,376			68,900
Corporate and administrative		44,175			40,557
Assets held for sale		2,450			2,450
Eliminations		(15,300	)		(18,830	)
Total assets	$	868,496		$	893,461

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Contingencies and Litigation

3 Months Ended

Jun. 30, 2012

Contingencies and Litigation [Abstract]

Contingencies and Litigation

Note 18: Contingencies and Litigation

Market risk:  The Company sells a broad range of products that provide thermal solutions to a diverse group of customers operating primarily in the commercial vehicle, off-highway, automotive and commercial heating and air conditioning markets.  The Company operates in diversified markets as a strategy for offsetting the risk associated with a downturn in any one or more of the markets it serves.  The Company pursues new market opportunities after careful consideration of the potential associated risks and benefits.  Successes in new markets are dependent on the Company's ability to commercialize its investments.  Current examples of new and emerging markets for Modine include those related to waste heat recovery and expansion into the Chinese and Indian markets.  However, the risk associated with any market downturn, such as the downturn experienced in fiscal 2009 and 2010, is still present.

Credit risk:  The Company manages credit risks through its focus on the following:

· Cash and investments - reviewing cash deposits and short-term investments to ensure banks have credit ratings acceptable to the Company and that all short-term investments are maintained in secured or guaranteed instruments;

· Pension assets - ensuring that investments within these plans provide reasonable diversification; monitoring of investment teams and ensuring that portfolio managers are adhering to the Company's investment policies and directives; and ensuring that exposure to high risk securities and other similar assets is limited; and

· Insurance - ensuring that insurance providers have acceptable financial ratings to the Company.

Counterparty risks:  The Company manages counterparty risks through its focus on the following:

· Customers - performing thorough review of customer credit reports and accounts receivable aging reports by internal credit committees;

· Suppliers - implementing a supplier risk management program and utilizing industry sources to identify and mitigate high risk situations; and

· Derivatives - ensuring that counterparties to derivative instruments have acceptable credit ratings to the Company.

European value added tax:  During fiscal 2012, the Company determined that it was not properly applying value added tax (VAT) to various cross border transactions within the Original Equipment - Europe segment.  At June 30, 2012 and March 31, 2012, the Company had recorded an estimated liability for the VAT exposures of $10,683, which consists of unpaid VAT and estimated interest and penalties that may be levied against the Company by taxing authorities.  The Company is in the process of reporting this matter to the applicable taxing authorities, and cannot provide assurance about the ultimate resolution at this time.

Environmental: At present, the United States Environmental Protection Agency ("USEPA") has designated the Company as a potentially responsible party ("PRP") for remediation of six sites with which the Company had involvement.  These sites include: Auburn Incinerator, Inc./Lake Calumet Cluster (Illinois), Cam-Or (Indiana), a scrap metal site known as Chemetco (Illinois), Circle Environmental of Dawson (two sites: Dawson, GA and Terrell County, GA), and LWD, Inc. (Kentucky).  In addition, Modine is voluntarily participating in the care of an inactive landfill owned by the City of Trenton (Missouri).  These sites are not Company-owned and allegedly contain materials attributable to Modine from past operations.  The percentage of material allegedly attributable to Modine is relatively low.  Remediation of these sites is in various stages of administrative or judicial proceedings and includes recovery of past governmental costs and the costs of future investigations and remedial actions.  The Company accrues for costs anticipated for the remedial settlement of the sites listed above if they are probable and can be reasonably determined.  Costs anticipated for the remedial settlement of the sites listed above that are not probable or cannot be reasonably determined at this time have not been accrued; however, the Company does not believe any potential costs are material due to Modine's relatively small portion of contributed materials.

The Company actively monitors and addresses environmental issues and has recorded environmental investigation and remediation expense accruals for groundwater contamination at its manufacturing facility in Brazil and subsurface contamination at its former manufacturing facility in the Netherlands, along with other lesser issues at certain facilities located in the United States.  These expenditures generally relate to facilities where past operations followed practices and procedures that were considered acceptable under then existing regulations, or where the Company is a successor to the obligations of prior owners and current laws and regulations require investigative and/or remedial work to ensure sufficient environmental compliance.  The reserves for these environmental matters totaled $6,102 and $6,946 at June 30, 2012 and March 31, 2012, respectively.  During the three months ended June 30, 2012 and June 30, 2011, additional reserves of $20 and $70, respectively, were recorded as a component of continuing operations.  During the three months ended June 30, 2012 reductions to the reserves of $177 were recorded as a component of discontinued operations.  As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary.  Based on currently available information, Modine believes that the ultimate outcome of these matters, individually and in the aggregate, will not have a material adverse effect on the financial position or overall trends in results of operations.  However, these matters are subject to inherent uncertainties, and unfavorable outcomes could occur, including significant monetary damages.  During fiscal 2011, one of the adjacent businesses to the operation in Brazil filed suit against Modine's Brazilian subsidiary seeking remediation and certain other damages as a result of the contamination.  The Company is defending this suit and believes that the ultimate outcome of this matter will not be material.

Other litigation:  In the normal course of business, the Company and its subsidiaries are named as defendants in various other lawsuits and enforcement proceedings by private parties, the Occupational Safety and Health Administration, the USEPA, other governmental agencies and others in which claims are asserted against the Company.  At June 30, 2012 and March 31, 2012, the Company did not have an accrual related to any such matter that was not deemed probable.

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Overview

3 Months Ended

Jun. 30, 2012

Overview [Abstract]

Overview

Note 1: General

The accompanying condensed consolidated financial statements were prepared in conformity with generally accepted accounting principles (GAAP) in the United States applied on a basis consistent with those principles used in the preparation of the annual consolidated financial statements by Modine Manufacturing Company (Modine or the Company) for the year ended March 31, 2012.  The financial statements include all normal recurring adjustments that are, in the opinion of management, necessary for a fair statement of results for the interim periods.  Results for the first three months of fiscal 2013 are not necessarily indicative of the results to be expected for the full year.

These financial statements should be read in conjunction with the consolidated financial statements and related notes in Modine's Annual Report on Form 10-K for the year ended March 31, 2012.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) [Abstract]
Net (loss) earnings	$ (878)	$ 12,566
Other comprehensive (loss) income, net of tax:
Foreign currency translation	(18,965)	7,662
Cash flow hedges	724	(2,112)
Change in benefit plan adjustment	999	1,553
Total other comprehensive (loss) income, net of tax	(17,242)	7,103
Comprehensive (loss) income	(18,120)	19,669
Comprehensive income (loss) attributable to noncontroling interest	301	(9)
Comprehensive (loss) income attributable to Modine	$ (18,421)	$ 19,678

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Goodwill and Intangible Assets

3 Months Ended

Jun. 30, 2012

Goodwill and Intangible Assets [Abstract]

Goodwill and Intangible Assets

Note 11: Goodwill and Intangible Assets

Changes in the carrying amount of goodwill during the first three months of fiscal 2013, by segment and in the aggregate, are summarized in the following table:

	OE -		South			Commercial
	Asia		America			Products			Total
Balance, March 31, 2012	$	520	$	13,498		$	15,915		$	29,933
Fluctuations in foreign currency		-		(1,219	)		(277	)		(1,496	)
Balance, June 30, 2012	$	520	$	12,279		$	15,638		$	28,437

Intangible assets are comprised of the following:

	June 30, 2012							March 31, 2012
	Gross					Net		Gross					Net
	Carrying		Accumulated			Intangible		Carrying		Accumulated			Intangible
	Value		Amortization			Assets		Value		Amortization			Assets
Amortized intangible assets:
Trademarks	$	8,940	$	(4,271	)	$	4,669	$	9,064	$	(4,180	)	$	4,884
Other intangibles		366		(366	)		-		402		(402	)		-
Total amortized intangible assets		9,306		(4,637	)		4,669		9,466		(4,582	)		4,884
Unamortized intangible assets:
Tradename		837		-			837		921		-			921
Total intangible assets	$	10,143	$	(4,637	)	$	5,506	$	10,387	$	(4,582	)	$	5,805

Amortization expense for the three months ended June 30, 2012 and 2011 was $150 and $160, respectively.  

Total estimated annual amortization expense expected for the remainder of fiscal year 2013 through 2018 and beyond is as follows:

	Estimated
Fiscal	Amortization
Year	Expense
Remainder of 2013	$	447
2014		596
2015		596
2016		596
2017		596
2018 & Beyond		1,838

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Document and Entity Information (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Jun. 30, 2012	Aug. 01, 2012	Sep. 30, 2011
Document and Entity Information [Abstract]
Entity Registrant Name	MODINE MANUFACTURING CO
Entity Central Index Key	0000067347
Current Fiscal Year End Date	--03-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float			$ 424
Entity Common Stock, Shares Outstanding		47,111,744
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2012

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Indebtedness

3 Months Ended

Jun. 30, 2012

Indebtedness [Abstract]

Indebtedness

Note 12: Indebtedness

The Company has $125,000 outstanding on 6.83 percent Senior Notes, maturing on August 12, 2020.  As of June 30, 2012, the Company also had $29,000 outstanding under its $145,000 domestic revolving credit facility which expires in August 2014.  At March 31, 2012, the Company had $9,000 outstanding on this domestic revolving credit facility.

Provisions contained in the Company's revolving credit facility and Senior Note agreements require the Company to maintain compliance with various covenants.  The Company was in compliance with its covenants as of June 30, 2012.

Modine also maintained credit agreements with foreign banks with outstanding short term borrowings at June 30, 2012 and March 31, 2012 of $21,545 and $21,296, respectively.  The foreign unused lines of credit in Europe, Brazil, and China at June 30, 2012 were approximately $33,098.  Domestic unused lines of credit at June 30, 2012 were $116,000.  In aggregate, the Company had total available lines of credit of $149,098 at June 30, 2012.

The fair value of long-term debt is estimated by discounting the future cash flows at rates offered to the Company for similar debt instruments of comparable maturities.  At June 30, 2012 and March 31, 2012, the carrying value of Modine's long-term debt approximated fair value, with the exception of the Senior Notes, which had a fair value of approximately $136,452 and $139,234 at June 30, 2012 and March 31, 2012, respectively.  The fair value of the Senior Notes is categorized within Level 2 of the hierarchy.  Refer to Note 15 for the definition of a Level 2 fair value measurement.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Mar. 31, 2012
Current assets:
Cash and cash equivalents	$ 43,190	$ 31,445
Trade receivables, less allowance for doubtful accounts of $940 and $809	190,057	216,103
Inventories	125,578	120,819
Deferred income taxes and other current assets	63,465	59,164
Total current assets	422,290	427,531
Noncurrent assets:
Property, plant and equipment - net	394,559	412,059
Investment in affiliates	4,044	3,728
Goodwill	28,437	29,933
Intangible assets - net	5,506	5,805
Other noncurrent assets	13,660	14,405
Total noncurrent assets	446,206	465,930
Total assets	868,496	893,461
Current liabilities:
Short-term debt	21,545	21,296
Long-term debt - current portion	558	1,093
Accounts payable	140,066	156,907
Accrued compensation and employee benefits	49,246	50,643
Income taxes	2,803	4,494
Accrued expenses and other current liabilities	61,154	63,118
Total current liabilities	275,372	297,551
Noncurrent liabilities:
Long-term debt	161,553	141,892
Deferred income taxes	11,906	12,297
Pensions	90,323	94,091
Postretirement benefits	6,489	6,426
Other noncurrent liabilities	14,068	15,072
Total noncurrent liabilities	284,339	269,778
Total liabilities	559,711	567,329
Commitments and contingencies (see note 18)
Shareholders' equity:
Preferred stock, $0.025 par value, authorized 16,000 shares, issued - none	0	0
Common stock, $0.625 par value, authorized 80,000 shares, issued 47,714 and 47,361 shares, respectively	29,821	29,600
Additional paid-in capital	168,962	168,290
Retained earnings	230,649	231,828
Accumulated other comprehensive loss	(107,548)	(90,306)
Treasury stock at cost: 611 and 594 shares, respectively	(14,616)	(14,505)
Total Modine shareholders' equity	307,268	324,907
Noncontrolling interest	1,517	1,225
Total equity	308,785	326,132
Total liabilities and shareholders' equity	$ 868,496	$ 893,461

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Income Taxes

3 Months Ended

Jun. 30, 2012

Income Taxes [Abstract]

Income Taxes

Note 6: Income Taxes

For the three months ended June 30, 2012 and 2011, the Company's effective income tax rate attributable to earnings from continuing operations before income taxes was 205.8 percent and 28.6 percent, respectively.

The most significant factors impacting changes in the effective tax rate for the three months ended June 30, 2012 as compared to prior periods were changes in the valuation allowance for certain foreign losses for which no benefit is recognized.  During the three months ended June 30, 2012, the Company continued to record a full valuation allowance against its net deferred tax assets located in the U.S. and certain foreign jurisdictions as it is more likely than not that these assets will not be realized based on historical performance.  The Company will continue to provide a valuation allowance against its net deferred tax assets in each of the applicable jurisdictions going forward until the need for a valuation allowance is eliminated.  The need for a valuation allowance will be eliminated when the Company determines it is more likely than not that the deferred tax assets will be realized.  It is possible that by the end of fiscal 2013, the U.S. taxing jurisdiction will no longer be in a cumulative three year loss position thereby removing significant negative evidence concerning valuation allowance.  Throughout the remainder of fiscal 2013, all positive and negative evidence will be further analyzed in order to determine the propriety of the valuation allowance against the net deferred tax assets of this jurisdiction.

Accounting policies for interim reporting require the Company to adjust its effective tax rate each quarter to be consistent with the estimated annual effective tax rate.  Under this effective tax rate methodology, the Company applies an estimated annual income tax rate to its year-to-date ordinary earnings to derive its income tax provision each quarter.  The tax impact of certain significant, unusual or infrequently occurring items must be recorded in the interim period in which they occur. For the three months ended June 30, 2012, the U.S. taxing jurisdiction had pre-tax earnings and is forecasting pre-tax earnings for the full fiscal year.  As a result, the U.S. taxing jurisdiction is no longer considered on a discrete basis but is included in the overall annual effective tax rate methodology.  The impact of the Company's operations in Germany, Austria and certain other foreign locations continue to be excluded from the overall effective tax rate methodology and recorded discretely based upon year-to-date results as these operations anticipate net operating losses for the year for which no tax benefit can be recognized.  The income taxes for the Company's other foreign operations continue to be estimated under the overall effective tax rate methodology.

The Company does not anticipate the gross liability for unrecognized tax benefits to significantly change in the next twelve months other than that which will result from the expiration of the applicable statutes of limitation.  The Company files income tax returns in multiple jurisdictions and is subject to examination by taxing authorities throughout the world.  The tax audit in Germany covering fiscal years 2006 through 2010 commenced during the first quarter of fiscal 2013 and is in its early stages.  The Company has not been notified of any other tax examinations covering open periods.

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Other Income Net

3 Months Ended

Jun. 30, 2012

Other Income - Net [Abstract]

Other Income - Net

Note 5: Other Income - Net

Other income - net was comprised of the following:

	Three months ended June 30
	2012			2011
Equity in earnings (loss) of non-consolidated affiliates	$	173		$	(402	)
Interest income		205			180
Foreign currency transactions		(252	)		547
Other non-operating income - net		40			14
Total other income - net	$	166		$	339

Foreign currency transactions for the three months ended June 30, 2012 and 2011 were primarily comprised of foreign currency transaction (losses) gains on the re-measurement or settlement of foreign currency-denominated assets and liabilities, including inter-company loans and transactions denominated in a foreign currency.

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Segment Information

3 Months Ended

Jun. 30, 2012

Segment Information [Abstract]

Segment Information

Note 17: Segment Information

The following is a summary of net sales, gross profit, earnings from continuing operations before income taxes and total assets by segment:

	Three months ended June 30
	2012			2011
Sales :
Original Equipment - Asia	$	15,791		$	21,265
Original Equipment - Europe		125,448			166,842
Original Equipment - North America		153,626			156,635
South America		31,151			47,921
Commercial Products		30,141			34,148
Segment sales		356,157			426,811
Corporate and administrative		179			103
Eliminations		(5,960	)		(9,051	)
Sales from continuing operations	$	350,376		$	417,863

	Three months ended June 30
	2012				2011
Gross profit:	% of sales				% of sales
Original Equipment - Asia	$	417	2.6	%	$	3,086	14.5	%
Original Equipment - Europe		14,708	11.7	%		25,394	15.2	%
Original Equipment - North America		23,602	15.4	%		22,612	14.4	%
South America		4,736	15.2	%		8,992	18.8	%
Commercial Products		7,897	26.2	%		9,529	27.9	%
Segment gross profit		51,360	14.4	%		69,613	16.3	%
Corporate and administrative		180	-			169	-
Eliminations		45	-			20	-
Gross profit	$	51,585	14.7	%	$	69,802	16.7	%

Operating (loss) earnings:
Original Equipment - Asia	$	(2,262	)	$	813
Original Equipment - Europe		(186	)		11,607
Original Equipment - North America		13,848			10,819
South America		707			3,190
Commercial Products		999			3,371
Segment earnings		13,106			29,800
Corporate and administrative		(9,257	)		(9,592	)
Eliminations		22			50
Other items not allocated to segments		(2,873	)		(2,651	)
Earnings from continuing operations before income taxes	$	998		$	17,607

	June 30, 2012			March 31, 2012
Assets:
Original Equipment - Asia	$	94,782		$	102,567
Original Equipment - Europe		346,661			370,824
Original Equipment - North America		233,779			230,405
South America		88,573			96,588
Commercial Products		73,376			68,900
Corporate and administrative		44,175			40,557
Assets held for sale		2,450			2,450
Eliminations		(15,300	)		(18,830	)
Total assets	$	868,496		$	893,461

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Financial Instruments

3 Months Ended

Jun. 30, 2012

Financial Instruments [Abstract]

Financial Instruments [Text Block]

Note 13: Financial Instruments

Concentrations of Credit Risk: The Company invests excess cash in investment quality short-term liquid debt instruments.  Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of accounts receivable.  The Company sells a broad range of products that provide thermal solutions to a diverse group of customers operating throughout the world.  At June 30, 2012 and March 31, 2012, approximately 52 percent and 54 percent, respectively, of the Company's trade accounts receivables were from the Company's top ten individual customers.  These customers operate primarily in the automotive, truck and heavy equipment markets and are all influenced by many of the same market and general economic factors.  To reduce credit risk, the Company performs periodic customer credit evaluations and actively monitors their financial condition and developing business news.  The Company does not generally require collateral or advanced payments from its customers, but does so in those cases where a substantial credit risk is identified.  Credit losses to customers operating in the markets served by the Company have not been material.  Total bad debt write-offs have been well below one percent of outstanding trade receivable balances for the presented periods.  See Note 18 for further discussion on market, credit and counterparty risks.

Inter-Company Loans Denominated in Foreign Currencies:  The Company has certain foreign-denominated inter-company loans that are sensitive to foreign exchange rates.  At June 30, 2012, the Company has inter-company loans outstanding of $12,000 between two loans to its wholly owned subsidiary, Modine Thermal Systems (Changzhou) Co. Ltd. (Changzhou, China), with various maturity dates through July 2013.   These inter-company loans are sensitive to movement in foreign exchange rates, and the Company does not have any derivative instruments to hedge this exposure at June 30, 2012.

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Property, Plant and Equipment

3 Months Ended

Jun. 30, 2012

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Note 9: Property, Plant and Equipment

Property, plant and equipment consisted of the following:

	June 30, 2012			March 31, 2012
Gross property, plant and equipment	$	1,068,581		$	1,092,703
Less accumulated depreciation		(674,022	)		(680,644	)
Net property, plant and equipment	$	394,559		$	412,059

Assets held for sale of $2,450 at June 30, 2012 and March 31, 2012, respectively, included in noncurrent assets, consist of two facilities that the Company has closed within the Original Equipment - North America segment.  The Company is currently marketing the facilities held for sale.

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Earnings Per Share

3 Months Ended

Jun. 30, 2012

Earnings Per Share [Abstract]

Earnings Per Share

Note 7: Earnings Per Share

The computational components of basic and diluted earnings per share are summarized as follows:

	Three months ended June 30
	2012			2011
Basic:
(Loss) earnings from continuing operations	$	(1,055	)	$	12,566
Less: Net earnings (loss) attributable to noncontrolling interest		301			(9	)
(Loss) earnings from continuing operations attributable to Modine		(1,356	)		12,575
Less: Undistributed earnings attributable to unvested shares		-			(48	)
Net (loss) earnings from continuing operations available to Modine common shareholders		(1,356	)		12,527
Net earnings from discontinued operations		177			-
Less: Undistributed earnings attributable to unvested shares		(1	)		-
Net earnings from discontinued operations available to Modine common shareholders		176			-
Net (loss) earnings available to Modine common shareholders	$	(1,180	)	$	12,527
Basic Earnings Per Share:
Weighted average shares outstanding - basic		46,546			46,361
(Loss) earnings from continuing operations per common share	$	(0.03	)	$	0.27
Net earnings from discontinued operations per common share		-			-
Net (loss) earnings per common share - basic	$	(0.03	)	$	0.27

	Three months ended June 30
	2012			2011
Diluted:
(Loss) earnings from continuing operations	$	(1,055	)	$	12,566
Less: Net earnings (loss) attributable to noncontrolling interest		301			(9	)
(Loss) earnings from continuing operations attributable to Modine		(1,356	)		12,575
Less: Undistributed earnings attributable to unvested shares		-			(31	)
Net (loss) earnings from continuing operations available to Modine common shareholders		(1,356	)		12,544
Net earnings from discontinued operations		177			-
Less: Undistributed earnings attributable to unvested shares		(1	)		-
Net earnings from discontinued operations available to Modine common shareholders		176			-
Net (loss) earnings available to Modine common shareholders	$	(1,180	)	$	12,544
Diluted Earnings Per Share:
Weighted average shares outstanding - basic		46,546			46,361
Effect of dilutive securities		-			619
Weighted average shares outstanding - diluted		46,546			46,980
(Loss) earnings from continuing operations per common share	$	(0.03	)	$	0.27
Net earnings from discontinued operations per common share		-			-
Net (loss) earnings per common share - diluted	$	(0.03	)	$	0.27

For the three months ended June 30, 2012, the total number of potential dilutive securities was 336.  However, these securities were not included in the computation of diluted net loss per common share for the three months ended June 30, 2012, since to do so would decrease the loss per share.  In addition, for the three months ended June 30, 2012, 1,330 of common shares issuable upon the exercise of stock options and 149 restricted stock awards were anti-dilutive and were excluded from the calculation of diluted earnings per share. For the three months ended June 30, 2011, 1,165 of common shares issuable upon the exercise of stock options and 152 restricted stock awards were anti-dilutive and were excluded from the calculation of diluted earnings per share.

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Inventories

3 Months Ended

Jun. 30, 2012

Inventories [Abstract]

Inventories

Note 8: Inventories

Inventories consisted of the following:

	June 30, 2012		March 31, 2012
Raw materials and work in process	$	89,662	$	88,632
Finished goods		35,916		32,187
Total inventories	$	125,578	$	120,819

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Restructuring, Plant Closures and Other Related Costs

3 Months Ended

Jun. 30, 2012

Restructuring, Plant Closures and Other Related Costs [Abstract]

Restructuring, Plant Closures and Other Related Costs

Note 10: Restructuring, Plant Closures and Other Related Costs

During fiscal 2013, the Company announced its intention to restructure its Original Equipment - Europe segment.  The Company expects actions will include exiting certain non-core product lines based on our global product strategy, reducing manufacturing costs, implementing headcount reductions, and disposing of or selling certain fixed assets.  The restructuring plan is designed to align the cost structure of the segment with the strategic focus on the commercial vehicle market, while improving gross margin and return on average capital employed.

Since the commencement of the Original Equipment - Europe segment restructuring plan, the Company has incurred $4,502 of termination charges and $59 of other closure costs, in the aggregate.  The Company anticipates incurring additional costs of approximately $12,500 through fiscal 2017 (with the majority being incurred through fiscal 2014), consisting of additional headcount reductions and equipment moving costs.  Total future cash expenditures of approximately $17,000 are anticipated to be incurred related to this restructuring plan.

Prior to fiscal 2013, the Company had been executing a restructuring plan in the U.S. and its Tubingen, Germany facility.  The final plant closure under this restructuring plan was completed in the fourth quarter of fiscal 2012.

Changes in the accrued restructuring liability for the three months ended June 30, 2012 and 2011 were comprised of the following, related to the above-described restructuring activities:

	Three months ended June 30
	2012			2011
Termination Benefits:
Balance, April 1	$	595		$	1,301
Additions		4,502			-
Adjustments		(12	)		(57	)
Effect of exchange rate changes		(8	)		4
Payments		(733	)		(72	)
Balance, June 30	$	4,344		$	1,176

The following is the summary of restructuring and other repositioning costs recorded related to the above-described programs during the three months ended June 30, 2012 and 2011:

	Three months ended June 30
	2012		2011
Restructuring expense (income):
Employee severance and related benefits	$	4,490	$	(57	)
Other repositioning costs		271		135
Total restructuring and other repositioning costs	$	4,761	$	78

Total restructuring and other repositioning costs were recorded in the consolidated statement of operations for the three months ended June 30, 2012 as follows: $271 was recorded as a component of cost of sales and $4,490 was recorded as restructuring expense.  Total restructuring and other repositioning costs were recorded in the consolidated statement of operations for the three months ended June 30, 2011 as follows: $135 was recorded as a component of cost of sales and $57 was recorded as restructuring income.  The Company accrues severance in accordance with its policies and relevant statutory requirements.  Restructuring income relates to reversals of severance liabilities due to employee terminations prior to completion of required retention periods.

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Fair Value Measurements (Tables)

3 Months Ended

Jun. 30, 2012

Fair Value Measurements [Abstract]

The assets and liabilities that are measured at fair value on a recurring basis

At June 30, 2012, the assets and liabilities that are measured at fair value on a recurring basis are classified as follows:

	Level 1		Level 2		Level 3		Total Assets / Liabilities at Fair Value
Assets:
Trading securities (short term investments)	$	1,932	$	10	$	-	$	1,942
Derivative financial instruments		-		463		-		463
Total assets	$	1,932	$	473	$	-	$	2,405
Liabilities:
Derivative financial instruments	$	-	$	4,265	$	-	$	4,265
Deferred compensation obligation		1,933		10		-		1,943
Total liabilitites	$	1,933	$	4,275	$	-	$	6,208

At March 31, 2012, the assets and liabilities that are measured at fair value on a recurring basis were classified as follows:

	Level 1		Level 2		Level 3		Total Assets / Liabilities at Fair Value
Assets:
Trading securities (short term investments)	$	1,784	$	12	$	-	$	1,796
Derivative financial instruments		-		361		-		361
Total assets	$	1,784	$	373	$	-	$	2,157
Liabilities:
Derivative financial instruments	$	-	$	3,530	$	-	$	3,530
Deferred compensation obligation		1,823		12		-		1,835
Total liabilities	$	1,823	$	3,542	$	-	$	5,365

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Fair Value Measurements (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Mar. 31, 2012
Assets, Fair Value Disclosure [Abstract]
Trading securities (short term investments), Fair Value	$ 1,942	$ 1,796
Derivative financial instruments, Fair Value	463	361
Assets, Fair Value Disclosure, Total	2,405	2,157
Liabilities, Fair Value Disclosure [Abstract]
Derivative Financial Instruments, Liabilities, Fair Value Disclosure	4,265	3,530
Deferred compensation obligation, Fair Value	1,943	1,835
Total liabilities, Fair Value	6,208	5,365
Level 1 [Member]
Assets, Fair Value Disclosure [Abstract]
Trading securities (short term investments), Fair Value	1,932	1,784
Derivative financial instruments, Fair Value	0	0
Assets, Fair Value Disclosure, Total	1,932	1,784
Liabilities, Fair Value Disclosure [Abstract]
Derivative Financial Instruments, Liabilities, Fair Value Disclosure	0	0
Deferred compensation obligation, Fair Value	1,933	1,823
Total liabilities, Fair Value	1,933	1,823
Level 2 [Member]
Assets, Fair Value Disclosure [Abstract]
Trading securities (short term investments), Fair Value	10	12
Derivative financial instruments, Fair Value	463	361
Assets, Fair Value Disclosure, Total	473	373
Liabilities, Fair Value Disclosure [Abstract]
Derivative Financial Instruments, Liabilities, Fair Value Disclosure	4,265	3,530
Deferred compensation obligation, Fair Value	10	12
Total liabilities, Fair Value	4,275	3,542
Level 3 [Member]
Assets, Fair Value Disclosure [Abstract]
Trading securities (short term investments), Fair Value	0	0
Derivative financial instruments, Fair Value	0	0
Assets, Fair Value Disclosure, Total	0	0
Liabilities, Fair Value Disclosure [Abstract]
Derivative Financial Instruments, Liabilities, Fair Value Disclosure	0	0
Deferred compensation obligation, Fair Value	0	0
Total liabilities, Fair Value	$ 0	$ 0

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Fair Value Measurements

3 Months Ended

Jun. 30, 2012

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 15: Fair Value Measurements

Fair value measurements are classified under the following hierarchy:

· Level 1 - Quoted prices for identical instruments in active markets.

· Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets.

· Level 3 - Model-derived valuations in which one or more significant inputs or significant value-drivers are unobservable.

When available, the Company uses quoted market prices to determine fair value and classified such measurements within Level 1.  In some cases, where market prices are not available, the Company makes use of observable market-based inputs to calculate fair value, in which case the measurements are classified within Level 2.  If quoted or observable market prices are not available, fair value is based upon internally developed models that use, where possible, current market-based parameters such as interest rates, yield curves, currency rates, etc.  These measurements are classified within Level 3.

Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation.  A measurement may therefore be classified within Level 3 even though there may be significant inputs that are readily observable.

Trading securities

The Company's trading securities are a mix of various investments maintained in a deferred compensation trust to fund future obligations under Modine's non-qualified deferred compensation plan.  The securities' fair values are the market values from active markets (such as New York Stock Exchange (NYSE)) and are classified within Level 1 of the valuation hierarchy.  The fair values of money market investments have been determined to approximate their net asset values, with no discounts for credit quality or liquidity restrictions and are classified within Level 2 of the valuation hierarchy.

Derivative financial instruments

As part of the Company's risk management strategy, Modine enters into derivative transactions to mitigate certain identified exposures.  The derivative instruments include currency options and commodity derivatives.  These are not exchange traded and are customized over-the-counter derivative transactions.  These derivative exposures are with counterparties that have long-term credit ratings of BBB - or better.

The Company measures fair values assuming that the unit of account is an individual derivative transaction and those derivatives are sold or transferred on a stand-alone basis.  Therefore, derivative assets and liabilities are presented on a gross basis without consideration of master netting arrangements.  The Company estimates the fair value of these derivative instruments based on dealer quotes as the dealer is willing to settle at the quoted prices.  These derivative instruments are classified within Level 2 of the valuation hierarchy.

Deferred compensation obligation

The fair value of the deferred compensation obligation is recorded at the fair value of the investments held by the deferred compensation trust.  As noted above, the fair values for the securities are the market values directly from active markets (such as NYSE) and are classified within Level 1 of the valuation hierarchy.  The fair values of money market investments have been determined to approximate their net asset values, with no discounts for credit quality or liquidity restrictions and are classified within Level 2 of the valuation hierarchy.

The carrying values of cash and cash equivalents, trade receivables, and accounts payable, approximate fair value, without being discounted as of June 30, 2012 and March 31, 2012 due to the short-term nature of these instruments.

At June 30, 2012, the assets and liabilities that are measured at fair value on a recurring basis are classified as follows:

	Level 1		Level 2		Level 3		Total Assets / Liabilities at Fair Value
Assets:
Trading securities (short term investments)	$	1,932	$	10	$	-	$	1,942
Derivative financial instruments		-		463		-		463
Total assets	$	1,932	$	473	$	-	$	2,405
Liabilities:
Derivative financial instruments	$	-	$	4,265	$	-	$	4,265
Deferred compensation obligation		1,933		10		-		1,943
Total liabilitites	$	1,933	$	4,275	$	-	$	6,208

At March 31, 2012, the assets and liabilities that are measured at fair value on a recurring basis were classified as follows:

	Level 1		Level 2		Level 3		Total Assets / Liabilities at Fair Value
Assets:
Trading securities (short term investments)	$	1,784	$	12	$	-	$	1,796
Derivative financial instruments		-		361		-		361
Total assets	$	1,784	$	373	$	-	$	2,157
Liabilities:
Derivative financial instruments	$	-	$	3,530	$	-	$	3,530
Deferred compensation obligation		1,823		12		-		1,835
Total liabilities	$	1,823	$	3,542	$	-	$	5,365

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Stock-Based Compensation (Tables)

3 Months Ended

Jun. 30, 2012

Stock-Based Compensation [Abstract]

Type and fair market value of stock-based compensation awards granted [Table Text Block]

The following table presents, by type, the fair market value of stock-based compensation awards granted during the three months ended June 30, 2012:

	Number		Fair Value
Type of award	Granted		Per Award
Common stock options		238.3	$	4.23
Restricted common stock - retention		352.7	$	5.75
Restricted common stock - performance		352.7	$	5.75

Assumptions used in determining fair value of options

The accompanying table sets forth the assumptions used in determining the fair value for the options granted during the three months ended June 30, 2012:

Expected life of awards in years	6.3
Risk-free interest rate	0.86	%
Expected volatility of the Company's stock	87.35	%
Expected dividend yield on the Company's stock	0.00	%

Unrecognized compensation cost related to the non-vested stock-based compensation awards

As of June 30, 2012, the total remaining unrecognized compensation cost related to the non-vested stock-based compensation awards, which will be amortized over the weighted average remaining service periods, is as follows:

Type of award	Unrecognized Compenstion Costs		Weighted Average Remaining Service Period in Years
Common stock options	$	1,590		2.3
Restricted common stock - retention		3,588		3.5
Restricted common stock - performance		1,565		2.6
Total	$	6,743		2.8

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Derivatives/Hedges (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Mar. 31, 2012
Commodity Derivatives [Member] | Designated as Hedging Instrument [Member] | Deferred Income Taxes and Other Current Assets [Member]
Derivative, Fair Value, Net [Abstract]
Derivative Asset, Fair Value, Net,	$ 0	$ 156
Commodity Derivatives [Member] | Designated as Hedging Instrument [Member] | Accrued Expenses and Other Current Liabilities [Member]
Derivative, Fair Value, Net [Abstract]
Derivative Liability, Fair Value, Net	0	924
Commodity Derivatives [Member] | Not Designated as Hedging Instrument [Member] | Accrued Expenses and Other Current Liabilities [Member]
Derivative, Fair Value, Net [Abstract]
Derivative Liability, Fair Value, Net	4,265	2,606
Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member] | Deferred Income Taxes and Other Current Assets [Member]
Derivative, Fair Value, Net [Abstract]
Derivative Asset, Fair Value, Net,	$ 463	$ 205

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Income Taxes (Details)	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Income Taxes [Abstract]
Effective income tax rate on continuing operations (in hundredths)	205.80%	28.60%

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	Jun. 30, 2012	Mar. 31, 2012
Current assets [Abstract]
Allowance for doubtful accounts	$ 940	$ 809
Shareholders' equity:
Preferred stock, par value (in dollars per share)	$ 0.025	$ 0.025
Preferred stock, shares authorized (in shares)	16,000	16,000
Preferred stock, shares issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.625	$ 0.625
Common stock, shares authorized (in shares)	80,000	80,000
Common stock, shares issued (in shares)	47,714	47,361
Treasury stock at cost: shares (in shares)	611	594

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Stock-Based Compensation

3 Months Ended

Jun. 30, 2012

Stock-Based Compensation [Abstract]

Stock-Based Compensation

Note 4: Stock-Based Compensation

Stock-based compensation consists of stock options, restricted stock granted for retention and performance and discretionary unrestricted stock.  Compensation cost is calculated based on the fair value of the instrument at the time of grant, and is recognized as expense over the vesting period of the stock-based instrument.  Modine recognized stock-based compensation cost of $893 and $843 for the three months ended June 30, 2012 and 2011, respectively.  The performance component of awards granted under the long-term incentive plan during the first quarter of fiscal 2013 is based on consolidated target return on average capital employed (ROACE) (weighted at 50 percent), cumulative revenue over the three year performance period (weighted at 25 percent), and a target European ROACE at the end of the three year performance period (weighted at 25 percent).  The Company currently considers the attainment of the consolidated ROACE and European ROACE to be probable.  ROACE is defined as operating income adjusted to exclude unusual, non-recurring or extraordinary non-cash charges and cash restructuring and repositioning charges, multiplied by 70 percent to account for an assumed 30 percent income tax rate, and further adjusted to exclude earnings (or losses) attributable to minority shareholders; divided by total debt plus shareholders' equity.  Cumulative revenue is the Company's total revenue over the performance period.  European ROACE is defined as the Original Equipment - Europe segment  (Europe Segment) operating income, less research and development charges to the Company's corporate and administrative expenses, adjusted to exclude all unusual, non-recurring or extraordinary non-cash charges and cash restructuring and repositioning charges, multiplied by 70 percent to account for an assumed 30 percent income tax rate; divided by Europe Segment total assets, less cash and cash equivalents and Europe Segment total liabilities, excluding debt.

The following table presents, by type, the fair market value of stock-based compensation awards granted during the three months ended June 30, 2012:

	Number		Fair Value
Type of award	Granted		Per Award
Common stock options		238.3	$	4.23
Restricted common stock - retention		352.7	$	5.75
Restricted common stock - performance		352.7	$	5.75

The accompanying table sets forth the assumptions used in determining the fair value for the options granted during the three months ended June 30, 2012:

Expected life of awards in years	6.3
Risk-free interest rate	0.86	%
Expected volatility of the Company's stock	87.35	%
Expected dividend yield on the Company's stock	0.00	%

As of June 30, 2012, the total remaining unrecognized compensation cost related to the non-vested stock-based compensation awards, which will be amortized over the weighted average remaining service periods, is as follows:

Type of award	Unrecognized Compenstion Costs		Weighted Average Remaining Service Period in Years
Common stock options	$	1,590		2.3
Restricted common stock - retention		3,588		3.5
Restricted common stock - performance		1,565		2.6
Total	$	6,743		2.8

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Other Income Net (Tables)

3 Months Ended

Jun. 30, 2012

Other Income - Net [Abstract]

Other income - net

Other income - net was comprised of the following:

	Three months ended June 30
	2012			2011
Equity in earnings (loss) of non-consolidated affiliates	$	173		$	(402	)
Interest income		205			180
Foreign currency transactions		(252	)		547
Other non-operating income - net		40			14
Total other income - net	$	166		$	339

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Employee Benefit Plans (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Employee Benefit Plans [Abstract]
Recorded compensation expense	$ 1,629	$ 1,229
Defined Benefit Plan Disclosure [Line Items]
Contributions by employer	2,150	5,050
Additional contributions	8,350
Pension [Member]
Pension and postretirement benefit plans [Abstract]
Service cost	141	426
Interest cost	3,341	3,505
Expected return on plan assets	(4,031)	(3,848)
Amortization of [Abstract]
Unrecognized net loss (gain)	1,255	1,996
Unrecognized prior service credit	0	0
Net periodic benefit cost (income)	706	2,079
Postretirement [Member]
Pension and postretirement benefit plans [Abstract]
Service cost	11	12
Interest cost	74	85
Expected return on plan assets	0	0
Amortization of [Abstract]
Unrecognized net loss (gain)	0	(12)
Unrecognized prior service credit	(372)	(416)
Net periodic benefit cost (income)	$ (287)	$ (331)

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Derivatives/Hedges

3 Months Ended

Jun. 30, 2012

Derivatives/Hedges [Abstract]

Derivatives/Hedges

Note 14: Derivatives/Hedges

Modine uses derivative financial instruments from time to time as a tool to manage certain financial risks.  Leveraged derivatives are prohibited by Company policy.

Accounting for derivatives and hedging activities requires derivative financial instruments to be measured at fair value and recognized as assets or liabilities in the consolidated balance sheets.  Accounting for the gain or loss resulting from the change in the fair value of the derivative financial instruments depends on whether it has been designated, and is effective, as a hedge and, if so, on the nature of the hedging activity.

Commodity Derivatives:  The Company enters into futures contracts related to certain of the Company's forecasted purchases of aluminum and copper.  The Company's strategy in entering into these contracts is to reduce its exposure to changing market prices for future purchases of these commodities.  Until the fourth quarter of fiscal 2012, these contracts were designated as cash flow hedges by the Company.  Accordingly, unrealized gains and losses on these contracts were deferred as a component of accumulated other comprehensive (loss) income (AOCI), and recognized as a component of earnings at the same time that the underlying purchases of aluminum and copper impact earnings.  During the fourth quarter of fiscal 2012, the future contracts used for aluminum and copper hedging became ineffective.  Accordingly, the Company de-designated the hedges and began recording the unrealized gains and losses within cost of goods sold (see "Out of period adjustments" within Note 2). The amounts recorded in AOCI prior to the de-designation will remain in AOCI until the underlying purchases of aluminum and copper impact earnings.

Foreign exchange contracts:  The Company's foreign exchange risk management strategy uses derivative financial instruments in a limited way to mitigate foreign currency exchange risk.  The Company periodically enters into foreign currency exchange contracts to hedge specific foreign currency-denominated assets and liabilities.  The Company has not designated its forward contracts as hedges.  Accordingly, unrealized gains and losses related to the change in fair value are recorded in other income - net.  Gains and losses on these foreign currency forward contracts are offset by gains and losses recorded on the underlying assets and liabilities.

The fair value of the derivative financial instruments recorded in the consolidated balance sheets as of June 30, 2012 and March 31, 2012 are as follows:

	Balance Sheet Location	June 30, 2012		March 31, 2012
Derivative instruments designated as cash flow hedges:
Commodity derivatives	Deferred income taxes and other current assets	$	-	$	156
Commodity derivatives	Accrued expenses and other current liabilities		-		924
Derivatives not designated as hedges:
Foreign exchange contracts	Deferred income taxes and other current assets	$	463	$	205
Commodity derivatives	Accrued expenses and other current liabilities		4,265		2,606

The amounts recorded in AOCI and in the consolidated statement of operations for the three months ended June 30, 2012 are as follows:

	Amount of Loss Recognized in AOCI		Location of Loss (Gain)  Recognized in Income	Amount of Loss Reclassified from AOCI into Continuing Operations		Amount of Loss (Gain) Recognized in Income
Derivatives not designated:
Commodity derivatives	$	2,366	Cost of sales	$	780	$	1,959
Foreign exchange contracts		-	Other income - net		-		(436	)
Total	$	2,366		$	780	$	1,523

The amounts recorded in AOCI and in the consolidated statement of operations for the three months ended June 30, 2011 is as follows:

	Amount of Loss Recognized in AOCI		Location of Gain Reclassified from  AOCI into Continuing Operations	Amount of Gain Reclassified from AOCI into Continuing Operations
Designated derivative instruments:
Commodity derivatives	$	1,777	Cost of sales	$	(269	)
Total	$	1,777		$	(269	)