RACINE, Wis.--(BUSINESS WIRE)--Nov. 13, 2008--Modine Manufacturing Company (NYSE: MOD), a diversified leader in thermal management technology and solutions, announced today the opening of its manufacturing operations in Chennai, India. The Chennai facility supports Modine's global expansion objectives and will serve India's rapidly growing engine, commercial vehicle, and off highway markets.

The 80,000 square-foot state-of-the-art manufacturing site, located in the southeastern section of India, will provide Modine-developed thermal management solutions to that nation's domestic engine, commercial vehicle, and off-highway markets as demand grows. With an initial 75 employees, Modine's Chennai facility will serve as a base from which the company can expand its extensive engine and powertrain cooling product lines to new markets. This supplements the 2007 opening of Modine's India engineering and design center, which supports product development activities to meet increasing customer technology requirements.

"We are pleased to be in our facility and continue the preparations for production launch activities scheduled for December 2009," said Jerry Kapoor, Managing Director, Modine India. "The smooth startup reflects Modine's commitment to the region, the excellent cooperation of our local and global employees and our determination to be a major player in this important market. With our manufacturing operations starting shortly, we have begun work on several product launches for key customers. These programs should position us well to serve major Indian engine and commercial vehicle makers and play a significant role in India's growing industrial economy."

Modine announced its three-year, $14 million investment to build the greenfield Indian facility in December 2006 as part of its strategic plan to meet global product demand and increase its presence in the expanding Asian market. The Chennai operations offer customers a one-stop solution to their thermal management needs. As the fifth largest commercial vehicle market in the world with a five-year growth of 27 percent and 15 of the world's major auto makers present, India represents a wealth of opportunities for Modine.

"The opening of our Chennai facility marks a giant step in Modine's evolution as a global supplier that can provide technologically differentiated products and systems wherever our customers are located," said Tom Marry, Regional Vice President - Asia. "The Indian market offers a very interesting group of local companies who are actively implementing plans to become more international, as well as global companies who are expanding into the rapidly growing marketplace. In both cases, Modine is very well positioned with market specific products, manufacturing capability, and our in country management team to support these opportunities. We look forward to leveraging Modine India's experience and capabilities."

About Modine - www.modine.com

Modine, with fiscal 2008 revenues from continuing operations of $1.9 billion, specializes in thermal management systems and components, bringing highly engineered heating and cooling technology and solutions to diversified global markets. Modine products are used in light, medium and heavy-duty vehicles, HVAC (heating, ventilation and air conditioning) equipment, industrial equipment, refrigeration systems and fuel cells. Based in Racine, Wisconsin, the company employs approximately 7,900 people worldwide at 33 facilities in 15 countries. For information about Modine, visit www.modine.com.

RACINE, Wis.--(BUSINESS WIRE)--Nov. 7, 2008--Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, announced today that it will participate in the Baird 2008 Industrial Conference in Chicago on Tuesday, November 11 at 2:30 P.M. CT. Modine's President and Chief Executive Officer Thomas A. Burke and Executive Vice President, Corporate Strategy and Chief Financial Officer Bradley C. Richardson will present at the conference.

The audio cast and accompanying slides may be accessed live through the Investor Relations section of Modine's website at www.modine.com or directly at:

http://www.wsw.com/webcast/baird3/modi/

A replay will be available following the event for approximately 60 days.

About Modine

Modine, with fiscal 2008 restated revenues of $1.9 billion, specializes in thermal management systems and components, bringing highly engineered heating and cooling technology and solutions to diversified global markets. Modine products are used in light, medium and heavy-duty vehicles, heating, ventilation and air conditioning equipment, off-highway and industrial equipment, refrigeration systems, and fuel cells. The company employs approximately 7,900 people at 33 facilities worldwide in 15 countries. For more information about Modine, visit www.modine.com.

RACINE, Wis.--(BUSINESS WIRE)--Oct. 30, 2008--Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today reported its financial results for the second quarter of fiscal 2009 as compared to the second quarter of fiscal 2008, as follows:

($ in millions except per share data)          2009   2008(a)  Change
----------------------------------------------------------------------
Net Sales                                     $433.3  $428.7     $4.6
----------------------------------------------------------------------
   Gross Profit                                $54.9   $61.9    $(7.0)
----------------------------------------------------------------------
   % of Sales                                   12.7%   14.4%
----------------------------------------------------------------------
   Pre-Tax (Loss) Earnings from Continuing
    Operations(b)                             $(16.7)   $5.6   $(22.3)
----------------------------------------------------------------------
Effective Income Tax Rate                       15.7%  (81.8%)
----------------------------------------------------------------------
(Loss) Earnings from Continuing Operations    $(14.1)  $10.2   $(24.3)
----------------------------------------------------------------------
Diluted (Loss) Earnings Per Share from
 Continuing Operations                        $(0.44)  $0.32   $(0.76)
----------------------------------------------------------------------
Net (loss) earnings                           $(13.2)  $10.4   $(23.6)
----------------------------------------------------------------------
Earnings Before Interest, Taxes, Depreciation
 and Amortization (EBITDA)(b)                   $5.5   $27.8   $(22.3)
----------------------------------------------------------------------
Net Debt (c)                                  $193.1  $193.0     $0.1
----------------------------------------------------------------------

----------------------------------------------------------------------
(a) Second quarter fiscal 2008 amounts have been restated to reflect
 the removal of a one-month lag in the reporting of results for the
 company's international operations
(b) Refer to the table below reconciling the significant differences
 in earnings (loss) from continuing operations before income taxes and
 EBITDA between the second quarter of fiscal 2008 and the second
 quarter of fiscal 2009 for a discussion of significant changes in
 these measures year over year
(c) As of September 30, 2008, and March 31, 2008, respectively
----------------------------------------------------------------------

Commenting on the recent results, Modine President and Chief Executive Officer Thomas A. Burke said, "Although we anticipated fiscal 2009 to be a challenging year as we continue to implement our four-point recovery plan, our second quarter performance was clearly a disappointment. During this period of heavy restructuring, our business, like a number of others in our sector, has been buffeted by the impact of economic, financial and credit market turmoil, sluggish North American commercial vehicle production volumes and, more recently, a marked decline in European automotive production volumes. These economic and end-market conditions, combined with continued operating inefficiencies in our Original Equipment - North America segment and a shift in sales mix toward lower margin products in our Original Equipment - Europe segment, contributed to a 170 basis point decline in the company's gross margin in comparison to the prior year. We are continuing to execute on our four-point recovery plan and are taking a number of proactive steps to address our business performance and underlying cost structure. We remain encouraged by new program opportunities in our core thermal management business. Meanwhile, as a prudent measure, until economic and end-market conditions improve, the company is reducing its fiscal 2009 guidance and closely evaluating its debt covenant compliance."

• Excluding the impact of foreign currency exchange rate changes, sales growth in South America (+14 percent) and Commercial Products (+11 percent) was offset by declining sales in the Original Equipment - Asia segment (-15 percent) and the Original Equipment - Europe segment (-8 percent);

• Disappointing results continued in the Original Equipment - North America segment due to ongoing plant closures and program launch-related operating inefficiencies and the slower-than-anticipated recovery in the North American truck market;

• Gross margin in the Original Equipment - Europe segment was adversely impacted by lower volumes as well as a shift in sales mix toward lower margin products;

• The Original Equipment - Asia segment results reflected a significant volume decline due to strike-related activities at a key customer;

• Restructuring and repositioning charges totaled $5.2 million, including the impact of the recently announced reduction in managerial workforce in the company's Racine, Wisconsin, headquarters;

• Impairment charges totaling $3.0 million were recorded related to programs which were discontinued or unable to support their asset bases;

• Foreign exchange losses of $3.2 million were recorded on inter-company loans based on the substantial strengthening of the U.S. dollar to the Brazilian real and South Korean won during the quarter; and

• Tax valuation allowance charges of $4.6 million were recorded against net deferred tax assets in the U.S. and South Korea.

"To address our business performance, we are proceeding with a number of decisive measures to position the company to attain a more competitive cost base and more effectively capitalize on growth opportunities in our respective niche thermal management markets," said Bradley C. Richardson, Executive Vice President - Corporate Strategy and Chief Financial Officer. "These include the following previously-announced actions:

• The closure of three manufacturing facilities in North America and another in Europe, which are proceeding on track and expected to result in annualized savings/benefits in an adjusted range of $16 million to $20 million when fully implemented by the end of fiscal 2010;

• The intended divestiture of our South Korean-based vehicular HVAC business, which has been unable to attain the revenue diversification, profitability or return on average capital employed targets we envisioned when we acquired the business in 2004;

• Realignment of our North American region organization structure resulting in early retirements and a reduction in our Racine workforce, which impacted approximately 15 percent of our managerial headcount and is anticipated to result in an estimated $3 million in annualized savings;

• The elimination of post-retirement medical benefits for Medicare eligible participants resulting in an estimated $3 million in annualized savings;

• The licensing of specific Modine-developed fuel cell technology to Bloom Energy for a one-time payment of $12 million, enabling Modine to focus more broadly on fuel cell technology development to meet growing demand for alternative energy solutions;

• The ramp-up of production at our newly opened manufacturing plants in China, Hungary and Mexico and the start of production in our new India facility in January 2009; and

• Investment in a new state-of-the-art facility in Austria, which is expected to open in mid-calendar year 2009 and replace a facility where demand has outgrown capacity, to support continued growth in refrigerant components and systems."

"The combination of this period of heavy restructuring and the associated risks, along with the overall decline in the credit markets and ensuing economic uncertainty, make it even more difficult to predict future conditions within our served markets," Richardson continued. "Amid what is tantamount to a near perfect storm of negative influences on our business, we believe our four-point plan remains central to positioning Modine to return to profitability and achieve our long-term return on average capital employed objective. Our four-point plan focuses on the following elements:

• Manufacturing realignment;

• Portfolio rationalization;

• Selling, general & administrative (SG&A) expense reduction; and

• Capital allocation discipline.

As we execute on our recovery plan, we continue to focus on higher margin programs with increased emphasis on emissions and fuel efficiency, as well as our own strategic emphasis on thermal management, technological differentiation, and diversification of products, markets, customers and geographies. As evidenced by our recently announced actions, we are moving decisively with a sense of urgency to address underlying performance issues in the business and position the company to attain its long term performance targets."

The following table reconciles the significant differences in earnings (loss) from continuing operations before income taxes and EBITDA between the second quarter of fiscal 2008 and the second quarter of fiscal 2009:

($ in millions)                    Pre-Tax Earnings (Loss)
                                       from Continuing
                                          Operations          EBITDA
-----------------------------------========================-==========
Second Quarter Fiscal 2008 Results                    $5.6      $27.8
----------------------------------------------------------------------

----------------------------------------------------------------------
Net underlying decrease(d)                            (2.2)      (2.2)
----------------------------------------------------------------------
Incremental repositioning charges                     (4.6)      (4.6)
----------------------------------------------------------------------
Impairment charges                                    (3.0)      (3.0)
----------------------------------------------------------------------
Foreign exchange losses on inter-
 company loans                                        (2.9)      (2.9)
----------------------------------------------------------------------
Absence of gain on pension freeze
 & airplane sale in fiscal 2008                       (9.6)      (9.6)
-----------------------------------========================-==========

----------------------------------------------------------------------
Second Quarter Fiscal 2009 Results                  $(16.7)      $5.5
----------------------------------------------------------------------

(d) Net underlying decrease consisted of the impact of volume changes, product mix, operating inefficiencies, and other net negative factors

Sales: Second quarter sales from continuing operations increased 1 percent to $433.3 million from $428.7 million reported in the second quarter of fiscal 2008. Excluding the impact of foreign currency exchange rate changes, underlying sales decreased by $8.5 million, or 2 percent, with the largest sales decreases in the Original Equipment - Europe and Asia segments.

Gross Profit: Second quarter gross profit was $54.9 million, or 12.7 percent of sales, compared to gross profit of $61.9 million, or 14.4 percent of sales, in the same period last year. The second quarter gross margin reflects the impact of lower fixed cost absorption with the declining sales volumes in the Original Equipment - Europe and Asia segments, the impact of changing product mix toward lower margin programs in the Original Equipment - Europe segment and operating inefficiencies in the Original Equipment - North America segment. The company is addressing its operating inefficiencies through restructuring its North American manufacturing footprint to move toward scaled facilities with a greater focus on operational excellence to support its global customers. Further, the company continues its focus on achieving price realization with certain customers for select product lines.

SG&A Expenses: The following table reconciles the significant differences in SG&A expenses between the second quarter of fiscal 2008 and the second quarter of fiscal 2009:

                                                       ($ in millions)
                                                       ---------------
Second Quarter Fiscal 2008 SG&A Expenses                        $54.8

Net underlying decrease(e)                                       (2.2)
Impact of foreign exchange rate changes                           1.0
Absence of gain on pension freeze & airplane
 sale in fiscal 2008                                              8.0
                                                       --------------

Second Quarter Fiscal 2009 SG&A Expenses                        $61.6
                                                       ==============

(e) The net underlying decrease of $2.2 million is primarily related to improvements made through the implementation of the company's four-point recovery plan.

(Loss) Earnings from Continuing Operations before Income Taxes: The second quarter of fiscal 2009 resulted in a loss from continuing operations before income taxes of $16.7 million, compared to earnings from continuing operations before income taxes of $5.6 million in the same period last year. The reduction in gross profit, the absence of the pension freeze and airplane sale, the incremental restructuring and repositioning charges of $4.6 million and the impairment charges of $3.0 million were the primary factors contributing to this year-over-year decline.

(Loss) Earnings from Continuing Operations: The second quarter of fiscal 2009 resulted in a loss from continuing operations of $14.1 million, or ($0.44) per fully diluted share, compared to earnings from continuing operations of $10.2 million, or $0.32 per fully diluted share, in the same period last year. Consistent with the third and fourth quarters of fiscal 2008 and first quarter of fiscal 2009, the company continues to be unable to realize deferred tax assets in the U.S. and South Korea, which resulted in a valuation allowance charge of $4.6 million established against these deferred tax assets during the second quarter of fiscal 2009.

Cash and Liquidity

Operating cash flows were $40.3 million for the six months ended September 30, 2008, compared with $22.7 million for the six months ended September 30, 2007, primarily related to the company's efforts to reduce its working capital. The company's net debt has remained consistent at $193.1 million at September 30, 2008 compared to $193.0 million at March 31, 2008. The debt to capital (debt plus shareholders' equity) ratio at September 30, 2008 of 37.3 percent increased from 32.4 percent at March 31, 2008 based on an increasing debt balance over this period, which has been offset by a corresponding increase in cash over this same time frame. The company continues to focus on maintaining its net debt at or below the March 31, 2008 balance.

The company's unsecured debt agreements require it to satisfy quarter-end financial ratios of consolidated total debt to consolidated adjusted EBITDA (leverage ratio), and consolidated EBIT to consolidated interest expense (interest coverage ratio), as such terms are used in the debt agreements. The leverage ratio at the end of the second quarter of fiscal 2009 is 2.3 to 1.0, which remains in compliance with the required ratio of not greater than 3.0 to 1.0. The interest coverage ratio at the end of the second quarter of fiscal 2009 is 2.4 to 1.0, which remains in compliance with the required ratio of not less than 1.75 to 1.0. The interest coverage ratio becomes more restrictive in the fourth quarter of fiscal 2009, requiring a ratio of not less than 2.25 to 1.0, and again more restrictive in the second quarter of fiscal 2010, requiring a ratio of not less than 2.50 to 1.0.

The company closely evaluates its expected ability to remain in compliance with the interest coverage ratio based on the more restrictive nature of this covenant, as well as the sensitivity of this covenant to changes in financial results. The recent trends impacting the company's performance, including the slower-than-anticipated recovery in the North American truck market, the operating inefficiencies in the Original Equipment - North America segment, and the overall decline in the credit markets and ensuing economic uncertainty which has contributed to declining revenues, especially within the Original Equipment - Europe segment, have put additional pressure on the company's ability to remain in compliance with the interest coverage ratio. These downward trends are expected to continue to adversely affect the company's financial results in the third and fourth quarters of fiscal 2009. Depending on severity, duration and timing of the impact of these trends, the company may need to work with its lenders to seek to obtain a waiver of or amend the interest coverage ratio covenant in the near future. In contemplation of this possibility, the company is developing a contingency plan that it would implement in the event that it is not able to obtain a waiver or amendment of the interest coverage ratio covenant with its lenders. The company believes that it will be able to maintain compliance with the interest coverage ratio covenant by either working with its lenders or through implementation of the contingency plan.

Guidance Summary

Based on current operating conditions and continued economic uncertainty with respect to the credit market impact on the company's end markets, as well as recent strengthening of the U.S. dollar in comparison to foreign exchange rates, and other factors, including the expectations discussed below, the company is reducing its fiscal 2009 guidance as follows:

                                             Fiscal 2009 Guidance
                                          (including repositioning
                       Fiscal 2008(f)             charges)(g)
                     (Restated Results) Low           High
                     ------------------ ------------- ----------------
Net sales            $1.86 billion      $1.7 billion  $1.8 billion
Gross margin         14.3%              13%           14%
Pre-tax loss         ($26) million      ($25) million ($5) million
EBITDA               $68 million        $75 million   $95 million
Capital spending
(net of              $79 million        $70 million   $80 million
 divestitures)

(f) Fiscal 2008 amounts have been restated to reflect the removal of a one-month lag in the reporting of results for the company's international operations

(g) Excludes the effects of implementing the possible contingency plan discussed above

As the company looks to the remainder of fiscal 2009, it has the following expectations:

• Continued softness in the North American heavy-duty truck market with Class 8 build rates now projected at 200,000 units for both fiscal 2009 and calendar 2008;

• Significant softening in the European and North American commercial vehicle and automotive markets due to the impact of economic uncertainty caused by the credit market turmoil;

• Seasonal patterns in the business with lower volumes around winter holidays due to normal customer-driven plant shutdowns, affecting the company's third quarter earnings;

• Restructuring activities are expected to have an estimated $17 million negative impact on the fiscal 2009 pre-tax loss, comprised of an estimated $10 million negative impact on gross margins, including $7 million in repositioning costs and $3 million in plant inefficiencies and incremental scrap related to the plant closures in North America and Europe, an estimated $3 million of restructuring expense related to severance charges, and an estimated $4 million negative impact on SG&A expenses;

• The U.S. dollar will remain strong in comparison to other foreign currencies, most notably the euro, South Korean won and Brazilian real;

• A significantly higher effective tax rate, based on the expectation that the company will be unable to realize deferred tax assets in the U.S. and South Korea; and

• The majority of the $12 million licensing payment from Bloom Energy will be recognized as income in the third and fourth quarters of fiscal 2009.

The above guidance assumes the South Korean business will continue to be reported as a continuing operation. Depending on the success of the intended plan to divest of this business, the South Korean business may become classified as held for sale and as a discontinued operation at some point during fiscal 2009. If this were to occur, the financial results of the South Korean business would be excluded from continuing operations. This would impact the above guidance by reducing sales by approximately $200 million, increasing gross margin by approximately 60 basis points, and reducing EBITDA by approximately $5 million to $7 million. Pre-tax guidance would not be impacted as this business is projected to be break-even. Given the continued underperformance of the South Korean business and the unprecedented market conditions being experienced in the company's industry segments and others, Modine's ability to recover its investment in the South Korean business on a "held for sale" basis may be challenging and could result in a material impairment charge or loss on sale in a future period. The above guidance excludes any potential charge which may need to be recognized related to this intended divestiture.

Change in Accounting for International Operations

The company's second quarter results reflect a change in the company's accounting principles, in accordance with Statement of Financial Accounting Standards (SFAS) No. 154, "Accounting Changes and Error Corrections - A Replacement of Accounting Principles Board Opinion No. 20 and SFAS No. 3," with respect to the accounting for the company's international operations. Beginning April 1, 2008, the company changed the fiscal year end for its international operations from February 28 to March 31. The one-month reporting lag was eliminated because it was no longer required to achieve a timely consolidation due to improvements in the company's information technology systems and processes. Fiscal 2008 results have been restated to reflect this adjustment, which had the effect of increasing reported second quarter fiscal 2008 net earnings by $0.3 million, or $0.01 per fully diluted share. In addition, the company is providing, in the accompanying financial table, restated financial highlights for the third and fourth quarters of fiscal 2008 as an aid to investors' comparative analysis of the company's financial performance.

Conference Call and Webcast

Modine will conduct a conference call and live webcast, with a slide presentation, on Thursday, October 30, 2008 at 10:00 a.m. Central Time (11:00 a.m. Eastern Time) to discuss the fiscal 2009 second quarter. The webcast and accompanying slides will be available on the investor section of the Modine website at www.modine.com. The dial-in phone number for the audio portion of the call is 800-798-2884; passcode: 54279805. The international call-in number is 617-614-6207; passcode: 54279805. Participants are encouraged to log on to the webcast and conference call about 10 minutes prior to the start of the event. A replay of the audio and the slides will be available on the investor relations section of the Modine website at www.modine.com, after October 30, 2008. A call-in replay will be available through November 6, 2008, at 888-286-8010; passcode: 75653515 or, for international callers, at 617-801-6888; passcode: 75653515. A transcript of the call will be posted to the company's website after November 3, 2008.

About Modine

Modine, with fiscal 2008 restated revenues of $1.9 billion, specializes in thermal management systems and components, bringing highly engineered heating and cooling technology and solutions to diversified global markets. Modine products are used in light, medium and heavy-duty vehicles, heating, ventilation and air conditioning equipment, off-highway and industrial equipment, refrigeration systems, and fuel cells. The company employs approximately 7,900 people at 33 facilities worldwide in 15 countries. For more information about Modine, visit www.modine.com.

Forward-Looking Statements

Statements made in this press release regarding future matters are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on Modine's current expectations. The company'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, the company's ability to either successfully obtain a waiver of or amend its debt agreements or implement the contingency plan to remain in compliance with the interest coverage ratio financial covenant; the impact which the current economic uncertainty and credit market turmoil could have on the company, its customers and suppliers; the company's ability to limit capital spending and/or consummate planned divestitures; the company's ability to maintain adequate liquidity to carry out restructuring programs while investing for future growth; the company's ability to fully recover the book value of its South Korean business if divested; the company's ability to successfully implement its restructuring plans and drive cost reductions as a result; the company's ability to continue to service its customers during the implementation of any restructuring plan; the avoidance of inefficiencies in the transition of products from plants to be closed to plants continuing in operation; factors impacting the Original Equipment - North America segment's operating results; the ability of the company, its customers and suppliers to achieve projected sales and production levels; unanticipated product or manufacturing difficulties; fluctuations in currency values, in particular, changes in the relative values of the U.S. dollar, won, euro and real; the ability of the company to obtain profitable business at its new facilities in China, Hungary, Mexico, India and Austria and to produce quality products at these facilities from business obtained; international economic changes and challenges; and other factors affecting the company's business prospects discussed in filings made by the company, from time to time, with the Securities and Exchange Commission including the factors discussed in Item 1A, Risk Factors, and in the "Forward-Looking Statements" section in Item 7 of the company's most recent Annual Report on Form 10-K as the same may be updated from time to time. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law. Modine's financial results, as reported herein, are preliminary and subject to possible adjustments.

Non-GAAP Financial Disclosures

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

Definition - Return on average capital employed (ROACE)

Pre-tax (loss) earnings adding back impairment of goodwill and long-lived assets and interest expense, the sum of which is tax effected at normalized 30 percent tax rate; divided by the average total debt plus shareholders' equity; this is a financial measure of the profit generated on the total capital invested in the company before any interest expenses payable to lenders, net of a 30 percent tax rate.

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

The sum of, net (loss) earnings and adding back provision for income taxes, interest expense, discontinued operations, depreciation and amortization; this is a financial measure of the profit generated excluding the above mentioned items.

Definition - Net Debt

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

Modine Manufacturing Company
Consolidated statements of earnings (unaudited)
                              (In thousands, except per-share amounts)
----------------------------------------------------------------------

                             Three months ended     Six months ended
                                September 30,         September 30,
                              2008      2007 (i)     2008    2007 (i)
                           ----------------------- -------------------
 Net sales                   $433,263    $428,657  $932,982  $872,893
 Cost of sales                378,324     366,718   799,743   740,754
                           ----------------------- -------------------
  Gross profit                 54,939      61,939   133,239   132,139
 Selling, general and
  administrative expenses      61,601      54,763   124,423   110,969
 Restructuring expense
  (income)                      2,871         (79)    2,819      (319)
 Impairment of long-lived
  assets                        3,031           -     3,165         -
                           -------------------------------------------
  (Loss) income from
   operations                 (12,564)      7,255     2,832    21,489
 Interest expense               3,110       2,930     6,236     5,705
 Other expense (income) -
  net                           1,010      (1,300)   (1,162)   (4,549)
                           ----------------------- -------------------
  (Loss) earnings from
   continuing operations
   before income taxes        (16,684)      5,625    (2,242)   20,333
 (Benefit from) provision
  for income taxes             (2,620)     (4,601)    5,059      (640)
                           ----------------------- -------------------
  (Loss) earnings from
   continuing operations      (14,064)     10,226    (7,301)   20,973
 Earnings from discontinued
  operations (net of income
  taxes)                          817         132       992       386
 Gain on sale of
  discontinued operations
  (net of income taxes)            21           -       870         -
                           ----------------------- -------------------
  Net (loss) earnings        $(13,226)    $10,358   $(5,439)  $21,359
                           ======================= ===================

(Loss) earnings per share
 of common stock - basic:
 Continuing operations         $(0.44)      $0.32    $(0.23)    $0.66
 Earnings from discontinued
  operations                     0.03           -      0.03      0.01
 Gain on sale of
  discontinued operations           -           -      0.03         -
                           ----------------------- -------------------
Net (loss) earnings - basic    $(0.41)      $0.32    $(0.17)    $0.67
                           ======================= ===================

(Loss) earnings per share
 of common stock - diluted:
 Continuing operations         $(0.44)      $0.32    $(0.23)    $0.65
 Earnings from discontinued
  operations                     0.03           -      0.03      0.01
 Gain on sale of
  discontinued operations           -           -      0.03         -
                           ----------------------- -------------------
Net (loss) earnings -
 diluted                       $(0.41)      $0.32    $(0.17)    $0.66
                           ======================= ===================

 Weighted average shares
  outstanding:
 Basic                         32,065      32,099    32,052    32,105
 Diluted                       32,065      32,294    32,052    32,231

 Dividends paid per share      $0.100      $0.175    $0.200    $0.350

Comprehensive (loss) earnings, which represents net earnings adjusted
 by the post-tax change in foreign-currency translation, the effective
 portion of cash flow hedges and change in SFAS No. 158 benefit plan
 adjustment recorded in shareholders' equity, for the three month
 period ended September 30, 2008 and 2007, were $(59,864) and $46,308,
 respectively, and for the six month period ended September 30, 2008
 and 2007, were $(48,755) and $63,914, respectively.

----------------------------------------------------------------------


Condensed consolidated
 balance sheets (unaudited)
                                      (In thousands)
----------------------------------------------------
                           September 30, March 31,
                                2008       2008 (i)
----------------------------------------------------
Assets
-------------------------
Cash and cash equivalents       $62,690     $38,595
Short term investments            2,140       2,909
Trade receivables - net         238,267     294,935
Inventories                     130,039     125,499
Assets held for sale                  -       6,871
Other current assets             61,362      64,482
                           ------------- -----------
 Total current assets           494,498     533,291
                           ------------- -----------
Property, plant and
 equipment - net                499,600     540,536
Assets held for sale                  -       5,522
Other noncurrent assets          81,308      88,934
                           ------------- -----------
 Total assets                $1,075,406  $1,168,283
                           ============= ===========
Liabilities and
 shareholders' equity
---------------------------
Debt due within one year         $1,123      $4,600
Accounts payable                172,138     193,228
Liabilities of business
 held for sale                        -       3,093
Other current liabilities       126,790     137,993
                           ------------- -----------
 Total current liabilities      300,051     338,914
                           ------------- -----------
Long-term debt                  254,620     227,013
Deferred income taxes            21,616      23,634
Liabilities of business
 held for sale                        -         166
Other noncurrent
 liabilities                     68,775      95,438
                           ------------- -----------
 Total liabilities              645,062     685,165
                           ------------- -----------
Shareholders' equity            430,344     483,118
                           ------------- -----------
 Total liabilities &
  shareholders' equity       $1,075,406  $1,168,283
                           ============= ===========

(i) The prior year amounts have been adjusted to account for the
 removal of the one-month reporting lag for foreign operations.

Modine Manufacturing Company
Condensed consolidated statements of cash flows (unaudited)
                                                        (In thousands)
----------------------------------------------------------------------
Six months ended September 30,                  2008        2007 (i)
----------------------------------------------------------------------

Cash flows from operating activities:
Net (loss)
 earnings                                        $(5,439)     $21,359
Adjustments to reconcile net (loss)
 earnings with net cash provided
  by operating activities:
  Depreciation and
   amortization                                   38,705       38,663
  Other - net                                     (2,220)     (18,522)
  Net changes in operating assets and
   liabilities                                     9,210      (18,817)
                                            --------------------------
Net cash provided by operating
 activities                                       40,256       22,683
                                            --------------------------

Cash flows from investing activities:
  Expenditures for plant, property and
   equipment                                     (46,207)     (36,394)
  Proceeds from dispositions of assets            10,638        8,435
  Settlement of derivative contracts                 599          194
  Other - net                                      3,145          241
                                            --------------------------
Net cash used for investing activities           (31,825)     (27,524)
                                            --------------------------

Cash flows from financing activities:
Net increase in debt                              25,288       24,288
  Cash proceeds from exercise of stock
   options                                            18          664
  Repurchase of common stock, treasury
   and retirement                                   (514)      (5,962)
  Cash dividends paid                             (6,451)     (11,337)
  Other - net                                      2,959        7,172
                                            --------------------------
Net cash provided by financing
 activities                                       21,300       14,825
                                            --------------------------

Effect of exchange rate changes on cash           (5,636)       2,143
                                            --------------------------

Net increase in cash and cash
 equivalents                                      24,095       12,127

Cash and cash equivalents at beginning
 of the period                                    38,595       26,207

                                            --------------------------
Cash and cash equivalents at end of the
 period                                          $62,690      $38,334
                                            ==========================

----------------------------------------------------------------------

Condensed segment operating results (unaudited)
                                                        (In thousands)
----------------------------------------------------------------------

                             Three months ended    Six months ended
                                September 30,        September 30,
                             ------------------- ---------------------
                               2008    2007 (i)    2008     2007 (i)
Sales:
  Original Equipment - Asia   $45,146   $60,365  $110,785    $130,258
  Original Equipment - Europe 169,858   169,373   386,986     346,174
  Original Equipment - North
   America                    125,931   119,744   259,126     247,894
  South America                44,772    34,318    86,118      63,712
  Commercial Products          53,186    48,894   102,070      94,427
  Fuel Cell                     1,669       868     2,813       1,307
                             ------------------- ---------------------
     Segment sales            440,562   433,562   947,898     883,772
                             ------------------- ---------------------
  Corporate and
   administrative                 885       839     1,734       2,140
  Eliminations                 (8,184)   (5,744)  (16,650)    (13,019)
                             ------------------- ---------------------
     Total net sales         $433,263  $428,657  $932,982    $872,893
                             =================== =====================

Operating income (loss):
  Original Equipment - Asia   $(4,064)  $(1,162)  $(4,818)      $(783)
  Original Equipment - Europe   9,630    18,166    36,486      39,793
  Original Equipment - North
   America                     (8,738)   (4,197)  (12,935)     (3,154)
  South America                 6,418     3,711    10,608       6,305
  Commercial Products           4,835     3,654     8,708       5,819
  Fuel Cell                      (357)     (201)   (1,294)       (852)
                             ------------------- ---------------------
     Segment income from
      operations                7,724    19,971    36,755      47,128
                             ------------------- ---------------------
  Corporate and
   administrative             (20,262)  (12,731)  (33,932)    (25,694)
  Eliminations                    (26)       15         9          55
                             ------------------- ---------------------
     (Loss) income from
      operations             $(12,564)   $7,255    $2,832     $21,489
                             =================== =====================

(i) The prior year amounts have been adjusted to account for the
 removal of the one-month reporting lag for foreign operations.

Modine Manufacturing Company
Earnings before interest, taxes, depreciation and amortization
 (EBITDA) from continuing operations (unaudited)
                                                        (In thousands)
----------------------------------------------------------------------
                               Three months ended  Six months ended
                                  September 30,       September 30,
                                 2008    2007 (i)   2008    2007 (i)
                               ------------------ --------------------
Net (loss) earnings            $(13,226) $10,358  $(5,439)    $21,359
(Benefit from) provision for
 income taxes                    (2,620)  (4,601)   5,059        (640)
Interest expense                  3,110    2,930    6,236       5,705
Earnings from discontinued
 operations (a)                    (817)    (132)    (992)       (386)
Gain on sale of discontinued
 operations (a)                     (21)       -     (870)          -
Depreciation and amortization
 (b)                             19,118   19,278   38,705      38,465
                               ------------------ --------------------
EBITDA from continuing
 operations                      $5,544  $27,833  $42,699     $64,503
                               ------------------ --------------------

(a) The calculation of EBITDA excludes the results of discontinued
 operations for the periods presented.
(b) Depreciation and amortization of $198 for the six months ended
 September 30, 2007 related to discontinued operations and was
 excluded from the depreciation and amortization presented.

(i) The prior year amounts have been adjusted to account for the
 removal of the one-month reporting lag for foreign operations.

Modine Manufacturing Company
Results of operations after change in accounting principle (unaudited)
 (ii)
                              (In thousands, except per-share amounts)
----------------------------------------------------------------------
                                                             Twelve
                                                             months
                          Three months ended                  ended
            June 30,  September 30, December 31, March 31, March 31,
               2007        2007         2007        2008       2008
            ----------------------------------------------------------

Net sales
As
 previously
 reported   $444,073      $431,494     $495,301  $478,505  $1,849,373
Impact of
 change in
 accounting
 principle       163        (2,837)     (14,722)   30,194      12,798
            --------- ------------- ------------ --------- -----------
After
 change in
 accounting
 principle  $444,236      $428,657     $480,579  $508,699  $1,862,171

Gross
 profit
As
 previously
 reported    $70,970       $62,716      $77,011   $58,898    $269,595
Impact of
 change in
 accounting
 principle      (770)         (777)      (7,373)    5,897      (3,023)
            --------- ------------- ------------ --------- -----------
After
 change in
 accounting
 principle   $70,200       $61,939      $69,638   $64,795    $266,572

Earnings
 (loss)
 from
 continuing
 operations
before
 income
 taxes
As
 previously
 reported    $17,588        $4,427     $(15,675) $(27,465)   $(21,125)
Impact of
 change in
 accounting
 principle    (2,880)        1,198       (8,201)    5,369      (4,514)
            --------- ------------- ------------ --------- -----------
After
 change in
 accounting
 principle   $14,708        $5,625     $(23,876) $(22,096)   $(25,639)

Earnings
 (loss)
 from
 continuing
 operations
As
 previously
 reported    $12,396        $9,930     $(47,499) $(40,338)   $(65,511)
Impact of
 change in
 accounting
 principle    (1,649)          296       (7,460)    5,776      (3,037)
            --------- ------------- ------------ --------- -----------
After
 change in
 accounting
 principle   $10,747       $10,226     $(54,959) $(34,562)   $(68,548)

Net
 earnings
 (loss)
As
 previously
 reported    $12,650       $10,062     $(47,350) $(40,958)   $(65,596)
Impact of
 change in
 accounting
 principle    (1,649)          296       (7,460)    5,776      (3,037)
            --------- ------------- ------------ --------- -----------
After
 change in
 accounting
 principle   $11,001       $10,358     $(54,810) $(35,182)   $(68,633)

Earnings
 (loss) per
 share from
 continuing
operations
 - diluted
As
 previously
 reported      $0.39         $0.31       $(1.49)   $(1.26)     $(2.05)
Impact of
 change in
 accounting
 principle     (0.05)         0.01        (0.23)     0.18       (0.09)
            --------- ------------- ------------ --------- -----------
After
 change in
 accounting
 principle     $0.34         $0.32       $(1.72)   $(1.08)     $(2.14)

(ii) The fiscal 2008 information was revised to reflect the removal of
 the one-month reporting lag for foreign operations.

RACINE, Wis.--(BUSINESS WIRE)--Oct. 29, 2008--Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, announced today that it will participate in the Gabelli & Company Symposium in Las Vegas on Tuesday, November 4 at 1:15 PM PT. Modine's Executive Vice President - Corporate Strategy and Chief Financial Officer Bradley C. Richardson will present at the conference.

A live webcast of this presentation may be accessed through: http://www.wsw.com/webcast/gabelli24/modi/.

Modine, with fiscal 2008 restated revenues of $1.9 billion, specializes in thermal management systems and components, bringing highly engineered heating and cooling technology and solutions to diversified global markets. Modine products are used in light, medium and heavy-duty vehicles, heating, ventilation and air conditioning equipment, off-highway and industrial equipment, refrigeration systems, and fuel cells. The company employs approximately 7,900 people at 33 facilities worldwide in 15 countries. For more information about Modine, visit www.modine.com.

RACINE, Wis.--(BUSINESS WIRE)--

Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today announced strategic plans to scale back its focus on the global vehicular HVAC market through the intended divestiture of its Korean-based vehicular HVAC business. The Company's Korea subsidiary includes standalone vehicular HVAC research and development, testing, application engineering and manufacturing capability for automotive, commercial vehicle, off highway, bus and train HVAC systems, along with similar technical support and manufacturing for original equipment (OEM) automotive, commercial vehicle and off highway engine and powertrain cooling components. The Korean HVAC business was included in Modine's acquisition of WiniaMando Inc's Automotive Climate Control division in 2004 for approximately $80 million as part of its strategic expansion into the Asian OEM cooling and vehicular HVAC markets.

Modine currently has a significant global market position in the engine and powertrain cooling product lines and will continue to focus R&D, testing, application engineering, and manufacturing capabilities and resources in these areas. Modine will finalize its plans for continuing these activities in the Korean market in the upcoming months in order to support this important business in the region as the company moves forward.

"The Korea acquisition heightened Modine's technical presence in Asia and brought regional research and development capabilities that served as a foundation for subsequent expansion of our relationships with key OEM customers," said Modine President and Chief Executive Officer Thomas A. Burke. "At the same time, given its continued focus on vehicular HVAC for a highly concentrated customer base, our Korean-based manufacturing operations, while achieving top line growth over the past four years, have had difficulty attaining the global revenue diversification, profitability and return on capital employed targets envisioned at the time of the acquisition and, ultimately, expected by our shareholders."

"The decision to scale back our vehicular HVAC module business reflects Modine's increased product portfolio and capital allocation discipline, which are key elements of our four point action plan to address business performance," said Bradley C. Richardson, Modine's Executive Vice President - Corporate Strategy and Chief Financial Officer. "We believe this decision represents the best path forward for Modine, for the employees of Modine Korea and, ultimately, for our respective customers. Scaling back the vehicular HVAC business will enable Modine to focus our human and financial capital on our global engine and powertrain cooling, refrigerant component, and building HVAC (Commercial Products) segments, in which we continue to experience profitable growth based on differentiated technologies, as well as the development of solutions for the alternative energy market. Meanwhile, the course of action we are announcing today allows the employees in Korea that are dedicated to the vehicular HVAC business to focus solely on this core business and continue to leverage their growth and technical capabilities regionally.''

"In moving to divest our Korean vehicular HVAC business," Burke continued, "it is important to underscore that we will retain our North American and European focus on refrigerant component and system research and development, design, manufacturing, and sales of PF(TM) condensers and other high performance refrigerant-based heat exchangers, including R744 gas coolers. Towards this end, we are in the process of expanding our European condenser manufacturing footprint with the recently announced Kottingbrunn, Austria, plant investment. Modine invented the PF(TM) technology and will continue to grow this business on a global scale in the OEM automotive, commercial vehicle, off highway, and building HVAC markets. We have significant ongoing research activities demonstrating improved efficiency, performance and packaging options for this world-class product offering. We will continue to maintain and grow our refrigerant systems expertise in this critical area through our newly formed Refrigerant Components team within our global Powertrain Cooling Products Group in order to maximize efficiencies and focus."

Other vehicular HVAC businesses, including the Company's 50 percent share in Anhui Jianghaui Mando Climate Control Co., Ltd., located in Hefei, China, its North American vehicular HVAC module assembly business and its assembly operations in its Shanghai, China facility, will be the subject of further evaluation over the next 12 to 18 months.

At a conference call to review second quarter financial results scheduled for October 30, 2008, Modine management will discuss the impact of the intended divestiture and other factors on the company's 2009 sales and earnings guidance.

Modine has retained Ernst & Young Advisory Inc. in Seoul, Korea to act as its transaction advisor in connection with the intended disposition of the Korean Vehicular HVAC business.

About Modine

With fiscal 2008 restated revenues of $1.9 billion, Modine specializes in thermal management systems and components, bringing highly engineered heating and cooling technology and solutions to diversified global markets. Modine products are used in light, medium and heavy-duty vehicles, heating, ventilation and air conditioning equipment, off-highway and industrial equipment, refrigeration systems, and fuel cells. The company employs approximately 7,900 people at 33 facilities worldwide in 15 countries. For more information about Modine, visit www.modine.com.

Forward-Looking Statements

Statements made in this press release regarding future matters are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on Modine's current expectations. The company'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, the company's ability to successfully implement its restructuring plans and achieve growth and cost savings as a result, the company's ability to successfully consummate the sale of this business, and other factors affecting the company's business prospects discussed in filings made by the company, from time to time, with the Securities and Exchange Commission including the factors discussed in Item 1A, Risk Factors, and in the "Forward-Looking Statements" section in Item 7 of the company's most recent Annual Report on Form 10-K and in the company's most recent quarterly report on Form 10-Q. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law. Modine's financial results, as reported herein, are preliminary and subject to possible adjustments.

Source: Modine Manufacturing Company