Good morning. Thank you for joining us today for Modine’s first quarter fiscal 2011 earnings call. With me today are Modine’s President and Chief Executive Officer, Tom Burke as well as Mick Lucareli, our Vice President of Finance, Chief Financial Officer and Treasurer. We will be using slides with today’s presentation. Our slides are available through both the webcast link as well as a PDF file posted on the investor relations section of our company website, modine.com. Also should you need to exit the call prior to its conclusion, a replay will be available through our website beginning approximately 2 hours after the call concludes. On page 2 is an outline for today’s call. Tom and Mick will provide comments on our first quarter results, our outlook for the remainder of the year and our strategic overview. At the end of the call will be a question-and-answer session. On page 3 is our notice regarding forward-looking statements. We want to remind you that this call may contain forward-looking statements as outlined in today’s earnings release as well as in our company’s filings with the Securities and Exchange Commission. With that, it is my pleasure to turn the call over to Tom Burke. Tom?

Thanks Bob and good morning everyone. Let’s turn to slide 4, as Bob mentioned in a few moments we will be reviewing our financial and operating performance for the first 3 months of fiscal 2011. Before we do so however, I want take this opportunity to formally introduce you to Michael B. Lucarel, who we appointed Chief Financial Officer earlier this month. I am delighted to be working with Mick in this new and well earned capacity. As many of you know, we evaluated numerous high quality candidates over the past several months. A very deliberate search process served us well. I had an opportunity during this press as to also work very closely with Mick, who emerged as a clear choice for the job because of broad financial background, in-depth knowledge of our business units and markets and perhaps most importantly, a consistent ability to link our financial and operating objectives with our primary goal of creating long-term shareholder value. Also, many of you have gotten chance to get to know Bob Castro over the past 8 months. I am very pleased that Bob will continue to have a significant investor relations responsibility so you will continue to see in here for him in the future. I look forward to working with Mick and Bob and the other members of our senior leadership team as we continue to move our company forward to our long range objectives. Turning now to slide five, we had a very strong quarter. Our performance reflects the significant progress we have made in transforming our company and delivering it through the economic downturn. Our sales have improved dramatically since this time last year. The pace of the recovery is in fact more rapid than we had previously anticipated, even a few short months ago.…

Thanks Tom and good morning to everybody on the call. Let’s turn the slide to 7 and I will walk through the income statement. First we are very pleased that Modine turned a profit in the quarter and we can begin to talk once again about positive earnings per share. Sales increased by 91.6 million, or 36% in the quarter. This was driven by strong growth in North America, Europe and South America. I will cover our segment results in more detail in just a few slides. Gross profit increased by 20.1 million resulting in a 210 basis point increase in our gross margin. This margin improvement was driven by the higher volume combined with our higher operating leverage. This represents Modine’s highest gross margin since the first quarter of fiscal ’09 despite volumes being 107 million below that period. As a percentage of revenue, SG&A declined to 12.1% from 15.2%. In dollars, SG&A increased 3.3 million as expected due primarily to higher pension expense, higher net engineering and development expenses and increased employee compensation expenses. It is also important to note that income from operations increased to 14.1 million from a loss of 4.9 million in the prior year. Other income swung from 5.8 million of income in the prior year to 3.6 million of expense or a $9.4 million decrease. Approximately 9 million of the 9.4 million decrease was the result of foreign currency impacts of Modine’s inter-company loans. We continue to have a high effective tax rate due to the complex nature of the current tax situation. Despite the low relative level of total earnings; the company is a tax payer in certain jurisdictions such as Brazil, Hungary and the U.K. On slide 8, we have a comparison of Modine’s pro forma results on a year-over-year basis.…

Thanks Nick. Turning on to slide 15, as pleased as we are with our near term performance, I think it’s important to view this quarter, or any quarter in that matter in context with our longer term strategic objectives. As you know, we entered the economic downturn with a mission to not only survive but to truly transform our company and emerge stronger with regard to a balance sheet, product portfolio, and cross position. As our research performance indicates, we are well on our way to achieving this objective. Looking to the midterm, we have stated our goal to attain 11 or 12% return on capital by the end of our fiscal year 2013, and are increasingly confident these goals are within our grasp. This would be a significant milestone in view of the challenges we have faced. To be clear we see the 11 – 12% return on capital not as our ultimate destination, but rather as our way point to our longer range objective of delivering sustainable, profitable growth and even higher returns thereafter. Turning to slide 16, I would like to walk you through our progress and prospects along each of these three strategic objectives. First, we have made tremendous progress in re-shaping and rebuilding our company. This started in 2006 with the new organization structure that has enabled us to align with our global customers, standardize our best practices and establish clear accountability toward achievement of our long range financial matrix and operating objectives. Next, we’ve introduced and are passionately driving our culture of continuous improvement through the Modine operating system, which threw a focus on critical leadership behaviors and mentoring principles, rooting out waste, driving efficiencies, and streamlining critical processes both on the production flow and in our administrative functions. I expect these to benefit…

(Operator instructions). Our first question comes from the line of Walt Liptak of Barrington Research, please proceed. Walter Liptak – Barrington Research: Hey, thanks, good morning guys and

Good morning Walt Walter Liptak – Barrington Research: So, the first thing I want to ask about is North America and the revenue that you got this quarter, and I wonder if you could provide some color on what happened, and I think, if I understand the guidance you said that revenue is not going to -- that we were going to see sequential down from here throughout the rest of the year, is that right?

Yeah Walt, this is Mick, that’s correct, first quarter a lot of strength and Tom will add to that in a minute, but a lot of strength especially in the off-highway markets drove the North America results in Q1. We also traditionally -- that’s the strongest quarter for that business segment, with some seasonality in Q2 and Q3.

Exactly right, the number of production days are up in Q2; they follow up with summer holidays and Christmas breaks; typically with fewer days in the outgoing quarter as well. Walter Liptak – Barrington Research: Ok, is there something about the off-highway business whether it’s like inventory, building -- I would think about these lines of sequence -- whether you get the product --

Obviously, I think there is a bullet effect that’s going a little bit with inventory levels being so low, some of our OE customers and coming back to that, the natural level that the market pulled. But there are clearly also increases in the market segments as you know, so we -- the last two months have really seen the -- is our typical look of really rising, releases have gone on but it occurred or are typical releases, so we are seeing both a rise in increase in actual orders and the feeling of inventory needs of our customers. Walter Liptak – Barrington Research: Okay, got it, and then at the gross margin, in North America, it’s nice seeing the number but I would have felt that the gross margin in North America would be higher as a result of more volume going through. Is there something unique about the first quarter or the North American gross margin that gave you 12.5 which is down year-over-year?

You are right to identify that. Both North America and South America had a heavy impact in Q1 year over year from commodity prices, and two different reasons; in North America we have a few large customers that still have semiannual and annual price agreements, and unfortunately those kicked in prior to the Q1 so we -- as raw materials increase we were still charging the lower price. In South America, it’s traditional not to have the formal pass to agreements, there they have to watch much more closely what the competition is doing, and also there is a piece of our business in South America that’s after market product. It’s clearly based on what’s going on with the market in catalogue pricing. Sure answer is the commodity impact for those two businesses. Walter Liptak – Barrington Research: Okay, so I wonder if you could just talk about what gross margin might look like. When do you get the price increase? Is it in the back half of the year?

There is a shift going on in North America as we try to guide to. We definitely see some strength in the core markets, but that would help. We’ll also have the price as well adjust throughout the year, commodity prices. But we also have some volume adjustments which we signaled there, which were due to plan program whine down. For example one of those is our passenger thermal management business, which we exited last year is winding down, and then there’s another one; it’s an automotive program that we mentioned in the press release. There’s a little bit of volume impact there also. Walter Liptak – Barrington Research: Okay, and the aluminum hedge, how much of the aluminum are you going to be hedging with the impact?

We look right now at the processes, we are looking specifically at customer GAAPs, so I can’t give you a fixed percentage of a buy that we are going to hedge. I think for those that have been following Modine for a while you know certain of our businesses tend to be more naturally hedge or have better pass through agreements. The hedges that we put in this year were specific to those customers that have the long term price arrangements, the semiannual and annual price arrangements who put the hedge in last month. So those were tied to those specific customers. Walter Liptak – Barrington Research: Okay, great. Okay thanks. I’ll get back in queue.

Our next question comes from the line of David Leiker of Robert W. Baird. Please proceed. David Leiker – Robert W. Baird: Good morning. How are you all?

We’re doing well David, how are you? David Leiker – Robert W. Baird & Co.: Doing great. I first have to offer some compliments on the press release in presentation. Fantastic; great job on that.

Thank you David Leiker – Robert W. Baird : Secondly, as we look -- I want to focus on the SG&A line here first. You upped it from the previous guidance of 10 to 15 million to 15 to 20. You may have said that incremental trend is coming for while?

Yes, two areas primarily, David, some of the costs are just up due to the higher volume and the results; one of them is the management incentives are up due to the higher volumes and performance. Another one is foreign currency related and then there’s just some other areas of SG&A that will tend to be a little bit more variable like our commissions in the commercial products, travel, entertainment things like that, but the bulk of it was in those items that I have just walked you through. David Leiker – Robert W. Baird : It doesn’t look like we saw much of that in the first quarter of yours is that right?

That’s correct, and the other thing I wanted to point out is that the salary increases that were budgeted in this fiscal year have not kicked in across the globe. Those will be patterned in through they are the remainder of the fiscal year. David Leiker – Robert W. Baird : Okay great, and then in Europe, the premium order in Europe are clearly you see in the strength there from these other folks who have commercial vehicle exposure in Europe, you didn’t seem to call that out yet, that almost seemed as they’re just not larger than in your earlier [multiple speakers].

Yeah it’ we are forecasting that up to be 13% over last calendar year date are impacted and we did not call that out in the management review but you’re right; we are seeing that showing signs of strengthening, we are seeing that in order books and the off-highway is gone from a flat to slightly up mode as well, so in both case in Europe we see an off-markets in Europe, we’ve seen some improvement but clearly the automotive premium market is the strongest. David Leiker – Robert W. Baird : And then you must -- by that comment, I am guessing that your exposure in Europe on the commercial vehicle side is more off highway and medium duty and less than heavy duty?

Right, that’s right. Our exposure on commercial truck is obviously lower than it is in North America equivalent to state of objective to grow that, we feel very confident about that with the Origami technology, but right now it’ a little bit less than it is typically on the medium duty side. David Leiker – Robert W. Baird : Okay, a clarification item on the guidance, the adjusted EBITDA 105 to 115 you have 10 million in add backs, does that include any potential make whole payment that you included in the interest expense number? I just want to reconcile that.

No, David. That would be, that whole make whole payment would be interest expense and not included in an EBITDA number. David Leiker – Robert W. Baird : Of course.

But our interest guidance would include the make whole payment in there, that was 30 million range. David Leiker – Robert W. Baird : And then in that if we pull that out it looks like the interest expense number that would be left is comparable to what you current report in your Q1, it doesn’t look like you are putting in there any benefit from lowering interest cost or anything along those lines.

We knew you would ask that question, and it’s a good question. Since we are in the middle looking at those options I think all we can tell you at this point is what we stated publicly is one of the key reasons why we would do it, would be to capture the lower interest expense from Modine, but at this point we are just in the middle of doing all of our analyses. David Leiker – Robert W. Baird : And then one last item here, this inter-company loan and the currency impact on that, is there any way for us on the outside to try and have a better handle on how to model that at all because it’s becoming a pretty big swing factor what’s going on in the currency market these days?

Yes in our Q David, we’ll schedule out inter-company loans in the currency. From that point on what it really depends on is what foreign currency rate you want to model. Bob, anything you would want to add to that?

The biggest loan we have with our exposure is our loans with Europe about $41 million worth of loans at this point David and so as you look at the movement in the Euro and model at the movement in the Euro you can see how that might impact that $41 million balance. David Leiker – Robert W. Baird : As you go through re-negotiating your credit agreement do you have any intention of putting in a European piece of that that would provide natural heads for you on that?

The real issue of what we do is that allows us a tax efficient repatriation belt. There they are really as a matter to move money around our different regions in a tax efficient matter, that’s the driver of it. David Leiker – Robert W. Baird : Okay.

And just a little more color on that because the way the Euro has been moving, it’s become a bigger number. Modine’s always has the inter company loans but we’ve looked at hedging but it’s just why I wanted to point out it is literally a non cash item, these are long term notes and if we thought there was a large bullet payment coming due, we may look into a hedge, but on the hedge we will be paying a counter party in a case where we are paying but there is no movement in cash around the globe. We just think it would be an inefficient way to try to manage that. David Leiker – Robert W. Baird : Yeah okay. I understand, thank you.

Our next question comes from the line of Adam Brooks with Sidoti & Company; please proceed. Adam Brooks- Sidoti & Company: Yes real quick, let’s talk I guess on Asia, kind of jumped out in the quarter gross margin hoping up to 9.2 and I guess my question is, I know you have that plan capacity for about 200 million annually, what are you doing as far the work force over there I guess kind of where SG&A is going to shake out and do you need to add anybody back and what run rate do you need to get to before you start adding more workers over there?

Clearly we are on a pretty fast launching and growth rate in China and not quite as fast in India, we have -- our growth rates are well mapped out by hiring leads. Management has a pretty good handle on that, so it’s not a constrain for us that we see on being able to march that growth rate in the midterm. So I just want to make sure I am answering your question; the growth rate is steep, the contribution and performance of the division is running at a level that we’re satisfied. We feel very capable of being able to match that --the need over there, plus we are supporting -- we have a lot of corporate support going into Asia, not necessarily a full expat support we have travelers to make sure that the transfer of knowledge process capabilities and those things are there and again we feel very satisfied with that system we’ve put in place. Adam Brooks- Sidoti & Company: And one more question, as far as the contribution margin I guess what do you see going forward beyond this year’s sustainable -- what kind of earnings I guess would you see as being sustainable as far as the contribution margin?

In Asia? Adam Brooks- Sidoti & Company: No, in general, consolidated.

And you are talking about income from operations? Adam Brooks- Sidoti & Company: Yes.

I think what we like to do is just reference you back to the guidance we have -- we stated we think 25% or so conversion on the volume, we feel very good about the SG&A and I prefer to let you do your modeling on the volume but if you roll those through that’s really what we are seeing for the remainder of the year and then it’s below the line but we wanted to point out we potentially have the make whole payments and the tax situation is a very unique situation right now.

Alright, thank you very much.

Our next question comes from the line of Ann Duignan of JP Morgan; please proceed

Hi guys, it’s Ann Duignan.

Hi Ann.

Hi. Most of my questions have been answered at least detailed ones, just a point of clarification in your interest expense, you’ve included the cost of this potential make whole payment but you have not included any benefits, is that the way that I interpret all of that conversation?

Correct, our current assumption is the rates we are paying today.

But you have included the cost?

Yeah we’ve included the cost.

Okay I just want to make sure that I interpreted that correctly, and then just taking a step back and looking at some of the end markets, can you talk a little bit about are you seeing any significant strengths within any particular OEMs; something like a John Deere on the ag side or Navistar on the truck side? I mean are there specific OEMs sort of driving some of the acceleration in demand that maybe you didn’t anticipate a quarter ago?

Well I think we’ve been receiving feedback from the bulk of our OE’s; Caterpillar, Deere, Freightliner, Daimler and so on that -- and Navistar that there was a, and Volvo as well, that there were signs of improvement and orders going up. And so what’s really happened in these last two months is we’ve seen just clear visibility going forward. I mean that’s the big difference from two months ago is that it’s gone from ‘Hey there’s good news in the market anticipating increases to clearly what we are seeing is long term visibility that we are seeing through our releases both in Europe and North America for really each segment. So I feel really there’s no one in particular I can say; it’s just a broadness where we use term a broad -- strength going across all of our customers and really in each segment in each regional segment as well.

And then the releases, can you talk a little about that, what kind timeframe are they giving you, are they giving you three months kind of early releases and then are they kind of lock them in two weeks ahead of time or?

Our release is very -- for each segments, we issue in region. Typically we are giving a twelve week release for material protection in North America and what we’re seeing is those -- instead of that release is coming out and they are adding to over the course of the month additional orders, that’s the difference in the dynamic in North America. In Europe, we have a very integrated ERP system which really shows our order book releases from our customers and that’s still back out to pre-recessionary levels with the releases going out into our Q4 and Q1 of next year. So again it’s that just confidence building in the last couple of months that the order books are just filling more robustly.

And kind of counterintuitive I think that premium automotive would be accelerating in Europe, given the current macro environment over there, is it just that you’re got -- I won’t say lucky but let’s call it lucky, that you’re on the right platforms at the right time or is it exports or what’s you sense of what’s really going on over there?

My understanding, I can’t really describe what’s happening in Europe from a macro economics standpoint. However, we do know that the exports to Asia specifically China are way up. An article recently I saw in Wall Street Journal 900,000 millionaires in China really wanting to have German cars. Okay, I mean specifically so -- I guess you can call it a lot but I think it’s a measure of our respect technically within our European team that they have the ability to have product on the kind of customers we do in that region. So I think it is a tribute to our team rather than just fate.

I appreciate that. I didn’t mean to insinuate that it was fate alone. I don’t want your team in Europe getting upset with me. I think that that was it in the big scheme of things, I thought it was a good, clean quarter and I think the outlook we understand. This is a little interesting to me that you would cut the cost of make whole payment into your outlook but not the benefits but I thought that’s just being conservative so we’ll take it as that. So I will take any other questions I have offline, appreciate it guys.

Thank you

Thanks

(Operators instructions) Our next question comes from the line of David Leiker of Robert W Baird. Please proceed. David Leiker – Robert W Baird: Yes its, its two last items here. We’ve heard -- follow up on this particularly in German, the Germany automakers, it sounds like some of them are going not shut down over the third quarter summer. And insuring from some of the truck makers that they are increasing their build rate in Q3 so that you would feel today is the build rate is higher. Just curious whether your guidance incorporates those two elements.

Yeah what we really did was we approached the latest forecast cycle which is built into our guidance to everybody, David. We looked at our Q1 run rate and the best we could say at the time was if that continues at those levels and then adjusting for any known seasonal shut downs or program wins or losses. Well I guess what we did is we looked at Q1 and looked at that current run rate without trying to build then a drop or an increase in any of our core markets. Tom, would you said --

No, you’re exactly right. There’s been a lot of time, which we’re really analyzing it deeply. You are right we are seeing that impacted a little bit of the season we would see in Q2 is being taken out of our forecast because of what you just said. David Leiker – Robert W Baird: Okay, and then lastly there increase in truck and the truck side of the world of fuel economy, CO2 emission, things along those lines, are you seeing more folks on that part of the industry coming to you to help with solutions on that or do you think the pace about it -- I know you’ve been talking about that for a while, just curious whether you are seeing that accelerated all, and then (multiple speakers) keeps up.

We clearly, and we call it our growth drivers and it is [indiscernible] even more than the opportunities we are seeing, the technology we have and we said it in one example of the waste recovery example we teamed up with an engine manufacturer and -- the DoE funds and super truck and we were working off that base with several truck OEs, both North America and Europe now on [waist deep] recovery so we see this is a very -- and its grown from what I would call an interesting thing to a fast attracted technology that’s being pulled forward by the OEs themselves and not just trucks by the way so [indiscernible] some OE automotive people that really are interested in that technology. So we are very excited about this. As a matter of fact, if you look at our total research dollars being spent, it’s a high proportion that is focused on that technology by itself because of the demand from the market and from the customers. David Leiker –Robert W Baird: And with your relations that you have or development work that you are doing with [Comments] do you have any restrictions on using that with any other engine manufacturer, any other OE?

No, the restriction was part of the arrangement going in and out. They have their opportunities and we are enabling and helping them as well as other truck producers that may produce engines internally. David Leiker –Robert W Baird: Okay, great. Thank you very much.

(Operators instructions) Our next question comes from the line of Walt Liptak of Barrington Research. Please proceed Walter Liptak – Barrington Research: Thanks again. I wanted to ask a question about page 13; when you were talking about the outlook. In North America, you talked about the wind down of some automotive and commercial vehicle business. Can you give us an idea of the revenue that is going to be rolling off or winding down?

No. Walt, it’s Mick. We prefer not to do that. I can tell you it’s beefed into our budget, into our plan -- the programs are not surprises but there is so many moving pieces so whether there is the -- David was asking how the shutdown is going to happen and the strengths in the markets in the second half, I just would prefer not to try again on that level.

Walt, we don’t -- and I’ve made this comment a couple of times now, that we don’t single out specific customers on the either the, let’s say the opportunity side or the loss side but as Mick said, there is no surprises here. What I would call it is there is normal switching that happens in the industries we plan. Some of those by design, some on our own choosing actually that we may elect to make a move one way or the other [indiscernible] making sure our mix of product in that particular segment is as healthy as it can be and I can qualify that, we’re saying I am very happy with our mix of product as we are moving forward in our targeted markets. Walter Liptak –Barrington Research: Okay I appreciate that but let me ask the question this way then. Say you’ve got the revenue guidance of 16 to 20% , will North America be within that range or will North America be lower and you get higher growth rates in the rest of the world?

No, we see North America in that range; we were just trying to work through and make sure everybody understood there was some seasonality impact to that business and a few other moving factors other than just the construction [indiscernible] taking off. We want to make sure everybody knew that there is a blend in that business going on this year. Walter Liptak – Barrington Research: Okay, and with North America up 42%, without the commentary that you’ve made about that, it would look -- if we were just going to model that out, we think that the growth rate would probably be higher than 16 to 20% for the full year.

Exactly Walter Liptak – Barrington Research: Okay, right so you’d be at least at the high end of the revenue guidance in North America?

We’ll let you put the pencil to the paper Walter Liptak – Barrington Research: Alright, okay, thanks for the help

There are no further questions at this time.

Okay, thank you everyone for joining us for this morning’s call.

Thank you for your participation in today’s conference. This concludes the presentation, you may now disconnect.