Susan Fisher - Director of Investor Relations, Corporation Communications Tom Burke – President, Chief Executive Officer Brad Richardson - Executive Vice President Corporate Strategy, Chief Financial Officer

Andrew Deangelis – Keybanc Capital Markets Analyst for David Leiker – Robert W. Baird

Good day ladies and gentlemen and welcome to the Modine fourth quarter earnings conference call. (Operator instructions) I would like to turn your call over to your host for today, Ms. Susan Fisher, Director of Investor Relations, Corporate Communications, please proceed.

Good morning everyone and thank you for joining us today for Modine’s Q4 and full fiscal year 2008 earnings call. With me on today are Modine’s President and Chief Executive Officer, Tom Burke and our Executive Vice President Corporate Strategy and Chief Financial Officer, Brad Richardson. As most of you know, both Tom and Brad moved into expanded roles with the company upon the retirement at the end of our fiscal year 2008 of our former CEO David Rayburn. Our format for today’s call will be approximately 30 minutes of prepared remarks followed by a question and answer period. We will be using slides with today’s presentation. Those slides are available through both the webcast link as well as a PDF of the PowerPoint 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 two hours after the call concludes. Before we begin, a brief reminder 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 & Exchange Commission. And with that said, it’s my pleasure to turn this call over to Tom Burke. Tom.

Thank you Susan and good morning everyone in this my first earnings call with you as President and CEO, it is very difficult to have to report our largest loss in our company history. Although this was a difficult year, it also sparked important and pivotal changes as we move forward into fiscal 2009. Simply put, 2009 is going to be a year of blocking and tackling to build a foundation so we can attain our goal of top tier earnings performance by 2010, 2011. We are making the necessary changes now to ensure the future viability of Modine. To put 2008 in perspective, we had a continued strong growth in Europe, South America and our commercial products group as you can see in the year over year percentages over Q4 of 2007. This growth was largely offset by significant underperformance in our North American and our Korean business operations. As we have been actively transforming the company from a regional base component supplier to a global thermal solutions provider, we’ve had our challenges, specifically and most notably the slow recovery in the North America truck market, the rising input costs and recessionary pressures in North America. And while business conditions have been challenging, we’ve also had internal execution issues as well, namely around the inefficiencies of our plant closures and product transfers from our earlier announcement, restructuring in 2006 and some new product launches earlier last year. We’ve also suffered from not moving fast enough to a greater scale positions in our North American operations and facilities. This is now changing. And lastly, underperformance in Korea where the profitability and customer diversification that we envisioned when we bought the business in 2004 have not been realized and we are moving decisively to correct this problem. While our financial results…

Thank you very much Tom and as seen on slide 9, you can see the format that I plan to cover, as Tom mentioned: the fourth quarter highlights, the fiscal 2008 highlights, an update on our action plan to address the business performance and our guidance. I think of those of you who have read our release, this is certainly a very, very complicated year in trying to understand the underlying performance and so what I’d like to do is to turn to slide 10 and start to walk you through the overall performance. This slide provides the highlights of the reported financial results for Modine’s fourth quarter 2008 and again I’ll just repeat, you know we recognize the difficulty in trying to understand these results and therefore have provided additionally clarity in subsequent slides to demonstrate the underlying earnings level and momentum of the company. As identified on this slide, sales were quite strong with the continued strength in Europe and South America and recent strengthening of our commercial products segment. On an underlying basis, excluding the favorable foreign currency translation benefits, sales were up 9%. The gross profit conversion on this increase in sales was adversely impacted by $3 million in repositioning costs and $2 million in an out of period adjustment as well as ongoing operational inefficiencies stemming from the restructuring of the North American OE business. The results were also impacted by impairment related charges associated with Modine’s operations in Korea. The outlook for this business has been reduced due to continued pricing pressure from the key customer for this business and the current inability to effect a manufacturing related cost reduction necessary to make this business successful. Also, as part of our product line evaluation process, we cancelled our development of the PF squared or…

Thanks Brad. So in conclusion in 2008, we saw continued strong performance in Europe, South America and in our commercial products group. While the North American OE segment and our Korean business clearly underperformed. As we enter 2009, we foresee continued strong growth in South American and commercial products. Europe, while continuing to perform very well will experience some moderation of its strong growth. In Korea, our near term expectations are as Brad mentioned for a deterioration in performance. We are actively addressing the performance issues in both North America and Korea. With that said, we are very pleased with the quality of our order book and foresee significant technology driven growth and solid fundamental growth drivers around both emissions compliance and increasingly fuel efficiency. We are continuing to execute on our four point plant, including manufacturing realignment, portfolio rationalization, capital allocation discipline and SG&A cost reduction. 2009 is very much a transitional year for Modine, a period of the needed blocking and tackling to restore our profitability and attain our stated gross margin and return on capital employed targets between 18-20% and 11-12% respectively. Finally, and to conclude, we have a great team spirit in our company and our technical capability is unmatched. We are establishing a clear leadership model based on specific behaviors to drive both accountability and on continuous improvement in our bottom line performance as we teach and drive these behaviors across the company, we will see accelerated improvement in our results. With that, Brand and I would be happy to take your questions.

(Operator instructions) Your first question comes from Andrew Deangelis – Keybanc Capital Markets. Andrew Deangelis – Keybanc Capital Markets: On FY09 guidance. First of all, looking at the various segments incorporated within that guidance, I was wondering if you could flesh out what you expect North America and Asia to do specifically, incorporated within that guidance range.

I can speak qualitatively, I’m not going to provide specific segment guidance. What we’re expecting clearly with North America. If you kind of sort through all of the underlying restructuring, repositioning, inefficiencies, we are expecting the North America business to improve. You would expect that given the moderate improvement that we’re seeing in the build rates in the North American truck business. Having said that, clearly the North American business is facing some headwinds around the commodity prices, in particular on the steel cost. But again underlying North America, we’re seeing the turn in that business with improvement. It is as Tom mentioned and as I mentioned in my prepared remarks that the OE business specifically in Asia, specifically related to Korea is projected to actually decline. And this is because of, we’re currently working with a customer, trying to resolve some commercial issues, the primary customer for that business and we clearly have a lot of work to do on the manufacturing costs in order to arrest what is a deterioration in the Modine Korea performance. Andrew Deangelis – Keybanc Capital Markets: Also you had mentioned a moderation in the European profitability during FY09, I’m just wondering what is your expectation around that?

I think Europe as you know has done very, very well, you can see it from the segment performance and we’ve been very, very pleased but what we’re assuming again is a moderation to flattening if you will of the performance out of Europe in our fiscal 09. Andrew Deangelis – Keybanc Capital Markets: What do you guys expect the commodities impact to be during FY09 incorporated within the guidance.

It is included. I mean the impact of the commodities is included in the guidance. We’re assuming $3.80 copper, $1.35 aluminum and $12.50 for nickel. Certainly if you look at year over year, the change in the performance of the company, copper was high last year, we’re expecting it to remain high again this year. So it’s not a huge factor in the year over year, it is the aluminum that is up $0.10 to $0.15 a pound and so we do have and we’re very pleased with the hedging activity that we have in place. There probably is a negative impact on the year over year guidance of about $5 million. Andrew Deangelis – Keybanc Capital Markets: That’s all in or is that just aluminum?

That’s aluminum. Andrew Deangelis – Keybanc Capital Markets: Okay, and so all in, what would you expect the commodities cost increase to be year over year?

I think clearly copper being flat and nickel down moderately and then you factor in the steel inflation that we’re seeing, I would estimate we’re probably in the $10 million range on a consolidated company basis. Because you know that the steel, we’ve taken active measures obviously with our contracts but also with the futures market to try to mitigate the impact of aluminum and copper and there’s just not a good market for purposes of hedging on our steel exposure. So clearly and Tom may want to speak to this, that we are clearly working with the customers on the impact of steel.

We’re working with all of our customers very aggressively and appropriately to make sure that there is a sharing of this burden that can be passed through Modine, we can’t absorb that. So the sales teams around the globe are all focused on a common process approach to make sure that we address it appropriately. Andrew Deangelis – Keybanc Capital Markets: How do your steel buys normally work, are they mainly on a spot basis or do you have contracts in place?

We do have contracts in place with semiannual price predetermination. Typically we’re trying to, we’re typically locked for about six months. So we will be seeing obviously in July of this year we will be seeing some increases. Andrew Deangelis – Keybanc Capital Markets: So that $10 million that you spoke about kind of anticipates what may happen in July?

Correct. Andrew Deangelis – Keybanc Capital Markets: You talk about a strategic review of the Korean business, expected restructuring in that business, I was just wondering if you could maybe provide a general overview of your strategic perspective on that business and flesh out any expectations on the restructuring.

We start fundamentally just looking at the business elements and the changes that have happened. Brad said we’ve got a tough situation commercially with our customer, we’re probably not as, we’re penalized a bit more with the pricing pressures in that market and we’re working aggressively on that end. Operationally we’ve been working very hard for the last couple of years, a team in Korea has been focused on that but we just have run into some tough situations on getting those operation efficiencies in place. We’re going to take the next step up to evaluate what those changes can be and from there you look at all options quite frankly Andrew. But right now its fix the business, whatever we have to do and that’s our focus. Andrew Deangelis – Keybanc Capital Markets: And when will a definitive determination on the restructuring actions be, any timeframe on that?

I think this is something that, again, there’s quite a bit of activity going on right now and I think this would be kind of in the second quarter, our second quarter when we’d be able to update you as to how successful we think we’re going to be to affect both the commercial side of the business which is critical but also the manufacturing cost reductions. And just to ensure clarity, again in my prepared remarks, in the guidance that we have provided here, we have not assumed any cost associated with restructuring, we clearly would update that, that is restructuring of Korea, we clearly would update that again along with progress on our activities in the second quarter.

Your next question comes from David Leiker – Robert W. Baird. Analyst for David Leiker – Robert W. Baird: This is Keith on the line for David. I just wanted to dig into some of the special items that we pulled out this quarter. Is there by any chance an after tax number that you could provide us with? You know the long list of asset impairment charges if we kind of wanted to get down to an adjusted EPS number on the bottom line, I guess that’s really what I’m hitting at. We can get to an adjusted pretax number but don’t know what the.

We provided the guidance for pretax. I guess what I would do is leave it to you to, if you want to try to apply some normalized tax rate, as we put in our forward thinking is we are expecting the company to get back to a normalized tax rate in the 2010 timeframe, that is our fiscal 2010 when the US business returns to profitability and therefore we’re able to start to release if you will some of the valuations that we’re having to put on the losses that we’re taking in North America. So my best guidance at this point is if you want to just assume our normal 30% tax rate which we had been running at for many years and then we ran into the situation that we’ve run into with the US losses. That’s the only thinking I can provide to you at this point. Analyst for David Leiker – Robert W. Baird: With Korea we expect that to deteriorate in fiscal 09, is that at the top line operating profit line or both?

The top line has been, quite frankly, positive. We’ve had very, very strong revenue growth out of Korea and we’re not expecting a deterioration in the top line. It is the pricing issues from the key customer and the inability at this point to take a corresponding amount out of the manufacturing cost to protect the margins of the business. And that’s the equation that Tom spoke to and that we’re focused on is to figure out how we can stem the margin decline in that business. It’s not a top line issue. Analyst for David Leiker – Robert W. Baird: Could you offer a little more detail on the strength in Europe, that business has really been doing quite well recently, is that on the truck side, the auto side, both?

It’s both.

The automotive has been strong, the truck has been strong, especially with the exports going into the East and into Russia. Our engine products business in Europe has been very strong. So it’s been a combination of both markets as well as a very, very, we’ve been launching new programs in particular in the engine products area and condenser programs.

I’d add that the manufacturing utilization is very high in Europe, okay, so the pattern that we’re following in North America to build up that capacity utilization, get that scale, the Europe team has done a great job of really getting the maximum amount of their assets, so that’s been another key factor for that team. Analyst for David Leiker – Robert W. Baird: It sounds like you guys are taking market share over there, next year we expect that business to moderate a little bit, is that just general economic activity over there is slowing down or is there anything Modine specific where that business isn’t going to grow quite as fast as it did this year?

I think probably the growth is down a little bit but the market is churning, there’s going to be a lot of resourcing on the truck market with the sourcing of 2011, 2012 with Euro 6. So I think the growth rate is just going to slow down some but it will still remain very healthy.

Just to build on that, the market share gains that we’re expecting again is with the Euro 6 vehicle changeovers which will be in the 2011 timeframe.

We have won some great product sourcing over there with premium brands, both in automotive and in commercial truck.

Your last question comes from Andrew Deangelis – Keybanc Capital Markets. Andrew Deangelis – Keybanc Capital Markets: I was wondering if we could get a snapshot in time here as you update people on the various footprint actions that you’re taking. I mean I know you’ve opened a few plants in Asia, one in Hungary and then the closure of the first set of plants in North America, just wondering if we could get a snapshot in time here.

On the new plants, we are actually filling a plant in [Shinai], it’s launching its initial products and over the course of this year there will be another eight product launches this calendar year. By the end of this calendar year that plant will be reaching a lot of its capacity, in Changzhou, yes, I said [Shinai], I meant China, excuse me. In India we are just finishing off the plant that’s going to be launching later this year with its first product in the September timeframe. It’s going to be controlled atmosphere braising aluminum products, charge air coolers and also aluminum layered oil coolers will be coming online later in the year. So it’s a little bit behind Changzhou in China. In Hungary the plant is going to be a highly leveraged plant for the Euro 6 sourcing that Brad mentioned, so that’s a real key part of the footprint. We’re going to be looking at again, aluminum cad braising with modules in that plant to satisfy the truck commercial opportunities on power train cooling modules. In Mexico the plant is launching in North America with targeted automotive applications in this region and we have half that plant will be available by the end of this year, still for further growth, so we’re looking at that growth very carefully as to what market we want to target that growth so we view that as a very key opportunity. On the closure side, we’re going to spending this year, pretty much all of this calendar year focused on preparing for the transfers and so you’re not going to see a whole lot of activity in this calendar year to be specific. But there’ll be the inventory buildup, preparation along those lines will be starting in early next year. On our 2006 restructuring announcements though we have closed the plant in Richland, South Carolina and Toledo and Jackson in Mississippi is now closed and we’re targeting the Clinton plant for closure this fall with the balance of the product line with the customer there. So we’ll be finishing out this year, the previous restructuring announcements and preparing this year for major activity on closure in the following fiscal year. Andrew Deangelis – Keybanc Capital Markets: What is driving the $34 million increase in cash restructuring costs versus the range that you initially laid out last quarter?

What’s driving that, again the total costs are the same but one of the things, the third party consulting costs are up slightly because we have expanded the scope of the project with this consulting firm to assist us not only on the original scope which is the manufacturing closure but also on the product line rationalization activity that we have going on in the North American business where we’re going plant by plant, product by product, customer by customer and making decisions on either commercial decisions or exit decisions. So that’s the incremental cost, but again the all in cost on a cash and non cash are the same. Andrew Deangelis – Keybanc Capital Markets: So it’s really just more of a scope issue than any issue related to timing?

Absolutely right, it’s a scope expansion and the economics of that we think are very attractive. Andrew Deangelis – Keybanc Capital Markets: I know you touched briefly on the charge you took in the commercial products group for the product line closure, just wondering if you could expand on your comments there and as to why that decision was made.

This is a product that’s been under development since 2001, a very innovative product that quite frankly was received very well to the market. The problem was that this is a PF coil product so going away from traditional round tube plate finned it offered our customers in this segment an opportunity for efficiencies to be gained in that to get out of copper and to reduce their refrigerant charges in their systems and so on. The problem was we really faced manufacturing launch issues. So the development process was not as robust in the process end as it should have been, so the simultaneous engineering that needed to happen to make sure that we had a capable process to ensure delivery to our customers and to ensure profitability to the company, we could not, we did not have confidence in that and decided to drop that product line and focus on a different direction for that market. So it was a responsible decision, a lot of lessons learned have gone in with that, we’ve looked at that very carefully and quite frankly the organization structure is focused to make sure we address that issue in the future, that we have that simultaneous engineering effort up front to make sure that we launch appropriately.

Okay, thank you very much for joining us today for our discussion of our Q4 results, we look forward to apprising you of our progress next quarter. Thanks again.