Good morning ladies and gentlemen and welcome to the Modine Manufacturing Company’s Second Quarter Fiscal 2015 Conference Call. At this time all participants are in a listen-only mode. Later we will conduct a question and answer session and instructions will follow at that time. (Operator Instructions) As a reminder this conference call is being recorded. I would now like to turn the conference over to your host Ms. Kathy Powers, Vice President, Treasurer and Investor Relations.

Thank you. And thank you for joining us today for Modine’s second quarter fiscal 2015 earnings call. With me today are Modine’s President and CEO, Tom Burke and Mick Lucareli, our Vice President, Finance and Chief Financial Officer. We will be using slides for today’s presentation. Those links 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 two hours after the call concludes. On Slide 2 is an outline for today’s call. Tom and Mick will provide comments on our second quarter results and review our revenue and earnings guidance for fiscal 2015. At the end of the call, there will be a question-and-answer session. Slide 3 is our notice regarding forward-looking statements. I 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’s my pleasure to turn the call over to Tom Burke.

Thank you, Kathy, and good morning everyone. This morning we reported our earnings for the second quarter which included adjusted earnings per share of $0.05, adjusted operating income of $8.9 million and sales of $377 million. Our sales were up 4% from the prior year driven by growth in our building HVAC Europe and Asia segments. Looking at the top-line by segment, our building HVAC segment is performing well led by strong North America heating sales and the addition of the Barkell business in the UK. In Europe, our higher market share in the commercial vehicle space is driving our sales increases above market levels. In Asia, increased launch activity and sales growth in India are driving year-over-year revenue increases more than offsetting the impact of a weak excavator market in China and slowing sales to our highway customers in Korea. We are benefiting from a strong – stronger commercial vehicle market in North America, but that has been offset by weakness in the North America off-highway market. Finally, our South America segment continues to be impacted by weak economic conditions in Brazil. Although our sales were up in the prior year, earnings were down due to several factors, primarily mix and operational inefficiencies. Strength in two of our major markets, namely, North America commercial vehicle and Europe Premium Auto resulted in higher than planned volumes in certain plants that serve these particular markets. In order to keep up with customer demand, we had to add temporary labor expand the seven-day operating plants and increased inbound and outbound expedited freight all of which increased our cost. I’ll cover these inefficiencies and other factors impacting our bottom-line during my segment review. As usual, I’ll also provide an update to our market outlook for the remainder of fiscal 2015. And after that,…

Thanks, Tom and good morning everyone. Please turn to Slide 12. As Tom mentioned, our second quarter yielded a 4% increase in sales, our building HVAC, Europe and Asia segments all contributed to the increase offsetting continuing weakness in South America. In the quarter, the gross margin declined slightly to 15%. The change in gross margin is due to several factors that came together in the quarter. These include an unfavorable sales mix, plant consolidation activities and temporary production inefficiencies at a few of our plants. During the quarter, we had to manage sizable volume increases in certain areas of our business and decreases in other areas. These changes had a negative mix impact on our margin. In addition, most of the volume increases were flowing through a few select manufacturing facilities in North American and Europe. All of this was happening while we are executing on plant consolidations in those two segments. I’d like to provide some additional color on each of these items beginning with mix. We talked about the year mix impact last quarter, margins on our Euro 6 commercial vehicle components are lower than we originally expected due to changes in manufacturing processes. Therefore its volumes increased we are seeing a negative mix shift from Euro 5 to Euro 6. Also there is a slight negative mix shift in our automotive sales. In North America, we experienced a similar unfavorable mix. This is resulting from our volume increases to commercial vehicle customers and decreases to off-highway customers. As you know, we are in the middle of our plant consolidation in North America and Europe, as expected, the plant closures added cost and inefficiencies such as overtime and scrap that impacted our results. We estimate that our Q2 results include approximately $1 million of plant consolidation, inefficiencies,…

Thanks, Mick and although what’s a choppy quarter end, we are confident in our outlook going forward. I would like to highlight a couple of things I am particularly excited about. First, as Mick said, our restructuring programs are almost done. We are close to completing the consolidation and manufacturing operations in Germany and the closure of McHenry Illinois manufacturing facility. These are complicated projects and they will take us a long way towards reducing our cost structure and improving the global competitiveness of these segments. Second, our diversification strategy is working. In North America, we are winning business with new customers and in new markets which will provide future revenue growth. Last quarter, I told you about the wins with power sports customers. We are also getting exciting opportunities on vehicle markets and look forward to increasing our presence in this space. In Asia, we are launching automotive programs that will reduce our concentration on excavators and we are making progress on our commercial vehicle strategy in China. All of these efforts in more gives me great confidence in our future as a company. And with that, we’ll take your questions.

(Operator Instructions) Our first question is from the line of David Leiker of Baird. Your line is open. David Leiker – Robert W. Baird & Co: Good morning.

Good morning David.

Good morning. David Leiker – Robert W. Baird & Co: Can you just walk through – you did a great job of detailing a lot of things. So, some of this is maybe catch-up, because you went fast. Could you just kind of walk us through where you are on the plant consolidation and the restructuring actions and the timing of – it sounds like you expect most of those be wrapped up by the end of March.

Really they will be wrapped by the end of March. David Leiker – Robert W. Baird & Co: So, you have how many locations?

We are consolidating our two main German facilities. David Leiker – Robert W. Baird & Co: Right.

One in the Pliezhausena and combine its Kirchentellinfurt plant is going to consolidate into that plant in Germany. McHenry Illinois plant that we are closing and distributing that business into several plants in North America. As far as the Germany consolidation project, I’d say, we’ve got about 80% of the actual physical equipment relocated which has been a huge challenge of building inventory of – building equipment, consolidating the workforce, integrating them together. We have our one last piece of machinery which is radiator tube mill which is the big issue that we have to move and that’s going to be focused around the Christmas shut down period. So, we are on track. It’s – but it’s – the last step is the big one and but we feel very confident about that. But – then we have to get that restarted coming into the Q1 or fourth quarter of next year and by the end of that quarter, we will clearly have that consolidation in kind of a really good spot. David Leiker – Robert W. Baird & Co: Okay, and then McHenry?

Yes, McHenry, again, we are in the inventory buildup plan. We’ve had the initial let’s say 25% of the equipment moved into the right places. That there are going to actually three facilities in Missouri, Tennessee and Nuevo Laredo will be expanded. The plant, as Mick described, in Nuevo Laredo with another 80,000 square feet of operating space down there to bring some of the key products to give us the scale facility in the PF tube building segment of our portfolio. So, but we got about 80%, 75% of the machinery to move to go and that’s going to be kind of a process again it’s going to take us through the first quarter of next calendar year, fourth quarter of our fiscal year. But we are off to a good start, but it is two big projects, but I feel really good about the status. David Leiker – Robert W. Baird & Co: Okay, and then on China, the oil cooler ramp, as you are doing that, where are you in the ramp phase there? How much more revenue is there to flow through?

Oh, there is a significant amount of revenue will be coming over the next couple fiscal years. Now the launches for those programs have all been kind of delayed over the last, let’s say 12 months. So there has been this kind of project deferral from our OE customers mainly on our engine programs to push those back a bit to launch. They are now starting, will come in earnest. I think in the next fiscal year, we will see a significant growth and that’s say over the next three years, we are going to up to pushing five about 4.6 million oil coolers that I think by fiscal 19 or 18 Mick?

Yes, right to 19.

Fiscal 18. So you are going to see, let’s kind of call it 1 million a year, 1 million a quarter a year starting to ramp up, starting in the end of this fiscal year going into next. David Leiker – Robert W. Baird & Co: Okay, and then the second item here, I know your hands are tied a bit and what you are going to say about the JEC contract, but can you give us some color about the process of winning that contract and what the opportunities are to expand that either with JEC or with other manufacturers in China?

Well, if you think back, I’ll kind of take you back on it to something we talked a couple of years ago about the conversion of the China market to Euro 4 emission standards. David Leiker – Robert W. Baird & Co: Right.

That was coming and that’s closer and as a part of that strategy was that they will have to convert while the copper brass to aluminum products because of the demand of emissions driven by things like EGRs adding – energy or heat into the system that needs to be cool. So as that happens, so the conversion to aluminum was we knew what happened and that’s exactly what happened with this sourcing opportunity. So, I can’t give color on the specific models. But we are very pleased this puts us right where we want to be in the commercial truck space. Somewhere at where we are have its ground positions in North America and Europe with aluminum product and very pleased with how this developed and with the relationship that’s going forward. David Leiker – Robert W. Baird & Co: But what happened with other truck makers over there?

Yes, David, it’s Mick. I was just going to add to what Tom said, two things. From – one thing that’s really nice to see a lot of hard work by the team over there, but both on the automotive side and truck side. Our cost position is continuing to improve and we are competing with local companies there and very favorably from a cost structure and margins, we are very content with and I think that is leading to, is going to lead to additional opportunities. We are proving out to ourselves our ability to really compete there locally in that market. Not just with the large multinationals, but in that region in itself.

Yes, it’s good point, Mick, you know that Scott Bowser and his team in Asia worked a lot on really understanding their cost bases and what they had to do compete and we are getting confidence in that. So in our portfolio of commercial trucks, we have one multinational in our customer base now, one domestic Chinese OEM and talking and involved with others along the way. So, I feel very good about our position going forward. David Leiker – Robert W. Baird & Co: Okay, great. Thank you much.

Thank you.

(Operator Instructions) Our next question comes from the line of Robert Kosowsky of Sidoti. Your line is open. Robert Kosowsky – Sidoti: Good morning guys and Kathy, how are you doing?

Good morning.

Hey, good morning.

Good morning. Robert Kosowsky – Sidoti: Yes, just I wanted to dive in a little bit on North America truck. I was wondering when you saw the maximum amount of inefficiencies during this past quarter?

Yes, well, it’s – as I noted, obviously, the market is up and we are very pleased with our share of the markets specifically who are tied to in the marketplace really gaining share. So that’s been a real good plus. And we plan for that. One of the things that maybe what is surprising is we had a very high seasonal spike in service products and we have been in this business for decades. We have a long tale of service requirements and the summer season is typically when that pops up as little bit higher than normal and it really complicated things that maybe that’s what caught us by surprise little bit. So, service products, just familiarize with that even though things like you can make you build those on weekends or something that the demand for making sure trucks are up in the commercial trucks spaces very, very high point for our OE customers. So, that demand is really focused on highly and we got to make sure we deliver those parts on time. So that whole phenomenon of service support along with the high OE customer demand for production trucks really spike through this quarter. So, we are handling that. We’ve got things that balanced out in our breathing capacity now and let’s say more of a better flow. We are getting back into a 5, 5.5 shift assembly and pack operations. So we are going to see that that cost trend in a positive direction. But it spiked on us this summer. Robert Kosowsky – Sidoti: Okay, but is it fair to say those inefficiencies have kind of keeps and they are coming down and that you have a lot of confidence in being able to, so do you still see rising build rates per day going off the next two quarters and I just worry about not being able to catch up for this cycle?

No, I should answer that more clearly. We are definitely on top of it. The costs are going to go in the right direction. Robert Kosowsky – Sidoti: Okay.

They are going in the right direction, maybe more clear, okay. Robert Kosowsky – Sidoti: Okay, so that means, shedding on the next few quarters you should see better income on the margins flow thereof?

Yes, that will normalize over this quarter and definitely through the end of the year. Robert Kosowsky – Sidoti: Okay, and then what was the thought process on taking in SG&A a little bit and what did you – what did you curb and just kind of more clarity on that?

When we start every year we go through the budget and we’ve got as a rollup we’ve got targets we want to do and then there is a range around it like everything else, that’s why we give all of you a range internally and when we saw the top end of our revenue range coming down a little bit, it was really across the board. So there was no massive one area, there were no massive lay-offs or anything like that. This was across the board asking everyone to really look at pulling in more of the discretionary items. Robert Kosowsky – Sidoti: Okay, so just curbing the spending a little bit.

Yes. Robert Kosowsky – Sidoti: All right, then finally…

And I think about 3%.

And I just echo Mick’s point and I want to give the team a lot of credit. This is something we keep track of where we are on and as we saw this change, we put our head together we want to make sure we have alignment on what’s the priority and what we can tie it on. So the team did a great job of that. Robert Kosowsky – Sidoti: Okay, that’s helpful. And then finally, do you see any other major regulatory changes on the horizon that might increase content for you either on – it doesn’t matter what type of vehicle – but on the horizon from regulatory standpoint that you are excited about coming into flow?

Definitely, I think, China, I just mentioned, okay, with Euro 4 conversion going into the developing countries there is going to be a big opportunity for us and one that we are prepared for with – and have been prepared for a couple of years now as part of our strategy going into Asia. Additionally, let’s say, other markets in North America and Europe, this whole drive for CO2 emissions and essentially as fuel efficiency is driving all sorts of content opportunities for additional heat exchangers where it might be turbocharged engine for this eco boost type system that they are smaller displacement engines, but with a boosted air intake through turbo charging requires a liquid charger cooler is one option which we have a great product for that. And we are winning business in both Europe and potentially in US with additional heat exchangers going into power train devices, we call them TMUs that can heat the transmission or differential oil actually heat that up faster at get cold startups, so that become more – less viscous and be rolling with distances and improves, so fuel efficiency goes up. Waste heat recovery is another big item that we are focused on a research project on commercial trucks. And as I mentioned on electric vehicle, we are very pleased with the business wins we are getting in that space and we’ve talked about the test as in the past and being able to supply that. And the new model exits coming out, we are pleased to be on that vehicle as well with additional content and with product platforms that we are looking to expand into that space even further with others. Robert Kosowsky – Sidoti: Okay. That sounds good. Do you have any sense as to market out growth rate you could do, I guess, ex the BMW impact?

Yes, a tough, complicated question. I think we said for a while, we think if you factor it all in, the core business we have and then the new opportunities going, I think organically that, Tom and I talk about probably in the 5% plus or minus long-term top-line growth rate with that. We got the new market opportunity Tom mentioned in more mature markets and then obviously I will set the balance the continuous pressure we are under from competitions and customers on pricing. So, that’s we’ve been pretty consistently thinking that mid single-digit 5% type of long-term revenue growth rates and then anything we can do over the top looking into new markets, adjacencies or acquisitions to boost that. Robert Kosowsky – Sidoti: All right, that’s helpful and then, one final question. What is the BMW impact going to be in 2016 would you say?

Oh, great question. I’ve got it here. 2016? Robert Kosowsky – Sidoti: Yes, fiscal 2016.

Yes, about €13 million. Robert Kosowsky – Sidoti: All right, cool. Thank you very much and good luck.

Thank you.

Thank you.

Our next question comes from the line of Walter Liptak of Global Hunter. Your line is open. Walter Liptak – Global Hunter Securities: Hi, thanks. My question is on Europe. I wonder if we can get some of the sequential trends that you saw throughout the quarter and obviously, Europe – it looks like it’s slowing down here. And I just – when I address the risk that your market outlook might be too aggressive?

Well, I think, commercial truck, I think we are actually saying it’s going to go down a bit, the balance of this fiscal year but because of our content and the volumes that are rising, our sales are actually going to go up. That’s the point why we look at that as far as a revenue line. And on the premium auto side, what I tell you, the models that we are on and we are very fortunate to be on some key programs, automotive we are going to say it’s flat to up 5% and that’s really driven a lot because it’s premium auto segment that we are highly participating in. So, we’ve got programs that are well overstated planned volumes from our customers and that’s put us into the seven day operation at a couple of our plants both on condensers and oil coolers. Now we are managing those issues through balancing out with other plants and capacity and working with customers on things like that. But, clearly getting – get a hold of the operating constraints through improvements with some investment. But, right now, I’d say that the focus we have is commercial vehicle down 5%, automotive up flat to up 5% because of our sub-segment that we are in inside of auto is pretty good projections for the balance of the year. Walter Liptak – Global Hunter Securities: Okay, and the off-highway?

Yes, off-highway we are showing plus 5%, plus 10% for the balance of the year, but that’s gone up a very little comp base of last year and again it’s a smaller part of our portfolio in Europe. So, it’s not that influential quite frankly to the overall top line. But I think that the comps from prior year kind of what’s driving that. Walter Liptak – Global Hunter Securities: Okay. What was the actual amount of the foreign currency this quarter and what you have forecasted for the rest of the year?

Yes, so, on a year-over-year basis, Walter, FX impact was immaterial on a year-over-year basis. From a total company standpoint on sales, $1 million to $2 million operating income, couple hundred thousand. We are using, for our forecast, we are using a euro rate in about the – about 1.25, that’s the biggest driver for the company and then obviously, the Brazilian Real about 2.45 is what we are using. Going back to when we provided full year guidance at the end of Q4, and the run up in the dollar that’s the impact from our original guidance and where we are sitting today, it’s been about 2% on sales. Walter Liptak – Global Hunter Securities: Okay, okay, thanks guys.

Yes, thanks, Walt.

Thank you and we have a follow-up question from the line of David Leiker of Baird. Your line is open. David Leiker – Robert W. Baird & Co: Yes, couple of things, just to follow-up. The volumes that you saw fall off during your quarter. What end-markets that you see that coming from?

Yes, the off-highway, heavy equipment, specialty and mining and the agricultural equipment has been the biggest factor as we said, it’s down about 20% year-over-year.

Yes, I think when we go through it, David from throughout the quarter, for sure across South America and Brazil. So, all of those end-markets including even the aftermarket which tends to be a little bit more stale – or stable – I am sorry, is then dropping. Off-highway a little bit in Europe and then the heavy duty construction and large excavators in Asia has softened through the last quarter and then what Tom started with the answer, in North America, it seems to be the really large off-highway. We know, there is a big mix when people talk about Ag and off-highways construction, like construction seems to be doing okay. It’s the large horse power and obviously large items like mining where we saw that’s the largest drops. David Leiker – Robert W. Baird & Co: Okay, and then on the capacity shortages that you are running into. How much is this related to the plant consolidations as opposed to just not having the right capacity there?

Yes, no, they are actually separate issues. The capacity constraints are on the automotive side. They are linked to strong vehicle launches in Europe – excuse me – based on our premium customers there. So, condensers, on certain luxury lines with the German premium cars are just running way over, okay, they are stated projection lines. So, we are – by the tune of like 30%. So we are working with customers in that regard on how to add capacity and get support from them. But, it’s really put the challenge to our cutting room planned in Austria on condensers. And the same with oil coolers and liquid charger coolers for our Uden plant in the Netherlands. So, volumes that are – again, it will be double-digit over what was released from the customer and what we have planned for. So, both those cases that we are having moved some products. So we have some capacity available and balance that out and we got – obviously have to work with the customer and that’s we are doing. So, it’s a little bit long, and actually making some new investments to give us capacity we need on certain stamping presses and that type of things. So, that’s in hand, but that’s just going to take a while to work through this quarter and into next to get that. David Leiker – Robert W. Baird & Co: So, do you run the rest of the capacity in place and that falls off and it’s just beginning of the run type volumes that’s not sustainable?

I didn’t catch the question, David. You come back with that please. David Leiker – Robert W. Baird & Co: So, are you seeing a ramp up in volume here in the initial launch phase that then normalizes and you end up getting caught with the excess capacity? How…

We are going to be – so we are not going to add, what I would say is big ticket capital. Okay, this is specific stamping, let’s say could be tools and that type of things where we need to add additional, maybe one additional press which you could bring in from someplace else. So, we are going to be careful on the capital not to get over invested in. But, we are not adding brace furnaces for that, which will be the big ticket item. David Leiker – Robert W. Baird & Co: Okay, and then on the Euro 6 launches in Europe, are you keeping market volume aside, but have you launched – I presume, you launched other programs that you are going to launch over there, right?

Yes, we have. David Leiker – Robert W. Baird & Co: And those volumes are probably running, around 20% below what you thought they were going to?

Yes, that’s that rate. So, and they are some still kind of coming up little bit further on the related launching, but they are about where they are and I think the run rate is close to where we are going to be and that – but that added content is going to make a difference on the top-line for us. David Leiker – Robert W. Baird & Co: And then we are seeing some of the truck makers, particularly the European truck makers take their product portfolio and go to global sourcing. Have you – they’ve done it on brakes, they’ve done it on some other products and these engines are getting close to being harmonized from a regulations perspective. What kind of opportunity you are seeing in terms of taking what you have in Europe and taking it global those – particularly Daimler and Volvo and people like that?

Exactly, now we are working with programs both heavy and medium duty opportunities on global programs in the future, right along those lines. So, that’s exactly right. So we see, in that – in the next couple fiscal years of that switching over with an opportunity to gain share. David Leiker – Robert W. Baird & Co: But I am not sure, you – I mean, correct me if I am wring, but I am not sure you actually have a contract that’s global across a single product, are you?

No. David Leiker – Robert W. Baird & Co: Okay.

On the truck side, well, on the power train cooling side, no. EGR, yes. David Leiker – Robert W. Baird & Co: Okay, great. Thank you.

And I am showing no further questions at this time. I would now like to turn the conference back to Kathy Powers.

Thank you. That concludes the call for this morning. Thank you for joining us and thanks for your interest in Modine. Good bye.