Good morning, my name is Jessica and I will your conference facilitator today. At this time, I would like to welcome everyone to the Lear Corporation’s third quarter 2008 earnings conference call. (Operator instructions). I would now like to turn the call over to Mel Stephens, Vice President of Investor Relations.

Thank you, good morning everyone and thank you for joining us for our third quarter earnings call. By now you should have received our press release and financial review package. The materials have also been filed with the Securities and Exchange Commission and they are posted on our website lear.com under the Investor Relations link. Today our presenters are Bob Rossiter, Chairman, CEO, and President, Matt Simoncini, Chief Financial Officer, and also with us here in Southfield are Dan Ninivaggi, Executive Vice President and we also have the presidents of our two operating units, Lou Salvator, President of Global Seating and Ray Scott, President of Global Electrical Electronics and there is a number of other Lear financial executives here as well to open the Q&A. Before we begin, I would like to remind you all that during the call we will be making forward-looking statements that are subject to risks and uncertainties. Some of the factors that could impact our future results are described in the last slide of the deck and then they are also included in our SEC filings. In addition, we will be referring to certain non-GAAP financial measures. Additional information regarding these measures can be found in the slides labeled non-GAAP financial information, also at the end of this presentation. Let's turn now to slide two. Here we provide the agenda for today’s review. Mr. Rossiter will review the business environment, discuss the company’s operating priorities, he’ll turn it over Matt Simoncini, who will review our third quarter financial results and discuss the outlook and some other financial matters and then Bob will come back with some wrap up comments. Following the formal presentation, we will be happy to take your questions. So now, if you’ll please turn to slide number four, I’ll hand it over to Mr. Rossiter.

Thanks, Mel. As you know, we are experiencing an unfavorable economic environment and declining automotive product in our mature markets. In this environment, we are taking necessary actions to withstand the current industry downturn. At the same time, we are maintaining our focus on strategic priorities. Despite the sharply lower production in the second half of this year, we expect to generate positive free cash flow in the fourth quarter and for the full year. We have initiated an operating improvement plan to strengthen our financial results and financial flexibility over the next 12 months. Matt will provide more details on this plan in a few minutes. We have faced many challenges before and each time we have emerged an even stronger company and I expect that to happen here too. If you turn to slide five, our near term operating priorities are fairly straightforward. Our top priority is to execute the operating improvement plan I just mentioned and to achieve $150 million in savings as soon as possible. This plan consists of incremental actions globally, ranging from more significant near term cost reduction actions, as well as temporary measures and selected deferrals of spending. In addition, we are retiming certain restructuring actions and focusing our spending on the initiatives which achieve the greatest near term economic benefit while also maintaining financial flexibility. Our plans are carefully targeted to adapt to the present business conditions and lower production levels we are facing. This year our outlook for the industry is 12.9 million units in North America and 19.7 million units in Europe. Obviously, next year we expect production levels in both markets to decline further. We will do this while we continue to deliver superior quality, service, and to our customer service regardless of the external environment. Please move to…

Great, thanks Bob. Please turn to slide 11. The business environment in the third quarter was extremely challenging with sharply lower production in both North America and Europe. Our sales of 3.1 billion, we delivered core operating rate of $46 million. Free cash flow was a negative $17 million. We continue to achieve increased benefits from our restructuring initiative, as well as other ongoing cost efficiencies. However, these favorable factors are not enough to offset the sharply lower industry production and inverse platform mix in our mature markets. For the full year, our outlook is based on industry production of 12.9 million units in North America and 19.7 million units in Europe. In this production environment, we are forecasting net sales at about $14 billion and core operating earnings are estimated to be in the range of $440 to 480 million. On the next few slides, I’ll cover our third quarter results and full year outlook in more detail. Slide 12 of the presentation breaks down the industry environment in the third quarter in more detail. In North America, industry production was 12.9 million units. It’s down 17% from a year ago. The domestic three were down 23% and our top 15 platforms were down 33%. In Europe, industry production was 4.3 million units, which is down 3% from a year ago. Production for our top five customers in Europe was down 8%. Prices for key commodities were generally higher than a year ago, but started to trend lower during the third quarter. The impact of net commodities during the quarter was negative, with steel representing a majority of the impact. Slide 13 provides our financial score card for the third quarter. Starting with the top line, we posted net sales of $3.1 billion, down 441 million from last year.…

Thank you, Matt and Dan and Mel To summarize the total business conditions have become very challenging. In response, we will improve our near-term operating results by $150 million. This is incremental to our ongoing cost improvement in global restructuring actions. We are also making solid progress on improving the longer-term competitiveness of our business. Despite the challenging industry conditions, we expect to generate positive free cash flow this year. Going forward, we intend to remain proactive in managing our cost structure and liquidity position, and lastly, we believe a longer-term outlook for our business is positive. Now I'll open it up for questions.

(Operator Instructions) Your first question comes from the line of Brian Johnson with Barclay's Capital. Your line is open.

Good morning. Want to go into a little bit more depth on the restructuring. Three questions. One, what do you think the restructuring costs are going to be for '09, and then if you could give us some sense of the cash cadence within that.

Okay, starting with restructured form nine, Brian, what we said previously is that we would expect restructuring in '09 to be fairly consistent year over year. Based on a new improvement plan and need to maintain our financial flexibility, we see that coming down by about a third at this point. Obviously with the industry conditions, based on affordability and pullback, we'd like to do more if we can. It's been a positive investment for us to date, where we've been making returns and paybacks in the two to (inaudible) year area. So, we believe that that's been very good for us. From a cash cadence standpoint, this year we expect our cash use to be about $175 million. We expect that to come down slightly next year with the reduction in the restructuring expense. Typically on average, the restructuring is about 90% cash related and tend to be noncash charges typically, on average.

Okay, and what are you seeing in terms of decremental margins, both in fourth Q and the how you might think about them going into '09?

A little bit early to talk about margins in '09. I think the production environment in the Q4 as we see it right now and obviously a lot of uncertainty surrounding it, but we see it to be fairly consistent in North America with the third quarter. Europe is getting a little bit soft, and we're seeing some slow-up in the growth and actually pullback a little bit in Asia. Now, the European and Asian markets don't contribute on a downside as richly as North America does because the type of the vehicles and the level of vertical contribution. So, the way to look at it probably is to say that the production environment is about the same in North America. We have instituted our improvement plan. We've kind of given the guidance for the full year based on that production, and you can kind of get to the margins from that standpoint, working backwards from a full-year guidance. Some of the improvement plan actions that we've implemented are near term and have been considered into the guidance that we gave on a lower production.

Okay, and finally, on the backlog, any update on that? In January you said it was $600 million, but given the lower outlook in '09, where can we expect that to go?

Well, you're right. We give updates in January on a backlog, and the way we define the backlog, Brian, is net new committed business, net of low loss, and a lot of things go into it, everything from FX to platform volumes, and obviously the production plans of our customers are changing from time to time in light of the industry conditions. Year-to-date we've won about $700 million in net new business. Now, when we gave the backlog update in January, it was $600 million, but it was $600 million for the three-year period of '08, '09, and 2010. When we give the update in January this year, when we're able to cycle through all the new production plans and the volume assumptions, we would layer on to $700 million. Now, the $700 million though is over a five-year period because typically programs run five years. But based on our previous backlog and a new business win, we would expect to have a backlog now in the $1 billion range. But again, there's a lot of flips and takes, things change rapidly, as you know, in today's environment. But that's about where we would be.

So, about $1 billion when you add all that together?

Right, and now that's the three-year. That would be the three-year period, '09, '10, and '11.

'09, '10, '11. Okay. Thanks.

Your next question comes from the line of Chris Ceraso with Credit Suisse. Your line is open.

Thanks. Good morning.

Good morning.

It looks like some of the weakness in the quarter was below the operating line. Can you talk about the performance in some of the non-consolidated subs?

Right. Probably the biggest issue in the non-consolidated subs was with our investment in the interiors business, IAC, which his hitting headwinds mainly in North America on production volumes, and the rotation out of the large SUVs and pickups, which impacts them, as well has headwinds on the resin and commodity products. So, that's probably the biggest driver on the JDs that roll up into that line.

Okay, so, that probably continues into Q4, any thoughts about changing your relationship there or reducing your stake?

Well, in all likelihood they will have to raise additional capital. We would not intend to participate in that, so we may suffer some dilution.

Okay, but it sounds like you're okay with that.

Yes.

Okay, it looks like you're expecting the fourth quarter in Europe for your top 5 customers to be better in Q4 than in Q3. Are there big launches coming up? Because your comments and everybody else's comments seem to point to fourth quarter getting worse than third quarter in Europe.

The one thing to remember about Europe is the third quarter has a pretty healthy summer shutdown, more so than we do in North America. And so, from a linear standpoint, it improves from a year-over-year it gets worse.

But I think in your slides you showed that in Q3 your top five programs in Europe were down 8%, and in your outlook you showed the full year down 4. What's the Q4 specifically?

As far as what our top platforms or--

Top platforms. Top platforms in Europe on a year-to-year basis for Q4.

We don't really talk about top platforms. We talk about top customers.

Right, the top five.

It's just a much more segmented standpoint, but on a fourth quarter we're talking about it being down year over year 16%. On a linear basis it's actually up slightly from the third quarter.

Just to be clear, so, the top five customers, which were down 8% in Q3 year to year you're saying will be down 16% year to year in Q4?

Year over year. Correct.

Okay. That makes more sense. Just lastly on commodities: Can you talk about the lag effect for you? Will you feel any of the change in spot prices in Q4 or not until '09?

Well, the majority of our exposure to commodities is through the purchase components, and we talked about that in the past. Our direct steel buy is only about £300 million. There is a lag. Typically there's about a month lag from the time of the raw steel prices until we see it actually get converted into product. We don't expect to have a benefit. In fact, I think we're still forecasting a bit of a negative impact in Q4, and we incurred it in Q3 through the purchased components. It's important to note that on a year-over-year basis, even though we've seen a pullback, it hasn't been back to the '07 exit rates. What it will do is I think eliminate pressure on the supply chain that's incurring a lot of the burden of the higher commodity costs. So, while they have pulled back, we're still higher than what we exited last year at. We believe that it'll help us eliminate a risk and reduce the pressure on our components. Now, the commodity cost impact comes in from a couple different ways. One, there is the direct cost on the steel that you buy. Two, there is the indexing agreement on certain component purchases. So, it is a cost and I think it eliminates a risk or reduces the risk going into '09, but it's not going to be, at this point we don't expect it to be a tailwind.

Just one more, if I could. You've layered in a number of different restructuring actions over the past couple years and you've made some changes here recently. Can you just boil it down to what your expected cost savings that you think you'll achieve in Q4 and then on a net basis in 2009?

Right. You know, the way to look at restructuring is we've been averaging between 2 to 2.5 years on a payback. We've been running a little bit hotter. Our census actions typically return quicker for the obvious reasons, and then plan consolidations are a little bit longer in a payback. Right now we've anticipated I think the last call we were talking about a year-over-year improvement in this year versus 2007 of about 100 million. We're actually running a little bit better than that. We would expect that same type of improvement going into next year, but again, it depends largely on the cadence of how we do the restructuring, the financial flexibility plan. If we have the ability to do more financially, we'd like to do more because we believe in face of the production environment that's been a good investment for us. Now, we've talked about in the press release around $250 million of savings to the program today, and that's off of roughly the little over a half billion dollars in expenses. So, all in all, it's been pretty good for us and we'd expect to have that same level of savings going into '09.

Thanks, Matt.

Your next question comes from the line of Rod Lache with Deutsche Bank. Your line is open.

Good morning everybody. Just first of all, did you say what the commodity hit was in the quarter, the dollar impact?

No, I didn't, Rod. It was about, in the seat segment it was roughly $20 million on a direct basis, but the real impact was probably higher than that because with the stress in the supply chain it hinders our ability to get purchasing savings and work with our suppliers because they're incurring a lot of these costs directly. So, the real impact is probably higher on a year-over-year basis, but the direct cost was about 20.

Alright. There's been a lot of talk about the tier two level and dependence on asset blackballing. Any color on what the status is there? Is there the potential that you guys may need to step into some of those situations?

Well, the activity obviously has picked up with the distress bolt in the industry as well as the tightness of the credit markets, so, it has in fact. Just to put a frame of reference on it, I think going back to 2005, we had about $50 million of distress cost. That's when we had interiors and it was disproportionally related to the interiors components. It cut in half in '06 and it was basically nil last year. This year we've seen an uptick in the distress. We have a group that's dedicated to it and working with the suppliers and trying to be proactive in identifying when suppliers are having the difficulties in certain early warning systems. We have incurred additional cost, but it has not been material yet, and it's probably for the full year I would expect to approach closer to '06 levels than anywhere near what it was in '05.

Okay, and obviously there's a lot of focus on this 3.25 leverage covenant. Could you just give us some color on the collateral underlying the revolver and the term loan, what kind of valuation is on that and are there other assets that you have that could be pledged in exchange for relief on those covenants?

Well, Rod, I've got our expert on collaterals to enable us (ph 00:40:08). Shari Burgess, our treasurer, is going to help me with this question.

Hi. On the collateral behind that is a combination of hard assets in the U.S. and the pledge of the majority of our subsidiary stat. We do not disclose the valuation of the various stock pledges, but they do have when we negotiated the agreement they had well over one times coveraged. So, they were pretty well covered.

Okay, and what's unencumbered at this point? What additional collateral if that were, if it were to come down to that, would be available to you at your disposal?

Well, we have to, it's dependent on what the end ventures allow, and right now they're allowed up to 10% of our U.S. assets. And so, depends on the value of the U.S. assets.

So, there are additional U.S. assets that you can pledge, or no?

Right now they have 10% of our consolidated assets. So, right now under the end ventures that's all they can have.

Rod, this is Dan. So, there's a bond restriction that limits our collateral to 10% of total consolidated assets. So, that's the limiting factor on collateral. That excludes the stock budgets though.

Okay. There's a limitation on leans and the bonds you're saying.

Yes.

Okay, and then, Bob, you mentioned something about participating in consolidation in electronics. Were you talking about that from the perspective of being a buyer or a seller? Can you just elaborate on that comment?

Buyer.

Okay.

That's all the elaboration I'll do.

Alright. Thanks.

You know, we're actively looking for opportunities to strengthen that business and strengthen our seat business as well, and we'll have to obviously have some partners to help us do some things that we want to do on a go-forward basis, but there's opportunities out there and we're pursuing them.

Okay. Thank you.

We're a strong business, Rod. Don't worry about us.

Thanks a lot.

Thank you.

Your next question comes from the line of Himanshu Patel from JPMorgan. Your line is open.

The question earlier on decremental margins, can we just go back and talk a little bit about how decrementals would be different between Europe and North America? I know labor costs are obviously secure there, but on the other hand, you make less money there and you're I don't think as vertically integrated. So, are decrementals roughly comparable or would you say there's a big difference there?

No, there's a difference there typically. If you look at what drives the margins, typically it's the size of the vehicle, how many seats or the complexity of the electrical distribution systems, and usually there's more overall content on larger vehicles. There's nothing in the European class that really competes with large SUVs with three rows of seats that are highly contented or the electrical distribution systems that go into those type of vehicles. So, the drivers on the margin, Himanshu, is both the content, how much of it is our content, and typically we have more control of the content in the North American market in the North American customers than we do in Europe which has a higher degree of directed. And then, how much do we make of it? And we have more vertical integration typically in North America. So, if we use the 20% rule overall, which is how we've been talking about sales conversion, downside sales conversion, in many institutes in North America it's slightly higher than that, and in Europe it's slightly lower than that on average.

Understood. And then, Matt, what percentage of your European workforce is temps?

I do not know. I wouldn't even factor a guess on that. I'd have to look that up.

Okay, and then can we go back to Rod's question on covenants? What sort of '09 industry volume assumptions would actually get you concerned on breaching the covenants?

Right now CSM is at 11.9, which is actually -- or 11.8, it's pretty consistent with what we've seen in the second half. I don't really want to walk through a break-even scenario of something like that. The reality is we don't really sell to the industry. We sell to specific car lines, and it's as much important as what they make, but also the cadence in which they make it on a quarterly standpoint. So, I don't want to talk in generalities. We have a trailing 12-month or 12 four quarters type calculation, Himanshu, so obviously our focus and our priority right now is managing through a very uncertain production environment. We're trying internally to develop and implement an aggressive improvement plan; we're well on our way. We've taken a nice first step on it. So in the event that -- there is uncertainty. We're just focused on managing our operating plan and being proactive with maintaining as much flexibility as possible.

And we are absolutely confident that we're going to make it through this period. Himanshu Patel – JP Morgan: Mm-hmm. And can I -- I'm sorry, I missed the first part of the call. But the improvement plan you're referring to, you had also made a comment, I think earlier, Matt, that the restructuring expense in '09 would be cut by a third, potentially to keep you away from breaching the covenants. What's the difference? What's an improvement plan versus a restructuring plan?

Well, the improvement plan is off the second half run rate. What we now -- it could be said we now have a second half run rate. When we announced it, we said, look. We have a second half run rate environment that's going to be very consistent with what we've seen in second half. And it's important that we maintain our financial flexibility with both the uncertainty that's in the credit market but also the industry uncertainty that's out in front of us. So if we look at the improvement off the reported operating earnings, which includes obviously restructuring, we have to look at areas where we can implement quickly improvements. And that's a combination of both temporary actions and suspending and deferring certain actions that may be very good for the business but have a longer term payback horizon. For instance, expanding certain capacity actions in emerging markets. Obviously we're sitting on some excess capacity in the mature markets and even though that's a good payback, we will slow that growth down. Other actions are pure structural cost reductions, the painful actions that we've taken on the census actions globally for us would be something that would provide an ongoing cost benefit. And the third is reprioritizing our restructuring. It's not saying we're not going to do it, but we're going to slow it down. And a lot of these investments have been very good for us. On average the payback's been around a little over two years, which is extremely good, and it's been beneficial for us. But we would reprioritize them to try to maintain this level of financial flexibility in what is a very uncertain industry environment. Himanshu Patel – JP Morgan: I see. So it sounds like you would pull back on actions that require severance payments and instead save cash or improve earnings through CapEx, benefit reductions, those types of things.

Well, it's important to know that we have a very strong liquidity position, and we have a strong covenant cushion exiting the third quarter and we expect to have a strong position in the fourth as well. I'd like to do -- we'd like to do more restructuring but again, we're just maintaining. The key focus for the management team is implementing our operating plan, maintaining our flexibility, and balancing the different things we can do to maintain our flexibility in a down market. Himanshu Patel – JP Morgan: Okay. And then if Sherry, if there just -- I don't know if you could even comment on this, but if there was a breach in the covenants, any -- would you care to--

There won't be a breach in the covenants. Himanshu Patel – JP Morgan: Well, let's say there was. If there was.

Let's say there wasn't. Himanshu Patel – JP Morgan: What is a mid-range outcome, without putting any numbers on this, as you go back to the banks.

Himanshu, really, we're not going to talk about breaching covenants, because we're not going to have a breach in covenants. And I'm not trying to be rude to you, but we're not going to answer that question. Himanshu Patel – JP Morgan: Okay.

Alright?

Your next question comes from the line of Rich Kwas with Wachovia. Your line is open.

Hi, Good morning. Matt, could you discuss some of the restructuring activity, what's the split between Europe and North America?

I'm sorry, you're breaking up but I think the question was the split of restructuring activities between North America and Europe?

Yes, that's right; that's right. It's been about -- to date it's been about two-thirds to one-thirds North America, to date. But we're looking globally at areas where we can improve our footprint and better compete, and we've taken some tough actions in Europe and we've done the same thing in North America. But that's about the breakdown.

So if Europe's going to come down, say, 12 or 14% in production next year, or at least Western Europe does, does that split increase for your restructuring initiatives?

Not necessarily. Because it's more to do with the components. Because with JIT contracts it really depends on the seat contracts, even though the volume's down, if we maintain a contract with the customer, we need to stay in that Just in Time facility. So it doesn't work quite that easily. And the level of vertical integration is greater in North America than it is in Europe. And that's more of a driver; it's more on the component side.

Okay. So there wouldn't be much of a difference there.

I wouldn't expect it at this point.

And then, in terms of '09 for CapEx, your guidance is 180 to 200 for this year. How much can that realistically come down for next year?

Well, there's a couple drivers on CapEx. One is obviously the backlog, and as the backlog increases obviously lots of capital getting put in. Also the restructuring actions drive a lot of capital spending and as does the expansion into emerging markets for the last two years we've averaged about 200 million in capital in the core businesses. Little bit early to be talking about '09 right now, but I can't see it being materially different--

Okay. so you wouldn't--

--at this point.

So you wouldn't expect a material decline, necessarily.

I wouldn't expect a material decline or increase.

Okay. Alright. Thanks.

Thank you.

Your next question comes from the line of John Murphy from Merrill Lynch. Your line is open.

Good morning, guys.

Hey, Murph.

If we look at your current market cap of 190 million roughly equates your annual CapEx number -- have you ever thought about taking the company private now the stock has been so slack here?

Thanks for pointing it out, Jack.

I'm not sure -- no, it's a real question. I mean, is there anything preventing you from doing that, or -- is that something you've thought about?

In this market, I mean obviously there are a lot of things on the table. But the priorities right now are maintaining our liquidity and financial flexibility.

Okay. And you haven't had any discussions with any of the cast of people that were looking at this in the last two years that were looking for, offering $36 or better, that they may come to the table again and buy this at a much cheaper price?

We wouldn't comment on that in any event, but--

We're not interested in any help, either. We're okay.

Okay. And then if we think about Electronics, which you talked about on slide nine, it looks like you have a CAGR from 2008 to 2012 in sales of a little bit better than 13.5 %. I mean, I would imagine that that includes a pretty big acquisition. Is there any way to gauge what is organic and what kind of acquisition might be coming, there?

Yes. Just kind of give a little clarity. This is Ray Scott. Obviously Bob mentioned that we took the organizations in two specific directions and our focus, our streamlining the organization and going global has produced great results. And we believe just internally, organically, that we have the opportunity to grow the business. Now, our track record over the last three quarters would suggest that. So we believe internally we can get there. Now that's based on 2012 and going after very specific products.

But it's important to note too, John, this is a segment where the (inaudible) vehicle is growing, both just in base electronics but also the penetration of hybrids to, by 2012 hopefully we have a recovery of the industry so there should be a pickup back to more normalized productions in America which will give us a tailwind. We don't think we need to make major acquisitions, but if there's something out there, a niche, a tuck-in that makes us more competitive, stronger, allows us to expand diversify, we'd look at it.

Okay.

I'll add to it that Ray's focused on making sure this business grows organically, and it's my job to make sure that we look at any opportunities out there that could help enhance our business. So the plan that we have in place that he has, 5 billion by 2012, he's going to exceed that. And the opportunities we're looking for, we believe, could significantly exceed that. So I guess that's the best answer for you.

Okay. You guys are pretty battle-hardened, been through some tough times out there in Detroit--

Yes, all us battleaxes!

I mean it's clearly still pretty tough and probably getting tougher, and there's some big questions around two of your large customers, GM and Chrysler. And it's tough to call exactly how that situation's going to play out, together or apart. But it's pretty clear it's probably goings be some pretty big potential cuts further in product lines and capacity whichever way this shakes out. In your war rooms out there, are you guys hot and heavy on this stuff? And even if we saw a big cut at both GM and Chrysler, however this shakes out, do you guys feel like you're well-equipped to take a big hit potentially on GM and Chrysler buyings coming down on a structural basis much further than they have so far?

Well, you know, I think the plans we have in place and the way we're looking at global forecasting for 2009 -- obviously we can't share everything with you, but in terms of what happens there, they are both outstanding customers, we work extremely well with them. I think we've got some good products and some good future products coming with both of them. Regardless of how that shakes out, I think we understand where we're at. We react to whatever the issue is. If there's something comes up, well we -- it doesn't take us along to jump into things. We're not going to predict the outcome of it. We respect both of them and we think that we can adapt to whatever situation they send to us. I'm confident that this team that we have here today is the best team we've ever had, and I think we can react faster than anybody in the industry. I'm convinced of it.

Thanks. Thank you very much.

Thank you.

Your next question comes from the line of Brett Hoselton of Key Banc. Your line is open. Brett Hoselton – Key Banc: Good morning.

Hey, Brett. Brett Hoselton – Key Banc: Let's see. Start off with commodities. As we think about the impact of the commodities, Matt, is it ramped up fairly materially as you have moved up to the back half of the year?

It has ramped up. We have seen a modest, very modest impact in the first half. It has, we talked about it a number 20, in the seat segment in Q3 that's roughly double what we saw in the first half. So it has ramped up. But it's important to note too, Brett, that we saw steel hot and cold steel hit about the mid 60s, 60 cents, mid 60 cents with processing costs. I don't know what that equates to at a ton. But we saw that stuff up. So yes, we did see it pick up. Brett Hoselton – Key Banc: And in the electrical and electronics area, obviously benefiting from the copper side, can you give us a sense of what the impact might have been over on the electronics side?

It was pretty modest. With copper, the way it works -- just to refresh everybody is that there's typically a month lag from the time that you'll see a price quoted on exchanges for copper until it actually gets into the raw material that we buy, and then it takes time for it to actually go through the processing in our plant, to wire harnesses. Eighty percent of what we buy is pass through agreements, and we've been successful in partnering them off as far as the time lag from where we see it to the time we get recovery on it on an (inaudible) basis for the customer. So from that 80% we really don't see a whole lot of impact. On the remaining 20 % of our exposure we've hedged about I want to say two-thirds of it, roughly two-thirds of it this year at a price that's been favorable in the average this year so to date so net net it has not been material for us. And we don't expect it to be material going into the fourth quarter at this point. Brett Hoselton – Key Banc: And you talked about the restructuring savings in 2009 possibly being roughly equivalent to the say $100 million in 2008?

Right. Brett Hoselton – Key Banc: As we think about the operating performance improvement number of $150, is that incremental to that restructuring savings that you're talking about?

It is incremental. What it does include, though is a reduction in the restructuring costs spent. So what we talked about, Brett, was initially we were anticipating structuring spending consistent with this year, which would have been the 140, 150 range, roughly a third of the 150 improvement plan is a reduction in that investment on those costs. So roughly 50 million of the 150 is going to come from that area. Brett Hoselton – Key Banc: Finally, as we think about the tax expense, and maybe you can't forecast this into 2009, but it would it be roughly equivalent to 2008 in your opinion or is there some reason to believe it's going to change meaningfully?

Well, I've got our expert on taxes here, Bill McLaughlin our vice president about tax and he'll take that question.

Well obviously it depends on where pretax heads next year, which we're not commenting on. But if it stays similar to this year we would expect it also to be n the 110 to 120 million range. Brett Hoselton – Key Banc: Very good. Thank you very much.

Thank you.

All right, we'll take one final question and then we're going to have some wrap-up comments. Or maybe that was the final question?

Your last question comes from the line of Itay Michaeli with Citi. Your line is open.

Touch up Matt on this status of the pension? If you could refresh us on the US pension plans stand today? And I think you're contributing or plan to contribute maybe 40 million in 2008. Should we expect that to increase significantly, potentially, in 2009?

Well, I'll turn it over to Shari in a minute but obviously the disruption in the equity markets would probably impact our stats from the last time we looked at it or had the measurement date at the end of the third quarter of '07 we were in pretty good shape from a funding standpoint. We were above the minimums, we had made extra contributions. It's also important to note that a couple years ago we closed a number of our salary plants, and so it's reduced our exposure. At the last measurement date we were about 82 % funded, which would have been the third quarter of '07 we were going through the process for this year to finalize what the impact is. Obviously the disruption in the equity markets would be more of an issue of '09. And with that I'll turn it over to Sherry, who works on this pretty much daily.

Well we don't have a particular funding level just now because we don't mention the PBO level but at year end. However, obviously with the impact of the markets it will have impact at the market value of our assets and we expect that we would have to contribute more next year. But we've worked with our actuaries and based on the loss for this year we think it's a very manageable amount. And we'll also have some benefit of discount rates going up this year with the increase in interest rates.

Right. And just finally on the backlog, I believe the '09 portion last quarter would have been 120 million. Has that changed at all with the new business and of course a lot of the volume declines that we're seeing?

It has changed. it would -- at this point it looks like it's going to be a little bit lower because of some program cancellations and push outs. But again, we're going through the process of (inaudible) I would expect that number to change once again before we give the announcement in January.

Okay, great. That's all I have. Thank you.

Okay, thank you all for your questions on the call, and I didn't mean to be rude to Himanshu, it's just we're not going to comment on those issues. I want to thank the finance team; you guys did a great job. Wendy, Shari, thank you Mel. Tom, outstanding job. (Inaudible) and Bill, thank you. You did a great job. We appreciate it. And I know times are tough out there and we've had to take some actions that are difficult, all of which, everything could affect the people in the company. For that I'm truly sorry. But believe me, I care about this team and the people, and I assure you that what we've done is in the best interest of the company to protect it longer term. So just understand this. We're okay. We're going to do well. We have an excellent plan and a great team of people to implement it. And I'm confident in the company and our future. So let's go out there and give it our best. Thank you all.

This concludes today's conference call, you may now disconnect.