Good day, ladies and gentlemen and welcome to the third quarter 2010 Modine Manufacturing Company earnings conference call. My name is Ann and I will be your coordinator for today's call. (Operator Instructions) As a reminder, this conference is being recorded. At this time, all participants are in listen-only mode. We will be facilitating a question-and-answer session following the presentation. I would now like to turn the presentation over to Susan Fisher, Director of Investor Relations and corporate communications. Please proceed.

Thank you for joining us today for Modine's third quarter fiscal 2010 earnings call. With me today are Modine's President and Chief Executive Officer, Tom Burke, as well as Bob Kampstra, Vice President, Controller and Chief Accounting Officer. Our format for today's call will be approximately 20 to 25 minutes of prepared remarks, followed by a Q&A session. We'll be using slides with today's presentation. Those slides are available through both the webcast link as well as a PDF file posted on the Investor Relations section of our company's website at 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 this call concludes. Before we begin, I would 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. And with that, it is my pleasure to turn the call over to Tom Burke.

Thank you, Susan and good morning everyone. We are very excited to present to our investors and shareholders the third quarter results for Modine. Bob Kampstra and I will jointly provide a detailed summary with the quarter. We'll also highlight important factors as we look forward. We will of course provide ample time to answer all questions from our investors and analysts at the end of our presentation. On slide four, we summarize the highlights of the third quarter, which are significant, especially considering the impact of the economic challenges that still negatively impact most of our served markets. Simply put, we had a great quarter. It was our best performing quarter in 18 months despite the continued sales pressure in our largest markets. We attained a gross margin of 15.8% for the quarter. This was our highest level gross margin in six quarters and up 36% on a year-over-year basis and a sequential improvement in our solid performance in the prior quarter. We attribute our performance to our significant cost reduction initiatives year-over-year as well as some modest tailwind from our lower materials cost, a trend which is beginning to reverse as we finish out the fiscal year. During the quarter, we earned 25 million in adjusted EBITDA, by far our strongest quarter of the year and again, demonstrating solid sequential improvement. Bottom line, we earned our first pre-tax profit in six quarters, an accomplishment that underscores a tremendous commitment of everyone on the Modine team and a clear of our Four-Point Plan restructuring strategy. The results are driving value through our Four-Point Plan strategy were again evident in the third quarter as follows. First, we successfully completed the sale of our South Korea vehicular HVAC business, resulting in positive cash flow from the proceeds but more importantly resulting…

Thanks, Tom and good morning everyone. I'm going to walk through a few slides which summarize our financial results for the third quarter as well as our current liquidity position. So starting with turn to slide eight, which is a summary of our P&L for the third quarter of fiscal 2010, as compared to our P&L for the third quarter of fiscal 2009. Turning on top of the slide you see net sales, declining 23 million year-over-year. That decline really is related to the fact that last year's third quarter was only partially impacted by the full extent of the recession whereas in the current year we're looking at a post recession fairly number. When you look over to the box in the upper right hand corner, we show that volume declined by segments. As you can see, the majority of that decline is noted within our North American segment. Within the segment, we haven't seen any dramatic recovery yet from commercial vehicle volumes or the off-highway business post the recession. In South America, Asia and Europe, we do show a slight increase year-over-year, largely due to foreign currency exchange rate changes as opposed to growth within those markets. However, despite this reduction in sales, we did see a 10 million improvement in gross profit year-over-year. Gross margin improving from 11.6% last year to 15.8% in the current year. Improvement in gross margin was largely due to the manufacturing cost reduction actions which the company put in place over the last year under its four point restructuring plan. In addition, we did see some year-over-year lower raw material prices as well as some one-time recovery of engineering design costs in the current year. Looking at our gross margin further by segment, in the table on the right you can see…

Thanks, Bob. As I mentioned in my opening comments there remains significant uncertainty in most of markets we serve. One thing we've learned during these uncertain times is you have to plan conservatively and then react quickly to the changing factors in the marketplace. We know there will be unforeseen factors and volatility as we move forward but we have proven to ourselves that we can adapt as necessary and we will continue to do so. Turning to slide 14, we have spelled out our current assumptions for the calendar year 2010 as compared to the calendar year 2009. In North America, we expect the following. Class A truck sales reach approximately 103,000 units or 15% increase for calendar year 2010. We expect medium truck sales which is Class five to class seven vehicles to rebound by as much at 40% to 115,000 units. In North America, off-highway which is the ag and construction markets, we anticipate a flat market based on lower gain prices and a depressed housing construction market. In Europe, we expect the commercial truck to increase about 5% while the off-highway is anticipated to remain flat. Both of these are coming off a very low base. The light vehicle market in Western Europe where customer base has fared relatively well through the economic crisis is expected to be flat to slightly down this calendar year. In South America, the truck and bus market is forecast to increase 10% in the calendar year, but we have the agricultural market at a flat expectation. Following the divestiture of our south Korean vehicular HVAC business, our remaining sales in Asia are small but are growing rapidly as we launch over 80 programs this calendar year in China and India. Our commercial products group which serves several segments in the…

Thanks, Tom. Turn to slide 16, take a little bit deeper dive into the impact we expect from the commodity trends that we've recently been experiencing. Two factors, we're anticipating are going to put pressure on our margins. First is rising purchase costs and then second is decreasing pass-through price to our customers. I'm going to walk through each of these separately. If you look to the left side of this chart, you see two graphs. The top graph is a 24 month history of aluminum prices and the bottom is 24 month history of copper prices. These are two of the largest commodities that the company purchases. What you can see is both commodities were running at relatively high prices in 2008, prior to the recession and then with the recession there was a dramatic decline in the prices to some lower levels that we were experiencing earlier in 2009. Since that point, both commodities have shown a steady rise in prices. Aluminum up 55% in calendar 2009 and copper up 160% in calendar 2009. We're anticipating that these higher prices will have an adverse effect to our gross margin in the near term. At the same time, we have decreasing pass-throughs with our customers under the contractual arrangements. We have contractual pricing arrangements with our customers that vary. Some are quarterly, some we price semiannually and some annually. So if we use an example of an annual repricing in November for example and we look at this graph over the on the right, we tried to show how this is impacting our results. So let's say we had an annual price that repriced in November of 2008. That would have set the pricing at the higher commodity prices we were experiencing in the prior year. So for the first, second and third quarters of 2009, we were able to charge a higher pass-through to our customers under our contractual arrangements. Then in November of 2009, when that annual contract reprices, it reprices at the very low prices we experienced earlier in 2009, resulting in a decrease in our customer pricing that we're anticipating starting in the fourth quarter. So what you have is with customer pricing decreasing in the fourth quarter, while at the same time our material costs rising, you actually get a double impact which is being caused by the changing metals. We are expecting this to have a near-term pressure on our margins. The extent and duration of this though is not known because it really is dependent on the LME trends. If the LME trends stabilize, what we will expect is that with the timing of our repricing agreements, quarterly, semiannual and annual to slowly catch up and slowly decrease that gap. So at this point, I want to tint back to Tom who will make some concluding remarks.

Thanks Bob. Summary, turning to slide 17, we are confidently focused on delivering on our near-term objectives of converting our established operating leverage while at the same time preparing for future growth and with it long-term shareholder returns. We believe the worst is behind us, we still have more work to do. We will continue to accelerate our plans to improve our performance and competitiveness every day. We will manage any near-term challenges quickly and effectively while remaining laser-focused on delivering on our long-term commitments. The Four-Point Plan remains our strategic framework to drive and guide us forward. Our global product organizational structure and leadership model is continuously challenging our offerings to ensure that we can provide competitive solutions in each region of the world. Our renewed and increasingly advantaged product portfolio is now concentrated to provide high value to our targeted markets and customers. Our research is more targeted than ever on projects that will bring innovation to our current customers as well as new market opportunities. A good example is our extensive focus on waste heat recovery for which we recently received a $5.7 million grant from the Department of Energy to fund additional research in this promising technology to improve fuel efficiency for commercial trucks. We will continue to accelerate improvements in our manufacturing footprint. Our focus is to attain the lowest global manufacturing cost versus our competition through improved scale, low-cost country utilization and continuous improvement in operating excellence through MOS. Our capital allocation discipline and methods are driving us to a leaner asset base that will be highly utilized in conjunction with our future manufacturing footprint strategies. Our aggressive SG&A actions have been affective in lowering our SG&A by 33%. But we've also protected the vital resources required to maintain a strong product offering and…

(Operator Instructions) And our first question comes from the line of David Leiker with Robert W. Baird. Please proceed. David Leiker – Robert W. Baird: Hi. Good morning, everybody.

Good morning, David.

Good morning, David. David Leiker – Robert W. Baird: As we – while we're seeing that a lot of other commercial vehicle related companies here in calendar fourth quarter, the pre-buy activity pretty strong numbers, better than expected in the top line. Did you see much of that at all or not?

No. We really didn't see. There was a lot of talk in the industry with the numbers that came in late in the fourth quarter but that didn't really flow through for us as you can see from our quarter-by-quarter analysis, David. David Leiker – Robert W. Baird: What's the explanation for that? Because (inaudible) they just built every engine that they could in December.

You know, our patterning, our sourcing is with – near 50% of the market. Just the way that balanced out with our content for whatever reason, it didn't flow to the top line. David Leiker – Robert W. Baird: Okay. And then as we look at your commercial truck business, particularly here in North America. Do you have a particular mix spread there between medium duty and heavy duty? Does one matter more than the other?

Well, we have – I would say it's a pretty balanced focus on share between the two, medium and heavy right now. So I don't think there was any impact on that. Obviously, I don't anticipate any relative change as I can think of the numbers here, David. David Leiker – Robert W. Baird: What about your content? You have more content on 13 or 15-liter engine than you do on nine or 11 or…

It varies by customer again. As I think about it there's pretty even content with the module and EGR applications that go in both Royal coolers and the like so I think it's, again, pretty evenly distributed, my guess. We can follow up on that. David Leiker – Robert W. Baird: Okay. And then the other item kind of similar but a little bit different vein, when we look out, all those engines, when we look at production in Q1 versus Q4, calendar Q1 versus calendar Q4, there's a pretty significant increase in production sequentially. Seems like you're indicating that things are more flat sequentially. I'm just trying to understand the difference there. You show North American production up 10 to 15%.

Right. David Leiker – Robert W. Baird: Q1 versus Q4.

I guesses guess in the Q1 to Q4 you're asking. David Leiker – Robert W. Baird: Calendar Q4 to calendar Q1, there's about a 10 to 15% increase in North America.

We thing that's going to be back half loaded on those sales increases. Data read coming in that the sales still remain at a pretty low level compared to that kind of coming out of the last fiscal year from our standpoint and the indications from our contacts is it's going to be a back half loaded because as people anticipate the engine model changes and not wanting to buy in until they're proven out. David Leiker – Robert W. Baird: These are the production numbers. Are you shipping to the engine maker or the truck maker?

We do both. David Leiker – Robert W. Baird: Okay. And then one last item here and I'll cycle back. When we look at the 2010 engines versus the 2009 engines, what kind of increase in content do you have on those engines? Is there a big difference?

Well, the biggest increase came with the opportunity of EGR content on the F 10. With the calendar year 2010 changes on emission, that's where we see most of our content increase was on EGR. David Leiker – Robert W. Baird: Okay. What kind of a content is that – is that 5% more, 10% more or 50% more content?

Well, as the – on a revenue basis, I can't put a percentage on it. I know the opportunity for revenue as we stated for EGR business, it grows to a significant amount of revenue that comes up off the total EGR applications, we have across the market. We stated publicly that we're out there at 80 to $100 million worth of sales, once that fully matures online with all engines in place. David Leiker – Robert W. Baird: What are you currently expecting the time line for that to start to roll through? In 2010, when do you start shipping on that in your guidance of revenues staying relatively flat here?

I think you have different factors as the engines come online depending on what OEM it is, both on commercial truck and off-highway by the way, so therefore that is delayed a little bit more versus the commercial truck deadline of January 10. David Leiker – Robert W. Baird: How are you expecting that, is that something you start to see in calendar first quarter or is it calendar Q2, calendar Q3, where do you thing that starts to ramp up?

I think, David, I think it's slowly ramping up at this point. We've got a number of launches in our Joplin facility over the third and fourth quarters. Actually they are slowly starting to ramp you are starting in the first quarter and I think you will see a little bit steady increase in these volumes as we look to calendar 2010. David Leiker – Robert W. Baird: Okay. Thanks. I'll come around if there's no one else. Thanks.

Thank you.

Our next question comes from the line of Walt Liptak with Barrington Research. Please proceed. Walt Liptak – Barrington Research: Hi, thanks. Good morning everyone.

Hi, Walt.

Hi, Walt Walt Liptak – Barrington Research: Hi. Not to beat a dead horse on the pre-buy thing but when you ship out something that's like maybe a higher priced product like a cooling module or a radiator, does that typically go to the truck OEM or the engine OEM?

The module will typically go to the truck OEM. Walt Liptak – Barrington Research: Okay. So is it safe to say that most of your product is sold to the truck OEM. There is some things maybe EGR coolers or transmission coolers or something that are…

The majority goes to truck OEM either via the assembly point or engine build-up. Now there are different engine, manufacturers that supply the market. I would say that's a minority of our sales. Most are to the OEM. Walt Liptak – Barrington Research: So you wouldn't expect to see a pre-buy because the pre-buy was with the engines, not with the trucks.

Right. Walt Liptak – Barrington Research: Okay. I wonder if I could ask about the gross margin and you didn't give – thanks for the charts and some of the clarity, but can you help us with just a data point on what gross margin degradation might be in the fourth quarter versus the third in basis points?

Yeah. Yeah. We laid out the, kind of the three items, the metals, kind of the launch inefficiencies and plant closures and then the seasonality. When we look at all three of those factors, it's tough to completely predict the future but our estimate at this point is a combination of those three could be as much as about a 300 basis point decline in our gross margin when you look at third quarter to fourth quarter. Walt Liptak – Barrington Research: Okay. And is it possible we could get a shot at what 2011 gross margin might be considering the continuation of some of these gross margin impacts?

It’s not something that we can give to you. We're still in the process of completing our planning process for next year and so at this point we're just not in a position to be able to give quantitative guidance to fiscal 2011 as it relates the to our margin. We certainly – the plant closures we anticipate will be completed by the end of the first quarter of fiscal 2011. So that is certainly something that will impact Q4 and Q1. The seasonality is really a Q4 type impact, only with CPG business and their heating season. And then the metals, that one's probably the most difficult to really predict. If the markets would, if the copper and aluminum markets would settle and certainly in the month of January we saw a little bit of that, then that helps with the catch-up. If they don't, then that catch-up is a little bit longer. So, we don't really know if we're talking and we don't though how long we're talking about impacts in the next several quarters. Walt Liptak – Barrington Research: Okay. Thanks for that. Fair enough. And for your fourth quarter, what kind of cash flow quarter should that be? Are there still inventory draw-downs and other things that can happen, or where do you expect to end the year for net debt?

Yeah, we're at – anticipating our net debt isn't going to change all that significantly from where it is at, at this point in Q4. So what you have is you saw the working capital improvement in Q3, really due to some of the seasonal shutdowns that we experienced right around the holiday. So you get a little bit, so you have a little bit of that coming back in the fourth quarter in terms of spends. So, our view at this point is net debt's going to hold relatively consistent, maybe slightly down or net debt might be slightly up a million or two but generally speaking we're just being relatively consistent. Walt Liptak – Barrington Research: Okay. All right, thanks. And I guess I was a little bit surprised by the off-highway outlook of flat to slightly down. I guess my question is how did you formulate that outlook?

I mean we pick up data from all sorts of points and obviously there's some that are stronger than others, depending on specific submarket, if it's construction, heavy construction or mining or whatever. But with housing starts where they are, we still feel that there's going to be a down market in light construction. Obviously we have expectation of things kicking in and wherever the heavier mining, industrial equipment might go would be more of an opportunity possibly. But right now, again, we're kind of planning conservatively. Walt Liptak – Barrington Research: Okay. All right. Thanks very much, guys.

And the next question comes from the line of David Leiker with Robert W. Baird. Please proceed. David Leiker – Robert W. Baird: Just of couple of other items here, you talk about on slide 14 about your Asia business and that you're launching 80 new programs. Are all those programs going to run through Asia in the revenue line?

Yes, they will. David Leiker – Robert W. Baird: Is that how we should look at that?

That's how you should look at that, yes. David Leiker – Robert W. Baird: And is there any way you could frame the revenue opportunity that, that where that revenue base in Asia goes to?

Okay. Well, it's pretty much balanced as far as ramping up through the course of the year, okay, that we're looking at that. Clearly, we have a heavy focus on the off-highway business, okay. We still have some light industrial and beginning to look at some opportunities on the commercial truck. But it's really the growth is with the off-highway focus and the market growth opportunity. David Leiker – Robert W. Baird: So, that's a $9 million a quarter business today. Is that something that as you launch all those programs, all this business? Does that become a $15, $20 million a quarter business?

Well, there is significant growth. We don't have that dimension for public information yet, David. And that obviously as we gain a handle on our next fiscal year and are planning through the five-year process, we'll give more definition of that. Right now, I'm not in a position to publicly disclose that. David Leiker – Robert W. Baird: And then how should we look at the profitability of that relative to segment or the business overall? As that new business launches, what happens with margins within that business segment?

Yeah. As you know, we have a strong focus on our gross market contribution, what we're going after and that's right inside of that expectation that we have for 18 to 20% gross margin we are probably talking about. We feel that this is definitely accretive to the business. David Leiker – Robert W. Baird: And then the last item, can you talk a little bit, you mentioned in your comments but can you talk a little bit about what you're working on specifically as it relates to cooling systems for hybrid electric vehicles?

Yeah, we've got more or less kind of development projects going on mostly for Eastern Europe. We have talked about this before, okay. As far as commercialization of that, yeah, we are not in a position to make a statement on anything, obviously we're kind of doing a lot of sorting out, trying to find out where these technical trends are going and where the biggest value for heat transfer technology support is required. So, it's a lot of shifting developments there. Our focus is to build design platforms, David. I think we walked through that before. Ones we can really substantiate and put a long-term plan on and there's still a lot of shifting around, exactly what the platforms are needed to support the OEMs that are looking at this, are pressing quickly. And we've actually looked at some and decided that we don't see a design platform opportunity to invest in because it would be just kind of short-term one-off type of investment that we don't see the kind of return that would be the best use of our resources. So we're still kind of searching and working with OEMs on development side to find that foothold. David Leiker – Robert W. Baird: Are you working with automakers or with battery companies?

We're working with both. We work with OEMs, battery companies and let's say Tier 1 suppliers. So it's a combination of all three. David Leiker – Robert W. Baird: And are you working on both liquid cooled and air cooled solutions or is it just liquid?

We are working on and you're testing me now, David. And I would say I think we're working mostly on liquid cooled applications. David Leiker – Robert W. Baird: Okay. Great. Thank you.

And our next question comes from the line of Gregory Macosko with Lord Abbett. Please proceed. Gregory Macosko – Lord Abbett: Yes, thank you. We should get a question from the other side of the street here. Could you talk about the – that slide you had with regard to the change in price on, I think 16, yes, 16. Now, clearly you have an understanding of how the pricing is, it's falling and I guess it's hitting bottom in a sense in the fourth quarter. Can you given us a sense of when, given the prices that have come through in the past, when that price, those contract pass-throughs might start to go the other way?

Yeah. I mean, we have quite a mix of different pricing arrangements with our customers, really on a global basis. There are several that are on quarterly. There are several that are on semiannual and some that are annual. So, the quarterlies, those certainly within the next quarter re-price and the semiannuals within the next six months and then we do have a few contracts that will be a while. Now, one of the things, things I want to know is that one of the focuses that we really have with this volatility in this marketplace, the semiannual and the annual re-pricing, you certainly get this lag impact. And one of the things, we're trying to do is standardize our arrangements with our customers and our suppliers to try to get more toward a three month repricing basis. And certainly that helps manage that lag but that's going to take us some time. So, it's really going to be a mix, depending on all of the different arrangements we have over the next three to 12 months. Gregory Macosko – Lord Abbett: Okay. But right now, there's six and 12 months time frames?

There's three, six and 12 month time frames. Gregory Macosko – Lord Abbett: Okay. And would you say that at this point or in the fourth quarter that we've hit bottom in terms of the pricing and, I mean, given obviously you're looking behind yourself and knowing what the prices were, so have we come all the way down at this point?

I could tell you that the contracts that re-pricing now, were pricing off of the bottom of these two graphs. So with those prices you were seeing in the June, July, August, September time frame was when those prices were being reestablished off of. I can't expect to get that. Gregory Macosko – Lord Abbett: I guess so that there will be some annual contracts, perhaps that will also price down in the next couple quarters as well, then?

Yes. And annual contracts that re-priced here late in our third quarter, so they re-priced at the bottom of these charts. Now, where these charts go from this point I can't speculate, but we are at this point priced with some of these annual re-pricings lower than where the current LME is at. Gregory Macosko – Lord Abbett: I understand that. So the point being that we're probably not all through, I mean, obviously some will change depending upon the time frames but there could be even past the fourth quarter a little bit, some more pricing down is possible?

Well. Our next round of pricing primarily is in the April 1st time frame and so that pricing would be based generally on the prices we're seeing in the late fall November, December type prices, so that would actually, those prices would actually price up at that point. Gregory Macosko – Lord Abbett: Okay. And you mentioned as pressure on the gross margins from the CPG group, the seasonality of it from your just looking at it, how is that seasonality and is it typical? Or Is it less than normal? More than normal?

It's very typical. In fact, if you look back at the last several years, what we've always had in the fourth quarter is a seasonal decline from our CPG business. The heating products tend to be higher margin products and so as that season really comes to an end at the end of January, we do have less sales of those heating products and so just a natural seasonality just due to the product mix. What you have happening in prior years where you may not have seen it quite as significant is the CPG business was a smaller piece of the total Company. So if you remember on that earlier slide where I showed that CPG was our most profitable piece of our Company in the third quarter, that is exacerbating that impact and it's seen much larger this year than maybe you've seen other years. Gregory Macosko – Lord Abbett: I see. But the point being that we're kind of moving forward sequentially and you make the point about sequential growth in all your product areas and I assume this one as well. If we're seeing a sequential shift, in other words, from the bottom of the cycle wouldn't you suggest that the seasonality might be a little less this time around or is that not, that's not the case?

No. In fact, I think we're seeing it's a little bit higher, just with, CPG had a very, very good quarter with 31% gross margin and that's not the type of margin that they get all year, certainly and so just with CPG being the biggest piece of our profit driver right now and the normal change in their gross margins through the seasons, as we come out of the heating season, we will see a decline just off of their gross margin. Gregory Macosko – Lord Abbett: I see. Okay. Okay. Well, sounds as oh and then, with regard to Asia, 80 new launches, I assume those are small OEMs in China and in Asia so they're I mean, 80, that's in the space of a year?

Yeah. That's in a year, just shows the aggressive ramp-up we have in those plants. We've had had a little bit of impact in India with some delays of launching which pushed that back a little bit as I mentioned in the earlier answer. That's why we haven't been public yet with the quarter by quarter impact. We know there's significant growth. We're happy with it. Yes, a lot of smaller off-highway customers in some cases that don't bring the big revenue stream to the top line but we are very comfortable that we're on the right path and excited about filling those facilities up with good, quality business. Gregory Macosko – Lord Abbett: And do you see additional launches following that? I mean, are there still things in the pipeline in Asia?

There are more things the pipeline in Asia, okay, both, we've had great success with our global customers that have a growing presence in both India and in China. Of course, we're really focusing on regional customers as well which provides an opportunity yet that's really hard to define because we're starting to make those relationships and establish those. We feel very positive with the growth opportunity and I feel extremely positive now that we've got the Korea divestiture behind us and our leadership team is focused on that sales strait question strategy and building those relationships in the near term there. Gregory Macosko – Lord Abbett: The development projects for cooling projects for the electric vehicles in Europe and I guess Asia, is there any time frame on those in terms of when they start delivering revenue?

Well. A lot of this, my estimation, okay. Is customers are pressing to get new vehicle platforms out there and specifically in the hybrid or full electric, there are certain manufacturers that are rushing for the near term gain and there are those that are really looking for the long-term opportunity. That's what we're trying to lock in on. I can't give you a defined time frame, Greg, although we're going to make sure we find value because again you can get a lot of you get pulled into a lot of different directions, okay, as you chase one-off type projects. I won't go with any specifics we decided to pull away from but there are have been some we have made those decisions simply because we see them as one our project in our long term platforms so we are still on that position looking for those and feel confident they'll develop but we're not committing anything yet. Gregory Macosko – Lord Abbott: All right. Well, thank you very much.

And our next question comes from the line of Dennis Scannell with Rutabaga Capital. Please proceed.

Hi Dennis.

Hi Dennis. Dennis Scannell – Rutabaga Capital: Yes. Good morning. Tom, just maybe follow up a little bit on Greg's question and I think David was there too. When you talked about fiscal year 2010 early in the fiscal year, you had said look, we're adding this year current fiscal year about $100 million in net new business, I think a lot of it was EGR and there was a big chunk of automotive in Europe. Is there any way to give us a similar feel for what you'll be looking at for fiscal 2011, generally speaking? Sounds like the biggest chunk will be coming from Asia, but I am just trying to get a sense of the overall.

I can't give you any details yet kind of as I answered before, Dennis. But we feel that we're going to plan conservatively and that includes making sure that we are below but we're really focused on as we said a modest overall sales improvement for the next 12 months. If things come rushing back, there's projections for medium duty being 40% in North America and 15% in commercial truck and we aren't seeing those releases yet. As I do my research, everybody says maybe back half of the year. Some of the reading the fleet sales they're really going to test these 10 engines out before they start making commitments and there is still lot of capacity on the class 8 side but yet more demands on the mediums because of the fuel efficiency opportunities and the service they need. So we hear all that but we're going to planning modestly. And I just think that's an important theme our shareholders should know. We're not going to get ahead of ourselves here. We're going to plan that way and take things on as them come. Dennis Scannell – Rutabaga Capital: Fair enough. Again not looking for a number here but just in terms of where the launches are, is it safe to say that for fiscal 2011 the largest place for incremental new business, I'm not thinking where build rates are but just incremental new business, new modules, is in Asia or are there other – ?

You meant as a percentage over –? Dennis Scannell – Rutabaga Capital: Yeah.

Dennis Scannell – Rutabaga Capital: Yeah. Fair enough. One last thing on the repricing of pass-throughs, so they're annual, quarterly and semiannual. Do they – in general, does your contracts kind of roll evenly throughout the year or does the December contracts, is that kind of half of the contracts because yearend plus it's also the semi-annual?

I'm going to turn this over to Bob. But I think it's important that we are really focused on working with all of our customers to find what I would say a very balanced and fair methodology for managing these pass-throughs. And of course it takes a while, it's program by program that you have to go through to set these up. But we are well positioned with our teams and having in some cases some pretty hard discussions with what we need to have going forward and making sure that's part of that we can protect ourselves from the volatility. But as far as specific timing, Bob, you want to add to that?

Yeah. Our contracts, while they do vary, they tend to fall at quarter-ends type things. So April 1st, July 1st, October 1st, January 1st time frames. So looking at the – in Europe we tend to be more quarterly. In North America we tend to be – we have a mix of quarterly, semiannual and annual. I would say that there is I don't see a weighting toward any one time of the year or any one part of the year at this point. Dennis Scannell – Rutabaga Capital: Yeah. I just wanted to make sure that while since unfortunately December that's repricing it's not that half of them are being repriced in an unfavorable time. Okay. That's – you answered my question. Thank you very much.

Thank you.

And the next question comes from the line of David Leiker with Robert W. Baird. Please proceed. David Leiker – Robert W. Baird: Just one last item, of this 80 to $100 million of revenue.

Yeah. David Leiker – Robert W. Baird: That's an annualized number when everything's up and running, correct?

That's right. David Leiker – Robert W. Baird: And do you think, 12 months from now that that's all up and running that?

Yes. I do. David Leiker – Robert W. Baird: And is there any way you can give us a sense of how much of that would be EGR versus Europe versus Asia, any breakdown in that at all?

I just, I guess, I would say that again, I'm trying to quantify in my mind. I would say if you put that as a whole bunch, you would say North America EGR is a majority of that, I would guess and Asia kind of represents a smaller piece and throughout the rest is balanced across what I described in the CPG markets whether it's – air conditioning or long coil business that we're growing over time, as well as some new launches on the condenser business in Europe that we haven't really talked about with Origami that has an opportunity to start coming online. So we will have the opportunity to start coming online, so but I would say that's how I would break it down very qualitatively, David. David Leiker – Robert W. Baird: Okay. Great. Thank you.

(Operator Instructions). And the next question comes from the line of Sean Nicholson with Kennedy Capital. Please proceed. Sean Nicholson – Kennedy Capital: Hi, Just a quick question on Origami. Can you get a sense of what the scope of that launch will look like, how quickly that ramps up with that area?

For the commercial truck in Europe it's out a few more years, so we haven't define as going to go euro six standards for compliance for emissions in Europe. So heavily – kind of as we said, kind of the back half of the five year horizon, strong influence with that. There will be some condenser applications that are sooner than later that we're starting to work on and we have not quantified that will be part of this annual plan for fiscal '11 and the five year plan going forward that we'll be able to define that better. But right now, I can't quantify that. Sean Nicholson – Kennedy Capital: Is there any other technology that is out there that you guys will be competing with other OEs that may use a competitor is this something you can take pretty much in the market at this point in time?

We feel that – again the distinct advantages of what they're looking forward the market in Europe from the standpoint of commercial trucks both the because of the higher operating pressure and fuel efficiency has a big draw of value there, which is what we have the aggressive targets that we do for objective for market share in Europe. The same thing applies in the condenser application because of smaller engine packages and weight opportunities and the like. We also feel, it's going to be strong there, but that's the biggest factor there. Again, the EGR '10 has been a proven technology that we've been successful with in this region and we're looking at the same EGR opportunities for Europe as they grow, because they're going to need that added capacity for gas recirculation in Europe with euro six standards. Those are really kind of the largest factor PF long coil, as mentioned there is a new technology that we are out there with just a few people that we'll be working to really gain the opportunity of that large, large available market as the industrial HVAC business starts to convert and that's looking pretty exciting for us, quite frankly. So there's a good half a dozen technologies that we feel that we're going to serve us well over the next couple of years. Sean Nicholson – Kennedy Capital: Thanks, guys.

Okay.

Ladies and gentlemen, this concludes today's question-and-answer session. I would now like to turn the call over to Susan Fisher for closing remarks.

Thanks for joining us for our discussion on Modine's Q3 fiscal '10 results. Look forward to apprising you of our progress going forward. Thank you.

Ladies and gentlemen, we thank you for your participation in today's conference. This concludes the presentation and you may now disconnect. Have a good day.