Greetings, ladies and gentlemen, and welcome to the Brush Engineered Materials third quarter 2008 earnings conference call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. (Operator instructions) As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Michael Hasychak, Vice President, Treasurer and Secretary. Thank you. Mr. Hasychak, you may begin.

Good morning. With me today is Dick Hipple, President, Chairman and CEO; John Grampa, Senior Vice President, Finance, and Chief Financial Officer; and Jim Marrotte, Vice President and Corporate Controller. Our format for today’s conference call is as follows. John Grampa will comment on the third quarter 2008 results and the outlook and Dick Hipple will give a market update. Thereafter, we will open up the teleconference call for questions. A recorded playback of this call will be available until November 14 by dialing area code 877, number 660-6853, account number 286 and conference ID 299961. The call will also be archived on the company’s website, beminc.com. To access the replay, click on Quarterly Earnings Conference Call under the Investors page. The broadcast requires RealPlayer software, which is available as a free download from the icon as indicated. Any forward-looking statements made in this announcement, including those in the outlook section and during the question-and-answer portion, are based on current expectations. The company’s actual performance may materially differ from that contemplated by the forward-looking statements as a result of a variety of factors. Those factors are listed in the earnings press release issued this morning. And now, I’ll turn it over to John Grampa for comments.

Thank you, Mike. Good morning, everyone, and welcome to our third quarter 2008 call. And thanks for joining us today. Today’s format is the same as that of past calls. I’ll review the quarter and then comment on the outlook. And following my prepared comments, Dick Hipple will provide you with a market update. Dick will be focusing on the effect that the recent economic developments are having on our businesses. And then we’ll open the call for questions. I’ll focus on several of the key points that were identified in the press release, covering both the quarter as well as the outlook. I’ll also attempt to pre-answer certain specific questions, some of which we have already received. First I’ll cover the factors affecting the reported sales compared to the prior year, including the progress that is embedded in those numbers once you remove the influence of metal price and the media market factors. Then I’ll review the factors affecting the reported profit comparison, especially the prior year non-recurring gains, the current year level of lower cost of market charges and the third quarter discrete tax item. These items do distort the operating performance comparisons and need to be understood. Third, I’ll provide some specifics on the trends in the media. And as most of you know, here significant swings in ruthenium material prices, material sources and demand factors, new product qualifications as well as re-qualifications, and market ramp rates can and have dramatically affected our comparisons. Dick will be updating you on both the status of our product re-qualification process and where we have made good progress and the unfortunate problem that developed with a material supplier late in the third quarter. Four, I’ll review our balance sheet, which is very strong, strengthened further in the third quarter and…

Thank you, John. I’d like to address our general market conditions that impacted our lowering the earnings estimate on October 2nd for 2008. As John mentioned, usually coming out of the summer season we see our general order book pickup heading into the Christmas consumer product build cycle. This year this did not happen. Due to the turmoil in the housing and financial markets and concern regarding consumer spending, I am sure that consumer products manufacturers are not planning nor building products for a particularly robust holiday season. And if recent auto sales are a precursor of consumer sentiment and buying patterns, then caution is certainly understandable. We were also hit with several transitory and temporary reduced sales and order patterns in the quarter. Sales and orders into the oil and gas sector declined after Hurricane Ike substantially wiped out the Houston area’s ability to transact business for a significant period of time. And to a lesser degree of impact, the Boeing strike reduced sales and orders into the commercial aerospace market. And as you are well aware, the Boeing strike was recently settled and the negative impacts of Hurricane Ike in Houston are now waning. And obviously depending on where energy prices settle out, we’ll ultimately determine the robustness of growth in the oil and gas sector. Meanwhile, many of our other markets have either remained stable or in fact are still growing. Our defense, optics, medical, and selected electronic markets such as the LED and undersea cable market, all remain robust. Please keep in mind that in spite of all the great market turmoil, we realized 9% organic growth quarter-to-quarter from last year outside the impact of the media market, which I will now discuss. With regard to the media market, we have obviously had another major setback…

Okay. Operator, we’ll turn the call over now for questions.

Thank you. (Operator instructions) Our first question is coming from Anthony Sorrentino with Sorrentino Metals. Please state your question. Anthony Sorrentino – Sorrentino Metals: Good morning, everyone.

Good morning.

Good morning. Anthony Sorrentino – Sorrentino Metals: Now that copper prices are declining, are you adjusting your copper-based product prices downward?

Yes. Majority of our copper-based businesses pass through copper. So it does go down accordingly. Anthony Sorrentino – Sorrentino Metals: Okay. And is there any lag effect on the way down in the same way that there was a little bit of a lag effect on the way out?

Yes, there is always – yes, you have a couple months lag both ways. Anthony Sorrentino – Sorrentino Metals: Okay. And –

And if you remember, Anthony, we are our able to change our model about two, three years ago where either – particularly if it went up, it really hurt us and – but now that it's all kind of pass-through, we’re kind of independent from an OP standpoint of copper. Anthony Sorrentino – Sorrentino Metals: Okay, fine. At what average prices were the shares repurchased?

We’d have to take that number out for you. Let me find it. It’s somewhere around $20. Anthony Sorrentino – Sorrentino Metals: Okay. And one final question, have you drawn down any of the $240 million revolving line of credit?

No. Actually –

Is your question whether or not it was drawn against it? Anthony Sorrentino – Sorrentino Metals: Yes.

Or is your question, has debt come down? Anthony Sorrentino – Sorrentino Metals: No, have you drawn against the $240 million revolving line of credit?

Our debt has come down. Anthony Sorrentino – Sorrentino Metals: Okay.

But we do have about $15 million drawn on the revolver presently. Anthony Sorrentino – Sorrentino Metals: Okay. And what are the terms of the revolver? What interest rate is it tied to?

LIBOR. And 62.5 points above LIBOR we’re borrowing it right now.

LIBOR plus 62.5. Anthony Sorrentino – Sorrentino Metals: Okay. 62.5 basis points. Okay, very good. Thank you very much.

Our next question is coming from Robert Dushaal [ph] with Dushaal Management Group [ph]. Please state your question. Robert Dushaal – Dushaal Management Group: Good morning. I’m a new shareholder.

Good morning. Robert Dushaal – Dushaal Management Group: I've been buying your stock as it proceeds downwards. My question is, do you pay any dividends at all? I’ve seen no notification about that.

No, we do not. Robert Dushaal – Dushaal Management Group: Okay, thank you.

Our next question is coming from Rob Young with WM Smith & Company. Please state your question. Rob Young – WM Smith & Company: Hi, good morning. Just curious, what’s the qualification timeline between you and the supplier for the media business?

You mean what’s typical timeline? Rob Young – WM Smith & Company: Right.

Starting to – probably four to five months. Rob Young – WM Smith & Company: And that’s from your end to qualify their raw material.

No, no, no. I thought you meant for – for a visit, I would say about a quarter. Rob Young – WM Smith & Company: A quarter? Okay. And then at this economic environment, are you seeing any positive implications on your acquisition pipeline?

Well, we are active there and we would expect multiples will be coming down in this environment, so we would certainly hope to have an acquisition in a more attractive rate than we would have six months ago. So it gets an active area for us, and again as I’ve stated many times, it’s got to right. Just because something is cheap now may not be the right thing for us. It’s got to fit strategically also. Rob Young – WM Smith & Company: Okay. And would this be primarily as a bolt-on to help existing business or –?

I mean, we’re very flexible. I mean, so far what we’ve been doing has been augmenting our business units and we’ve been augmenting particularly on the technology side and also market side. So we’ve been able to expand what I call our total opportunity for the future by doing that. So you can – when you go into new technologies or new markets that – and you apply our particularly business model to it, we’ve been able to really leverage up our acquisitions. Rob Young – WM Smith & Company: Okay. And then in this environment, are you looking to spend any less on acquisitions over the next year than you may looking forward in future years?

No, no. Rob Young – WM Smith & Company: Okay. And just trying to get a little handle on Q4, and I know that’s difficult to predict that near-term guidance. But is there anything that has materially occurred since your 8-K at the beginning of the month that would significantly sway your opinion on Q4 earnings?

No. The only point that I would reference – or really the two points that I made in my introduction to the conference call, and that is, one, that the range that we provided for the year is based on the business level assumptions that we made when we published on October 2nd. And our assumption here is that since our estimate has remained unchanged, there has been no change to the level of business. And then secondly, I did mention in my discussions the one-time charge that we occasionally see from lower cost of market from ruthenium, and as – if you recall, I talked about the – that since the end of the quarter, the market price of ruthenium has fallen to below $250 an ounce from the $300 an ounce level. And at that if it holds at those kinds of levels would represent a charge in the quarter of about $0.07 a share. Rob Young – WM Smith & Company: Right, okay. And then just one last one on – relating to a previous question. Given the lag of the two months or so that it takes for pricing increases or decreases and given that majority of the metal indicators have been falling, would there be any possibilities to margin expansion relative to previous levels?

The answer to that is yes, but recognize that they do move around. They move up and down depending upon what piece of business. But generally there would be some lag, and as the price is dropping, some favorable benefit. On the other hand, you may not see margin differences in reported results because volume is dropping. Rob Young – WM Smith & Company: Okay. Well, that’s great. That’s all I have. Thank you.

Our next question is coming from Chuck Murphy with Sidoti & Company. Please state your questions. Chuck Murphy – Sidoti & Company: Good morning, guys.

Good morning.

Good morning, Chuck. Chuck Murphy – Sidoti & Company: Just trying to get a sense for what you are thinking as far as sales for the fourth quarter so we can kind of build the model up from there? I mean, what do you think – I mean, why do the EPS guidance in those sales guidance?

Well, Chuck, I think if you well know, the sales number is volatile depending upon metal price. So in the company if we would sit here and say, expect sales level in the fourth quarter to be similar to third quarter levels, that would be making an assumption that metal prices aren’t going to move around. And as you know, they do move around dramatically.

Copper is down, gold is down, platinum is down.

Ruthenium is down. And the other side of that – the other side of that is the source of the metal. As you know, in our business, we run from copper – not copper – ruthenium supplied by customer to ruthenium supplied by us, gold supplied by customer to gold supplied by us. And when it’s supplied by us, it’s in the top line or in the revenue line. When it’s supplied by the customer, it is not. So we could see the same profit levels with significant swings in the revenue number. And it’s a difficult number to also forecast. But if you want to make an assumption based on all that we’ve said, why would assume that fourth quarter sales ought to be reasonably similar to third quarter borrowing any significant movement in that metal mix and metal price. Chuck Murphy – Sidoti & Company: Okay. And you mentioned that the media, the sales were down about $109 million for the first nine months year-over-year. Can you say what they were for the first nine months of last year or what they are in the first nine months of this year?

Roughly? Chuck Murphy – Sidoti & Company: Yes.

Do you have it there, Jim?

I have to look it up.

Chuck Murphy – Sidoti & Company: Okay, okay. You mentioned that potential $0.07 charge for the ruthenium being lower, is that baked into the guidance or –?

It’s baked into the GAAP guidance, yes. Chuck Murphy – Sidoti & Company: Okay, okay. And I guess I’m just trying to figure out with anything – I mean, what are the chances that media sales are up in 2009?

Compared to 2008? Chuck Murphy – Sidoti & Company: Yes.

Given that the levels are as low there in 2008, we would certainly hope being maybe a (inaudible) certainly expect based on what we know, they would be up.

Absolutely.

And hopefully up significantly. Chuck Murphy – Sidoti & Company: Okay. And I guess like any other parts of your business that you feel good that would kind of be able to sustain the downturn given market penetration or market share gains kind of thing?

I mean, there is a good number, anywhere from the medical markets to our growth in the solar. You get the media there and then the LED materials. The oil and gas market I still think is going to grow for us even with lower pricing out there simply the fact because of our growth in applications that are still coming. So anyway, there’s numerous areas that we feel very good about. And the defense market is still – we expect to have that to be – that’s a very good area for us in 2009. Chuck Murphy – Sidoti & Company: Okay.

And the media sale number for this year for the first nine months is about $6.2 million. Chuck Murphy – Sidoti & Company: Okay. All right. That helps. And I guess it’s kind of hard to go much lower than that.

Yes, (inaudible) chunk of that drop-off too is that this year, most of the – a large portion of the ruthenium sales are based on customer’s supply, where last year it was our material. Chuck Murphy – Sidoti & Company: I got you.

What’s really going to become more relevant there is the volume into the market and not the sales dollar again because of last year, if you recall, some of those sales were – we averaged over $600 an ounce in the top line in metal price last year. And this year prices are under $300 an ounce. So you get an immediate 50% drop based on that loan if you are the metal provide. And then secondly, if the customer is providing his metal, all we’re going to see in the top line is going to be the value-add. We’ll comment on that as quarters progress to try to keep it as clear – make it as clear as possible for everyone. Chuck Murphy – Sidoti & Company: I got you. So – but it sounds like, I mean, $6 million was probably like less than 5% of Williams’ sales, and it sounds like the rest of Williams is growing at pretty strong rates. I mean, with William –

Right, absolutely.

There is a comment in the press release about that. Okay? The – Chuck Murphy – Sidoti & Company: 22%.

22% – the growth in the rest of the business has been extraordinary. Chuck Murphy – Sidoti & Company: So I mean, I guess that is pretty much washed out and so looking out into 2009, you really wouldn’t have the media sales offsetting the growth of the rest of the business like you have for this year. Is that fair to say?

Rest of the business offsetting the media growth? Chuck Murphy – Sidoti & Company: Well, media coming down so much and in a way –

Yes, you’re right. Chuck Murphy – Sidoti & Company: Okay. All right. That’s all I had. Thanks, guys.

(Operator instructions) Our next question is coming from Mark Parr with KeyBanc Capital. Please state your question. Phil Gibbs – KeyBanc Capital: Hey, this is Phil Gibbs for Mark. Mark is actually in Chicago at conference. How is everyone doing?

Doing okay, Phil. Good morning. Phil Gibbs – KeyBanc Capital: Good. Good morning. I just had a question in the Williams business, given the slowdown in the media market and a lot of this has been alluded to on the call thus far, where are your efforts in lieu of the near-term graph being kind of redeployed more vigorously in that segment of the business and kind of make up for the weakness we have seen in media in the near-term here?

Say it again. Phil Gibbs – KeyBanc Capital: Are there opportunities in Williams, the business looked pretty strong there, excluding –?

The question is outside of the media business. Phil Gibbs – KeyBanc Capital: Yes, exactly.

Okay. Well, outside of the media business is some of the things that I mentioned a little bit earlier was the advancement in the solar market, the LED materials, which is a very strong growth area right now, is for energy conservation for life [ph]. And we’re – we participate in the high intensity area. I would like to tell the story that if you’ve watched the Chinese Olympics at the opening ceremony and all the fancy LED lights that were going all over the stage in the floor, that was our materials in there, for example, to give an indication. The medical market is growing very nicely actually through – our two acquisitions that we've made in the last couple of years that we see the medical market growing at north of 10% a year for us. And then we are actually – Williams is actually developing a very nice defense business right now particularly in the optics area. That’s very, very strong right now. We expect that to continue on very robustly through next year. So there’s lots of very interesting segments. And some of this has actually all been evolved through our acquisition strategy. Phil Gibbs – KeyBanc Capital: Great. And I see that the beryllium business was very strong in the quarter?

Yes, the high beryllium is doing very well right now. Phil Gibbs – KeyBanc Capital: And you expect that to continue?

Yes, we have – it’s actually our only business that we can look out a little bit. Okay? Just the nature of the business, the backlog and the forward-look on the book on that one is – we feel pretty confident we could almost look through mid-2009 and know that that business is real solid for us. Phil Gibbs – KeyBanc Capital: Okay, perfect. Thanks, guys. Have a good day.

Thank you. There are no further questions at this time. I would like to turn the floor back over to Michael Hasychak for closing comments.

We’d like to thank all of you for participating on the call this morning. I’d be around this afternoon to answer any further questions. My direct dial number is 216-383-6823. Thank you very much.

Ladies and gentlemen, this does conclude today’s teleconference. You may disconnect your lines at this time. Thank you for your participation.