David Hoover - Chairman President and Chief Executive Officer Raymond J. Seabrook - Executive Vice President and Chief Financial Officer John Hayes - Executive Vice President and Chief Operating Officer

George Staphos - Banc of America Securities Ghansham Panjabi - Wachovia Claudia Hueston - JPMorgan Timothy Thein - Citigroup Mark Wilde - Deutsche Bank Joseph Naya - UBS Chris Manuel - KeyBanc Capital Markets Richard Skidmore - Goldman Sachs Alton Stump - Longbow Research

Thanks, Sara and good morning everyone. This is Ball Corporation’s conference call regarding our company’s third quarter 2008 results.

The information provided during this call will contain forward-looking statements actual results or outcomes may differ materially from those that may be expressed or implied. Some factors that could cause the results or outcomes to differ are in the company's latest 10-Q and in other company SEC fillings as well as company news releases.

And if you don't already have our earnings release, it is available on our website at ball.com. Information regarding the use of non-GAAP financial measures may also be found on our website.

With me today on today's call are Ray Seabrook, Executive Vice President and CFO; and John Hayes, Executive Vice President and Chief Operating Officer. Our overall performance in the quarter was very good.

Although, one of our business segments reported improved profitability compared to the third quarter of 2007, despite the difficult economic environment. We have been taking actions to position the company for near-term and long-term and we have an excellent platform from which to do so.

Now Ray and John will say more about that and provide some color on our financial and operations performance and then I will close with a few comments about our outlook. Ray.

Thanks, Dave. Comparable diluted earnings per share for the quarter were at $1.13 and through the first nine months were at $3.03, up in the quarter and up through the first nine months compared to last year's record per share earnings.

Where earnings and cash flow continued to show up our share price is trading at 8.5 times trailing 12 months comparable earnings, which is at a 20 year low for a business that we think is mostly recession resistant. To offset reduced US beverage can demand and strengthen our competitive position, earlier today we announced the closure of two beverage can plans.

A plant in Kansas City which manufactured specialty beverage cans will be closed by the end of the first quarter of 2009 with manufacturing volumes absorbed by other North American beverage can plants. Also a plant in Puerto Rico which manufactures 12 ounce beverage cans will be closed by the end of this year, with the manufacturing equipment redeployed internationally.

An after tax charge of approximately 32 million will be recorded to reflect these plants closing, on which about 28 million will be recorded in the fourth quarter and 4 million will be booked to the first quarter of 2009. Inclusive of income tax benefit these closure are expect to be 9 million cash positive of a final disposition of the assets and cost reduction associated with the plant closing are expected to exceed $30 million in 2009.

Turning to the operations third quarter comparative earnings were higher than a year ago in all business segments with the exception of plastics. The higher operating earnings and lower administrative and interest cost along with a lower share count or a share buyback were the key factors to higher third quarter comparable earning per share.

Full year free cash flow is projected to be in the range of 275 to 300 million, which is accurately ducking the one time 70 million legal settlements paid in the first quarter. We also anticipate full year capital spending will be around 225 million with more than 50% of that spending being for new top line growth project.

The targeted 2008, 300 million stock buyback program is progressing as planned and through the first three quarters we have purchased a net 258 million of stock and we continue to see outstanding value in our stock buyback program especially at these prices. During the quarter we try to get consent from our 2012 bond hold convent for what we consider a reasonable cost that would allow for more stock buyback commencing in 2009.

We cannot get the consent at a reasonable cost, so the stock buyback program for 2009 will probably be in a $150 to $175 million with additional 2009 free cash flow being used for debt reduction to strengthen the company’s credit profile. Moving on to liquidity and the balance sheet, we expect to have over a half a billion dollar of committed credit available by December 31st and no major debt refinancing due until October 2011.

We continue to posting monitor counter parties risk associated with our interest rate and commodity derivatives that are spread out to move these counter parties so the risk is not contemplated with only a few key financial institutions. Net balance sheet debt at the end of the quarter was at 2.55 billion down from 2.7 billion at the end of the second quarter.

We expect net balance sheet debt to be well below 2.2 billion at the year end due to a weaker euro and strong fourth quarter free cash flow. The rolling four quarters EBITDA interest coverage is at 4.5 times and total net debt to the rolling four quarters EBITDA is at 2.7 times at the end of the third quarter.

With that, I will turn it over to John.

Thanks Ray. As David and Ray mentioned, we had a strong third quarter, especially given the macroeconomic environment.

Our continued focus on execution coupled with taking necessary actions around pricing and capacity decisions in many of our businesses positions Ball well for 2009 and beyond. Our 2008 activities have been focused on getting ourselves well positioned for the future.

We have a very strong platform and the correct strategy. Our emphasis is on executing better, harder, faster and smarter.

We are making good progress in cost recoveries for our pricing initiatives, optimizing and controlling our costs in each business, delivering value through our new product developments efforts, becoming a leader in sustainability and putting in place some more robust process around supply chain in risk management. As I have said we made good progress, but more needs to be done.

Regarding being proactive around balancing our supply with our demand Ray mentioned the closing of our two beverage can plants in North America, Kansas City and Puerto Rico. These actions combined with our previously announced rationalization activities and our regular continuous improvement programs result in a reduction of approximately 1100 or 7% of our worldwide positions over the past year.

While closing facilities is something we never welcomed, we believe it is necessary to ensure that we remain economically sustainable and fit for the future. When combined with our other plant closures this year in North America, however, these plant closures are examples of just how determined we are to monitor supply and demand relative to our current and expected future sales and production requirements and to get paid for the value we and our products deliver.

As we finish out the year, we are focused on ensuring that our inventories are properly aligned relative to our needs going forward and we will curtain product as required to meet our cash flow objectives. Now given the changing dynamics in each of our packaging businesses, it is critical that we transition to a more demand driven business model.

We are focused on the full active around balancing our supply base with the demand required by the marketplace as well as leveraging our innovation with those customers seeking differentiation. Examples of progress in our innovations efforts include our continued growth and our overall specialty packaging volume, reaching roughly 7 billion units this year with year-to-date with the forecast to hit over 9 billion units for this year across all of our business.

In addition, exciting 2008 success stories around innovation including more than 20 new products launched this year such as our new products 16-ounce Alumi-Tek bottle for a major North American beer customer and our reclosable beverage being utilized by major energy drink in Europe. All totaled, we expect more than 4 billion new unit markets across our packaging product lines to hit retail shelves this year, something we believe differentiates Ball as a supplier and positions us nicely with brand owners for both the short and long-term as they seek to enhance their sales and profits.

Now moving to Metal Beverage Americas; profitability for the quarter was above expectations and above 2007 comparable levels by nearly 5% despite volumes for the quarter being down about 6%. Ball's volumes were off a bit more than the industry due largely to walking away from unprofitable volume for both beer and some selected CSD supply locations at the end of last year.

We also experienced lower volumes due to seizing production at our Kent plant in the third quarter. Driving this improved profitability was excellent cost optimization in all of our plants and a rigorous focus on cost containment through the rest of the business.

Even with the broader economic slowdown and the impact on high fuel prices on C-store volumes, there are bright spots in the beverage market with industry beer can volumes being up approximately 1% year-to-date and energy drinks, teas, and [iced tonics] also growing albeit at a slower rate. Ball is more leveraged towards the beer and specialty can markets in North America and we expect to continue to capitalize on these trends going forward.

In terms of the commercial side, over the next 15 months, we have a variety of contracts that are coming up for renewal. We do not believe that we are getting sufficient economic returns on these contracts and discussions continue regarding these renegotiations.

In China our volumes were up nearly 20% in the quarter and are up over 15% year-to-date. A key driver for the volume growth is our very strong customer mix, where we are leveraged more towards the beer and tea markets, both of which are seeing strong growth while the CSD market has softened a bit since the summer Olympics concluded.

In our European operations, volumes grew approximately 5% in the third quarter, mainly driven by strong growth in the UK, Benelux and Southeast Europe. This growth was partially offset by poor weather conditions in Poland, France, Germany, and Spain during the summer season.

For the year we are up roughly 8%, which is consistent with overall industry growth. Earnings in Europe were up year-over-year due largely to higher volumes and foreign exchange with higher costs partially offsetting these improvements.

With the increase in cost experienced over the past year our European management team is focused on pricing initiatives as we begin with 2009 negotiations season as well as on cost optimization in this business. Back in July we also stated that we are monitoring regional economies closely and we will adjust our capital investment timing depending on market conditions.

For this reason in the third quarter we elected to slowdown our project in India due to near term higher inflation and a more reserved demand outlook in that country. However, our Brazilian joint ventures continuing with its plans for new facility outside Rio de Janeiro, Brazil continues to see strong consumer demand for cans.

Turning to metal food and household products, we remain on track to improve this business. Our pricing initiatives, cost control plans, and favorable product mix added to another solid quarter.

As reported in our second quarter 10-Q, during the third quarter, our aerosol business experienced a tin plate supply issue. A supplier failed to deliver committed metal.

While this matter affected a limited seasonal part of our product mix, it caused supply disruption with some of our customers that resulted in loss sales and profitability in the quarter. Any disruption to our customers is unacceptable.

Ball has made every effort to fulfill our customers' requests and minimize the impact on our customer base. Today Ball is receiving a necessary tin plate to produce products for our customers and we are working through the remaining production issues caused by the steels shortage.

While year-to-date industry volumes are down mid-single digits, for the quarter Ball experienced slight volume growth driven by favorable food and aerosol can demand. We continue to expect full year volumes to remain consistent with our expectations.

Performance in this business is progressing as we expected and the previously announced rationalization program continues to be on schedule and should deliver at least 15 million of cost savings in 2009. Customers are being notified of the steep steel price hikes anticipated on January 1, 2009 in our need to recover these and other costs as they are incurred.

We are confident we are well positioned to continue our progress in this business. Plastic Packaging Americas results are slightly behind last year before the costs associated with plant closures and remain economically unsustainable.

Overall volumes for our plastic business were down more than 13%. However, a bright spot in this was a 6% increase in our custom PET container volumes, further validating our strategy to grow this segment in a measured way.

Within 25% of our total volume now coming from custom containers and with our contract renegotiations for 2009 nearly finalized, we believe we are well positioned for meaningful improvement in profitability in next year and beyond. Ball aerospace had another strong quarter, building on what will be a very strong year.

Excellent program execution is driving much of the improved performance and we continued to be focused on building our backlog, which has declined to 672 million during this difficult transitional period for the US Federal Government. While we expect to gain more visibility on the 2009 outlook after the presidential election, one significant new booking in the quarter was the award of the Orion Navigation Sensor Suite, which represents our first major work content in this emerging human space exploration market, an important area of new business opportunity.

As in all of our businesses, we have plans in place of BATC to closely monitor our future demand and make adjustments to our cost base as necessary. So in summary, the combination of solid and improving performance from our operations and aggressive actions to transition our business to a more disciplined demand driven focused are positioning Ball for a strong 2009.

And with that I will turn it back to Dave.

Thanks, John, and thank you, Ray. On a business by business basis, we're improving performance, adjusting our manufacturing footprint focusing clearly on execution.

Since John Hayes became our Chief Operating Officer back in January, we've taken deep dives into each of our businesses and in the company as a whole to look at our future strategic direction. We believe our strategy to grow our worldwide beverage can business and aerospace business improve our food and household and plastics businesses and to generate substantial free cash flow and use it to return value to our shareholders is correct and our focus is on execution of that strategy.

In many ways, today's environment plays into Ball's strengths. Operational excellence, relentless attention to detail, commitment to customer focus, creating value added innovation, and empowering our employees to think and act like owners.

If we execute the way I think we can, I expect to improved results in 2009. As all of you know, today's broader economic environment is truly unusual, something I haven't seen in nearly 40 years in business.

But I like where we are as a company and I'm bullish about our future. With that Sara, I think we're ready for questions.

Good morning. A few questions.

First of all, quickly, the Kent City facility, I remember that being one of the original Reynolds custom facilities, it might have been the first one. Realizing that you're managing supply to demand does the shutdown here reflect at all any moderation in growth or plans within the custom can market Dave or John?

No, not really. John, why don't you answer that.

Not really. We have seen a slowdown, but that has historically been a high cost plant.

And as we are trying to get fit to the future what we are trying to do is maximize the output of our low cost facilities and it's nothing more than that. We still have high aspirations for the custom can market, trying to take a leadership position in that.

A lot of our new products revolve around custom containers and so this is not a backward step at all in terms of our commitment to the custom market.

John, on the non-playing unit that you mentioned, how much of that is actually can?

Good question. It is the majority of it.

I don't have the numbers off the top of my head. But I would say approximately 75%.

But I'd be certainly happy to get back to you on that.

Okay. I appreciate it John.

As far as template goes and realizing now that you are in a process of adjusting for and smoothing out any supply issues that you might have had earlier in the quarter, do you anticipate that disruption leads to any volume loss in 2009? Or do you think your customer relationships remain solid for those customers that were affected?

Well in trying times, it always puts strains on customer relations. And we're trying to make sure that we're doing as much as we humanly can to make sure any impact is minimized with our customer base.

So as we go into 2009, you know, it's too early to tell or to see. But we think a lot of our key strategies about being closer to customer should help us in this.

But it has been a challenging time for our food and household products group.

Have you announced the general increase here for food and household for next year guys? Thanks.

I will turn it over after that.

We have both orally and in writing having communications with our customers. We are in the midst of finalizing our metal pricing in the coming days and once that is finalized, we plan to formerly communicate the specific of price increases to our customers.

Okay, thanks. I will turn over.

Hi guys, good morning.

Good morning.

Good morning.

John, could you touch on volume trajectories in Europe during the quarter with September meaningfully weaker than the prior two months? And also how should we think about 2009 for Europe, you know, should we be thinking volumes in the low single digits and maybe a little help from pricing?

Yeah, let me take your first question. If you recall in the second quarter conference call, I said July stood up very strong and it was double-digits in the month of July.

It started to slowdown and effectively we saw near flat volumes in the month of September. We have seen a little bit of rebound in October low to mid single digits.

And so you never know, you can't look month by month because these things -- there is aberrations within various month. But there has been a slowdown, if not significant or material slowdown.

As we look to 2009, recall that we had always talked about from a planning perspective, we always assume mid single digits growth. And we see nothing that that fundamentally changes, we are just not going to see the strong double-digit growth that we have been afforded and awarded over the past couple of years.

And on pricing in Europe for '09?

Well, we are right in the very beginning of pricing discussions, despite some of the things coming off recently they are still well above historical norms. And so we are going out and as I said in my prepared comments that our management over there is very focused on maximizing the price opportunity, but it’s like every time its challenging out there, but they are very focused on that.

Okay. Thank you.

Thanks very much. Just first on the European business, I think last quarter you talked a little bit about transportation issues that had affected the quarter.

Can you just comment on that situation now and how it was in the third quarter?

That's largely over. You recall that we said a major customer of ours on the continent had a strike and it created all sorts of disruption in the supply chain.

But that was really more a second quarter event. There's a little bit in the third quarter, but it's not worth talking about it.

Perfect. Thank you.

And then just on the metal, food and household business, just on the [tin plates], I just want to be clear, so the supply issues with import are pretty much over now and you have the supply that you need? Is that right?

And then if it's possible to quantify the impact that it had on the third quarter that would be helpful as well?

Yeah, we are receiving tin plates that not the issue, but what it is getting to the appropriate line time for the specific sizes, because as you know, our lines can make different things. And so we still have a bubble if you will from a production point of view.

But we're working our way through that as we speak right now. And I'm sorry, your second question was?

If you could just quantify, the impact of the tin plate on the third quarter?

We are still in the midst of it, it did cost us some both loss sales and profits. I don’t want to get in any specifics right now, because its still ongoing, but it certainly did cost us some money.

Okay, thanks.

Again remember, this is small part of just a portion of the food and household products group, so……

Thank you. Two questions, first John, I was curious, if you could, you had shared some outlooks in the past in terms of what your expectations were for Germany in terms of domestic fillings.

Where do you think that can be given the economic change in the environment, let's say in a year or two. I don’t know if you've changed your view on that.

And the second question was just more broadly speaking, if commodities continue to come in, in the past the CSD and brewers have been a little bit more aggressive, I think this year they raised prices north of CPI, which they had done a while. If that reverses and I understand it takes some time to trickle through, but would you think if anything that that means in terms of can makers as potentially that your customers push a little bit harder on volume over price.

First in Germany, in fact we were there last week. And there is some positive signs coming out of the German market and there are two specific examples I will give you.

A major soft drink customer starting to promote the can, actively promote the can. They're selling six packs for the price of five.

That is from my knowledge the first real promotional activity in a major way by a major customer in Germany. The second is that some of the discounters have had discussions about reintroducing the can which they haven’t yet due to this returnable system.

They are talking about reintroducing cans for beer which is another good sign. Now that nothing has happened there.

But as you're question asked what does it looked like a year to two years. As you recall, I always talked about this being a marathon, not a Sprint.

And its going to take a while, you know, I always look back to Denmark when they put in the deposit system it really took about five or six years. So meaningful improvement and logarithmic growth, if you will, and so, we hope some of this activity by both the soft drinks companies and the beer and the retailers will be helpful in the long-term.

As your second question about commodities coming off and promotion activity of our customers, they have put price increases to review, you all can look in the public form of what was going on in terms of soft drinks in North America. It's challenging time for them and they are looking at a wide variety of SKUs and proliferation of SKUs to get their volume growing.

I think its always helpful, not only as commodities comedown, but also in a more challenging economic environment where people stay home more, our product are for the home consumption market and I think that does play, could play favorably, and this is what we are talking about balancing supply and demand not only at current, but also the future. And as we go through and look at these capacity rationalizations we stress our system to look at their scenarios about volumes going down, volumes going up and making sure that we are in the right spot at the right time.

Alright, thank you.

Good morning. I have a question for Ray, I wondered Ray if you could just help us think about kind of perspective impact for FX in Q4 and in `09?

You are talking more on the translation of our four earnings.

Right yeah.

Well, you know, year-to-date its $0.17. Okay, there is about a nickel in the third quarter.

And I think depending on where the exchange rate is next year. We have a 100% of our next years first quarter earnings hedged and we have about 50% of the second two quarter hedge, and we have those hedges at a rate of 150 euros for the first quarter, but 147 for the other two.

So we have an impact, it will always be lower, it all depend on what the rate is, but through the first three quarter you’ve had $0.17, if you will compared to the year before. And it will be lower, but we have some of those, we said some of the impact hedged.

Okay. What about just sort of outside of the euros and impact in other areas.

As you mentioned Brazil has been a big move?

You know, Brazil is equity accounting, Brazil has very little impact and Canada has very little impact. When you look at operations, it's primarily coming from China and Europe.

China, the currency generally hasn’t moved too much. So, when we were to look at our foreign currency impact it really, mainly all coming from Europe.

We do have Canada impact, and we do have some China impact, but they are very, very small.

Okay, that’s the answer I was looking for. Thanks.

Good morning. Yeah, just curious, looking at (inaudible)?

Excuse me. We are having real trouble hearing you.

Yeah, just was curious, looking at your results for a last couple of quarters, you had some pretty strong volume growth coming from Asia, we’re just wondering kind of what you are thinking going forward about that if that, -- you have a bump there related to the Olympics or you expect that sort of growth to continue?

I think there was a bump in the Olympic, I think we when commented on soft drink side, but what we see, well, I think the trend will continue be certainly on the beer and teas and other kinds of things, there is a fair amount of growth where we are leveraged a little bit more like we are really in all of our business to that side of the business. You know, you tell me what the impact of the people in the worlds economy, its going to have on-demand everywhere.

But I think, I would think in `09 we wont see that kind of growth we did in 2009 which got the lift from the Olympics are probably a better economics, but I expect those still be growth there. John, do you help me on that.

I think some of the macro trends in China do pretend well for the growth of the beverage can, we have the rise in the middle class and going from the rural areas to the urban areas which is very important. At the same time you are seeing finally the consolidation on the beer side.

And then thirdly, and as a percent of package mix is still in the range of 3 to 4%, I mean, it’s a little by any comparison of virtually any country in the world. So combined with those first two macroeconomic events and with the little can penetration we thin there is room for upward growth there.

Okay. And you mentioned that your project and you've kind of scaled that back or slowed it down.

Do you have kind of any idea or any thoughts as to when that might be going live?

Well, we have put out some dates, but I think in this current economic environment, it would be premature to do that. We do over the long-term think there's a good can market in India.

But their economy has slowed down particularly even before this credit crisis started hitting, because they are a net importer of commodities. And as the commodity price increases went through, inflation started going through very strong, which put a damper on the middle class, which hurts can demand.

So whether it's a year whether its two years, I can't tell you. But we are paying very close attention to not only India, but the other parts of the world as well.

So the project is pretty well on hold at this point?

That's correct.

Okay. Thank you.

Good morning gentlemen.

Good morning.

Congratulations on a great quarter. A couple questions for you.

First Ray, could you help us bucket with what CapEx may look like for 2009. I know it's bounced around a little bit over last few years, but just where you're thinking today.

Well you know, I'm going to answer and then turn it to John. We've been telling to you fairly consistently that it will be kind of in the 350 range and we still have a lot of stuff to do.

As John talked about some of these things were kind of pushing, result of this is everything is slowing down, we are kind of push above little bit. And so as we currently see we're really working on our budgets and plans.

But we think probably we'll spend less in depreciation right now. We haven’t got a number, but John, do you want to add anything to that?

The only thing I would say is we are taking a fresh look at every one of our projects in light of the current economic situation. And we're prepared to slow down or stop some movement if required, if we don't think the demand is there.

(Multiple Speaker). Probably on the high end as we said today.

Depreciation is 300. So we said less than depreciation.

So that should get you in a ballpark.

And then I will ask you a second question is SG&A was down a lot this quarter compared to where it was the first couple of quarters. Can you maybe help us….?

Yeah. A lot of that -- we do have this thing in our deferred comp plans, we have these mark to market on our stock price.

And our stock price goes down, that impacts our deferred comp plans and it also runs through our P&L. So you got 4 to 5 million of that stuff in there and you've also got our aerospace business.

You saw the continued strong profits in aerospace. And the year before, we had a lot of bid and proposal cost work that we were working on it.

We haven’t had as much of that. And so the SG&A is down.

So as those are the two major items that’s causing that. And then if look for the full year, its also down and we also had less R&D expense and primarily a lot of that’s is coming from aerospace as well.

We do a lot of R&D in aerospace and we've had less of that. So those are the primary drivers.

Two piece if you get and that's probably and/or so of the differential?

That's pretty much most of it, between aerospace and deferred comp and I see accruals, that's pretty much all of it.

That's helpful. And then the next question I had was, as you're looking at the contracts, Mr.

Hayes, I think you talked to us about having some coming up in 2009, 2010. Could you may be help us bucket -- I don't know, percent of your North American portfolio that are coming due in '09 and' 10.

Just so that we can get a sense of the magnitude of what's being renegotiated?

Yeah, when I tell you was over the next 15 months -- just give me a second, I want to be clear here. Approximately 40 to 50% of our contracts coming up for renewal and as I said, I stick by what I said in the prepared remarks that we were focused on making sure we're doing those things in the right way.

Okay. And are the bulk of those 2010 events or they are more then that will be setting up for '09?

Can you give us a little granularity?

It is more weighted closer of 15 months out than it is 3 months out.

Okay. That’s very helpful.

I will jump back in queue.

Thank you. Good morning.

Just to follow up a little bit on the contract. Specifically, in plastic do you expect to have that contract done by the end of the year, or does that something that gets pushed into 2009?

No, that's our current expectation.

Okay. So the benefit really shows up in the first quarter of '09?

Yes.

Okay. And then just to talk quickly about the supply to matching supply with demand in beverage cans in North America, what's the current assumption that you have for beverage can demand in North America, which driving the capacity closures today.

And as you look at or do you think that you've closed sufficient capacity? Or do you expect there might be some more to come?

Your first question about can demand. Yeah it's very difficult to predict right now, because the soft economy plays into the favor of the can and the soft drink and beer companies needing to push volume.

And the can is a wonderful package with which to do that. I think these are cost approval bit of a damper in terms of them having to pass costs onto the consumers, which is softened a little bit.

But we remain relatively constructive about the beverage can volume over the next call it eighteen months or so. We don't expect a huge material decrease.

But we do have plans contingency plans, if that happens in various scenarios on what we would do. We feel pretty good about where we sit right now in terms of the supply and demand as we see going forward.

Thank you.

Thank you.

Thanks, hi guys. You mentioned that with your food can customers with household customers that you had orally and in writing begun to notify them on what pricing might look like perhaps at paraphrase [poll], but that was the substance what I thought I heard.

Have you done the same thing where it's relevant for your beverage can customers for 2009?

Yes.

Okay. And realizing that you can't get into the tone of the negotiations at this juncture and that’s going to take the next 15 months or so.

Would you say that the customers have been more understanding than perhaps in past years of your need to recover costs and returns and whatever other color you could provide around that, I would be appreciated?

George, I don't think that it's a matter of understanding or you know state of mind or whatever. What we've got to do is run our business and figure out what kind of a return we have to have to be a viable enterprise.

And that's how we're addressing this. And we are professional about it as are our customers.

We don't get price because we're nice. We basically have a business to run and they do too.

So I'm optimistic with all the steps that we've been taking in terms of what's been referred to as our footprints and so on and so forth. And being realistic rational communicating constantly about what's going on.

We're in these discussions all the time. And you know, on the one hand we have to be competitive and on the on the other hand we have to get a returns.

I'm optimistic that we're going to be moving forward in a positive way and continue to make good returns and create value for share holders.

Okay, I appreciate that Dave. And turning to beverage can plants, I wouldn't suggest that you're just nice either.

Could you (Multiple Speakers) after dealing with it, for the last 20 years. What affect should we expect from PPI adjusters in North America for next year can you quantify that for us at all?

Not off the top of my head. We have that, but I'd prefer not to talk about it right now.

You know, in part because think about this three months ago we were talking about hyper inflation. And now people are talking about deflation.

And those have material impacts on these PPI indices. And then how it translates into the timing of the PPI index, whether it's year-over-year, whether its third quarter over third quarter, year-over-year, there's a wide variety of mechanisms.

So it’s changing quite rapidly as we speak.

Sorry Dave, go ahead.

I just consider real task right now is just to stay on top of this stuff as we are. Meaning, as things move and so forth and to be in close communication with customers we tend -- not tend.

We don't want to take risks on the big commodities. And we don't, but we have to stay alert, alive, and we work very closely as we do with our customer on those things.

Generally, I think if you think about our business that’s the way we describe is being recession resistant with commodities coming the other direction may be gives us the chance to catch up a little bit. But we are taking nothing for granted in this environment.

One last question on that and one on aerospace, I will turn it over. Can you remind me, are most of the PPI adjusters done on a weighted average basis year-on-year or are they point to point?

And then in aerospace, was this contract that you talked about one of the ones that you had hope to receive this year one of the larger ones and what benefit might that give to your revenues and backlog going forward? Thanks guys.

Maybe I will take the PPI and Dave you can talk about aerospace. If I understand your question correctly, it is on a trailing 12 month basis.

Does that answer your question?

I think so, I will handle it offline. And on aerospace?

This is not a huge contract. It’s a good contract in an area that’s new business for us, but it is not one of the couple of contract that we had alluded to, which are still sort of sliding until we get – there is sort of election going on, I think there is.

And once that’s over we might be getting to get some more clarity, but it will take a little while.

Okay. Thanks a lot guys.

Thanks.

Thank you. Good morning.

Good morning.

Good morning.

(inaudible) quarter, just a quick question with European back end business, I think the way you’ve already answered a couple of times, what we can see next year in terms of volumes. Is there any difference right now between Eastern Europe and Western Europe in terms of the growth rate coming down a bit or are they both essentially acting inline with each other there?

Well, no. In fact and this is - it’s difficult to really look at it past couple of months because Eastern Europe has actually gone down a little bit more than relative basis than Western Europe.

Now I will tell you first hand that they had no summer. And when I say no summer, it typically it’s sunny and 30 degree Celsius there, it was in the 15 degree Celsius and foreign rain for most of the summer because starting with the EuroCup Soccer and then going through August/September it was like that as well.

But in talking with our customers in Eastern Europe, they didn’t believe this is an anomaly and they continue to believe that there is a good growth in that region generally. We have seen a slowdown, a greater slowdown in the east relative to the west, but again I think it’s more specific relative to certain events.

Thank you. That’s all I have.

Okay.

Good morning again. And for the record, David, I think you are nice guy.

Let’s (multiple speakers).

I am just kidding. A couple of things I wanted to follow up on.

With the capacity coming out in Kansas City, is most of that – help us what I think is 1.1 billion unit is what you had indicated in the press release. Is most of that being redeployed into other plans or is that – what would be a net number coming out if you could help us?

That is what we are doing is that as we have a variety of plants that can make either standard or custom products. And what we are doing on the custom side of the business, looking at a rationalization opportunity to make sure that we are in low cost in that part of the business.

And this is just an extenuation of that strategy.

Okay, the answer is all of it is [10 year system].

Okay. So it’s…

There wasn’t any volume, we relocated to other plant.

That is correct.

That’s helpful. And then the second question I had was – when you think about – you had an outstanding and this kind of follows up on some previous questions as well.

You had an outstanding quarter in North American beverage or America/Asia beverage in particular. And if I think about how to bucket the roughly 10% operating earnings, could you help me do so?

I am sure a portion of that’s the plant closure from Kent that’s beginning to gain traction, a portion of that’s going to be volume up in China, maybe some downside from volume down here. Can you help us bucket through what the major pieces were?

I think I tried to say in the prepared remarks, but in the North American portion of it, we closed it during the third quarter. But we've had excellent performance in our plants in terms of cost optimization as well as all non-plant costs.

There's really been a very tight squeeze on that. When volumes are down 6% in that business and profits up 5% as I mention that just points to the excellent work that our manufacturing and other people have been doing.

On the China side, certainly the volume growth has been a big part of it. If you think about those two issues right there, that makes up virtually all of the improvement.

Okay. That’s helpful.

And that’s all I had. Thank you.

Thank you.

Thank you.

I have just couple of followups. John, I think last year you had some December maintenance (inaudible) over in Europe.

Is that going to be about the same this year? Or will there be a year-to-year change there?

No, I wouldn't expect a year to year change. As I said in my prepared remarks, we're cognizant of the environment we're working on we have our cash flow target.

And if we have to take down even additional down time, make sure that we get our inventory is line which in Europe they generally are right now. If we have to do more, we're prepared to do that.

I wouldn't expect to seat here any material deviation on down time this year versus the last year.

Okay. And then the other follow-up is the issue of the bottled water business.

What's your sense of kind of volume in that business? And is the volume change significant enough that you may take some capacity out of the system there?

Yes. I mean the bottled water business is a challenging market right now.

In fact, I think what you are seeing is lot of consolidation on the -- I'll call it, not the tier one water companies but some of the tier two water companies, the private label companies things like that because it's very difficult to make money in that part of the business. We have seen materials slow down in that largely because of C-store, but also because of people are recognizing in a tough economy they don't need to be buying bottled water when they can use tap water.

What that means in terms of our capacity, we're paying very close attention to it. We're converting a cold fill machines to hot fill machines as required to maintain that.

And we are willing and prepared to take down time including with moth Balling certain lines if the demand does not show up in that part of the business.

It's obviously a big problem for our customers. I think what you're going to see and what we can see is they're working really hard to figure out how to restore some of this lost demand.

The points that John made is king of a perfect storm summary. And high gas prices which area do not just water but also soft drink in the C-stores.

And I'm not sure how big a deal the so called sustainability movement is. It's out there.

My guess is it's not as big as others. The other thing is how this is marketed, where it's marketed, the sizes and other things.

I mean there's a lot going on to try to figure out how to improve that. And certainly, we're pulling for our customers figuring this out, so we can sell more containers.

But as John said in the event that we know, we got to have plans and we do.

Okay, very good. Thanks.

Okay, Sara, I don’t hear any more questions, and we are getting tired. So you've done great job on this call.

I appreciate your help and everybody we'll talk to you again after the first of the year. I hope you have a good end of this year.

I hope markets get a little better for all us. We are still here and doing pretty well.