Dave Christiansen - VP for IR and Business Development Anne Stevens - Chairman, President, CEO Doug Ralph - SVP - Finance, CFO Sanjay Guglani - VP and CMO

David MacGregor - Longbow Research Edward Marshall - Sidoti & Company Gautam Khanna - Cowen & Company Mark Parr - Keybanc Capital Markets Eugene Fox - Cardinal Capital Management

Thank you, Becky and good morning everyone. Welcome to the Carpenter’s earnings conference call for the second quarter ended December 31, 2008.

This call is also been broadcast over the internet. With me today are Anne Stevens, Chairman, President and Chief Executive Officer, Doug Ralph, Senior Vice President Finance and Chief Financial Officer, and Sanjay Guglani, Vice President and Chief Marketing Officer, as well as other members of the management team.

Statements made by management during this conference call that are forward-looking statements, are based on current expectations, risk factors that could cause actual results to differ materially from these forward-looking statements can be found in Carpenter’s most recent SEC filings including the company’s June 30th, 2008, 10K, September 30, 2008 10Q and the exhibits attached to those filings. I will now turn the call over to Anne.

Thank you, Dave and good morning everyone. Our second quarter performance reflected difficult market conditions during the last three months.

But our financial results demonstrate that Carpenter is capable of operating profitably in this downturn. Demand in most of our global market has weakened considerably.

We expect to slowdown to last for several quarter. Our leadership team is focused on managing through it, you’ve seen the numbers on the earnings release, but I am sure your focus like our, is on what is happening right now.

If I had to characterize current business conditions; I'd have to say that there seems to be a continuing uncertainty that's hanging over the end market. What I am seeing across the dashboard are several factors that combined, make it difficult to predict anything approaching a recovery.

Our consumer automotive and industrial businesses are seeing the effects of dramatically lower consumer spending. Manufactures are reducing inventory.

Consumer spending tends to attract unemployment and that’s not giving anyone much comfort right now with U.S. unemployment at highest level in 26 years.

Energy is slowing; the dramatic decline in oil prices has reduced to near term urgency of exploration. In the phase of declining economic activity around the globe our aerospace business has held up pretty well through the first half despite softening market conditions ever since the Boeing strike.

Faster demand has remained stable, as jet engine requirements have come down. Market conditions in the second half will probably get tougher, although the long-term build rates are very promising for Carpenter.

Finally the medical market is relatively stable and growing moderately. We are seeing improved demand as we successfully pursue new customer initiatives.

During this downturn we benefit from a strong and growing presence with key customers particularly in aerospace. And we have a healthy balance sheet even though we have a lot of work to do right sizing inventories and restoring cash flow after the pot hole we hit in the second quarter.

For the past two years we have intensified our focus on cost and operating efficiency. The Carpenter organization is aligning operating cost with a lower demand level.

What we are doing right now is to further reduce spending by cutting labor hours to reflect decreased demand, lowering the number of shifts, adjusting headcount where necessary and sharply scaling back on all other costs. Equally important is what we are not doing, we are not cutting back on either new product development or searching for new market opportunity.

We remain committed to growing our presence internationally. I feel good that we are working smarter and that we remain obsessed with improving our cost structure.

As difficult these things are right now, the long-term fundamentals of our key markets in energy, aerospace and medical remain strong. Now, I will review our end markets and then Dough will cover the financial highlights.

After that we will take your questions. To provide better insight into our performance the year-over-year revenue comparisons exclude surcharges.

Aerospace sales were $117 million, a 4% decline over a year ago. Shipment volumes were about the same as last year.

The lower aerospace revenues came from reduced sales of alloys used in jet engine and lower titanium raw material costs while the sales of materials for fastener applications remains solid. The softness in our sales for aerospace engines was due to the reduced build demand and the Boeing strike, with both Airbus and Boeing following year production; we expect it will take a few quarters to work through the excess inventory in the engine supply chain.

Despite general weakening of demand we improved our position with key aerospace customers which is reflected in the solid shipment volumes. In the long run the large backlog at both Boeing and Airbus confirms the strong future for this business.

Medical market sales decreased 7% over a year ago to $21 million with an encouraging 9% increase in volume. The strong volume increase reflects solid demand for joint replacements and surgical instruments while the revenue decline is mostly due to lower titanium raw material costs.

As part of our success in medical it had good acceptance of our new ultra bore material which is a high precision titanium bar used for orthopedic screws and other applications. We have strengthened our position with key medical customers and we expect to grow faster than the overall market in the second half.

Energy had been a very strong market for Carpenter for the last several years. But as I mentioned earlier too much inventory and declining oil prices are causing a slowdown in this market.

Sales were $35 million down 17% from last year. We saw lower global demand from materials for oil and gas, due to excess inventory in our customer base and in the overall supply chain.

Historically, oil and gas drilling activity has correlated with the price of oil. With the recent declines in oil prices and the forecast for them to remain low for the next few quarters, we expect drilling activities to slow.

Now its not yet clear how much the drilling activity will decline or how long the inventory correction will last. We sell our materials for use in large high-end gas turbine where demand for these has dropped.

Our lower shipments for gas turbines are consistent with the drop in the market. We don’t expect growth in high-end turbines for next few quarters.

Carpenter sales to the industrial market were $62 million, a decline of 10% compared to the second quarter last year. U.S.

industrial production declined about 7% during the same period. We experienced lower demand for products used in valves and fittings, and fasteners and in semiconductors.

This was only partially offset by growth in welding and general industrial applications. We shed some business at the lower end of our portfolio and partially offset that by strengthening our position at the higher end.

Industrial production forecast show continuing decline through the rest of our fiscal year. We will continue to focus on our high value material and deemphasize those products that do not provide adequate returns.

Carpenter sales to the consumer market were $20 million down 23% from last year. Consumer spending has slowed considerably and consumer credit has tightened significantly in both the mortgage and the general credit market.

Historically our sales in the overall consumer market have a high correlation with U.S. housing construction activity.

Housing construction over the last quarter was down 40% compared to the same period last year. We have strengthened our position within key customers in this market for the rest of the fiscal year we expect our business to be inline with housing construction market.

Recovering this market does not seem likely over the next several quarters. Currently the automotive market remains depressed.

Our sales were down 44% to $19 million. The decline reflects the continued dramatic drop in automotive sales in the U.S.

that has now spread to Europe and Asia. The industry forecast for auto [bills] have continually fallen, resulting in a grower inventory of unsold cars.

In fact, some dealerships are reporting that there is supply of unsold, small and mid size cars has grown to four months or more. We have little expectations for near term recovery in the auto market.

In fact, we are anticipating further deterioration this year; it may not turn around until later in fiscal 2010. Including surcharge, Carpenter’s international sales in the second quarter were $130 million, a 14% decrease over the 2008 second quarter.

International sales were 36% of our total revenues in the second quarter. Global markets are weakening and manufactures are doing what they can to improve their cash position.

Credit and liquidity issues are effecting investment and durable good and capital spending. In addition, we are feeling the effects of currency devaluation in a number of countries that give a competitive advantage to local producers.

We expect the global markets to continue to weaken through the end of our fiscal year. Carpenter continues to be well positioned in our key market, while the economic outlook for the near future is weak, long-term potential in our markets remain strong.

Now Doug will walk us through this financial.

Thanks Anne. I will start by reviewing our second quarter results and then I want to comment on our cash flow status and the steps we are taking to manage cash in the current economic environment.

Net sales in the quarter were $361.8 million, or 18% below a year ago. Excluding raw material surcharge sales were down 13% compared to a 3% decline in the first quarter, so the downturn is having an increasing affect on our top line results as you would expect.

Overall tonnage volume decreased 10% in the quarter. In terms of product forms, titanium products grew 10% which was more than offset by special alloys down 14% and stainless steel products down 9%.

Second quarter gross profit was $75.9 million compared with $116.1 million a year ago. Excluding surcharge revenue our gross margin in the period was 27.8% versus 36.9% last year.

The biggest contributor to the profit reduction is our shipment volumes. Our manufacturing cost were higher than the prior year period but improved versus our first quarter performance as we have worked through the equipment start-up issues that we were experiencing a few months ago.

As with the prior quarter; we also experienced the timing impact associated with hedge contracts as well as other negatives in the current low price of nickel. Moving down to the income statement, our SG&A expenses decreased 1% year-over-year and would have been down 5% if you adjust out the impact of higher pension expense.

This is the result of actions we have taken to control headcount and reduce spending. Overall, operating income for the quarter was $39.7 million compared with $79.5 million in last year's second quarter.

Our operating margin excluding surcharge was 14.5% for the quarter, down from 25.3% last year. Other income in the quarter was $6.5 million compared to $12.1 million last year.

We received $6 million from the "Continued Dumping and Subsidy Offset Act or CDSOA in the period compared with $8.2 million last year. As we were in last year, this program has expired so any amounts that we receive in the future will certainly be lower and will eventually end.

Other income also reflects lower interest income on our invested cash partially offset by foreign exchange gains. Our second quarter income tax provision was $12.6 million were 29.7% versus $29.2 million or 33.8% in the same period last year.

The lower rate is mostly due to the government's approval to extend the R&D tax credit during the quarter. Our full year effective tax rate is expected to be about 33%.

First quarter net income was 29.8 million or $0.68 per diluted share versus comparable income from continuing operations of $57.1 million or $1.16 per diluted share in last year's second quarter. Looking forward in terms of our profit performance, we'd expect the declining volume will put greater pressure on our earnings.

In addition, our profits in the second half of the year will be negatively impacted by the vital effect of reducing inventory, similar to what we experienced last year. Kind of balancing this, we expect to see further improvements from our focus on manufacturing performance and then improving product mix.

Taking all together, we expect our overall base operating margin excluding surcharge to remain in the low double-digits as we manage our way through the down turn and everything of course is dependent on end market conditions not worsening beyond our current outlook. Now I would like to shift to cash.

Our free cash flow performance particularly inventory was clearly the most disappointing aspects of our second quarter results. This is largely the results of a rapidly changing demand forecast and continuing volatile end market conditions on a business where we generally melt about three months ahead of the order.

We now have our work cut out for us in the second half to bring down these inventory levels and this is getting high priority organization focus. It is still our objective to finish the year in a positive free cash flow position with inventory obviously the key to this.

In addition, we are deferring discretionary capital projects and expect to end the year at or below the 119 million we spend on CapEx last year versus the 125 million we had forecasted previously for this year. Beyond this year should the downturn continue, CapEx is one of the areas that we can travel back in the short-term to maintain positive free cash flow.

We continue to maintain a strong and conservative balance sheet. Liquidity and covenants are simply not an issue for us as they are for many companies in the current environment.

We are closely monitoring our accounts receivable and other financial exposures. Of note given the decline in asset values for our defined benefit pension plan we estimate we will need to make a cash contribution to the plan of at least $20 million during calendar year 2010 which will be the first time we’ve had to do this in over 20 years.

Fortunately, we have the financial strength to manage through the current downturn or doing what’s right for the long-term success of the business. The cash deployment priorities that we have communicated many times before have not changed.

As you are aware we do not have a current share repurchase authorization in place which we believe is a sound approach given the general economic conditions and our desire to maintain the cash flexibility to fund growth initiatives. With that let me now turn things back to Anne.

Thank you, Doug. We are all experiencing the weakening of the global economy and we expect it to stay weak at least through the rest of fiscal year 2009.

As demand softens, management is focused on the actions necessary to generate healthy earnings and to protect our cash flow. As Doug noticed the start-up problems with our rolling behind us, the organization is concentrating on aligning our operational activities to slower demand.

Our objective remains to generate positive free cash flow for this year. To manage our cash, we will lower our inventory, improve other working capital and reduce capital expenditures.

Even with these efforts, we expect our business will be 20% to 25% lower in the second half of our fiscal year, compared to the same period last year. Long-term prospects for our markets remain strong.

We remain committed to our customers and to our strategic investments in R&D marketing and international growth. The company intends to complete our premium melting expansion project by the end of our fiscal year.

We know it will be needed in the future. We are still seeking the right acquisition that will add product, geographic scope and new capabilities to accelerate our growth.

With that, we will now open the line to question.

Yes, Good morning everyone.

Good morning, David.

Just a question with respect to the press release, you said that revenue and volumes are expected to be down 25%, should we infer from that that you are expecting a relatively stable pricing environment?

No, that would assume our current outlook of pricing conditions which are becoming more aggressive in the market place, especially on a lower-end more commodity part of the business.

Okay, you just said revenue and volume down 20% to 25%. It seems like most of the downturn that you will scribe to volume as opposed to price.

Well the pricing pressure we're experienced is in the lower end of the market. So there is pricing pressure out there, we have moved our business to about 40% long-term contract and obviously we have had some push outs, but we do expect our customers to meet the terms of the agreement.

Okay. I realize you got some higher cost inventory coming through and you are probably working down some of your fixed costs, what you would be thinking about these days in terms of fixed cost, variable cost proportion, once upon a time it was a 75:25, is it closer to an 80:20 now?

We have been focused on maintaining our fixed cost and trending at a rate that’s in dollars below the level that we were at last year and we've taken a number of actions on the both the headcount area as well as other areas of that spending. And then in variable cost our objective has been to truly make those variable with production and so based on that the percentage of fixed cost is going to increase slightly in percentage terms but it’s not a big percentage amount.

From that normalized 75:25 relationship?

Just by nature of top line and then specially for the second half being down 20% to 25% fixed cost would probably increase 2% to 3% of the total part something of that magnitude.

Okay that’s helpful. Thank you.

And a final question just has to do with your hedges, nickel hedges and other hedges, what would be the impact over the next couple of quarters, cam you quantify that for us?

They are not significant numbers, but just to provide some background we take out raw material hedges at the customer's request under our long-term agreements which account for about 40% of overall sales. And so as some volumes under those agreements have been pushed out as the hedge contracts comes due and given the decline in nickel, comes to at a negative or at a cost, we offset to that as the customer takes the volume.

And so for the first quarter it was about a $5 million impact in our results and a similar number in the second quarter. During the second half for the year we would actually expect that to turn slightly positive due to the timing effect of customers and taking volume on hedge contracts that have expired during the first half of the year.

Great. Thank you very much.

Thanks David.

Good morning everyone.

Good morning.

Is it out of the real possibilities that if this demand trend continues, that longer than we anticipate that the capacity expansion that is slated I guess now for the end of the year to delayed further?

Let me answer that we have some smaller furnaces that we can [idol]. And so the plan still is to slow down but to start up those furnaces.

The reason for that in some of the furnaces, the product is triple belted and it takes a while to get the qualification and approvals. So what we would do is [idol] some less efficient furnaces, start them and then work on qualifying the material.

So that one demand returns and materials are qualified and we can produce it in the furnaces. So, we have the kinds of things that we obviously did when we looked at the project, is took out any overtime to deliver the project on time, when we needed the capacity that was scheduled in there, to improve the timing that has been removed.

Obviously we won't be operating any overtime on those furnaces but what we will do is qualify the new materials.

I see. And the recent decline of moly and cobalt and that effect on its businesses could have the same impact that nickels had to the overall business in the industry?

Nickel for us is a much greater impact and when we do on cobalt, hedge cobalt, we don’t hedge moly. So we hedge nickel and cobalt but the nickel numbers are much greater than any of the other materials.

Right. Okay.

And then the cost of the cost cuts that you guys discussed today or further reduction cost. Do you care to quantify that in any way to help us, kind of project the future did I miss that?

On our last call we had talked about actions that we were taking on the fixed cost line.

The 2% that you discussed.

Then the 2% and so that as we explain you that time is our targeted reduction versus the approved budgets that we had coming in to this year and we’ve rolled that commitments in to all new budget departments our new budget targets for all departments we track against that on a monthly basis and we are on track to at least achieve those numbers.

I see. And as far as from the classification the segments specialty alloys, stainless steels.

In that can I have a sales number without surcharge? If you have that available?

Yes for special alloys our second quarter sales excluding surcharge was down 22%, 27% when you include surcharge for stainless products down 3% and 9% when you include surcharge and for titanium products down 9% on both measures.

Okay, thank you very much. Have a great day guys.

Thank you.

Hi can you talk about the PAO operating margins this quarter. Modest sequential decline in sales ex-surcharge yet a pretty pronounced one in terms of operating profits specifically kind of what is driving that?

Yeah I think the single answer Gautam is inventory impacts. I think if you have looked at our fiscal year-to-date numbers and margins the advance materials and premium alloys business, you have a more normal relationship there between the two.

But its really inventory effects between the two businesses.

And should that persist, I mean is that something we are going to see as an overhang through the second half of the year?

I'd consider our fiscal year-to-date numbers representative over the kind of difference in margins between the two businesses.

Okay and the premium melt expansion that I thought was slated for this quarter the December quarter?

It was. You are right, you have a good memory.

What we did is in order, when we needed the capacity to deliver this quarter we had our contractor and Carpenter maintenance over time. And when we looked at it, we obviously don’t need the capacity.

So I cancelled that all overtime and that is the only reason for the delay. There was no delay in the preparation side, no delay in equipment arrival.

It was strictly the cancellation of overtime that pushed out the timeline.

Okay. You mentioned a couple of quarters of inventory overhang on the jet engine supply chain.

How much is visible, I mean do you guys have production schedules looking out six months from the likes of GE and Rolls and the others?

It’s a great question; we’ve done a lot of work on that. What I am going to ask is Sanjay Guglani took comment on that one.

So, the inventory.

The visibility that we have in the engine supply chain.

Okay. What’s going on the aerospace supply chain is that the jet engines are behaving differently than the fasteners.

Because of several reasons, there is an excess inventory in the supply chain; one of them is the Boeing supply reduction due to the strike and push outs of both the 787 and the A380. And also there is forecast that the build schedule for both Airbus and Boeing will get reduced in the near future and that is based on some of the forecast we have seen in the industry.

That is causing the excess inventory in the engine supply chain. As we see it today, it will take a few quarters for that excess inventory to get worked out through the system.

Answer the question and just add on what Sanjay is saying here. We look at the data from the airline monitor and then the second thing that we obviously have is very close relationships with the forgers that are a step closer to the OEMs in the supply chain.

So between the external data and then the demand patterns from the forgers that’s the visibility that we have.

Good. And do you have like a production schedule looking out six, nine months or is this just your lead times are actually very -- the order the production times are actually quite low?

Our lead times for engines is about nine to twelve months before the aircraft is actually built. So when we shift the material our customers are actually forecasting based on the previous build schedules and that build schedule we expect to come down and we have seen some push outs in the demand from our forgers.

So there is lag in the time that the consumption of the engines either by airlines or rebuilds or replacements and builds of Airbus and Boeing there is a lag before our schedule.

Okay. And I think on the last call Anne you mentioned about a quarter of your jet engine sales or for after market applications?

Yeah.

Are you seeing weakness in that part of the marketplace and do you expect that to get weaker?

No. It’s a good question but honestly when we supply the material to the forger it's invisible to us whether it goes to a replacement engine or for new builds.

But, the type of data that we look at are things like revenue passenger miles both in U.S., Europe and Asia Pacific and there is a correlation obviously with revenue passenger miles and the need for replacement parts or replacement engines. So when we are looking at that, it's weaker; so based on interpolating the data we would say it's had an impact quantifying if any more than that I really can't do; we don’t have the visibility.

Okay, thank you.

Hey, thanks very much. Hey good morning.

Good morning, Mark.

I had a couple of questions. First I wanted to clarify and I didn’t hear everything that you guys said but when you were talking about a second half revenue outlook were down 20% to 25%.

Does that include surcharges or is that excluding surcharges?

Excluding surcharges the way that we would apples-to-apples working our business.

Okay. Right.

Any sense that you can give us for the March quarter including the surcharges. I mean how much incremental impact could that be?

I think the difference between our, you had about a five point difference in the second quarter between our sales excluding surcharge and surcharge and that number would be at least that five point gap just given what’s happen to nickel prices but not materially different than that but high single digits would be I would say the difference between revenue ex-surcharge and revenue including surcharge.

Okay. Alright and did you make any comments either specifically or anecdotally regarding backlog momentum?

No we did not although we have seen I think it’s about a 10% reduction in the backlog market the latest number I looked at.

Okay and is that excluding surcharges?

That’s on tons that we would look at that.

That’s on tons okay about 10% in terms of volume.

Yes.

Okay. All right.

And then help me to understand your position on jet engines, is your material more focused on the fixed portions of the engines or the rotating portions?

Both we supply materials that are used in the hot end of the engines, so we supply materials that are used for disk that is rotating and we also supply similar material but different specifications for rings and the rings are stationary they don’t rotate but as I said earlier they are both used in the hot sections so they both have very high nickel which is extremely profitable for us.

Okay alright terrific and then the last question I know I think that MacGregor had asked this question earlier but I was just wanted to get some clarifications. Can you give us a sense of what’s the difference in the actual fixed costs for the second half could be relative to the first half?

I'd position it relative to year ago we’ve been running slightly below year-ago through the first half of the year and about five point stand when you exclude the effects of pension expense and I think it we'll continue to track at the rates that's below a year ago spending level given the actions that we taken.

Would you think, it might accelerate? In the second half, given the incrementally impaired economic outlook that we’re seeing?

We have been on fixed cost hold all year, so we've had a higher increase in place since the beginning of the fiscal year. We’ve been clapping down on all of our discretionary costs since the beginning of the year.

So, and that's true, I would expect to see that rate, accelerate. I think it will continue to be manage it sideways; we managed it over the first half of the year.

Okay. I had just one last question, just looking at the inventory build that’s occurred in the first half of the year.

And this is something that you are talking about a scenario focus for the second half. It seems somewhat uncharacteristic for you guys and I guess, I’ve just really be curious kind of like what happened or may what was the disconnect between the purchasing activities and the manufacturing activities or could you give me a little color about that process?

I think, what happened. I mean if you look back at last year, we had a similar trend on inventories first half to second half for different reasons.

This year, what happened, I think the biggest what happened is the rapidity at which demand forecast changed really was until the first week of September we started to see the evidence of the downturn that was timed for us with the Boeing strike and given that we are in a business where we melt three months ahead and you have initiatives underway to improve the granularity of some of our systems for scheduling and production planning in those type of things, I think we’ve been doing our best efforts to, we act to the rapidly changing demand in the business where we did have an order book and we are melting ahead of that order book and we have certainly been implementing corrective actions as its been clear that our demand forecast is down.

Okay.

One other aspect I would just highlight of inventory is that it is connected to customer service and it's important a priority for us to maintain good strong levels of customer service. And so as a we have been managing inventory there is areas of way certainly that we need to be managing down and there is other areas where we needed to put more inventory on the ground in order to do the right things from a customer service standpoint.

Okay, all right. And just last.

Was there a LIFO impact in the quarter that you can identify for us? Or did you say, I don’t know if you said that already but?

For LIFO we will report in our [QA] number of $42 million, I don't view that as particularly relevant number. Our LIFO expense our current cost to raw materials as we go and so we don’t view that there is much of a mismatch between our raw material cost and the raw material value that’s in our pricing just given the way that we handle our transaction of business and our long-term agreements.

Okay, terrific. Thanks very much for all the cover, I appreciate it.

Okay.

Thanks. Just a couple of questions related to inventory as well as production.

In your volume and revenue guidance for the second half of the year, how much of that is based on a reduction of inventories to more normal levels?

Our inventory reduction efforts are internal. So those are externally reported, our expectation for externally reported top line revenues are going to be of 20% to 25% and the impact that would have on our production schedules will be more than that because of our efforts to reduce our inventory in the second half.

I don’t know that answer your question Eugene?

Okay, all right. I think I understand.

How much of your inventory is really associated with the build of jet engines that you were discussing earlier?

We really don’t have anything internally that would help us identify the inventory to jet engines. It's certainly a factor, that’s a business that’s down, that’s a high value business to us and so the rapidity at which that demand has moved down, because of what's happening in that industry is certainly a key factor in our inventory.

Are there any other products which you might identify, I mean particularly what [you've done] which would have been difficult for you to manage inventory level during the quarter?

Some of the products testing for energy as well. We had very good business in the drill collar sector but that has dropped off considerably and that’s another factor that’s impacted inventory.

Okay. The other comment that was made on the call was relative to this dumping subsidy of $6 million that you got in the quarter down from eight in your guidance for the second half of the year are you seeing you get any subsidy in the second half?

First that’s been our item that's always occurred in our second quarter or at least for the last several years has occurred in our second quarter and so there is nothing that we would expect on that line for the balance of the year and we'd expect a much reduced number in the second quarter of next fiscal year.

Okay. Thank you very much.

You are welcome.

Thank you very much Becky. For all participants thank you so much for your interest in Carpenter.

We look forward talking to you again to discuss our third quarter results in our conference call. Thank you.