Ladies and gentlemen, welcome to the Ball Corporation second quarter 2009 earnings conference call. During the presentation all participants will be in a listen-only mode. Afterwards we will conduct a question-and-answer session. (Operator instructions). As a reminder this conference is being recorded, Thursday, July 23, 2009. I would now like to turn the conference over to Dave Hoover, Chairman, President, and CEO. Please go ahead, sir.

Good morning, everyone. Thank you for being with us. This is Ball Corporation's Conference Call regarding the company's second quarter 2009 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 SEC filings as well as in company news releases. And if you don't already have our earnings release it's available on our Web site at Ball.com. Information concerning the use of non-GAAP financial measures may also be found on our Web site. But with me today on our call are Ray Seabrook, Executive Vice President, Chief Financial Officer, and John Hayes, Executive Vice President, Chief Operating Officer. On a comparable basis, Ball reported diluted earnings per share of a $1.20 for the second quarter compared to a $1.10 for the second quarter in 2008. We're pleased with those results and they affirm our strategy and the actions we've taken over the past 18 months or so. Volumes are also picking up, and plant performance is really good and getting better. We're excited about an agreement we announced earlier this month to acquire four metal beverage packaging manufacturing plants from Anheuser-Busch InBev. These large low costs plants are in excellent fit within our metal beverage business and this acquisition supports our strategy to grow our worldwide metal beverage can business. These plants are well run by experienced can makers. We're confident that once this acquisition closes that we'll benefit immediately by sharing best practices, capitalizing on synergies, and improving our operations. We expect the acquisition to be accretive to Ball's earnings and cash flow in 2010. Next Ray will review the quarter from a financial perspective, and then John will discuss our operating results, and I'll close with a few comments about our outlook for 2009. Ray.

Thanks, Dave. Comparable diluted earnings per share for the quarter were at 120 and through the first six months were at 197, up 9% in the quarter and up through the first six months compared to last year. Turning to the operations, second quarter year-over-year sales volume showed seasonal improvement compared to the first quarter. However, through the first six months sales volumes were down in all business segments with the exception of European beverage cans where sales volumes were flat through the first half. Along with lower aluminum prices, lower euro exchange rate also contributed to lower sales in the quarter and year-to-date. Offsetting second quarter reduced sales volumes were improved operating margins in all of our North American packaging businesses, primarily result of lower cost due to plant rationalization programs commenced in late 2007, inventory gains and food and household segment and better pricing. Lower interest expense and a lower share count due to our 2008 share buyback program also contributed to higher second quarter and year-to-date comparable earnings per share. Exclusive of our announced acquisition, full year interest expense should be $40 million lower than last year. The second quarter effective tax rate of 27% was favorably impacted by a lower tax rate on the gain on sale of DigitalGlobe shares. The 32% effective tax rate on comparable earnings in the quarter was a little better than expected and slightly lower than the forecasted comparable full-year effective tax rate of 32.5%. Turning to the balance sheet, net balance sheet debt at the end of the quarter was at 2.3 billion, almost $300 million lower than at the end of the first quarter, and $365 million lower than at the same time last year. We're working hard on de-leveraging the company prior to closing on our recently announced acquisition. We still anticipate full year free cash flow in the range of 375 million and capital spending below $250 million. Finally, a few comments about our recently announced acquisition. As Dave said, we expect this acquisition to be earnings per share accretive from the outset. Once we get by year one, which will require a little more capital than the out years, we expect this acquisition to generate approximately $50 million of free cash flow per annum. And assuming we close the acquisition this year, the pro forma credit quality ratio is at the year end will be better than they were at the end of the first quarter. If you remember, the first quarter credit quality ratios had net debt to adjusted EBITDA of 2.9 times and the rolling four quarters adjusted EBIT to interest coverage at 4.9 times. With that I will turn it over to John.

Ray, thank you. Momentum is beginning to build across our businesses and we've begun to see some of the positive results from the actions we made over the past 18 months flow to the bottom line. Proactive supply demand management, disciplined approach to our commercial activities, meaningful cost savings resulting from our sustainability efforts and a continued focused drive for improvement throughout our packaging operations are helping to offset early volume declines. In Aerospace we had a challenging comp from a record 2008 second quarter but still had a stronger first half in this business than anticipated. As summer gets into high gear and we move closer to closing on the AB InBev acquisition, there is growing energy and excitement in our operations and we are absolutely focused on driving results and making sure every action we take creates value for Ball and our shareholders. Now turning to the operations. Profitability in the quarter in our metal beverage packaging, Americas and Asia segment was down slightly versus last year. As we indicated in our prior call inventory holding losses on aluminum would impact the second quarter but to a much lesser degree. Barring this impact in the quarter results would have been improved year-over-year on lower volume. For the balance of this year we expect little if any impact from aluminum inventory gains or losses. Branded CFC continued its decline in the second quarter albeit at a slower rate. The 4th of July holiday stimulated much needed promotional activities from our U.S. metal beverage customers. Overall industry volumes were down approximately 1% in the second quarter with increases in beer volume offset by declines in CSC. Our volumes followed a similar trend with beer being up and CSC being down. Overall we are off a bit more than the industry…

Thanks, John, and thanks to you, Ray as well. This was a good quarter. Maybe a little stronger second quarter than we anticipated. We're executing on our strategy, we're focused on reducing costs and increasing efficiency and we have an exciting acquisition on deck. I like many of you I am sure we would like to see a little more improvement in the environment outside Ball. That is the general economy. It's a different world and we're managing our businesses with that in mind. We're happy with the progress that we're making but we're also not going to get overconfident and we have plenty of opportunities in front of us to do better. We expect second half 2009 diluted earnings per share to exceed those of the second half of 2008. And consequently, we expect full year 2009 diluted earnings per share to be greater than 2008 results. And with that Myra, I think we're ready for questions.

Thank you. (Operator instructions). Our first question comes from George Staphos from Bank of America-Merrill Lynch. Please proceed with your question.

Thanks. Hi, everyone, good morning.

Good morning.

First question is on Europe. John, I was wondering if you could, if not precisely, generally break down what the sources of the EBIT variance were year on year, how much was, if anything, attributable to, again inventory costs that hopefully are now behind you?

George, very little of it was related to anything like that. It really had to do with the things I mentioned in my prepared remarks. Number one being a shift from 50 centiliter to 33 centiliter cans. And then the second thing was currency. We talked in the first quarter a little bit about steel and as we go into the second half of the year we think we have some tailwind on that but that was not a big component.

Okay, fair enough. The second question, as we think about free cash flow for the year, Ray, depending on how you want to adjust for the settlement last year, you're running, I think, anywhere between $60 million and $130 million ahead of last year's free cash flow number, roughly just operating cash minus CapEx, which would suggest that this year's free cash guidance of the range of 375 seems pretty achievable. Can you talk us through what some of the puts and takes around that might be? Because at least from our vantage point looks like that number probably has more upward than downward tension.

Here is I would tell you, George. If you remember last year I think we overshot the mark by either these are $25 million or $35 million of what we thought. And so what happened is, working capital came in, working capital came in a little stronger than expected. These are numbers that hinges on what our year end working capital tends to be. Right now, as we look at it, we have commitments on metal and some other things that are going to make us probably have that working capital go a little higher. So probably, I think the 375 is good. We might see a little upside in that, but what you will probably see when we get to next year, you'll probably see me advertising a real big number, because some of that number that we're talking about coming out that, the amount we increase, the working capital issue will get it out next year. So I'm sticking with the 375, could be a little upside in that, and I think the real upside comes next year.

Okay. That's very helpful. The last question, I'll turn it over, as we think about beverage can volumes in North America, you said that second half should be up versus the first half for the Americas in total. Should we be able to suggest from that or from that 2H versus 2H last year is up for North American beverage can volumes? Thanks.

Well, that's always a tough one to answer, George, because it depends largely on what type of promotional activity our customers are going to be doing in the balance of the year. What I would tell you is you've seen heavy promotional activity by the large CSD customers, particularly going into the 4th of July holiday. I think you see that generally speaking nationwide. How long that continues will play a big component of it, but we feel relatively constructive based on our consumer analysis and discussions with our customers regarding the volume in the second half.

Okay, I'll turn it over.

Thank you. Our next question comes from Ghansham Panjabi from Robert W. Baird. Please proceed with your question.

Hi, guys, good morning. Hi, Dave, I was wondering hoping you could touch on what was the biggest variance relative to the expectations for 2Q? Was it volumes in the U.S. or Europe, cost savings, or something else? Thanks.

The reality is that everything was kind of a little bit better. You could see it in. I mentioned in my early remarks that our operations are running really well. So the production cost is down a little bit and that's pretty much across the company, with the exception of aerospace, aerospace actually finished up a little stronger than the revised forecast as well though for the quarter. So there wasn't any particular thing, Ghansham, and I would say pretty much across the board.

And John this one is for you if you don't mind. The volume trajectory for European beverage cans in the quarter, if you could just comment on that and also what really gives you comfort that 2010 will be much better? Is it what your customers are telling you? Give us some color there. Thanks.

Well, that's a good question. Overall, European volumes were down a couple of percent in the second quarter and it was really driven by continued softness in eastern Europe, particularly in Russia. We are starting to see in eastern Europe certainly a stabilization of the volumes. We were seeing relatively high declines in the latter half of last year and early this year in places like Poland and other things. We've seen that stabilized. In fact, I think Poland was relatively flat for the second quarter overall, and we continue to see strong growth in the Balkan region, where our Serbian plant is running full out. So that's a little bit on the east. On the west, we're seeing pretty good stabilization in terms of volumes. I think overall western European volumes were roughly flat, and that despite a summer season that was okay in some parts, but certainly not terrific in other parts so. I think overall as we talk to our customers and we see these trends and see these facts that are dictating the trends, we expect to see 2010 to be up a little bit.

Okay. And is part of that just based on maybe the World Cup as well or some sort of equivalent to that?

Well, obviously the World Cup in 2010 is going to be helpful. While it's in South Africa, it's in the same time zone relatively speaking than Europe, so that should be a big boost in terms of European volumes in 2010 yeah.

Okay, thanks.

Thank you. Our next question comes from Chris Manuel from Keybanc Capital Markets. Please proceed with your question.

Good morning, gentlemen, and congratulations on a terrific quarter.

Thanks, Chris.

Couple questions for you. First, just couple kind of a random different direction questions. First, on the aerospace business, you talked about, and in prepared remarks a few contract wins. Could you give us an updated backlog number or could you maybe give us a sense as to when some of those projects will start to take hold? Are those 2010 events or…?

Yes, they are largely 2010 events. If I remember, I don't have it in front of me, but I believe our backlog was in the range of 590 or so.

587 in the press release is what we said. And so those are awarded, but they're not in our backlog just yet. So as we go forward those will start. Once we actually have the contract signed, they will start to go in our backlog.

That's what I didn't realize, because it appears as though the backlog didn't move much. So these contracts aren't in the backlog yet?

That's correct.

We have been won since the end of the quarter.

Second question I had was, actually for Ray. When you guys issued your press release in conjunction with the AB InBev assets, I think you had indicated first full year operation that EBITDA would be in the neighborhood of 94 million. Could you help us with what the breakout is between what the D&A component that is between EBIT and EBITDA approximately?

Let me think about that. Some of that's going to depend on the, we have to write up the assets. We basically got a fair value of the assets, but you are going to find out, I don't have it right in front of me, but most of it, it's much more heavily weighted towards EBIT than EBITDA.

Alright. I'll check back with Ann, that's a number that would help us out.

Yeah, I think we think depreciation and amortization is somewhere just a little north of 30. And I think we think that it's 102 million of EBITDA.

That's a nice improvement then.

Of course, we don't have it. We don't own it yet Chris.

Well, no, but if you're finding more opportunities, that's terrific.

It is.

Okay, last question I had was with respect to kind of follow-on to the earlier question about volume in the second half here domestically in North America. Where are you seeing, where do you think you will see the principal improvement? Is it more in the CSD side or is it more in beer continuing to do well? What gives you better confidence here in the back half of the year?

I think it's more on the CSD side. In the first quarter, recall, we were talking about promotional activity, and that really didn't kick in until late June. It was really the 4th of July holiday. And through the month of July you've seen some very strong promotional activity across the board by the large CSD customers. On the beer side, we don't expect to see much deviation. It's been reasonably strong. I think the secular trends, given the macro economic environment are going to continue that, so the real improvement we expect to see is probably on the CSD side.

Okay. Thank you very much.

You bet.

Thank you. Our next question comes from Tim Thein from Citigroup. Please proceed with your question. Tim Thein – Citigroup: Thank you. Good morning. First question for Ray. On the initial, when you were going through the InBev numbers, I think you said after year one, and correct me if I'm wrong here, but after year one, north of 50 million in free cash flow per annum?

No, what I said is, and it was little confusing, we've got a little bit of capital spend in year one, and that we're still working out what that number is going to be. We may not spend as much as we think. We think we got a little capital spend in year one. Once we get through year one the normalized cash flow from that business should be around 50 million. In year one it's going to be a little bit lower. I don't know exactly how much capital we're going to spend. It's somewhere probably, the additional capital is probably somewhere between 0 million and 10 million. So you can probably look for anywhere 40 to 50 the first year. Tim Thein – Citigroup: Okay. And the normalized 50 number, what just ballpark, what does that assume in terms of CapEx relative to D&A? Do you have that?

That assumes ongoing CapEx for those four plants at just under $10 million. Tim Thein – Citigroup: Okay. And secondly, you gave some commentary with regards to the back half earnings, if you look historically on our numbers, anyway, this decade, I think, save the last two, the second half was better than the first, and again, not pinning you down on guidance, but the back half of this year, you don't have this movement with regards to the inventory gains and losses, but presumably if currencies are anywhere near where they are today that likely becomes a tailwind in the back half of the year. So is there anything that you would you call out in terms of what we should think about the back half of the year that may be different than the first?

Well, I think that, we aren't going to have probably the net inventory gain anything like we had in the first half but we're going to get it out of the operations of the company, and I think you're right, Tim, I think, if we execute very well and so on, that pattern you talked about could repeat itself. Tim Thein – Citigroup: Alright, thanks a lot.

Thank you. Our next question comes from Claudia Hueston from JP Morgan. Please proceed with your question.

Hi, thanks very much. Good morning.

Good morning.

Good morning.

I was just hoping you had had mentioned foreign exchange had an impact in the European business. I was wondering if you could just quantify that. And then my second question was just more broadly looking at specialty cans in the U.S. I just wondered how that business was holding up in this environment and what trends you're seeing there?

Let me talk about, when we talk about our exchange, normally we're talking about the translation of our European business into the U.S. dollar, sometimes we forget. Within Europe we get exchange gains and loss as well. We've Polish Zloty, we got the pound sterling against the euro, so inside our business also get gains and losses. We had some losses on pound sterling to the tune of 3 million euros or 4 million euros and we had some gains on Zlotys 2 or 3 million euros so I think it's a net 2 or 3 million euro loss with exchange inside the business, in addition, the exchange rate of translation, translating those earnings in the U.S. dollars, euros about 20 cents lower was this time last year. We had bought some euro hedges to offset some of that, so. But that probably cost us $0.06 in the quarter, the translation of the European business into the U.S. dollars. That help you at all?

Yes, that's actually great, thanks.

Okay, on the specialty cans, specialty cans have been a bit soft and it depends on how you define specialty cans, but let's call it everything other than 12-ounce containers. We've seen some of the smaller size holding up reasonably well. Some of the larger size have been a bit softer largely due to those are take out from the convenience stores for construction and other trades like that, but we're starting to see a lot of our customers put more emphasis on those things and I wouldn't say it's anything that you wouldn't expect in a soft economy. But it has been a bit more soft than what it has historically been the case.

And are the margins still holding on those businesses even if demand is down a bit?

Yes.

Okay. Thanks.

Thank you. Our next question comes from Chip Dillon from Credit Suisse. Please proceed with your question.

Good morning.

Good morning.

First question, getting back to the InBev acquisition, you mentioned in the out year free cash flow number, and actually you've been saying year one the free cash flow number is only different because of the incremental CapEx. Are you not because in any further synergies beyond what you get on closing and if you could also remind us sort of the timing roughly of some of the major contracts that come with that acquisition and when they would come up for renewal?

Let me talk about the synergies first. We've obviously had some synergies on closing because we're not taking G&A costs. We're not taking some allocated G&A costs. We're taking those plants and we are not taking any G&A. So that happens at closing. We are expecting some more synergies as we get the operations under. That was probably difference between my number and the number mentioned earlier. It will take us 18 months to 24 months to start getting some of that out. So the initial synergies is about 12.5 million of G&A costs upfront, and then the rest of it comes out over probably the next 24 months to 36 months.

And the rest of that would be that 8 million difference in EBITDA….

Yes, that's got to do with some of this capital we're talking about as well. So we're going to make a few little changes here and there, which we think will get a little bit of synergies.

Okay. And can you give us a little color on the timing of the contracts?

I think that at this juncture what we said in our press release is that I think about 70% of this business is soft drink, and the balance was beer, and I think that's as far as we have gone or will go at this point.

Got you. Thank you very much.

Thank you. Our next question comes from Pete Ruschmeier from Barclays Capital. Please proceed with your question.

Thanks, good morning and congratulations on a strong quarter.

Thank you.

I wanted to ask a question hoping you could amplify your comments on the Alumi-Tek closeable boil opportunity and do you expect your can't share with us a little bit more about the number of the units you're talking about, the kind of growth you might expect, price points of the product, unit profitability, better or worse than your existing business. Just trying to better understand where you're going with this business.

It's a good question. In fact, it started out with the Miller Coors organization that they were trialing in various markets. They have now gone to a national rollout. It's in the range of 30 plus million units per year, and other customers as well have significant opportunities going into 2010, and in fact, we're going to be installing more capacity to grow that into overall not just with one customer, but overall in the 100 plus million units. It is a very attractive product for us. It's a new product. It provides a lot of backbone into the metal beverage container, and generally speaking, we ought to make reasonable returns on that business.

Okay. And any sense of the price points of the product relative, I would imagine it's a higher price point.

It is a higher price point, both because it has more aluminum in it, it has slower speeds on how you manufacture it, and the technology is unique. But then also from a customer perspective, how they're pricing it in the marketplace relative to single serve versus six packs and other things that it really depends as they go forward.

Okay. That's helpful. In metal beverage Europe, it was a little better than expected, and I was curious if you could share with us more about the unit volume progression year on year. And you mentioned the outlook for '010 is better, but how about the outlook for unit progressions second half versus first half, on a year-over-year basis?

Yes, exactly. I think for the first half it's been roughly, for us it's been roughly flat. The market has been down a little bit. The main difference has to do with we've been exporting some cans into Africa and some other export countries. We don't see going into the second half of 2009 any significant deviation from those trends. We do take comfort that on the beer side of the market as I mentioned earlier, particularly in eastern Europe, we're starting to see a stabilization of that, which has been soft. I do know that some of the CSD customers have been very strong in different countries as their execution gets better. But I wouldn't expect in 2009 to have any significant improvement relative to the first half of 2009. And if it does happen, that's all upside.

Okay. That's helpful. And just last question, if I could, maybe a question for Ray on your outlook for tin plate, what's your sense as to where we may be headed 3Q, 4Q? And then as you talked about a positive seasonal food pack, I'm curious on whether the strong seasonal food pack is enough to more than offset potential destocking to the extent customers are waiting for price to come back down.

Yes, this is John. Perhaps I'll take it. On the steel side, we are starting to see steel prices begin to come down, but not near as much as the increase going into this year. We have been in discussions with our customers regarding this issue, and we've communicated to those relevant customers that once our higher costs inventory is flushed through, we will discuss providing them the benefit of lower steel prices but not until those higher costs flush through, could be several months, and we don't expect margin loss as a result because quite candidly, we can't take on the commodity risk. With respect to your question about volumes and destocking, in the first half of the year, the destocking was a little bit more than we had anticipated. You could speculate on the reasons why, maybe it had to do with steel, maybe not. But as we're entering the heavy pack season, they no longer can de-stock because as you know, when you pull crops out of the ground, you need to be processing those crops relatively quickly. So all indications across the board look good for a very healthy pack season.

Very helpful. Thanks, John.

Thank you.

Thank you. (Operator instructions). And your next question comes from Richard Skidmore from Goldman Sachs. Please proceed with your question.

Good morning. Thank you. John, just a question with regards to where are you in the progress on the cost savings being realized from the plant closures that you've done? And what else might there be as you go through the second half of the year? And it looks like all the plastics savings coming in 2010, is that correct?

Well, no, we're going to get some of that in the second half of 2009. As I said our Watertown facility closed at the end of June, and our Baldwinsville, New York facility will close at the end of this month. There's always a several month delay in giving the savings because of decommissioning. Recall in the first quarter maybe I direct you to that we spent some time talking about it, going plant by plant in terms of the rationalization on what we said is we really expect in the second half of this year to see a lot of the benefit, and then the full amount of the benefit going into 2010, and I think we're right on target with all of that.

So just to clarify, the second quarter didn't see a lot of the benefit, and the bulk of the benefit of what you talked about in the first quarter is really second half '09?

Yes, for the most part, again, recall we did get benefits in our metal beverage container because the Puerto Rico plant had been closed at the beginning of this year, but Kansas City was in the decommissioning phase during the second half. During the second quarter the can facility has been closed, but during 2009 we're incurring higher freight. On the food and household product side, we have been getting the benefits as we said in the prepared remarks, related to the closure of a couple of aerosol plants that happened at the beginning of this year, and then on the plastics side, last year, we closed a small plant in Ontario, which we get some benefit, but that wasn't a big mover. So as you can see lot of the benefits, the full amount is going to start to occur in the second half of this year.

Great. Thank you.

Thank you. Our next question comes from Joseph Nia [ph] from UBS. Please proceed with your question. Joseph Nia – UBS: I'm sorry if I missed this but did you quantify kind of the magnitude of the inventory holding gains and losses in the quarter?

No, we didn't, but I think our CFO can do that for you.

Thank you, Dave. Well, we normally don't like to do that, and I'll tell you the reason why, is because a lot of things go into it. You start looking at scrap, we create scrap that in the operation we sell it back to the scrap company. So depending on what you include or don't include you can get some different numbers, but fundamentally I would tell you it's between 10 million and 12 million is the inventory (inaudible) between the two businesses. Obviously North American beverage had a loss and the food business had a gain. So the net numbers somewhere between 10 million and 12 million probably when you include everything. Joseph Nia – UBS: Okay. Also was curious kind of certainly you got plenty on your plate with the InBev acquisition, but what are your thoughts in terms of other potential expansion. You mentioned if markets hold up you may bring Poland on line. I know you put India on hold previously. Have you thought about any further expansions overseas?

I think internal to the business, organic growth opportunities, you mentioned a couple of places that we continue to look at that, it's not good in this business to build it and they will come. So we're not going to be doing that. But certainly we have opportunities that we've progressed to a point that if and as the market comes back, and you mentioned two or three of those, we look in the growing parts of the world for that if and as the economy comes back I think it will. We're seeing signs in China. You see the government announcing up to 8% growth. That's not like 15 or 12 that they used to have, but still significant. So we'll keep our eyes on that. I think also importantly is that we will continue to look because our financial situation is such we're pretty well financed company. Ray was saying a little bit earlier that even with the close of the acquisition our credit status gets stronger by the end of this year than were in the beginning. So we haven't stopped looking for things to acquire that might be really good fits and we'll keep doing that.

To amplify Dave's point, in terms of the internal growth, for competitive reasons, obviously we do not want to disclose exactly what we are looking at, but we have a priority list in every region in the world of where the growth is and what the opportunity is, what the potential timing is, who is the customers are, what the competitive dynamics are, and we review that regularly to see when and if it makes sense to pursue in a more aggressive manner. Joseph Nia – UBS: Very good. Sounds like nothing necessarily going to talk about today, but you maybe a little bit more optimistic than you were last quarter.

Oh, I think that's clear. I mean, I just go back and revisit the question earlier, our first half was pretty darn good for the company, second quarter in particular, first quarter benefited more from this inventory situation than the second. We don't expect much of anything to happen in the second half of the year, yet we're talking about the possibility of beating it. So I think that when you see that, what you see is that business is performing better. Joseph Nia – UBS: Okay. Great, thanks a lot.

You bet.

Thank you. The next question comes from Al Kabili from Macquarie. Please proceed with your question. Al Kabili – Macquarie: Good morning, guys.

Good morning. Al Kabili – Macquarie:

I think if I remember right we said the first quarter was divided up a third, third, third I think, and then I think the first quarter was closer to 20 million in North American beverage. Al Kabili – Macquarie:

Probably a little higher than that. We said $10 million net, so since beverage also lost some in the second, so the food's going to be a little higher. Al Kabili – Macquarie:

Yes, overall, as I said before I believe overall industry volumes were off in a 4% to 5% range. Our volumes generally speaking in both businesses were off a little bit more than this. We're not concerned though. On the food side, we're more skewed to the seasonal business and the decline relative to the market was really driven by timing differences and different markets, different segments, et cetera. We talked about the strength that we see in the pack going forward. On the aerosol side, it has been a bit softer. We have seen pickup more recently in terms of positive year-over-year trends, but in the second quarter alone they were down largely because of the do-it-yourself and whether it was paint, when it was automotive, other things like that, that served the aerosol market serve. They were just a bit soft but we are seeing them come back. Al Kabili – Macquarie:

Well, it is July 23rd so, I mean, we can't manage business day by day in terms of the volume. So what we're seeing, at least month to date, in the month of July, is better volume trend for roughly flat to up slightly year over year. As we said here today, but again, couple weeks doesn't necessarily make a trend so I wouldn't read into that too much but that is just yet another proof point that when we talk about volumes we expect to get a little bit better in the second half of this year as we sit here on the 23rd of July, they are a little bit better. Al Kabili – Macquarie: Okay. And maybe the better way to ask it is, the volume trajectory through the quarter I think you were down maybe mid single digits, but through the quarter, how did that progress through the quarter, that, that volume trend in Americas best?

I mean we've talked in the past about volatility. It was strong in April, it was a little bit weaker in May and strong in June. Al Kabili – Macquarie: Okay. And then final question is on the InBev asset acquisition, just any update on how you are planning on financing this. Are you generating some decent free cash flow, but want to get your thoughts on debt versus using some of the free cash flow that you are going to be generating?

Yes, obviously we've got a real good idea what we're going to do. We're going to look at two or three different options. We may grow with some (inaudible) we may look at some other options as well. So you will stay tuned and you'll see fairly quickly here what we're going to do. Al Kabili – Macquarie: If you take a look of it all the cash that we're generating here with this just this acquisition, we don't need a lot of extra money.

Except we've some big financings coming up in 2010 and 2011, talking about other growth opportunities. Al Kabili – Macquarie: Okay. And final question, if I may, you talked about potentially curtailing some capacity next year, if you build that Poland plant. Any way to think about what kind of earnings impact that may have next year if you do that?

No, to be honest, I think it's too early to predict anything like that. We were discussing it earlier this week and once we get through the summer selling season and the contractual negotiations with our customers we'll have a much better sense, and as we talk all along what we try and do is match our supply with our demand. Until we get the demand nailed down in a more clinical way, country by country, region by region, it's just premature to talk about it.

And I think in John's remarks when he was talking about selected downtime in Europe that's right now. We may talk about next year.

That's more of the second half of '09. Al Kabili – Macquarie: Okay. I'll turn it over. Thank you.

Thank you.

Thank you. The next question comes from Alton Stump from Longbow Research. Please proceed with your question.

Thank you. Good morning. Just a quick question with inventory gain in US food, is that going to be gone completely in the back half, just help us model out of profitability?

Alton, the simple answer is it's gone.

Okay. Great. And then just looking at Europe is there any sort of color you can add in terms of breaking out how eastern Europe is doing versus western Europe? If I recall, it look like in April there were seeing some growth returned to western Europe. Is it still eastern Europe is really dragging and your overall volumes there?

Yes, I think I mentioned it earlier the notes you heard a bit. The short answer is eastern Europe has stabilized, but it has been softer than western Europe.

Okay, great, thanks, guys.

Okay.

Thank you. Our next question comes from Andy Simon [ph] from Iridian Management [ph]. Please proceed with your question.

Thanks. Listen, I just want, first of all, in case any your customers are listening, I just want to tell you, I have two teenage boys, and they're both very athletic, and they love Gatorade, but I'm afraid to buy it for them because there's so many different kinds now that they tell me specific instructions what kind I'm supposed to buy at the super market, and when I get there, my head is spinning. They have G, they have X, they have G2, and so, yesterday, I went down there, and I was ready to buy 10 or 20 bottles, and I came back with three bottles. So I thought there was a good article in today's Wall Street Journal. I hope they fix that. But the reason I got in the queue was to ask you about one other thing. Your 375 million of free cash flow, that doesn't include you getting back your collateral which I think is about another 50 million in the second half. Is that correct?

Yes, that's correct, Andy. We should get the other 50 million back in second half. That goes through investing activities. That does not include that.

Right. But it will still be cash coming in.

Yes, that will be part of debt reduction, there's no question.

Right. Okay, thanks.

Thank you. And you know, figure that out and buy more of those bottles.

I'd like to.

Thank you. Our next question comes from Chip Dillon from Credit Suisse. Please proceed with your question.

Yes, I had just a quick follow-up. Some of your competitors in recent, in the last week or so have talked about basically relying less on bank financing for the seasonal inventory needs that, of course, you see in the food can area. Is this something that you all may think about doing as well, keeping a sort of higher cash balance and depending less on a revolver for the time being?

Not at all. We don't think about that at all. We intend to have the revolver and we're not sitting on cash balances.

Got you. Okay. And then just also, you mentioned the Poland plant now being finished. What is a sort of influencing you the most to go ahead and move forward with that? You mentioned that eastern Europe the volumes seem to be a little bit coming back or stabilizing better than western Europe, but also I'm sure when you build these plants, as Dan mentioned, you don't build it, they come. Were you able to solidify volumes in the last few months to a point where you feel more comfortable?

Well, yes, generally speaking, we have agreements with our customers, but then it depends upon the demand of our customers, and what we're seeing is I mentioned eastern Europe is much better than it's been. Generally speaking Poland has been flat, every other country other than Russia is kind of up in the second quarter. So those types of trends in discussion with our customers, we expect those trends to continue, whether it's in Czech Republic, whether it's in the countries east of where we're building our plant, in Belarus and other places like that, we just see demand starting to perk up a little bit based on our contractual commitments with our customers we think we will be able to get some of that demand, and that is a factor in looking at when we're going to start up (inaudible) plant.

Got you. Thanks.

You bet.

Thank you. And we have another follow-up question from George Staphos from Bank of America-Merrill Lynch. Please go ahead.

Thanks, guys. I'll try to make it quick since late in the call. I guess first question I had, project net was a big initiative for you back a few years ago. I'm not sure you have much left in that if anything, but are there potential applications of what you learn from project net on a going forward basis as you grow the portfolio in North America?

I'm not exactly following your question.

Well, you improved your end making productivity significantly as you know, John, through project net. You're obviously buying a lot of end making capacity potential with metal container corp. Do you see opportunities to improve the productivity given what you know right now within that big facility?

To be honest, it's a bit early in light of what we've seen so far to commit to anything, but as Ray had mentioned we do see opportunities over the next 24 months to 36 months through a variety of things using a little bit of capital here, whether it's best practice, whether it's optimizing the footprint, if you will, from a supply point of view we do think there's some opportunities.

Okay. Thanks. Second question, on the most recently announced aerospace contract, which is a five year $600 million I guess, potential value, can you give us more detail on how that might work for you?

Well, yes, George this is Dave. There are three people who are awarded, if you will, parts of this contract, but it's what known as a task order contract. The current contract that has just concluded in the same place was a multiyear agreement. We won about 80% of the task orders on that contract. That doesn't necessarily mean that on the new one, which is a larger piece of business that we will, but we're already into it. And so if I had to guess, I would say at least half of that business will come our way during the course of the contract, if we're as good as we have been could be more. If we get bad, could be less.

Okay.

Is that helpful?

Yes, that gives us a little bit more clarity. And then the last question I had, can you update us to the extent possible on your efforts regarding the contracts for next year back to beverage can Americas, any change in your ultimate expectation in terms of improved returns? Thanks, guys, and good luck in the quarter.

Thanks, George. This is always a difficult one, George. As you know, we do have several contracts coming up for renewal. We're not going to discuss the specifics, but we have been very consistent that we're focused on the right blend of value and volume, and our conversations remain ongoing, and the tone is constructive. And as we sit here right now we're taking all the necessary steps to ensure that we remain competitive while getting value for our products and improved returns in that part of the business that we're below what our expectations are.

We are very focused on that, George.

Okay. Thanks, guys.

Thank you.

Thank you. And Mr. Hoover, it appears there are no further questions at this time. I will turn the conference back to you.

Thanks very much, Myra. You've done a really good job being the operator here, and thanks to everybody who participated in the call. We are going to go back to work now and try to have a really good second half. We'll talk to you in about 90 days.

Thank you. Ladies and gentlemen, that concludes the conference call for today. We thank you for your participation and ask that you please disconnect your lines. Have a good day.