Good day everyone and welcome to Entegris’s third quarter 2008 earnings release conference call. As a reminder today’s conference is being recorded. At this time for opening remarks and introductions, I would like to turn the call over to Steve Cantor, Vice President of Corporate Relations. Please go ahead sir.

Good morning and thank you for joining our call. Earlier today, we released our financial results for the third quarter ended September 27, 2008. You can access a copy of our press release on our website www.entegris.com. Before we begin, I would like to remind listeners that our comments today will include some forward-looking statements. These statements involve a number of risks and uncertainties and our actual results may differ materially. These risks and uncertainties are outlined in detail in this morning’s press release and in our most recent 10-K report, as well as in other reports and filings with the SEC. In addition, we will be referring to certain non-GAAP financial measures. These should be considered in addition to and not in lieu of comparable GAAP financial results. Please refer to our earnings release which shows a reconciliation from GAAP to non-GAAP net income. On the call today are Gideon Argov, President and CEO; Bertrand Loy, Chief Operating Officer; and Greg Graves, Chief Financial Officer. Gideon will now begin the call.

Thank you, Steve. Good morning everyone. I’ll make some comments on our recent quarter and our strategy and actions to contend with the current market environment. Greg will then provide details on the financials and on the specific restructuring and asset impairment charges in his prepared remarks. We’re clearly living through turbulent times, both in the semiconductor industry and in the world economy. Although our third quarter sales were not immune from the rapid deceleration of semiconductor spending and production, our operating performance and cash flow, excluding restructuring and one-time results was relatively solid. This is a reflection of our largely recurring business model, the importance of our Contamination Control solutions to a broad range of customers and good cost controls. The slowdown in the semiconductor market was clearly evident across our spectrum of customers. We’re seeing the effect of the capital project and tool push outs on the part of fabs and while we only have moderate exposure to the memory makers, our IBM and foundry customers are reporting lower utilization rates. Filtration sales held fairly despite the lower sales wet etch and clean tools and track tools, which drive a portion of demand for filters. Consistent with previous downturns, filtration customers are stretching the lives of our filtration products and are postponing year end preventative change outs where possible. Although our Shipper products are more insulated from push outs of capital spending, lower fab utilization and the closures of some 200 millimeter fabs in Korea and the United States are reducing demand for some legacy wafer shippers. Now despite all of this, there is still a lot of activity and customer interest for our Fluid Handling Systems and Controllers and we continue to achieve some important spec wins. Even with industry expectations for lower shipments of stepper tools,…

Thank you Gideon, good morning everyone. In my comments today, I will be referring both to GAAP and non-GAAP results. I encourage you to refer to the reconciliation table contained in the Q3 press release issued earlier this morning. Given the difficult environment and the lower sales in our base business, we are satisfied with the operating performance, excluding some non-cash charges incurred in the quarter. Before I provide additional detail on our Q3 operations, I want to explain the accounting charges. First, we wrote down $375 million pretax of goodwill in accordance with FASB Statement 142. This was triggered by the substantial decline in our market capitalization. Second, there were purchases accounting adjustments in the quarter in accordance with FASB 141 totaling $5.7 million related to the acquisition of Poco. This adjustment, which impacted cost of goods sold, related to the fair-value markup of the acquired Poco inventory which was sold during the quarter. Third, in view of current market conditions and the continued migration of our manufacturing to Asia, we concluded that our ability to use certain foreign tax credits was uncertain. As such, we established a valuation allowance of $30.7 million against our deferred tax assets. Note, this is an accounting convention and does not affect our ability to ultimately use the credits when our profitability improves. We reported third quarter sales of $146 million and a net loss of $3.68 per diluted share on a GAAP basis. Excluding charges in one-time items, net income from continuing operations was $6.2 million or $0.06 per diluted share. We generated $11.7 million in cash from operations. Sales of unit driven products increased sequentially in dollar terms and were 65% of the total, reflecting the addition of almost $10 million of Poco consumable product sales. Capital driven sales were 35%…

(Operator Instructions) Your first question comes from Jim Covello - Goldman Sachs.

With all the changes with the acquisitions and with the restructuring activities, could you help us understand a little bit about what you think your new long term model looks like, both in terms of what your targets are for long term revenue growth and what your targets are for long term margin prospects? I understand it’s difficult to give guidance for the short term, which is completely understandable, but maybe if we can get some idea from a modeling perspective for your thoughts about the intermediate or longer term. Thank you.

This is Greg. We since the beginning of the year have take about $12 million out of our operating cost structure and $6 million to $8 million out of the gross margin line. As I mentioned in my formal remarks, this has reduced our breakeven about $10 million a quarter to $135 million including Poco. Going forward, clearly the moves that we’re making to migrate the production closer to our customers will have a favorable impact on our gross margin. If you look at the current savings on a stand alone basis of $6 million to $8 million, that represents approximately a point of gross margin with all other things being equal. Given that we’ve done so much this year and are really still moving through the process of making adjustments in some areas within the company, our intent is when we announce our fourth quarter to provide a comprehensive look at our long term model, but suffice it to say, we’re driving the breakeven down, doing the right things in terms of investing in new product development and so it feels good about where we’re going with the company.

Jim, Gideon here, just an additional point. So today we’re really talking about a reduction of cost, which will be about $8 million given what we’re doing in the Chaska campus, plus another $12 million from other cost reduction efforts; $20 million a year, $5 million a quarter, just to recap what Greg said. I just want to make it clear that these are aggressive, extensive actions that are meant to have a significant impact on the company’s competitive posture over not just the short run, but as you said, the medium and longer run. So we’re not sitting around sort of waiting for the economy to improve or get worse. These are obviously very significant actions.

Your next question comes from Steve Schwartz - First Analysis.

I guess the first question is just on CapEx and D&A for the year. It looks like because of the impairments and so forth, those numbers are changing, can you give me some guidance there?

Steve, we haven’t made any significant changes in our CapEx plan for the year. We’ve really through the year talked about a $25 million number as the total for the year. So that really hasn’t changed. We will have some additional CapEx going into next year as we facilitize some of the accepting facilities for the changes that we’re making with regard to the plant closing that we just announced this morning, but overall, the CapEx picture for us has not changed significantly.

Okay and as far as D&A, because when I look at quarter --?

Okay D&A, the assets that we wrote off as far as impairment were goodwill, which we don’t amortize. So the D&A picture should not change significantly going forward. We are at $5 million in amortization for the quarter and that’s what I would expect us to be as we run through most of next year. Some of the amortization related to our initial acquisition is declining, but at the same time, we’re adding additional amortization from the Poco acquisition. Depreciation is round about $6.5 million to $7 million per quarter over the past couple of years and we expect that to continue at a similar rate. My assessment is that at a breakeven operating income, we would generate when you take out stock based computer, which is a non-cash charge, amortization and depreciation, but at breakeven we would have an EBITDA run rate that would approach $75 million if you include the Poco acquisition.

If I look at the third quarter, your D&A was actually a draw on cash, which means if what you’re telling me Greg, you’re going to end up just, say, around $44 million at the end of the year, that means your D&A in the fourth quarter is going to be like $33 million. That’s a significantly larger number from what you would normally have.

Steve, I’m not following the question exactly, about the D&A be a draw on cash.

Right, well if you just look at your nine-month cash flow statement, D&A is about $11 million. Normally, you’re at about $32 million.

And D&A, the three-month cash flow, is about $11 million.

Moving on, how much of the Chaska closure of that manufacturing is going to end up in Malaysia.

Steve, this is Bertrand Loy. Just about three quarters of what is being produced in what we call building forward in Chaska, Minnesota are Microenvironment products, and I would say that all of the 300 millimeter products as well as Process and Storage products will go to Kulim, Malaysia. There could be a smaller portion of those products going into the existing Colorado Springs facility and that will likely be the Chip Trade products, but that’s a smaller portion of what will use in building for Chaska.

Okay and Greg on the $3.3 million in restructuring, if I back that out as a special, what tax rate should I use on that?

Our tax rate on an ongoing basis is going to be 30% moving downward as more moves to Malaysia. I think you have to think about our long-term rate in that range. Today the calculated incremental rate, because we’re so close to breakeven, that’s a very difficult proposition. If you backed it out today looking at our year-to-date numbers of 16%, our year-to-date tax rate on a non-GAAP basis is 16%, if you backed it out today, I would think in terms of the 16%, but longer term as we get this sort of to a kind of mid-cycle profitability, think of a 30% tax rate with a downward trend.

This is Steve Cantor. We have some other people in the queue to ask questions. Can we come back to you if you have some more?

Yes, certainly Steve. Thanks for taking the questions.

Your next question comes from Brett Hodess - Merrill Lynch.

I know you’re not giving guidance here for the short term, but I just wanted to ask, if you look at some of the other component companies and the OEMs as they look into the next quarter, a lot of them are talking about drops in the mid teen percent range and a lot of the materials companies, some of the wafer makers and other chemical companies, similarly are talking about declines in the mid-teen percent range on a revenue basis sequentially. Given the recurring nature of your business that you’ve talked about and the addition of Poco and the part of your business outside of the semiconductors; do you think that that range is in the cards or is that too steep or can you give us some feel for that relative to what the peers in the industry are saying?

I would say we would view that scenario as unlikely given business trends for the quarter and the nature of the recurring business model that we have. So even though we’re not giving specific guidance that would be my answer to your question and that is what makes us ahead of conviction about remaining profitable on a cash operating basis as we move forward into the third quarter as well.

And then a quick follow-up; if you look at the mix of business outside of your semiconductor business, which is about 26% now, when Poco’s factored in for the full quarter, it looks like that’ll probably take you up maybe closer to 20%; is that roughly right?

Yes, you’ve got it.

And just a quick follow-up to that; is Poco beneficial to the gross margins then at that point or is it in line with the corporate average or how do we think about that?

Poco’s gross margins Brett, are in line with the corporate average based on where we’re running today.

Your next question comes from Christopher Blansett – JP Morgan.

Two things here; earlier Gideon, you kind of mentioned that you were accelerating the manufacturing transition to Malaysia. Is this contained in the move from the Chaska building floor to Malaysia or is there other areas that are moving faster?

No, we have had a plan that’s been a long term plan for moving product lines to Malaysia, and we’ve moved a number of them. We’ve moved certain Process Carrier product lines over there. We’ve moved Redicle Smith product lines over there and we’ve moved some certain Filtration products and that has been something that we’ve been pretty clear and consistent about. Now, when we have conditions, as we do in the markets today, they naturally lend themselves. If there is a best time to make significant moves of this type, it is obviously when the markets are relatively low and when the disruption on many levels is lower than it would be if the markets were stronger, taking customer disruptions. So we’re taking advantage of the timing and of the situation in the end markets to make a move that sort of continues our strategy of moving product closer to our customers. Bertrand you’d like to add something to that as well?

Yes thank you, Gideon. Well I wanted to echo what you said Gideon, around the fact that we have a long term strategy to optimize and align manufacturing and to move that closer to our customer base and as you know, we’ve been sharing that with you in prior calls. We’ve described our decisions to move smaller manufacturing sites, we closed the European site in Bad Rappenau; we closed some California based facility earlier this year as well as a few service centers in the U.S. and Singapore. So, all of those transfers have been consistent with the long-term strategy to produce more outside of the U.S. So just to translate that into numbers, today our current operating levels, which still have about 74% of our manufacturing output that is coming from the U.S., as we complete the closure of B4 and as we complete the closure of San Diego manufacturing operations, which was announced earlier this year, we will be lowering that number to about 60% of the output being manufactured in the U.S. Our long-term goal is to have no more than 50% manufactured in the U.S.

The other question here is we’ve seen a rolling over of global commodity prices and I wasn’t sure if you’re seeing any impact on this, on your cost of goods sold and if you could maybe provide some color around that.

Yes Chris, the impact as we talked about in prior calls; our polymers are largely engineered polymers and so there tends to be a lag in the pricing. So for us, we really for the first time just in the third quarter saw the impact of higher resin prices. We talked about the margin performance in the quarter being favorably impacted by mix, favorably impacted by just the generally good operating performance, lowered scrap levels. It was negatively impacted by the 50 to 75 basis points on materials cost that we outlined actually in the call in Q2. So today, I guess Q3 we saw the highest materials costs we’ve seen all year. I would expect that we would continue to see a similar level in Q4. If petroleum prices stay where they are though, given the lag, I would expect that our prices should go back down to the levels we saw in Q1 and Q2 in the first part of next year.

And then one quick one; since the Poco business is similar margin structure as the Entegris business is it fair to say that their OpEx as a percentage of revenue for Poco is similar to Entegris’?

The OpEx today is lower because they’re generating a higher operating margin than we are today.

Your final question comes from Timothy Arcuri - Citi.

If you could give some idea of what you expect your new products plus the Poco revenues to be in 2009? I know you’ve given some earlier; you’ve spoken about maybe potentially $20 million from new products in ‘09.

If the question is about Poco revenues, we have said that Poco on a trailing basis has been about a $5 million business and I would just say that since 60% of their market is non-semi, they’re not going to be impacted obviously in the same way as a semiconductor materials company and none of their business, zero of their business is equipment; it’s all consumable products. So given all of that, we are expecting them to be a solid contributor next year; let’s put it that way. We’re not going to give a separate forecast for Poco, though.

Okay, what about from your organic new products that you have come out with?

Well, anytime you have a downturn of biblical proportions like we’re experiencing, that impacts your legacy products, it also impacts your new products and so I’d like to highlight one product in particular as being one where we feel pretty good about our traction and that is the FOSB 300 millimeter shippers, where I think we expect to make our projections for this business for the year. We’re seeing pretty positive dynamics in terms of orders and interest from device manufacturers and that is the market that we’re coming from a position of having virtually no market share in 2007 to something just under $10 million this year. Again, we expect to make our forecast for that business; however, there’s no question that new products are impacted just like legacy products. I would say this. As we all know, this part of the cycle is the best time to be working with engineers to get on new platforms and to plant the seeds for market share expansion as the upturn will occur and we’re working hard to do that.

So would you say the $20 million I think that you have stated earlier for ‘09, that maybe is a little aggressive now?

Can you speak closer to the microphone?

Yes, the $20 million for ‘09 that you had earlier stated is now a little bit maybe aggressive, would you think?

The $20 million in the new product, is that your question?

Yes, yes.

Yes, I think that given the industry trend, I think it’s fair to say that $20 million may be looking a little aggressive, but as Gideon said, if you look new product by new product, the story is fairly different. So I think that in the aggregate, I would say that we will be between $15 million and $20 million of new products for the year.

(Operator Instructions) And with no further questions left in the queue, I’d like to turn the conference back over to Mr. Argov for any additional or closing remarks.

Thank you for joining our call. We look forward to updating you as we move forward. Have a good day.

This does conclude today’s presentation. We thank everyone for their participation. You may disconnect your lines at any time and have a wonderful day.