Following are the Company's net sales by segment and Segment Operating Profit for the three and nine months ended September 30, 2009 and 2008. The Company's measure of profit for its reportable segments is Segment Operating Profit, which consists of consolidated earnings from continuing operations before interest income, interest expense, and provision for income taxes and excludes amounts related to certain items that management considers not representative of ongoing operations as well as certain retained corporate costs. The segment data presented below is prepared in accordance with general accounting principles for segment reporting. The line titled 'reportable segment totals', however, is a non-GAAP measure when presented outside of the financial statement footnotes. Management has included 'reportable segment totals' below to facilitate the discussion and analysis of financial condition and results of operations. The Company's management uses Segment Operating Profit, in combination with selected cash flow information, to evaluate performance and to allocate resources.

                              Three months ended       Nine months ended
                                  Sept. 30,                Sept. 30,
                               2009        2008        2009        2008
Net Sales:
Europe                      $    785.9   $   869.7   $ 2,192.7   $ 2,804.3
North America                    538.5       580.6     1,593.2     1,717.8
South America                    290.5       299.1       754.4       847.4
Asia Pacific                     252.1       248.7       626.9       741.0

Reportable segment totals      1,867.0     1,998.1     5,167.2     6,110.5
Other                              7.6        10.5        33.4        69.2
Net Sales                   $  1,874.6   $ 2,008.6   $ 5,200.6   $ 6,179.7

                                        Three months ended            Nine months ended
                                            Sept. 30,                     Sept. 30,
                                       2009           2008           2009           2008
Segment Operating Profit:
Europe                              $     128.4    $     114.8    $     293.0    $    458.2
North America                              82.9           41.7          248.7         165.2
South America                              63.6           92.4          180.6         251.5
Asia Pacific                               41.7           38.7           78.1         124.9
Reportable segment totals                 316.6          287.6          800.4         999.8

Items excluded from Segment
Operating Profit:
Retained corporate costs and
other                                     (13.8 )         (2.3 )        (49.0 )        (2.9 )
Restructuring and asset
impairments                               (57.5 )        (90.6 )       (113.1 )      (111.7 )
Interest income                             6.1           10.4           21.1          29.1
Interest expense                          (58.6 )        (66.3 )       (164.6 )      (199.8 )
Earnings from continuing
operations before income taxes            192.8          138.8          494.8         714.5
Provision for income taxes                (63.8 )        (42.2 )       (144.5 )      (183.0 )
Earnings from continuing
operations                                129.0           96.6          350.3         531.5
Gain on sale of discontinued
operations                                                                              7.9
Net earnings                              129.0           96.6          350.3         539.4
Net earnings attributable to
noncontrolling interests                   (2.3 )        (18.0 )        (29.2 )       (51.4 )
Net earnings attributable to the
Company                             $     126.7    $      78.6    $     321.1    $    488.0

Net earnings from continuing
operations attributable to the
Company                             $     126.7    $      78.6    $     321.1    $    480.1

Note: All amounts excluded from reportable segment totals are discussed in the following applicable sections.

Executive Overview - Quarters ended September 30, 2009 and 2008

Net sales were $134.0 million lower than the prior year principally resulting from decreased shipments and the unfavorable effect of foreign currency exchange rates, partially offset by higher selling prices and improved mix.

Segment Operating Profit for reportable segments was $29.0 million higher than the prior year. The increase was mainly attributable to higher selling prices, improved mix, reduced warehouse, delivery and production costs, and lower energy costs. The Company also recognized savings of approximately $34 million from permanent curtailment of plant capacity and realignment of selected operations. Partially offsetting these benefits were lower sales volume and higher unabsorbed fixed costs of approximately $61 million, primarily due to temporary production curtailments. The Company also recognized $14.7 million of foreign currency exchange losses in the third quarter of 2009 related to cash remittances out of Venezuela as part of the Company's cash management strategy.

Interest expense for the third quarter of 2009 was $58.6 million compared with $66.3 million for the third quarter of 2008. The decrease is principally due to lower variable interest rates under the Company's bank credit agreement as well as favorable foreign currency exchange rates.

Interest income for the third quarter of 2009 was $6.1 million compared with $10.4 million for the third quarter of 2008.

Net earnings from continuing operations attributable to the Company for 2009 were $126.7 million, or $0.74 per share (diluted), compared with $78.6 million, or $0.46 per share (diluted), for 2008. Earnings in both periods included items that management considered not representative of ongoing operations. These items decreased net earnings in 2009 by $36.0 million, or $0.21 per share, and decreased net earnings in 2008 by $75.1 million, or $0.44 per share.

Cash payments for asbestos-related costs were $38.2 million for the three months ended September 30, 2009 compared with $36.7 million for the three months ended September 30, 2008.

Capital spending for property, plant and equipment was $69.6 million for 2009 compared with $109.5 million for 2008.

Executive Overview -Nine Months ended September 30, 2009 and 2008

Net sales were $979.1 million lower than the prior year principally resulting from decreased shipments and the unfavorable effect of foreign currency exchange rates, partially offset by higher selling prices and improved mix.

Segment Operating Profit for reportable segments was $199.4 million lower than the prior year. The decrease was mainly attributable to lower sales volume and increased manufacturing and delivery costs resulting from higher unabsorbed fixed costs of approximately $256 million, as compared to the first nine months of 2008, primarily from production curtailments as well as inflationary cost increases. The Company also recognized $14.7 million of foreign currency exchange losses in 2009 related to cash remittances out of Venezuela as part of the Company's cash management strategy. Partially offsetting these costs were higher selling prices and savings from permanent curtailment of plant capacity and realignment of selected operations.

Interest expense for the first nine months of 2009 was $164.6 million compared with $199.8 million for the first nine months of 2008. The 2009 amount includes $5.2 million of additional interest charges for note repurchase premiums and the related write-off of unamortized finance fees, net of a gain from the termination of the interest rate swap agreement following the May tender for the 7.50% Senior Debentures due May 2010. Excluding these amounts, interest expense for the first nine months of 2009 decreased $40.4 million from the first nine months of 2008. The decrease is principally due to lower variable interest rates under the Company's bank credit agreement as well as favorable foreign currency exchange rates.

Interest income for the first nine months of 2009 was $21.1 million compared with $29.1 million for the first nine months of 2008.

Net earnings from continuing operations attributable to the Company for 2009 were $321.1 million, or $1.89 per share (diluted), compared with $480.1 million, or $2.81 per share (diluted), for 2008. Earnings in both periods included items that management considered not representative of ongoing operations. These items decreased net earnings in 2009 by $94.1 million, or $0.55 per share, and decreased net earnings in 2008 by $89.0 million, or $0.53 per share.

Cash payments for asbestos-related costs were $122.4 million for the nine months ended September 30, 2009 compared with $140.3 million for the nine months ended September 30, 2008.

Capital spending for property, plant and equipment was $193.7 million for 2009 compared with $238.5 million for 2008.

Results of Operations -Third Quarter of 2009 compared with Third Quarter of 2008

Net Sales

The Company's net sales in the third quarter of 2009 were $1,874.6 million compared with $2,008.6 million for the third quarter of 2008, a decrease of $134.0 million, or 6.7%. For further information, see Segment Information included in Note 7 to the Condensed Consolidated Financial Statements.

The change in net sales of reportable segments can be summarized as follows (dollars in millions):

Net sales - 2008                                        $ 1,998.1
Decreased sales volume                       $ (150.0 )
Net effect of price and mix                      91.0
Effects of changing foreign currency rates      (72.1 )

Total effect on net sales                                  (131.1 )
Net sales - 2009                                        $ 1,867.0

Segment Operating Profit

Operating Profit of the reportable segments includes an allocation of some corporate expenses based on both a percentage of sales and direct billings based on the costs of specific services provided. Unallocated corporate expenses and certain other expenses not directly related to the reportable segments' operations are included in Retained Corporate Costs and Other. For further information, see Segment Information included in Note 7 to the Condensed Consolidated Financial Statements.

Segment Operating Profit of reportable segments in the third quarter of 2009 was $316.6 million compared to $287.6 million for the third quarter of 2008, an increase of $29.0 million, or 10.1%.

The change in Segment Operating Profit of reportable segments can be summarized as follows (dollars in millions):

Segment Operating Profit - 2008                          $ 287.6
Decreased sales volume                         $ (57.0 )
Net effect of price and mix                       91.0
Effects of changing foreign currency rates       (10.0 )
Manufacturing and delivery                        24.0
Operating expenses                                (4.0 )
Other                                            (15.0 )

Total net effect on Segment Operating Profit                29.0
Segment Operating Profit - 2009                          $ 316.6

Interest Expense

Interest expense for the third quarter of 2009 was $58.6 million compared with $66.3 million for the third quarter of 2008. The decrease is principally due to lower variable interest rates under the Company's bank credit agreement as well as favorable foreign currency exchange rates.

Interest Income

Interest income for the third quarter of 2009 was $6.1 million compared with $10.4 million for the third quarter of 2008. The decrease is principally due to lower interest rates on investments, which more than offset the additional interest earned on the Company's higher cash balance.

Net Earnings Attributable to Noncontrolling Interests

Net earnings attributable to noncontrolling interests in the third quarter of 2009 were $2.3 million compared with $18.0 million in the third quarter of 2008. Net earnings attributable to noncontrolling interests were reduced by $8.0 million in the third quarter of 2009 and increased by $1.6 million in the third quarter of 2008 related to restructuring and asset impairment charges recorded in each period. Excluding these amounts, net earnings attributable to noncontrolling interests in the third quarter of 2009 decreased $6.1 million compared with the third quarter of 2008. The decrease is primarily a result of lower segment operating profit in the Company's South American segment in 2009.

Results of Operations -First nine months of 2009 compared with first nine months of 2008

Net Sales

The Company's net sales in the first nine months of 2009 were $5,200.6 million compared with $6,179.7 million for the first nine months of 2008, a decrease of $979.1 million, or 15.8%. For further information, see Segment Information included in Note 7 to the Condensed Consolidated Financial Statements.

The change in net sales of reportable segments can be summarized as follows (dollars in millions):

Net sales - 2008                                        $ 6,110.5
Decreased sales volume                       $ (717.0 )
Net effect of price and mix                     300.0
Effects of changing foreign currency rates     (526.3 )

Total effect on net sales                                  (943.3 )
Net sales - 2009                                        $ 5,167.2

Segment Operating Profit

Operating Profit of the reportable segments includes an allocation of some corporate expenses based on both a percentage of sales and direct billings based on the costs of specific services provided. Unallocated corporate expenses and certain other expenses not directly related to the reportable segments' operations are included in Retained Corporate Costs and Other. For

further information, see Segment Information included in Note 7 to the Condensed Consolidated Financial Statements.

Segment Operating Profit of reportable segments in the first nine months of 2009 was $800.4 million compared to $999.8 million for the first nine months of 2008, a decrease of $199.4 million, or 19.9%.

The change in Segment Operating Profit of reportable segments can be summarized as follows (dollars in millions):

Segment Operating Profit - 2008                           $ 999.8
Decreased sales volume                         $ (245.0 )
Net effect of price and mix                       300.0
Effects of changing foreign currency rates        (62.0 )
Manufacturing and delivery                       (173.0 )
Operating expenses                                 (5.0 )
Other                                             (14.4 )

Total net effect on Segment Operating Profit               (199.4 )
Segment Operating Profit - 2009                           $ 800.4

Interest Expense

Interest expense for the first nine months of 2009 was $164.6 million compared with $199.8 million for the first nine months of 2008. The 2009 amount includes $5.2 million of additional interest charges for note repurchase premiums and the related write-off of unamortized finance fees, net of a gain from the termination of the interest rate swap agreement following the May tender for the 7.50% Senior Debentures due May 2010. Excluding these amounts, interest expense for the first nine months of 2009 decreased $40.4 million from the first nine months of 2008. The decrease is principally due to lower variable interest rates under the Company's bank credit agreement as well as favorable foreign currency exchange rates.

Interest Income

Interest income for the first nine months of 2009 was $21.1 million compared with $29.1 million for the first nine months of 2008. The decrease is principally due to lower interest rates on investments, which more than offset the additional interest earned on the Company's higher cash balance.

Net Earnings Attributable to Noncontrolling Interests

Net earnings attributable to noncontrolling interests in the first nine months of 2009 was $29.2 million compared with $51.4 million in the first nine months of 2008. Net earnings attributable to noncontrolling interests was reduced by $8.0 million in the first nine months of 2009 related to restructuring and asset impairment charges recorded in each period. Excluding these amounts, net earnings attributable to noncontrolling interests in 2009 decreased $14.2 million compared with 2008. The decrease is primarily a result of lower segment operating profit in the Company's South American segment in 2009.

Provision for Income Taxes

The Company's effective tax rate for the nine months ended September 30, 2009 was 29.2%, compared with 25.6% for the first nine months of 2008. The provision for 2009 includes a net benefit of $16.1 million related to restructuring and impairment charges recorded by the Company. The provision for 2008 includes a net benefit of $22.7 million related to tax legislation, restructuring and other. Based on the current projection for the mix of earnings for 2009, the Company expects that the full year effective tax rate will be 26% - 27% for continuing operations, excluding restructuring charges and other separately taxed items, compared to 24.0% for 2008.

Items Excluded from Reportable Segment Totals

Retained Corporate Costs and Other

Retained corporate costs and other for the third quarter of 2009 was $13.8 million compared with $2.3 million for the third quarter of 2008, and $49.0 million for the first nine months of 2009 compared with $2.9 million for the first nine months of 2008. The increased expense in 2009 is mainly attributable to increased employee benefit costs, primarily pension expense. The increase is also due to lower royalty income and favorable items in 2008 that did not recur in 2009.

Restructuring and Asset Impairments

During the third quarter of 2009, the Company recorded charges totaling $57.5 million ($36.0 million after tax amount attributable to the Company), for restructuring, asset impairment and settlement of pension liabilities in Europe, North America and South America. The total of all such charges for the nine months ended September 30, 2009 was $113.1 million ($88.9 million after tax amount attributable to the Company). The charges reflect the additional decisions reached in the Company's ongoing strategic review of its global manufacturing footprint. See Note 9 to the Condensed Consolidated Financial Statements for additional information.

Charges for similar actions in Europe and North America during the third quarter of 2008 totaled $90.6 million ($79.7 million after tax amount attributable to the Company). The total of all such charges for the nine months ended September 30, 2008 was $110.8 million ($92.7 million after tax amount attributable to the Company). See Note 9 to the Condensed Consolidated Financial Statements for additional information.

During the first nine months of 2008, the Company also recorded an additional $0.9 million (pretax and after tax amount attributable to the Company), related to the impairment of the Company's equity investment in the South American Segment's 50%-owned Caribbean affiliate.

Discontinued Operations

The gain on sale of discontinued operations of $7.9 million reported in 2008 relates to an adjustment of the 2007 gain on the sale of the plastics packaging business mainly related to finalizing certain tax allocations and an adjustment to the selling price in accordance with procedures set forth in the final contract.

Capital Resources and Liquidity

The Company's total debt at September 30, 2009 was $3.72 billion, compared with $3.33 billion at December 31, 2008 and $3.46 billion at September 30, 2008.

On June 14, 2006, the Company's subsidiary borrowers entered into the Secured Credit Agreement (the "Agreement"). At September 30, 2009, the Agreement included a $900.0 million revolving credit facility, a 225.0 million Australian dollar term loan, and a 110.8 million Canadian dollar term loan, each of which has a final maturity date of June 15, 2012. It also included a $191.5 million term loan and a €191.5 million term loan, each of which has a final maturity date of June 14, 2013.

As a result of the bankruptcy of Lehman Brothers Holdings Inc. and several of its subsidiaries, the Company believes that the maximum amount available under the revolving credit facility was reduced by $32.3 million. After further deducting amounts attributable to letters of credit and overdraft facilities that are supported by the revolving credit facility, at September 30, 2009 the Company's subsidiary borrowers had unused credit of $761.2 million available under the Agreement.

The weighted average interest rate on borrowings outstanding under the Agreement at September 30, 2009 was 2.40%.

During May 2009, a subsidiary of the Company issued senior notes with a face value of $600.0 million issued at 96.72% of face value for an effective interest rate of 8.00%. The notes bear interest at 7.375% and are due May 15, 2016. The notes are guaranteed by substantially all of the Company's domestic subsidiaries. The net proceeds, after deducting commissions and expenses from the notes, approximated $568 million and were used to purchase in a tender offer $221.9 million of the $250 million principal amount of 7.50% Senior Debentures due May 2010 and to reduce borrowings under the revolving credit facility. The balance of the proceeds increased cash. As a part of the issuance of these notes and the related tender offer, the Company recorded in the second quarter of 2009 additional interest charges of $5.2 million for note repurchase premiums and the related write-off of unamortized finance fees, net of a gain from the termination of the interest rate swap agreement on the notes.

During October 2006, the Company entered into a €300 million European accounts receivable securitization program. The program extends through October 2011, subject to annual renewal of backup credit lines. In addition, the Company participates in a receivables financing program in the Asia Pacific region with a revolving funding commitment of 85 million Australian dollars and 25 million New Zealand dollars that expire January 2010 and November 2009, respectively.

Information related to the Company's accounts receivable securitization programs is as follows:

                                          Sept. 30,     Dec. 31,     Sept. 30,
                                            2009          2008         2008

Balance (included in short-term loans)   $     289.4   $    293.7   $     390.5

Weighted average interest rate                  1.70 %       5.31 %        6.00 %

For the nine months ended September 30, 2009, cash provided by operating activities was $579.4 million compared with $580.9 million for the nine months ended September 30, 2008. Lower net earnings, increased payments for restructuring activities, and increased pension contributions were offset by lower working capital balances, lower interest payments, and lower payments for asbestos-related costs. Cash flows from operating activities will continue to be affected by payments for restructuring activities.

Asbestos-related payments for the nine months ended September 30, 2009 decreased $17.9 million to $122.4 million, compared with $140.3 million for the nine months ended September 30, 2008.

Based on exchange rates at September 30, 2009, the Company expects to contribute approximately $75 million to $80 million to its non-U.S. defined benefit pension plans in 2009, compared with $61.2 million in 2008. The Company is not required to make cash contributions to the U.S. defined benefit pension plans during 2009. Contributions in 2010 are dependent on future asset returns and discount rates which the Company is unable to predict. However, based on a reasonably wide range of possible future asset returns and discount rates through the end of 2009, the Company believes that contributions to its non-U.S. plans will be moderately higher in 2010 and that it will not be required to make contributions to its U.S. plans in 2010. Depending on a number of factors, the Company may elect to contribute additional amounts in order to improve the funded status of certain plans.

Capital spending for property, plant and equipment during the nine months ended September 30, 2009 was $193.7 million compared with $238.5 million in the prior year. The Company capitalized $16.1 million and $14.5 million in 2009 and 2008, respectively, under capital lease obligations with the related financing recorded as long-term debt. Total capital spending for the full year 2008 was $361.7 million. Based on current exchange rates, total capital spending for 2009 is expected to be up to $440 million depending on market conditions.

As of September 30, 2009, the Company had $1,017.1 million in cash and cash equivalents. The increase over the December 31, 2008 balance of $379.5 million largely represents cash provided by operating activities of $579.4 million for the nine months ended September 30, 2009, partially offset by capital spending of $193.7 million, and additional funds provided by the 2009 financing activities described above. Most of the cash is held in mature, liquid markets where the Company has operations, such as North America, Europe and Australia and is readily available to fund global liquidity requirements. Approximately 19% of the cash at September 30, 2009, is held in Venezuela where government restrictions on transfers of cash out of the country limit the Company's ability to immediately access cash at the government's official exchange rate of 2.15 bolivars to the U.S. dollar. The Company has been able to obtain U.S. dollars at the official rate to pay for some of its key raw materials and other imports. However, in 2009, the Venezuelan government has significantly slowed the process of exchanging bolivars to U.S. dollars at the official rate. As a result, the Company's cash balance in Venezuela has grown as earnings accumulate. The Company has the ability to access the cash in Venezuela more quickly through a market-driven parallel exchange process which, at September 30, 2009, valued the bolivar about 60% lower than the official exchange rate. During the third quarter of 2009, the Company entered into a series of parallel market transactions in order to exchange Venezuelan bolivars into U.S. dollars, and recognized foreign currency exchange losses of $14.7 million ($9.9 million after tax amount attributable to the Company). The Company will continue to pursue currency exchange at the official rate to pay for its imports and to remit

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