Following are the Company's net sales by segment and Segment Operating Profit for the three and six months ended June 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       Six months ended
                                   June 30,                June 30,
                               2009        2008        2009        2008
Net Sales:
Europe                      $    793.9   $ 1,045.7   $ 1,406.8   $ 1,934.6
North America                    560.5       606.3     1,054.7     1,137.2
South America                    249.9       294.1       463.9       548.3
Asia Pacific                     192.7       242.3       374.8       492.3
Reportable segment totals      1,797.0     2,188.4     3,300.2     4,112.4
Other                             10.0        22.2        25.8        58.7
Net Sales                   $  1,807.0   $ 2,210.6   $ 3,326.0   $ 4,171.1

                                        Three months ended           Six months ended June
                                             June 30,                         30,
                                       2009           2008            2009            2008
Segment Operating Profit:
Europe                              $     120.4    $     195.8    $      164.6    $      343.4
North America                             103.1           68.1           165.8           123.5
South America                              57.0           85.5           117.0           159.1
Asia Pacific                               11.4           40.7            36.4            86.2
Reportable segment totals                 291.9          390.1           483.8           712.2

Items excluded from Segment
Operating Profit:
Retained corporate costs and
other                                     (23.3 )         (2.1 )         (35.2 )          (0.6 )
Restructuring and asset
impairments                                (5.2 )         (8.2 )         (55.6 )         (21.1 )
Interest income                             6.5           10.0            15.0            18.7
Interest expense                          (57.9 )        (69.2 )        (106.0 )        (133.5 )
Earnings from continuing
operations before income taxes            212.0          320.6           302.0           575.7
Provision for income taxes                (49.5 )        (75.9 )         (80.7 )        (140.8 )
Earnings from continuing
operations                                162.5          244.7           221.3           434.9
Gain on sale of discontinued
operations                                                 3.8                             7.9
Net earnings                              162.5          248.5           221.3           442.8
Net earnings attributable to
noncontrolling interests                  (13.2 )        (17.2 )         (26.9 )         (33.4 )
Net earnings attributable to the
Company                             $     149.3    $     231.3    $      194.4    $      409.4

Net earnings from continuing
operations attributable to the
Company                             $     149.3    $     227.5    $      194.4    $      401.5

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

Executive Overview - Quarters ended June 30, 2009 and 2008

Net sales were $403.6 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 $98.2 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 $95 million, as compared to the second quarter of 2008, primarily from production curtailments as well as inflationary cost increases. Partially offsetting these costs were higher selling prices, improved mix, and savings of approximately $38 million from permanent curtailment of plant capacity and realignment of selected operations.

Interest expense for the second quarter of 2009 was $57.9 million compared with $69.2 million for the second quarter 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 second quarter of 2009 decreased $16.5 million from the second 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 second quarter of 2009 was $6.5 million compared with $10.0 million for the second quarter of 2008.

Net earnings from continuing operations attributable to the Company for 2009 were $149.3 million, or $0.88 per share (diluted), compared with $227.5 million, or $1.33 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 $10.4 million, or $0.06 per share, and decreased net earnings in 2008 by $4.2 million, or $0.02 per share.

Cash payments for asbestos-related costs were $49.4 million for the three months ended June 30, 2009 compared with $63.4 million for the three months ended June 30, 2008.

Capital spending for property, plant and equipment was $77.5 million for 2009 compared with $83.6 million for 2008.

Executive Overview - Six Months ended June 30, 2009 and 2008

Net sales were $845.1 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 $228.4 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 $195 million, as compared to the first half of 2008, primarily from production curtailments as well as inflationary cost increases. 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 six months of 2009 was $106.0 million compared with $133.5 million for the first six 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 six months of 2009 decreased $32.7 million from the first six months of 2008. The decrease is principally due to lower variable interest rates under the Company's bank credit agreement, lower average debt balances, as well as favorable foreign currency exchange rates.

Interest income for the first six months of 2009 was $15.0 million compared with $18.7 million for the first six months of 2008.

Net earnings from continuing operations attributable to the Company for 2009 were $194.4 million, or $1.15 per share (diluted), compared with $401.5 million, or $2.35 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 $58.1 million, or $0.34 per share, and decreased net earnings in 2008 by $13.9 million, or $0.08 per share.

Cash payments for asbestos-related costs were $84.2 million for the six months ended June 30, 2009 compared with $103.6 million for the six months ended June 30, 2008.

Capital spending for property, plant and equipment was $124.1 million for 2009 compared with $129.0 million for 2008.

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

Net Sales

The Company's net sales in the second quarter of 2009 were $1,807.0 million compared with $2,210.6 million for the second quarter of 2008, a decrease of $403.6 million, or 18.3%. 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                                        $ 2,188.4
Decreased sales volume                       $ (271.0 )
Net effect of price and mix                      88.0
Effects of changing foreign currency rates     (208.4 )
Total effect on net sales                                  (391.4 )
Net sales - 2009                                        $ 1,797.0

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 second quarter of 2009 was $291.9 million compared to $390.1 million for the second quarter of 2008, a decrease of $98.2 million, or 25.1%.

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

Segment Operating Profit - 2008                          $ 390.1
Decreased sales volume                         $ (94.0 )
Net effect of price and mix                       88.0
Effects of changing foreign currency rates       (23.0 )
Manufacturing and delivery                       (64.0 )
Operating expenses                                 2.0
Other                                             (7.2 )
Total net effect on Segment Operating Profit               (98.2 )
Segment Operating Profit - 2009                          $ 291.9

Interest Expense

Interest expense for the second quarter of 2009 was $57.9 million compared with $69.2 million for the second quarter 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 second quarter of 2009 decreased $16.5 million from the second 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 second quarter of 2009 was $6.5 million compared with $10.0 million for the second quarter of 2008.

Net Earnings Attributable to Noncontrolling Interests

Net earnings attributable to noncontrolling interests in the second quarter of 2009 was $13.2 million compared with $17.2 million in the second quarter of 2008.

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

Net Sales

The Company's net sales in the first six months of 2009 were $3,326.0 million compared with $4,171.1 million for the first six months of 2008, a decrease of $845.1 million, or 20.3%. 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                                        $ 4,112.4
Decreased sales volume                       $ (567.0 )
Net effect of price and mix                     209.0
Effects of changing foreign currency rates     (454.2 )
Total effect on net sales                                  (812.2 )
Net sales - 2009                                        $ 3,300.2

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 six months of 2009 was $483.8 million compared to $712.2 million for the first six months of 2008, a decrease of $228.4 million, or 32.1%.

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

Segment Operating Profit - 2008                           $ 712.2
Decreased sales volume                         $ (188.0 )
Net effect of price and mix                       209.0
Effects of changing foreign currency rates        (52.0 )
Manufacturing and delivery                       (197.0 )
Operating expenses                                 (1.0 )
Other                                               0.6
Total net effect on Segment Operating Profit               (228.4 )
Segment Operating Profit - 2009                           $ 483.8

Interest Expense

Interest expense for the first six months of 2009 was $106.0 million compared with $133.5 million for the first six 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 six months of 2009 decreased $32.7 million from the first six months of 2008. The decrease is principally due to lower variable interest rates under the Company's bank credit agreement, lower average debt balances, as well as favorable foreign currency exchange rates.

Interest Income

Interest income for the first six months of 2009 was $15.0 million compared with $18.7 million for the first six months of 2008.

Net Earnings Attributable to Noncontrolling Interests

Net earnings attributable to noncontrolling interests in the first six months of 2009 was $26.9 million compared with $33.4 million in the first six months of 2008.

Provision for Income Taxes

The Company's effective tax rate for the six months ended June 30, 2009 was 26.7%, compared with 24.5% for the first six months of 2008. The Company expects that the full year effective tax rate will be comparable to the 24.0% effective tax rate for 2008 for continuing operations excluding the separately taxed items.

Items Excluded from Reportable Segment Totals

Retained Corporate Costs and Other

Retained corporate costs and other for the second quarter of 2009 was $23.3 million compared with $2.1 million for the second quarter of 2008, and $35.2 million for the first six months of 2009 compared with $0.6 million for the first six months of 2008. The increased expense in 2009 is mainly attributable to increased employee benefit costs. 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 second quarter of 2009, the Company recorded charges totaling $5.2 million (pretax and after tax), for restructuring and asset impairment. The total of all such charges for the six months ended June 30, 2009 was $55.6 million ($52.9 million after tax). 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 during the second quarter of 2008 totaled $8.2 million ($4.2 million after tax amount attributable to the Company). The total of all such charges for the six months ended June 30, 2008 was $21.1 million ($13.9 million after tax amount attributable to the Company). See Note 9 to the Condensed Consolidated Financial Statements for additional information.

During the first six months of 2008, the Company also recorded an additional $0.9 million (pretax and after tax), 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 June 30, 2009 was $3.64 billion, compared with $3.33 billion at December 31, 2008 and $3.79 billion at June 30, 2008.

On June 14, 2006, the Company's subsidiary borrowers entered into the Secured Credit Agreement (the "Agreement"). At June 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 June 30, 2009 the Company's subsidiary borrowers had unused credit of $799.4 million available under the Agreement.

The weighted average interest rate on borrowings outstanding under the Agreement at June 30, 2009 was 2.57%.

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 October 2009, respectively.

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

                                          June 30,     Dec. 31,     June 30,
                                            2009         2008         2008

Balance (included in short-term loans)   $    289.5   $    293.7   $    437.9

Weighted average interest rate                 2.18 %       5.31 %       5.72 %

For the six months ended June 30, 2009, cash provided by operating activities was $183.2 million compared with $272.2 million for the six months ended June 30, 2008. The decrease is mainly attributable to lower net earnings, increased payments for restructuring activities, and increased pension contributions partially 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 six months ended June 30, 2009 decreased $19.4 million to $84.2 million, compared with $103.6 million for the six months ended June 30, 2008.

Based on exchange rates at June 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 amounts in excess of minimum required amounts in order to improve the funded status of certain plans.

Capital spending for property, plant and equipment was $124.1 million compared with $129.0 million in the prior year. The Company capitalized $16.4 million and $10.7 million in 2009 and 2008, respectively, under capital lease obligations with the related financing recorded as long-term debt. Total capital spending for 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 June 30, 2009, the Company had $677.2 million in cash and cash equivalents. The increase over the December 31, 2008 balance of $379.5 million largely represents additional funds provided by the second quarter 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 liquidity requirements. Approximately 25% of the cash at June 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 the majority 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 could access the cash in Venezuela more quickly through a market-driven parallel exchange process which, at June 30, 2009, valued the bolivar about 70% lower than the official exchange rate. While the Company will continue to pursue currency exchange at the official rate to pay for its imports and to remit earnings, it will also continue to monitor conditions in Venezuela and may elect to obtain dollars through the parallel market in the future.

The Company anticipates that cash flows from its operations and from utilization of credit available under the Agreement will be sufficient to fund its operating and seasonal working capital needs, debt service and other obligations on a short-term (twelve-months) and long-term basis. Based on the Company's expectations regarding future payments for lawsuits and claims and also based on the Company's expected operating cash flow, the Company believes that the payment of any deferred amounts of previously settled or otherwise determined lawsuits and claims, and the resolution of presently pending and anticipated future lawsuits and claims associated with asbestos, will not have a material adverse effect upon the Company's liquidity on a short-term or long-term basis.

Critical Accounting Estimates

The Company's analysis and discussion of its financial condition and results of operations are based upon its consolidated financial statements that have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. The Company evaluates these estimates and assumptions on an ongoing basis. Estimates and assumptions are based on historical and other factors believed to be reasonable under the circumstances at the time the financial statements are issued. The results of these estimates may form the basis of the carrying value of certain assets and . . .