³Ô¹Ï51±¬ÁÏÍø Holdings, Inc. Reports Third Quarter 2019 Results
Third Quarter Results
- Earnings per share
$1.36 versus$1.23 in 2018 - Adjusted earnings per share
$1.56 versus$1.71 in 2018 - Beverage can capacity projects on schedule
Net sales in the third quarter were
Income from operations was
Commenting on the quarter,
"To meet the surge in volume requirements in our North American beverage can business, we have begun the construction of a third high-speed line at our
Interest expense was
Net income attributable to
A reconciliation from net income and diluted earnings per share to adjusted net income and adjusted diluted earnings per share is provided below.
Nine Month Results
Net sales for the first nine months of 2019 increased to
Income from operations was
Interest expense was
Net income attributable to
Outlook
The Company currently expects fourth quarter and full year 2019 adjusted diluted earnings to be in the ranges of
The adjusted effective income tax rate for the full year of 2019 is expected to be between 25% and 26%.
Adjusted free cash flow, as defined below, is currently expected to be approximately
Non-GAAP Measures
Segment income, adjusted free cash flow, net leverage ratio, adjusted net income, the adjusted effective tax rate, adjusted diluted earnings per share and adjusted EBITDA are not defined terms under U.S. generally accepted accounting principles (non-GAAP measures). Non-GAAP measures should not be considered in isolation or as a substitute for income from operations, net income, diluted earnings per share, effective tax rates, cash flow or leverage ratio data prepared in accordance with U.S. GAAP and may not be comparable to calculations of similarly titled measures by other companies.
The Company views segment income as the principal measure of the performance of its operations and adjusted free cash flow and net leverage ratio as the principal measure of its liquidity. The Company considers all of these measures in the allocation of resources. Adjusted free cash flow has certain limitations, however, including that it does not represent the residual cash flow available for discretionary expenditures since other non-discretionary expenditures, such as mandatory debt service requirements, are not deducted from the measure. The amount of mandatory versus discretionary expenditures can vary significantly between periods. The Company believes that adjusted net income, the adjusted effective tax rate and adjusted diluted earnings per share are useful in evaluating the Company's operations as these measures are adjusted for items that affect comparability between periods. Reconciliations of estimated adjusted diluted earnings per share for the fourth quarter and full year of 2019 to estimated diluted earnings per share on a GAAP basis are not provided in this release due to the unavailability of estimates of the following, the timing and magnitude of which the Company is unable to reliably forecast without unreasonable efforts, which are excluded from estimated adjusted diluted earnings per share and could have a significant impact on earnings per share on a GAAP basis: gains or losses on the sale of businesses or other assets, restructuring and other costs, asset impairment charges, acquisition related costs including fair value adjustments to inventory, asbestos-related charges, losses from early extinguishment of debt, pension settlement and curtailment charges, the tax and noncontrolling interest impact of the items above, and the impact of tax law changes or other tax matters. The Company believes that adjusted free cash flow and net leverage ratio provide meaningful measures of liquidity and a useful basis for assessing the Company's ability to fund its activities, including the financing of acquisitions, debt repayments, share repurchases or possible future dividends. Segment income, adjusted free cash flow, net leverage ratio, the adjusted effective tax rate, adjusted net income, adjusted diluted earnings per share and adjusted EBITDA are derived from the Company's Consolidated Statements of Operations and Cash Flows and Consolidated Balance Sheets, as applicable, and reconciliations to segment income, adjusted free cash flow, net leverage ratio, the adjusted effective tax rate, adjusted net income, adjusted diluted earnings per share and adjusted EBITDA can be found within this release.
Conference Call
The Company will hold a conference call tomorrow,
Cautionary Note Regarding Forward-Looking Statements
Except for historical information, all other information in this press release consists of forward-looking statements. These forward-looking statements involve a number of risks, uncertainties and other factors, including the future impact of currency translation; the continuation of performance and market trends in 2019, including consumer preference for beverage cans and increasing global beverage can demand and demand in
For more information, contact:
Unaudited Consolidated Statements of Operations, Balance Sheets, Statements of Cash Flows, Segment Information and Supplemental Data follow.
Consolidated Statements of Operations (Unaudited) (in millions, except share and per share data) |
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Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||
2019 |
2018 |
2019 |
2018 |
|||||
Net sales |
$3,084 |
$3,174 |
$8,874 |
$8,417 |
||||
Cost of products sold |
2,455 |
2,530 |
7,082 |
6,804 |
||||
Depreciation and amortization |
121 |
127 |
366 |
305 |
||||
Selling and administrative expense |
156 |
153 |
470 |
402 |
||||
Restructuring and other |
(1) |
(41) |
28 |
|||||
Income from operations (1) |
352 |
365 |
997 |
878 |
||||
Pension settlements and curtailments |
6 |
23 |
||||||
Other pension and postretirement |
(5) |
(13) |
(11) |
(47) |
||||
Foreign exchange |
4 |
(14) |
6 |
14 |
||||
Earnings before interest and taxes |
347 |
392 |
979 |
911 |
||||
Interest expense |
95 |
105 |
290 |
282 |
||||
Interest income |
(5) |
(6) |
(12) |
(17) |
||||
Loss from early extinguishment of debt |
6 |
|||||||
Income before income taxes |
257 |
293 |
695 |
646 |
||||
Provision for income taxes |
54 |
102 |
190 |
196 |
||||
Equity earnings |
1 |
2 |
4 |
3 |
||||
Net income |
204 |
193 |
509 |
453 |
||||
Net income attributable to noncontrolling interests |
(21) |
(29) |
(86) |
(67) |
||||
Net income attributable to ³Ô¹Ï51±¬ÁÏÍø Holdings |
$183 |
$164 |
$423 |
$386 |
||||
Earnings per share attributable to ³Ô¹Ï51±¬ÁÏÍø Holdings common shareholders: |
||||||||
Basic |
$1.37 |
$1.23 |
$3.16 |
$2.89 |
||||
Diluted |
$1.36 |
$1.23 |
$3.14 |
$2.88 |
||||
Weighted average common shares outstanding: |
||||||||
Basic |
133,906,820 |
133,729,731 |
133,854,275 |
133,608,065 |
||||
Diluted |
134,981,636 |
133,849,368 |
134,768,003 |
133,816,005 |
||||
Actual common shares outstanding |
135,526,922 |
135,190,167 |
135,526,922 |
135,190,167 |
||||
(1) A reconciliation from income from operations to segment income follows. |
Consolidated Supplemental Financial Data (Unaudited) (in millions) |
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|
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The Company views segment income, as defined below, as a principal measure of performance of its operations and for the allocation of resources. Segment income is defined by the Company as income from operations adjusted to exclude intangibles amortization charges, provisions for asbestos and restructuring and other, and the impact of fair value adjustments to inventory acquired in an acquisition. |
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Three Months Ended September 30, |
Nine Months Ended September 30, |
||||||||||||
2019 |
2018 |
2019 |
2018 |
||||||||||
Income from operations |
$ |
352 |
$ |
365 |
$ |
997 |
$ |
878 |
|||||
Intangibles amortization |
43 |
51 |
140 |
103 |
|||||||||
Fair value adjustment to inventory (1) |
40 |
||||||||||||
Provision for restructuring and other |
(1) |
(41) |
28 |
||||||||||
Segment income |
$ |
395 |
$ |
415 |
$ |
1,096 |
$ |
1,049 |
|||||
(1) Included in cost of products sold |
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Segment Information |
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Net Sales |
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||
2019 |
2018 |
2019 |
2018 |
||||||||||
Americas Beverage |
$ |
835 |
$ |
872 |
$ |
2,513 |
$ |
2,478 |
|||||
European Beverage |
416 |
418 |
1,165 |
1,194 |
|||||||||
European Food |
581 |
623 |
1,487 |
1,565 |
|||||||||
Asia Pacific |
319 |
321 |
959 |
990 |
|||||||||
Transit Packaging |
564 |
585 |
1,725 |
1,205 |
|||||||||
Total reportable segments |
2,715 |
2,819 |
7,849 |
7,432 |
|||||||||
Non-reportable segments (2) |
369 |
355 |
1,025 |
985 |
|||||||||
Total net sales |
$ |
3,084 |
$ |
3,174 |
$ |
8,874 |
$ |
8,417 |
|||||
Segment Income |
|||||||||||||
Americas Beverage |
$ |
134 |
$ |
125 |
$ |
386 |
$ |
336 |
|||||
European Beverage |
64 |
66 |
163 |
180 |
|||||||||
European Food |
79 |
90 |
189 |
231 |
|||||||||
Asia Pacific |
47 |
46 |
143 |
137 |
|||||||||
Transit Packaging |
74 |
81 |
227 |
175 |
|||||||||
Total reportable segments |
398 |
408 |
1,108 |
1,059 |
|||||||||
Non-reportable segments (2) |
34 |
40 |
103 |
102 |
|||||||||
Corporate and other unallocated items |
(37) |
(33) |
(115) |
(112) |
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Total segment income |
$ |
395 |
$ |
415 |
$ |
1,096 |
$ |
1,049 |
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(2) Includes the Company's food can and closures businesses in North America, aerosol can businesses in North America and Europe, promotional packaging business in Europe, and tooling and equipment operations in the U.S. and United Kingdom. |
Consolidated Supplemental Data (Unaudited) (in millions, except per share data) |
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|
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The following table reconciles reported net income and diluted earnings per share attributable to the Company to adjusted net income and adjusted diluted earnings per share, as used elsewhere in this release. |
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Three Months Ended September 30, |
Nine Months Ended September 30, |
||||||||||||||||
2019 |
2018 |
2019 |
2018 |
||||||||||||||
Net income/diluted earnings per share attributable to ³Ô¹Ï51±¬ÁÏÍø Holdings, as reported |
$183 |
$1.36 |
$164 |
$1.23 |
$423 |
$3.14 |
$386 |
$2.88 |
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Intangibles amortization (1) |
43 |
0.32 |
51 |
0.38 |
140 |
1.04 |
103 |
0.77 |
|||||||||
Fair value adjustment to inventory (2) |
40 |
0.30 |
|||||||||||||||
Restructuring and other (3) |
(1) |
(0.01) |
(41) |
(0.30) |
28 |
0.21 |
|||||||||||
Pension settlements and curtailments (4) |
6 |
0.04 |
23 |
0.17 |
|||||||||||||
Acquisition costs (5) |
24 |
0.18 |
|||||||||||||||
Loss from early extinguishment of debt (6) |
6 |
0.04 |
|||||||||||||||
Income taxes (7) |
(22) |
(0.16) |
15 |
0.11 |
(20) |
(0.15) |
(18) |
(0.13) |
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Noncontrolling interests (8) |
17 |
0.13 |
(1) |
(0.01) |
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Adjusted net income/diluted earnings per |
$210 |
$1.56 |
$229 |
$1.71 |
$548 |
$4.07 |
$562 |
$4.20 |
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Effective tax rate as reported |
21.0% |
34.8% |
27.3% |
30.3% |
|||||||||||||
Adjusted effective tax rate (9) |
24.8% |
25.4% |
25.5% |
25.4% |
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Adjusted net income, adjusted diluted earnings per share and the adjusted effective tax rate are non-GAAP measures and are not meant to be considered in isolation or as a substitute for net income, diluted earnings per share and effective tax rates determined in accordance with U.S. generally accepted accounting principles. The Company believes these non-GAAP measures provide useful information to evaluate the performance of the Company's ongoing business. |
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(1) |
In the third quarter and first nine months of 2019, the Company recorded charges of $42 million ($31 million net of tax) and $136 million ($101 million net of tax) for intangibles arising from acquisitions. Also in the third quarter and first nine months of 2019, the Company recorded charges of $1 million ($0 million net of tax) and $4 million ($3 million net of tax) for accelerated depreciation related to the planned shutdown of a steel beverage can operation in Spain. In the third quarter and first nine months of 2018, the Company recorded charges of $51 million ($38 million net of tax) and $103 million ($76 million net of tax) for intangibles amortization. |
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(2) |
In the second quarter of 2018, the Company recorded a charge of $40 million ($29 million net of tax) in cost of products sold for fair value adjustment related to the sale of inventory acquired in its acquisition of Signode. |
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(3) |
In the first nine months of 2019, the Company recorded net restructuring and other gains of $41 million ($26 million net of tax). The nine months amount included gains of $50 million arising from favorable court rulings in lawsuits brought by the Company's Brazilian subsidiaries claiming they were overcharged by local tax authorities for indirect taxes paid in prior years, offset by other net charges of $9 million primarily related to restructuring actions. In the third quarter and first nine months of 2018, the Company recorded net restructuring and other gains of $1 million ($1 million net of tax) and charges of $28 million ($27 million net of tax) including $22 million of transaction costs for the nine months in connection with its acquisition of Signode. |
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(4) |
In the third quarter and first nine months of 2019, the Company recorded charges of $6 million ($5 million net of tax) and $37 million ($31 million net of tax) arising from pension plan settlements. In the first quarter of 2019, the Company recorded a curtailment gain of $14 million ($12 million net of tax) in connection with the closure of a defined benefit pension plan to future accrual for active members. |
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(5) |
In the first quarter of 2018, the Company recorded a charge of $15 million ($10 million net of tax) for net losses arising from its hedge of the U.S. dollar purchase price of its acquisition of Signode. Also in the first quarter, the Company incurred net charges of $9 million ($7 million net of tax) for pre-acquisition interest carrying costs on borrowings to finance the acquisition. |
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(6) |
In the first quarter of 2019, the Company recorded a charge of $6 million ($5 million net of tax) for the write off of deferred financing fees in connection with the repayment of a portion of its term loan. |
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(7) |
In the third quarter and first nine months of 2019, the Company recorded income tax benefits of $13 million and $26 million related to the items described above. Also in the third quarter of 2019, the Company recorded a tax benefit of $9 million arising from tax law changes in India. In the second quarter of 2019, the Company recorded a charge of $15 million to settle a tax contingency arising from a transaction that occurred prior to its acquisition of Signode. In the third quarter and first nine months of 2018, the Company recorded income tax benefits of $13 million and $46 million related to the items described above. Also in the third quarter of 2018, the Company recorded charges of $28 million related to taxes on the distribution of foreign earnings, including an adjustment for the impact of the "Tax Cut and Jobs Act." |
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(8) |
In the first nine months of 2019, the Company recorded noncontrolling interest expense of $17 million related to the items described above. In the first nine months of 2018, the Company recorded a noncontrolling interest benefit of $1 million related to the items described above. |
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(9) |
Income tax effects on adjusted net income were calculated using the applicable tax rates of the underlying jurisdictions. |
Consolidated Balance Sheets (Condensed & Unaudited) (in millions) |
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September 30, |
2019 (1) |
2018 |
||||||
Assets |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ |
339 |
$ |
298 |
||||
Receivables, net |
1,795 |
1,968 |
||||||
Inventories |
1,740 |
1,639 |
||||||
Prepaid expenses and other current assets |
208 |
193 |
||||||
Total current assets |
4,082 |
4,098 |
||||||
Goodwill and intangible assets, net |
6,367 |
6,753 |
||||||
Property, plant and equipment, net |
3,739 |
3,722 |
||||||
Other non-current assets |
1,149 |
762 |
||||||
Total |
$ |
15,337 |
$ |
15,335 |
||||
Liabilities and equity |
||||||||
Current liabilities |
||||||||
Short-term debt |
$ |
134 |
$ |
53 |
||||
Current maturities of long-term debt |
87 |
89 |
||||||
Accounts payable and accrued liabilities |
3,411 |
3,459 |
||||||
Total current liabilities |
3,632 |
3,601 |
||||||
Long-term debt, excluding current maturities |
8,042 |
8,928 |
||||||
Other non-current liabilities |
1,642 |
1,496 |
||||||
Noncontrolling interests |
402 |
369 |
||||||
³Ô¹Ï51±¬ÁÏÍø Holdings shareholders' equity |
1,619 |
941 |
||||||
Total equity |
2,021 |
1,310 |
||||||
Total |
$ |
15,337 |
$ |
15,335 |
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(1) On January 1, 2019, the Company adopted new lease accounting guidance resulting in increases in other |
Consolidated Statements of Cash Flows (Condensed & Unaudited) (in millions) |
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Nine months ended September 30, |
2019 |
2018 |
|||||||||
Cash flows from operating activities |
|||||||||||
Net income |
$ |
509 |
$ |
453 |
|||||||
Depreciation and amortization |
366 |
305 |
|||||||||
Restructuring and other |
(41) |
28 |
|||||||||
Pension expense |
52 |
8 |
|||||||||
Pension contributions |
(14) |
(14) |
|||||||||
Stock-based compensation |
23 |
17 |
|||||||||
Working capital changes and other |
(694) |
(1,029) |
|||||||||
Net cash provided by/(used for) operating activities (1) |
201 |
(232) |
|||||||||
Cash flows from investing activities |
|||||||||||
Capital expenditures |
(242) |
(305) |
|||||||||
Beneficial interest in transferred receivables |
490 |
||||||||||
Acquisition of business, net of cash acquired |
(11) |
(3,912) |
|||||||||
Proceeds from sale of assets |
17 |
27 |
|||||||||
Other |
20 |
(19) |
|||||||||
Net cash used for investing activities |
(216) |
(3,719) |
|||||||||
Cash flows from financing activities |
|||||||||||
Net change in debt |
(192) |
3,999 |
|||||||||
Dividends paid to noncontrolling interests |
(36) |
(18) |
|||||||||
Common stock repurchased |
(2) |
(4) |
|||||||||
Debt issue costs |
(70) |
||||||||||
Other, net |
(15) |
(5) |
|||||||||
Net cash provided by/(used for) financing activities |
(245) |
3,902 |
|||||||||
Effect of exchange rate changes on cash and cash equivalents |
(1) |
(32) |
|||||||||
Net change in cash and cash equivalents |
(261) |
(81) |
|||||||||
Cash and cash equivalents at January 1 |
659 |
435 |
|||||||||
Cash and cash equivalents at September 30 (2) |
$ |
398 |
$ |
354 |
|||||||
(1) Adjusted free cash flow is defined by the Company as net cash used for operating activities plus beneficial interest in transferred receivables less capital expenditures and certain other items. A reconciliation from net cash used for operating activities to adjusted free cash flow for the three and nine months ended September 30, 2019 and 2018 follows. |
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(2) Cash and cash equivalents includes $59 and $56 of restricted cash at September 30, 2019 and 2018. |
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Three Months Ended September 30, |
Nine Months Ended September 30, |
||||||||||
2019 |
2018 |
2019 |
2018 |
||||||||
Net cash from operating activities |
$428 |
$260 |
$201 |
$(232) |
|||||||
Beneficial interest in transferred receivables (3) |
155 |
490 |
|||||||||
Acquisition costs |
22 |
||||||||||
Adjusted cash from operating activities |
428 |
415 |
201 |
280 |
|||||||
Interest included in investing activities (4) |
15 |
21 |
|||||||||
Capital expenditures |
(88) |
(105) |
(242) |
(305) |
|||||||
Adjusted free cash flow |
$355 |
$310 |
$(20) |
$(25) |
|||||||
(3) Subsequent to amendments to the Company's receivables securitization program during the third quarter of 2018, certain activity that was previously reported as investing activity is now reported as operating activity. |
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(4) Interest benefit of cross currency swaps included in investing activities. |
Consolidated Supplemental Data (Unaudited) (in millions, except per share data) |
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|
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Three Months |
Nine Months |
|||||||||
Ended September 30, 2019 |
Ended September 30, 2019 |
|||||||||
Net Sales |
Segment |
Net Sales |
Segment |
|||||||
Americas Beverage |
$(7) |
$(1) |
$(25) |
$(3) |
||||||
European Beverage |
(15) |
(1) |
(53) |
(5) |
||||||
European Food |
(30) |
(5) |
(93) |
(12) |
||||||
Asia Pacific |
2 |
(5) |
(1) |
|||||||
Transit Packaging |
(9) |
(52) |
(6) |
|||||||
Corporate and Non-Reportable |
(5) |
(16) |
1 |
|||||||
$(64) |
$(7) |
$(244) |
$(26) |
|||||||
(1) The impact of foreign currency translation represents the difference between actual current year U.S. dollar |
Comparative Results for Transit Packaging |
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Revenue |
Segment Income |
Depreciation (2) |
|||||||||||||||
2019 |
2018 |
2017 |
2019 |
2018 |
2017 |
2019 |
2018 |
2017 |
|||||||||
Q1 |
$569 |
$588 |
$526 |
$73 |
$79 |
$76 |
$15 |
$13 |
$12 |
||||||||
Q2 |
592 |
620 |
575 |
80 |
94 |
80 |
14 |
14 |
13 |
||||||||
Q3 |
564 |
585 |
565 |
74 |
81 |
82 |
13 |
15 |
12 |
||||||||
Q4 |
595 |
566 |
80 |
82 |
14 |
13 |
|||||||||||
$2,388 |
$2,232 |
$334 |
$320 |
$56 |
$50 |
||||||||||||
(2) Amount of depreciation expense included in segment income. |
Reconciliation of Adjusted EBITDA |
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September YTD 2019 |
September |
Full Year |
Twelve Months |
|||||
Income from operations |
$997 |
$878 |
$1,096 |
$1,215 |
||||
Add: |
185 |
|||||||
Intangibles amortization |
140 |
103 |
148 |
|||||
Fair value adjustment to inventory |
40 |
40 |
||||||
Provision for restructuring and other |
(41) |
28 |
44 |
(25) |
||||
Segment income |
1,096 |
1,049 |
1,328 |
1,375 |
||||
Other pension and postretirement |
11 |
47 |
67 |
31 |
||||
Depreciation |
226 |
202 |
277 |
301 |
||||
Adjusted EBITDA |
$1,333 |
$1,298 |
$1,672 |
$1,707 |
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