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☑
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Ireland
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98-1448883
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.)
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The Priestley Centre
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10 Priestley Road,
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Surrey Research Park,
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Guildford,
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Surrey
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GU2 7XY
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United Kingdom
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(Address of principal executive offices) (Zip Code)
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+44
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14
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83 242200
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(Registrant's telephone number, including area code)
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Title of each class:
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Trading Symbol(s)
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Name of each exchange on which registered:
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Ordinary shares (€0.001 nominal value per share)
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LIN
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New York Stock Exchange
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Page
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Part I
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Item 1:
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Item 1A:
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Item 1B:
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Item 2:
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Item 3:
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Item 4:
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Part II
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Item 5:
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Item 6:
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Item 7:
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Item 7A:
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Item 8:
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Item 9:
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Item 9A:
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Item 9B:
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Part III
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Item 10:
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Item 11:
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Item 12:
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Item 13:
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Item 14:
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Part IV
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Item 15:
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Item 16:
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•
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managing a significantly larger combined group;
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•
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aligning and executing the strategy of the company;
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•
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integrating and unifying the offerings and services available to customers and coordinating distribution and marketing efforts in geographically separate organizations;
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•
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coordinating corporate and administrative infrastructures and aligning insurance coverage;
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•
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coordinating accounting, reporting, information technology, communications, administration and other systems;
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•
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addressing possible differences in corporate cultures and management philosophies;
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•
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the company being subject to Irish laws and regulations and legal action in Ireland;
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•
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coordinating the compliance program and uniform financial reporting, information technology and other standards, controls, procedures and policies;
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•
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the implementation, ultimate impact and outcome of post-completion reorganization transactions, which may be delayed;
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•
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unforeseen and unexpected liabilities related to the business combination or the combined businesses;
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•
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managing tax costs or inefficiencies associated with integrating operations;
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•
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identifying and eliminating redundant and underperforming functions and assets; and
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•
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effecting actions that may be required in connection with obtaining regulatory approvals.
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•
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the need to implement or remediate controls, procedures and policies appropriate for a larger public company at companies that prior to the acquisition lacked these controls, procedures and policies;
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•
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diversion of management time and focus from operating existing business to acquisition integration challenges;
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•
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cultural challenges associated with integrating employees from the acquired company into the existing organization;
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•
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the need to integrate each company’s accounting, management information, human resources and other administrative systems to permit effective management;
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•
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difficulty with the assimilation of acquired operations and products;
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•
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failure to achieve targeted synergies and cost reductions; and
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•
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inability to retain key employees and business relationships of acquired companies.
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•
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environmental protection, including climate change and energy efficiency laws and policies;
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•
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domestic and international tax laws and currency controls;
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•
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safety;
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•
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securities laws applicable in the United States, the European Union, Germany, Ireland, and other jurisdictions;
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•
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trade and import/export restrictions, as well as economic sanctions laws;
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•
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antitrust matters;
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•
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data protection;
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•
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global anti-bribery laws, including the U.S. Foreign Corrupt Practices Act; and
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•
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healthcare regulations.
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Period
|
Total
Number of
Shares
Purchased
(Thousands)
|
|
Average
Price Paid
Per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced
Program (1)
(Thousands)
|
|
Approximate Dollar
Value of Shares that
May Yet be Purchased
Under the Program (2)
(Millions)
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||||||
October 2019
|
716
|
|
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$
|
191.19
|
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|
716
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$
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4,322
|
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November 2019
|
1,039
|
|
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$
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205.74
|
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1,039
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$
|
4,108
|
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December 2019
|
1,896
|
|
|
$
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207.31
|
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1,896
|
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$
|
3,715
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Fourth Quarter 2019
|
3,651
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$
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203.70
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3,651
|
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$
|
3,715
|
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(1)
|
On January 22, 2019 the company’s board of directors approved the repurchase of $6.0 billion of its ordinary shares ("2019 program") which could take place from time to time on the open market (and could include the use of 10b5-1 trading plans), subject to market and business conditions. The 2019 program has a maximum repurchase amount of 15% of outstanding shares and a stated expiration date of February 1, 2021.
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(2)
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As of December 31, 2019, the company repurchased $2.3 billion of its ordinary shares pursuant to the 2019 program, leaving an additional $3.7 billion authorized.
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|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
LIN
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$100
|
$79
|
$90
|
$119
|
$120
|
$164
|
SPX
|
$100
|
$99
|
$109
|
$130
|
$122
|
$157
|
S5MATR
|
$100
|
$90
|
$102
|
$124
|
$104
|
$126
|
Year Ended December 31,
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2019(a)
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2018(a)
|
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2017(a)
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2016(a)
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2015(a)
|
||||||||||
From the Consolidated Statements of Income
|
|
|
|
|
|
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|
||||||||||
Sales
|
$
|
28,228
|
|
|
$
|
14,836
|
|
|
$
|
11,358
|
|
|
$
|
10,469
|
|
|
$
|
10,710
|
|
Cost of sales, exclusive of depreciation and amortization
|
16,644
|
|
|
9,020
|
|
|
6,382
|
|
|
5,790
|
|
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5,852
|
|
|||||
Selling, general and administrative
|
3,457
|
|
|
1,629
|
|
|
1,207
|
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|
1,145
|
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|
1,152
|
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|||||
Depreciation and amortization
|
4,675
|
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|
1,830
|
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|
1,184
|
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|
1,122
|
|
|
1,106
|
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|||||
Research and development
|
184
|
|
|
113
|
|
|
93
|
|
|
92
|
|
|
93
|
|
|||||
Cost reduction programs and other charges
|
567
|
|
|
309
|
|
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52
|
|
|
96
|
|
|
165
|
|
|||||
Net gain on sale of businesses
|
164
|
|
|
3,294
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other income (expenses) – net
|
68
|
|
|
18
|
|
|
4
|
|
|
23
|
|
|
28
|
|
|||||
Operating profit
|
2,933
|
|
|
5,247
|
|
|
2,444
|
|
|
2,247
|
|
|
2,370
|
|
|||||
Interest expense – net
|
38
|
|
|
202
|
|
|
161
|
|
|
190
|
|
|
161
|
|
|||||
Net pension and OPEB cost (benefit), excluding service cost
|
(32
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|
9
|
|
|
49
|
|
|||||
Income from continuing operations before income taxes and equity investments
|
2,927
|
|
|
5,049
|
|
|
2,287
|
|
|
2,048
|
|
|
2,160
|
|
|||||
Income taxes on continuing operations
|
769
|
|
|
817
|
|
|
1,026
|
|
|
551
|
|
|
612
|
|
|||||
Income from continuing operations before equity investments
|
2,158
|
|
|
4,232
|
|
|
1,261
|
|
|
1,497
|
|
|
1,548
|
|
|||||
Income from equity investments
|
114
|
|
|
56
|
|
|
47
|
|
|
41
|
|
|
43
|
|
|||||
Income from continuing operations (including noncontrolling interests)
|
2,272
|
|
|
4,288
|
|
|
1,308
|
|
|
1,538
|
|
|
1,591
|
|
|||||
Noncontrolling interests from continuing operations
|
(89
|
)
|
|
(15
|
)
|
|
(61
|
)
|
|
(38
|
)
|
|
(44
|
)
|
|||||
Income from continuing operations
|
$
|
2,183
|
|
|
$
|
4,273
|
|
|
$
|
1,247
|
|
|
$
|
1,500
|
|
|
$
|
1,547
|
|
Per Share Data – Linde plc Shareholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share from continuing operations
|
$
|
4.03
|
|
|
$
|
12.93
|
|
|
$
|
4.36
|
|
|
$
|
5.25
|
|
|
$
|
5.39
|
|
Diluted earnings per share from continuing operations
|
$
|
4.00
|
|
|
$
|
12.79
|
|
|
$
|
4.32
|
|
|
$
|
5.21
|
|
|
$
|
5.35
|
|
Cash dividends per share
|
$
|
3.50
|
|
|
$
|
3.30
|
|
|
$
|
3.15
|
|
|
$
|
3.00
|
|
|
$
|
2.86
|
|
Weighted Average Shares Outstanding (000’s) (b)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic shares outstanding
|
541,094
|
|
|
330,401
|
|
|
286,261
|
|
|
285,677
|
|
|
287,005
|
|
|||||
Diluted shares outstanding
|
545,170
|
|
|
334,127
|
|
|
289,114
|
|
|
287,757
|
|
|
289,055
|
|
|||||
Other Information and Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
86,612
|
|
|
$
|
93,386
|
|
|
$
|
20,436
|
|
|
$
|
19,332
|
|
|
$
|
18,319
|
|
Total debt
|
$
|
13,956
|
|
|
$
|
15,296
|
|
|
$
|
9,000
|
|
|
$
|
9,515
|
|
|
$
|
9,231
|
|
Cash flow from operations
|
$
|
6,119
|
|
|
$
|
3,654
|
|
|
$
|
3,041
|
|
|
$
|
2,789
|
|
|
$
|
2,695
|
|
Net cash provided by (used for) investing activities
|
$
|
1,189
|
|
|
$
|
5,363
|
|
|
$
|
(1,314
|
)
|
|
$
|
(1,770
|
)
|
|
$
|
(1,303
|
)
|
Net cash used for financing activities
|
$
|
(8,997
|
)
|
|
$
|
(4,998
|
)
|
|
$
|
(1,656
|
)
|
|
$
|
(659
|
)
|
|
$
|
(1,310
|
)
|
Capital expenditures
|
$
|
3,682
|
|
|
$
|
1,883
|
|
|
$
|
1,311
|
|
|
$
|
1,465
|
|
|
$
|
1,541
|
|
Shares outstanding (000’s)
|
534,381
|
|
|
547,242
|
|
|
286,777
|
|
|
284,901
|
|
|
284,879
|
|
|||||
Number of employees
|
79,886
|
|
|
80,820
|
|
|
26,461
|
|
|
26,498
|
|
|
26,657
|
|
(a)
|
Amounts for 2019 include: (i) charges of $567 million for cost reduction programs and other charges primarily related to the merger and synergies, (ii) pension settlement charges of $97 million related to lump sum benefit payments made from pension plans, (iii) a net gain on sale of businesses of $164 million and (iv) the purchase accounting impacts of the merger of $1,952 million.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Page
|
Merger of Praxair, Inc. and Linde AG
|
|
Business Overview
|
|
Executive Summary – Financial Results & Outlook
|
|
Consolidated Results and Other Information
|
|
Segment Discussion
|
|
Liquidity, Capital Resources and Other Financial Data
|
|
Contractual Obligations
|
|
Off-Balance Sheet Arrangements
|
|
Critical Accounting Policies
|
|
New Accounting Standards
|
|
Fair Value Measurements
|
|
Supplemental Pro Forma Income Statement Information
|
|
Non-GAAP Financial Measures
|
North and South America ("Americas")
|
|
Europe, Middle East and Africa (“EMEA”)
|
|
Asia and Pacific (“APAC”)
|
United States
|
|
Germany
|
|
China & Taiwan
|
Brazil
|
|
United Kingdom
|
|
Australia
|
Mexico
|
|
Eastern Europe
|
|
South Korea
|
Canada
|
|
|
|
India
|
•
|
Sales of $28,228 million were 90% above 2018 sales of $14,836 million, primarily driven by the merger that contributed 89% to sales, net of divestitures. Underlying sales increased 1% driven by 3% higher pricing across all geographic segments and 1% volume growth, partially offset by unfavorable currency translation and lower cost pass-through.
|
•
|
Reported operating profit of $2,933 million was 44% below 2018 primarily driven by the net gain on sale of businesses in 2018 partially offset by the impact of the merger, including purchase accounting impacts, in the current year. On an adjusted pro forma basis, operating profit increased $476 million, or 10%, for 2019 versus 2018, as the impacts of higher pricing and volumes were partially offset by unfavorable currency impacts and cost inflation.*
|
•
|
Income from continuing operations of $2,183 million and diluted earnings per share from continuing operations of $4.00 decreased from $4,273 million and $12.79, respectively in 2018. Adjusted pro forma income from continuing operations of $4,003 million and adjusted pro forma diluted earnings per share from continuing operations of $7.34 were 17% and 19%, respectively above 2018 adjusted pro forma amounts.*
|
•
|
Cash flow from operations was $6,119 million, or 22% of sales. Capital expenditures were $3,682 million; dividends paid were $1,891 million; net purchases of ordinary shares of $2,586 million; and debt repayments, net were $1,260 million.
|
|
Reported Amounts (GAAP)
|
|
Pro Forma Amounts (a)
|
|||||||||||||||||||||||||
(Millions of dollars, except per share data)
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|||||||||||||
Reported Amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Sales
|
$
|
28,228
|
|
|
$
|
14,836
|
|
|
$
|
11,358
|
|
|
90
|
%
|
|
31
|
%
|
|
$
|
28,163
|
|
|
$
|
28,084
|
|
|
—
|
%
|
Cost of sales, exclusive of depreciation and amortization
|
$
|
16,644
|
|
|
$
|
9,020
|
|
|
$
|
6,382
|
|
|
85
|
%
|
|
41
|
%
|
|
$
|
16,584
|
|
|
$
|
16,929
|
|
|
(2
|
)%
|
As a percent of sales
|
59.0
|
%
|
|
60.8
|
%
|
|
56.2
|
%
|
|
|
|
|
|
58.9
|
%
|
|
60.3
|
%
|
|
|
||||||||
Selling, general and administrative
|
$
|
3,457
|
|
|
$
|
1,629
|
|
|
$
|
1,207
|
|
|
112
|
%
|
|
35
|
%
|
|
$
|
3,456
|
|
|
$
|
3,635
|
|
|
(5
|
)%
|
As a percent of sales
|
12.2
|
%
|
|
11.0
|
%
|
|
10.6
|
%
|
|
|
|
|
|
12.3
|
%
|
|
12.9
|
%
|
|
|
||||||||
Depreciation and amortization
|
$
|
4,675
|
|
|
$
|
1,830
|
|
|
$
|
1,184
|
|
|
155
|
%
|
|
55
|
%
|
|
$
|
4,675
|
|
|
$
|
4,924
|
|
|
(5
|
)%
|
Cost reduction programs and other charges (b)
|
$
|
567
|
|
|
$
|
309
|
|
|
$
|
52
|
|
|
|
|
|
|
$
|
377
|
|
|
$
|
56
|
|
|
|
|||
Net gain on sale of businesses (b)
|
$
|
164
|
|
|
$
|
3,294
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
||
Operating Profit
|
$
|
2,933
|
|
|
$
|
5,247
|
|
|
$
|
2,444
|
|
|
(44
|
)%
|
|
115
|
%
|
|
$
|
2,955
|
|
|
$
|
2,561
|
|
|
15
|
%
|
Operating margin
|
10.4
|
%
|
|
35.4
|
%
|
|
21.5
|
%
|
|
|
|
|
|
10.5
|
%
|
|
9.1
|
%
|
|
|
|
|||||||
Interest expense – net
|
$
|
38
|
|
|
$
|
202
|
|
|
$
|
161
|
|
|
(81
|
)%
|
|
25
|
%
|
|
$
|
38
|
|
|
$
|
379
|
|
|
(90
|
)%
|
Net pension and OPEB cost (benefit), excluding service cost
|
$
|
(32
|
)
|
|
$
|
(4
|
)
|
|
$
|
(4
|
)
|
|
700
|
%
|
|
—
|
%
|
|
$
|
(129
|
)
|
|
$
|
(165
|
)
|
|
(22
|
)%
|
Effective tax rate
|
26.3
|
%
|
|
16.2
|
%
|
|
44.9
|
%
|
|
|
|
|
|
24.6
|
%
|
|
28.5
|
%
|
|
|
|
|||||||
Income from equity investments
|
$
|
114
|
|
|
$
|
56
|
|
|
$
|
47
|
|
|
104
|
%
|
|
19
|
%
|
|
$
|
114
|
|
|
$
|
52
|
|
|
119
|
%
|
Noncontrolling interests from continuing operations
|
$
|
(89
|
)
|
|
$
|
(15
|
)
|
|
$
|
(61
|
)
|
|
|
|
|
(75
|
)%
|
|
$
|
(89
|
)
|
|
$
|
—
|
|
|
|
|
Income from continuing operations
|
$
|
2,183
|
|
|
$
|
4,273
|
|
|
$
|
1,247
|
|
|
(49
|
)%
|
|
243
|
%
|
|
$
|
2,322
|
|
|
$
|
1,729
|
|
|
34
|
%
|
Diluted earnings per share from continuing operations
|
$
|
4.00
|
|
|
$
|
12.79
|
|
|
$
|
4.32
|
|
|
(69
|
)%
|
|
196
|
%
|
|
$
|
4.25
|
|
|
$
|
3.11
|
|
|
37
|
%
|
Diluted shares outstanding (c)
|
545,170
|
|
|
334,127
|
|
|
289,114
|
|
|
63
|
%
|
|
16
|
%
|
|
545,170
|
|
|
555,151
|
|
|
(2
|
)%
|
|||||
Number of employees
|
79,886
|
|
|
80,820
|
|
|
26,461
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
Adjusted Pro forma Amounts (d)
|
|||||||||||||||||
Operating profit
|
|
|
|
|
|
|
|
|
|
|
$
|
5,272
|
|
|
$
|
4,796
|
|
|
10
|
%
|
||||||||
Operating margin
|
|
|
|
|
|
|
|
|
|
|
18.7
|
%
|
|
17.1
|
%
|
|
|
|||||||||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
|
$
|
4,003
|
|
|
$
|
3,433
|
|
|
17
|
%
|
||||||||
Diluted earnings per share from continuing operations
|
|
|
|
|
|
|
|
|
|
|
$
|
7.34
|
|
|
$
|
6.19
|
|
|
19
|
%
|
||||||||
Other Financial Data (d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
EBITDA and pro forma EBITDA from continuing operations
|
$
|
7,722
|
|
|
$
|
7,133
|
|
|
$
|
3,675
|
|
|
8
|
%
|
|
94
|
%
|
|
$
|
7,744
|
|
|
$
|
7,537
|
|
|
3
|
%
|
As percent of sales
|
27.4
|
%
|
|
48.1
|
%
|
|
32.4
|
%
|
|
(43
|
)%
|
|
48
|
%
|
|
27.5
|
%
|
|
26.8
|
%
|
|
|
||||||
Adjusted pro forma EBITDA from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
8,178
|
|
|
$
|
7,603
|
|
|
8
|
%
|
||||||
As percent of sales
|
|
|
|
|
|
|
|
|
|
|
|
|
29.0
|
%
|
|
27.1
|
%
|
|
|
(a)
|
Pro forma amounts are supplemental to the GAAP presentations and are prepared on a basis consistent with Article 11 of Regulation S-X. See "Supplemental Pro Forma Income Statement Information" and "Non-GAAP Reconciliations" sections of this MD&A.
|
(b)
|
See Notes 4 and 5 to the consolidated financial statements.
|
(c)
|
As a result of the merger, share amounts for the year ended December 31, 2018 reflect the weighted averaging effect of Praxair shares outstanding prior to October 31, 2018 and Linde shares outstanding from October 31, 2018 through December 31, 2018.
|
(d)
|
Adjusted pro forma amounts and Other Financial Data are non-GAAP performance measures. A reconciliation of reported amounts to adjusted pro forma amounts can be found in the "Supplemental Pro Forma Income Statement Information" and "Non-GAAP Reconciliations" sections of this MD&A.
|
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
|||||
|
|
% Change
|
|
% Change
|
|||||
|
|
Reported
|
|
Pro forma
|
|
Reported
|
|||
Factors Contributing to Changes - Sales
|
|
|
|
|
|
|
|||
Volume
|
|
1
|
%
|
|
2
|
%
|
|
4
|
%
|
Price/Mix
|
|
3
|
%
|
|
2
|
%
|
|
2
|
%
|
Cost pass-through
|
|
(1
|
)%
|
|
(1
|
)%
|
|
1
|
%
|
Currency
|
|
(2
|
)%
|
|
(4
|
)%
|
|
(1
|
)%
|
Acquisitions/Divestitures
|
|
89
|
%
|
|
1
|
%
|
|
25
|
%
|
|
|
90
|
%
|
|
—
|
%
|
|
31
|
%
|
Reported
|
|
Variance
|
|||||||||||||||
(Millions of dollars)
Year Ended December 31, |
2019
|
|
2018
|
|
2017
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||||||||
Sales
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
10,993
|
|
|
$
|
8,017
|
|
|
$
|
7,204
|
|
|
37
|
%
|
|
11
|
%
|
EMEA
|
6,643
|
|
|
2,644
|
|
|
1,520
|
|
|
151
|
%
|
|
74
|
%
|
|||
APAC
|
5,839
|
|
|
2,446
|
|
|
1,571
|
|
|
139
|
%
|
|
56
|
%
|
|||
Engineering
|
2,799
|
|
|
459
|
|
|
N/A
|
|
N/M
|
|
N/A
|
||||||
Other
|
1,954
|
|
|
1,270
|
|
|
1,063
|
|
|
54
|
%
|
|
19
|
%
|
|||
|
$
|
28,228
|
|
|
$
|
14,836
|
|
|
$
|
11,358
|
|
|
90
|
%
|
|
31
|
%
|
Operating Profit
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
2,578
|
|
|
$
|
2,053
|
|
|
$
|
1,854
|
|
|
26
|
%
|
|
11
|
%
|
EMEA
|
1,367
|
|
|
481
|
|
|
317
|
|
|
184
|
%
|
|
52
|
%
|
|||
APAC
|
1,198
|
|
|
465
|
|
|
329
|
|
|
158
|
%
|
|
41
|
%
|
|||
Engineering
|
390
|
|
|
14
|
|
|
N/A
|
|
N/M
|
|
N/A
|
||||||
Other
|
(245
|
)
|
|
(37
|
)
|
|
(4
|
)
|
|
N/M
|
|
N/M
|
|||||
Segment operating profit
|
5,288
|
|
|
2,976
|
|
|
2,496
|
|
|
78
|
%
|
|
19
|
%
|
|||
Reconciliation to reported operating Profit :
|
|
|
|
|
|
|
|
|
|
||||||||
Cost reduction programs and other charges (Note 5)
|
(567
|
)
|
|
(309
|
)
|
|
(52
|
)
|
|
|
|
|
|||||
Net gain on sale of businesses
|
164
|
|
|
3,294
|
|
|
N/A
|
|
|
|
|
||||||
Purchase accounting impacts - Linde AG
|
(1,952
|
)
|
|
(714
|
)
|
|
N/A
|
|
|
|
|
||||||
Total operating profit
|
$
|
2,933
|
|
|
$
|
5,247
|
|
|
$
|
2,444
|
|
|
|
|
|
Pro Forma
|
|
Variance
|
||||||||
(Dollar amounts in millions)
Year Ended December 31,
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|||||
Sales
|
|
|
|
|
|
|||||
Americas
|
$
|
10,989
|
|
|
$
|
10,539
|
|
|
4
|
%
|
EMEA
|
6,643
|
|
|
6,991
|
|
|
(5
|
)%
|
||
APAC
|
5,779
|
|
|
5,950
|
|
|
(3
|
)%
|
||
Engineering
|
2,799
|
|
|
2,792
|
|
|
—
|
%
|
||
Other
|
1,953
|
|
|
1,812
|
|
|
8
|
%
|
||
|
$
|
28,163
|
|
|
$
|
28,084
|
|
|
—
|
%
|
Operating Profit
|
|
|
|
|
|
|||||
Americas
|
$
|
2,577
|
|
|
$
|
2,433
|
|
|
6
|
%
|
EMEA
|
1,367
|
|
|
1,344
|
|
|
2
|
%
|
||
APAC
|
1,184
|
|
|
1,029
|
|
|
15
|
%
|
||
Engineering
|
390
|
|
|
285
|
|
|
37
|
%
|
||
Other
|
(246
|
)
|
|
(295
|
)
|
|
(17
|
)%
|
||
Segment operating profit
|
$
|
5,272
|
|
|
$
|
4,796
|
|
|
10
|
%
|
|
|
|
Variance
|
||||||||||||||
(Dollar amounts in millions)
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Reported sales
|
$
|
10,993
|
|
|
$
|
8,017
|
|
|
$
|
7,204
|
|
|
37
|
%
|
|
11
|
%
|
Pro forma sales
|
$
|
10,989
|
|
|
$
|
10,539
|
|
|
N/A
|
|
4
|
%
|
|
N/A
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Reported operating profit
|
$
|
2,578
|
|
|
$
|
2,053
|
|
|
$
|
1,854
|
|
|
26
|
%
|
|
11
|
%
|
As a percent of sales
|
23.5
|
%
|
|
25.6
|
%
|
|
25.7
|
%
|
|
|
|
|
|||||
Pro forma operating profit
|
$
|
2,577
|
|
|
$
|
2,433
|
|
|
N/A
|
|
6
|
%
|
|
N/A
|
|||
As a percent of sales
|
23.5
|
%
|
|
23.1
|
%
|
|
N/A
|
|
|
|
|
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
|
|||||
|
|
% Change
|
|
% Change
|
|
|||||
|
|
Reported
|
|
Pro forma
|
|
Reported
|
|
|||
Factors Contributing to Changes - Sales
|
|
|
|
|
|
|
|
|||
Volume/Equipment
|
|
—
|
%
|
|
1
|
%
|
|
3
|
%
|
|
Price/Mix
|
|
3
|
%
|
|
3
|
%
|
|
2
|
%
|
|
Cost pass-through
|
|
(1
|
)%
|
|
(1
|
)%
|
|
1
|
%
|
|
Currency
|
|
(2
|
)%
|
|
(2
|
)%
|
|
(2
|
)%
|
|
Acquisitions/Divestitures
|
|
37
|
%
|
|
3
|
%
|
|
7
|
%
|
|
|
|
37
|
%
|
|
4
|
%
|
|
11
|
%
|
|
(Dollar amounts in millions)
Year Ended December 31,
|
|
|
Variance
|
||||||||||||||
2019
|
|
2018
|
|
2017
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Reported sales
|
$
|
6,643
|
|
|
$
|
2,644
|
|
|
$
|
1,520
|
|
|
151
|
%
|
|
74
|
%
|
Pro forma sales
|
$
|
6,643
|
|
|
$
|
6,991
|
|
|
N/A
|
|
(5
|
)%
|
|
N/A
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Reported operating profit
|
$
|
1,367
|
|
|
$
|
481
|
|
|
$
|
317
|
|
|
184
|
%
|
|
52
|
%
|
As a percent of sales
|
20.6
|
%
|
|
18.2
|
%
|
|
20.9
|
%
|
|
|
|
|
|||||
Pro forma operating profit
|
$
|
1,367
|
|
|
$
|
1,344
|
|
|
N/A
|
|
2
|
%
|
|
N/A
|
|||
As a percent of sales
|
20.6
|
%
|
|
19.2
|
%
|
|
N/A
|
|
|
|
|
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
|
|||||
|
|
% Change
|
|
% Change
|
|
|||||
|
|
Reported
|
|
Pro forma
|
|
Reported
|
|
|||
Factors Contributing to Changes
|
|
|
|
|
|
|
|
|||
Volume
|
|
(1
|
)%
|
|
(1
|
)%
|
|
1
|
%
|
|
Price/Mix
|
|
1
|
%
|
|
2
|
%
|
|
2
|
%
|
|
Cost pass-through
|
|
(1
|
)%
|
|
—
|
%
|
|
2
|
%
|
|
Currency
|
|
(1
|
)%
|
|
(6
|
)%
|
|
4
|
%
|
|
Acquisitions/Divestitures
|
|
153
|
%
|
|
—
|
%
|
|
65
|
%
|
|
|
|
151
|
%
|
|
(5
|
)%
|
|
74
|
%
|
|
(Dollar amounts in millions)
Year Ended December 31,
|
|
|
Variance
|
||||||||||||||
2019
|
|
2018
|
|
2017
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Reported sales
|
$
|
5,839
|
|
|
$
|
2,446
|
|
|
$
|
1,571
|
|
|
139
|
%
|
|
56
|
%
|
Pro forma sales
|
$
|
5,779
|
|
|
$
|
5,950
|
|
|
N/A
|
|
(3
|
)%
|
|
N/A
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||
Reported operating profit
|
$
|
1,198
|
|
|
$
|
465
|
|
|
$
|
329
|
|
|
158
|
%
|
|
41
|
%
|
As a percent of sales
|
20.5
|
%
|
|
19.0
|
%
|
|
|
|
|
|
|
||||||
Pro forma operating profit
|
$
|
1,184
|
|
|
$
|
1,029
|
|
|
N/A
|
|
15
|
%
|
|
N/A
|
|
||
As a percent of sales
|
20.5
|
%
|
|
17.3
|
%
|
|
N/A
|
|
|
|
|
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
|||||
|
|
% Change
|
|
% Change
|
|||||
|
|
Reported
|
|
Pro forma
|
|
Reported
|
|||
Factors Contributing to Changes
|
|
|
|
|
|
|
|||
Volume
|
|
4
|
%
|
|
1
|
%
|
|
9
|
%
|
Price/Mix
|
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
Cost pass-through
|
|
—
|
%
|
|
(1
|
)%
|
|
1
|
%
|
Currency
|
|
(3
|
)%
|
|
(4
|
)%
|
|
1
|
%
|
Acquisitions/Divestitures
|
|
136
|
%
|
|
(1
|
)%
|
|
43
|
%
|
|
|
139
|
%
|
|
(3
|
)%
|
|
56
|
%
|
(Dollar amounts in millions)
Year Ended December 31,
|
|
|
Variance
|
||||||||||||
2019
|
|
2018
|
|
2017
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
|||||||
|
|
|
|
|
|
|
|
|
|
||||||
Reported sales
|
$
|
2,799
|
|
|
$
|
459
|
|
|
N/A
|
|
510
|
%
|
|
100
|
%
|
Pro forma sales
|
$
|
2,799
|
|
|
$
|
2,792
|
|
|
N/A
|
|
—
|
%
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reported operating profit
|
$
|
390
|
|
|
$
|
14
|
|
|
N/A
|
|
N/M
|
|
|
100
|
%
|
As a percent of sales
|
13.9
|
%
|
|
3.1
|
%
|
|
|
|
|
|
|
||||
Pro forma operating profit
|
$
|
390
|
|
|
$
|
285
|
|
|
N/A
|
|
37
|
%
|
|
N/A
|
|
As a percent of sales
|
13.9
|
%
|
|
10.2
|
%
|
|
N/A
|
|
|
|
|
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
|||||
|
|
% Change
|
|
% Change
|
|||||
|
|
Reported
|
|
Pro forma
|
|
Reported
|
|||
Factors Contributing to Changes
|
|
|
|
|
|
|
|||
Volume/Price
|
|
8
|
%
|
|
4
|
%
|
|
—
|
%
|
Currency
|
|
(2
|
)%
|
|
(4
|
)%
|
|
—
|
%
|
Acquisitions/Divestitures
|
|
504
|
%
|
|
—
|
%
|
|
100
|
%
|
|
|
510
|
%
|
|
—
|
%
|
|
100
|
%
|
(Dollar amounts in millions)
Year Ended December 31,
|
|
|
Variance
|
||||||||||||||
2019
|
|
2018
|
|
2017
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Reported sales
|
$
|
1,954
|
|
|
$
|
1,270
|
|
|
$
|
1,063
|
|
|
54
|
%
|
|
19
|
%
|
Pro forma sales
|
$
|
1,953
|
|
|
$
|
1,812
|
|
|
N/A
|
|
8
|
%
|
|
N/A
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Reported operating profit
|
$
|
(245
|
)
|
|
$
|
(37
|
)
|
|
$
|
(4
|
)
|
|
(562
|
)%
|
|
825
|
%
|
As a percent of sales
|
(12.5
|
)%
|
|
(2.9
|
)%
|
|
|
|
|
|
|
||||||
Pro forma operating profit
|
$
|
(246
|
)
|
|
$
|
(295
|
)
|
|
N/A
|
|
|
17
|
%
|
|
N/A
|
||
As a percent of sales
|
(12.6
|
)%
|
|
(16.3
|
)%
|
|
N/A
|
|
|
|
|
|
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
|||||
|
|
% Change
|
|
% Change
|
|||||
|
|
Reported
|
|
Pro forma
|
|
Reported
|
|||
Factors Contributing to Changes
|
|
|
|
|
|
|
|||
Volume/Price
|
|
9
|
%
|
|
12
|
%
|
|
8
|
%
|
Currency
|
|
(2
|
)%
|
|
(4
|
)%
|
|
2
|
%
|
Acquisitions/Divestitures
|
|
47
|
%
|
|
—
|
%
|
|
9
|
%
|
|
|
54
|
%
|
|
8
|
%
|
|
19
|
%
|
|
Percent of
2019
Consolidated
Sales
|
|
Statements of Income
|
|
Balance Sheets
|
||||||||||||
|
Average Year Ended December 31,
|
|
December 31,
|
||||||||||||||
Currency
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
||||||||
Euro
|
20
|
%
|
|
0.89
|
|
|
0.85
|
|
|
0.89
|
|
|
0.89
|
|
|
0.87
|
|
Chinese yuan
|
7
|
%
|
|
6.90
|
|
|
6.60
|
|
|
6.76
|
|
|
6.96
|
|
|
6.88
|
|
British pound
|
6
|
%
|
|
0.78
|
|
|
0.75
|
|
|
0.78
|
|
|
0.75
|
|
|
0.78
|
|
Australian dollar
|
4
|
%
|
|
1.44
|
|
|
1.34
|
|
|
N/A
|
|
|
1.42
|
|
|
1.42
|
|
Brazilian real
|
4
|
%
|
|
3.94
|
|
|
3.63
|
|
|
3.19
|
|
|
4.03
|
|
|
3.87
|
|
Korean won
|
3
|
%
|
|
1,165
|
|
|
1,100
|
|
|
1,131
|
|
|
1,156
|
|
|
1,111
|
|
Canadian dollar
|
3
|
%
|
|
1.33
|
|
|
1.30
|
|
|
1.30
|
|
|
1.30
|
|
|
1.36
|
|
Mexican peso
|
2
|
%
|
|
19.24
|
|
|
19.20
|
|
|
18.86
|
|
|
18.93
|
|
|
19.65
|
|
Taiwan dollar
|
2
|
%
|
|
30.90
|
|
|
30.13
|
|
|
30.43
|
|
|
29.99
|
|
|
30.55
|
|
Indian rupee
|
2
|
%
|
|
70.40
|
|
|
68.00
|
|
|
65.00
|
|
|
71.38
|
|
|
69.77
|
|
South African rand
|
1
|
%
|
|
14.43
|
|
|
13.16
|
|
|
N/A
|
|
|
14.00
|
|
|
14.35
|
|
Swedish kroner
|
1
|
%
|
|
9.45
|
|
|
8.68
|
|
|
8.53
|
|
|
9.37
|
|
|
8.85
|
|
Thailand bhat
|
1
|
%
|
|
31.04
|
|
|
32.30
|
|
|
33.91
|
|
|
29.71
|
|
|
32.33
|
|
(a)
|
See Note 5 to the consolidated financial statements.
|
(b)
|
See Note 4 to the consolidated financial statements.
|
(Millions of dollars)
|
Due or expiring by December 31,
|
||||||||||||||||||||||||||
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Long-term debt obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Debt and capitalized lease maturities (Note 13)
|
$
|
1,531
|
|
|
$
|
1,855
|
|
|
$
|
2,330
|
|
|
$
|
1,798
|
|
|
$
|
983
|
|
|
$
|
3,727
|
|
|
$
|
12,224
|
|
Contractual interest
|
297
|
|
|
237
|
|
|
175
|
|
|
146
|
|
|
98
|
|
|
585
|
|
|
1,538
|
|
|||||||
Operating leases (Note 6)
|
275
|
|
|
208
|
|
|
163
|
|
|
110
|
|
|
75
|
|
|
251
|
|
|
1,082
|
|
|||||||
Retirement obligations
|
101
|
|
|
36
|
|
|
37
|
|
|
37
|
|
|
36
|
|
|
183
|
|
|
430
|
|
|||||||
Unconditional purchase obligations
|
833
|
|
|
769
|
|
|
718
|
|
|
660
|
|
|
650
|
|
|
2,877
|
|
|
6,507
|
|
|||||||
Construction commitments
|
2,234
|
|
|
871
|
|
|
291
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
3,421
|
|
|||||||
Total Contractual Obligations
|
$
|
5,271
|
|
|
$
|
3,976
|
|
|
$
|
3,714
|
|
|
$
|
2,776
|
|
|
$
|
1,842
|
|
|
$
|
7,623
|
|
|
$
|
25,202
|
|
|
|
Pro forma Adjustments
|
|
|||||||||||||
|
Linde plc Reported
|
Divestitures (a)
|
Other
|
|
Total
|
Pro Forma
|
||||||||||
Sales
|
$
|
28,228
|
|
$
|
(65
|
)
|
$
|
—
|
|
|
$
|
(65
|
)
|
$
|
28,163
|
|
Cost of sales, exclusive of depreciation
|
16,644
|
|
(48
|
)
|
(12
|
)
|
(b)
|
(60
|
)
|
16,584
|
|
|||||
Selling, general and administrative
|
3,457
|
|
(1
|
)
|
|
|
|
(1
|
)
|
3,456
|
|
|||||
As a % of Sales
|
12.2
|
%
|
|
|
|
|
|
|
|
12.3
|
%
|
|||||
Depreciation and amortization
|
4,675
|
|
|
|
|
|
|
—
|
|
4,675
|
|
|||||
Research and development
|
184
|
|
|
|
|
|
|
—
|
|
184
|
|
|||||
Cost reduction programs and other charges
|
567
|
|
|
|
(190
|
)
|
(c)
|
(190
|
)
|
377
|
|
|||||
Net gain on sale of businesses
|
164
|
|
|
|
(164
|
)
|
(d)
|
(164
|
)
|
—
|
|
|||||
Other income (expense) - net
|
68
|
|
|
|
|
|
|
—
|
|
68
|
|
|||||
Operating profit
|
2,933
|
|
(16
|
)
|
38
|
|
|
22
|
|
2,955
|
|
|||||
Operating margin
|
10.4
|
%
|
|
|
|
|
10.5
|
%
|
||||||||
Net pension and OPEB cost (benefit), excluding service costs
|
(32
|
)
|
|
|
(97
|
)
|
(e)
|
(97
|
)
|
(129
|
)
|
|||||
Interest expense - net
|
38
|
|
|
|
|
|
|
—
|
|
38
|
|
|||||
Income taxes
|
769
|
|
(5
|
)
|
(15
|
)
|
(f)
|
(20
|
)
|
749
|
|
|||||
Effective Tax Rate
|
26.3
|
%
|
|
|
|
|
|
|
|
24.6
|
%
|
|||||
Income from equity investments
|
114
|
|
|
|
|
|
|
—
|
|
114
|
|
|||||
Noncontrolling interests from continuing operations
|
(89
|
)
|
|
|
|
|
|
—
|
|
(89
|
)
|
|||||
Income from continuing operations
|
$
|
2,183
|
|
$
|
(11
|
)
|
$
|
150
|
|
|
$
|
139
|
|
$
|
2,322
|
|
Diluted shares outstanding
|
545,170
|
|
|
|
|
|
|
545,170
|
|
545,170
|
|
|||||
Diluted EPS from continuing operations
|
$
|
4.00
|
|
|
|
|
|
|
$
|
0.25
|
|
$
|
4.25
|
|
||
SEGMENT SALES
|
|
|
|
|
|
|
||||||||||
Americas
|
$
|
10,993
|
|
$
|
(4
|
)
|
$
|
—
|
|
|
$
|
(4
|
)
|
$
|
10,989
|
|
EMEA
|
6,643
|
|
|
|
|
|
|
—
|
|
6,643
|
|
|||||
APAC
|
5,839
|
|
(60
|
)
|
|
|
|
(60
|
)
|
5,779
|
|
|||||
Engineering
|
2,799
|
|
|
|
|
|
|
—
|
|
2,799
|
|
|||||
Other
|
1,954
|
|
(1
|
)
|
|
|
|
(1
|
)
|
1,953
|
|
|||||
Segment sales
|
$
|
28,228
|
|
$
|
(65
|
)
|
$
|
—
|
|
|
$
|
(65
|
)
|
$
|
28,163
|
|
SEGMENT OPERATING PROFIT
|
|
|
|
|
|
|
||||||||||
Americas
|
$
|
2,578
|
|
$
|
(1
|
)
|
$
|
—
|
|
|
$
|
(1
|
)
|
$
|
2,577
|
|
EMEA
|
1,367
|
|
|
|
|
|
|
|
|
1,367
|
|
|||||
APAC
|
1,198
|
|
(14
|
)
|
|
|
|
(14
|
)
|
1,184
|
|
|||||
Engineering
|
390
|
|
|
|
|
|
|
|
|
390
|
|
|||||
Other
|
(245
|
)
|
(1
|
)
|
|
|
|
(1
|
)
|
(246
|
)
|
|||||
Segment operating profit
|
5,288
|
|
(16
|
)
|
—
|
|
|
(16
|
)
|
5,272
|
|
|||||
Cost reduction programs and other charges
|
(567
|
)
|
|
|
|
|
|
—
|
|
(567
|
)
|
|||||
Net gain on sale of businesses
|
164
|
|
|
|
|
|
|
—
|
|
164
|
|
|||||
Purchase accounting impacts - Linde AG
|
(1,952
|
)
|
|
|
|
|
|
—
|
|
(1,952
|
)
|
|||||
Total operating profit
|
$
|
2,933
|
|
$
|
(16
|
)
|
$
|
—
|
|
|
$
|
(16
|
)
|
$
|
2,917
|
|
2019 Pro forma adjustments
|
||
|
(a)
|
To eliminate the results of Praxair's merger-related divestitures.
|
|
(b)
|
To eliminate the impact of the inventory step-up recorded in purchase accounting for the merger. This item is nonrecurring in nature, directly attributable to the merger and occurred within one year of the transaction.
|
|
(c)
|
To eliminate the transaction costs and other charges related to the merger. These transaction costs are nonrecurring, directly attributable to the merger, and incremental. See Note 5 to the consolidated financial statements.
|
|
(d)
|
To eliminate the gain on merger related divestitures.
|
|
(e)
|
To eliminate pension settlement charges related to the merger.
|
|
(f)
|
To eliminate the income tax impacts of Other adjustments.
|
|
|
Pro forma Adjustments
|
|
|
|||||||||||||||||||
|
Linde plc (a)
|
Linde AG (b)
|
Divestitures (c)
|
Purchase Accounting (d)
|
Other
|
|
Total
|
|
Pro Forma Linde plc
|
||||||||||||||
Sales
|
$
|
14,836
|
|
$
|
16,929
|
|
$
|
(3,598
|
)
|
$
|
—
|
|
$
|
(83
|
)
|
(e)
|
$
|
13,248
|
|
|
$
|
28,084
|
|
Cost of sales, exclusive of depreciation
|
9,020
|
|
10,515
|
|
(2,155
|
)
|
—
|
|
(451
|
)
|
(e)
|
7,909
|
|
|
16,929
|
|
|||||||
Selling, general and administrative
|
1,629
|
|
2,370
|
|
(364
|
)
|
—
|
|
—
|
|
|
2,006
|
|
|
3,635
|
|
|||||||
As a % of Sales
|
11.0
|
%
|
|
|
|
|
|
|
|
12.9
|
%
|
||||||||||||
Depreciation and amortization
|
1,830
|
|
1,570
|
|
(337
|
)
|
1,861
|
|
—
|
|
|
3,094
|
|
|
4,924
|
|
|||||||
Research and development
|
113
|
|
88
|
|
—
|
|
—
|
|
—
|
|
|
88
|
|
|
201
|
|
|||||||
Cost reduction programs and other charges
|
309
|
|
323
|
|
—
|
|
—
|
|
(576
|
)
|
(f)
|
(253
|
)
|
|
56
|
|
|||||||
Other income (expense) - net
|
3,312
|
|
204
|
|
—
|
|
—
|
|
(3,294
|
)
|
(j)
|
(3,090
|
)
|
|
222
|
|
|||||||
Operating profit
|
5,247
|
|
2,267
|
|
(742
|
)
|
(1,861
|
)
|
(2,350
|
)
|
|
(2,686
|
)
|
|
2,561
|
|
|||||||
Operating margin
|
35.4
|
%
|
|
|
|
|
|
|
|
9.1
|
%
|
||||||||||||
Net pension and OPEB cost (benefit), excluding service costs
|
(4
|
)
|
(159
|
)
|
(2
|
)
|
—
|
|
—
|
|
|
(161
|
)
|
|
(165
|
)
|
|||||||
Interest expense - net
|
202
|
|
332
|
|
(72
|
)
|
(83
|
)
|
—
|
|
|
177
|
|
|
379
|
|
|||||||
Income taxes
|
817
|
|
634
|
|
(87
|
)
|
(430
|
)
|
(264
|
)
|
(g)
|
(147
|
)
|
|
670
|
|
|||||||
Effective Tax Rate
|
16.2
|
%
|
|
|
|
|
|
|
|
28.5
|
%
|
||||||||||||
Income from equity investments
|
56
|
|
80
|
|
(31
|
)
|
(53
|
)
|
—
|
|
|
(4
|
)
|
|
52
|
|
|||||||
Noncontrolling interests from continuing operations
|
(15
|
)
|
(144
|
)
|
19
|
|
140
|
|
—
|
|
|
15
|
|
|
—
|
|
|||||||
Income from continuing operations
|
$
|
4,273
|
|
$
|
1,396
|
|
$
|
(593
|
)
|
$
|
(1,261
|
)
|
$
|
(2,086
|
)
|
|
$
|
(2,544
|
)
|
|
$
|
1,729
|
|
Diluted shares outstanding
|
334,127
|
|
|
|
|
|
|
221,024
|
|
(h)
|
555,151
|
|
|||||||||||
Diluted EPS from continuing operations
|
$
|
12.79
|
|
|
|
|
|
|
$
|
(9.68
|
)
|
(h)
|
$
|
3.11
|
|
||||||||
SEGMENT SALES
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Americas
|
$
|
8,017
|
|
$
|
4,352
|
|
$
|
(1,768
|
)
|
|
|
$
|
(62
|
)
|
(e)
|
$
|
2,522
|
|
|
$
|
10,539
|
|
|
EMEA
|
2,644
|
|
5,809
|
|
(1,463
|
)
|
|
|
1
|
|
(e)
|
4,347
|
|
|
6,991
|
|
|||||||
APAC
|
2,446
|
|
3,851
|
|
(329
|
)
|
|
|
(18
|
)
|
(e)
|
3,504
|
|
|
5,950
|
|
|||||||
Engineering
|
459
|
|
2,333
|
|
—
|
|
|
|
—
|
|
(e)
|
2,333
|
|
|
2,792
|
|
|||||||
Other
|
1,270
|
|
584
|
|
(38
|
)
|
|
|
(4
|
)
|
(e)
|
542
|
|
|
1,812
|
|
|||||||
Segment sales
|
$
|
14,836
|
|
$
|
16,929
|
|
$
|
(3,598
|
)
|
$
|
—
|
|
$
|
(83
|
)
|
|
$
|
13,248
|
|
|
$
|
28,084
|
|
SEGMENT OPERATING PROFIT
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Americas
|
$
|
2,053
|
|
$
|
714
|
|
$
|
(327
|
)
|
|
|
$
|
(7
|
)
|
(i)
|
$
|
380
|
|
|
$
|
2,433
|
|
|
EMEA
|
481
|
|
1,230
|
|
(324
|
)
|
|
|
(43
|
)
|
(i)
|
863
|
|
|
1,344
|
|
|||||||
APAC
|
465
|
|
686
|
|
(82
|
)
|
|
|
(40
|
)
|
(i)
|
564
|
|
|
1,029
|
|
|||||||
Engineering
|
14
|
|
276
|
|
—
|
|
|
|
(5
|
)
|
(i)
|
271
|
|
|
285
|
|
|||||||
Other
|
(37
|
)
|
(316
|
)
|
(9
|
)
|
|
|
67
|
|
(i)
|
(258
|
)
|
|
(295
|
)
|
|||||||
Segment operating profit
|
2,976
|
|
2,590
|
|
(742
|
)
|
|
|
(28
|
)
|
|
1,820
|
|
|
4,796
|
|
|||||||
Cost reduction programs and other charges
|
(309
|
)
|
(323
|
)
|
|
|
|
|
632
|
|
|
309
|
|
|
—
|
|
|||||||
Gain on sale of businesses
|
3,294
|
|
|
|
|
|
|
|
(3,294
|
)
|
|
(3,294
|
)
|
|
—
|
|
|||||||
Purchase accounting impacts - Linde AG
|
(714
|
)
|
|
|
|
|
|
|
714
|
|
|
714
|
|
|
—
|
|
|||||||
Total operating profit
|
$
|
5,247
|
|
$
|
2,267
|
|
$
|
(742
|
)
|
|
|
$
|
(1,976
|
)
|
|
$
|
(451
|
)
|
|
$
|
4,796
|
|
2018 Pro forma adjustments
|
|||||||||
(a) To include Linde plc consolidated results for the year ended December 31, 2018. Note that the results include the performance of Praxair's European industrial gases business through December 3, 2018 and the results of Linde AG from October 31, 2018 (merger date) through December 31, 2018. The adjustments reflect reclassifications to conform to Linde plc's reporting format.
|
|||||||||
(b) To include Linde AG consolidated results for the period prior to the merger date at October 31, 2018. The adjustments reflect reclassifications to conform to Linde plc's reporting format and adjustments from IFRS to U.S. GAAP.
|
|||||||||
(c) To eliminate the results of merger-related divestitures required by regulatory authorities to secure approval for the Merger. These divestitures include the majority of Praxair's European industrial gases business (completed December 3, 2018), a significant portion of Linde AG's America's industrial gases business (completed on March 1, 2019), select assets of Linde AG's South Korean industrial gases business (completed April 30, 2019), as well as certain divestitures of other Praxair and Linde AG businesses in Asia.
|
|||||||||
(d) To include purchase accounting adjustments for the period from January 1, 2018 to October 30, 2018 (prior to the Merger). This relates to (i) additional depreciation and amortization related to the increased value of of property, plant and equipment and increased basis of intangible assets, (ii) interest expense impacts related to the fair value of debt, (iii) the tax impacts related to the non-GAAP adjustments above, (iv) income from equity investments equity related to the fair value of equity investments, and (v) noncontrolling interests adjustments related to the fair value adjustments above. Purchase accounting impacts are not included in the definition of segment operating profit; therefore, no pro forma adjustment is required for segment reporting.
|
|||||||||
(e) To eliminate sales between Praxair and Linde AG for the period prior to the Merger date at October 31, 2018 (January 1, 2018 to October 30, 2018). (e) also includes a $368 million impact for the fair value step-up of inventories acquired in the merger. This charge is recorded in cost of sales and subsequently eliminated.
|
|||||||||
(f) To eliminate the transaction costs and other charges related to the Merger.
|
|||||||||
(g) To reflect the income tax impact of the above pro forma adjustments.
|
|||||||||
(h) To reflect the impact on diluted shares outstanding and diluted EPS related to ordinary shares issues to Linde AG shareholders in connection with the Merger.
|
|||||||||
(i) To eliminate other (income) charges not included in segment operating profit, primarily related to a gain on a sale of business in EMEA and a gain on a sale of asset in APAC.
|
|||||||||
(j) To eliminate the gain on merger related divestitures.
|
(Dollar amounts in millions, except per share data)
|
2019
|
|
2018
|
|
2017
|
|
||||||
Year Ended December 31,
|
|
|
|
|||||||||
Adjusted Pro Forma Operating Profit and Margin
|
|
|
|
|
|
|
||||||
Reported operating profit
|
$
|
2,933
|
|
|
$
|
5,247
|
|
|
$
|
2,444
|
|
|
Pro forma adjustments (a)
|
22
|
|
|
(2,686
|
)
|
|
N/A
|
|
||||
Pro forma
|
2,955
|
|
|
2,561
|
|
|
N/A
|
|
||||
Non-GAAP Adjustments:
|
|
|
|
|
|
|
||||||
Add: Cost reduction programs and other charges
|
377
|
|
|
53
|
|
|
52
|
|
|
|||
Less: Net gain on sale of businesses
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
|||
Add: Purchase accounting impacts - Linde AG (d)
|
1,940
|
|
|
2,233
|
|
|
—
|
|
|
|||
Total adjustments
|
2,317
|
|
|
2,235
|
|
|
52
|
|
|
|||
Adjusted pro forma operating profit
|
$
|
5,272
|
|
|
$
|
4,796
|
|
|
N/A
|
|
Add: Bond redemption
|
—
|
|
|
6
|
|
|
—
|
|
|
|||
Add: Pension settlement charge
|
—
|
|
|
3
|
|
|
1
|
|
|
|||
Add: Purchase accounting impacts - Linde AG (d)
|
447
|
|
|
516
|
|
|
—
|
|
|
|||
Add: Cost reduction programs and other charges
|
71
|
|
|
(1
|
)
|
|
4
|
|
|
|||
Add: Tax reform
|
—
|
|
|
17
|
|
|
(394
|
)
|
|
|||
Total adjustments
|
518
|
|
|
541
|
|
|
(389
|
)
|
|
|||
Adjusted pro forma income taxes
|
$
|
1,267
|
|
|
$
|
1,211
|
|
|
N/A
|
|
||
Adjusted income taxes
|
|
|
|
|
$
|
637
|
|
|
||||
|
|
|
|
|
|
|
||||||
Adjusted Pro Forma Effective Tax Rate (b)
|
|
|
|
|
|
|
||||||
Reported income before income taxes and equity investments
|
$
|
2,927
|
|
|
$
|
5,049
|
|
|
$
|
2,287
|
|
|
Pro forma adjustments (a)
|
119
|
|
|
(2,702
|
)
|
|
N/A
|
|
||||
Pro forma
|
3,046
|
|
|
2,347
|
|
|
N/A
|
|
||||
Non-GAAP Adjustments:
|
|
|
|
|
|
|
||||||
Add: Bond redemption
|
—
|
|
|
26
|
|
|
—
|
|
|
|||
Add: Pension settlement charge
|
—
|
|
|
14
|
|
|
2
|
|
|
|||
Add: Purchase accounting impacts - Linde AG (d)
|
1,844
|
|
|
2,133
|
|
|
—
|
|
|
|||
Add: Cost reduction programs and other charges
|
377
|
|
|
53
|
|
|
52
|
|
|
|||
Add: Pension plan reorganization charge - net
|
10
|
|
|
—
|
|
|
—
|
|
|
|||
Add: Loss on hedge portfolio unwind
|
—
|
|
|
174
|
|
|
—
|
|
|
|||
Less: Net gain on sale of businesses
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
|||
Total adjustments
|
2,231
|
|
|
2,349
|
|
|
54
|
|
|
|||
Adjusted pro forma income before income taxes and equity investments
|
$
|
5,277
|
|
|
$
|
4,696
|
|
|
N/A
|
|
||
Adjusted income before income taxes and equity investments
|
|
|
|
|
$
|
2,341
|
|
|
||||
|
|
|
|
|
|
|
||||||
Reported income taxes
|
$
|
769
|
|
|
$
|
817
|
|
|
$
|
1,026
|
|
|
Reported effective tax rate
|
26.3
|
%
|
|
16.2
|
%
|
|
44.9
|
%
|
|
|||
|
|
|
|
|
|
|
||||||
Adjusted pro forma income taxes
|
$
|
1,267
|
|
|
$
|
1,211
|
|
|
N/A
|
|
||
Adjusted income taxes
|
|
|
|
|
$
|
637
|
|
|
||||
Adjusted pro forma effective tax rate
|
24.0
|
%
|
|
25.8
|
%
|
|
N/A
|
|
||||
Adjusted effective tax rate
|
|
|
|
|
27.2
|
%
|
|
|||||
|
|
|
|
|
|
|
||||||
Income from Equity Investments
|
|
|
|
|
|
|
||||||
Reported income from equity investments
|
$
|
114
|
|
|
$
|
56
|
|
|
$
|
47
|
|
|
Pro forma adjustments (a)
|
—
|
|
|
(4
|
)
|
|
N/A
|
|
||||
Pro forma
|
114
|
|
|
52
|
|
|
N/A
|
|
||||
Non-GAAP Adjustments:
|
|
|
|
|
|
|
||||||
Add: Purchase accounting impacts - Linde AG (d)
|
57
|
|
|
64
|
|
|
—
|
|
|
|||
Total adjustments
|
57
|
|
|
64
|
|
|
—
|
|
|
|||
Adjusted pro forma income from equity investments
|
$
|
171
|
|
|
$
|
116
|
|
|
N/A
|
|
||
Adjusted income from equity investments
|
|
|
|
|
$
|
47
|
|
|
||||
|
|
|
|
|
|
|
||||||
Adjusted Noncontrolling Interests from Continuing Operations
|
|
|
|
|
|
|
||||||
Reported noncontrolling interests from continuing operations
|
$
|
(89
|
)
|
|
$
|
(15
|
)
|
|
$
|
(61
|
)
|
|
Pro forma adjustments (a)
|
—
|
|
|
15
|
|
|
N/A
|
|
||||
Pro forma
|
(89
|
)
|
|
—
|
|
|
N/A
|
|
||||
Non-GAAP adjustments:
|
|
|
|
|
|
|
||||||
Add: Cost reduction programs and other charges
|
(35
|
)
|
|
—
|
|
|
—
|
|
|
Add: Purchase accounting impacts - Linde AG (d)
|
(54
|
)
|
|
(168
|
)
|
|
—
|
|
|
|||
Total adjustments
|
(89
|
)
|
|
(168
|
)
|
|
—
|
|
|
|||
Adjusted pro forma noncontrolling interests from continuing operations
|
$
|
(178
|
)
|
|
$
|
(168
|
)
|
|
N/A
|
|
||
Adjusted noncontrolling interests from continuing
|
|
|
|
|
$
|
(61
|
)
|
|
||||
Adjusted Income from Continuing Operations (c)
|
|
|
|
|
|
|
||||||
Reported income from continuing operations
|
$
|
2,183
|
|
|
$
|
4,273
|
|
|
$
|
1,247
|
|
|
Pro forma adjustments (a)
|
139
|
|
|
(2,544
|
)
|
|
N/A
|
|
||||
Pro forma
|
2,322
|
|
|
1,729
|
|
|
N/A
|
|
||||
Non-GAAP adjustments:
|
|
|
|
|
|
|
||||||
Add: Pension settlement charge
|
—
|
|
|
11
|
|
|
1
|
|
|
|||
Add: Cost reduction programs and other charges
|
281
|
|
|
53
|
|
|
48
|
|
|
|||
Less: Net gain on sale of business
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
|||
Add: Bond Redemption
|
—
|
|
|
20
|
|
|
—
|
|
|
|||
Add: Loss on hedge portfolio unwind
|
—
|
|
|
174
|
|
|
—
|
|
|
|||
Less: Other tax charges
|
—
|
|
|
(17
|
)
|
|
394
|
|
|
|||
Add: Purchase accounting impacts - Linde AG
|
1,400
|
|
|
1,513
|
|
|
—
|
|
|
|||
Total adjustments
|
1,681
|
|
|
1,704
|
|
|
443
|
|
|
|||
Adjusted pro forma income from continuing operations
|
$
|
4,003
|
|
|
$
|
3,433
|
|
|
N/A
|
|
||
Adjusted income from continuing operations
|
|
|
|
|
$
|
1,690
|
|
|
||||
|
|
|
|
|
|
|
||||||
Adjusted Pro Forma Diluted EPS from Continuing Operations (c)
|
|
|
|
|
|
|
||||||
Reported diluted EPS from continuing operations
|
$
|
4.00
|
|
|
$
|
12.79
|
|
|
$
|
4.32
|
|
|
Pro forma adjustments (a)
|
0.25
|
|
|
(9.68
|
)
|
|
N/A
|
|
||||
Pro forma
|
4.25
|
|
|
3.11
|
|
|
N/A
|
|
||||
Non-GAAP adjustments:
|
|
|
|
|
|
|
||||||
Add: Pension settlement charge
|
—
|
|
|
0.03
|
|
|
—
|
|
|
|||
Add: Cost reduction programs and other charges
|
0.52
|
|
|
0.09
|
|
|
0.17
|
|
|
|||
Less: Net gain on sale of business
|
—
|
|
|
(0.09
|
)
|
|
—
|
|
|
|||
Add: Bond redemption
|
—
|
|
|
0.04
|
|
|
—
|
|
|
|||
Add: Loss on hedge portfolio unwind
|
—
|
|
|
0.31
|
|
|
—
|
|
|
|||
Less Income tax reform
|
—
|
|
|
(0.03
|
)
|
|
1.36
|
|
|
|||
Add: Purchase accounting impacts - Linde AG
|
2.57
|
|
|
2.73
|
|
|
—
|
|
|
|||
Total adjustments
|
3.09
|
|
|
3.08
|
|
|
1.53
|
|
|
|||
Adjusted pro forma diluted EPS from continuing operations
|
$
|
7.34
|
|
|
$
|
6.19
|
|
|
N/A
|
|
||
Adjusted diluted EPS from continuing operations
|
|
|
|
|
$
|
5.85
|
|
|
||||
|
|
|
|
|
|
|
||||||
Adjusted Pro Forma EBITDA and % of Sales
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
2,183
|
|
|
$
|
4,273
|
|
|
$
|
1,247
|
|
|
Add: Noncontrolling interests related to continuing operations
|
89
|
|
|
15
|
|
|
61
|
|
|
|||
Add: Net pension and OPEB cost (benefit), excluding service cost
|
(32
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|
|||
Add: Interest expense
|
38
|
|
|
202
|
|
|
161
|
|
|
|||
Add: Income taxes
|
769
|
|
|
817
|
|
|
1,026
|
|
|
|||
Add: Depreciation and amortization
|
4,675
|
|
|
1,830
|
|
|
1,184
|
|
|
|||
EBITDA from continuing operations
|
7,722
|
|
|
7,133
|
|
|
3,675
|
|
|
|||
Pro forma adjustments (a)
|
|
|
|
|
|
|
||||||
Add: Linde AG consolidated results
|
—
|
|
|
3,917
|
|
|
N/A
|
|
||||
Add: Purchase accounting impacts - Linde AG
|
12
|
|
|
315
|
|
|
N/A
|
|
Add: Cost reduction programs and other charges
|
190
|
|
|
576
|
|
|
N/A
|
|
||||
Less: Net gain on sale of businesses
|
(164
|
)
|
|
(3,294
|
)
|
|
N/A
|
|
||||
Less: Divestitures
|
(16
|
)
|
|
(1,110
|
)
|
|
N/A
|
|
||||
Pro forma adjustments
|
22
|
|
|
404
|
|
|
N/A
|
|
||||
Pro forma EBITDA from continuing operations
|
7,744
|
|
|
7,537
|
|
|
N/A
|
|
||||
Non-GAAP adjustments:
|
|
|
|
|
|
|
||||||
Less: Net gain on sale of business
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
|||
Add: Cost reduction programs and other charges
|
377
|
|
|
53
|
|
|
52
|
|
|
|||
Add: Purchase accounting impacts - Linde AG
|
57
|
|
|
64
|
|
|
—
|
|
|
|||
Total adjustments
|
434
|
|
|
66
|
|
|
52
|
|
|
|||
Adjusted pro forma EBITDA from continuing operations
|
$
|
8,178
|
|
|
$
|
7,603
|
|
|
N/A
|
|
||
Adjusted EBITDA from continuing operations
|
|
|
|
|
$
|
3,727
|
|
|
||||
|
|
|
|
|
|
|
||||||
Reported sales
|
$
|
28,228
|
|
|
$
|
14,836
|
|
|
$
|
11,358
|
|
|
Pro forma sales
|
$
|
28,163
|
|
|
$
|
28,084
|
|
|
N/A
|
|
||
% of sales
|
|
|
|
|
|
|
||||||
EBITDA from continuing operations
|
27.4
|
%
|
|
48.1
|
%
|
|
32.4
|
%
|
|
|||
Pro forma EBITDA from continuing operations
|
27.5
|
%
|
|
26.8
|
%
|
|
N/A
|
|
||||
Adjusted pro forma EBITDA from continuing operations
|
29.0
|
%
|
|
27.1
|
%
|
|
N/A
|
|
||||
Adjusted EBITDA from continuing operations
|
|
|
|
|
32.8
|
%
|
|
(a) See pro forma Income Statement Information in the preceding sections.
|
|||||||||||||
(b) The income tax expense (benefit) on the non-GAAP pre-tax adjustments was determined using the applicable tax rates for the jurisdictions that were utilized in calculating the GAAP income tax expense (benefit) and included both current and deferred income tax amounts.
|
|||||||||||||
(c) Net of income taxes which are shown separately in “Adjusted Income Taxes and Effective Tax Rate”.
|
|||||||||||||
(d) The company believes that its non-GAAP measures excluding Purchase accounting impacts - Linde AG are useful to investors because: (i) the business combination was a merger of equals in an all-stock merger transaction, with no cash consideration, (ii) the company is managed on a geographic basis and the results of certain geographies are more heavily impacted by purchase accounting than others, causing results that are not comparable at the reportable segment level, therefore, the impacts of purchasing accounting adjustments to each segment vary and are not comparable within the company and when compared to other companies in similar regions, (iii) business management is evaluated and variable compensation is determined based on results excluding purchase accounting impacts, and; (iv) it is important to investors and analysts to understand the purchase accounting impacts to the financial statements.
A summary of each of the adjustments made for Purchase accounting impacts - Linde AG are as follows:
Adjusted Operating Profit and Margin: The purchase accounting adjustments for the year ended December 31, 2019 include (i) a $12 million adjustment for the increase in cost of sales related to the fair value step up of inventories acquired in the merger (included as a pro forma adjustment), and (ii) $1,940 in depreciation and amortization related to the fair value step up of fixed assets and intangible assets (primarily customer related) acquired in the merger.
Adjusted Interest Expense - Net: Relates to the amortization of the fair value of debt acquired in the merger.
Adjusted Income Taxes and Effective Tax Rate: Relates to the current and deferred income tax impact on the adjustments discussed above. The income tax expense (benefit) on the non-GAAP pre-tax adjustments was determined using the applicable tax rates for the jurisdictions that were utilized in calculating the GAAP income tax expense (benefit) and included both current and deferred income tax amounts.
Adjusted Income from Equity Investments: Represents the amortization of increased fair value on equity investments related to depreciable and amortizable assets.
Adjusted Noncontrolling Interests from Continuing Operations: Represents the noncontrolling interests’ ownership portion of the adjustments described above determined on an entity by entity basis.
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
(Millions of dollars)
|
|
|
|
||||
Debt
|
$
|
13,956
|
|
|
$
|
15,296
|
|
Less: cash and cash equivalents
|
(2,700
|
)
|
|
(4,466
|
)
|
||
Net debt
|
11,256
|
|
|
10,830
|
|
||
Less: purchase accounting impacts - Linde AG
|
(195
|
)
|
|
(291
|
)
|
||
Adjusted net debt
|
$
|
11,061
|
|
|
$
|
10,539
|
|
|
|
|
Page
|
|
|
Audited Consolidated Financial Statements
|
|
|
|
Notes to Consolidated Financial Statements
|
|
/s/ STEPHEN F. ANGEL
|
|
/s/ KELCEY E. HOYT
|
Stephen F. Angel
Chief Executive Officer
|
|
Kelcey E. Hoyt
Chief Accounting Officer
|
/s/ MATTHEW J. WHITE
|
|
|
Matthew J. White
Chief Financial Officer
|
|
March 2, 2020
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Sales
|
$
|
28,228
|
|
|
$
|
14,836
|
|
|
$
|
11,358
|
|
Cost of sales, exclusive of depreciation and amortization
|
16,644
|
|
|
9,020
|
|
|
6,382
|
|
|||
Selling, general and administrative
|
3,457
|
|
|
1,629
|
|
|
1,207
|
|
|||
Depreciation and amortization
|
4,675
|
|
|
1,830
|
|
|
1,184
|
|
|||
Research and development
|
184
|
|
|
113
|
|
|
93
|
|
|||
Cost reduction programs and other charges
|
567
|
|
|
309
|
|
|
52
|
|
|||
Net gain on sale of businesses
|
164
|
|
|
3,294
|
|
|
—
|
|
|||
Other income (expenses) – net
|
68
|
|
|
18
|
|
|
4
|
|
|||
Operating Profit
|
2,933
|
|
|
5,247
|
|
|
2,444
|
|
|||
Interest expense – net
|
38
|
|
|
202
|
|
|
161
|
|
|||
Net pension and OPEB cost (benefit), excluding service cost
|
(32
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|||
Income From Continuing Operations Before Income Taxes and Equity Investments
|
2,927
|
|
|
5,049
|
|
|
2,287
|
|
|||
Income taxes on continuing operations
|
769
|
|
|
817
|
|
|
1,026
|
|
|||
Income From Continuing Operations Before Equity Investments
|
2,158
|
|
|
4,232
|
|
|
1,261
|
|
|||
Income from equity investments
|
114
|
|
|
56
|
|
|
47
|
|
|||
Income From Continuing Operations (Including Noncontrolling Interests)
|
2,272
|
|
|
4,288
|
|
|
1,308
|
|
|||
Income from discontinued operations, net of tax
|
109
|
|
|
117
|
|
|
—
|
|
|||
Net Income (Including Noncontrolling Interests)
|
2,381
|
|
|
4,405
|
|
|
1,308
|
|
|||
Less: noncontrolling interests from continuing operations
|
(89
|
)
|
|
(15
|
)
|
|
(61
|
)
|
|||
Less: noncontrolling interests from discontinued operations
|
(7
|
)
|
|
(9
|
)
|
|
—
|
|
|||
Net Income – Linde plc
|
$
|
2,285
|
|
|
$
|
4,381
|
|
|
$
|
1,247
|
|
|
|
|
|
|
|
||||||
Net Income – Linde plc
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
2,183
|
|
|
$
|
4,273
|
|
|
$
|
1,247
|
|
Income from discontinued operations
|
$
|
102
|
|
|
$
|
108
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Per Share Data – Linde plc Shareholders
|
|
|
|
|
|
||||||
Basic earnings per share from continuing operations
|
$
|
4.03
|
|
|
$
|
12.93
|
|
|
$
|
4.36
|
|
Basic earnings per share from discontinued operations
|
0.19
|
|
|
0.33
|
|
|
—
|
|
|||
Basic earnings per share
|
$
|
4.22
|
|
|
$
|
13.26
|
|
|
$
|
4.36
|
|
Diluted earnings per share from continuing operations
|
$
|
4.00
|
|
|
$
|
12.79
|
|
|
$
|
4.32
|
|
Diluted earnings per share from discontinued operations
|
0.19
|
|
|
0.32
|
|
|
—
|
|
|||
Diluted earnings per share
|
$
|
4.19
|
|
|
$
|
13.11
|
|
|
$
|
4.32
|
|
|
|
|
|
|
|
||||||
Weighted Average Shares Outstanding (000’s):
|
|
|
|
|
|
||||||
Basic shares outstanding
|
541,094
|
|
|
330,401
|
|
|
286,261
|
|
|||
Diluted shares outstanding
|
545,170
|
|
|
334,127
|
|
|
289,114
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
NET INCOME (INCLUDING NONCONTROLLING INTERESTS)
|
$
|
2,381
|
|
|
$
|
4,405
|
|
|
$
|
1,308
|
|
|
|
|
|
|
|
||||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
||||||
Translation adjustments:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
118
|
|
|
(401
|
)
|
|
433
|
|
|||
Reclassifications to net income (Note 4)
|
12
|
|
|
318
|
|
|
—
|
|
|||
Income taxes
|
3
|
|
|
7
|
|
|
92
|
|
|||
Translation adjustments
|
133
|
|
|
(76
|
)
|
|
525
|
|
|||
Funded status - retirement obligations (Note 18):
|
|
|
|
|
|
||||||
Retirement program remeasurements
|
(852
|
)
|
|
(260
|
)
|
|
(39
|
)
|
|||
Reclassifications to net income
|
154
|
|
|
94
|
|
|
55
|
|
|||
Income taxes
|
154
|
|
|
(55
|
)
|
|
(5
|
)
|
|||
Funded status - retirement obligations
|
(544
|
)
|
|
(221
|
)
|
|
11
|
|
|||
Derivative instruments (Note 14):
|
|
|
|
|
|
||||||
Current year unrealized gain (loss)
|
(32
|
)
|
|
—
|
|
|
—
|
|
|||
Reclassifications to net income
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Income taxes
|
7
|
|
|
—
|
|
|
—
|
|
|||
Derivative instruments
|
(25
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Securities (Note 9):
|
|
|
|
|
|
||||||
Current year unrealized gain (loss)
|
1
|
|
|
(1
|
)
|
|
—
|
|
|||
Reclassifications to net income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|||
Securities
|
1
|
|
|
(1
|
)
|
|
—
|
|
|||
TOTAL OTHER COMPREHENSIVE INCOME (LOSS)
|
(435
|
)
|
|
(299
|
)
|
|
536
|
|
|||
|
|
|
|
|
|
||||||
COMPREHENSIVE INCOME (INCLUDING NONCONTROLLING INTERESTS)
|
1,946
|
|
|
4,106
|
|
|
1,844
|
|
|||
Less: noncontrolling interests
|
(19
|
)
|
|
(83
|
)
|
|
(95
|
)
|
|||
COMPREHENSIVE INCOME - LINDE PLC
|
$
|
1,927
|
|
|
$
|
4,023
|
|
|
$
|
1,749
|
|
December 31,
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,700
|
|
|
$
|
4,466
|
|
Accounts receivable – net
|
4,322
|
|
|
4,297
|
|
||
Contract assets
|
368
|
|
|
283
|
|
||
Inventories
|
1,697
|
|
|
1,651
|
|
||
Assets held for sale
|
125
|
|
|
5,498
|
|
||
Prepaid and other current assets
|
1,140
|
|
|
1,077
|
|
||
Total Current Assets
|
10,352
|
|
|
17,272
|
|
||
Property, plant and equipment – net
|
29,064
|
|
|
29,717
|
|
||
Equity investments
|
2,027
|
|
|
1,838
|
|
||
Goodwill
|
27,019
|
|
|
26,874
|
|
||
Other intangible assets – net
|
16,137
|
|
|
16,223
|
|
||
Other long-term assets
|
2,013
|
|
|
1,462
|
|
||
Total Assets
|
$
|
86,612
|
|
|
$
|
93,386
|
|
Liabilities and Equity
|
|
|
|
||||
Accounts payable
|
$
|
3,266
|
|
|
$
|
3,219
|
|
Short-term debt
|
1,732
|
|
|
1,485
|
|
||
Current portion of long-term debt
|
1,531
|
|
|
1,523
|
|
||
Contract liabilities
|
1,758
|
|
|
1,546
|
|
||
Accrued taxes
|
370
|
|
|
657
|
|
||
Liabilities of assets held for sale
|
2
|
|
|
768
|
|
||
Other current liabilities
|
3,501
|
|
|
3,758
|
|
||
Total Current Liabilities
|
12,160
|
|
|
12,956
|
|
||
Long-term debt
|
10,693
|
|
|
12,288
|
|
||
Other long-term liabilities
|
4,888
|
|
|
3,435
|
|
||
Deferred credits
|
7,236
|
|
|
7,611
|
|
||
Total Liabilities
|
34,977
|
|
|
36,290
|
|
||
Commitments and contingencies (Note 19)
|
|
|
|
||||
Redeemable noncontrolling interests
|
113
|
|
|
16
|
|
||
Linde plc Shareholders’ Equity:
|
|
|
|
||||
Ordinary shares (€0.001 par value, authorized 1,750,000,000 shares, 2019 issued: 552,012,862 ordinary shares; 2018 issued: 551,310,272 ordinary shares)
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
40,201
|
|
|
40,151
|
|
||
Retained earnings
|
16,842
|
|
|
16,529
|
|
||
Accumulated other comprehensive income (loss)
|
(4,814
|
)
|
|
(4,456
|
)
|
||
Less: Treasury stock, at cost (2019 – 17,632,318 shares and
2018 – 4,068,642 shares)
|
(3,156
|
)
|
|
(629
|
)
|
||
Total Linde plc Shareholders’ Equity
|
49,074
|
|
|
51,596
|
|
||
Noncontrolling interests
|
2,448
|
|
|
5,484
|
|
||
Total Equity
|
51,522
|
|
|
57,080
|
|
||
Total Liabilities and Equity
|
$
|
86,612
|
|
|
$
|
93,386
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Increase (Decrease) in Cash and Cash Equivalents
|
|
|
|
|
|
||||||
Operations
|
|
|
|
|
|
||||||
Net income – Linde plc
|
$
|
2,285
|
|
|
$
|
4,381
|
|
|
$
|
1,247
|
|
Less: income from discontinued operations, net of tax and noncontrolling interests
|
(102
|
)
|
|
(108
|
)
|
|
—
|
|
|||
Add: Noncontrolling interests from continuing operations
|
89
|
|
|
15
|
|
|
61
|
|
|||
Income from continuing operations (including noncontrolling interests)
|
$
|
2,272
|
|
|
$
|
4,288
|
|
|
$
|
1,308
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Cost Reduction Programs and other charges, net of payments
|
(236
|
)
|
|
40
|
|
|
26
|
|
|||
Amortization of merger-related inventory step-up
|
12
|
|
|
368
|
|
|
—
|
|
|||
Tax Act income tax charge, net
|
—
|
|
|
(61
|
)
|
|
394
|
|
|||
Depreciation and amortization
|
4,675
|
|
|
1,830
|
|
|
1,184
|
|
|||
Deferred income taxes, excluding Tax Act
|
(303
|
)
|
|
(187
|
)
|
|
136
|
|
|||
Share-based compensation
|
95
|
|
|
62
|
|
|
59
|
|
|||
Net gain on sale of businesses, net of tax
|
(108
|
)
|
|
(2,923
|
)
|
|
—
|
|
|||
Non-cash charges and other
|
(127
|
)
|
|
175
|
|
|
43
|
|
|||
Working capital
|
|
|
|
|
|
||||||
Accounts receivable
|
80
|
|
|
(124
|
)
|
|
(92
|
)
|
|||
Contract assets and liabilities, net
|
87
|
|
|
—
|
|
|
—
|
|
|||
Inventory
|
(81
|
)
|
|
(4
|
)
|
|
(22
|
)
|
|||
Prepaid and other current assets
|
(72
|
)
|
|
43
|
|
|
(66
|
)
|
|||
Payables and accruals
|
(174
|
)
|
|
287
|
|
|
22
|
|
|||
Pension contributions
|
(94
|
)
|
|
(87
|
)
|
|
(19
|
)
|
|||
Long-term assets, liabilities and other
|
93
|
|
|
(53
|
)
|
|
68
|
|
|||
Net cash provided by operating activities
|
6,119
|
|
|
3,654
|
|
|
3,041
|
|
|||
Investing
|
|
|
|
|
|
||||||
Capital expenditures
|
(3,682
|
)
|
|
(1,883
|
)
|
|
(1,311
|
)
|
|||
Acquisitions, net of cash acquired
|
(225
|
)
|
|
(25
|
)
|
|
(33
|
)
|
|||
Divestitures and asset sales, net of cash divested
|
5,096
|
|
|
5,908
|
|
|
30
|
|
|||
Cash acquired in merger transaction
|
—
|
|
|
1,363
|
|
|
—
|
|
|||
Net cash provided by (used for) investing activities
|
1,189
|
|
|
5,363
|
|
|
(1,314
|
)
|
|||
Financing
|
|
|
|
|
|
||||||
Short-term debt borrowings (repayments) – net
|
224
|
|
|
208
|
|
|
(199
|
)
|
|||
Long-term debt borrowings
|
99
|
|
|
8
|
|
|
11
|
|
|||
Long-term debt repayments
|
(1,583
|
)
|
|
(3,124
|
)
|
|
(583
|
)
|
|||
Issuances of ordinary shares
|
72
|
|
|
77
|
|
|
120
|
|
|||
Purchases of ordinary shares
|
(2,658
|
)
|
|
(599
|
)
|
|
(12
|
)
|
|||
Cash dividends – Linde plc shareholders
|
(1,891
|
)
|
|
(1,166
|
)
|
|
(901
|
)
|
|||
Noncontrolling interest transactions and other
|
(3,260
|
)
|
|
(402
|
)
|
|
(92
|
)
|
|||
Net cash used for financing activities
|
(8,997
|
)
|
|
(4,998
|
)
|
|
(1,656
|
)
|
|||
Discontinued Operations
|
|
|
|
|
|
||||||
Cash provided by operating activities
|
$
|
69
|
|
|
$
|
48
|
|
|
$
|
—
|
|
Cash used for investing activities
|
(60
|
)
|
|
(23
|
)
|
|
—
|
|
|||
Cash provided by financing activities
|
5
|
|
|
2
|
|
|
—
|
|
|||
Net cash provided by discontinued operations
|
14
|
|
|
27
|
|
|
—
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(77
|
)
|
|
(60
|
)
|
|
22
|
|
|||
Change in cash and cash equivalents
|
(1,752
|
)
|
|
3,986
|
|
|
93
|
|
|||
Cash and cash equivalents, beginning-of-period
|
4,466
|
|
|
617
|
|
|
524
|
|
|||
Cash and cash equivalents, including discontinued operations
|
$
|
2,714
|
|
|
$
|
4,603
|
|
|
$
|
617
|
|
Cash and cash equivalents of discontinued operations
|
(14
|
)
|
|
(137
|
)
|
|
—
|
|
|||
Cash and cash equivalents, end-of-period
|
$
|
2,700
|
|
|
$
|
4,466
|
|
|
$
|
617
|
|
|
|
|
|
|
|
||||||
Supplemental Data
|
|
|
|
|
|
||||||
Income taxes paid
|
$
|
1,357
|
|
|
$
|
757
|
|
|
$
|
565
|
|
Interest paid, net of capitalized interest (Note 9)
|
$
|
275
|
|
|
$
|
214
|
|
|
$
|
184
|
|
|
Linde plc Shareholders’ Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
Ordinary shares
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive
Income (Loss)
(Note 9)
|
|
Treasury Stock
|
|
Linde plc
Shareholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total Equity
|
||||||||||||||||||||||
Activity
|
Shares
|
|
Amounts
|
|
Shares
|
|
Amounts
|
|
|||||||||||||||||||||||||||||
Balance, December 31, 2016
|
383,231
|
|
|
$
|
4
|
|
|
$
|
4,074
|
|
|
$
|
12,879
|
|
|
$
|
(4,600
|
)
|
|
98,330
|
|
|
$
|
(7,336
|
)
|
|
$
|
5,021
|
|
|
$
|
420
|
|
|
$
|
5,441
|
|
Net Income
|
|
|
|
|
|
|
1,247
|
|
|
|
|
|
|
|
|
1,247
|
|
|
59
|
|
|
1,306
|
|
||||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
502
|
|
|
|
|
|
|
502
|
|
|
34
|
|
|
536
|
|
||||||||||||||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Dividends and other capital reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(35
|
)
|
|
(35
|
)
|
|||||||||||||||
Additions (Reductions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
15
|
|
|
15
|
|
|||||||||||||||
Redemption value adjustments (Note 16)
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
(1
|
)
|
|||||||||||||||
Dividends ($3.15 per common share)
|
|
|
|
|
|
|
(901
|
)
|
|
|
|
|
|
|
|
(901
|
)
|
|
|
|
(901
|
)
|
|||||||||||||||
Issuances of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
For the dividend reinvestment and stock purchase plan
|
|
|
|
|
|
|
|
|
|
|
(50
|
)
|
|
7
|
|
|
7
|
|
|
|
|
7
|
|
||||||||||||||
For employee savings and incentive plans
|
|
|
|
|
(49
|
)
|
|
|
|
|
|
(1,835
|
)
|
|
134
|
|
|
85
|
|
|
|
|
85
|
|
|||||||||||||
Purchases of common stock
|
|
|
|
|
|
|
|
|
|
|
9
|
|
|
(1
|
)
|
|
(1
|
)
|
|
|
|
(1
|
)
|
||||||||||||||
Share-based compensation
|
|
|
|
|
59
|
|
|
|
|
|
|
|
|
|
|
59
|
|
|
|
|
59
|
|
|||||||||||||||
Balance, December 31, 2017
|
383,231
|
|
|
$
|
4
|
|
|
$
|
4,084
|
|
|
$
|
13,224
|
|
|
$
|
(4,098
|
)
|
|
96,454
|
|
|
$
|
(7,196
|
)
|
|
$
|
6,018
|
|
|
$
|
493
|
|
|
$
|
6,511
|
|
Net Income
|
|
|
|
|
|
|
4,381
|
|
|
|
|
|
|
|
|
4,381
|
|
|
21
|
|
|
4,402
|
|
||||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
(265
|
)
|
|
|
|
|
|
(265
|
)
|
|
59
|
|
|
(206
|
)
|
||||||||||||||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Dividends and other capital reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(49
|
)
|
|
(49
|
)
|
|||||||||||||||
Additions (Reductions)
|
|
|
|
|
(127
|
)
|
|
|
|
|
|
|
|
|
|
(127
|
)
|
|
(186
|
)
|
|
(313
|
)
|
||||||||||||||
Redemption value adjustments (Note 16)
|
|
|
|
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
(3
|
)
|
|
|
|
(3
|
)
|
|||||||||||||||
Dividends ($3.30 per common share)
|
|
|
|
|
|
|
(1,166
|
)
|
|
|
|
|
|
|
|
(1,166
|
)
|
|
|
|
(1,166
|
)
|
|
Linde plc Shareholders’ Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
Ordinary shares
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive
Income (Loss)
(Note 9)
|
|
Treasury Stock
|
|
Linde plc
Shareholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total Equity
|
||||||||||||||||||||||
Activity
|
Shares
|
|
Amounts
|
|
Shares
|
|
Amounts
|
|
|||||||||||||||||||||||||||||
Issuances of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
For the dividend reinvestment and stock purchase plan
|
|
|
|
|
|
|
|
|
|
|
(31
|
)
|
|
5
|
|
|
5
|
|
|
|
|
5
|
|
||||||||||||||
For employee savings and incentive plans
|
255
|
|
|
—
|
|
|
(46
|
)
|
|
|
|
|
|
(1,109
|
)
|
|
79
|
|
|
33
|
|
|
|
|
33
|
|
|||||||||||
Purchases of common stock
|
|
|
|
|
|
|
|
|
|
|
4,079
|
|
|
(630
|
)
|
|
(630
|
)
|
|
|
|
(630
|
)
|
||||||||||||||
Share-based compensation
|
|
|
|
|
62
|
|
|
|
|
|
|
|
|
|
|
62
|
|
|
|
|
62
|
|
|||||||||||||||
Tax Act Reclassification (Note 7)
|
|
|
|
|
|
|
$
|
93
|
|
|
$
|
(93
|
)
|
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
||||||||||
Impact of merger (Notes 3 and 16)
|
167,824
|
|
|
$
|
(3
|
)
|
|
$
|
36,178
|
|
|
|
|
|
|
(95,324
|
)
|
|
$
|
7,113
|
|
|
$
|
43,288
|
|
|
$
|
5,146
|
|
|
$
|
48,434
|
|
||||
Balance, December 31, 2018
|
551,310
|
|
|
$
|
1
|
|
|
$
|
40,151
|
|
|
$
|
16,529
|
|
|
$
|
(4,456
|
)
|
|
4,069
|
|
|
$
|
(629
|
)
|
|
$
|
51,596
|
|
|
$
|
5,484
|
|
|
$
|
57,080
|
|
Net Income available for Linde plc shareholders
|
|
|
|
|
|
|
2,285
|
|
|
|
|
|
|
|
|
2,285
|
|
|
94
|
|
|
2,379
|
|
||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
(358
|
)
|
|
|
|
|
|
(358
|
)
|
|
(77
|
)
|
|
(435
|
)
|
||||||||||||||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Dividends and other capital reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(132
|
)
|
|
(132
|
)
|
|||||||||||||||
Additions (Reductions) - (Note 16)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(2,921
|
)
|
|
(2,921
|
)
|
|||||||||||||||
Redemption value adjustments (Note 16)
|
|
|
|
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
(8
|
)
|
|
|
|
(8
|
)
|
|||||||||||||||
Dividends ($3.50 per common share)
|
|
|
|
|
|
|
(1,891
|
)
|
|
|
|
|
|
|
|
(1,891
|
)
|
|
|
|
(1,891
|
)
|
|||||||||||||||
Issuances of ordinary shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
For the dividend reinvestment and stock purchase plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
For employee savings and incentive plans
|
703
|
|
|
—
|
|
|
(45
|
)
|
|
(73
|
)
|
|
|
|
(770
|
)
|
|
127
|
|
|
9
|
|
|
|
|
9
|
|
||||||||||
Purchases of ordinary shares
|
|
|
|
|
|
|
|
|
|
|
14,333
|
|
|
(2,654
|
)
|
|
(2,654
|
)
|
|
|
|
(2,654
|
)
|
||||||||||||||
Share-based compensation
|
|
|
|
|
95
|
|
|
|
|
|
|
|
|
|
|
95
|
|
|
|
|
95
|
|
|||||||||||||||
Balance, December 31, 2019
|
552,013
|
|
|
$
|
1
|
|
|
$
|
40,201
|
|
|
$
|
16,842
|
|
|
$
|
(4,814
|
)
|
|
17,632
|
|
|
$
|
(3,156
|
)
|
|
$
|
49,074
|
|
|
$
|
2,448
|
|
|
$
|
51,522
|
|
•
|
Leases – In February 2016, the FASB issued updated guidance on the accounting and financial statement presentation of leases. The new guidance requires lessees to recognize a right-of-use asset and lease liability for all leases, except those that meet certain scope exceptions, and requires expanded quantitative and qualitative disclosures. This guidance is effective beginning in 2019 and requires companies to transition using a modified retrospective approach. Linde has applied the practical expedient which allows prospective transition to the new lease accounting standard on January 1, 2019. The company elected the package of practical expedients relating to the reassessment of the lease portfolio pertaining to (i) whether expiring or existing contracts contain lease components, (ii) lease classification under ASC 842 and (iii) whether initial direct costs were capitalized under ASC 840. The company further implemented internal controls and key system functionality to enable the preparation of financial information on adoption.
|
•
|
Derivatives and Hedging - In August 2017, the FASB issued updated guidance on accounting for hedging activities. The new guidance simplifies hedge effectiveness documentation requirements, changes both the designation and measurement for qualifying hedging relationships and the presentation of hedge results. This guidance was effective for the company beginning in the first quarter of 2019. The adoption of the standard had an immaterial impact on the consolidated financial statements.
|
•
|
Credit Losses on Financial Instruments – In June 2016, the FASB issued an update on the measurement of credit losses. The guidance introduces a new accounting model for expected credit losses on financial instruments, including trade receivables, based on estimates of current expected credit losses. This guidance will be effective for the company beginning in the first quarter 2020 and requires companies to apply the change in accounting on a prospective basis. The company is currently evaluating the impact this update will have on the consolidated financial statements and does not expect this guidance to have a material impact.
|
•
|
Simplifying the Test for Goodwill Impairment – In January 2017, the FASB issued updated guidance on the measurement of goodwill. The new guidance eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. The guidance will be effective for the company beginning in the first quarter 2020 with early adoption permitted. The company does not expect this guidance to have a material impact.
|
•
|
Fair Value Measurement Disclosures - In August 2018, the FASB issued guidance that modifies the disclosure requirements for fair value measurements. The guidance is effective in fiscal year 2020, with early adoption permitted. Certain amendments must be applied prospectively while other amendments must be applied retrospectively. The company is evaluating the impact this guidance will have on the disclosures in the notes to the consolidated financial statements.
|
•
|
Retirement Benefit Disclosures - In August 2018, the FASB issued guidance that modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement benefit plans. The guidance is effective in fiscal year 2021, with early adoption permitted, and must be applied on a retrospective basis. The company is evaluating the impact this guidance will have on the disclosures in the notes to the consolidated financial statements.
|
|
(i)
|
Number of Linde AG shares tendered in the 2017 Exchange Offer.
|
|
(ii)
|
Exchange ratio for Linde AG shares as set forth in the business combination agreement.
|
|
(iii)
|
Closing price of Praxair shares on the New York Stock Exchange prior to the effective time of the business combination on October 31, 2018.
|
Millions of dollars
|
Fair Value
|
||
Assets
|
|
||
Cash and cash equivalents
|
$
|
1,360
|
|
Accounts receivable – net
|
2,857
|
|
|
Inventories
|
1,439
|
|
|
Assets held for sale
|
5,375
|
|
|
Prepaid and other current assets
|
1,251
|
|
|
Property, plant and equipment
|
18,974
|
|
|
Equity investments
|
1,521
|
|
|
Goodwill
|
24,256
|
|
|
Other intangible assets
|
16,250
|
|
|
Other long-term assets
|
805
|
|
|
Total Assets Acquired
|
$
|
74,088
|
|
Less: Liabilities Assumed
|
|
||
Accounts payable
|
$
|
3,360
|
|
Short-term debt
|
1,177
|
|
|
Current portion of long-term debt
|
1,864
|
|
|
Accrued taxes
|
159
|
|
|
Liabilities of assets held for sale
|
676
|
|
|
Other current liabilities
|
3,058
|
|
|
Long-term debt
|
6,295
|
|
|
Other long-term liabilities
|
2,009
|
|
|
Deferred credits, including deferred income taxes
|
6,834
|
|
|
Total Liabilities Assumed
|
$
|
25,432
|
|
Less: Redeemable noncontrolling interests
|
92
|
|
|
Less: Noncontrolling interests
|
5,276
|
|
|
Purchase Price (i)
|
$
|
43,288
|
|
|
(i)
|
See above for the calculation of the purchase price.
|
Property, plant and equipment ("PP&E")
|
(in millions)
|
|||
Production plants
|
$
|
10,358
|
|
|
Storage tanks
|
1,807
|
|
||
Transportation equipment and other
|
543
|
|
||
Cylinders
|
2,487
|
|
||
Buildings
|
1,953
|
|
||
Land and improvements
|
677
|
|
||
Construction in progress
|
1,149
|
|
||
Fair value of PP&E
|
$
|
18,974
|
|
|
Weighted Average Amortization Period (in years)
|
|
(in millions)
|
|||
Identifiable intangible assets
|
|
|
|
|||
|
Customer relationships
|
29
|
|
$
|
12,550
|
|
|
Linde brand
|
Indefinite
|
|
1,868
|
|
|
|
Brands/Tradenames
|
28
|
|
845
|
|
|
|
Other intangibles
|
18
|
|
987
|
|
|
Fair value of identifiable intangible assets
|
28
|
|
$
|
16,250
|
|
Millions of dollars
Linde AG Results of Operations
|
November 1, - December 31, 2018
|
||
Sales
|
$
|
2,873
|
|
Income (loss) from continuing operations*
|
$
|
(385
|
)
|
Millions of dollars
|
2018
|
|
2017
|
||||
Sales (a)
|
$
|
29,774
|
|
|
$
|
28,449
|
|
Income from continuing operations
|
$
|
4,739
|
|
|
$
|
871
|
|
•
|
The Società Italiana Acetilene e Derivati S.p.A. ("SIAD") Sale and Purchase Agreement dated December 5, 2017 whereby Praxair agreed, inter alia, to sell its 34% non-controlling participation in its Italian joint venture SIAD to its joint venture partner Flow Fin in exchange for Flow Fin’s 40% non-controlling participation in Praxair’s majority-owned Italian joint venture, Rivoira S.p.A., and cash payment of a net purchase price of €90 million ($102 million as of October 31, 2018) by Praxair to Flow Fin. This transaction was completed on October 31, 2018, and;
|
•
|
The Praxair Europe Sale and Purchase Agreement dated July 5, 2018 pursuant to which Praxair sold the majority of its European businesses to Taiyo Nippon Sanso Corporation for €5,000 million in cash consideration ($5,700 million at December 3, 2018), reduced by estimated normal closing adjustments of €86 million ($96 million). These transactions were completed on December 3, 2018.
|
Millions of dollars
|
Carrying Value
|
||
Assets
|
|
||
Cash and cash equivalents
|
$
|
38
|
|
Accounts receivable – net
|
311
|
|
|
Inventories
|
67
|
|
|
Prepaid and other current assets
|
22
|
|
|
Property, plant and equipment – net
|
1,342
|
|
|
Equity investments
|
234
|
|
|
Goodwill
|
620
|
|
|
Other intangible assets – net
|
115
|
|
|
Other long-term assets
|
36
|
|
|
Total Assets Divested
|
$
|
2,785
|
|
Liabilities
|
|
||
Accounts payable
|
$
|
215
|
|
Accrued taxes
|
27
|
|
|
Other current liabilities
|
111
|
|
|
Long-term debt
|
2
|
|
|
Other long-term liabilities
|
92
|
|
|
Deferred credits
|
174
|
|
|
Total Liabilities Divested
|
$
|
621
|
|
Noncontrolling interests
|
$
|
200
|
|
Accumulated other comprehensive income (loss)
|
|
||
Pension/OPEB funded status obligation, net of taxes
|
(8
|
)
|
|
Cumulative translation adjustment, net of taxes
|
(318
|
)
|
|
Net Assets Divested
|
$
|
2,290
|
|
•
|
The Linde AG Americas Sales and Purchase Agreement, dated July 16, 2018, as and further amended on September 22, 2018, October 19, 2018, and February 20, 2019 whereby Linde AG and Praxair, Inc. entered into an agreement with a consortium comprising companies of the German industrial gases manufacturer Messer Group and CVC Capital Partners Fund VII to sell the majority of Linde AG’s industrial gases business in North America and certain industrial gases business activities of Linde AG's in South America for $2.9 billion in cash consideration after purchase price adjustments for certain items relating to assets and liabilities of the sold businesses. In addition, divestitures include $0.5 billion of proceeds for incremental plant sales within the Americas under other agreements. These transactions were completed on March 1, 2019.
|
•
|
On April 30, 2019, Linde completed the sale of select assets of Linde Korea to IMM Private Equity Inc., to satisfy requirements of the Korea Fair Trade Commission. The assets divested include bulk and on-site business in Giheung, Pohang and Seosansites as well as oxygen and nitrogen on-site generators. The sale price of $1.2 billion is subject to customary adjustments.
|
•
|
On December 16, 2019, Linde completed the sale of select assets of Linde India with a sale price of $193 million.
|
Millions of dollars
|
|
Carrying Value
|
||
Assets
|
|
|
||
Cash and cash equivalents
|
|
$
|
200
|
|
Accounts receivable – net
|
|
479
|
|
|
Inventories
|
|
181
|
|
|
Prepaid and other current assets
|
|
409
|
|
|
Property, plant and equipment – net
|
|
1,590
|
|
|
Equity investments
|
|
37
|
|
|
Goodwill
|
|
3
|
|
|
Other intangible assets – net
|
|
10
|
|
|
Other long-term assets
|
|
76
|
|
|
Asset adjustments for estimated fair value
|
|
1,650
|
|
|
Total Assets Divested
|
|
$
|
4,635
|
|
Liabilities
|
|
|
||
Accounts payable
|
|
$
|
94
|
|
Accrued taxes
|
|
60
|
|
|
Other current liabilities
|
|
767
|
|
|
Long-term debt
|
|
2
|
|
|
Other long-term liabilities
|
|
98
|
|
|
Deferred credits
|
|
177
|
|
|
Total Liabilities Divested
|
|
$
|
1,198
|
|
Cumulative translation adjustment, net of taxes
|
|
12
|
|
|
Net Assets Divested
|
|
$
|
3,449
|
|
Millions of dollars
|
|
Carrying Value
|
||
Assets
|
|
|
||
Accounts receivable – net
|
|
$
|
27
|
|
Inventories
|
|
16
|
|
|
Property, plant and equipment – net
|
|
389
|
|
|
Asset adjustments for estimated fair value
|
|
879
|
|
|
Total Assets Divested
|
|
$
|
1,311
|
|
Liabilities
|
|
|
||
Accounts payable
|
|
$
|
2
|
|
Accrued taxes
|
|
12
|
|
|
Other current liabilities
|
|
29
|
|
|
Long-term debt
|
|
6
|
|
|
Other long-term liabilities
|
|
3
|
|
|
Deferred credits
|
|
31
|
|
|
Total Liabilities Divested
|
|
$
|
83
|
|
Net Assets Divested
|
|
$
|
1,228
|
|
Millions of dollars
|
2019
|
November 1, - December 31, 2018
|
||||
Net sales
|
$
|
449
|
|
$
|
388
|
|
Cost of sales
|
251
|
|
173
|
|
||
Other operating costs
|
43
|
|
90
|
|
||
Operating profit
|
$
|
155
|
|
$
|
125
|
|
Income from equity investments
|
8
|
|
1
|
|
||
Income taxes
|
54
|
|
9
|
|
||
Income from discontinued operations, net of tax
|
$
|
109
|
|
$
|
117
|
|
Noncontrolling interests
|
(7
|
)
|
(9
|
)
|
||
Income from discontinued operations, net of tax and noncontrolling interests
|
$
|
102
|
|
$
|
108
|
|
|
|
|||||
Millions of dollars
|
December 31, 2019
|
December 31, 2018
|
||||
Assets
|
|
|
||||
Cash and cash equivalents
|
$
|
4
|
|
$
|
182
|
|
Accounts receivable – net
|
2
|
|
297
|
|
||
Inventories
|
—
|
|
209
|
|
||
Prepaid and other current assets
|
—
|
|
54
|
|
||
Property, plant and equipment – net
|
1
|
|
2,005
|
|
||
Other Assets
|
43
|
|
187
|
|
||
Asset adjustments for estimated fair value (Note 3)
|
75
|
|
2,564
|
|
||
Total Assets Classified as Assets Held for Sale
|
$
|
125
|
|
$
|
5,498
|
|
Liabilities
|
|
|
||||
Accounts payable
|
2
|
|
125
|
|
||
Deferred credits
|
—
|
|
206
|
|
||
Other liabilities
|
—
|
|
437
|
|
||
Total Liabilities Classified as Assets Held for Sale
|
2
|
|
768
|
|
||
Net Assets Classified as Held for Sale
|
$
|
123
|
|
$
|
4,730
|
|
|
Year Ended December 31, 2019
|
||||||||||||||||||
(millions of dollars)
|
Severance costs
|
|
Other cost reduction charges
|
|
Total cost reduction program related charges
|
|
Transaction related and other charges
|
|
Total
|
||||||||||
Americas
|
$
|
36
|
|
|
$
|
20
|
|
|
56
|
|
|
34
|
|
|
$
|
90
|
|
||
EMEA
|
105
|
|
|
16
|
|
|
121
|
|
|
21
|
|
|
142
|
|
|||||
APAC
|
40
|
|
|
10
|
|
|
50
|
|
|
72
|
|
|
122
|
|
|||||
Engineering
|
1
|
|
|
12
|
|
|
13
|
|
|
(9
|
)
|
|
4
|
|
|||||
Other
|
22
|
|
|
42
|
|
|
64
|
|
|
145
|
|
|
209
|
|
|||||
Total
|
$
|
204
|
|
|
$
|
100
|
|
|
$
|
304
|
|
|
$
|
263
|
|
|
$
|
567
|
|
(millions of dollars)
|
Severance costs
|
|
Other cost reduction charges
|
|
Total cost reduction program related charges
|
|
Transaction related and other charges
|
|
Total
|
||||||||||
2019 Cost Reduction Programs and Other Charges
|
$
|
204
|
|
|
$
|
100
|
|
|
$
|
304
|
|
|
$
|
263
|
|
|
$
|
567
|
|
Less: Cash payments
|
(91
|
)
|
|
(57
|
)
|
|
(148
|
)
|
|
(112
|
)
|
|
(260
|
)
|
|||||
Less: Non-cash charges
|
—
|
|
|
(21
|
)
|
|
(21
|
)
|
|
(78
|
)
|
|
(99
|
)
|
|||||
Foreign currency translation and other
|
4
|
|
|
(6
|
)
|
|
(2
|
)
|
|
(6
|
)
|
|
(8
|
)
|
|||||
Balance, December 31, 2019
|
$
|
117
|
|
|
$
|
16
|
|
|
$
|
133
|
|
|
$
|
67
|
|
|
$
|
200
|
|
(Millions of dollars)
|
|
December 31, 2019
|
|
Operating Leases
|
|
|
|
Operating lease right-of-use assets
|
|
1,025
|
|
|
|
|
|
Other current liabilities
|
|
260
|
|
Other long-term liabilities
|
|
716
|
|
Total operating lease liabilities
|
|
976
|
|
|
|
|
|
Finance Leases
|
|
|
|
Finance lease right-of-use assets
|
|
140
|
|
|
|
|
|
Current portion of long-term debt
|
|
32
|
|
Long Term debt
|
|
117
|
|
Total finance lease liabilities
|
|
149
|
|
|
|
December 31, 2019
|
|
Weighted average lease term (years)
|
|
7
|
|
Weighted average discount rate
|
|
2.97
|
%
|
Period
|
|
Operating Leases
|
|
Financing Leases
|
||||
2020
|
|
$
|
275
|
|
|
$
|
38
|
|
2021
|
|
208
|
|
|
31
|
|
||
2022
|
|
163
|
|
|
27
|
|
||
2023
|
|
110
|
|
|
18
|
|
||
2024
|
|
75
|
|
|
10
|
|
||
Thereafter
|
|
251
|
|
|
81
|
|
||
Total future undiscounted lease payments
|
|
1,082
|
|
|
205
|
|
||
Less imputed interest
|
|
(106
|
)
|
|
(56
|
)
|
||
Total reported lease liability
|
|
$
|
976
|
|
|
$
|
149
|
|
(Millions of dollars)
|
|
Operating Leases
|
||
2019
|
|
$
|
305
|
|
2020
|
|
236
|
|
|
2021
|
|
186
|
|
|
2022
|
|
145
|
|
|
2023
|
|
102
|
|
|
Thereafter
|
|
326
|
|
|
Total
|
|
$
|
1,300
|
|
(Millions of dollars)
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
$
|
1,161
|
|
|
$
|
931
|
|
|
$
|
1,003
|
|
Foreign (a)
|
1,766
|
|
|
4,118
|
|
|
1,284
|
|
|||
Total income before income taxes
|
$
|
2,927
|
|
|
$
|
5,049
|
|
|
$
|
2,287
|
|
(Millions of dollars)
Year Ended December 31,
|
2019 (a)
|
|
2018 (b)
|
|
2017 (c)
|
||||||
Current tax expense (benefit)
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
64
|
|
|
$
|
390
|
|
|
$
|
565
|
|
State and local
|
39
|
|
|
(7
|
)
|
|
84
|
|
|||
Foreign
|
969
|
|
|
620
|
|
|
374
|
|
|||
|
1,072
|
|
|
1,003
|
|
|
1,023
|
|
|||
Deferred tax expense (benefit)
|
|
|
|
|
|
||||||
U.S. federal
|
85
|
|
|
8
|
|
|
(221
|
)
|
|||
State and local
|
—
|
|
|
15
|
|
|
19
|
|
|||
Foreign
|
(388
|
)
|
|
(209
|
)
|
|
205
|
|
|||
|
(303
|
)
|
|
(186
|
)
|
|
3
|
|
|||
Total income taxes
|
$
|
769
|
|
|
$
|
817
|
|
|
$
|
1,026
|
|
(a)
|
2019 includes $70 million related to divestitures, foreign current tax expense of $48 million and foreign deferred tax expense of $22 million
|
(b)
|
2018 includes a benefit of $61 million related to the Tax Act (See below) and a charge of $371 million ($252 million U.S., $4 million state, $114 million foreign current tax expense and $1 million of U.S. deferred income tax expense) related to divestitures (See Note 4).
|
(c)
|
2017 includes a charge of $394 million related to the Tax Act (See below).
|
(Dollar amounts in millions)
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
U.S. statutory income tax
|
$
|
615
|
|
|
21.0
|
%
|
|
$
|
1,060
|
|
|
21.0
|
%
|
|
$
|
801
|
|
|
35.0
|
%
|
State and local taxes – net of federal benefit
|
31
|
|
|
1.1
|
%
|
|
30
|
|
|
0.6
|
%
|
|
32
|
|
|
1.4
|
%
|
|||
U.S. tax credits and deductions (a)
|
(31
|
)
|
|
(1.1
|
)%
|
|
(12
|
)
|
|
(0.2
|
)%
|
|
(27
|
)
|
|
(1.2
|
)%
|
|||
Foreign tax differentials (b)
|
113
|
|
|
3.9
|
%
|
|
57
|
|
|
1.1
|
%
|
|
(145
|
)
|
|
(6.3
|
)%
|
|||
Share-Based compensation
|
(41
|
)
|
|
(1.4
|
)%
|
|
(22
|
)
|
|
(0.4
|
)%
|
|
(35
|
)
|
|
(1.5
|
)%
|
|||
Tax Act
|
—
|
|
|
—
|
%
|
|
(61
|
)
|
|
(1.2
|
)%
|
|
394
|
|
|
17.2
|
%
|
|||
Divestitures (c)
|
36
|
|
|
1.2
|
%
|
|
(321
|
)
|
|
(6.4
|
)%
|
|
—
|
|
|
—
|
%
|
|||
Other – net (d)
|
46
|
|
|
1.6
|
%
|
|
86
|
|
|
1.7
|
%
|
|
6
|
|
|
0.3
|
%
|
|||
Provision for income taxes
|
$
|
769
|
|
|
26.3
|
%
|
|
$
|
817
|
|
|
16.2
|
%
|
|
$
|
1,026
|
|
|
44.9
|
%
|
(a)
|
U.S. tax credits and deductions relate to foreign derived intangible income in 2019 and 2018, the research and experimentation tax credit in 2019, 2018 and 2017 and manufacturing deduction in 2017.
|
(b)
|
Primarily related to differences between the U.S. tax rate (21% in 2019 and 2018 and 35% in 2017) and the statutory tax rate in the countries where the company operates. Other permanent items and tax rate changes were not significant.
|
(c)
|
Divestitures primarily relate to the sale of the company’s Indian business in 2019 and European business in 2018 (See Note 4).
|
(d)
|
Other - net includes $26 million and $34 million of U.S tax related to GILTI in 2019 and 2018, respectively and an increase in unrecognized tax benefits in Europe of $44 million in 2018.
|
(Millions of dollars)
December 31,
|
2019
|
|
2018
|
||||
Deferred tax liabilities
|
|
|
|
||||
Fixed assets
|
$
|
3,539
|
|
|
$
|
3,935
|
|
Goodwill
|
145
|
|
|
124
|
|
||
Other intangible assets
|
3,688
|
|
|
3,684
|
|
||
Subsidiary/equity investments
|
664
|
|
|
570
|
|
||
Other (a)
|
789
|
|
|
648
|
|
||
|
$
|
8,825
|
|
|
$
|
8,961
|
|
Deferred tax assets
|
|
|
|
||||
Carryforwards
|
$
|
441
|
|
|
$
|
526
|
|
Benefit plans and related (b)
|
721
|
|
|
575
|
|
||
Inventory
|
72
|
|
|
63
|
|
||
Accruals and other (c)
|
1,167
|
|
|
1,112
|
|
||
|
$
|
2,401
|
|
|
$
|
2,276
|
|
Less: Valuation allowances (d)
|
(222
|
)
|
|
(237
|
)
|
||
|
$
|
2,179
|
|
|
$
|
2,039
|
|
Net deferred tax liabilities
|
$
|
6,646
|
|
|
$
|
6,922
|
|
Recorded in the consolidated balance sheets as (Note 9):
|
|
|
|
||||
Other long-term assets
|
243
|
|
|
510
|
|
||
Deferred credits
|
6,889
|
|
|
7,432
|
|
||
|
$
|
6,646
|
|
|
$
|
6,922
|
|
(a)
|
Includes $255 million in 2019 related to right-of-use lease assets.
|
(b)
|
Includes deferred taxes of $446 million and $292 million in 2019 and 2018, respectively, related to pension / OPEB funded status (See Notes 9 and 18).
|
(c)
|
Includes $255 million related to lease liabilities in 2019 and $81 million and $104 million in 2019 and 2018, respectively, related to research and development costs.
|
(d)
|
Summary of valuation allowances relating to deferred tax assets follows (millions of dollars):
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Balance, January 1,
|
$
|
(237
|
)
|
|
$
|
(76
|
)
|
|
$
|
(132
|
)
|
|
Income tax (charge) benefit (i)
|
(31
|
)
|
|
(51
|
)
|
|
59
|
|
|||
|
Merger with Linde AG
|
18
|
|
|
(121
|
)
|
|
—
|
|
|||
|
Other, including write-offs (ii)
|
26
|
|
|
7
|
|
|
—
|
|
|||
|
Translation adjustments
|
2
|
|
|
4
|
|
|
(3
|
)
|
|||
|
Balance, December 31,
|
$
|
(222
|
)
|
|
$
|
(237
|
)
|
|
$
|
(76
|
)
|
(i)
|
2017 includes a $59 million benefit related to the utilization of foreign tax credits under the Tax Act.
|
(ii)
|
2019 includes $26 million related to the squeeze out of Linde AG (See Note 3).
|
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
||||||
Unrecognized income tax benefits, January 1
|
$
|
319
|
|
|
$
|
54
|
|
|
$
|
56
|
|
Additions for tax positions of prior years (a)
|
151
|
|
|
104
|
|
|
48
|
|
|||
Reductions for tax positions of prior years
|
(3
|
)
|
|
(7
|
)
|
|
(26
|
)
|
|||
Additions for current year tax positions (b)
|
33
|
|
|
179
|
|
|
—
|
|
|||
Reductions for settlements with taxing authorities (c)
|
(26
|
)
|
|
(3
|
)
|
|
(26
|
)
|
|||
Foreign currency translation and other
|
(2
|
)
|
|
(8
|
)
|
|
2
|
|
|||
Unrecognized income tax benefits, December 31
|
$
|
472
|
|
|
$
|
319
|
|
|
$
|
54
|
|
(a)
|
Increase primarily relates to tax positions in the United States and Europe, $66 million in 2019 related to the merger with Linde AG.
|
(b)
|
2018 includes $167 million related to the merger with Linde AG.
|
(c)
|
Settlements are uncertain tax positions that were effectively settled with the taxing authorities, including positions where the company has agreed to amend its tax returns to eliminate the uncertainty.
|
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator (Millions of dollars)
|
|
|
|
|
|
||||||
Income From Continuing Operations
|
$
|
2,183
|
|
|
$
|
4,273
|
|
|
$
|
1,247
|
|
Income from discontinued operations, net of tax
|
102
|
|
|
108
|
|
|
—
|
|
|||
Net Income – Linde plc
|
$
|
2,285
|
|
|
$
|
4,381
|
|
|
$
|
1,247
|
|
Denominator (Thousands of shares)
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
540,859
|
|
|
330,088
|
|
|
285,893
|
|
|||
Shares earned and issuable under compensation plans
|
235
|
|
|
313
|
|
|
368
|
|
|||
Weighted average shares used in basic earnings per share *
|
541,094
|
|
|
330,401
|
|
|
286,261
|
|
|||
Effect of dilutive securities
|
|
|
|
|
|
||||||
Stock options and awards
|
4,076
|
|
|
3,726
|
|
|
2,853
|
|
|||
Weighted average shares used in diluted earnings per share *
|
545,170
|
|
|
334,127
|
|
|
289,114
|
|
|||
Basic earnings per share from continuing operations
|
$
|
4.03
|
|
|
$
|
12.93
|
|
|
$
|
4.36
|
|
Basic earnings per share from discontinued operations
|
$
|
0.19
|
|
|
$
|
0.33
|
|
|
$
|
—
|
|
Basic Earnings Per Share
|
$
|
4.22
|
|
|
$
|
13.26
|
|
|
$
|
4.36
|
|
Diluted earnings per share from continuing operations
|
$
|
4.00
|
|
|
$
|
12.79
|
|
|
$
|
4.32
|
|
Diluted earnings per share from discontinued operations
|
$
|
0.19
|
|
|
$
|
0.32
|
|
|
$
|
—
|
|
Diluted Earnings Per Share
|
$
|
4.19
|
|
|
$
|
13.11
|
|
|
$
|
4.32
|
|
(Millions of dollars)
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Selling, General and Administrative
|
|
|
|
|
|
||||||
Selling
|
$
|
1,600
|
|
|
$
|
757
|
|
|
$
|
511
|
|
General and administrative
|
1,857
|
|
|
872
|
|
|
696
|
|
|||
|
$
|
3,457
|
|
|
$
|
1,629
|
|
|
$
|
1,207
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Depreciation and Amortization (a)
|
|
|
|
|
|
||||||
Depreciation
|
$
|
3,940
|
|
|
$
|
1,615
|
|
|
$
|
1,093
|
|
Amortization of intangibles (Note 12)
|
735
|
|
|
215
|
|
|
91
|
|
|||
Depreciation and Amortization
|
$
|
4,675
|
|
|
$
|
1,830
|
|
|
$
|
1,184
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Other Income (Expenses) – Net
|
|
|
|
|
|
||||||
Currency related net gains (losses)
|
$
|
(11
|
)
|
|
$
|
4
|
|
|
$
|
(3
|
)
|
Partnership income
|
8
|
|
|
8
|
|
|
6
|
|
|||
Severance expense
|
(7
|
)
|
|
(7
|
)
|
|
(6
|
)
|
|||
Asset divestiture gains (losses) – net
|
10
|
|
|
6
|
|
|
4
|
|
|||
Other – net
|
68
|
|
|
7
|
|
|
3
|
|
|||
|
$
|
68
|
|
|
$
|
18
|
|
|
$
|
4
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Interest Expense – Net
|
|
|
|
|
|
||||||
Interest incurred on debt
|
$
|
284
|
|
|
$
|
297
|
|
|
$
|
230
|
|
Interest income
|
(112
|
)
|
|
(80
|
)
|
|
(41
|
)
|
|||
Amortization on acquired debt
|
(96
|
)
|
|
(21
|
)
|
|
—
|
|
|||
Interest capitalized
|
(38
|
)
|
|
(20
|
)
|
|
(28
|
)
|
|||
Bond redemption (b)
|
—
|
|
|
26
|
|
|
—
|
|
|||
|
$
|
38
|
|
|
$
|
202
|
|
|
$
|
161
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Income Attributable to Noncontrolling Interests
|
|
|
|
|
|
||||||
Noncontrolling interests' operations (c)
|
$
|
87
|
|
|
$
|
12
|
|
|
$
|
59
|
|
Redeemable noncontrolling interests' operations (Note 16)
|
2
|
|
|
3
|
|
|
2
|
|
|||
Noncontrolling interests from continuing operations
|
$
|
89
|
|
|
$
|
15
|
|
|
$
|
61
|
|
Noncontrolling interests from discontinued operations
|
$
|
7
|
|
|
$
|
9
|
|
|
$
|
—
|
|
(Millions of dollars)
December 31,
|
2019
|
|
2018
|
||||
Accounts Receivable
|
|
|
|
||||
Trade and Other receivables
|
$
|
4,628
|
|
|
$
|
4,410
|
|
Less: allowance for doubtful accounts (d)
|
(306
|
)
|
|
(113
|
)
|
||
|
$
|
4,322
|
|
|
$
|
4,297
|
|
December 31,
|
2019
|
|
2018
|
||||
Inventories
|
|
|
|
||||
Raw materials and supplies
|
$
|
396
|
|
|
$
|
339
|
|
Work in process
|
331
|
|
|
321
|
|
||
Finished goods
|
970
|
|
|
991
|
|
||
|
$
|
1,697
|
|
|
$
|
1,651
|
|
December 31,
|
2019
|
|
2018
|
||||
Prepaid and Other Current Assets
|
|
|
|
||||
Prepaid and other deferred charges (e)
|
$
|
516
|
|
|
$
|
533
|
|
VAT recoverable
|
275
|
|
|
250
|
|
||
Unrealized gains on derivatives (Note 14)
|
85
|
|
|
66
|
|
||
Other
|
264
|
|
|
228
|
|
||
|
$
|
1,140
|
|
|
$
|
1,077
|
|
December 31,
|
2019
|
|
2018
|
||||
Other Long-term Assets
|
|
|
|
||||
Pension assets (Note 18)
|
$
|
78
|
|
|
$
|
140
|
|
Insurance contracts (f)
|
75
|
|
|
75
|
|
||
Long-term receivables, net (g)
|
150
|
|
|
135
|
|
||
Operating lease assets (Note 6)
|
1,025
|
|
|
—
|
|
||
Deposits
|
56
|
|
|
61
|
|
||
Investments carried at cost
|
40
|
|
|
76
|
|
||
Deferred charges
|
90
|
|
|
148
|
|
||
Deferred income taxes (Note 7)
|
243
|
|
|
510
|
|
||
Unrealized gains on derivatives (Note 14)
|
82
|
|
|
127
|
|
||
Other
|
174
|
|
|
190
|
|
||
|
$
|
2,013
|
|
|
$
|
1,462
|
|
December 31,
|
2019
|
|
2018
|
||||
Other Current Liabilities
|
|
|
|
||||
Accrued expenses
|
$
|
1,079
|
|
|
$
|
1,187
|
|
Payroll
|
619
|
|
|
658
|
|
||
VAT payable
|
268
|
|
|
235
|
|
||
Pension and postretirement (Note 18)
|
27
|
|
|
117
|
|
||
Interest payable
|
127
|
|
|
137
|
|
||
Operating lease liability (Note 6)
|
260
|
|
|
—
|
|
||
Employee benefit accrual
|
88
|
|
|
104
|
|
||
Insurance reserves
|
38
|
|
|
36
|
|
||
Unrealized losses on derivatives (Note 14)
|
54
|
|
|
36
|
|
||
Other
|
941
|
|
|
1,248
|
|
||
|
$
|
3,501
|
|
|
$
|
3,758
|
|
December 31,
|
2019
|
|
2018
|
||||
Other Long-term Liabilities
|
|
|
|
||||
Pension and postretirement (Note 18)
|
$
|
2,548
|
|
|
$
|
2,004
|
|
Tax liabilities for uncertain tax positions
|
342
|
|
|
191
|
|
||
Tax Act liabilities for deemed repatriation (Note 7)
|
235
|
|
|
265
|
|
||
Operating lease liability (Note 6)
|
716
|
|
|
—
|
|
||
Interest and penalties for uncertain tax positions (Note 7)
|
65
|
|
|
48
|
|
||
Insurance reserves
|
28
|
|
|
24
|
|
||
Asset retirement obligation
|
293
|
|
|
300
|
|
||
Unrealized losses on derivatives (Note 14)
|
45
|
|
|
43
|
|
||
Other
|
616
|
|
|
560
|
|
||
|
$
|
4,888
|
|
|
$
|
3,435
|
|
December 31,
|
2019
|
|
2018
|
||||
Deferred Credits
|
|
|
|
||||
Deferred income taxes (Note 7)
|
$
|
6,889
|
|
|
$
|
7,432
|
|
Other
|
347
|
|
|
179
|
|
||
|
$
|
7,236
|
|
|
$
|
7,611
|
|
December 31,
|
2019
|
|
2018
|
||||
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
||||
Cumulative translation adjustment - net of taxes:
|
|
|
|
||||
Americas (h)
|
$
|
(3,357
|
)
|
|
$
|
(3,375
|
)
|
EMEA (h)
|
(136
|
)
|
|
105
|
|
||
APAC (h)
|
(140
|
)
|
|
(114
|
)
|
||
Engineering
|
(29
|
)
|
|
40
|
|
||
Other
|
282
|
|
|
(246
|
)
|
||
|
(3,380
|
)
|
|
(3,590
|
)
|
||
Derivatives – net of taxes
|
(27
|
)
|
|
(2
|
)
|
||
Unrealized gain (loss) on securities
|
—
|
|
|
(1
|
)
|
||
Pension/OPEB funded status obligation (net of $446 million and $292 million tax benefit in 2019 and 2018) (Note 18)
|
(1,407
|
)
|
|
(863
|
)
|
||
|
$
|
(4,814
|
)
|
|
$
|
(4,456
|
)
|
(a)
|
Depreciation and amortization expense in 2019 include $1,298 million and $642 million, respectively, of Linde AG purchase accounting impacts. In 2018, depreciation and amortization expense include $225 million and $121 million, respectively, of Linde AG purchase accounting impacts.
|
(b)
|
In December 2018, Linde repaid $600 million of 4.50% notes due 2019 and €600 million of 1.50% notes due 2020 resulting in a $26 million interest charge ($20 million after-tax).
|
(c)
|
Noncontrolling interests from continuing operations includes a $1 million benefit and a $35 million charge in 2019 and 2018, respectively, related to the 8% of Linde AG Shares which were not tendered in the Exchange Offer. Linde AG completed the cash merger squeeze-out of all its minority shares on April 8, 2019 (see Note 3).
|
(d)
|
Provisions to the allowance for doubtful accounts were $170 million, $25 million, and $33 million in 2019, 2018, and 2017, respectively. The allowance activity in each period related primarily to write-offs of uncollectible amounts, net of recoveries and currency movements.
|
(e)
|
Includes estimated income tax payments of $115 million and $172 million in 2019 and 2018, respectively.
|
(f)
|
Consists primarily of insurance contracts and other investments to be utilized for non-qualified pension and OPEB obligations.
|
(g)
|
Long-term receivables are not material and are largely reserved. The balances at December 31, 2019 and 2018 are net of reserves of $44 million and $46 million, respectively. The amounts in both periods relate primarily to long-term notes receivable from customers and government receivables in Brazil. Collectability is reviewed regularly and uncollectible amounts are written-off as appropriate.
|
(h)
|
Americas consists of currency translation adjustments primarily in Canada, Mexico, and Brazil. EMEA relates primarily to Germany, the United Kingdom and Sweden. APAC relates primarily to China, Korea, India and Australia.
|
(Millions of dollars)
December 31,
|
|
Depreciable Lives (Yrs)
|
|
2019
|
|
2018
|
||||
Production plants (primarily 15-year life) (a)
|
|
10-20
|
|
$
|
25,493
|
|
|
$
|
24,726
|
|
Storage tanks
|
|
15-20
|
|
4,295
|
|
|
4,061
|
|
||
Transportation equipment and other
|
|
3-15
|
|
2,809
|
|
|
2,654
|
|
||
Cylinders
|
|
10-30
|
|
4,184
|
|
|
3,955
|
|
||
Buildings
|
|
25-40
|
|
3,162
|
|
|
3,083
|
|
||
Land and improvements (b)
|
|
0-20
|
|
1,229
|
|
|
1,162
|
|
||
Construction in progress
|
|
|
|
3,146
|
|
|
2,296
|
|
||
|
|
|
|
44,318
|
|
|
41,937
|
|
||
Less: accumulated depreciation
|
|
|
|
(15,254
|
)
|
|
(12,220
|
)
|
||
|
|
|
|
$
|
29,064
|
|
|
$
|
29,717
|
|
(Millions of dollars)
|
Americas
|
|
EMEA
|
|
APAC
|
|
Engineering
|
|
Other
|
|
Total
|
||||||||||||
Balance, December 31, 2017
|
$
|
2,306
|
|
|
$
|
695
|
|
|
$
|
59
|
|
|
$
|
—
|
|
|
$
|
173
|
|
|
$
|
3,233
|
|
Addition due to Merger (Note 3)
|
6,890
|
|
|
10,802
|
|
|
5,193
|
|
|
1,060
|
|
|
201
|
|
|
24,146
|
|
||||||
Acquisitions (Note 3)
|
5
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
5
|
|
||||||
Purchase adjustments & other
|
12
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
12
|
|
||||||
Foreign currency translation
|
(39
|
)
|
|
83
|
|
|
43
|
|
|
15
|
|
|
(4
|
)
|
|
98
|
|
||||||
Disposals (Note 4)
|
—
|
|
|
(620
|
)
|
|
—
|
|
|
|
|
|
—
|
|
|
(620
|
)
|
||||||
Balance, December 31, 2018
|
9,174
|
|
|
10,960
|
|
|
5,295
|
|
|
1,075
|
|
|
370
|
|
|
26,874
|
|
||||||
Acquisitions (Note 3)
|
135
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
135
|
|
||||||
Measurement period adjustments (Note 3)
|
(255
|
)
|
|
(636
|
)
|
|
(323
|
)
|
|
1,410
|
|
|
(42
|
)
|
|
154
|
|
||||||
Foreign currency translation
|
(12
|
)
|
|
(81
|
)
|
|
(15
|
)
|
|
(15
|
)
|
|
(21
|
)
|
|
(144
|
)
|
||||||
Balance, December 31, 2019
|
$
|
9,042
|
|
|
$
|
10,243
|
|
|
$
|
4,957
|
|
|
$
|
2,470
|
|
|
$
|
307
|
|
|
$
|
27,019
|
|
(Millions of dollars) For the year ended December 31, 2019
|
Customer Relationships
|
|
Brands/Tradenames
|
|
Other Intangible Assets
|
|
Total
|
||||||||
Cost:
|
|
|
|
|
|
|
|
||||||||
Balance, December 31, 2018
|
$
|
13,288
|
|
|
$
|
2,288
|
|
|
$
|
1,366
|
|
|
$
|
16,942
|
|
Additions (primarily acquisitions)
|
30
|
|
|
6
|
|
|
51
|
|
|
87
|
|
||||
Foreign currency translation
|
(59
|
)
|
|
(21
|
)
|
|
(11
|
)
|
|
(91
|
)
|
||||
Measurement period adjustments (Note 3)
|
(8
|
)
|
|
492
|
|
|
178
|
|
|
662
|
|
||||
Other *
|
(46
|
)
|
|
(1
|
)
|
|
28
|
|
|
(19
|
)
|
||||
Balance, December 31, 2019
|
13,205
|
|
|
2,764
|
|
|
1,612
|
|
|
17,581
|
|
||||
Less: accumulated amortization:
|
|
|
|
|
|
|
|
||||||||
Balance, December 31, 2018
|
(317
|
)
|
|
(22
|
)
|
|
(380
|
)
|
|
(719
|
)
|
||||
Amortization expense (Note 9)
|
(584
|
)
|
|
(47
|
)
|
|
(104
|
)
|
|
(735
|
)
|
||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Other *
|
16
|
|
|
—
|
|
|
(8
|
)
|
|
8
|
|
||||
Balance, December 31, 2019
|
(885
|
)
|
|
(69
|
)
|
|
(490
|
)
|
|
(1,444
|
)
|
||||
Net intangible asset balance at December 31, 2019
|
$
|
12,320
|
|
|
$
|
2,695
|
|
|
$
|
1,122
|
|
|
$
|
16,137
|
|
|
|
|
|
|
|
|
|
||||||||
(Millions of dollars) For the year ended December 31, 2018
|
Customer Relationships
|
|
Brands/Tradenames
|
|
Other Intangible Assets
|
|
Total
|
||||||||
Cost:
|
|
|
|
|
|
|
|
||||||||
Balance, December 31, 2017
|
$
|
772
|
|
|
$
|
46
|
|
|
$
|
619
|
|
|
$
|
1,437
|
|
Additions due to merger (Note 3)
|
12,555
|
|
|
2,226
|
|
|
811
|
|
|
15,592
|
|
||||
Additions (primarily acquisitions)
|
1
|
|
|
—
|
|
|
26
|
|
|
27
|
|
||||
Foreign currency translation
|
121
|
|
|
24
|
|
|
(9
|
)
|
|
136
|
|
||||
Disposals (Note 4)
|
(141
|
)
|
|
(8
|
)
|
|
(78
|
)
|
|
(227
|
)
|
||||
Other *
|
(20
|
)
|
|
—
|
|
|
(3
|
)
|
|
(23
|
)
|
||||
Balance, December 31, 2018
|
13,288
|
|
|
2,288
|
|
|
1,366
|
|
|
16,942
|
|
||||
Less: accumulated amortization:
|
|
|
|
|
|
|
|
||||||||
Balance, December 31, 2017
|
(260
|
)
|
|
(18
|
)
|
|
(374
|
)
|
|
(652
|
)
|
||||
Amortization expense (Note 9)
|
(135
|
)
|
|
(9
|
)
|
|
(71
|
)
|
|
(215
|
)
|
||||
Foreign currency translation
|
4
|
|
|
—
|
|
|
8
|
|
|
12
|
|
||||
Disposals (Note 4)
|
55
|
|
|
5
|
|
|
52
|
|
|
112
|
|
||||
Other *
|
19
|
|
|
—
|
|
|
5
|
|
|
24
|
|
||||
Balance, December 31, 2018
|
(317
|
)
|
|
(22
|
)
|
|
(380
|
)
|
|
(719
|
)
|
||||
Net balance at December 31, 2018
|
$
|
12,971
|
|
|
$
|
2,266
|
|
|
$
|
986
|
|
|
$
|
16,223
|
|
*
|
Other primarily relates to the write-off of fully amortized assets and reclassifications.
|
(Millions of dollars)
|
2019
|
|
2018
|
||||
Short-term
|
|
|
|
||||
Commercial paper and U.S. bank borrowings
|
$
|
996
|
|
|
$
|
829
|
|
Other bank borrowings (primarily international)
|
736
|
|
|
656
|
|
||
Total short-term debt
|
1,732
|
|
|
1,485
|
|
||
Long-term (a)
|
|
|
|
||||
(U.S. dollar denominated unless otherwise noted)
|
|
|
|
||||
1.90% Notes due 2019 (b)
|
—
|
|
|
500
|
|
||
Variable rate notes due 2019 (b)
|
—
|
|
|
150
|
|
||
1.75% Euro denominated notes due 2019 (b,c)
|
—
|
|
|
578
|
|
||
4.25% AUD denominated notes due 2019 (b)
|
—
|
|
|
71
|
|
||
Variable rate notes due 2019 (b)
|
—
|
|
|
200
|
|
||
2.25% Notes due 2020
|
300
|
|
|
299
|
|
||
1.75% Euro denominated notes due 2020 (c)
|
1,137
|
|
|
1,185
|
|
||
0.634% Euro denominated notes due 2020
|
56
|
|
|
58
|
|
||
4.05% Notes due 2021
|
499
|
|
|
499
|
|
||
3.875% Euro denominated notes due 2021 (c)
|
711
|
|
|
755
|
|
||
3.00% Notes due 2021
|
499
|
|
|
498
|
|
||
0.250% Euro denominated notes due 2022 (c)
|
1,129
|
|
|
1,156
|
|
||
2.45% Notes due 2022
|
599
|
|
|
598
|
|
||
2.20% Notes due 2022
|
499
|
|
|
498
|
|
||
2.70% Notes due 2023
|
499
|
|
|
498
|
|
||
2.00% Euro denominated notes due 2023 (c)
|
776
|
|
|
805
|
|
||
5.875% GBP denominated notes due 2023 (c)
|
456
|
|
|
454
|
|
||
1.20% Euro denominated notes due 2024
|
615
|
|
|
628
|
|
||
1.875% Euro denominated notes due 2024 (c)
|
361
|
|
|
373
|
|
||
2.65% Notes due 2025
|
398
|
|
|
398
|
|
||
1.625% Euro denominated notes due 2025
|
556
|
|
|
568
|
|
||
3.20% Notes due 2026
|
725
|
|
|
725
|
|
||
3.434% Notes due 2026
|
196
|
|
|
195
|
|
||
1.652% Euro denominated notes due 2027
|
93
|
|
|
96
|
|
||
1.00% Euro denominated notes due 2028 (c)
|
872
|
|
|
861
|
|
||
1.90% Euro denominated notes due 2030
|
118
|
|
|
121
|
|
||
3.55% Notes due 2042
|
662
|
|
|
662
|
|
||
Other
|
10
|
|
|
10
|
|
||
International bank borrowings
|
309
|
|
|
291
|
|
||
Obligations under capital lease
|
149
|
|
|
81
|
|
||
|
12,224
|
|
|
13,811
|
|
||
Less: current portion of long-term debt
|
(1,531
|
)
|
|
(1,523
|
)
|
||
Total long-term debt
|
10,693
|
|
|
12,288
|
|
||
Total debt
|
$
|
13,956
|
|
|
$
|
15,296
|
|
(a)
|
Amounts are net of unamortized discounts, premiums and/or debt issuance costs as applicable.
|
(b)
|
In February 2019, Linde repaid $500 million of 1.9% notes that became due; in May 2019 Linde repaid $150 million of variable notes that became due; in June 2019 Linde repaid €500 million of 1.75% notes that became due and the associated interest rate swap was settled; also in June 2019 Linde settled AUD100 million of variable rate notes that became due; and in August 2019 Linde repaid $200 million of variable rate notes that became due.
|
(c)
|
December 31, 2019 and 2018 included a cumulative $38 million and $14 million adjustment to carrying value, respectively, related to hedge accounting of interest rate swaps.
|
(Millions of dollars)
|
|
||
2020
|
$
|
1,531
|
|
2021
|
1,855
|
|
|
2022
|
2,330
|
|
|
2023
|
1,798
|
|
|
2024
|
983
|
|
|
Thereafter
|
3,727
|
|
|
|
$
|
12,224
|
|
|
|
|
|
|
Fair Value
|
||||||||||||||||||
(Millions of dollars)
|
Notional Amounts
|
|
Assets (a)
|
|
Liabilities (a)
|
||||||||||||||||||
December 31,
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Currency contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance sheet items
|
$
|
7,936
|
|
|
$
|
6,357
|
|
|
$
|
62
|
|
|
$
|
24
|
|
|
$
|
37
|
|
|
$
|
42
|
|
Forecasted transactions
|
748
|
|
|
945
|
|
|
14
|
|
|
15
|
|
|
15
|
|
|
17
|
|
||||||
Cross-currency interest rate swaps
|
1,029
|
|
|
2,110
|
|
|
35
|
|
|
112
|
|
|
40
|
|
|
40
|
|
||||||
Commodity contracts
|
N/A
|
|
N/A
|
|
—
|
|
|
27
|
|
|
—
|
|
|
9
|
|
||||||||
Total
|
9,713
|
|
|
9,412
|
|
|
111
|
|
|
178
|
|
|
92
|
|
|
108
|
|
||||||
Derivatives Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Currency contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance sheet items
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
Forecasted transactions
|
464
|
|
|
158
|
|
|
9
|
|
|
2
|
|
|
3
|
|
|
3
|
|
||||||
Commodity contracts
|
N/A
|
|
N/A
|
|
6
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||||
Interest rate swaps
|
1,908
|
|
|
2,164
|
|
|
39
|
|
|
13
|
|
|
—
|
|
|
10
|
|
||||||
Total Hedges
|
$
|
2,399
|
|
|
$
|
2,322
|
|
|
$
|
56
|
|
|
$
|
15
|
|
|
$
|
7
|
|
|
$
|
13
|
|
Total Derivatives
|
$
|
12,112
|
|
|
$
|
11,734
|
|
|
$
|
167
|
|
|
$
|
193
|
|
|
$
|
99
|
|
|
$
|
121
|
|
(Millions of dollars)
|
Amount of Pre-Tax Gain (Loss)
Recognized in Earnings *
|
||||||||||
December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
||||||
Currency contracts:
|
|
|
|
|
|
||||||
Balance sheet items:
|
|
|
|
|
|
||||||
Debt-related
|
$
|
253
|
|
|
$
|
(118
|
)
|
|
$
|
121
|
|
Other balance sheet items
|
65
|
|
|
3
|
|
|
—
|
|
|||
Total
|
$
|
318
|
|
|
$
|
(115
|
)
|
|
$
|
121
|
|
|
Fair Value Measurements Using
|
||||||||||||||||||||||
(Millions of dollars)
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
167
|
|
|
$
|
193
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investments and securities *
|
18
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
30
|
|
||||||
Total
|
$
|
18
|
|
|
$
|
22
|
|
|
$
|
167
|
|
|
$
|
193
|
|
|
$
|
28
|
|
|
$
|
30
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
99
|
|
|
$
|
121
|
|
|
$
|
—
|
|
|
$
|
—
|
|
*
|
Investments and securities are recorded in prepaid and other current assets and other long-term assets in the company's consolidated balance sheets.
|
(Millions of dollars)
|
2019
|
||
Balance at January 1
|
$
|
30
|
|
Additions
|
1
|
|
|
Gains (losses) recognized in earnings
|
(3
|
)
|
|
Balance at December 31
|
$
|
28
|
|
|
Ordinary Shares
|
|
Additional Paid in Capital
|
|
Treasury Stock
|
||||||||||||
(Dollar amounts in millions, shares in thousands)
|
Shares
|
|
Amount
|
|
|
|
Shares
|
|
Amount
|
||||||||
Merger with Linde AG (a)
|
263,148
|
|
|
$
|
—
|
|
|
$
|
43,288
|
|
|
—
|
|
|
$
|
—
|
|
Conversion of Praxair to Linde plc shares (b)
|
—
|
|
|
(3
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
|||
Cancellation of Praxair Treasury stock (c)
|
(95,324
|
)
|
|
—
|
|
|
(7,113
|
)
|
|
(95,324
|
)
|
|
7,113
|
|
|||
Impact of Linde AG merger
|
167,824
|
|
|
$
|
(3
|
)
|
|
$
|
36,178
|
|
|
(95,324
|
)
|
|
$
|
7,113
|
|
(a)
|
The total fair value of consideration transferred for the merger was $43,288 million, resulting in an increase to "Additional paid-in capital" in stockholders' equity (see Note 3 for additional information).
|
(b)
|
On October 31, 2018, the conversion of Praxair common stock and Linde AG common stock into Linde ordinary shares resulted in a $3 million decrease to "Ordinary Shares" with a corresponding increase to "Additional paid-in capital" in stockholders' equity.
|
(c)
|
Each share of Praxair common stock held in treasury immediately prior to the merger was canceled. The elimination of Praxair's historical treasury stock at cost resulted in a $7,113 million decrease in "Treasury stock" and "Additional paid-in capital" in stockholders' equity.
|
(in thousands, except Linde AG exchange ratio)
|
||
Linde plc shares exchanged for Linde AG shares
|
|
|
Linde AG common stock tendered as of October 31, 2018 (i)
|
170,875
|
|
Business combination agreement exchange ratio (ii)
|
1.54
|
|
Linde plc ordinary shares issued in exchange for Linde AG
|
263,148
|
|
Linde plc shares issued to Praxair shareholders upon conversion
|
|
|
Praxair shares outstanding at merger date
|
287,907
|
|
Total Linde plc shares issued at merger date
|
551,055
|
|
(i)
|
Number of Linde AG shares tendered in the 2017 Exchange Offer.
|
(ii)
|
Exchange ratio for Linde AG shares as set forth in the business combination agreement.
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|||
Dividend yield
|
2.0
|
%
|
|
2.1
|
%
|
|
2.7
|
%
|
Volatility
|
14.3
|
%
|
|
14.4
|
%
|
|
14.0
|
%
|
Risk-free interest rate
|
2.38
|
%
|
|
2.67
|
%
|
|
2.13
|
%
|
Expected term years
|
6
|
|
|
5
|
|
|
6
|
|
Activity
|
Number of
Options
(000’s)
|
|
Average
Exercise
Price
|
|
Average
Remaining
Life
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at January 1, 2019
|
10,624
|
|
|
$
|
117.65
|
|
|
|
|
|
||
Granted
|
1,486
|
|
|
157.14
|
|
|
|
|
|
|||
Exercised
|
(2,705
|
)
|
|
103.87
|
|
|
|
|
|
|||
Cancelled or expired
|
(108
|
)
|
|
158.17
|
|
|
|
|
|
|||
Outstanding at December 31, 2019
|
9,297
|
|
|
$
|
127.04
|
|
|
6.0
|
|
$
|
798
|
|
Exercisable at December 31, 2019
|
6,306
|
|
|
$
|
117.26
|
|
|
5.0
|
|
$
|
603
|
|
|
Performance-Based
|
|
Restricted Stock
|
||||||||||
|
Number of
Shares
(000’s)
|
|
Average
Grant Date
Fair Value
|
|
Number of
Shares
(000’s)
|
|
Average
Grant Date
Fair Value
|
||||||
Non-vested at January 1, 2019
|
—
|
|
|
$
|
—
|
|
|
1,071
|
|
|
$
|
118.84
|
|
Granted
|
262
|
|
|
184.29
|
|
|
161
|
|
|
165.04
|
|
||
Vested
|
—
|
|
|
—
|
|
|
(330
|
)
|
|
107.10
|
|
||
Cancelled and Forfeited
|
(16
|
)
|
|
184.26
|
|
|
(18
|
)
|
|
146.32
|
|
||
Non-vested at December 31, 2019
|
246
|
|
|
$
|
184.29
|
|
|
884
|
|
|
$
|
129.43
|
|
(Millions of dollars)
Year Ended December 31,
|
Pensions
|
|
OPEB
|
||||||||||||||||||||
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||
Amount recognized in Operating Profit
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
142
|
|
|
$
|
74
|
|
|
$
|
46
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
3
|
|
Amount recognized in Net pension and OPEB cost (benefit), excluding service cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest cost
|
261
|
|
|
128
|
|
|
103
|
|
|
7
|
|
|
5
|
|
|
5
|
|
||||||
Expected return on plan assets
|
(462
|
)
|
|
(219
|
)
|
|
(161
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net amortization and deferral
|
61
|
|
|
71
|
|
|
68
|
|
|
(4
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||||||
Curtailment and termination benefits (a)
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
||||||
Settlement charges (b)
|
97
|
|
|
14
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
$
|
(35
|
)
|
|
$
|
(6
|
)
|
|
$
|
12
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
(16
|
)
|
Amount recognized in Net gain on sale of businesses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Settlement gains from divestitures (c)
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost (benefit)
|
$
|
107
|
|
|
$
|
24
|
|
|
$
|
58
|
|
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
(13
|
)
|
(Millions of dollars)
Year Ended December 31,
|
Pensions
|
|
|
||||||||||||||||||||
2019
|
|
2018
|
|
OPEB
|
|||||||||||||||||||
U.S.
|
|
International
|
|
U.S.
|
|
International
|
|
2019
|
|
2018
|
|||||||||||||
Change in Benefit Obligation ("PBO")
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation, January 1
|
$
|
2,508
|
|
|
$
|
7,533
|
|
|
$
|
2,215
|
|
|
$
|
725
|
|
|
$
|
184
|
|
|
$
|
146
|
|
Merger impact (a)
|
—
|
|
|
—
|
|
|
415
|
|
|
6,920
|
|
|
—
|
|
|
53
|
|
||||||
Service cost
|
38
|
|
|
104
|
|
|
42
|
|
|
32
|
|
|
2
|
|
|
2
|
|
||||||
Interest cost
|
81
|
|
|
180
|
|
|
74
|
|
|
54
|
|
|
7
|
|
|
5
|
|
||||||
Divestitures (b)
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
|
—
|
|
||||||
Participant contributions
|
—
|
|
|
20
|
|
|
—
|
|
|
4
|
|
|
8
|
|
|
9
|
|
||||||
Plan amendment
|
—
|
|
|
13
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Actuarial loss (gain)
|
266
|
|
|
1,045
|
|
|
(100
|
)
|
|
7
|
|
|
8
|
|
|
(11
|
)
|
||||||
Benefits paid
|
(105
|
)
|
|
(333
|
)
|
|
(111
|
)
|
|
(84
|
)
|
|
(20
|
)
|
|
(19
|
)
|
||||||
Plan settlement
|
(235
|
)
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Plan curtailment
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||
Foreign currency translation and other changes
|
—
|
|
|
136
|
|
|
—
|
|
|
(20
|
)
|
|
1
|
|
|
(1
|
)
|
||||||
Benefit obligation, December 31
|
$
|
2,552
|
|
|
$
|
8,689
|
|
|
$
|
2,508
|
|
|
$
|
7,533
|
|
|
$
|
192
|
|
|
$
|
184
|
|
Accumulated benefit obligation ("ABO")
|
$
|
2,464
|
|
|
$
|
8,553
|
|
|
$
|
2,428
|
|
|
$
|
7,385
|
|
|
|
|
|
||||
Change in Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets, January 1
|
$
|
1,952
|
|
|
$
|
6,292
|
|
|
$
|
1,655
|
|
|
$
|
567
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Merger impact (a)
|
—
|
|
|
—
|
|
|
475
|
|
|
5,880
|
|
|
—
|
|
|
—
|
|
||||||
Actual return on plan assets
|
341
|
|
|
598
|
|
|
(72
|
)
|
|
(88
|
)
|
|
—
|
|
|
—
|
|
||||||
Company contributions
|
—
|
|
|
94
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid from plan assets
|
(244
|
)
|
|
(268
|
)
|
|
(106
|
)
|
|
(69
|
)
|
|
—
|
|
|
—
|
|
||||||
Divestitures (b)
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
—
|
|
|
—
|
|
||||||
Foreign currency translation and other changes
|
—
|
|
|
172
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets, December 31
|
$
|
2,048
|
|
|
$
|
6,888
|
|
|
$
|
1,952
|
|
|
$
|
6,292
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded Status, End of Year
|
$
|
(504
|
)
|
|
$
|
(1,801
|
)
|
|
$
|
(556
|
)
|
|
$
|
(1,241
|
)
|
|
$
|
(192
|
)
|
|
$
|
(184
|
)
|
Recorded in the Balance Sheet (Note 9)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other long-term assets
|
$
|
—
|
|
|
$
|
78
|
|
|
$
|
47
|
|
|
$
|
93
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other current liabilities
|
(6
|
)
|
|
(10
|
)
|
|
(94
|
)
|
|
(10
|
)
|
|
(11
|
)
|
|
(13
|
)
|
||||||
Other long-term liabilities
|
(498
|
)
|
|
(1,869
|
)
|
|
(509
|
)
|
|
(1,324
|
)
|
|
(181
|
)
|
|
(171
|
)
|
||||||
Net amount recognized, December 31
|
$
|
(504
|
)
|
|
$
|
(1,801
|
)
|
|
$
|
(556
|
)
|
|
$
|
(1,241
|
)
|
|
$
|
(192
|
)
|
|
$
|
(184
|
)
|
Amounts recognized in accumulated other comprehensive income (loss) consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss (gain)
|
$
|
753
|
|
|
$
|
1,110
|
|
|
$
|
834
|
|
|
$
|
339
|
|
|
$
|
(10
|
)
|
|
$
|
(23
|
)
|
Prior service cost (credit)
|
—
|
|
|
4
|
|
|
—
|
|
|
10
|
|
|
(4
|
)
|
|
(5
|
)
|
||||||
Deferred tax benefit (Note 7)
|
(190
|
)
|
|
(251
|
)
|
|
(212
|
)
|
|
(87
|
)
|
|
(5
|
)
|
|
7
|
|
||||||
Amount recognized in accumulated other comprehensive income (loss) (Note 9)
|
$
|
563
|
|
|
$
|
863
|
|
|
$
|
622
|
|
|
$
|
262
|
|
|
$
|
(19
|
)
|
|
$
|
(21
|
)
|
|
United Kingdom
|
|
Germany
|
|
Other International
|
|
Total International
|
||||||||
(Millions of dollars)
|
2019
|
|
2019
|
|
2019
|
|
2019
|
||||||||
Benefit obligation, December 31
|
$
|
5,221
|
|
|
$
|
2,180
|
|
|
$
|
1,288
|
|
|
$
|
8,689
|
|
Fair value of plan assets, December 31
|
4,777
|
|
|
1,119
|
|
|
992
|
|
|
6,888
|
|
||||
Funded Status, End of Year
|
$
|
(444
|
)
|
|
$
|
(1,061
|
)
|
|
$
|
(296
|
)
|
|
$
|
(1,801
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
United Kingdom
|
|
Germany
|
|
Other International
|
|
Total International
|
||||||||
(Millions of dollars)
|
2018
|
|
2018
|
|
2018
|
|
2018
|
||||||||
Benefit obligation, December 31
|
$
|
4,444
|
|
|
$
|
1,916
|
|
|
$
|
1,173
|
|
|
$
|
7,533
|
|
Fair value of plan assets, December 31
|
4,339
|
|
|
1,043
|
|
|
910
|
|
|
6,292
|
|
||||
Funded Status, End of Year
|
$
|
(105
|
)
|
|
$
|
(873
|
)
|
|
$
|
(263
|
)
|
|
$
|
(1,241
|
)
|
|
Pensions
|
|
OPEB
|
||||||||||||
(Millions of dollars)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Current year net actuarial losses (gains)*
|
$
|
834
|
|
|
$
|
286
|
|
|
$
|
8
|
|
|
$
|
(11
|
)
|
Amortization of net actuarial gains (losses)
|
(59
|
)
|
|
(70
|
)
|
|
3
|
|
|
2
|
|
||||
Divestitures
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
||||
Plan amendment
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service credits (costs)
|
(2
|
)
|
|
(1
|
)
|
|
1
|
|
|
1
|
|
||||
Pension settlements
|
(97
|
)
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
||||
Curtailments
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Foreign currency translation and other changes
|
12
|
|
|
(16
|
)
|
|
—
|
|
|
1
|
|
||||
Total recognized in other comprehensive income
|
$
|
684
|
|
|
$
|
173
|
|
|
$
|
14
|
|
|
$
|
(7
|
)
|
*
|
Pension net actuarial losses in 2019 are largely driven by lower discount rates across all significant pension plans. In the U.S., the benefit from the actual return on assets more than offset the impacts of unfavorable liability experience, resulting from the low discount rate environment. For the international plans, the unfavorable impact of lower discount rates outweighed favorable plan asset experience. Pension net actuarial losses in 2018 are driven by lower U.S. discount rates, which more than offset favorable plan asset experience. OPEB net actuarial losses in 2019 relate to the low interest rate environment, which was partially offset by favorable actual benefit payment experience. Net actuarial gains in 2018 relate to the benefits from higher U.S. discount rates and favorable actual participant experience.
|
(Millions of dollars)
|
Pension
|
|
OPEB
|
||||
Net actuarial loss (gain)
|
$
|
88
|
|
|
$
|
(2
|
)
|
Prior service cost (credit)
|
2
|
|
|
(1
|
)
|
||
|
$
|
90
|
|
|
$
|
(3
|
)
|
(Millions of dollars)
Year Ended December 31,
|
Pensions
|
||||||||||||||
2019
|
|
2018
|
|||||||||||||
U.S.
|
|
International
|
|
U.S.
|
|
International
|
|||||||||
Projected benefit obligation ("PBO")
|
$
|
2,552
|
|
|
$
|
7,768
|
|
|
$
|
2,139
|
|
|
$
|
6,681
|
|
Accumulated benefit obligation ("ABO")
|
$
|
2,464
|
|
|
$
|
7,664
|
|
|
$
|
2,060
|
|
|
$
|
6,586
|
|
Fair value of plan assets
|
$
|
2,048
|
|
|
$
|
5,849
|
|
|
$
|
1,482
|
|
|
$
|
5,307
|
|
|
Pensions
|
|
|
|
|
||||||||||||
|
U.S.
|
|
International
|
|
OPEB
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||
Weighted average assumptions used to determine benefit obligations at December 31,
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.20
|
%
|
|
4.20
|
%
|
|
1.91
|
%
|
|
2.72
|
%
|
|
3.19
|
%
|
|
4.16
|
%
|
Rate of increase in compensation levels
|
3.25
|
%
|
|
3.25
|
%
|
|
2.46
|
%
|
|
2.38
|
%
|
|
N/A
|
|
|
N/A
|
|
Weighted average assumptions used to determine net periodic benefit cost for years ended December 31,
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.20
|
%
|
|
3.73
|
%
|
|
2.72
|
%
|
|
2.73
|
%
|
|
4.16
|
%
|
|
3.81
|
%
|
Rate of increase in compensation levels
|
3.25
|
%
|
|
3.25
|
%
|
|
2.38
|
%
|
|
2.45
|
%
|
|
N/A
|
|
|
N/A
|
|
Expected long-term rate of return on plan assets (1)
|
7.27
|
%
|
|
7.62
|
%
|
|
5.15
|
%
|
|
5.13
|
%
|
|
N/A
|
|
|
N/A
|
|
(1)
|
The expected long term rate of return on the U.S. and international plan assets is estimated based on the plans' investment strategy and asset allocation, historical capital market performance and, to a lesser extent, historical plan performance. For the U.S. plans, the expected rate of return of 7.27% was derived based on the target asset allocation of 40%-60% equity securities (approximately 8.5% expected return), 30%-50% fixed income securities (approximately 5.3% expected return) and 5%-15% alternative investments (approximately 6.8% expected return). For the international plans, the expected rate of return was derived based on the weighted average target asset allocation of 15%-25% equity securities (approximately 6.1% expected return), 30%-50% fixed income securities (approximately 4.8% expected return), and 30%-50% alternative investments (approximately 5.2% expected return). For the U.S. plan assets, the actual annualized total return for the most recent 10-year period ended December 31, 2019 was approximately 9.2%. For the international plan assets, the actual annualized total return for the same period was approximately 7.0%. Changes to plan asset allocations and investment strategy over this time period limit the value of historical plan performance as factor in estimating the expected long term rate of return. For 2020, the expected long-term rate of return on plan assets will be 7.00% for the U.S. plans. Expected weighted average returns for international plans will vary.
|
|
OPEB
|
||||
Assumed healthcare cost trend rates
|
2019
|
|
2018
|
||
Historical Praxair, Inc. plans
|
|
|
|
||
Healthcare cost trend assumed
|
7.00
|
%
|
|
6.25
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
2027
|
|
|
2023
|
|
Historical Linde AG plans
|
|
|
|
||
Healthcare cost trend assumed
|
5.49
|
%
|
|
5.49
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
4.50
|
%
|
|
4.50
|
%
|
Year that the rate reaches the ultimate trend rate
|
2038
|
|
|
2038
|
|
|
One-Percentage Point
|
||||||
(Millions of dollars)
|
Increase
|
|
Decrease
|
||||
Effect on the total of service and interest cost components of net OPEB benefit cost
|
$
|
—
|
|
|
$
|
—
|
|
Effect on OPEB benefit obligation
|
$
|
7
|
|
|
$
|
(6
|
)
|
|
U.S.
|
|
International
|
||||||||||||||||
Asset Category
|
Target 2019
|
|
Target 2018
|
|
2019
|
|
2018
|
|
Target 2019
|
|
Target 2018
|
|
2019
|
|
2018
|
||||
Equity securities
|
40%-60%
|
|
40%-60%
|
|
55
|
%
|
|
48
|
%
|
|
15%-25%
|
|
15%-25%
|
|
23
|
%
|
|
20
|
%
|
Fixed income securities
|
30%-50%
|
|
30%-50%
|
|
30
|
%
|
|
40
|
%
|
|
30%-50%
|
|
30%-50%
|
|
41
|
%
|
|
46
|
%
|
Other
|
5%-15%
|
|
5%-15%
|
|
15
|
%
|
|
13
|
%
|
|
30%-50%
|
|
30%-40%
|
|
36
|
%
|
|
34
|
%
|
|
Fair Value Measurements Using
|
|
|
|
|
||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3 **
|
|
Total
|
||||||||||||||||||||||||
(Millions of dollars)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
Cash and cash equivalents
|
$
|
436
|
|
|
$
|
348
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
436
|
|
|
$
|
348
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Global equities
|
1,395
|
|
|
1,131
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,395
|
|
|
1,131
|
|
||||||||
Mutual funds
|
110
|
|
|
74
|
|
|
52
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
162
|
|
|
117
|
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Government bonds
|
—
|
|
|
—
|
|
|
1,642
|
|
|
1,772
|
|
|
—
|
|
|
—
|
|
|
1,642
|
|
|
1,772
|
|
||||||||
Emerging market debt
|
—
|
|
|
—
|
|
|
459
|
|
|
522
|
|
|
—
|
|
|
—
|
|
|
459
|
|
|
522
|
|
||||||||
Mutual funds
|
225
|
|
|
109
|
|
|
14
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
239
|
|
|
130
|
|
||||||||
Corporate bonds
|
—
|
|
|
—
|
|
|
401
|
|
|
382
|
|
|
—
|
|
|
—
|
|
|
401
|
|
|
382
|
|
||||||||
Bank loans
|
—
|
|
|
—
|
|
|
210
|
|
|
313
|
|
|
—
|
|
|
—
|
|
|
210
|
|
|
313
|
|
||||||||
Alternative investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Real estate funds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
316
|
|
|
298
|
|
|
316
|
|
|
298
|
|
||||||||
Private debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,003
|
|
|
671
|
|
|
1,003
|
|
|
671
|
|
||||||||
Other investments
|
—
|
|
|
—
|
|
|
33
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
33
|
|
||||||||
Liquid alternative
|
—
|
|
|
—
|
|
|
1,087
|
|
|
1,192
|
|
|
—
|
|
|
—
|
|
|
1,087
|
|
|
1,192
|
|
||||||||
Total plan assets at fair value,
December 31,
|
$
|
2,166
|
|
|
$
|
1,662
|
|
|
$
|
3,898
|
|
|
$
|
4,278
|
|
|
$
|
1,319
|
|
|
$
|
969
|
|
|
$
|
7,383
|
|
|
$
|
6,909
|
|
Pooled funds *
|
|
|
|
|
|
|
|
|
|
|
|
|
1,553
|
|
|
1,335
|
|
||||||||||||||
Total fair value plan assets
December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
8,936
|
|
|
$
|
8,244
|
|
(Millions of dollars)
|
Insurance
Contracts
|
|
Real Estate Funds
|
|
Private Debt
|
|
Total
|
||||||||
Balance, December 31, 2017
|
$
|
50
|
|
|
$
|
158
|
|
|
$
|
—
|
|
|
$
|
208
|
|
Assumed in Linde AG merger
|
—
|
|
|
148
|
|
|
667
|
|
|
815
|
|
||||
Gain/(Loss) for the period
|
—
|
|
|
9
|
|
|
4
|
|
|
13
|
|
||||
Merger-related divestitures
|
(49
|
)
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
||||
Sales
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
||||
Foreign currency translation
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Balance, December 31, 2018
|
$
|
—
|
|
|
$
|
298
|
|
|
$
|
671
|
|
|
$
|
969
|
|
Gain/(Loss) for the period
|
—
|
|
|
24
|
|
|
30
|
|
|
54
|
|
||||
Acquisitions
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
||||
Purchases
|
—
|
|
|
26
|
|
|
304
|
|
|
330
|
|
||||
Sales
|
—
|
|
|
(22
|
)
|
|
(33
|
)
|
|
(55
|
)
|
||||
Transfer into / (out of) Level 3
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
17
|
|
|
17
|
|
||||
Balance, December 31, 2019
|
$
|
—
|
|
|
$
|
316
|
|
|
$
|
1,003
|
|
|
$
|
1,319
|
|
(Millions of dollars)
|
Pensions
|
|
|
||||||||
Year Ended December 31,
|
U.S.
|
|
International
|
|
OPEB
|
||||||
2020
|
$
|
187
|
|
|
$
|
311
|
|
|
$
|
15
|
|
2021
|
143
|
|
|
323
|
|
|
14
|
|
|||
2022
|
164
|
|
|
335
|
|
|
14
|
|
|||
2023
|
147
|
|
|
342
|
|
|
14
|
|
|||
2024
|
149
|
|
|
352
|
|
|
12
|
|
|||
2025-2029
|
760
|
|
|
879
|
|
|
55
|
|
•
|
During May 2009, the Brazilian government published Law 11941/2009 instituting a new voluntary amnesty program (“Refis Program”) which allowed Brazilian companies to settle certain federal tax disputes at reduced amounts. During the 2009 third quarter, the company decided that it was economically beneficial to settle many of its outstanding federal tax disputes and such disputes were enrolled in the Refis Program, subject to final calculation and review by the Brazilian federal government. The company recorded estimated liabilities based on the terms of the Refis Program. Since 2009, Linde has been unable to reach final agreement on the calculations and initiated litigation against the government in an attempt to resolve certain items. Open issues relate to the following matters: (i) application of cash deposits and net operating loss carryforwards to satisfy obligations and (ii) the amount of tax reductions available under the Refis Program. It is difficult to estimate the timing of resolution of legal matters in Brazil.
|
•
|
At December 31, 2019 the most significant non-income and income tax claims in Brazil, after enrollment in the Refis Program, relate to state VAT tax matters and a federal income tax matter where the taxing authorities are challenging the tax rate that should be applied to income generated by a subsidiary company. The total estimated exposure relating to such claims, including interest and penalties, as appropriate, is approximately $260 million. Linde has not recorded any liabilities related to such claims based on management judgments, after considering judgments and opinions of outside counsel. Because litigation in Brazil historically takes many years to resolve, it is very difficult to estimate the timing of resolution of these matters; however, it is possible that certain of these matters may be resolved within the near term. The company is vigorously defending against the proceedings.
|
•
|
On September 1, 2010, CADE (Brazilian Administrative Council for Economic Defense) announced alleged anticompetitive activity on the part of five industrial gas companies in Brazil and imposed fines. Originally, CADE imposed a civil fine of R$2.2 billion Brazilian reais ($546 million) on White Martins, the Brazil-based subsidiary of Praxair, Inc. The fine was reduced to R$1.7 billion Brazilian reais ($422 million) due to a calculation error made by CADE. On September 14, 2015, the fine against White Martins was overturned by the Ninth Federal Court of Brasilia. CADE appealed this decision on June 30, 2016.
|
•
|
On and after April 23, 2019 former shareholders of Linde AG filed appraisal proceedings at the District Court (Landgericht) Munich I (Germany), seeking an increase of the cash consideration paid in connection with the previously completed cash merger squeeze-out of all of Linde AG’s minority shareholders for €189.46 per share. Any such increase would apply to all 14,763,113 Linde AG shares that were outstanding on April 8, 2019, when the cash merger squeeze-out was completed. The period for plaintiffs to file claims expired on July 9, 2019. The company believes the consideration paid was fair and that the claims lack merit, and no reserve has been established. We cannot estimate the timing of resolution.
|
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
||||||
Sales (a)
|
|
|
|
|
|
||||||
Americas
|
$
|
10,993
|
|
|
$
|
8,017
|
|
|
$
|
7,204
|
|
EMEA
|
6,643
|
|
|
2,644
|
|
|
1,520
|
|
|||
APAC
|
5,839
|
|
|
2,446
|
|
|
1,571
|
|
|||
Engineering
|
2,799
|
|
|
459
|
|
|
N/A
|
||||
Other
|
1,954
|
|
|
1,270
|
|
|
1,063
|
|
|||
Total Sales
|
$
|
28,228
|
|
|
$
|
14,836
|
|
|
$
|
11,358
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Profit
|
|
|
|
|
|
||||||
Americas
|
$
|
2,578
|
|
|
$
|
2,053
|
|
|
$
|
1,854
|
|
EMEA
|
1,367
|
|
|
481
|
|
|
317
|
|
|||
APAC
|
1,198
|
|
|
465
|
|
|
329
|
|
|||
Engineering
|
390
|
|
|
14
|
|
|
N/A
|
||||
Other
|
(245
|
)
|
|
(37
|
)
|
|
(4
|
)
|
|||
Segment operating profit
|
5,288
|
|
|
2,976
|
|
|
2,496
|
|
|||
Cost reduction programs and other charges
|
(567
|
)
|
|
(309
|
)
|
|
(52
|
)
|
|||
Net gain on sale of business
|
164
|
|
|
3,294
|
|
|
N/A
|
||||
Purchase accounting impacts - Linde AG
|
(1,952
|
)
|
|
(714
|
)
|
|
N/A
|
||||
Total operating profit
|
$
|
2,933
|
|
|
$
|
5,247
|
|
|
$
|
2,444
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Depreciation and Amortization
|
|
|
|
|
|
||||||
Americas
|
$
|
1,195
|
|
|
$
|
860
|
|
|
$
|
778
|
|
EMEA
|
749
|
|
|
269
|
|
|
168
|
|
|||
APAC
|
613
|
|
|
271
|
|
|
178
|
|
|||
Engineering
|
35
|
|
|
5
|
|
|
N/A
|
||||
Other
|
143
|
|
|
79
|
|
|
60
|
|
|||
Segment depreciation and amortization
|
2,735
|
|
|
1,484
|
|
|
1,184
|
|
|||
Purchase accounting impacts - Linde AG
|
1,940
|
|
|
346
|
|
|
N/A
|
||||
Total depreciation and amortization
|
$
|
4,675
|
|
|
$
|
1,830
|
|
|
$
|
1,184
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Capital Expenditures and Acquisitions
|
|
|
|
|
|
||||||
Americas
|
$
|
1,814
|
|
|
$
|
1,068
|
|
|
$
|
921
|
|
EMEA
|
738
|
|
|
329
|
|
|
141
|
|
|||
APAC
|
1,231
|
|
|
372
|
|
|
207
|
|
|||
Engineering
|
79
|
|
|
27
|
|
|
N/A
|
||||
Other
|
45
|
|
|
112
|
|
|
75
|
|
|||
Total Capital Expenditures and Acquisitions
|
$
|
3,907
|
|
|
$
|
1,908
|
|
|
$
|
1,344
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Sales by Major Country
|
|
|
|
|
|
||||||
United States
|
$
|
8,604
|
|
|
$
|
5,942
|
|
|
$
|
4,973
|
|
Germany
|
3,630
|
|
|
868
|
|
|
401
|
|
|||
China
|
2,005
|
|
|
1,032
|
|
|
735
|
|
|||
United Kingdom
|
1,653
|
|
|
398
|
|
|
131
|
|
|||
Australia
|
1,127
|
|
|
183
|
|
|
N/A
|
||||
Brazil
|
994
|
|
|
1,003
|
|
|
1,100
|
|
|||
Other – foreign
|
10,215
|
|
|
5,410
|
|
|
4,018
|
|
|||
Total Sales by Major Country
|
$
|
28,228
|
|
|
$
|
14,836
|
|
|
$
|
11,358
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Long-lived Assets by Major Country (b)
|
|
|
|
|
|
||||||
United States
|
$
|
7,498
|
|
|
$
|
7,189
|
|
|
$
|
4,979
|
|
Germany
|
2,429
|
|
|
2,411
|
|
|
413
|
|
|||
China
|
2,254
|
|
|
2,237
|
|
|
1,060
|
|
|||
United Kingdom
|
1,479
|
|
|
1,582
|
|
|
55
|
|
|||
Australia
|
1,214
|
|
|
1,476
|
|
|
N/A
|
||||
Brazil
|
956
|
|
|
1,012
|
|
|
1,204
|
|
|||
Other – foreign
|
13,234
|
|
|
13,810
|
|
|
4,114
|
|
|||
Total long-lived assets
|
$
|
29,064
|
|
|
$
|
29,717
|
|
|
$
|
11,825
|
|
(a)
|
Sales reflect external sales only and include Linde AG sales from the merger date of October 31, 2018 forward. Intersegment sales, primarily from Engineering to the industrial gases segments, were not material.
|
(b)
|
Long-lived assets include property, plant and equipment - net and reflect the impact of the merger with Linde AG (refer to Note 3).
|
(Millions of dollars)
|
Year Ended December 31, 2019
|
|||||||||||||||||||
Sales
|
Americas
|
EMEA
|
APAC
|
Engineering
|
Other
|
Total
|
%
|
|||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Merchant
|
$
|
2,946
|
|
$
|
1,856
|
|
$
|
2,080
|
|
$
|
—
|
|
$
|
184
|
|
$
|
7,066
|
|
25
|
%
|
On-Site
|
2,758
|
|
1,434
|
|
2,060
|
|
—
|
|
—
|
|
6,252
|
|
22
|
%
|
||||||
Packaged Gas
|
5,185
|
|
3,347
|
|
1,562
|
|
—
|
|
19
|
|
10,113
|
|
36
|
%
|
||||||
Other
|
104
|
|
6
|
|
137
|
|
2,799
|
|
1,751
|
|
4,797
|
|
17
|
%
|
||||||
|
$
|
10,993
|
|
$
|
6,643
|
|
$
|
5,839
|
|
$
|
2,799
|
|
$
|
1,954
|
|
$
|
28,228
|
|
100
|
%
|
|
||||||||||||||||||||
(Millions of dollars)
|
Year Ended December 31, 2018
|
|||||||||||||||||||
Sales
|
Americas
|
EMEA
|
APAC
|
Engineering
|
Other
|
Total
|
%
|
|||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Merchant
|
$
|
2,775
|
|
$
|
832
|
|
$
|
826
|
|
$
|
—
|
|
$
|
119
|
|
$
|
4,552
|
|
31
|
%
|
On-Site
|
2,405
|
|
536
|
|
1,156
|
|
—
|
|
—
|
|
4,097
|
|
28
|
%
|
||||||
Packaged Gas
|
2,800
|
|
1,271
|
|
443
|
|
—
|
|
3
|
|
4,517
|
|
30
|
%
|
||||||
Other
|
37
|
|
5
|
|
21
|
|
459
|
|
1,148
|
|
1,670
|
|
11
|
%
|
||||||
|
$
|
8,017
|
|
$
|
2,644
|
|
$
|
2,446
|
|
$
|
459
|
|
$
|
1,270
|
|
$
|
14,836
|
|
100
|
%
|
2019
|
1Q (a)
|
|
2Q (a)
|
|
3Q (a)
|
|
4Q (a)
|
|
YEAR (a)
|
||||||||||
Sales
|
$
|
6,944
|
|
|
$
|
7,204
|
|
|
$
|
7,000
|
|
|
$
|
7,080
|
|
|
$
|
28,228
|
|
Cost of sales, exclusive of depreciation and amortization
|
4,116
|
|
|
4,280
|
|
|
4,061
|
|
|
4,187
|
|
|
16,644
|
|
|||||
Depreciation and amortization
|
1,223
|
|
|
1,195
|
|
|
1,095
|
|
|
1,162
|
|
|
4,675
|
|
|||||
Operating profit
|
609
|
|
|
669
|
|
|
1,000
|
|
|
655
|
|
|
2,933
|
|
|||||
Net income – Linde plc
|
517
|
|
|
522
|
|
|
735
|
|
|
511
|
|
|
2,285
|
|
|||||
Income from continuing operations
|
435
|
|
|
513
|
|
|
728
|
|
|
507
|
|
|
2,183
|
|
|||||
Income from discontinued operations
|
82
|
|
|
9
|
|
|
7
|
|
|
4
|
|
|
102
|
|
|||||
Basic Per Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
0.80
|
|
|
$
|
0.95
|
|
|
$
|
1.35
|
|
|
$
|
0.94
|
|
|
$
|
4.03
|
|
Income from discontinued operations
|
0.15
|
|
|
0.02
|
|
|
0.01
|
|
|
0.01
|
|
|
0.19
|
|
|||||
Weighted average shares (000’s)
|
545,554
|
|
|
542,561
|
|
|
539,753
|
|
|
536,768
|
|
|
541,094
|
|
|||||
Diluted Per Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
0.79
|
|
|
$
|
0.94
|
|
|
$
|
1.34
|
|
|
$
|
0.94
|
|
|
$
|
4.00
|
|
Income from discontinued operations
|
0.15
|
|
|
0.02
|
|
|
0.01
|
|
|
0.01
|
|
|
0.19
|
|
|||||
Weighted average shares (000’s)
|
549,147
|
|
|
546,488
|
|
|
543,616
|
|
|
540,919
|
|
|
545,170
|
|
2018
|
1Q (a)
|
|
2Q (a)
|
|
3Q (a)
|
|
4Q (a)
|
|
YEAR (a)
|
||||||||||
Sales
|
$
|
2,983
|
|
|
$
|
3,044
|
|
|
$
|
3,008
|
|
|
$
|
5,801
|
|
|
$
|
14,836
|
|
Cost of sales, exclusive of depreciation and amortization
|
1,661
|
|
|
1,706
|
|
|
1,698
|
|
|
3,955
|
|
|
9,020
|
|
|||||
Depreciation and amortization
|
311
|
|
|
311
|
|
|
306
|
|
|
902
|
|
|
1,830
|
|
|||||
Operating profit
|
653
|
|
|
689
|
|
|
669
|
|
|
3,236
|
|
|
5,247
|
|
|||||
Net income – Linde plc
|
462
|
|
|
480
|
|
|
461
|
|
|
2,978
|
|
|
4,381
|
|
|||||
Income from continuing operations
|
462
|
|
|
480
|
|
|
461
|
|
|
2,870
|
|
|
4,273
|
|
|||||
Income from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
108
|
|
|
108
|
|
|||||
Basic Per Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations*
|
$
|
1.61
|
|
|
$
|
1.67
|
|
|
$
|
1.60
|
|
|
$
|
6.27
|
|
|
$
|
12.93
|
|
Income from discontinued operations*
|
—
|
|
|
—
|
|
|
—
|
|
|
0.24
|
|
|
0.33
|
|
|||||
Weighted average shares (000’s)
|
287,504
|
|
|
287,803
|
|
|
288,093
|
|
|
457,518
|
|
|
330,401
|
|
|||||
Diluted Per Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations*
|
$
|
1.59
|
|
|
$
|
1.65
|
|
|
$
|
1.58
|
|
|
$
|
6.22
|
|
|
$
|
12.79
|
|
Income from discontinued operations*
|
—
|
|
|
—
|
|
|
—
|
|
|
0.23
|
|
|
0.32
|
|
|||||
Weighted average shares (000’s)
|
290,809
|
|
|
290,908
|
|
|
291,513
|
|
|
461,150
|
|
|
334,127
|
|
*
|
Due to quarterly changes in the share count as a result of the merger the sum of the four quarters does not equal the earnings per share amount calculated for the year.
|
(a)
|
2019 and 2018 include the impact of the following matters (see Notes 3, 4, 5, 7, 13 and 18):
|
(Millions of dollars)
|
Operating
Profit/
(Loss)
|
Income from Continuing Operations
|
||||
Q1
|
||||||
Cost reduction programs and other charges
|
$
|
(89
|
)
|
$
|
(81
|
)
|
Pension settlement charge
|
—
|
|
(38
|
)
|
||
Purchase accounting impacts - Linde AG
|
(531
|
)
|
(378
|
)
|
||
Q2
|
||||||
Cost reduction programs and other charges
|
(141
|
)
|
(123
|
)
|
||
Purchase accounting impacts - Linde AG
|
(515
|
)
|
(368
|
)
|
||
Q3
|
||||||
Cost reduction programs and other charges
|
(125
|
)
|
(91
|
)
|
||
Pension settlement charge
|
—
|
|
(30
|
)
|
||
Purchase accounting impacts - Linde AG
|
(425
|
)
|
(312
|
)
|
||
Gain on sale of business
|
164
|
|
108
|
|
||
Q4
|
||||||
Cost reduction programs and other charges
|
(212
|
)
|
(160
|
)
|
||
Pension settlement charge
|
—
|
|
(4
|
)
|
||
Purchase accounting impacts - Linde AG
|
(481
|
)
|
(354
|
)
|
||
Year 2019
|
$
|
(2,355
|
)
|
$
|
(1,831
|
)
|
(Millions of dollars)
|
Operating
Profit/
(Loss)
|
Income from Continuing Operations
|
||||
Q1
|
||||||
Cost reduction programs and other charges
|
$
|
(19
|
)
|
$
|
(18
|
)
|
Q2
|
||||||
Cost reduction programs and other charges
|
(24
|
)
|
(21
|
)
|
||
Q3
|
||||||
Cost reduction programs and other charges
|
(31
|
)
|
(29
|
)
|
||
Pension settlement charge
|
—
|
|
(3
|
)
|
||
Q4
|
||||||
Cost reduction programs and other charges
|
(235
|
)
|
(238
|
)
|
||
Gain on sale of business
|
3,294
|
|
2,923
|
|
||
Bond redemption
|
—
|
|
(20
|
)
|
||
Pension settlement charge
|
—
|
|
(8
|
)
|
||
Tax Act and other tax charges
|
—
|
|
17
|
|
||
Purchase accounting impacts - Linde AG
|
(714
|
)
|
(451
|
)
|
||
Year 2018
|
$
|
2,271
|
|
$
|
2,152
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Plan Category
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column
|
|
||||
Equity compensation plans approved by shareholders
|
10,426,688
|
|
(1)
|
$
|
127.04
|
|
|
6,715,222
|
|
(2)
|
Equity compensation plans not approved by shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
10,426,688
|
|
|
$
|
127.04
|
|
|
6,715,222
|
|
|
(1)
|
This amount includes 883,922 restricted shares and 246,220 performance shares.
|
(2)
|
This amount includes 6,454,428 shares available for future issuance pursuant to the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan assumed by Linde, and 260,794 shares available for future issuance pursuant to the Long Term Incentive Plan 2018 of Linde plc.
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(a)
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The following documents are filed as part of this report:
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(1)
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The company’s 2019 Consolidated Financial Statements and the Report of the Independent Registered Public Accounting Firm are included in Part II, Item 8. Financial Statements and Supplementary Data.
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(2)
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Financial Statement Schedules – All financial statement schedules have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
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(3)
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Exhibits – The exhibits filed as part of this Annual Report on Form 10-K are listed in the accompanying index.
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Exhibit No.
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Description
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2.1
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2.1a
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**2.2
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**2.3
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**2.3a
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**2.3b
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**2.3c
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3.01
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4.01
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4.02
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4.03
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4.04
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4.05
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Copies of the agreements relating to long-term debt which are not required to be filed as exhibits to this Annual Report on Form 10-K will be furnished to the Securities and Exchange Commission upon request.
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10.01
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10.01a
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*10.02
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*10.03
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*10.04
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*10.04a
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*10.04b
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*10.04c
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*10.04d
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*10.04e
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*10.05
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*10.05a
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*10.05b
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*10.05c
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*10.05d
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*10.05e
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*10.05f
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*10.06
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*10.06a
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*10.06b
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*10.06c
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*10.06d
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*10.06e
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*10.06f
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*10.06g
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*10.06h
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*10.07
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*10.08
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*10.08a
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*10.09
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*10.10
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*10.10a
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*10.10b
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*10.10c
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*10.10d
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*10.10e
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*10.10f
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*10.10g
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*10.10h
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*10.10i
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*10.10j
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*10.10k
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*10.10l
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*10.10m
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*10.11
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*10.12
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*10.12a
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*10.13
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*10.13a
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*10.14
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18
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21.01
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23.01
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31.01
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31.02
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32.01
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32.02
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101.INS
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XBRL Instance Document: The XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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*
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Indicates a management contract or compensatory plan or arrangement.
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**
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Certain schedules or similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplemental copies of any of the omitted schedules or attachments upon request by the SEC.
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|
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Linde plc
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||||
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(Registrant)
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||||
Date: March 2, 2020
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By:
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/s/ KELCEY E. HOYT
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||||
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Kelcey E. Hoyt
Chief Accounting Officer
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/s/ PROF. DR. WOLFGANG REITZLE
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/s/ STEPHEN F. ANGEL
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/s/ MATTHEW J. WHITE
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Wolfgang Reitzle
Chairman
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Stephen F. Angel
Chief Executive Officer and Director
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Matthew J. White
Chief Financial Officer
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||
/s/ PROF. DDR. ANN-KRISTIN ACHLIETNER
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/s/ DR. CLEMENS BÖRSIG
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/s/ DR. NANCE K. DICCIANI
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Ann-Kristin Achleitner
Director
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Clemens Börsig
Director
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Nance K. Dicciani
Director
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||
/s/ DR. THOMAS ENDERS
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/s/ FRANZ FEHRENBACH
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/s/ EDWARD G. GALANTE
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Thomas Enders
Director
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Franz Fehrenbach
Director
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Edward G. Galante
Director
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/s/ LARRY D. MCVAY
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/s/ DR. VICTORIA OSSADNIK
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/s/ PROF. DR. MARTIN H. RICHENHAGEN
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Larry D. McVay
Director
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Victoria Ossadnik
Director
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Martin Richenhagen
Director
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/s/ ROBERT L. WOOD
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Robert L. Wood
Director
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(i)
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amending the Linde plc Constitution;
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1)
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The Contractual Partner is together with the other Management Board members jointly responsible for the overall management of the Company. His rights and duties as duly appointed Management Board member of the Company are contained in the law, the articles of association, the rules of procedure of the Management Board and the Supervisory Board of the Company as applicable from time to time, the resolutions of the Supervisory Board and this service agreement.
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2)
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The Contractual Partner has been duly appointed as member of the Management Board. In accordance with the Supervisory Board Resolution dated 29 August 2019, this service agreement is entered into for the period from 1 October 2019 until 8 March 2024.
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3)
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The Contractual Partner shall represent the Company jointly with another Management Board Member or a person having general signing power (Prokurist).
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1)
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The Contractual Partner has a duty to act in the best interest of the Company. He shall devote his work efforts solely to Linde plc, the Company and companies affiliated therewith and shall uphold and promote its interests to the best of his ability. In making decisions, he may not pursue personal interests and take personal advantage of business opportunities to which the Company is entitled.
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2)
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Due to the Contractual Partner’s position at the Company it is not permitted that he operates additional businesses for himself or on account of others nor that he holds participations in other companies except as for the purposes of a private financial Investment. A participation shall be deemed to be a private financial investment if it does not entitle the Contractual Partner to influence the bodies of the Company in which the Contractual Partner holds the participation.
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3)
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The Contractual Partner may not in connection with his engagement demand or accept for himself or for third persons gifts or other benefits or grant undue advantages to third persons.
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4)
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The Contractual Partner may only accept offices on supervisory boards or advisory boards in other companies as well as ancillary jobs upon approval of Linde plc.
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5)
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The Contractual Partner has a duty to keep confidential all confidential Information and secrets of the Company and any of its affiliated companies. This duty shall continue to be in effect after termination of this service agreement. Statutory disclosure obligations remain unaffected.
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6)
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The Contractual Partner is, also after the termination of the service relationship, at any time obliged (under disclosure of all his knowledge and the surrender of all – also electronic – business documents, letters, notes, e-mails, messages, videos, pictures, drawings and drafts including own notes of business nature) to cooperate in any investigation of clarification of factual circumstances, with respect to which the Company or any of its affiliated companies has a legitimate interest, and to cooperate in any respective internal or external interviews or procedures.
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7)
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The Contractual Partner shall promptly inform Linde plc in writing concerning the purchase or sale of shares in Linde plc or purchase or sale of options thereof in accordance with the respective statutory rules and the respective internal regulations as applicable at Linde plc. This also applies to similar transactions by persons closely connected to the Contractual Partner.
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1)
|
The Contractual Partner shall receive a fixed salary in the amount of gross Euro 664,000 (in words: Euro sixhundredandsixtyfourthousand) (Base Salary), payable in twelve equal monthly installments at the end of each month.
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2)
|
The Contractual Partner shall further receive an annual bonus (“Short-Term Incentive, STI”). The target percentage of the annual bonus in case of 100 percent target achievement amounts to 70 percent of the annual Base Salary. The potential grade of target achievement shall range between 0 percent and 200 percent. In addition, a component reflecting the individual performance (“Individual Performance Factor, IPF”) shall apply. For further details, the documentation “Linde plc Equity Awards and Annual Variable Compensation” and “2019 Annual Variable Compensation Performance Goals”, which have already been handed over, are referred to.
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3)
|
If the service relationship begins or ends during an ongoing financial year, the annual Base Salary and the annual bonus shall be granted on a pro rata temporis basis.
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4)
|
The Company also plans to allow the Management Board members to participate in the company's success through a risk-based compensation program with a long-term incentive impact. (“Linde plc Long-Term Incentive, LTI-Program”). The Contractual Partner shall be eligible to participate in such LTI-Program. The calculation basis for the LTI, which was granted to the Contractual Partner on 20 March 2019, amounts to USD 2,700,000.-. For this grant, the conditions as determined in the plan rules shall apply. The LTI-Program shall be voluntary and be subject to future amendments. Further, the LTI-Program and any additional grants shall be subject to the decision of the Compensation Committee of Linde plc. For details, the documentation “Linde plc Equity Awards”, which have already been handed over, are referred to.
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5)
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The remuneration system and the compensation of the Contractual Partner pursuant to 1) to 4) shall be reviewed by the Supervisory Board in regular intervals and, as the case may be, shall be newly determined taking the respective decisions of the Compensation Committee of Linde plc into account.
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6)
|
The Supervisory Board is entitled to grant to the Contractual Partner an additional incentive for any extraordinary performance. The decision shall be in the sole discretion of the Supervisory Board.
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7)
|
The payments made to the Contractual Partner pursuant to this § 3 are also deemed as compensation for all functions and tasks that the Contractual Partner performs for other Linde companies and in companies in which Linde Holding GmbH or a company which is affiliated with the Company holds a significant participation, (e.g. in boards of directors, supervisory boards, advisory boards, administrative boards etc.). In the event the Contractual Partner receives additional income directly by the above mentioned affiliated companies, the Contractual Partner shall, in due time prior to the payment, declare a waiver vis-à-vis the respective companies and inform the Company accordingly.
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8)
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The Contractual Partner agrees to the disclosure of his individual payments in the Notes to the Annual/Group Financial Statements according to the regulation of the German Commercial Code (HGB).
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1)
|
In the event of temporary work disability, the Company shall continue to make payments set out in § 3 up to a period of six months, but no longer than the termination of this service agreement.
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2)
|
If the Contractual Partner ceases to be engaged by the Company during the term of this Agreement due to death or work disability, he or his heirs shall be entitled to the salary pursuant to § 3 (1) for the month in which this service agreement terminates as well as for the six following months. In addition, he or his heirs shall be entitled to a prorated amount of the annual bonus (§ 3 (2)) reflecting that part of the year in which the Contractual Partner was actively engaged.
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3)
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The Contractual Partner shall undergo a thorough physical examination at regular intervals, usually once every year, at the expense of the Company.
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1)
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Reasonable expenses for travel, food, and miscellaneous expenditures, incurred in the interest of the Company shall be reimbursed to the Contractual Partner according to the Company's Travel Expenses Guidelines for Executive Board Members and Management Board Members, as amended from time to time.
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2)
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The Company shall insure the Contractual Partner until expiration of his Office as a Management Board member against accidents.
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3)
|
Linde plc has entered into a D&O damage-liability Insurance for company managers.
|
4)
|
The Company shall provide the Contractual Partner an appropriate company car for work and private use according to the terms of the Company Car Regulation until the termination of his appointment as Management Board Member in accordance with the company car policy. The company car policy forms part of this agreement. In case of termination of the appointment as Management Board Member, the company car provided to the Contractual Partner must be returned at the seat of the Company without undue delay and in an orderly condition, together with all equipment. The Contractual Partner shall have no right of retention in respect of the company car.
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1)
|
The Contractual Partner is entitled to an annual vacation of 30 working days, which shall be taken in different parts.
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2)
|
If the Contractual Partner does not use his vacation days for reasons relating to work or to his person by the end of the calendar year, the vacation shall be transferred into the following year. Entitlement to vacation shall cease to exist upon expiration of 30 June of the following calendar year.
|
1)
|
This service agreement is, subject to paragraph 2) below, entered into for a fixed term beginning on 1 October 2019 and ending on 8 March 2024.
|
2)
|
In the event that the appointment of the Contractual Partner as a member of the Management Board of the Company ends prior to 8 March 2024, this service agreement shall - after expiry of the notice period set out in Section 622 of the German Civil Code (BGB) - also end without explicit notice of termination and irrespective of the existence of a termination right of the Company according to Section 626 of the German Civil Code. In the event the appointment of the Contractual Partner as a member of the Management Board is revoked by the Company, the Contractual Partner is entitled to a settlement payment according to §14 (1) subject to the requirements set out therein.
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3)
|
In the event of a termination of the appointment as Management Board Member, in particular in case of a revocation of the appointment or a resignation from office, the Company has the right to immediately release the Contractual Partner from active duty against payment of the Base Salary pursuant to § 3 (1) of this agreement.
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4)
|
The right of both parties to terminate this agreement for good cause remains unaffected. Each notice of termination requires written form.
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1)
|
Upon request or in case of a termination of his services unsolicited, the Contractual Partner shall completely and unconditionally return to the Company all documents, paperwork, emails, messages, videos, pictures, drawings and frats including his own business related notes regarding his official work (together referred to as "Business Documents") as well as any data carriers which contain Business Documents. Business Documents in electronic form which are stored on private computers of the Contractual Partner are to be returned to the Company on a data carrier and subsequently to be deleted on the private computer. The right to recover possession is not subject to a right of retention and also applies towards a legal successor of the Contractual Partner. In case of a termination of his services, the Contractual Partner will further without request return all other objects (in particular: keys, access cards, credit cards, notebooks, tablets, mobile phones) which belong to the Company or a group company or for which the Company or a group company has the right of disposal completely and in proper condition at the Company's seat. A right of retention with respect to such objects is excluded. The right to recover possession of such objects also applies towards a legal successor of the Contractual Partner.
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2)
|
Upon termination of his services, the Contractual Partner will delete all private emails (including attachments), other private data as well as any private voice messages, recordings or pictures (e.g., in mailbox systems of the Company or on his business phone) that he Contractual Partner is aware of (referred to as "Private Data"). The Contractual Partner hereby consents to a deletion of Private Data which has not been deleted or which is received by the Company after the Contractual Partner's departure, after the Company has inspected the data and come to the decision that the data is not business related, but of a private nature.
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1)
|
The Company will process and store personal data of the Contractual Partner (e.g., name, nationality, entry date, salary) to the extent that this is required for the service relationship and his appointment as member of the Management Board. The personal data will be stored in a separate data base to which only a small number of selected employees of the Company have access. The Company complies with the statutory retention periods. Personal data can be made available to employees of the Company or of affiliated companies within the European Union for the named purposes if this is reasonable. The Company reserves the right to use data processors to process personal data. Under applicable statutory provisions, the Contractual Partner has the right to be informed about the data which is stored about him by the Company and the rights to correction, deletion, restriction of processing and objection against processing as well as the right of data portability.
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2)
|
In order to prevent serious damages (in particular in case of a suspicion of a compliance breach or a breach of competition law) or to assess and enforce civil law claims against third parties or board members of the Company, it may become necessary - in the individual case - to save, search or evaluate data including emails of the Contractual Partner. In addition, it may become necessary to use the results vis-a-vis the supervisory board or in court or to grant access to the data to authorities if they are involved in clarifying the accusations. To the extent possible, data which apparently of a private nature will be excluded from the evaluation. Any measures under this paragraph will be coordinated with the data protection officer prior to the execution and the Contractual Partner will by informed about such measures either prior to the search or immediately thereafter.
|
1)
|
For a period of two years after termination of the engagement at the Company, the Contractual Partner agrees without the prior written consent of the Company neither to accept employment at, nor directly or indirectly own an interest in, nor assist or support a competitive company (Air Liquide, Air Products, Tayo Nippon Sanso, Messer und Yingde) in any form. This post-contractual non-compete obligation refers to (i) all areas of business in which Linde plc. and the Company are active at the point in time in which the service agreement ends (material scope) and (ii) the whole regional area in which Linde plc. and the Company are active at the point in time in which the service agreement ends (regional scope).
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2)
|
For compliance with this competition restriction the Company shall pay the Contractual Partner for a period of two years a compensation in the amount of 50 % of the fixed monthly salary pursuant to § 3 (1) of this agreement. The compensation shall be paid in monthly installments at the end of a month.
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3)
|
If the contract is terminated due to breach of contract by the Contractual Partner, the Supervisory Board shall in its free discretion decide whether and in what amount the Contractual Partner shall receive a compensation. If the contract is terminated due to a reason for which the Contractual Partner is not responsible, the Supervisory Board shall agree to an amicable rescission of the competition restriction, unless in a specific case significant interests of the Company would prevent such.
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4)
|
The offset of any other income against the compensation is governed by Section 74(c) of the German Commercial Code. Other income resulting from activities in supervisory or advisory boards, shall not be offset within the meaning of Sentence 1 above. Pension payments by the Company under § 13 shall be fully offset against the compensation.
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5)
|
Upon breach of the competition restriction, the Company is entitled to claim liquidated damages in the amount of Euro 100,000.00 (in words: Euros one hundred thousand) without the requirement of a proof of damages resulting from the breach of the competition restriction, provided that the liquidated damages may be claimed in addition to the statutory damage claims and alternatively instead of the claim for performance.
|
6)
|
The Company may waive its claim to the competition restriction by written notice before or concurrently with the termination of the service agreement with the consequence that the duty to pay compensation shall cease to exist beginning six months following such notice. If the service agreement expires upon or after completion of 62 years of age or is terminated by the Company for cause, the Company shall immediately be released from the duty to pay compensation, provided that the Company waived its claims to the competition restriction before or concurrently with the termination of the service agreement.
|
1)
|
a) If the Contractual Partner during his engagement at the Company becomes permanently work disabled due to sickness or other grounds or the service agreement expires upon or after completion of 65 years of age, the Contractual Partner shall receive a lifelong pension payable in monthly (at the end of a month) instalments equalling 20 % of the last monthly salary paid pursuant to § 3 (1) of this agreement. The monthly salary shall be the base salary pursuant to § 3 (1) divided by 12.
|
2)
|
Payment of the pension shall begin at the time at which the contractual payments based on the provisions contained in the service agreement end.
|
3)
|
The pension of the Contractual Partner shall be adjusted annually in accordance to the changes in the consumer price index as determined by the Federal Office of Statistics (Statistisches Bundesamt). The adjustment shall be made at the beginning of each calendar year, starting with the beginning of the first calendar year commencing after the retirement.
|
4)
|
Upon death of the Contractual Partner during his active engagement, his wife who at the time is living with him in a valid marriage shall receive a lifelong pension in the amount of 60 % of the pension which the Contractual Partner received or would have received if at the time of his death he would have been work disabled.
|
5)
|
a) Upon death of the Contractual Partner, each of the natural children of the Contractual Partner and the children adopted before retirement shall receive an orphan pension of 10 % of the pension claim the Contractual Partner received or would have received if he at the time of death would have been work disabled. If the children left behind are full orphans and younger than 18 years of age, a child having a claim shall receive one-fourth, two children having a claim shall receive three-eighths, and three or more children with claims shall receive a total of one half of the pension to which the Contractual Partner would have been entitled.
|
6)
|
The total amount of pension payments for the heirs shall not exceed the full amount of pension for the Contractual Partner. Any reduction of the exceeding amount shall be prorated among the specific payments.
|
7)
|
The terms of the above § 12 (3) apply for the pension payments to the heirs correspondingly.
|
8)
|
If the Contractual Partner has claims for pensions arising out of previous employment or service agreements, this includes also previous employment agreements with BOC, then such claims shall not be offset against the pension according to this service agreement. This does also apply to payments by Inland state pensions as well as state pensions abroad, a life Insurance (befreiende Lebensversicherung) or other professional pension agencies whose membership is not subject to the duty to insure. Together with this service agreement claims for pensions against Linde AG are transferred to the Company under the Agreement Company Pensions.
|
9)
|
If the Contractual Partner is no longer employed by the Company before retirement, he or his heirs shall retain a vested right in Company pension payments in the amount required by law, provided that the requirements for an irrevocable vested right (unverfallbare Anwartschaft) according to Section 1b para. 1 of the Act for Improvement of the Company Old-Age Pension (Gesetz zur Verbesserung der betrieblichen Altersversorgung) are given at the time of the retirement.
|
10)
|
The Company agrees to insure the regular payments and the irrevocable vested right in pension payments up to the highest amount possible at the pension assurance association (Pensions-Sicherungs-Verein) in the event of the Company's insolvency. Moreover, the Contractual Partner shall be granted a claim to contractual insolvency insurance in connection with a Contractual Trust Arrangement (CTA).
|
11)
|
For the term in which pension is paid, the pension recipients shall provide the Company with the income tax attributes and shall give prompt notice of changes in person or family status or determination of disability by the social Insurance company of the Company.
|
1)
|
If the service agreement of the Contractual Partner ends because
|
2)
|
Until completion of 65 years of age, the Contractual Partner must accept the offset against pension payments of such payments he receives from other regular employment (exception: compensation as member of a supervisory board, administration board or advisory boards or from other comparable mandates within Germany or abroad) to the extent such payments together with the pension exceed the total amount of payments last received by the Company.
|
1)
|
The settlement payment amounts to two annual compensations (as defined below under 2)). If the remaining term of the service agreement is less than two years, then the settlement payment shall be reduced to the amount of the annual compensation for the time commencing with termination of the service agreement until the end of the original term of the service agreement.
|
2)
|
For the purposes of such settlement payment the amount of the annual compensation shall be the sum of the base salary pursuant to § 3 (1) and the annual bonus component pursuant to § 3 (2) without any benefits in kind or fringe benefits for the full financial year prior to the end of the Contractual Partner's membership in the Management Board. In the event that the annual compensation of the Contractual Partner in the current financial year in which the termination of office takes place is expected to be significantly higher or lower than the annual compensation for the last complete financial year, the Supervisory Board will decide in its free discretion upon an adjustment of the amount to be defined as annual compensation.
|
3)
|
The Contractual Partner shall not be entitled to any pension payments for the period, on the basis of which the settlement payment is calculated in accordance with § 14 (1) (i.e. a maximum of two years or a shorter remaining term of contract). The beginning of retirement within the meaning of § 12 shall consequently be deferred to the end of such period and such period shall not be deemed as years the Contractual Partner served (Dienstjahre) within the meaning of § 12 (1)b.
|
1)
|
Place of performance is the registered Office of the Company. The registered Office of the Company shall be the venue in the case of Section 38 para 3-No. 2 of the German Code of Civil Procedure (ZPO), i.e. especially in case the Contractual Partner is domiciled outside Germany.
|
2)
|
Amendments and Supplements to this agreement must be in writing. There are no present or future oral collateral agreements.
|
3)
|
If specific provisions of this agreement are or become legally invalid, the remaining provisions of this agreement shall not be affected. The parties agree to replace any invalid Provision with a valid Provision which most closely reflects the commercial intent of the parties. As long as such a Provision has not been stipulated, the invalid Provision, to the extent possible, is to be interpreted so that the intended commercial intent is achieved to the largest extent possible.
|
4)
|
The provisions of the current executive board member's service agreement with Linde AG including the amendment agreement regarding the deferral component of the variable compensation which has been granted for the financial years including 2018 continue to apply after the termination of the executive board member's service agreement with respect to the remuneration components covered by it. Apart from that, the executive board member's service agreement with Linde AG his hereby terminated and this service agreement replaces any current provisions which hereby cease to be applicable.
|
5)
|
This agreement is solely subject to the laws of the German Federal Republic. Enforcing claims under a summary civil procedure where plaintiff relies entirely on documentary evidence (Urkundenprozess) is prohibited.
|
6)
|
There are three original copies of this agreement. The chairman of the Supervisory Board, the Contractual Partner, and the Company each shall receive one copy.
|
1.
|
Award of Restricted Stock Units. The Participant is hereby granted an award of INSERT# notional RSUs (the “Award”). Each RSU represents a bookkeeping entry which is intended to be equal in value to a single Share.
|
2.
|
Vesting of Award.
|
a.
|
Vesting. Except as otherwise provided herein:
|
(i)
|
This Award shall vest in full and become non-forfeitable on the first anniversary of the Grant Date if, and only if, the Participant has continuously served on the Board of Directors of the Company (the “Board”) at all times from the Grant Date through the first anniversary of the Grant Date.
|
(ii)
|
If the Participant’s service on the Board terminates for any reason other than because of removal by the Board for cause or by the shareholders prior to the first anniversary of the Grant Date, this Award shall immediately vest and become non-forfeitable as to a pro rata number of Shares based on the number of calendar days elapsed from the Grant Date through the date on which the Participant’s Board service terminated.
|
(iii)
|
The termination of the Participant’s service on the Board because of removal by the Board for cause or by the shareholders prior to the first anniversary of the Grant Date shall result in a full and immediate forfeiture of the Award.
|
b.
|
Change in Control. Change in Control. Notwithstanding any provision of this Section 2 to the contrary, in the event of a Change in Control occurring prior to the vesting date, except to the extent that a Replacement Award meeting the requirements set forth below is provided to the Participant to replace this Award, this Award shall become immediately vested.
|
(i)
|
Except as otherwise provided herein, a “Replacement Award” means an award: (a) having a value at least equal to the value of this Award as determined by the Committee in its sole discretion; (b) relating to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control; (c) which shall also become fully vested upon the Participant’s termination of service as a Director occurring in connection with, or during the period immediately after, such Change in Control but before the vesting date; and (d) with such other terms and conditions that are not less favorable to the Participant than the terms and conditions of this Award.
|
(ii)
|
If, immediately following the occurrence of a Change in Control, Linde plc ordinary shares continue to be publicly traded, a Replacement Award may, in the sole discretion of the Committee, take the form of a continuation of this Award, subject to such adjustments as the Committee shall determine to be necessary to ensure that such Replacement Award remains no less favorable to the Participant than this Award.
|
(iii)
|
The determination of whether the conditions of this Section 2.b. are satisfied shall be made by the Committee in its sole discretion. All references to the Committee in this Section 2.b. shall mean the Committee as constituted immediately before the Change in Control.
|
3.
|
Payment of Vested Award; Treatment upon Change in Control.
|
a.
|
This Award shall be settled as soon as practicable following its vesting date (the “Settlement Date”). Settlement of the Award shall occur by payment to the Participant of a number of Shares equal to (i) the full number of RSUs granted under this Award if the Award has vested in full on the first anniversary of the Grant Date (plus any vested accrued Dividend Equivalents pursuant to Section 4.b.); or (ii) a pro rata number of RSUs granted under this Award if the Award has partially vested prior to the first anniversary of the Grant Date (plus any vested accrued Dividend Equivalents pursuant to Section 4.b.). Settlement of the Award in connection with a Change in Control may be such other form of payment having an equivalent value as may be authorized by the Committee in its sole discretion.
|
4.
|
Other Terms and Conditions. It is understood and agreed that the Award of RSUs evidenced hereby is subject to the following terms and conditions:
|
a.
|
Rights of Participant. Except as provided in Section 4.e., the Participant shall have no right to transfer, pledge, hypothecate or otherwise encumber the Award. Prior to the payment of Shares in satisfaction of this Award, the Participant shall have none of the rights of a stockholder of the Company with respect to the Award, including, but not limited to, voting rights and the right to receive dividends, subject to the accrual of dividend equivalents provided in Subsection (b) below.
|
b.
|
Dividend Equivalents. As of the date any dividend is paid to holders of Shares, regardless of whether the Director is then a Director, the Award will be credited with additional RSUs equal to the number of Shares that could have been purchased with the amount which would have been paid as dividends on that number of Shares (including fractions of a share to three decimals) equal to the number of RSUs then subject to this Award as of the record date applicable to such dividend. The number of additional RSUs to be credited will be calculated to three decimals by dividing the amount which would have been paid as dividends by the closing price of a Share as reported on the New York Stock Exchange as of the date the dividend would have been paid. In the case of dividends paid in property other than cash, the amount of the dividend shall be deemed to be the fair market value of the property at the time of the payment of the dividend, as determined in good faith by the Committee. Dividend Equivalents shall be settled in Shares on the Settlement Date, and any fractional amount shall be rounded down to the nearest whole share.
|
c.
|
No Right to Continued Service as a Director. This Award shall not confer upon the Participant any right with respect to continuance of service as a director of the Company, nor shall this Award interfere with the right of the Company’s Board of Directors or the shareholders to remove the Participant as a director, with or without cause.
|
d.
|
No Right to Future Awards. The Participant’s selection to receive this Award shall in no way entitle him/her to receive, or otherwise obligate the Company or its Board of Directors to provide the Participant, any future RSUs or other awards under the Plan or otherwise.
|
e.
|
Transferability. This Award is not transferable other than:
|
(i)
|
in the event of the Participant’s death, in which case this Award shall be transferred to the Participant’s executor, administrator, or legal representative, or
|
(ii)
|
pursuant to a domestic relations order.
|
f.
|
Cancellation of Award. Notwithstanding any other provision of this Award, the Committee may, in its sole discretion, cancel, rescind, suspend, withhold, or otherwise limit or restrict this Award, and/or recover any gains realized by the Participant in connection with this Award, in the event any actions by the Participant are determined by the Committee to (i) constitute a conflict of interest with Linde, (ii) be prejudicial to Linde’s interests, or (iii) violate any non-compete agreement or obligation of the Participant to Linde, any confidentiality agreement or obligation of the Participant to Linde, or Linde’s applicable policies.
|
5.
|
Tax Withholding. Upon the Settlement Date, the Company may deduct from the number of Shares (or other form of payment if applicable) otherwise due the Participant, Shares (or other form of payment if applicable)having a Fair Market Value (or fair market value in the event of payment other than in Shares) sufficient to discharge all applicable federal, state, city, local or foreign taxes of any kind, if any, required to be withheld with respect to such payment; provided that, if Shares are so withheld, they shall be withheld only up to the minimum required tax withholding rates or such other rate that will not trigger a negative accounting impact on the Company. In the alternative, the Company shall have the right to require the Participant to pay cash to satisfy any applicable withholding taxes as a condition to the payment of the Award.
|
6.
|
References. References herein to rights and obligations of the Participant shall apply, where appropriate, to the Participant’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Award.
|
7.
|
Governing Law. This Award shall be governed by and construed in accordance with the laws of Connecticut, without giving effect to principles of conflict of laws.
|
8.
|
No Third Party Beneficiaries. Except as expressly provided in the Plan or herein, neither the Plan nor this Award will confer on any person other than Linde and the Participant any rights or remedies under the Plan or hereunder.
|
1.
|
As from the day subsequent to the Termination Date, the Engaging Entity enters into the Pension Commitment as well as the Pension Obligations resulting therefrom pursuant to sec. 4 of the German Act on Company Pensions (BetrAVG) with exonerating effect and with the proviso that the complete time of service which the Contractual Partner performed at the Company is deemed to count as time of service at the Engaging Entity in respect of both, the existence of the Pension Commitment and the amount of the Pension Obligations.
|
2.
|
As compensation for the assumption of the Pension Obligations by the Engaging Entity, the Company undertakes to ensure that trust assets shall be transferred from the CTA of the Company to the CTA of the Engaging Entity, whereby the value of the assets to be transferred shall be the value of the Trust Assets times the amount of Pension Obligations allocated to the Contractual Partner and divided by the total amount of pension obligations (as relevant under the Contractual Trust Arrangement).
|
3.
|
The Engaging Entity is obliged to continue the pension commitment referred to in sec. 1 hereof without changes.
|
4.
|
The Contractual Partner agrees to the transfer and assumption of the Pension Commitment by the Engaging Entity with exonerating effect. The Contractual Partner declares irrevocably that with the settlement of this agreement, no further pension entitlements pursuant to the German Act on Company Pensions exist towards the Company. As a precaution, the Contractual Partner herewith explicitly waives all pension entitlements towards the Company.
|
5.
|
In the case that the Contractual Partner or his dependents nevertheless make any claim under the Pension Commitment against the Company, the Engaging Entity is obliged to reimburse to the Company all costs resulting from the claim and to indemnify and hold harmless the Company from any and all obligations resulting from such claim, whereby it shall be the Company’s choice whether by payment to the Company, to the Contractual Partner or his dependents or to any third party as determined by the Company.
|
6.
|
Any amendments or supplements to this agreement shall require written form to be valid. The same shall apply in respect of a waiver of the requirement of written form.
|
7.
|
Should any provisions of this agreement be or become invalid, the remaining provisions shall remain unaffected thereby. Instead of the invalid provision as well as in case of any gaps in this agreement, an adequate regulation is to be agreed upon which comes as close as possible to the parties’ commercial intention or which comes as close as possible to what the parties would have agreed upon if they had thought of the matter in the first place, respectively.
|
8.
|
German statutory law shall apply for any disputes concerning the validity of this agreement as well as concerning any claims and rights resulting from or in connection with this agreement. The place of jurisdiction shall be the seat of Linde Holding GmbH.
|
Linde plc Subsidiaries
|
Place of Incorporation
|
10 Riverview Drive LLC
|
Delaware
|
44001 ONTARIO LIMITED
|
Canada
|
AB Held
|
Sweden
|
Acetylene Oxygen Company
|
Texas
|
African Oxygen Limited
|
South Africa
|
AFROX - África Oxigénio, Limitada
|
Angola
|
AFROX (LESOTHO) (PTY) LTD
|
Lesotho
|
AFROX (PROPRIETARY) LIMITED
|
South Africa
|
AFROX AFRICAN INVESTMENTS (PTY) LIMITED
|
South Africa
|
AFROX GAS & ENGINEERING SUPPLIES (BOTSWANA) (PTY) LIMITED
|
Botswana
|
AFROX INTERNATIONAL LIMITED
|
Mauritius
|
Afrox Malawi Limited
|
Malawi
|
Afrox Moçambique, Limitada
|
Mozambique
|
AFROX PROPERTIES (PTY) LIMITED
|
South Africa
|
AFROX ZAMBIA LIMITED
|
Zambia
|
AGA Aktiebolag
|
Sweden
|
AGA Fastighet Göteborg AB
|
Sweden
|
AGA Gas Aktiebolag
|
Sweden
|
AGA Industrial Gas Engineering Aktiebolag
|
Sweden
|
AGA International Investment Aktiebolag
|
Sweden
|
AGA Medical Aktiebolag
|
Sweden
|
AGA S.A.
|
Uruguay
|
AGA SIA
|
Latvia
|
Agatronic AB
|
Sweden
|
Agua y Gas de Sillunchi S.A.
|
Ecuador
|
AHP Alliance of Columbia
|
South Carolina
|
AHP Delmarva, LLP
|
Maryland
|
AHP Home Care Alliance of Gainesville
|
Florida
|
AHP Home Care Alliance of Tennessee
|
Tennessee
|
AHP Home Care Alliance of Virginia
|
Virginia
|
AHP Home Medical Equipment Partnership of Texas
|
Texas
|
AHP Knoxville Partnership
|
Tennessee
|
AHP-MHR Home Care, LLP
|
Nebraska
|
AIRCO COATING TECHNOLOGY LIMITED
|
United Kingdom
|
ALBOC (JERSEY) LIMITED
|
Jersey
|
ALLWELD INDUSTRIAL AND WELDING SUPPLIES LIMITED
|
United Kingdom
|
Almacenes Geneva S.A.
|
Panama
|
ALPHA RESPIRATORY INC.
|
Delaware
|
AMALGAMATED GAS AND WELDING (PTY) LIMITED
|
South Africa
|
AMALGAMATED WELDING AND CUTTING HOLDINGS (PROPRIETARY) LIMITED
|
South Africa
|
American HomePatient Arkansas Ventures, Inc.
|
Delaware
|
American HomePatient Delaware Ventures, Inc.
|
Delaware
|
American HomePatient of Kingstree, LLC
|
South Carolina
|
American HomePatient of New York, Inc.
|
New York
|
American HomePatient of Sanford, LLC
|
North Carolina
|
American HomePatient of Texas, LLC
|
Texas
|
American HomePatient of Unifour, LLC
|
North Carolina
|
American HomePatient Tennessee Ventures, Inc.
|
Delaware
|
American HomePatient Ventures, Inc.
|
Tennessee
|
American HomePatient, Inc.
|
Delaware
|
AMERICAN HOMEPATIENT, INC.
|
Delaware
|
American HomePatient, Inc.
|
Delaware
|
Anhui JuLan Industrial Gases Co., Ltd.
|
China
|
AO "Linde Gas Rus"
|
Russian Federation
|
AO "Linde Uraltechgaz"
|
Russian Federation
|
Argyle Welding Supply Company, Inc.
|
New Mexico
|
Aries 94 s.r.o.
|
Slovakia
|
AS Eesti AGA
|
Estonia
|
ASIA UNION (SHANGHAI) ELECTRONIC CHEMICAL COMPANY LIMITED
|
China
|
ASIA UNION ELECTRONIC CHEMICAL CORPORATION
|
Taiwan
|
ASIA UNION ELECTRONIC CHEMICALS - RENO, INC.
|
Nevada
|
AUECC (BVI) HOLDINGS LIMITED
|
British Virgin Islands
|
AUECC Shanghai (Baoshan) Co. Ltd.
|
China
|
AUECC Shanghai (Fengxian) Co. Ltd.
|
China
|
AUSCOM HOLDINGS PTY LIMITED
|
Australia
|
AWCE (PROPRIETARY) LIMITED
|
South Africa
|
B.V. Nederlandse Pijpleidingmaatschappij
|
Netherlands
|
Baptist Ventures - AHP Homecare Alliance of Montgomery
|
Alabama
|
Beijing Praxair Huashi Carbon Dioxide Co., Ltd.
|
China
|
Beijing Praxair, Inc.
|
China
|
Blue LNG Beteiligungsgesellschaft mbH
|
Germany
|
Blue LNG GmbH & Co. KG
|
Germany
|
Blue Ridge Home Care
|
North Carolina
|
BOC (China) Holdings Co., Ltd.
|
China
|
BOC (PHILS.) HOLDINGS, INC.
|
Philippines
|
BOC (TRADING) LIMITED
|
Ireland
|
BOC AIP Limited Partnership
|
Australia
|
BOC Australia Pty Limited
|
Australia
|
BOC AUSTRALIAN FINANCE LIMITED
|
Jersey
|
BOC CHILE HOLDINGS LIMITED
|
United Kingdom
|
BOC CUSTOMER ENGINEERING PTY LTD
|
Australia
|
BOC de Chile S.A.
|
Chile
|
BOC DISTRIBUTION SERVICES LIMITED
|
United Kingdom
|
BOC DUTCH FINANCE
|
United Kingdom
|
BOC Europe Holdings B.V.
|
Netherlands
|
BOC Gases (Suzhou) Co., Ltd.
|
China
|
BOC Gases (Tianjin) Company Limited
|
China
|
BOC GASES ARUBA N.V.
|
Aruba
|
BOC GASES DE MEXICO, S.A. DE C.V.
|
Mexico
|
BOC GASES FINANCE LIMITED
|
Australia
|
BOC GASES IRELAND HOLDINGS LIMITED
|
Ireland
|
BOC Gases Ireland Limited
|
Ireland
|
BOC GASES LIMITED
|
United Kingdom
|
BOC GASES MOZAMBIQUE LIMITED
|
Mozambique
|
BOC Gases Nigeria Plc
|
Nigeria
|
BOC GASES SOLOMON ISLANDS LIMITED
|
Solomon Islands
|
BOC GIST INC
|
Philippines
|
BOC GROUP PTY LIMITED
|
Australia
|
BOC HEALTHCARE LIMITED
|
United Kingdom
|
BOC HELEX
|
United Kingdom
|
BOC HOLDINGS
|
United Kingdom
|
BOC Intressenter AB
|
Sweden
|
BOC INVESTMENT HOLDING COMPANY (IRELAND) LIMITED
|
Ireland
|
BOC INVESTMENT HOLDINGS LIMITED
|
United Kingdom
|
BOC INVESTMENTS (LUXEMBOURG) LIMITED
|
United Kingdom
|
BOC Investments Ireland Unlimited Company
|
Ireland
|
BOC INVESTMENTS NO.1 LIMITED
|
United Kingdom
|
BOC INVESTMENTS NO.5
|
United Kingdom
|
BOC INVESTMENTS NO.7
|
United Kingdom
|
BOC JAPAN
|
United Kingdom
|
BOC Kenya plc
|
Kenya
|
BOC KOREA HOLDINGS LIMITED
|
United Kingdom
|
BOC LIENHWA (BVI) HOLDING Co., Ltd.
|
British Virgin Islands
|
BOC LIMITED
|
United Kingdom
|
BOC Limited (Australia)
|
Australia
|
BOC LIMITED (New Zealand)
|
New Zealand
|
BOC LUXEMBOURG FINANCE
|
United Kingdom
|
BOC NETHERLANDS HOLDINGS LIMITED
|
United Kingdom
|
BOC NEW ZEALAND HOLDINGS LIMITED
|
New Zealand
|
BOC NO. 1 LIMITED
|
Guernsey
|
BOC NO. 2 LIMITED
|
Guernsey
|
BOC NOMINEES LIMITED
|
United Kingdom
|
BOC Papua New Guinea Limited
|
Papua New Guinea
|
BOC PENSION SCHEME TRUSTEES LIMITED
|
United Kingdom
|
BOC PENSIONS LIMITED
|
United Kingdom
|
BOC PREFERENCE LIMITED
|
Jersey
|
BOC RSP TRUSTEES LIMITED
|
United Kingdom
|
BOC SEPS TRUSTEES LIMITED
|
United Kingdom
|
BOC SERVICES LIMITED
|
United Kingdom
|
BOC Tanzania Limited
|
Tanzania
|
BOC Uganda Limited
|
Uganda
|
BOCLH Industrial Gases (Chengdu) Co., Ltd
|
China
|
BOCLH Industrial Gases (DaLian) Co., Ltd.
|
China
|
BOCLH Industrial Gases (Shanghai) Co., Ltd.
|
China
|
BOCLH Industrial Gases (Songjiang) Co., Ltd.
|
China
|
BOCLH Industrial Gases (Suzhou) Co., Ltd.
|
China
|
BOCLH Industrial Gases (Waigaoqiao) Co., Ltd.
|
China
|
BOCLH Industrial Gases (Xiamen) Co., Ltd.
|
China
|
BOGGY CREEK PTY LIMITED
|
Australia
|
BOTSWANA OXYGEN COMPANY (PTY) LIMITED
|
Botswana
|
BOTSWANA STEEL ENGINEERING (PTY) LIMITED
|
Botswana
|
BRITISH INDUSTRIAL GASES LIMITED
|
United Kingdom
|
BRITISH OXYGEN (HONG KONG) LIMITED
|
Hong Kong
|
CARING RESPONDERS LLC
|
Delaware
|
Catholic Health Home Respiratory, LLC
|
New York
|
Ceylon Oxygen Ltd.
|
Sri Lanka
|
CIGC CORPORATION
|
Philippines
|
Coastal Home Care
|
South Carolina
|
Coatec Gesellschaft fϋr Oberflächenveredelung mbH
|
Germany
|
Commercium Immobilien- und Beteiligungs-GmbH
|
Germany
|
Compañía de Nitrógeno de Cantarell, S.A. de C.V.
|
Mexico
|
Compañía de Operaciones de Nitrógeno, S.A. de C.V.
|
Mexico
|
Complete Infusion Services, LLC
|
Michigan
|
Comprehensive Sleep Solutions, LLC
|
Arizona
|
CONFEDERATE TECHNOLOGY COMPANY LIMITED
|
Taiwan
|
Consultora Rynuter S.A.
|
Uruguay
|
CONVACARE SERVICES, INC.
|
Indiana
|
COOPER CRYOSERVICE LIMITED
|
Ireland
|
CPAP SUPPLY USA LLC
|
Delaware
|
CRYO Aktiebolag
|
Sweden
|
CRYO INDUSTRIAL GASES, INC.
|
Philippines
|
Cryostar Cryogenic Equipments (Hangzhou) Co. Ltd.
|
China
|
Cryostar do Brasil Equipamentos Rotativos & Criogenicos Ltda.
|
Brazil
|
CRYOSTAR LIMITED
|
United Kingdom
|
CRYOSTAR SAS
|
France
|
Cryostar Singapore Pte Ltd
|
Singapore
|
Cryostar USA LLC
|
Delaware
|
Dablioeme Participacoes Ltda.
|
Brazil
|
DAVAO OXYGEN CORPORATION
|
Philippines
|
Designated Companies, Inc.
|
New York
|
DeVine Products, Inc.
|
Delaware
|
Distribuciones Invegas S.C.A.
|
Venezuela
|
DME Supply USA, LLC
|
Delaware
|
EHVIL DISSENTIENTS LIMITED
|
United Kingdom
|
ELGAS AUTOGAS PTY LIMITED
|
Australia
|
ELGAS LIMITED
|
Australia
|
ELGAS LIMITED
|
New Zealand
|
ELGAS RETICULATION PTY LIMITED
|
Australia
|
Eurogaz-Gdynia Sp. z o.o.
|
Poland
|
EXPRESS INDUSTRIAL & WELDING SUPPLIES LIMITED
|
United Kingdom
|
Famex Comercio Atacadista de Gas Carbonico Ltda.
|
Brazil
|
FAR EASTERN INDUSTRIAL GASES COMPANY LIMITED
|
Taiwan
|
Flaskgascentralen i Malmö Aktiebolag
|
Sweden
|
FLUOROGAS LIMITED
|
United Kingdom
|
Founders Healthcare L.L.C.
|
Arizona
|
FUTURE INDUSTRIAL AND WELDING SUPPLIES LTD.
|
United Kingdom
|
Fuzhou Linde Lienhwa Gases Co., Ltd
|
China
|
G.L BAKER (TRANSPORT) LIMITED
|
United Kingdom
|
GAFFNEY INDUSTRIAL & WELDING SUPPLIES LTD
|
United Kingdom
|
Gama Gases Especiais Ltda.
|
Brazil
|
Gamma Acquisition Inc.
|
Delaware
|
GAS & GEAR LIMITED
|
United Kingdom
|
Gas & More GmbH
|
Germany
|
Gases de Ensenada S.A.
|
Argentina
|
Gases Industriales, S.A.
|
Panama
|
Gases Tachira S.A.
|
Venezuela
|
GI/LINDE ALGERIE SPA
|
Algeria
|
Gist Distribution Limited
|
Ireland
|
GIST FRANCE S.A.R.L.
|
France
|
Gist Holding B.V.
|
Netherlands
|
GIST LIMITED
|
United Kingdom
|
Gist Nederland B.V.
|
Netherlands
|
Gist Österreich GmbH
|
Austria
|
Gist USA LLC
|
Delaware
|
GISTRANS Czech Republic s.r.o.
|
Czech Republic
|
GNC Matao Compressao de Gas Natural Ltda.
|
Brazil
|
GNL Gemini Comercializacao e Logistica de Gas Ltda.
|
Brazil
|
GRANDPLAINS PROPERTIES, INC.
|
Philippines
|
Great Lakes Street, Inc.
|
Delaware
|
Grupo Linde Gas Argentina S.A.
|
Argentina
|
HANDIGAS (BOTSWANA) (PTY) LIMITED
|
Botswana
|
HANDIGAS LIMITED
|
United Kingdom
|
HANDIGAS SWAZILAND (PTY) LIMITED
|
Swaziland
|
Hangzhou Linde International Trading Co., Ltd.
|
China
|
HEALTH CARE SOLUTIONS AT HOME INC.
|
Delaware
|
HealthCare Solutions IV LLC
|
Delaware
|
HEAT GAS (PTY) LIMITED
|
Botswana
|
Helium Centre Pte Ltd.
|
Singapore
|
HICK, HARGREAVES AND COMPANY LIMITED
|
United Kingdom
|
HKO DEVELOPMENT COMPANY LIMITED
|
Hong Kong
|
Holox Inc.
|
Georgia
|
HOME-CARE EQUIPMENT NETWORK INC.
|
Delaware
|
Homelink Home Health Care
|
Arkansas
|
Hydromotive GmbH & Co. KG
|
Germany
|
Hydromotive Verwaltungs-GmbH
|
Germany
|
IGL (PTY) LIMITED
|
Namibia
|
IGL PROPERTIES (PTY) LIMITED
|
Namibia
|
INDONESIA POWER HOLDINGS LIMITED
|
United Kingdom
|
Industria Paraguaya de Gases S.R.L.
|
Paraguay
|
Industria Venezoelana de Gas INVEGAS, S.C.A.
|
Venezuela
|
INDUSTRIAL & WELDING SUPPLIES (NORTH WEST) LIMITED
|
United Kingdom
|
INDUSTRIAL AND WELDING MANAGEMENT LIMITED
|
United Kingdom
|
INDUSTRIAL SUPPLIES & SERVICES LIMITED
|
United Kingdom
|
Ipes Industria de Produtos e Equipamentos de Solda Ltda.
|
Brazil
|
ISAGA ehf.
|
Iceland
|
ISAS TRUST
|
South Africa
|
ITO Industries International SA
|
Romania
|
IWS (INDUSTRIAL & WELDING SUPPLIES) LIMITED
|
United Kingdom
|
Jianyang Linde Medical Gases Company Limited
|
China
|
Joint Stock Company "Volgograd Oxygen Plant"
|
Russian Federation
|
Kelvin Finance Company Limited
|
Ireland
|
KEY PROOF INVESTMENTS LIMITED
|
British Virgin Islands
|
KIDDO INVESTMENTS (PTY) LIMITED
|
Botswana
|
Kiinteistö Oy Karakaasu
|
Finland
|
Kiinteistö Oy Karaportti
|
Finland
|
Kosmoid Finance Unlimited Company
|
Ireland
|
KTPV (THAILAND) LIMITED
|
Thailand
|
Kunshan Praxair Co., Ltd.
|
China
|
LAG Methanol LLC
|
Delaware
|
LANSING GROUP LIMITED
|
United Kingdom
|
LEEN GATE INDUSTRIAL & WELDING SUPPLIES (SCOTLAND) LIMITED
|
United Kingdom
|
LEENGATE INDUSTRIAL & WELDING SUPPLIES (LINCOLN) LIMITED
|
United Kingdom
|
LEENGATE INDUSTRIAL & WELDING SUPPLIES (NORTH EAST) LIMITED
|
United Kingdom
|
LEENGATE INDUSTRIAL & WELDING SUPPLIES (NOTTINGHAM) LIMITED
|
United Kingdom
|
LEENGATE INDUSTRIAL & WELDING SUPPLIES LIMITED
|
United Kingdom
|
LESOTHO OXYGEN COMPANY (PTY) LIMITED
|
Lesotho
|
LIEN CHIA INDUSTRIAL GASES COMPANY LIMITED
|
Taiwan
|
LIEN CHUAN INDUSTRIAL GASES COMPANY LIMITED
|
Taiwan
|
LIEN FUNG PRECISION TECHNOLOGY DEVELOPMENT CO., LTD
|
Taiwan
|
LIEN HWA COMMONWEALTH CORPORATION
|
Taiwan
|
LIEN HWA INDUSTRIAL GASES (HK) LIMITED
|
Hong Kong
|
LIEN HWA LOX CRYOGENIC EQUIPMENT CORPORATION
|
Taiwan
|
LIEN SHENG INDUSTRIAL GASES COMPANY LIMITED
|
Taiwan
|
LIEN TONG GASES COMPANY LIMITED
|
Taiwan
|
LIEN YANG INDUSTRIAL GASES COMPANY LIMITED
|
Taiwan
|
LifeCare Solutions, Inc.
|
Delaware
|
Limited Liability Company Praxair Azot Togliatti
|
Russian Federation
|
Limited Liability Company Praxair Rus
|
Russian Federation
|
Limited Liability Company Praxair Samara
|
Russian Federation
|
Limited Liability Company Praxair Titanium Valley
|
Russian Federation
|
Limited Liability Company Praxair Volgograd
|
Russian Federation
|
LINCARE EQUIPMENT LLC
|
Delaware
|
LINCARE HOLDINGS INC.
|
Delaware
|
LINCARE INC.
|
Delaware
|
LINCARE LEASING LLC
|
Delaware
|
LINCARE LICENSING INC.
|
Delaware
|
LINCARE OF CANADA ACQUISITIONS INC.
|
Delaware
|
LINCARE OF CANADA INC.
|
Canada
|
LINCARE OF NEW YORK, INC.
|
New York
|
LINCARE PHARMACY SERVICES INC.
|
Delaware
|
LINCARE PROCUREMENT INC.
|
Delaware
|
LINCARE PULMONARY REHAB MANAGEMENT, LLC
|
Delaware
|
Lincare Pulmonary Rehab Services of Missouri, LLC
|
Missouri
|
LINCARE PULMONARY REHAB SERVICES OF OHIO, LLC
|
Ohio
|
Linde (Australia) Pty. Ltd.
|
Australia
|
Linde (Huizhou) Industrial Gas Co., Ltd.
|
China
|
Linde (Quanzhou) Carbon Dioxide Co. Ltd.
|
China
|
Linde (Thailand) Public Company Limited
|
Thailand
|
Linde Air Chemicals Limited
|
Thailand
|
Linde Aktiengesellschaft
|
Germany
|
Linde Arabian Contracting Co., Ltd.
|
Saudi Arabia
|
Linde Arooxy (Xi'an) Life Science Co., Ltd.
|
China
|
Linde Bangladesh Limited
|
Bangladesh
|
LINDE BUSINESS SOLUTIONS CENTER PHILIPPINES, INC.
|
Philippines
|
LINDE CANADA HOLDINGS LIMITED
|
United Kingdom
|
Linde Carbonic (Wuhu) Company Ltd.
|
China
|
Linde Carbonic Company Ltd., Shanghai
|
China
|
LINDE CRYOGENICS LIMITED
|
United Kingdom
|
LINDE CRYOPLANTS LIMITED
|
United Kingdom
|
Linde Delaware Investments Inc.
|
Delaware
|
Linde Ecuador S.A.
|
Ecuador
|
Linde Electronics & Specialty Gases (Suzhou) Co Ltd.
|
China
|
Linde Electronics B.V.
|
Netherlands
|
Linde Electronics GmbH
|
Austria
|
Linde Electronics GmbH & Co. KG
|
Germany
|
LINDE ELECTRONICS SAS
|
France
|
Linde Electronics Verwaltungs GmbH
|
Germany
|
LINDE ELECTRONICS, S.L.
|
Spain
|
Linde Engineering (Dalian) Co. Ltd.
|
China
|
Linde Engineering (Hangzhou) Co. Ltd.
|
China
|
Linde Engineering (Malaysia) Sdn. Bhd.
|
Malaysia
|
Linde Engineering India Private Limited
|
India
|
Linde Engineering Middle East LLC
|
United Arab Emirates
|
Linde Engineering North America LLC
|
Delaware
|
Linde Engineering South Africa (Pty) Ltd.
|
South Africa
|
Linde Engineering US LLC
|
Delaware
|
Linde EOX Sdn. Bhd.
|
Malaysia
|
LINDE FINANCE
|
United Kingdom
|
Linde Finance B.V.
|
Netherlands
|
Linde France S.A.
|
France
|
Linde Gas (H.K.) Limited
|
Hong Kong
|
Linde Gas (Jining) Co., Ltd.
|
China
|
Linde Gas a.s.
|
Czech Republic
|
Linde Gas A/S
|
Denmark
|
Linde Gas Algerie S.p.A.
|
Algeria
|
LINDE GAS AS
|
Norway
|
Linde Gas Asia Pte Ltd
|
Singapore
|
Linde Gas Belgium NV
|
Belgium
|
Linde Gas Benelux B.V.
|
Netherlands
|
Linde Gas Bulgaria EOOD
|
Bulgaria
|
Linde Gas Chile S.A.
|
Chile
|
Linde Gas Cryoservices B.V.
|
Netherlands
|
Linde Gas Curaçao N.V.
|
Curacao
|
LINDE GAS DOMINICANA, S.R.L.
|
Dominican Republic
|
LINDE GAS ESPAÑA SOCIEDAD ANONIMA
|
Spain
|
Linde Gas GmbH
|
Austria
|
LINDE GAS HOLDINGS LIMITED
|
United Kingdom
|
Linde Gas Italia S.r.l.
|
Italy
|
LINDE GAS MIDDLE EAST LLC
|
United Arab Emirates
|
Linde Gas Ningbo Ltd.
|
China
|
Linde Gas North America LLC
|
Delaware
|
Linde Gas Perú S.A.
|
Peru
|
Linde Gas Products Malaysia Sdn. Bhd.
|
Malaysia
|
Linde Gas Produktionsgesellschaft mbH & Co. KG
|
Germany
|
Linde Gas s. r. o.
|
Slovakia
|
Linde Gas Shenzhen Ltd.
|
China
|
Linde Gas Singapore Pte. Ltd.
|
Singapore
|
Linde Gas Southeast (Xiamen) Ltd.
|
China
|
LINDE GAS SRBIJA Industrija gasova a.d. Bečej
|
Serbia
|
Linde Gas Therapeutics Benelux B.V.
|
Netherlands
|
Linde Gas Therapeutics GmbH
|
Germany
|
Linde Gas Tunisie S.A.
|
Tunisia
|
Linde Gas Verwaltungs GmbH
|
Germany
|
Linde Gas Vietnam Limited
|
Vietnam
|
Linde Gas Xiamen Ltd.
|
China
|
Linde Gas Zhenhai Ltd.
|
China
|
Linde Gases (Changzhou) Company Limited
|
China
|
Linde Gases (Chengdu) Co., Ltd.
|
China
|
Linde Gases (Chongqing) Co., Ltd.
|
China
|
Linde Gases (Fushun) Co., Ltd.
|
China
|
Linde Gases (Hefei) Co., Ltd.
|
China
|
Linde Gases (Huizhou) Co., Ltd.
|
China
|
Linde Gases (Langfang) Co., Ltd.
|
China
|
Linde Gases (Meishan) Co., Ltd.
|
China
|
Linde Gases (Nanjing) Company Limited
|
China
|
Linde Gases (Shanghai) Co., Ltd.
|
China
|
Linde Gases (Suzhou) Company Limited
|
China
|
Linde Gases (Taixing) Co., Ltd.
|
China
|
Linde Gases (Xuzhou) Company Limited
|
China
|
Linde Gases (Yantai) Co., Ltd.
|
China
|
Linde Gases (Zhangzhou) Co., Ltd.
|
China
|
Linde Gases Daxie Company Limited
|
China
|
Linde Gases Moçambique, Limitada
|
Mozambique
|
Linde Gaz Anonim Şirketi
|
Turkey
|
Linde Gáz Magyarország Zrt.
|
Hungary
|
LINDE GAZ POLSKA Spółka z o.o.
|
Poland
|
LINDE GAZ ROMANIA S.R.L.
|
Romania
|
Linde Global IT Services s. r. o.
|
Slovakia
|
LINDE GLOBAL SERVICES PHILIPPINES, INC.
|
Philippines
|
LINDE GLOBAL SERVICES PORTUGAL, UNIPESSOAL LDA
|
Portugal
|
Linde Global Support Services Private Limited
|
India
|
LINDE HADJIKYRIAKOS GAS LIMITED
|
Cyprus
|
Linde Healthcare AB
|
Sweden
|
LINDE HEALTHCARE MIDDLE EAST LLC
|
United Arab Emirates
|
LINDE HELIUM HOLDINGS LIMITED
|
United Kingdom
|
LINDE HELIUM M E FZCO
|
United Arab Emirates
|
Linde Hellas Monoprosopi E.P.E.
|
Greece
|
Linde Hidrógeno, S.A. de C.V.
|
Mexico
|
Linde HKO Limited
|
Hong Kong
|
Linde Holding GmbH
|
Germany
|
Linde Holdings Netherlands B.V.
|
Netherlands
|
Linde Holdings New Zealand Limited
|
New Zealand
|
Linde Holdings SAS
|
France
|
Linde Holdings, LLC
|
Delaware
|
Linde Homecare Belgium SPRL
|
Belgium
|
Linde Homecare Benelux B.V.
|
Netherlands
|
LINDE HOMECARE FRANCE SAS
|
France
|
Linde Huachang (Zhangjiagang) Gas Co. Ltd.
|
China
|
Linde HyCO Limited
|
Thailand
|
Linde HyCO LLC
|
Delaware
|
Linde Hydrogen FuelTech GmbH
|
Austria
|
LINDE INDIA LIMITED
|
India
|
LINDE INDUSTRIAL GASES (MALAYSIA) SDN. BHD.
|
Malaysia
|
LINDE INVESTMENTS FINLAND OY
|
Finland
|
LINDE INVESTMENTS LLC
|
Delaware
|
LINDE INVESTMENTS No.1 LIMITED
|
United Kingdom
|
Linde Jubail Industrial Gases Factory LLC
|
Saudi Arabia
|
Linde Kryotechnik AG
|
Switzerland
|
Linde Lienhwa China Holding Co., Ltd.
|
China
|
Linde Lienhwa Gases (BeiJing) Co., Ltd.
|
China
|
Linde Lienhwa Gases (Chengdu) Co., Ltd.
|
China
|
Linde Lienhwa Gases (Wuhan) Co., Ltd
|
China
|
Linde Lienhwa Industrial Gases (Xianyang) Co., Ltd.
|
China
|
LINDE LIENHWA INDUSTRIAL GASES CO. LTD.
|
Taiwan
|
LINDE MALAYSIA HOLDINGS BERHAD
|
Malaysia
|
LINDE MALAYSIA SDN. BHD.
|
Malaysia
|
Linde Médica, S.L.
|
Spain
|
LINDE MEDICALE Srl
|
Italy
|
LINDE MEDICINAL, S.L.
|
Spain
|
Linde Nanjing Chemical Industrial Park Gases Co., Ltd.
|
China
|
LINDE NORTH AMERICA HOLDINGS LIMITED
|
United Kingdom
|
Linde Österreich Holding GmbH
|
Austria
|
LINDE PHILIPPINES (SOUTH), INC.
|
Philippines
|
LINDE PHILIPPINES, INC.
|
Philippines
|
LINDE PORTUGAL, LDA
|
Portugal
|
Linde Process Plants Canada Inc.
|
Canada
|
Linde Qiangsheng Gases (Nanjing) Co., Ltd.
|
China
|
LINDE ROC SDN. BHD.
|
Malaysia
|
Linde RSS LLC
|
Delaware
|
Linde Salud S.A.
|
Argentina
|
LINDE SAÚDE, LDA
|
Portugal
|
Linde Schweißtechnik GmbH
|
Germany
|
Linde Services LLC
|
Delaware
|
Linde Sokolovská s.r.o.
|
Czech Republic
|
LINDE TREASURY ASIA PACIFIC PTE.LTD.
|
Singapore
|
LINDE UK HOLDINGS LIMITED
|
United Kingdom
|
LINDE UK HOLDINGS NO.2 LIMITED
|
United Kingdom
|
LINDE UK PRIVATE MEDICAL TRUSTEES LIMITED
|
United Kingdom
|
Linde Vietnam Limited Company
|
Vietnam
|
Linde Welding GmbH
|
Germany
|
LINDE WELDING PRODUCTS SDN. BHD.
|
Malaysia
|
LindeGas Holding Sweden AB
|
Sweden
|
LINDE-SINOCHEM (QUANZHOU) GASES CO., LTD
|
China
|
Liquid Carbonic Corporation
|
Delaware
|
Liquid Carbonic del Paraguay S.A.
|
Paraguay
|
Liquido Carbonico Colombiana S.A.
|
Colombia
|
LPM, S.A. de C.V.
|
Mexico
|
LUCK STREAM Co., Ltd.
|
Taiwan
|
Madco Welding Supply Co., Inc.
|
California
|
Madison Gas LLC
|
Delaware
|
Mastercrio Transportes Ltda.
|
Brazil
|
Maverick Healthcare Group L.L.C.
|
Arizona
|
Maverick Healthcare Holdings II, Inc.
|
Delaware
|
mdINR, LLC
|
Delaware
|
Medical Gases SRL
|
Argentina
|
MediLink HomeCare, Inc.
|
New Jersey
|
MEDIMATICS LLC
|
Delaware
|
MEDISHIELD
|
United Kingdom
|
MEDISPEED
|
United Kingdom
|
MidSouth Distribution, Inc.
|
Texas
|
MIG Production Company Limited
|
Thailand
|
MRB ACQUISITION CORP.
|
Florida
|
MTA GmbH Medizin-Technischer-Anlagenbau
|
Germany
|
Murray Hill LLC
|
Delaware
|
Naamloze Vennootschap Linde Gas Benelux
|
Netherlands
|
NAMOX Namibia (PTY) LIMITED
|
Namibia
|
Nanjing Praxair Nanlian Industrial Gases Co., Ltd.
|
China
|
NASIONALE SWEISWARE (PTY) LTD
|
South Africa
|
Nauticor Beteiligungs-GmbH
|
Germany
|
Nauticor GmbH & Co. KG
|
Germany
|
NEW SINO GASES COMPANY LIMITED
|
Hong Kong
|
NICOWELD (PTY) LIMITED
|
South Africa
|
Nitropet, S.A. de C.V.
|
Mexico
|
NORLIC AB
|
Sweden
|
Northeast Pennsylvania Alliance, LLC
|
Pennsylvania
|
NoxBox Ltd
|
United Kingdom
|
NuCo2 Inc.
|
Delaware
|
NUCO2 LLC
|
Delaware
|
NuCO2 Management LLC
|
Delaware
|
NuCO2 Supply LLC
|
Delaware
|
OCAP CO2 B.V.
|
Netherlands
|
OCT Pharmacy, L.L.C.
|
Michigan
|
Old Danford S.A.
|
Uruguay
|
OOO "Linde Engineering Rus"
|
Russian Federation
|
OOO "Linde Gas Lipetsk"
|
Russian Federation
|
OOO "Linde Gas Novotroitsk"
|
Russian Federation
|
OPTIGEN, INC.
|
Florida
|
Option One Home Medical Equipment, Inc.
|
California
|
Oxigenos de Colombia Ltda.
|
Colombia
|
Oxygene Industriel Girardin, Inc.
|
Canada
|
Oy AGA Ab
|
Finland
|
P.T. Gresik Gases Indonesia
|
Indonesia
|
P.T. Gresik Power Indonesia
|
Indonesia
|
P.T. Townsville Welding Supplies
|
Indonesia
|
PACIFIC ENGINEERING SUPPLIES PTY LIMITED
|
Australia
|
PanGas AG
|
Switzerland
|
Park Infusion Care GP, LLC
|
Delaware
|
Park Infusion Care, LP
|
Texas
|
Patient Support Services, Inc.
|
Texas
|
PENNINE INDUSTRIAL & WELDING SUPPLIES LIMITED
|
United Kingdom
|
PG Technologies Pte Ltd.
|
Singapore
|
PG Technologies, LLC
|
Delaware
|
Piedmont Medical Equipment
|
South Carolina
|
Praxair (Anhui) Industrial Gases Co., Ltd.
|
China
|
Praxair (Beijing) Industrial Gases Co., Ltd.
|
China
|
Praxair (Beijing) Semiconductor Gases Co., Ltd.
|
China
|
Praxair (China) Investment Co., Ltd.
|
China
|
Praxair (Guangxi) Gases Co., Ltd.
|
China
|
Praxair (Guangzhou) Industrial Gases Co., Ltd.
|
China
|
Praxair (Hainan) Industrial Gases Co., Ltd.
|
China
|
Praxair (Hefei) Industrial Gases Co., Ltd.
|
China
|
Praxair (Jiaxing) Industrial Gases Co., Ltd.
|
China
|
Praxair (Nanjing) Carbon Dioxide Co. Ltd.
|
China
|
Praxair (Shanghai) Co., Ltd.
|
China
|
Praxair (Shanghai) Electronic Gases Co., Ltd.
|
China
|
Praxair (Shanghai) Industrial Gases Co., Ltd.
|
China
|
Praxair (Shanghai) Semiconductor Gases Co., Ltd.
|
China
|
Praxair (Taiwan) Co., Ltd.
|
Taiwan
|
Praxair (Thailand) Company Limited
|
Thailand
|
Praxair (Wuhan), Inc.
|
China
|
Praxair (Yangzhou) Industrial Gases Co., Ltd.
|
China
|
Praxair (Zhenjiang) Industrial Gas Co. Ltd.
|
China
|
Praxair Argentina S.r.l.
|
Argentina
|
Praxair Asia, Inc.
|
Delaware
|
Praxair Bahrain B.S.C.
|
Bahrain
|
Praxair Belgium BVBA
|
Belgium
|
Praxair Bolivia Srl.
|
Bolivia
|
Praxair Canada Inc.
|
Canada
|
Praxair Chemax Semiconductor Materials Co.
|
Taiwan
|
Praxair Chile Ltda.
|
Chile
|
Praxair Colonia Limitada
|
Uruguay
|
Praxair Consultoria y Administracion S de RL de CV
|
Mexico
|
Praxair Costa Rica S.A.
|
Costa Rica
|
Praxair Distribution, Inc.
|
Delaware
|
Praxair do Brasil Ltda.
|
Brazil
|
PRAXAIR Euroholding B.V.
|
Netherlands
|
Praxair Fray Bentos S.C.A.
|
Uruguay
|
Praxair Gases Industriales Ltda.
|
Colombia
|
Praxair Gulf Industrial Gases LLC
|
United Arab Emirates
|
Praxair Holding Latinoamérica SARL
|
Luxembourg
|
Praxair Holdings International, Inc.
|
Delaware
|
Praxair Huayi (Chongqing) Industrial Gases Co. Ltd.
|
China
|
Praxair Hydrogen Supply, Inc.
|
Delaware
|
Praxair India Private Limited
|
India
|
Praxair International Finance Unlimited Company
|
Ireland
|
Praxair Inversiones SRL
|
Peru
|
Praxair Investments B.V.
|
Netherlands
|
Praxair Korea Company Limited
|
Korea, Republic of
|
Praxair Latin America Holdings LLC
|
Delaware
|
PRAXAIR LUXEMBOURG S.A R.L
|
Luxembourg
|
Praxair Mexico, S. de R.L. de C.V.
|
Mexico
|
Praxair MRC S.A.S.
|
France
|
Praxair Offshore Services Limited
|
United Kingdom
|
Praxair Pacific Ltd.
|
Mauritius
|
Praxair Partnership
|
Partnership
|
Praxair Peru S.R.L.
|
Peru
|
Praxair PHP S.A.S.
|
France
|
Praxair Plainfield, Inc.
|
Delaware
|
Praxair Puerto Rico B. V.
|
Netherlands
|
Praxair Puerto Rico LLC
|
Delaware
|
Praxair Qingdao Co., Ltd.
|
China
|
Praxair Republica Dominicana, SRL
|
Dominican Republic
|
Praxair S.r.l.
|
Italy
|
Praxair S.T. Technology, Inc.
|
Delaware
|
Praxair Services (UK) Limited
|
United Kingdom
|
Praxair Services Canada Inc.
|
Canada
|
Praxair Services, Inc.
|
Texas
|
Praxair Shanghai Meishan Inc.
|
China
|
Praxair Shaogang Co., Ltd.
|
China
|
Praxair Ship II AS
|
Norway
|
Praxair Surface Technologies (Changzhou) Co. Ltd.
|
China
|
Praxair Surface Technologies (Europe) S.A.
|
Switzerland
|
Praxair Surface Technologies Arabia for Coating
|
Saudi Arabia
|
Praxair Surface Technologies Arabia for Coating LLC
|
Saudi Arabia
|
Praxair Surface Technologies Co., Ltd.
|
Korea, Republic of
|
Praxair Surface Technologies do Brasil Ltda.
|
Brazil
|
Praxair Surface Technologies GmbH
|
Germany
|
Praxair Surface Technologies K.K.
|
Japan
|
Praxair Surface Technologies Limited
|
United Kingdom
|
Praxair Surface Technologies Montreal L.P.
|
Canada
|
Praxair Surface Technologies Pte Ltd.
|
Singapore
|
Praxair Surface Technologies S.A.S.
|
France
|
Praxair Surface Technologies, Inc.
|
Delaware
|
Praxair Switzerland GmbH
|
Switzerland
|
Praxair Technology, Inc.
|
Delaware
|
Praxair Uruguay Ltda.
|
Uruguay
|
Preferred Homecare Infusion, L.L.C.
|
Arizona
|
PREMIER MEDICAL CORPORATION
|
Colorado
|
PRIESTLEY COMPANY LIMITED
|
Bermuda
|
Private Joint Stock Company "Linde Gas Ukraine"
|
Ukraine
|
Production Praxair Canada Inc.
|
Canada
|
PROVISIS Gase & Service GmbH
|
Austria
|
PS Chem Co., Ltd.
|
Korea, Republic of
|
PSG Co., Ltd.
|
Korea, Republic of
|
PT. LINDE INDONESIA
|
Indonesia
|
PULMOREHAB LLC
|
Delaware
|
PURE QUALITY TECHNOLOGY LIMITED
|
British Virgin Islands
|
RAYONG ACETYLENE LIMITED
|
Thailand
|
Raytel Cardiac Services, Inc.
|
Delaware
|
RCS MANAGEMENT CORPORATION
|
Delaware
|
RCS MANAGEMENT HOLDING COMPANY
|
Delaware
|
RDC GASES & WELDING (DRL) LIMITED
|
Congo, The Democratic Republic of the
|
REPTILE INVESTMENT NINE (PTY) LIMITED
|
Namibia
|
REPTILE INVESTMENT TEN (PTY) LIMITED
|
Namibia
|
ROCK INDUSTRIAL & WELDING SUPPLIES LIMITED
|
United Kingdom
|
ROYAL SOUTHMEADOWS, INC.
|
Philippines
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RRS (FEBRUARY 2004) LIMITED
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United Kingdom
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RYVAL GAS LIMITED
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United Kingdom
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Sam Kwang Gas Tech Co., Ltd.
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Korea, Republic of
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Saudi Industrial Gas Company
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Saudi Arabia
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Selas-Linde GmbH
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Germany
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Sermatech International Canada Corp.
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Delaware
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Sermatech International Canada GP LLC
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Delaware
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Sermatech Korea Ltd.
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Korea, Republic of
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SERVICIOS DE OPERACIONES DE NITRÓGENO, S.A. DE C.V.
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Mexico
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Shanghai BOC Gases Co., Ltd.
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China
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Shanghai BOC Huayang Carbon Dioxide Co., Ltd.
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China
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Shanghai Linhua Gas Transportation Co., Ltd.
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China
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Shanghai Praxair Baoshan Inc.
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China
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Shanghai Praxair-Yidian, Inc.
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China
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Shared Care of West Branch, LLC
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Michigan
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Shenzhen Feiying Industrial Gases Company Limited
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China
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SHINE SKY INTERNATIONAL COMPANY LIMITED
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British Virgin Islands
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SKTY (Thailand) Limited
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Thailand
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SKY WALKER GROUP LIMITED
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British Virgin Islands
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Sleepcair, Inc.
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Kansas
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SMS HOLDINGS (DELAWARE), INC.
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Delaware
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SMS HOLDINGS, INC.
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Delaware
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Solucoes em Gases Industriais Ltda
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Brazil
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SOUTH PACIFIC WELDING GROUP PTY LIMITED
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Australia
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SPALDING HAULAGE LIMITED
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United Kingdom
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SPECIALIZED MEDICAL SERVICES, INC.
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Wisconsin
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Spectra Gases (Shanghai) Trading Co., LTD.
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China
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Spectra Gases Limited
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United Kingdom
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STORESHIELD LIMITED
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United Kingdom
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Svenska Aktiebolaget Gasaccumulator
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Sweden
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Svets Gas Aktiebolag
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Sweden
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SWAZI OXYGEN (PTY) LIMITED
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Swaziland
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T.I.G. TRADING LIMITED
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Thailand
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Tecnogas S/A
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Peru
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Thai Carbonic Company Ltd.
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Thailand
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The BOC Group B.V.
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Netherlands
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THE BOC GROUP LIMITED
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United Kingdom
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The Boc Group S.A.S.
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France
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THE BRITISH OXYGEN COMPANY LIMITED
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United Kingdom
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The National Medical Rentals, Inc.
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Arkansas
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The Welding Center, Inc.
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Illinois
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TIAMONT PTY LIMITED
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Australia
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TK-Teollisuuskaasut Oy
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Finland
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Tongling Praxair Co., Ltd.
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China
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TOO Linde Gaz Kazakhstan
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Kazakhstan
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Topaz Consultora S.A.
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Uruguay
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Total Home Care of East Alabama, L.L.C.
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Alabama
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TRANSHIELD
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United Kingdom
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TUNG BAO CORPORATION
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Taiwan
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UAB "AGA"
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Lithuania
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UNIGAS JOINT VENTURE PARTNERSHIP
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Australia
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UNIGAS TRANSPORT FUELS PTY LTD
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Australia
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UNITED INDUSTRIAL GASES COMPANY LIMITED
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Taiwan
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Unterbichler Gase GmbH
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Germany
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Vision Energy Group LLC
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Oklahoma
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Welco Acetylene Corp.
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New Jersey
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WELDER EQUIPMENT SERVICES LIMITED
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United Kingdom
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WELDING PRODUCTS HOLDINGS LIMITED
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United Kingdom
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WESSEX INDUSTRIAL & WELDING SUPPLIES LIMITED
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United Kingdom
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Westair Cryogenics Company
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Delaware
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Westair Gas and Equipment, L.P.
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Texas
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White Martins & White Martins - Comércio e Serviços, S.à r.l.
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Luxembourg
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White Martins Gases Industriais do Nordeste Ltda
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Brazil
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White Martins Gases Industriais do Norte Limitada
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Brazil
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White Martins Gases Industriais Ltda.
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Brazil
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White Martins Pecem Gases Industriais Ltda.
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Brazil
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White Martins Steel Gases Industriais Ltda.
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Brazil
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WM Transporte de Gases Ltda.
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Brazil
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Wyandotte Welding Supply, Inc.
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Michigan
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Yateem Oxygen W.L.L.
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Bahrain
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YUAN RONG INDUSTRIAL GASES COMPANY LIMITED
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Taiwan
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Zamalight Holdco LLC
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Delaware
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ZHENJIANG XINHUA INDUSTRIAL GASES CO., LTD.
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China
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1.
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I have reviewed this Annual Report on Form 10-K of Linde plc;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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March 2, 2020
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By:/s/ Stephen F. Angel
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Stephen F. Angel
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Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K of Linde plc;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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March 2, 2020
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By: /s/ Matthew J. White
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Matthew J. White
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Chief Financial Officer
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March 2, 2020
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By:/s/ Stephen F. Angel
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Stephen F. Angel
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Chief Executive Officer
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March 2, 2020
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By: /s/ Matthew J. White
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Matthew J. White
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Chief Executive Officer
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