filings.toolsItem 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
MANAGEMENT’S STATEMENT OF RESPONSIBILITY FOR FINANCIAL STATEMENTS
Linde’s consolidated financial statements are prepared by management, which is responsible for their fairness, integrity and objectivity. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America applied on a consistent basis, except for accounting changes as disclosed, and include amounts that are estimates and judgments. All historical financial information in this annual report is consistent with the accompanying financial statements.
Linde maintains accounting systems, including internal accounting controls, monitored by a staff of internal auditors, that are designed to provide reasonable assurance of the reliability of financial records and the protection of assets. The concept of reasonable assurance is based on recognition that the cost of a system should not exceed the related benefits. The effectiveness of those systems depends primarily upon the careful selection of financial and other managers, clear delegation of authority and assignment of accountability, inculcation of high business ethics and conflict-of-interest standards, policies and procedures for coordinating the management of corporate resources, and the leadership and commitment of top management. In compliance with Section 404 of the Sarbanes-Oxley Act of 2002, Linde assessed its internal control over financial reporting and issued a report (see below).
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has completed an audit of Linde’s 2018, 2017 and 2016 consolidated financial statements and of its internal control over financial reporting as of December 31, 2018 in accordance with the standards of the Public Company Accounting Oversight Board (United States) as stated in their report.
The Audit Committee of the Board of Directors, which consists solely of non-employee directors, is responsible for overseeing the functioning of the accounting system and related controls and the preparation of annual financial statements. The Audit Committee periodically meets with management, internal auditors and the independent accountants to review and evaluate their accounting, auditing and financial reporting activities and responsibilities, including management’s assessment of internal control over financial reporting. The independent registered public accounting firm and internal auditors have full and free access to the Audit Committee and meet with the committee, with and without management present.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Linde’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of management, including the company’s principal executive officer and principal financial officer, the company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (often referred to as COSO). Based on this evaluation, management concluded that the company’s internal control over financial reporting was effective as of December 31, 2018.
Linde’s evaluation of internal control over financial reporting as of December 31, 2018 did not include the internal control over financial reporting related to Linde AG because the business was acquired in a merger accounted for as a business combination consummated during 2018. Total assets and sales for Linde AG represent approximately 26.4% and 19.3%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2018.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited and issued their opinion on the effectiveness of the company’s internal control over financial reporting as of December 31, 2018 as stated in their report.
| /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 18, 2019 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Linde plc
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Linde plc and its subsidiaries (the “Company”) as of December 31, 2018 and 2017, and the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2018, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded Linde Aktiengesellschaft (“Linde AG”) from its assessment of internal control over financial reporting as of December 31, 2018 because the business was acquired in a merger accounted for as a business combination consummated during 2018. We have also excluded Linde AG from our audit of internal control over financial reporting. Linde AG is a subsidiary whose total assets and total sales excluded from management’s assessment and our audit of internal control over financial reporting represent 26.4% and 19.3%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2018.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
Stamford, Connecticut
March 18, 2019
We have served as the Company’s or its predecessor auditor since 1992.
CONSOLIDATED STATEMENTS OF INCOME
LINDE PLC AND SUBSIDIARIES
(Dollar amounts in millions, except per share data)
| Year Ended December 31, | 2018 | 2017 | 2016 | ||||||||
| Sales | $ | 14,900 | $ | 11,437 | $ | 10,534 | |||||
| Cost of sales, exclusive of depreciation and amortization | 9,084 | 6,461 | 5,855 | ||||||||
| Selling, general and administrative | 1,629 | 1,207 | 1,145 | ||||||||
| Depreciation and amortization | 1,830 | 1,184 | 1,122 | ||||||||
| Research and development | 113 | 93 | 92 | ||||||||
| Transaction costs and other charges | 309 | 52 | 96 | ||||||||
| Net gain on sale of businesses | 3,294 | — | — | ||||||||
| Other income (expenses) – net | 18 | 4 | 23 | ||||||||
| Operating Profit | 5,247 | 2,444 | 2,247 | ||||||||
| Interest expense – net | 202 | 161 | 190 | ||||||||
| Net pension and OPEB cost (benefit), excluding service cost | (4 | ) | (4 | ) | 9 | ||||||
| Income From Continuing Operations Before Income Taxes and Equity Investments | 5,049 | 2,287 | 2,048 | ||||||||
| Income taxes on continuing operations | 817 | 1,026 | 551 | ||||||||
| Income From Continuing Operations Before Equity Investments | 4,232 | 1,261 | 1,497 | ||||||||
| Income from equity investments | 56 | 47 | 41 | ||||||||
| Income From Continuing Operations (Including Noncontrolling Interests) | 4,288 | 1,308 | 1,538 | ||||||||
| Income from discontinued operations, net of tax | 117 | — | — | ||||||||
| Net Income (Including Noncontrolling Interests) | 4,405 | 1,308 | 1,538 | ||||||||
| Less: noncontrolling interests from continuing operations | (15 | ) | (61 | ) | (38 | ) | |||||
| Less: noncontrolling interests from discontinued operations | (9 | ) | — | — | |||||||
| Net Income – Linde plc | $ | 4,381 | $ | 1,247 | $ | 1,500 | |||||
| Net Income – Linde plc | |||||||||||
| Income from continuing operations | $ | 4,273 | $ | 1,247 | $ | 1,500 | |||||
| Income from discontinued operations | $ | 108 | $ | — | $ | — | |||||
| Per Share Data – Linde plc Shareholders | |||||||||||
| Basic earnings per share from continuing operations | $ | 12.93 | $ | 4.36 | $ | 5.25 | |||||
| Basic earnings per share from discontinued operations | 0.33 | — | — | ||||||||
| Basic earnings per share | $ | 13.26 | $ | 4.36 | $ | 5.25 | |||||
| Diluted earnings per share from continuing operations | $ | 12.79 | $ | 4.32 | $ | 5.21 | |||||
| Diluted earnings per share from discontinued operations | 0.32 | — | — | ||||||||
| Diluted earnings per share | $ | 13.11 | $ | 4.32 | $ | 5.21 | |||||
| Weighted Average Shares Outstanding (000’s): | |||||||||||
| Basic shares outstanding | 330,401 | 286,261 | 285,677 | ||||||||
| Diluted shares outstanding | 334,127 | 289,114 | 287,757 |
The accompanying Notes are an integral part of these financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
LINDE PLC AND SUBSIDIARIES
(Dollar amounts in millions)
| Year Ended December 31, | 2018 | 2017 | 2016 | ||||||||
| NET INCOME (INCLUDING NONCONTROLLING INTERESTS) | $ | 4,405 | $ | 1,308 | $ | 1,538 | |||||
| OTHER COMPREHENSIVE INCOME (LOSS) | |||||||||||
| Translation adjustments: | |||||||||||
| Foreign currency translation adjustments | (401 | ) | 433 | 116 | |||||||
| Reclassifications to net income (Note 4) | 318 | — | — | ||||||||
| Income taxes | 7 | 92 | (48 | ) | |||||||
| Translation adjustments | (76 | ) | 525 | 68 | |||||||
| Funded status - retirement obligations (Note 18): | |||||||||||
| Retirement program remeasurements | (260 | ) | (39 | ) | (163 | ) | |||||
| Reclassifications to net income | 94 | 55 | 60 | ||||||||
| Income taxes | (55 | ) | (5 | ) | 27 | ||||||
| Funded status - retirement obligations | (221 | ) | 11 | (76 | ) | ||||||
| Derivative instruments (Note 14): | |||||||||||
| Current year unrealized gain (loss) | — | — | 1 | ||||||||
| Reclassifications to net income | (1 | ) | — | (1 | ) | ||||||
| Income taxes | — | — | — | ||||||||
| Derivative instruments | (1 | ) | — | — | |||||||
| Securities (Note 9): | |||||||||||
| Current year unrealized gain (loss) | (1 | ) | — | — | |||||||
| Reclassifications to net income | — | — | — | ||||||||
| Income taxes | — | — | — | ||||||||
| Securities | (1 | ) | — | — | |||||||
| TOTAL OTHER COMPREHENSIVE INCOME (LOSS) | (299 | ) | 536 | (8 | ) | ||||||
| COMPREHENSIVE INCOME (INCLUDING NONCONTROLLING INTERESTS) | 4,106 | 1,844 | 1,530 | ||||||||
| Less: noncontrolling interests | (83 | ) | (95 | ) | (34 | ) | |||||
| COMPREHENSIVE INCOME - LINDE PLC | $ | 4,023 | $ | 1,749 | $ | 1,496 |
The accompanying Notes are an integral part of these financial statements.
CONSOLIDATED BALANCE SHEETS
LINDE PLC AND SUBSIDIARIES
(Dollar amounts in millions)
| December 31, | 2018 | 2017 | |||||
| Assets | |||||||
| Cash and cash equivalents | $ | 4,466 | $ | 617 | |||
| Accounts receivable – net | 4,297 | 1,710 | |||||
| Contract assets | 283 | — | |||||
| Inventories | 1,651 | 614 | |||||
| Assets held for sale | 5,498 | — | |||||
| Prepaid and other current assets | 1,077 | 344 | |||||
| Total Current Assets | 17,272 | 3,285 | |||||
| Property, plant and equipment – net | 29,717 | 11,825 | |||||
| Equity investments | 1,838 | 727 | |||||
| Goodwill | 26,874 | 3,233 | |||||
| Other intangible assets – net | 16,223 | 785 | |||||
| Other long-term assets | 1,462 | 581 | |||||
| Total Assets | $ | 93,386 | $ | 20,436 | |||
| Liabilities and Equity | |||||||
| Accounts payable | $ | 3,219 | $ | 922 | |||
| Short-term debt | 1,485 | 238 | |||||
| Current portion of long-term debt | 1,523 | 979 | |||||
| Contract liabilities | 1,546 | — | |||||
| Accrued taxes | 657 | 242 | |||||
| Liabilities of assets held for sale | 768 | — | |||||
| Other current liabilities | 3,758 | 926 | |||||
| Total Current Liabilities | 12,956 | 3,307 | |||||
| Long-term debt | 12,288 | 7,783 | |||||
| Other long-term liabilities | 3,435 | 1,588 | |||||
| Deferred credits | 7,611 | 1,236 | |||||
| Total Liabilities | 36,290 | 13,914 | |||||
| Commitments and contingencies (Note 19) | |||||||
| Redeemable noncontrolling interests | 16 | 11 | |||||
| Linde plc Shareholders’ Equity: | |||||||
| Ordinary shares (2018: €0.001 par value, authorized 1,750,000,000 shares, issued 551,310,272 ordinary shares; 2017: and Common stock $0.01 par value, authorized 800,000,000 shares, issued 383,230,625 shares) | 1 | 4 | |||||
| Additional paid-in capital | 40,151 | 4,084 | |||||
| Retained earnings | 16,529 | 13,224 | |||||
| Accumulated other comprehensive income (loss) | (4,456 | ) | (4,098 | ) | |||
| Less: Treasury stock, at cost (2018 – 4,068,642 shares and 2017 – 96,453,634 shares) | (629 | ) | (7,196 | ) | |||
| Total Linde plc Shareholders’ Equity | 51,596 | 6,018 | |||||
| Noncontrolling interests | 5,484 | 493 | |||||
| Total Equity | 57,080 | 6,511 | |||||
| Total Liabilities and Equity | $ | 93,386 | $ | 20,436 |
The accompanying Notes are an integral part of these financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
LINDE PLC AND SUBSIDIARIES
(Millions of dollars)
| Year Ended December 31, | 2018 | 2017 | 2016 | ||||||||
| Increase (Decrease) in Cash and Cash Equivalents | |||||||||||
| Operations | |||||||||||
| Net income – Linde plc | $ | 4,381 | $ | 1,247 | $ | 1,500 | |||||
| Less: income from discontinued operations, net of tax and noncontrolling interests | (108 | ) | — | — | |||||||
| Add: Noncontrolling interests from continuing operations | 15 | 61 | 38 | ||||||||
| Income from continuing operations (including noncontrolling interests) | $ | 4,288 | $ | 1,308 | $ | 1,538 | |||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Transaction costs and other charges, net of payments | 40 | 26 | 83 | ||||||||
| Amortization of merger-related inventory step-up | 368 | — | — | ||||||||
| Tax Act income tax charge, net | (61 | ) | 394 | — | |||||||
| Depreciation and amortization | 1,830 | 1,184 | 1,122 | ||||||||
| Deferred income taxes, excluding Tax Act | (187 | ) | 136 | (13 | ) | ||||||
| Share-based compensation | 62 | 59 | 39 | ||||||||
| Net gain on sale of businesses, net of tax | (2,923 | ) | — | — | |||||||
| Non-cash charges and other | 175 | 43 | (43 | ) | |||||||
| Working capital | |||||||||||
| Accounts receivable | (124 | ) | (92 | ) | (33 | ) | |||||
| Inventory | (4 | ) | (22 | ) | (13 | ) | |||||
| Prepaid and other current assets | 43 | (66 | ) | 6 | |||||||
| Payables and accruals | 287 | 22 | 92 | ||||||||
| Pension contributions | (87 | ) | (19 | ) | (11 | ) | |||||
| Long-term assets, liabilities and other | (53 | ) | 68 | 22 | |||||||
| Net cash provided by operating activities | 3,654 | 3,041 | 2,789 | ||||||||
| Investing | |||||||||||
| Capital expenditures | (1,883 | ) | (1,311 | ) | (1,465 | ) | |||||
| Acquisitions, net of cash acquired | (25 | ) | (33 | ) | (363 | ) | |||||
| Divestitures and asset sales, net of cash divested | 5,908 | 30 | 58 | ||||||||
| Cash acquired in merger transaction | 1,363 | — | — | ||||||||
| Net cash provided by (used for) investing activities | 5,363 | (1,314 | ) | (1,770 | ) | ||||||
| Financing | |||||||||||
| Short-term debt borrowings (repayments) – net | 208 | (199 | ) | 191 | |||||||
| Long-term debt borrowings | 8 | 11 | 936 | ||||||||
| Long-term debt repayments | (3,124 | ) | (583 | ) | (770 | ) | |||||
| Issuances of ordinary shares | 77 | 120 | 139 | ||||||||
| Purchases of ordinary shares | (599 | ) | (12 | ) | (228 | ) | |||||
| Cash dividends – Linde plc shareholders | (1,166 | ) | (901 | ) | (856 | ) | |||||
| Noncontrolling interest transactions and other | (402 | ) | (92 | ) | (71 | ) | |||||
| Net cash used for financing activities | (4,998 | ) | (1,656 | ) | (659 | ) | |||||
| Discontinued Operations | |||||||||||
| Cash provided by operating activities | $ | 48 | $ | — | $ | — | |||||
| Cash used for investing activities | (23 | ) | — | — | |||||||
| Cash provided by financing activities | 2 | — | — | ||||||||
| Net cash provided by discontinued operations | 27 | — | — | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | (60 | ) | 22 | 17 | |||||||
| Change in cash and cash equivalents | 3,986 | 93 | 377 | ||||||||
| Cash and cash equivalents, beginning-of-period | 617 | 524 | 147 | ||||||||
| Cash and cash equivalents, including discontinued operations | $ | 4,603 | $ | 617 | $ | 524 | |||||
| Cash and cash equivalents of discontinued operations | (137 | ) | — | — |
| Cash and cash equivalents, end-of-period | $ | 4,466 | $ | 617 | $ | 524 | |||||
| Supplemental Data | |||||||||||
| Income taxes paid | $ | 757 | $ | 565 | $ | 585 | |||||
| Interest paid, net of capitalized interest (Note 9) | $ | 214 | $ | 184 | $ | 189 |
The accompanying Notes are an integral part of these financial statements.
CONSOLIDATED STATEMENTS OF EQUITY
LINDE PLC AND SUBSIDIARIES
(Dollar amounts in millions, except per share data, shares in thousands)
| 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, 2015 | 383,231 | $ | 4 | $ | 4,005 | $ | 12,229 | $ | (4,596 | ) | 98,352 | $ | (7,253 | ) | $ | 4,389 | $ | 404 | $ | 4,793 | |||||||||||||||||
| Net Income | 1,500 | 1,500 | 35 | 1,535 | |||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | (4 | ) | (4 | ) | (11 | ) | (15 | ) | |||||||||||||||||||||||||||||
| Noncontrolling interests: | |||||||||||||||||||||||||||||||||||||
| Dividends and other capital reductions | — | (28 | ) | (28 | ) | ||||||||||||||||||||||||||||||||
| Additions (Reductions) | 50 | 50 | 20 | 70 | |||||||||||||||||||||||||||||||||
| Redemption value adjustments (Note 16) | 6 | 6 | 6 | ||||||||||||||||||||||||||||||||||
| Dividends ($3.00 per common share) | (856 | ) | (856 | ) | (856 | ) | |||||||||||||||||||||||||||||||
| Issuances of common stock: | |||||||||||||||||||||||||||||||||||||
| For the dividend reinvestment and stock purchase plan | (60 | ) | 7 | 7 | 7 | ||||||||||||||||||||||||||||||||
| For employee savings and incentive plans | (20 | ) | (2,044 | ) | 143 | 123 | 123 | ||||||||||||||||||||||||||||||
| Other | 5 | 5 | 5 | ||||||||||||||||||||||||||||||||||
| Purchases of common stock | 2,082 | (238 | ) | (238 | ) | (238 | ) | ||||||||||||||||||||||||||||||
| Share-based compensation | 39 | 39 | 39 | ||||||||||||||||||||||||||||||||||
| 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 | ) |
| 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 | (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 available for Linde plc shareholders | 4,381 | 4,381 | 21 | 4,402 | |||||||||||||||||||||||||||||||||
| Other comprehensive loss | (265 | ) | (265 | ) | 59 | (206 | ) | ||||||||||||||||||||||||||||||
| Noncontrolling interests: | |||||||||||||||||||||||||||||||||||||
| Dividends and other capital reductions | — | (49 | ) | (49 | ) | ||||||||||||||||||||||||||||||||
| Additions (Reductions) - (Note 16) | (127 | ) | (127 | ) | (186 | ) | (313 | ) | |||||||||||||||||||||||||||||
| Redemption value adjustments (Note 16) | (3 | ) | (3 | ) | (3 | ) | |||||||||||||||||||||||||||||||
| Dividends ($3.30 per common share) | (1,166 | ) | (1,166 | ) | (1,166 | ) | |||||||||||||||||||||||||||||||
| Issuances of ordinary shares: | |||||||||||||||||||||||||||||||||||||
| 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 ordinary shares | 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 |
The accompanying Notes are an integral part of these financial statements
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
LINDE PLC AND SUBSIDIARIES
NOTE 1. FORMATION OF LINDE PLC AND BUSINESS COMBINATION OF PRAXAIR, INC. AND LINDE AG
Formation of Linde plc
Linde plc ("Linde" or “the company”), a public limited company incorporated in Ireland, was formed in accordance with the requirements of the business combination agreement, dated as of June 1, 2017, as amended (the “business combination agreement”). Pursuant to the business combination agreement, among other things, Praxair, Inc., a Delaware corporation (“Praxair”), and Linde Aktiengesellschaft, a stock corporation incorporated under the laws of Germany (“Linde AG”), agreed to combine their respective businesses through an all-stock transaction, and become subsidiaries of the company (collectively referred to as “business combination” or “merger”). On October 31, 2018, Linde plc completed the business combination. Prior to the business combination, the company did not conduct any business activities other than those required for its formation and matters contemplated by the business combination agreement.
Business Combination of Praxair, Inc. and Linde AG
The business combination has been accounted for using the acquisition method of accounting in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC") 805, “Business Combinations”, with Praxair representing the accounting acquirer. Pursuant to Rule 12g-3(a) under the Exchange Act, as of October 31, 2018, the company became the successor issuer to Praxair. Also, the Linde plc shares are deemed to be registered under Section 12(b) of the Exchange Act, and the company is subject to the informational requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Linde shares trade on the New York Stock Exchange and the Frankfurt Stock Exchange under the ticker symbol “LIN”. Prior to the business combination, the Praxair shares were registered pursuant to Section 12(b) of the Exchange Act and listed on the NYSE. In connection with the completion of the business combination, the Praxair shares were suspended from trading on the NYSE as of close of business (New York Time) on October 30, 2018. On November 1, 2018, Praxair filed a Form 25 to delist and deregister its three series of Euro-denominated notes, including its 1.50% Notes due 2020, 1.20% Notes due 2024 and 1.625% Notes due 2025, that were listed on the NYSE. Trading of the Euro-denominated notes on the NYSE was suspended as of close of business (New York Time) on November 9, 2018, and Praxair filed a Form 15 with the SEC terminating the registration under the Exchange Act of its securities and suspending Praxair’s reporting obligations under Section 15(d) of the Exchange Act.
In connection with the business combination, the company, Praxair and Linde AG entered into various agreements with regulatory authorities to satisfy anti-trust requirements to secure approval to consummate the business combination. These agreements included the sale of the majority of Praxair’s European businesses (subsequently completed on December 3, 2018), the majority of Linde AG’s America’s business (subsequently completed on March 1, 2019), as well as certain divestitures of other Praxair and Linde AG businesses in Asia that are expected to be sold in 2019 (collectively, the “merger-related divestitures”). See Note 4 for additional information relating to merger-related divestitures.
To obtain merger approval in the United States. Linde, Praxair and Linde AG entered into an agreement with the U.S. Federal Trade Commission dated October 1, 2018 (“hold separate order” or “HSO”). Under the HSO, the company, Praxair and Linde AG agreed to (i) continue to operate Linde AG and Praxair as independent, ongoing, economically viable, competitive businesses held separate, distinct, and apart from each other’s operations; (ii) not coordinate any aspect of the operations of Linde AG and Praxair, including the marketing or sale of any products; and (iii) maintain separate financial ledgers, books, and records that report on a periodic basis, consistent with past practices, the assets, liabilities, expenses, revenues, and income of each, until certain divestitures in the United States have been completed. The restrictions under the hold separate order were lifted March 1, 2019, concurrent with the sale of the required merger-related divestitures in the United States.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation – The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (" U.S. GAAP") and include the accounts of all significant subsidiaries where control exists and, in limited situations, variable-interest entities where the company is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation and any significant related-party transactions have been disclosed.
Equity investments generally consist of 20% to 50% owned operations where the company exercises significant influence, but does not have control. Equity income from equity investments in corporations is reported on an after-tax basis.
Pre-tax income from equity investments that are partnerships or limited-liability corporations ("LLC") is included in other income (expenses) – net with related taxes included in Income taxes. Equity investments are reviewed for impairment whenever events or circumstances reflect that an impairment loss may have incurred. Operations less than 20% owned, where the company does not exercise significant influence, are generally carried at cost.
Changes in ownership interest that result either in consolidation or deconsolidation of an investment are recorded at fair value through earnings, including the retained ownership interest, while changes that do not result in either consolidation or deconsolidation of a subsidiary are treated as equity transactions.
Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. While actual results could differ, management believes such estimates to be reasonable.
Operations – Linde is the largest industrial gases company worldwide. The company produces, sells and distributes atmospheric, process and specialty gases, and high-performance surface coatings to a diverse group of industries including aerospace, chemicals, food and beverage, electronics, energy, healthcare, manufacturing, and metals. Linde’s Engineering Division offers its customers an extensive range of gas production and processing services including suppling plant components and services directly to customers.
Revenue Recognition – Effective January 1, 2018, Linde adopted the FASB's Accounting Standards Update No. 2014-09 ("ASC 606") relating to Revenue Recognition. Revenue is recognized as control of goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled to receive in exchange for the goods or services. Refer to footnote 21 for additional details regarding Linde revenue recognition policies. Prior to adoption of ASC 606 revenue was recognized when a firm sales agreement exists, collectability of a fixed or determinable sales price is reasonably assured, and when title and risks of ownership transfer to the customer for product sales or, in the case of other revenues when obligations are satisfied or services are performed. The adoption of ASC 606 resulted in no differences in revenue recognition compared to previous policies.
Cash Equivalents – Cash equivalents are considered to be highly liquid securities with original maturities of three months or less.
Inventories – Inventories are stated at the lower of cost or net realizable value. Cost is determined using the average-cost method.
Property, Plant and Equipment – Net – Property, plant and equipment are carried at cost, net of accumulated depreciation. The company capitalizes interest as part of the cost of constructing major facilities (see Note 10). Depreciation is calculated on the straight-line method based on the estimated useful lives of the assets, which range from 3 years to 40 years (see Note 10). Linde uses accelerated depreciation methods for tax purposes where appropriate. Maintenance of property, plant and equipment is generally expensed as incurred.
The company performs a test for impairment whenever events or changes in circumstances indicate that the carrying amount of an individual asset or asset group may not be recoverable. Should projected undiscounted future cash flows be less than the carrying amount of the asset or asset group, an impairment charge reducing the carrying amount to fair value is required. Fair value is determined based on the most appropriate valuation technique, including discounted cash flows.
Asset-Retirement Obligations – An asset-retirement obligation is recognized in the period in which sufficient information exists to determine the fair value of the liability with a corresponding increase to the carrying amount of the related property, plant and equipment which is then depreciated over its useful life. The liability is initially measured at discounted fair value and then accretion expense is recorded in each subsequent period. The company’s asset-retirement obligations are primarily associated with its on-site long-term supply arrangements where the company has built a facility on land leased from the customer and is obligated to remove the facility at the end of the contract term. The company's asset-retirement obligations are not material to its consolidated financial statements.
Foreign Currency Translation – For most foreign operations, the local currency is the functional currency and translation gains and losses are reported as part of the accumulated other comprehensive income (loss) component of equity as a cumulative translation adjustment (see Note 9).
Financial Instruments – Linde enters into various derivative financial instruments to manage its exposure to fluctuating interest rates, currency exchange rates, commodity pricing and energy costs. Such instruments primarily include interest-rate swap and treasury rate lock agreements; currency-swap agreements; forward contracts; currency options; and commodity-swap agreements. These instruments are not entered into for trading purposes. Linde only uses commonly traded and non-leveraged instruments.
There are three types of derivatives the company enters into: (i) those relating to fair-value exposures, (ii) those relating to cash-flow exposures, and (iii) those relating to foreign currency net investment exposures. Fair-value exposures relate to recognized assets or liabilities, and firm commitments; cash-flow exposures relate to the variability of future cash flows associated with recognized assets or liabilities, or forecasted transactions; and net investment exposures relate to the impact of foreign currency exchange rate changes on the carrying value of net assets denominated in foreign currencies.
When a derivative is executed and hedge accounting is appropriate, it is designated as either a fair-value hedge, cash-flow hedge, or a net investment hedge. Currently, Linde designates all interest-rate and treasury rate locks as hedges for accounting purposes; however, currency contracts are generally not designated as hedges for accounting purposes unless they are related to forecasted transactions. Whether designated as hedges for accounting purposes or not, all derivatives are linked to an appropriate underlying exposure. On an ongoing basis, the company assesses the hedge effectiveness of all derivatives designated as hedges for accounting purposes to determine if they continue to be highly effective in offsetting changes in fair values or cash flows of the underlying hedged items. If it is determined that the hedge is not highly effective, then hedge accounting will be discontinued prospectively.
Changes in the fair value of derivatives designated as fair-value hedges are recognized in earnings as an offset to the change in the fair values of the underlying exposures being hedged. The changes in fair value of derivatives that are designated as cash-flow hedges are deferred in accumulated other comprehensive income (loss) and are reclassified to earnings as the underlying hedged transaction affects earnings. Any ineffectiveness is recognized in earnings immediately. Hedges of net investments in foreign subsidiaries are recognized in the cumulative translation adjustment component of accumulated other comprehensive income (loss) on the consolidated balance sheets to offset translation gains and losses associated with the hedged net investment. Derivatives that are entered into for risk-management purposes and are not designated as hedges (primarily related to anticipated net income and currency derivatives other than for firm commitments) are recorded at their fair market values and recognized in current earnings.
See Note 14 for additional information relating to financial instruments.
Goodwill – Acquisitions are accounted for using the acquisition method which requires allocation of the purchase price to assets acquired and liabilities assumed based on estimated fair values. Any excess of the purchase price over the fair value of the assets and liabilities acquired is recorded as goodwill. Allocations of the purchase price are based on preliminary estimates and assumptions at the date of acquisition and are subject to revision based on final information received, including appraisals and other analyses which support underlying estimates.
The company performs a goodwill impairment test annually in the second quarter or more frequently if events or circumstances indicate that an impairment loss may have been incurred. The applicable guidance allows an entity to first assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than carrying value. If it is determined that it is more likely than not that the fair value of a reporting unit is less than carrying value then the company will estimate and compare the fair value of its reporting units to their carrying value, including goodwill. Reporting units are determined based on one level below the operating segment level. As applicable, fair value is determined through the use of projected future cash flows, multiples of earnings and sales and other factors. Such analysis requires the use of certain market assumptions and discount factors, which are subjective in nature.
See Notes 3 and 11 for additional information relating to goodwill.
Other Intangible Assets – Other intangible assets, primarily customer relationships and brands/tradenames, are amortized over the estimated period of benefit. The determination of the estimated period of benefit will be dependent upon the use and underlying characteristics of the intangible asset. Linde evaluates the recoverability of its intangible assets subject to amortization when facts and circumstances indicate that the carrying value of the asset may not be recoverable. If the carrying value is not recoverable, impairment is measured as the amount by which the carrying value exceeds its estimated fair value. Fair value is generally estimated based on either appraised value or other valuation techniques. Indefinite lived intangible assets related to the Linde brand are evaluated for impairment on an annual basis or more frequently if events or circumstances indicate an impairment loss may have occurred.
See Notes 3 and 12 for additional information relating to other intangible assets.
Assets Held for Sale and Discontinued Operations – Assets held for sale, as well as liabilities directly related to these assets, are classified separately in the consolidated balance sheets as held for sale if the requirements of the FASB’s Accounting Standards Codification (“ASC”) 360, Property, Plant and Equipment, are satisfied. The main requirements of ASC 360 are: (i) management having the authority to approve the action has committed to a plan to sell the assets and an active program to locate a buyer has been initiated, (ii) the assets are available for sale in their present condition at a reasonable market price, and (iii) a sale within the next twelve months is probable. Assets classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell. Amortization and depreciation has been
discontinued. The process involved in determining the fair value less costs to sell involves estimates and assumptions that are subject to uncertainty.
Discontinued operations are reported as soon as a business is classified as held for sale, or has already been disposed of, and when the business to be disposed of represents a strategic shift that has (or will have) a major effect on the company’s operations and financial results. Businesses acquired with the intent of divesting are also required to be reported as discontinued operations. The profit/loss from discontinued operations is reported separately from the expenses and income from continuing operations in the consolidated statements of income. In the consolidated statement of cash flows, the cash flows from discontinued operations are shown separately from the cash flows from continuing operations. The information provided in the Notes relates to continuing operations. If the information relates exclusively to discontinued operations, this is highlighted accordingly.
See Note 4 for additional information relating to assets held for sale and discontinued operations.
Income Taxes – Deferred income taxes are recorded for the temporary differences between the financial statement and tax bases of assets and liabilities using currently enacted tax rates. Valuation allowances are established against deferred tax assets whenever circumstances indicate that it is more likely than not that such assets will not be realized in future periods.
Under the guidance for accounting for uncertainty in income taxes, the company can recognize the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit can be recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Additionally, the company accrues interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. Interest and penalties are classified as income tax expense in the financial statements.
See Note 7 for additional information relating to income taxes, including the U.S. Tax Cuts and Jobs Act enacted in December 2017.
Retirement Benefits – Most Linde employees participate in a form of defined benefit or contribution retirement plan, and additionally certain employees are eligible to participate in various post-employment health care and life insurance benefit plans. The cost of contribution plans is recognized in the year earned while the cost of other plans is recognized over the employees’ expected service period to the company, all in accordance with the applicable accounting standards. The funded status of the plans is recorded as an asset or liability in the consolidated balance sheets. Funding of retirement benefits varies and is in accordance with local laws and practices.
See Note 18 for additional information relating to retirement programs.
Share-based Compensation– The company has historically granted share-based awards which consist of stock options, restricted stock and performance-based stock. Share-based compensation expense is generally recognized on a straight-line basis over the stated vesting period. For stock awards granted to full-retirement-eligible employees, compensation expense is recognized over the period from the grant date to the date retirement eligibility is achieved. For performance-based awards, compensation expense is recognized only if it is probable that the performance condition will be achieved.
See Note 17 for additional disclosures relating to share-based compensation.
Reclassifications – Certain prior years’ amounts have been reclassified to conform to the current year’s presentation, including reclassifications on the consolidated statements of income and segment operating profit relating to the adoption of accounting guidance on the presentation of net periodic pension and postretirement benefit costs.
As a result of the merger, certain reclassifications of prior period amounts were made to improve comparability and conform with the current presentation. Presentation changes were made to the consolidated balance sheets. In addition, certain reclassifications of prior period data were made in the Notes to the Consolidated Financial Statements to conform with the current period presentation. These reclassifications include: (i) the reclassification of capitalized software from property plant and equipment - net to other intangibles - net (see Note 10), and (ii) the reclassification of VAT receivables and VAT payables from accounts receivable and accounts payable, respectively, to other current assets and other current liabilities, respectively, (see Note 9).
Recently Issued Accounting Standards
Accounting Standards Implemented in 2018
The following standards were effective for Linde in 2018 and their adoption did not have a significant impact on the consolidated financial statements:
| • | Revenue Recognition – In May 2014, the Financial Accounting Standards Board ("FASB") issued updated guidance on the reporting and disclosure of revenue. Effective January 1, 2018, Linde has adopted this guidance using the modified retrospective transition method. No material differences in revenue recognition accounting were identified under the new guidance compared with the company's historic revenue recognition accounting (see Note 21). |
| • | Classification of Certain Cash Receipts and Cash Payments – In August 2016, the FASB issued updated guidance on the classification of certain cash receipts and cash payments within the statement of cash flows. The update provides accounting guidance for specific cash flow issues with the objective of reducing diversity in practice. The adoption of this guidance did not have a material impact on the financial statements. |
| • | Intra-Entity Asset Transfers – In October 2016, the FASB issued updated guidance for income tax accounting of intra-entity transfers of assets other than inventory. The update requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory in the period when the transfer occurs. The adoption of this guidance did not have a material impact on the financial statements. |
| • | Pension Costs - In March 2017, the FASB issued updated guidance on the presentation of net periodic pension cost and net periodic postretirement benefit cost. The new guidance requires the service cost component be reported in the same line item or items as other compensation costs arising from services rendered by employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and not included within operating profit. This guidance was adopted in the first quarter 2018. Accordingly, non-service related components of net periodic pension and postretirement benefit costs were reclassified out of "Operating Profit" to "Net pension and OPEB cost (benefit), excluding service cost" using the practical expedient to use the amounts disclosed in the retirement benefits note for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements (see Note 18). |
| • | Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income – In February 2018, the FASB issued updated guidance which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The company adopted this guidance in the fourth quarter of 2018 resulting in a reclassification adjustment of $93 million. |
Accounting Standards to be Implemented
| • | 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 would require expanded quantitative and qualitative disclosures. This guidance will be effective for the company beginning in the first quarter 2019 and requires companies to transition using a modified retrospective approach. Linde has implemented a new application to administer the accounting and disclosure requirements and is finalizing its determination of the impact the standard will have on its 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, with early adoption permitted beginning in the first quarter 2019 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. |
| • | 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. |
| • | Derivatives and Hedging - In August 2017, the FASB issued updated guidance on accounting for hedging activities. The new guidance changes both the designation and measurement for qualifying hedging relationships and the presentation of hedge results. This guidance will be effective for the company |
beginning in the first quarter 2019. The company does not expect the standard to have a material impact on the consolidated financial statements.
NOTE 3. BUSINESS COMBINATIONS
Merger of Praxair, Inc. and Linde AG
As described in Note 1, on October 31, 2018 Praxair and Linde AG combined their respective businesses through an all-stock transaction and became subsidiaries of the company.
In connection with the business combination, each share of common stock of Praxair par value $0.01 per share, (excluding any shares held in treasury immediately prior to the effective time of the merger, which were automatically canceled and retired for no consideration) was converted into one ordinary share, par value €0.001 per share, of Linde plc. Additionally, each tendered share of common stock of Linde AG was converted into 1.54 ordinary shares of Linde plc.
As provided in the business combination agreement, at the effective time of the business combination outstanding Praxair stock options and other equity awards were generally converted into stock options and equity awards on a 1:1 basis with respect to Linde shares. Outstanding Linde AG share-based compensation awards were either settled in cash (for the portion vested), or are required to be converted into similar stock options and equity awards with respect to Linde shares (for the portion unvested), after giving effect to the 1.54 exchange ratio. This grant is expected to occur in the first half of 2019. See Notes 16 and 17 for additional information.
Preliminary Allocation of Purchase Price
In accordance with the FASB’s ASC 805, "Business Combinations", Praxair was determined to be the accounting acquirer. As such, the company has applied the acquisition method of accounting with respect to the identifiable assets and liabilities of Linde AG, which have been measured at estimated fair value as of the date of the business combination.
In accordance with the business combination agreement, Linde AG shareholders that accepted the exchange offer received Linde shares in exchange for Linde AG shares at an exchange ratio of 1.54 Linde shares for each Linde AG share. Because Praxair is the accounting acquirer, the fair value of the equity issued by Linde plc to Linde AG shareholders in the exchange transaction was determined by reference to the market price of Praxair shares. Accordingly, the purchase consideration below reflects the estimated fair value of the 92% of Linde AG shares tendered and Linde shares issued in exchange for those Linde AG shares, which is based on the final closing price of Praxair shares prior to the effective time of the merger on October 31, 2018 of $164.50 per share.
The purchase price and estimated fair value of Linde AG’s net assets acquired as of the merger date on October 31, 2018 is presented as follows:
| (in thousands, except value per share data, Linde AG exchange ratio, and purchase price) | |
| Linde AG common stock tendered as of October 31, 2018 (i) | 170,875 Shares |
| Business combination agreement exchange ratio (ii) | 1.54 : 1 |
| Linde plc ordinary shares issued in exchange for Linde AG | 263,148 |
| Per share price of Praxair, Inc. common stock (iii) | $164.50 |
| Purchase price (millions of dollars) | $43,288 |
| (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. |
In accordance with ASC 805, Linde AG's assets and liabilities were measured at estimated fair values at October 31, 2018, primarily using Level 3 inputs except debt which was Level 1. Estimates of fair value represent management's best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows (sales, costs, customer attrition rates, and contributory asset charges), discount rates, competitive trends, market comparables, and others. Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates.
The following table summarizes the preliminary allocation of purchase price to the identifiable assets acquired and liabilities assumed by Linde, with the excess of the purchase price over the fair value of Linde AG’s net assets recorded as goodwill. Due to the timing of the business combination, the magnitude of and multi-national nature of the net assets acquired, and the hold separate order (See Note 1) which deferred integration of the two merged companies, at December 31,
2018 the valuation process to determine the fair values is not complete and further adjustments are expected in 2019. The company has estimated the preliminary fair value of net assets acquired based on information currently available and will continue to adjust those estimates as additional information becomes available, analysis is able to be performed, refinement of market participant assumptions, finalization of tax returns in the pre-merger period and the application of push-down accounting at the subsidiary level. The areas where the fair value assessments are not finalized and, therefore, subject to adjustment during the measurement period relate primarily to identifiable intangible assets, property, plant and equipment, net assets held for sale, equity investments, income taxes, noncontrolling interests, contingencies and goodwill. As the company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price allocation adjustments will be recorded during the measurement period, but no later than one year from the date of the acquisition. The company will reflect measurement period adjustments in the period in which the adjustments are determined.
Therefore, final determination of the fair values will likely result in further adjustments to the values presented in the following table:
| Millions of dollars | Estimated Fair Value | ||
| Assets | |||
| Cash and cash equivalents | $ | 1,363 | |
| Accounts receivable – net | 2,859 | ||
| Inventories | 1,452 | ||
| Assets held for sale | 5,180 | ||
| Prepaid and other current assets | 1,251 | ||
| Property, plant and equipment | 19,381 | ||
| Equity investments | 1,395 | ||
| Goodwill | 24,146 | ||
| Other intangible assets | 15,592 | ||
| Other long-term assets | 1,024 | ||
| Total Assets Acquired | $ | 73,643 | |
| 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 | 3,016 | ||
| Long-term debt | 6,295 | ||
| Other long-term liabilities | 1,908 | ||
| Deferred credits, including deferred income taxes | 6,754 | ||
| Total Liabilities Assumed | $ | 25,209 | |
| Less: Noncontrolling Interests | 5,146 | ||
| Purchase Price (i) | $ | 43,288 |
| (i) | See above for the calculation of the purchase price. |
Summary of Significant Fair Value Methods
The methods used to determine the fair value of significant identifiable assets and liabilities included in the preliminary allocation of purchase price are discussed below.
Inventories
Acquired inventory is comprised of finished goods, work in process and raw materials. The fair value of finished goods was calculated as the estimated selling price, adjusted for costs of the selling effort and a reasonable profit allowance relating
to the selling effort. The fair value of work in process inventory was primarily calculated as the estimated selling price, adjusted for estimated costs to complete the manufacturing, estimated costs of the selling effort, as well as a reasonable profit margin on the remaining manufacturing and selling effort. The fair value of raw materials and supplies was determined based on replacement cost which approximates historical carrying value. The preliminary fair value step-up of inventories is being recognized in “Cost of sales” as the inventory is sold.
Assets held for sale and Liabilities of assets held for sale
As described in Note 1, as a condition of the European Commission ("EC"), the U.S. Department of Justice ("DOJ"), and other governmental regulatory authorities approval of the merger, Linde plc, Praxair and Linde AG were required to divest various businesses in Europe, the Americas and Asia. The fair value of these businesses has been determined based on the estimated net selling prices or sales agreements. Actual amounts may differ from this preliminary determination. See Note 4 for further information on merger-related divestitures.
Property, Plant and Equipment
The fair value of property, plant and equipment was primarily calculated using replacement costs adjusted for the age and condition of the asset, and is summarized below:
| Property, plant and equipment ("PP&E") | (in millions) | |||
| Production plants | $ | 10,739 | ||
| Storage tanks | 1,809 | |||
| Transportation equipment and other | 574 | |||
| Cylinders | 2,493 | |||
| Buildings | 1,970 | |||
| Land and improvements | 647 | |||
| Construction in progress | 1,149 | |||
| Preliminary fair value of PP&E | $ | 19,381 |
The final fair value determination for property, plant and equipment or estimates of remaining useful lives may differ from this preliminary determination.
Identifiable Intangible Assets
The fair value of identifiable intangible assets is summarized below:
| Weighted Average Amortization Period (in years) | (in millions) | |||||
| Identifiable intangible assets | ||||||
| Customer relationships | 27 | $ | 12,555 | |||
| Linde Brand | Indefinite | 1,648 | ||||
| Brands/Tradenames | 27 | 578 | ||||
| Other intangibles | 8 | 811 | ||||
| Preliminary fair value of identifiable intangible assets | 26 | $ | 15,592 |
The fair value estimate for all other identifiable intangible assets is based on assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use). The final fair value determination for identifiable intangibles or estimates of remaining useful lives may differ materially from this preliminary determination.
The fair value of the customer relationships intangible asset was valued using a multi-period excess earnings method, a form of the income approach, which incorporates the estimated future cash flows to be generated from Linde AG’s existing customer base. Excess earnings are the earnings remaining after deducting the market rates of return on the estimated values of contributory assets, including debt-free net working capital, tangible assets, and other identifiable intangible assets. The excess earnings are thereby calculated for each year of multi-year projection periods and discounted to present value.
Brands/Tradenames includes $1,648 million related to the Linde brand which is considered to have an indefinite life. Other intangibles primarily includes acquired technology. These intangible assets were valued using the relief from royalty method under the income approach; this method estimates the cost savings generated by a company related to the ownership of an asset for which it would otherwise have had to pay royalties or license fees on revenues earned through the use of the asset and discounted to present value.
Pension and Other Postretirement Liabilities
Linde recognized a pretax net liability representing the unfunded portion of Linde AG’s defined-benefit pension and other postretirement benefit ("OPEB") plans. Refer to Note 18 for further information on pensions and OPEB arrangements.
Long-Term Debt
The fair value for long-term debt was primarily obtained from third party quotes, as the majority of the Linde AG bond portfolio is publicly traded.
Deferred Income Tax Assets and Liabilities
The deferred income tax assets and liabilities include the expected future federal, state and foreign tax consequences associated with temporary differences between the preliminary fair values of the assets acquired and liabilities assumed and the respective tax bases. Tax rates utilized in calculating deferred income taxes generally represent the enacted statutory tax rates at the effective date of the merger in the jurisdictions in which legal title of the underlying asset or liability resides. The final fair value of deferred income tax assets and liabilities may differ from this preliminary determination.
Refer to Note 7 for further information related to income taxes.
Noncontrolling Interests
Noncontrolling interests include the fair value of noncontrolling interests of Linde AG, including approximately $3.2 billion relating to the 8% of Linde AG shares which were not tendered in the Exchange Offer and are intended to be the subject of a cash-merger squeeze-out. The company’s wholly-owned indirect subsidiary, Linde Intermediate Holding AG "Linde Holding"), which directly owns the 92% of Linde AG shares acquired in the Exchange Offer, determined the adequate cash compensation to be paid to the 8% remaining Linde AG minority shareholders in exchange for the transfer of their Linde AG shares for each Linde AG share. The cash-merger squeeze-out was approved by the shareholders of Linde AG at an extraordinary shareholders meeting of Linde AG on December 12, 2018, but remains subject to court approval. Also, as required by German law, a guarantee was obtained from a financial institution guaranteeing the fulfillment of Linde Holding's obligations to pay the minority shareholders of Linde AG all amounts due in connection with the squeeze-out transaction. The remaining noncontrolling interests relate to the fair value of historic noncontrolling interests of Linde AG and its subsidiaries. The final fair value determination for noncontrolling interests may differ from this preliminary determination.
Equity Investments
The fair value of equity investments was determined using a discounted cash flow approach. The final fair value of equity investments may differ from this preliminary determination.
Other Assets Acquired and Liabilities Assumed (excluding Goodwill)
Linde utilized the carrying values, net of allowances, to value accounts and notes receivable and accounts payable as well as other current assets and liabilities as it was determined that carrying values represented the fair value of those items at the merger date.
Goodwill
The excess of the consideration for the merger over the preliminary fair value of net assets acquired was recorded as goodwill. The merger resulted in the recognition of $24,146 million of goodwill, which is not deductible for tax purposes. The goodwill balance is primarily attributed to the assembled workforce, expanded market opportunities and cost and other operating synergies anticipated upon the integration of the operations of Praxair and Linde AG. The push down of goodwill to reporting units is not final and may differ from this preliminary determination.
Results of Linde AG Operations Since Merger
The results of operations of Linde AG have been included in the company’s consolidated statements of income since the merger. The following table provides Linde AG “Sales” and “Income (loss) from continuing operations” included in the company's results since the merger.
| Millions of dollars Linde AG Results of Operations | November 1, - December 31, 2018 | ||
| Sales | $ | 2,873 | |
| Income (loss) from continuing operations* | $ | (385 | ) |
- Includes net charges of $451 million related to the impacts of purchase accounting.
Unaudited Pro Forma Information
Linde's unaudited pro forma results presented below were prepared pursuant to the requirements of ASC 805 and give effect to the merger as if it had been consummated on January 1, 2017. The pro forma results have been prepared for comparative purposes only, and do not necessarily represent what the revenue or results of operations would have been had the merger been completed on January 1, 2017. In addition, these results are not intended to be a projection of future operating results and do not reflect synergies that might be achieved.
The unaudited pro forma results include adjustments for the preliminary purchase accounting impact (including, but not limited to, depreciation and amortization associated with the acquired tangible and intangible assets, amortization of the fair value adjustment to investment in nonconsolidated affiliates, and reduction of interest expense related to the fair value adjustment to long-term debt along with the related tax and non-controlling interest impacts), the alignment of accounting policies, adjustments due to IFRS compliant reporting conversion to U.S. GAAP and the elimination of transactions between Praxair and Linde AG.
The unaudited pro forma results for all periods presented below exclude the results of operations of the Linde AG merger-related divestitures (See Note 4) as these divestitures are reflected as discontinued operations. The Praxair merger-related divestitures (See Note 4) are included in the results from continuing operations, including the results from Praxair's European business through the disposition date of December 3, 2018, in the unaudited pro forma results presented below, for all periods presented, as these divestitures do not qualify for discontinued operations.
The unaudited pro forma results are summarized below:
| Millions of dollars | 2018 | 2017 | |||||
| Sales (a) | $ | 29,774 | $ | 28,449 | |||
| Income from continuing operations | $ | 4,739 | $ | 871 |
(a) Includes sales from Praxair's merger-related divestitures of $1,625 million and $1,553 million for the years ended December 31, 2018 and 2017, respectively.
Significant nonrecurring amounts reflected in the pro forma results are as follows:
A $3,294 million gain ($2,923 million after tax) was recorded in the fourth quarter 2018 as a result of the divestiture of Praxair's European industrial gases business and is included in the December 31, 2018 pro forma income from continuing operations.
From January 1, 2017 through December 31, 2018, Praxair, Inc. and Linde AG collectively incurred pre-tax costs of $736 million ($680 million after tax) to prepare for and close the merger. These merger costs were reflected within the results of operations in the pro forma results as if they were incurred on January 1, 2017. Any costs incurred related to merger-related divestitures and integration and to prepare for the intended business separations were reflected in the pro forma results in the period in which they were incurred.
The company incurred pre-tax charges of $368 million ( $279 million after tax) and $10 million ($8 million after tax) in 2018 related to the fair value step‑up of inventories acquired and sold as well as a pension settlement due to the payout to certain participants as a result of change in control provisions within a U.S. nonqualified pension plan, respectively. The 2018 pro forma results were adjusted to exclude these charges. The pro forma results for 2017 were adjusted to include these charges, as well as charges incurred subsequent to December 31, 2018 but less than a year from the date of the merger of $13 million ($10 million after tax) related to the remaining fair value step-up of inventories to be sold and $51 million ($40 million after tax) related to an additional pension settlement within the U.S. nonqualified pension plan will occur in the first quarter of 2019 upon payment. See Note 18 for further information relating to the U.S. nonqualified pension plan settlements.
2018 Non-Merger Related Acquisitions
Non-merger related acquisitions of $25 million during the year ended December 31, 2018 are not material individually or in the aggregate.
2017 Acquisitions
During the year ended December 31, 2017, Linde had acquisitions totaling $33 million, primarily acquisitions of packaged gas businesses and a carbon dioxide joint venture in North America. These transactions resulted in goodwill and other intangible assets of $24 million and $3 million, respectively (see Notes 11 and 12).
2016 Acquisitions
During the year ended December 31, 2016, Linde had acquisitions totaling $363 million, primarily the acquisition of Yara International ASA's European carbon dioxide business ("European CO2 business") and packaged gases businesses in North America and Europe. These transactions resulted in goodwill and other intangible assets of $141 million and $82 million, respectively (see Notes 11 and 12). In addition, Linde purchased a remaining 34% share in a Scandinavian joint venture for $104 million (see Note 16).
On June 1, 2016 Linde completed an acquisition of a European CO2 business, which is a leading supplier of liquid CO2 and dry ice primarily to the European food and beverage industries. The business operates CO2 liquefaction plants and dry ice production facilities across the UK, Ireland, Norway, Denmark, Germany, Netherlands, Belgium, France and Italy. This acquisition was accounted for as a business combination; accordingly, the results of operations were consolidated from June 1, 2016 in the European business segment.
The purchase price for the acquisition was approximately $230 million (€206 million) and resulted in $121 million of intangible assets. The intangible assets primarily consist of $69 million of goodwill and $51 million of customer relationships that will be amortized over their estimated life of 20 years. This business was subsequently sold as part of the merger Divestitures (see Note 4).
NOTE 4. MERGER-RELATED DIVESTITURES, DISCONTINUED OPERATIONS AND NET ASSETS HELD FOR SALE
As described in Note 1, as a condition of the European Commission ("EC"), the U.S. Department of Justice ("DOJ"), and other governmental regulatory authorities approval of the merger, Linde plc, Praxair and Linde AG were required to divest the following businesses:
Praxair Merger-Related Divestitures - Primarily European Industrial Gases Business
As a condition of the EC regulatory approval of the merger transaction, Praxair agreed to sell the majority of its industrial gases business in Europe. The sale was completed on December 3, 2018 in two transactions, as described below:
| • | 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. |
In connection with these transactions, the company recognized a net pre-tax gain of $3,294 million ($2,923 million after tax) in the consolidated statements of income and related to the Europe segment.
The net carrying value of Praxair's European business assets and liabilities divested on December 3, 2018 is presented below:
| 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 |
Additionally, to satisfy regulatory requirements to consummate the business combination, Praxair agreed to the following transactions which will be completed during 2019:
| • | Praxair's Chilean business which will be sold as part of the Americas' SPA (as defined below) for $21 million proceeds which is further described below. |
| • | Various transactions within China, India and South Korea. |
2018 sales related to these businesses were approximately $160 million.
Effective October 22, 2018, the date of final regulatory approvals, these businesses have been accounted for as Assets Held for Sale on the Consolidated Balance Sheets. These businesses were evaluated for discontinued operations accounting treatment under U.S. GAAP and it was determined that they did not meet the definition of a discontinued operation as these transactions did not represent a strategic shift with a major effect, after considering the impact of the merger.
Linde AG Merger-Related Divestitures - Primarily Americas Industrial Gases Business
As a condition of the U.S. regulatory approval of the merger, Linde AG agreed to sell the majority of its industrial gases business in the Americas, as described below:
| • | 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 $2.97 billion in cash consideration after purchase price adjustments for certain items relating to assets and liabilities |
of the sold businesses. In addition, divestitures include $531 million of proceeds for incremental plant sales within the Americas under other agreements. These transactions were completed on March 1, 2019.
| • | Various transactions within China, India and South Korea. |
Discontinued Operations
Only the sales of the Linde AG merger-related divestitures meet the criteria for discontinued operations, Praxair merger-related divestitures do not qualify as discontinued operations. As such, operations related to the Linde AG merger-related divestitures are included within Income from discontinued operations, net of tax for periods subsequent to the merger, as summarized below:
| Millions of dollars | November 1, - December 31, 2018 | ||
| Net sales | $ | 388 | |
| Cost of sales | 173 | ||
| Other operating costs | 90 | ||
| Operating profit | $ | 125 | |
| Income from equity investments | 1 | ||
| Income taxes | 9 | ||
| Income from discontinued operations, net of tax | $ | 117 | |
| Noncontrolling interests | (9 | ) | |
| Income from discontinued operations, net of tax and noncontrolling interests | $ | 108 |
For the year ended December 31, 2018 there were no material amounts of depreciation, amortization, capital expenditures, or significant operating or investing non-cash items related to discontinued operations.
Net Assets Held for Sale
Net assets held for sale includes both the Linde AG merger-related divestitures that meet the criteria for discontinued operations and the Praxair merger-related divestitures that do not. As of December 31, 2018, the following assets and liabilities are reported as components of the net assets held for sale in the consolidated balance sheets:
| Millions of dollars | Carrying / Fair Market Value | ||
| Assets | |||
| Cash and cash equivalents | $ | 182 | |
| Accounts receivable – net | 297 | ||
| Inventories | 209 | ||
| Prepaid and other current assets | 54 | ||
| Property, plant and equipment – net | 2,005 | ||
| Other Assets | 187 | ||
| Asset adjustments for estimated fair value (Note 3) | 2,564 | ||
| Total Assets Classified as Assets Held for Sale | $ | 5,498 | |
| Liabilities | |||
| Accounts payable | 125 | ||
| Deferred credits | 206 | ||
| Other liabilities | 437 | ||
| Total Liabilities Classified as Assets Held for Sale | 768 | ||
| Net Assets Classified as Held for Sale | $ | 4,730 |
NOTE 5. TRANSACTION COSTS AND OTHER CHARGES
2018 Charges
Transaction costs and other charges were $309 million for the year ended December 31, 2018 ($306 after-tax and noncontrolling interests, or $0.92 per diluted share).
Transaction Costs
On October 31, 2018, Praxair and Linde AG combined under Linde plc, as contemplated by the business combination agreement (see Note 1). In connection with the business combination, Linde incurred transaction costs which totaled $236 million for the year ended December 31, 2018 ($236 million after-tax).
Other Charges
Also included in Transaction costs and other charges are other charges of $73 million for the year ended December 31, 2018 ($70 million after-tax) comprised of the following; (i) a $40 million charge ($40 million after-tax) related to an unfavorable development related to a supplier contract in China, (ii) restructuring charges of $21 million ($18 million after-tax) and (iii) a $12 million charge ($12 million after-tax) associated with the transition to hyper-inflationary accounting in Argentina.
2017 Charges
Transaction Costs
In connection with the intended business combination, Linde incurred transaction costs which totaled $52 million for the year ended December 31, 2017 ($48 million after-tax or $0.17 per diluted share).
2016 Charges
Cost Reduction Program and Other Charges
In the third quarter of 2016, Linde recorded pre-tax charges totaling $96 million ($63 million after-tax and noncontrolling interests of $0.22 per diluted share). Following is a summary of the pre-tax charge by reportable segment:
| (millions of dollars) | Severance costs | Other Charges | Total | ||||||||
| North America | $ | 14 | $ | 29 | $ | 43 | |||||
| Europe | 12 | 3 | 15 | ||||||||
| South America | 5 | 7 | 12 | ||||||||
| Asia | 6 | 13 | 19 | ||||||||
| Surface Technologies | 3 | 4 | 7 | ||||||||
| Total | $ | 40 | $ | 56 | $ | 96 |
The severance costs of $40 million are for the elimination of 730 positions. The other charges of $56 million are primarily related to (i) the consolidation of operations for efficiencies and cost reduction primarily in North America and Surface Technologies, (ii) integration costs for acquisitions in Europe and North America, and (iii) asset write-downs and other charges related to the impacts of weaker underlying industrial activity, primarily in the Americas and Asia. Amounts related to asset write-downs are net of expected sale proceeds, which are not significant.
The total cash requirement of the cost reduction program and other charges was approximately $50 million. The actions are completed.
Classification in the consolidated financial statements
The pre-tax charges for each year are shown within operating profit in a separate line item on the consolidated statements of income. In the consolidated balance sheets, reductions in assets are recorded against the carrying value of the related assets and unpaid amounts are recorded primarily as short-term liabilities. On the consolidated statement of cash flows, the pre-tax impact of these charges, net of cash payments, is shown as an adjustment to reconcile net income to net cash provided by operating activities. In Note 20 - Segment Information, Linde excluded these charges from its management definition of segment operating profit; a reconciliation of segment operating profit to consolidated operating profit is shown within the segment operating profit table.
NOTE 6. LEASES
In the normal course of its business, Linde enters into various leases as the lessee, primarily involving manufacturing and distribution equipment and office space. Total lease and rental expenses under operating leases were $193 million in 2018, $146 million in 2017 and $141 million in 2016. The increase in 2018 is a result of the merger.
At December 31, 2018, minimum payments due under operating leases are as follows:
| (Millions of dollars) | |||
| 2019 | $ | 305 | |
| 2020 | 236 | ||
| 2021 | 186 | ||
| 2022 | 145 | ||
| 2023 | 102 | ||
| Thereafter | 326 | ||
| $ | 1,300 |
Capital leases are included in property, plant and equipment – net (see Note 10). Related obligations are included in debt. Capital lease expense is recognized as part of depreciation and interest.
At December 31, 2018, minimum payments due under capital leases are as follows:
| (Millions of dollars) | |||
| 2019 | 18 | ||
| 2020 | 17 | ||
| 2021 | 12 | ||
| 2022 | 10 | ||
| 2023 | 5 | ||
| Thereafter | 42 | ||
| $ | 104 | ||
| Finance charge included in minimum lease payments | $ | 23 |
Linde’s leases where it is the lessor are not material.
NOTE 7. INCOME TAXES
The year ended December 31, 2018 reflects Praxair for the entire year and the Linde AG for the period beginning October 31, 2018 (the merger date), including the impacts of purchase accounting. The amounts for historical periods prior to 2018 solely reflect the results of Praxair. See Notes 1 and 3.
Pre-tax income applicable to U.S. and foreign operations is as follows:
| (Millions of dollars) Year Ended December 31, | 2018 | 2017 | 2016 | ||||||||
| United States | $ | 931 | $ | 1,003 | $ | 954 | |||||
| Foreign (a) | 4,118 | 1,284 | 1,094 | ||||||||
| Total income before income taxes | $ | 5,049 | $ | 2,287 | $ | 2,048 |
(a) includes a $3,294 million gain related to Europe divestiture (see Notes 4 and 9).
U.S. Tax Cuts and Jobs Act (Tax Act)
On December 22, 2017 the U.S. government enacted the Tax Cuts and Jobs Act ("Tax Act"). This comprehensive tax legislation significantly revised the U.S. corporate income tax rules by, among other things, lowering the corporate income
tax rate from 35% to 21%, implementing a territorial tax system and imposing a one-time tax on accumulated earnings of foreign subsidiaries. Given the substantial uncertainties surrounding the Tax Act and the short period of time between December 22, 2017 and December 31, 2017 to calculate the U.S. Federal, U.S. state, and non-U.S. tax impacts of the Tax Act, at December 31, 2017 the company accounted for its income tax charge on a provisional (estimated) basis as allowed by SEC Staff Accounting Bulletin No. 118 ("SAB 118"). The company’s 2017 net provisional income tax charge of $394 million has three main components: (i) an estimated $467 million U.S. Federal and state tax charge for deemed repatriation of accumulated foreign earnings; (ii) an estimated $260 million charge for foreign withholding taxes related to anticipated future repatriation of foreign earnings; and (iii) an estimated $333 million deferred tax benefit for the revaluation of net deferred tax liabilities from 35% to the new 21% tax rate. The $467 million U.S. federal and state tax charge for deemed repatriation of accumulated foreign earnings includes $422 million of deemed repatriation tax payable over eight years, of which $388 million is classified as of December 31, 2017 as other long-term liabilities on the consolidated balance sheets (see Note 9).
During 2018, the company continued to evaluate the Tax Act, additional guidance from the Internal Revenue Service, its historical foreign earnings and taxes and other items that could impact its net provisional tax charge. Additionally, the company continued to review its foreign capital structures, organizational cash needs and the foreign withholding tax cost of planned repatriation. In the fourth quarter of 2018, the company completed its accounting and updated its provisional estimates in accordance with SAB 118 resulting in a net reduction to tax expense of $61 million, $41 million U.S. federal and $20 million of state income tax (net of federal tax benefit). This resulted in a deemed repatriation tax payable of $291 million payable over the remaining seven years, of which $265 million is classified as of December 31, 2018 as other long-term liabilities on the consolidated balance sheets (see Note 9).
Further, the Tax Act enacted new provisions related to the taxation of foreign earnings, known as GILTI. The company has elected as an accounting policy to account for GILTI as period costs when incurred.
Additionally, in the fourth quarter of 2018 the company adopted Accounting Standards Update 2018-02, "Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income", electing to reclassify the income tax effects of the Tax Act from Accumulated Other Comprehensive Income ("AOCI") to retained earnings. This resulted in a net reduction to AOCI and a net increase to retained earnings of $93 million, $98 million directly related to the federal income tax rate change reduced by $5 million indirectly related to the federal tax rate change on state income taxes.
Provision for Income Taxes
The following is an analysis of the provision for income taxes:
| (Millions of dollars) Year Ended December 31, | 2018 (a) | 2017 (a) | 2016 | ||||||||
| Current tax expense (benefit) | |||||||||||
| U.S. federal | $ | 390 | $ | 565 | $ | 266 | |||||
| State and local | (7 | ) | 84 | 32 | |||||||
| Foreign | 620 | 374 | 266 | ||||||||
| 1,003 | 1,023 | 564 | |||||||||
| Deferred tax expense (benefit) | |||||||||||
| U.S. federal | 8 | (221 | ) | 3 | |||||||
| State and local | 15 | 19 | 7 | ||||||||
| Foreign | (209 | ) | 205 | (23 | ) | ||||||
| (186 | ) | 3 | (13 | ) | |||||||
| Total income taxes | $ | 817 | $ | 1,026 | $ | 551 |
| (a) | Includes a benefit of $61 million and a charge of $394 million related to the Tax Act in 2018 and 2017, respectively and a charge of $371 million related to divestitures in 2018 (see Note 4) as follows: |
| 2018 | 2017 | ||||||
| Current tax expense (benefit) | |||||||
| U.S. federal | $ | 219 | $ | 414 | |||
| State and local | (36 | ) | 53 | ||||
| Foreign | 114 | 60 | |||||
| 297 | 527 | ||||||
| Deferred tax expense (benefit) | |||||||
| U.S. federal | 6 | (333 | ) | ||||
| State and local | 7 | — | |||||
| Foreign | — | 200 | |||||
| 13 | (133 | ) | |||||
| Total income taxes | $ | 310 | $ | 394 |
Effective Tax Rate Reconciliation
For purposes of the effective tax rate reconciliation, the company utilized the U.S. statutory income tax rate of 21% in 2018 and 35% in years 2017 and 2016. An analysis of the difference between the provision for income taxes and the amount computed by applying the U.S. statutory income tax rate to pre-tax income follows:
| (Dollar amounts in millions) Year Ended December 31, | 2018 | 2017 | 2016 | |||||||||||||||||
| U.S. statutory income tax | $ | 1,060 | 21.0 | % | $ | 801 | 35.0 | % | $ | 717 | 35.0 | % | ||||||||
| State and local taxes – net of federal benefit | 30 | 0.6 | % | 32 | 1.4 | % | 28 | 1.4 | % | |||||||||||
| U.S. tax credits and deductions (a) | (12 | ) | (0.2 | )% | (27 | ) | (1.2 | )% | (32 | ) | (1.6 | )% | ||||||||
| Foreign tax differentials (b) | 57 | 1.1 | % | (145 | ) | (6.3 | )% | (140 | ) | (6.8 | )% | |||||||||
| Share Based Compensation | (22 | ) | (0.4 | )% | (35 | ) | (1.5 | )% | (20 | ) | (1.0 | )% | ||||||||
| Tax Act | (61 | ) | (1.2 | )% | 394 | 17.2 | % | — | — | % | ||||||||||
| Divestitures (c) | (321 | ) | (6.4 | )% | — | — | % | — | — | % | ||||||||||
| Other – net (d) | 86 | 1.7 | % | 6 | 0.3 | % | (2 | ) | (0.1 | )% | ||||||||||
| Provision for income taxes | $ | 817 | 16.2 | % | $ | 1,026 | 44.9 | % | $ | 551 | 26.9 | % |
| (a) | U.S. tax credits and deductions relate to foreign derived intangible income in 2018, the research and experimentation tax credit in 2018, 2017 and 2016 and manufacturing deduction in years 2017 and 2016. |
| (b) | Primarily related to differences between the U.S. tax rate (21% in year 2018 and 35% in years 2017 and 2016) 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 European business (see Note 4). |
| (d) | Other - net includes $34 million of U.S tax related to GILTI in 2018 and an increase in unrecognized tax benefits in Europe of $44 million. |
Net Deferred Tax Liabilities
Net deferred tax liabilities included in the consolidated balance sheets are comprised of the following:
| (Millions of dollars) December 31, | 2018 | 2017 | |||||
| Deferred tax liabilities | |||||||
| Fixed assets | $ | 3,935 | $ | 1,128 | |||
| Goodwill | 124 | 143 | |||||
| Other intangible assets | 3,684 | 72 | |||||
| Subsidiary/equity investments | 570 | 200 | |||||
| Other | 648 | 93 | |||||
| $ | 8,961 | $ | 1,636 | ||||
| Deferred tax assets | |||||||
| Carryforwards | $ | 526 | $ | 209 | |||
| Benefit plans and related (a) | 575 | 257 | |||||
| Inventory | 63 | 16 | |||||
| Accruals and other (b) | 1,112 | 261 | |||||
| $ | 2,276 | $ | 743 | ||||
| Less: Valuation allowances (c) | (237 | ) | (76 | ) | |||
| $ | 2,039 | $ | 667 | ||||
| Net deferred tax liabilities | $ | 6,922 | $ | 969 | |||
| Recorded in the consolidated balance sheets as (Note 9): | |||||||
| Other long-term assets | 510 | 198 | |||||
| Deferred credits | 7,432 | 1,167 | |||||
| $ | 6,922 | $ | 969 |
| (a) | Includes deferred taxes of $292 million and $217 million in 2018 and 2017, respectively, related to pension / OPEB funded status (see Notes 9 and 18). |
| (b) | Includes $104 million and $130 million in 2018 and 2017, respectively, related to research and development costs. |
| (c) | Summary of valuation allowances relating to deferred tax assets follows (millions of dollars): |
| 2018 | 2017 | 2016 | ||||||||||
| Balance, January 1, | $ | (76 | ) | $ | (132 | ) | $ | (123 | ) | |||
| Income tax (charge) benefit (i) | (51 | ) | 59 | (13 | ) | |||||||
| Merger with Linde AG | (121 | ) | — | — | ||||||||
| Other, including write-offs | 7 | — | 6 | |||||||||
| Translation adjustments | 4 | (3 | ) | (2 | ) | |||||||
| Balance, December 31, | $ | (237 | ) | $ | (76 | ) | $ | (132 | ) |
| (i) | 2017 includes a $59 million benefit related to the utilization of foreign tax credits under the Tax Act. |
The company evaluates deferred tax assets quarterly to ensure that estimated future taxable income will be sufficient in character (e.g., capital gain versus ordinary income treatment), amount and timing to result in their recovery. After considering the positive and negative evidence, a valuation allowance is established to reduce the assets to their realizable value when management determines that it is more likely than not (i.e., greater than 50% likelihood) that a deferred tax asset will not be realized. Considerable judgment is required in establishing deferred tax valuation allowances.
At December 31, 2018, the company had $526 million of deferred tax assets relating to net operating losses (“NOLs”) and tax credits and $237 million of valuation allowances. These deferred tax assets include $445 million relating to NOLs of which $55 million expire within 5 years, $125 million expire after 5 years and $265 million have no expiration. The deferred tax assets also include $81 million related to credits of which $13 million expire within 5 years, $38 million expire after 5 years, and $30 million have no expiration. The valuation allowances of $237 million primarily relate to NOLs and are required because management has determined, based on financial projections and available tax strategies, that it is unlikely
that the NOLs will be utilized before they expire. If events or circumstances change, valuation allowances are adjusted at that time resulting in an income tax benefit or charge.
The company has $570 million of foreign income taxes accrued related to its investments in subsidiaries and equity investments as of December 31, 2018. A provision has not been made for any additional foreign income tax at December 31, 2018 on approximately $30 billion related to its investments in subsidiaries because the company intends to remain indefinitely reinvested. While the $30 billion could become subject to additional foreign income tax if there is a sale of a subsidiary or earnings are remitted as dividends, it is not practicable to estimate the unrecognized deferred tax liability.
Uncertain Tax Positions
Unrecognized income tax benefits represent income tax positions taken on income tax returns but not yet recognized in the consolidated financial statements. The company has unrecognized income tax benefits totaling $319 million, $54 million and $56 million as of December 31, 2018, 2017 and 2016, respectively. If recognized, essentially all of the unrecognized tax benefits and related interest and penalties would be recorded as a benefit to income tax expense on the consolidated statement of income.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
| (Millions of dollars) | 2018 | 2017 | 2016 | ||||||||
| Unrecognized income tax benefits, January 1 | $ | 54 | $ | 56 | $ | 68 | |||||
| Additions for tax positions of prior years (a) | 104 | 48 | 6 | ||||||||
| Reductions for tax positions of prior years | (7 | ) | (26 | ) | (15 | ) | |||||
| Additions for current year tax positions (b) | 179 | — | — | ||||||||
| Reductions for settlements with taxing authorities (c) | (3 | ) | (26 | ) | (2 | ) | |||||
| Foreign currency translation and other | (8 | ) | 2 | (1 | ) | ||||||
| Unrecognized income tax benefits, December 31 | $ | 319 | $ | 54 | $ | 56 |
| (a) | Increase primarily relates to tax positions in the United States and Europe. |
| (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. |
The company classifies interest income and expense related to income taxes as tax expense in the consolidated statement of income. The company recognized net interest expense of $32 million in 2018, net interest expense of $8 million in 2017, and net interest income of $10 million in 2016. The company had $48 million and $8 million of accrued interest and penalties as of December 31, 2018 and December 31, 2017, respectively which were recorded in other long-term liabilities in the consolidated balance sheets (see Note 9).
As of December 31, 2018, the company remained subject to examination in the following major tax jurisdictions for the tax years as indicated below:
| Major tax jurisdictions | Open Years |
| North and South America | |
| United States | 2014 through 2018 |
| Canada | 2011 through 2018 |
| Mexico | 2012 through 2018 |
| Brazil | 2005 through 2018 |
| Europe and Africa | |
| Belgium | 2013 through 2018 |
| Germany | 2011 through 2018 |
| Luxembourg | 2013 through 2018 |
| Netherlands | 2013 through 2018 |
| Republic of South Africa | 2014 through 2018 |
| Scandinavia | 2008 through 2018 |
| Spain | 2004 through 2018 |
| United Kingdom | 2015 through 2018 |
| Asia and Australia | |
| Australia | 2013 through 2018 |
| China | 2008 through 2018 |
| India | 2006 through 2018 |
| Korea | 2013 through 2018 |
| New Zealand | 2014 through 2018 |
| Taiwan | 2014 through 2018 |
The company is currently under audit in a number of jurisdictions. As a result, it is reasonably possible that some of these matters will conclude or reach the stage where a change in unrecognized income tax benefits may occur within the next twelve months. At the time new information becomes available, the company will record any adjustment to income tax expense as required. Final determinations, if any, are not expected to be material to the consolidated financial statements. The company is also subject to income taxes in many hundreds of state and local taxing jurisdictions that are open to tax examinations.
NOTE 8. EARNINGS PER SHARE – LINDE PLC SHAREHOLDERS
Basic and Diluted earnings per share - Linde plc shareholders is computed by dividing Income From Continuing Operations, Income From discontinued operations, net of tax, and Net income – Linde plc for the period by the weighted average number of either basic or diluted shares outstanding, as follows:
| 2018 | 2017 | 2016 | |||||||||
| Numerator (millions of dollars) | |||||||||||
| Income From Continuing Operations | $ | 4,273 | $ | 1,247 | $ | 1,500 | |||||
| Income from discontinued operations, net of tax | 108 | — | — | ||||||||
| Net Income – Linde plc | $ | 4,381 | $ | 1,247 | $ | 1,500 | |||||
| Denominator (thousands of shares) | |||||||||||
| Weighted average shares outstanding | 330,088 | 285,893 | 285,289 | ||||||||
| Shares earned and issuable under compensation plans | 313 | 368 | 388 | ||||||||
| Weighted average shares used in basic earnings per share * | 330,401 | 286,261 | 285,677 | ||||||||
| Effect of dilutive securities | |||||||||||
| Stock options and awards | 3,726 | 2,853 | 2,080 | ||||||||
| Weighted average shares used in diluted earnings per share * | 334,127 | 289,114 | 287,757 | ||||||||
| Basic earnings per share from continuing operations | $ | 12.93 | $ | 4.36 | $ | 5.25 | |||||
| Basic earnings per share from discontinued operations | $ | 0.33 | $ | — | $ | — | |||||
| Basic Earnings Per Share | $ | 13.26 | $ | 4.36 | $ | 5.25 | |||||
| Diluted earnings per share from continuing operations | $ | 12.79 | $ | 4.32 | $ | 5.21 | |||||
| Diluted earnings per share from discontinued operations | $ | 0.32 | $ | — | $ | — | |||||
| Diluted Earnings Per Share | $ | 13.11 | $ | 4.32 | $ | 5.21 |
- As a result of the merger, share amounts for the year ended December 31, 2018 reflect a weighted average effect of Praxair shares outstanding prior to October 31, 2018 and Linde plc shares outstanding on and after October 31, 2018.
There were no antidilutive shares for the years ended December 31, 2018 or 2017. Stock options of 2,602,770 for the year ended December 31, 2016 were antidilutive and therefore excluded in the computation of diluted earnings per share.
NOTE 9. SUPPLEMENTAL INFORMATION
The year ended December 31, 2018 reflects Praxair for the entire year and the Linde AG for the period beginning after October 31, 2018 (the merger date), including the impacts of purchase accounting. The amounts for historical periods prior to 2018 solely reflect the results of Praxair. See Notes 1 and 3.
Income Statement
| (Millions of dollars) Year Ended December 31, | 2018 | 2017 | 2016 | ||||||||
| Selling, General and Administrative | |||||||||||
| Selling | $ | 757 | $ | 511 | $ | 493 | |||||
| General and administrative | 872 | 696 | 652 | ||||||||
| $ | 1,629 | $ | 1,207 | $ | 1,145 |
| Year Ended December 31, | 2018 | 2017 | 2016 | ||||||||
| Depreciation and Amortization (a) | |||||||||||
| Depreciation | $ | 1,615 | $ | 1,093 | $ | 1,028 | |||||
| Amortization of other intangibles (Note 12) | 215 | 91 | 94 | ||||||||
| $ | 1,830 | $ | 1,184 | $ | 1,122 |
| Year Ended December 31, | 2018 | 2017 | 2016 | ||||||||
| Other Income (Expenses) – Net | |||||||||||
| Currency related net gains (losses) | $ | 4 | $ | (3 | ) | $ | 1 | ||||
| Partnership income | 8 | 6 | 5 | ||||||||
| Severance expense | (7 | ) | (6 | ) | (7 | ) | |||||
| Asset divestiture gains (losses) – net | 6 | 4 | 16 | ||||||||
| Other – net | 7 | 3 | 8 | ||||||||
| $ | 18 | $ | 4 | $ | 23 |
| Year Ended December 31, | 2018 | 2017 | 2016 | ||||||||
| Interest Expense – Net | |||||||||||
| Interest incurred on debt | $ | 196 | $ | 189 | $ | 208 | |||||
| Interest capitalized | (20 | ) | (28 | ) | (34 | ) | |||||
| Bond redemption (b) | 26 | — | 16 | ||||||||
| $ | 202 | $ | 161 | $ | 190 |
| Year Ended December 31, | 2018 | 2017 | 2016 | ||||||||
| Income Attributable to Noncontrolling Interests | |||||||||||
| Noncontrolling interests' operations (c) | $ | 12 | $ | 59 | $ | 35 | |||||
| Redeemable noncontrolling interests' operations (Note 16) | 3 | 2 | 3 | ||||||||
| Noncontrolling interests from continuing operations | $ | 15 | $ | 61 | $ | 38 | |||||
| Noncontrolling interests from discontinued operations | $ | 9 | $ | — | $ | — |
Balance Sheet
| (Millions of dollars) December 31, | 2018 | 2017 | |||||
| Accounts Receivable | |||||||
| Trade | $ | 4,368 | $ | 1,814 | |||
| Other | 42 | 34 | |||||
| 4,410 | 1,848 | ||||||
| Less: allowance for doubtful accounts (d) | (113 | ) | (138 | ) | |||
| $ | 4,297 | $ | 1,710 |
| December 31, | 2018 | 2017 | |||||
| Inventories | |||||||
| Raw materials and supplies | $ | 339 | $ | 224 | |||
| Work in process | 321 | 57 | |||||
| Finished goods | 991 | 333 | |||||
| $ | 1,651 | $ | 614 |
| December 31, | 2018 | 2017 | |||||
| Prepaid and Other Current Assets | |||||||
| Prepaid (e) | 367 | 185 | |||||
| VAT Recoverable | 250 | 94 | |||||
| Other | 460 | 65 | |||||
| $ | 1,077 | $ | 344 |
| December 31, | 2018 | 2017 | |||||
| Other Long-term Assets | |||||||
| Pension assets (Note 18) | $ | 140 | $ | 17 | |||
| Insurance contracts (f) | 75 | 74 | |||||
| Long-term receivables, net (g) | 135 | 54 | |||||
| Deposits | 61 | 70 | |||||
| Investments carried at cost | 76 | 12 | |||||
| Deferred charges | 148 | 47 | |||||
| Deferred income taxes (Note 7) | 510 | 198 | |||||
| Other | 317 | 109 | |||||
| $ | 1,462 | $ | 581 |
| December 31, | 2018 | 2017 | |||||
| Other Current Liabilities | |||||||
| Accrued expenses | $ | 1,187 | $ | 319 | |||
| Payroll | 658 | 170 | |||||
| VAT Payable | 235 | 50 | |||||
| Deferred Income | 242 | 9 | |||||
| Pension and postretirement (Note 18) | 117 | 30 | |||||
| Interest payable | 137 | 81 | |||||
| Employee benefit accrual | 104 | 23 | |||||
| Insurance reserves | 36 | 12 | |||||
| Other | 1,042 | 232 | |||||
| $ | 3,758 | $ | 926 |
| December 31, | 2018 | 2017 | |||||
| Other Long-term Liabilities | |||||||
| Pension and postretirement (Note 18) | $ | 2,004 | $ | 851 | |||
| Tax liabilities for uncertain tax positions | 191 | 35 | |||||
| Tax Act liabilities for deemed repatriation (Note 7) | 265 | 388 | |||||
| Interest and penalties for uncertain tax positions (Note 7) | 48 | 8 | |||||
| Insurance reserves | 24 | 23 | |||||
| Other | 903 | 283 | |||||
| $ | 3,435 | $ | 1,588 |
| December 31, | 2018 | 2017 | |||||
| Deferred Credits | |||||||
| Deferred income taxes (Note 7) | $ | 7,432 | $ | 1,167 | |||
| Other | 179 | 69 | |||||
| $ | 7,611 | $ | 1,236 |
| December 31, | 2018 | 2017 | |||||
| Accumulated Other Comprehensive Income (Loss) | |||||||
| Cumulative translation adjustment - net of taxes: | |||||||
| North America (h) | $ | (955 | ) | $ | (885 | ) | |
| South America (h) | (2,347 | ) | (2,004 | ) | |||
| Europe (h) | (185 | ) | (398 | ) | |||
| Asia (h) | (300 | ) | (151 | ) | |||
| Surface Technologies | (34 | ) | (17 | ) | |||
| Linde AG (h) | 231 | — | |||||
| (3,590 | ) | (3,455 | ) | ||||
| Derivatives – net of taxes | (2 | ) | (1 | ) | |||
| Unrealized gain (loss) on securities | (1 | ) | — | ||||
| Pension/OPEB funded status obligation (net of $292 million and $347 million tax benefit in 2018 and 2017) (Note 18) | (863 | ) | (642 | ) | |||
| $ | (4,456 | ) | $ | (4,098 | ) |
| (a) | Capitalized software has been reclassified from property plant and equipment - net to other intangibles - net. The associated expense has been reclassified from depreciation expense to amortization expense. The impact of this reclassification was $40 million and $43 million in 2018 and 2017, respectively. 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, or $0.06 per diluted share). In February 2016, Linde redeemed $325 million of 5.20% notes due March 2017 resulting in a $16 million interest charge ($10 million after-tax, or $0.04 per diluted share). |
| (c) | Noncontrolling interests from continuing operations includes a $35 million charge in 2018 related to the 8% of Linde AG Shares which were not tendered in the Exchange Offer (see Note 3). |
| (d) | Provisions to the allowance for doubtful accounts were $25 million, $33 million, and $41 million in 2018, 2017, and 2016, 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 $172 million and $58 million in 2018 and 2017, 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, 2018 and 2017 are net of reserves of $46 million and $51 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) | North America consists of currency translation adjustments in Canada and Mexico. South America relates primarily to Brazil and Argentina. Europe relates primarily to Spain, Russia and Germany. Asia relates primarily to China, India and Korea. Linde AG includes currency movements since the merger date and relates primarily to the Euro. |
NOTE 10. PROPERTY, PLANT AND EQUIPMENT – NET
Significant classes of property, plant and equipment are as follows (2018 reflects the impact of the Linde AG merger on October 31, 2018 (see Notes 1 and 3) and the divestiture of Praxair's European industrial gases business on December 3, 2018 (see Notes 1, 3 and 4)):
| (Millions of dollars) December 31, | Depreciable Lives (Yrs) | 2018 | 2017 | |||||||
| Production plants (primarily 15-year life) (a) | 10-20 | $ | 24,726 | $ | 16,258 | |||||
| Storage tanks | 15-20 | 4,061 | 2,620 | |||||||
| Transportation equipment and other (b) | 3-15 | 2,654 | 1,588 | |||||||
| Cylinders | 10-30 | 3,955 | 1,875 | |||||||
| Buildings | 25-40 | 3,083 | 1,202 | |||||||
| Land and improvements (c) | 0-20 | 1,162 | 589 | |||||||
| Construction in progress | 2,296 | 1,159 | ||||||||
| 41,937 | 25,291 | |||||||||
| Less: accumulated depreciation | (12,220 | ) | (13,466 | ) | ||||||
| $ | 29,717 | $ | 11,825 |
(a) - Depreciable lives of production plants related to long-term customer supply contracts are consistent with the contract lives.
(b) - Capitalized software was previously reported in the transportation equipment and other line. At December 31, 2018, capitalized software balances were reported within other intangibles - net (see Note 12). Prior period amounts have been reclassified to conform to current year presentation (see Note 2).
(c) - Land is not depreciated.
The gross amount of assets recorded under capital leases by major class are as follows:
| (Millions of dollars) December 31, | 2018 | 2017 | ||||||
| Production plants | $ | 1 | $ | 2 | ||||
| Transportation equipment and other | 49 | 1 | ||||||
| Buildings | 24 | — | ||||||
| $ | 74 | $ | 3 |
NOTE 11. GOODWILL
Changes in the carrying amount of goodwill for the years ended December 31, 2018 and 2017 were as follows (2018 reflects the impact of the Linde AG merger on October 31, 2018 (see Notes 1 and 3) and the divestiture of Praxair's European industrial gases business on December 3, 2018 (see Notes 1 and 4)):
| (Millions of dollars) | North America | South America | Europe | Asia | Surface Technologies | Linde AG | Total | ||||||||||||||||||||
| Balance, December 31, 2016 | $ | 2,165 | $ | 132 | $ | 629 | $ | 58 | $ | 133 | $ | — | $ | 3,117 | |||||||||||||
| Acquisitions (Note 3) | 24 | — | — | — | — | — | 24 | ||||||||||||||||||||
| Purchase adjustments & other | — | (1 | ) | 1 | — | — | — | — | |||||||||||||||||||
| Foreign currency translation | 13 | (2 | ) | 68 | 3 | 10 | — | 92 | |||||||||||||||||||
| Balance, December 31, 2017 | $ | 2,202 | $ | 129 | $ | 698 | $ | 61 | $ | 143 | $ | — | $ | 3,233 | |||||||||||||
| Addition due to Merger (Note 3) | — | — | — | — | — | 24,146 | 24,146 | ||||||||||||||||||||
| Acquisitions (Note 3) | 5 | — | — | — | — | — | 5 | ||||||||||||||||||||
| Purchase adjustments & other | 12 | — | — | — | — | — | 12 | ||||||||||||||||||||
| Foreign currency translation | (11 | ) | (23 | ) | (37 | ) | — | (5 | ) | 174 | 98 | ||||||||||||||||
| Disposals (Note 4) | — | — | (620 | ) | — | — | — | (620 | ) | ||||||||||||||||||
| Balance, December 31, 2018 | $ | 2,208 | $ | 106 | $ | 41 | $ | 61 | $ | 138 | $ | 24,320 | $ | 26,874 |
Linde has performed its goodwill impairment tests annually during the second quarter of each year, and historically has determined that the fair value of each of its reporting units was substantially in excess of its carrying value. For the 2018 test, Linde applied the FASB's accounting guidance which allows the company to first assess qualitative factors to determine the extent of additional quantitative analysis, if any, that may be required to test goodwill for impairment. Based on the qualitative assessments performed, Linde concluded that it was more likely than not that the fair value of each reporting unit substantially exceeded its carrying value and therefore, further quantitative analysis was not required. As a result, no impairment was recorded. There were no indicators of impairment through December 31, 2018.
NOTE 12. OTHER INTANGIBLE ASSETS
The following is a summary of Linde’s other intangible assets at December 31, 2018 and 2017 (2018 reflects the impact of the Linde AG merger on October 31, 2018 (see Notes 1 and 3) and the divestiture of Praxair's European industrial gases business on December 3, 2018 (see Notes 1 and 4)):
| (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 intangible asset balance at December 31, 2018 | $ | 12,971 | $ | 2,266 | $ | 986 | $ | 16,223 | |||||||
| (Millions of dollars) For the year ended December 31, 2017 | Customer Relationships | Brands/Tradenames | Other Intangible Assets | Total | |||||||||||
| Cost: | |||||||||||||||
| Balance, December 31, 2016 | $ | 751 | $ | 45 | $ | 586 | $ | 1,382 | |||||||
| Additions (primarily acquisitions) | 1 | 40 | 41 | ||||||||||||
| Foreign currency translation | 22 | 1 | 10 | 33 | |||||||||||
| Other * | (2 | ) | (17 | ) | (19 | ) | |||||||||
| Balance, December 31, 2017 | 772 | 46 | 619 | 1,437 | |||||||||||
| Less: accumulated amortization: | |||||||||||||||
| Balance, December 31, 2016 | (214 | ) | (15 | ) | (342 | ) | (571 | ) | |||||||
| Amortization expense (Note 9) | (40 | ) | (3 | ) | (48 | ) | (91 | ) | |||||||
| Foreign currency translation | (8 | ) | (6 | ) | (14 | ) | |||||||||
| Other * | 2 | 22 | 24 | ||||||||||||
| Balance, December 31, 2017 | (260 | ) | (18 | ) | (374 | ) | (652 | ) | |||||||
| Net balance at December 31, 2017 | $ | 512 | $ | 28 | $ | 245 | $ | 785 |
| * | Other primarily relates to the write-off of fully amortized assets, purchase accounting adjustments and reclassifications. |
There are no expected residual values related to these intangible assets. Amortization expense for the years ended December 31, 2018, 2017 and 2016 was $215 million, $91 million and $94 million, respectively. The remaining weighted-average amortization period for intangible assets is approximately 26 years.
Total estimated annual amortization expense related to finite lived intangibles is as follows:
| (Millions of dollars) | |||
| 2019 | $ | 848 | |
| 2020 | 830 | ||
| 2021 | 790 | ||
| 2022 | 648 | ||
| 2023 | 605 | ||
| Thereafter | 10,833 | ||
| Total amortization related to finite-lived intangible assets | 14,554 | ||
| Indefinite-lived intangible assets at December 31, 2018 | 1,669 | ||
| Net intangible assets at December 31, 2018 | $ | 16,223 |
NOTE 13. DEBT
The following is a summary of Linde’s outstanding debt at December 31, 2018 and 2017 (2018 reflects the impact of the Linde AG merger on October 31, 2018 (see Notes 1 and 3)).
| (Millions of dollars) | 2018 | 2017 | |||||
| Short-term | |||||||
| Commercial paper and U.S. bank borrowings | $ | 829 | $ | 202 | |||
| Other bank borrowings (primarily international) | 656 | 36 | |||||
| Total short-term debt | 1,485 | 238 | |||||
| Long-term (a) | |||||||
| 1.20% Notes due 2018 (b) | — | 498 | |||||
| 1.25% Notes due 2018 (c) | — | 475 | |||||
| 1.90% Notes due 2019 (f) | 500 | 500 | |||||
| Variable rate notes due 2019 | 150 | — | |||||
| 1.75% Euro denominated notes due 2019 (e) | 578 | — | |||||
| 4.25% AUD denominated notes due 2019 | 71 | — | |||||
| 4.50% Notes due 2019 (d) | — | 599 | |||||
| Variable rate notes due 2019 | 200 | — | |||||
| 1.50% Euro denominated notes due 2020 (d) | — | 717 | |||||
| 2.25% Notes due 2020 | 299 | 299 | |||||
| 1.75% Euro denominated notes due 2020 (e) | 1,185 | — | |||||
| 0.634% Euro denominated notes due 2020 | 58 | — | |||||
| 4.05% Notes due 2021 | 499 | 498 | |||||
| 3.875% Euro denominated notes due 2021 (e) | 755 | — | |||||
| 3.00% Notes due 2021 | 498 | 497 | |||||
| 0.250% Euro denominated notes due 2022 (e) | 1,156 | — | |||||
| 2.45% Notes due 2022 | 598 | 598 | |||||
| 2.20% Notes due 2022 | 498 | 498 | |||||
| 2.70% Notes due 2023 | 498 | 498 | |||||
| 2.00% Euro denominated notes due 2023 (e) | 805 | — | |||||
| 5.875% GBP denominated notes due 2023 (e) | 454 | — | |||||
| 1.20% Euro denominated notes due 2024 | 628 | 658 | |||||
| 1.875% Euro denominated notes due 2024 (e) | 373 | — | |||||
| 2.65% Notes due 2025 | 398 | 397 | |||||
| 1.625% Euro denominated notes due 2025 | 568 | 594 | |||||
| 3.20% Notes due 2026 | 725 | 725 | |||||
| 3.434% Notes due 2026 | 195 | — | |||||
| 1.652% Euro denominated notes due 2027 | 96 | — | |||||
| 1.00% Euro denominated notes due 2028 (e) | 861 | — | |||||
| 1.90% Euro denominated notes due 2030 | 121 | — | |||||
| 3.55% Notes due 2042 | 662 | 662 | |||||
| Other | 10 | 12 | |||||
| International bank borrowings | 291 | 33 | |||||
| Obligations under capital lease | 81 | 4 | |||||
| 13,811 | 8,762 | ||||||
| Less: current portion of long-term debt | (1,523 | ) | (979 | ) | |||
| Total long-term debt | 12,288 | 7,783 | |||||
| Total debt | $ | 15,296 | $ | 9,000 |
| (a) | Amounts are net of unamortized discounts, premiums and/or debt issuance costs as applicable. |
| (b) | In March 2018, Linde repaid $500 million of 1.20% notes that became due. |
| (c) | In November 2018, Linde repaid $475 million of 1.25% notes that became due and the associated interest rate swap was settled. See Note 14 for additional information regarding interest rate swaps. |
| (d) | 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, or $0.06 per diluted share). Also during December Linde repaid €750 million of 3.125% notes acquired in the merger that became due in December 2018. |
| (e) | The fair value decrease in debt related to hedge accounting for the year ended December 31, 2018 was $14 million; the impact in 2017 was not significant. See Note 14 for additional information. |
| (f) | In February 2019, Linde repaid $500 million of 1.90% notes that became due. |
Credit Facilities
At December 31, 2018, the company has the following major credit facilities available for future borrowing:
| Millions of dollars | Total Facility | Borrowings Outstanding | Available for Borrowing | Expires | |||||||||
| Praxair Senior Unsecured | $ | 2,500 | $ | — | $ | 2,500 | Dec-19 | ||||||
| Linde AG Revolving Credit Facility | € | 2,500 | $ | — | € | 2,500 | Jul-20 |
In June 2017, Praxair entered into a $500 million 364-day revolving credit facility with a syndicate of banks which expired in June 2018 and was not renewed.
The $2.5 billion and €2.5 billion credit facilities are with major financial institutions and are non-cancelable by the issuing financial institutions until their respective maturities. There are no financial covenants contained in the agreement relating to the Linde AG €2.5 billion credit facility; the only financial covenant for the senior unsecured $2.5 billion credit facility requires the company not to exceed a maximum 70% leverage ratio. No borrowings were outstanding under the credit agreements as of December 31, 2018.
Covenants
Linde’s $2.5 billion senior unsecured credit facility and long-term debt agreements contain various covenants which may, among other things, restrict certain types of mergers and changes in beneficial ownership of the company, and the ability of the company to incur or guarantee debt, sell or transfer certain assets, create liens against assets, enter into sale and leaseback agreements, or pay dividends and make other distributions beyond certain limits. These agreements also require Linde to not exceed a maximum 70% leverage ratio defined in the agreements as the ratio of consolidated total debt to the sum of consolidated total debt plus consolidated shareholders’ equity of the company. For purposes of the leverage ratio calculation, consolidated shareholders’ equity excludes changes in the cumulative foreign currency translation adjustments after June 30, 2011. At December 31, 2018, the actual leverage ratio, as calculated according to the agreement, was 34% and the company is in compliance with all financial covenants. Also, there are no material adverse change clauses or other subjective conditions that would restrict the company’s ability to borrow under the agreement.
Other Debt Information
As of December 31, 2018 and 2017, the weighted-average interest rate of short-term borrowings outstanding was 0.6% and 2.1%, respectively. The decrease in the rate year-over-year is related primarily to significant European commercial paper balances at negative interest rates, which offsets the impact of higher rates on other bank borrowings.
Expected maturities of long-term debt are as follows:
| (Millions of dollars) | |||
| 2019 | $ | 1,523 | |
| 2020 | 1,642 | ||
| 2021 | 1,864 | ||
| 2022 | 2,336 | ||
| 2023 | 1,788 | ||
| Thereafter | 4,658 | ||
| $ | 13,811 |
As of December 31, 2018, $74 million of Linde’s assets were pledged as collateral for $81 million of long-term debt, including the current portion of long-term debt. The carrying amounts of assets pledged as collateral for long-term debt are disclosed primarily under property, plant, and equipment and are included within buildings and transportation equipment and other.
In February 2016, Linde redeemed $325 million of 5.20% notes due March 2017 resulting in a $16 million interest charge ($10 million after-tax, or $0.04 per diluted share).
See Note 15 for the fair value information related to debt.
NOTE 14. FINANCIAL INSTRUMENTS
In its normal operations, Linde is exposed to market risks relating to fluctuations in interest rates, foreign currency exchange rates, energy costs and to a lesser extent precious metal prices. The objective of financial risk management at Linde is to minimize the negative impact of such fluctuations on the company’s earnings and cash flows. To manage these risks, among other strategies, Linde routinely enters into various derivative financial instruments (“derivatives”) including interest-rate swap and treasury rate lock agreements, currency-swap agreements, forward contracts, currency options, and commodity-swap agreements. These instruments are not entered into for trading purposes and Linde only uses commonly traded and non-leveraged instruments.
There are three types of derivatives that the company enters into: (i) those relating to fair-value exposures, (ii) those relating to cash-flow exposures, and (iii) those relating to foreign currency net investment exposures. Fair-value exposures relate to changes in the fair value of recognized assets or liabilities, primarily financial assets and financial liabilities, and firm commitments. Cash-flow exposures relate to the variability of future cash flows associated with recognized assets or liabilities, or forecasted transactions for which no underlying exposure is yet reported in the consolidated balance sheet. Net investment exposures relate to the impact of foreign currency exchange rate changes on the carrying value of net assets denominated in foreign currencies.
When a derivative is executed and hedge accounting is appropriate, it is designated as either a fair-value hedge, cash-flow hedge, or a net investment hedge. Currently, Linde designates the majority of interest-rate and treasury-rate locks as hedges for accounting purposes; however, currency contracts are generally not designated as hedges for accounting purposes unless they are related to forecasted transactions. Whether designated as hedges for accounting purposes or not, all derivatives are linked to an appropriate underlying exposure. On an ongoing basis, the company assesses the hedge effectiveness of all derivatives designated as hedges for accounting purposes to determine if they continue to be highly effective in offsetting changes in fair values or cash flows of the underlying hedged items. If it is determined that the hedge is not highly effective, then hedge accounting will be discontinued prospectively.
Counterparties to Linde’s derivatives are major banking institutions with credit ratings of investment grade or better. As of year-end, Linde AG had existing Credit Support Annexes ("CSAs") in place with their principal counterparties to minimize potential default risk and to mitigate counterparty risk. Under the CSAs, the fair values of derivatives for the purpose of interest rate and currency management are collateralized with cash on a regular basis. As of December 31, 2018, the impact of such collateral posting arrangements on the fair value of derivatives was insignificant. Management believes the risk of incurring losses on derivative contracts related to credit risk is remote and any resulting losses would be immaterial.
The following table is a summary of the notional amount and gross fair values of derivatives outstanding at December 31, 2018 and 2017 for consolidated subsidiaries:
| Fair Value | |||||||||||||||||||||||
| (Millions of dollars) | Notional Amounts | Assets (a) | Liabilities (a) | ||||||||||||||||||||
| December 31, | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||
| Derivatives Not Designated as Hedging Instruments: | |||||||||||||||||||||||
| Currency contracts: | |||||||||||||||||||||||
| Balance sheet items | $ | 6,357 | $ | 2,693 | $ | 24 | $ | 16 | $ | 42 | $ | 16 | |||||||||||
| Forecasted transactions | 945 | — | 15 | — | 17 | — | |||||||||||||||||
| Interest rate/Cross-currency interest rate swaps | 2,110 | — | 112 | — | 40 | — | |||||||||||||||||
| Commodity contracts | — | — | 27 | — | 9 | — | |||||||||||||||||
| Derivatives Designated as Hedging Instruments: | |||||||||||||||||||||||
| Currency contracts: | |||||||||||||||||||||||
| Balance sheet items | $ | — | $ | 38 | $ | — | $ | — | $ | — | $ | 2 | |||||||||||
| Forecasted transactions | 158 | 4 | 2 | 1 | 3 | — | |||||||||||||||||
| Interest rate contracts: | |||||||||||||||||||||||
| Interest rate swaps | 2,164 | 475 | 13 | — | 10 | — | |||||||||||||||||
| Total Hedges | $ | 2,322 | $ | 517 | $ | 15 | $ | 1 | $ | 13 | $ | 2 | |||||||||||
| Total Derivatives | $ | 11,734 | $ | 3,210 | $ | 193 | $ | 17 | $ | 121 | $ | 18 |
(a) Current assets of $67 million are recorded in prepaid and other current assets; long-term assets of $126 million are recorded in other long-term assets; current liabilities of $78 million are recorded in other current liabilities; and long-term liabilities of $43 million are recorded in other long-term liabilities.
Balance Sheet Items
Foreign currency contracts related to balance sheet items consist of forward contracts entered into to manage the exposure to fluctuations in foreign-currency exchange rates on recorded balance sheet assets and liabilities denominated in currencies other than the functional currency of the related operating unit. Certain forward currency contracts are entered into to protect underlying monetary assets and liabilities denominated in foreign currencies from foreign exchange risk and are not designated as hedging instruments. For balance sheet items that are not designated as hedging instruments, the fair value adjustments on these contracts are offset by the fair value adjustments recorded on the underlying monetary assets and liabilities.
Linde also enters into forward currency contracts, which are designated as hedging instruments, to limit the cash flow exposure on certain foreign-currency denominated intercompany loans. The fair value adjustments on these contracts are recorded to AOCI, with the effective portion immediately reclassified to earnings to offset the fair value adjustments on the underlying debt instrument.
Forecasted Transactions
Foreign currency contracts related to forecasted transactions consist of forward contracts entered into to manage the exposure to fluctuations in foreign-currency exchange rates on (1) forecasted purchases of capital-related equipment and services, (2) forecasted sales, or (3) other forecasted cash flows denominated in currencies other than the functional currency of the related operating units. For forecasted transactions that are designated as cash flow hedges, fair value adjustments are recorded to AOCI with deferred amounts reclassified to earnings over the same time period as the income statement impact of the associated purchase. For forecasted transactions that do not qualify for cash flow hedging relationships, fair value adjustments are recorded directly to earnings.
Interest Rate/Cross-Currency Interest Rate Swaps
Cross-currency interest rate swaps are entered into to limit the foreign currency risk of future principal and interest cash flows associated with intercompany loans, and to a more limited extent bonds, denominated in non-functional currencies. The fair value adjustments on the cross-currency swaps are recorded to earnings, where they are offset by fair value adjustments on the underlying intercompany loan or bond.
Commodity Contracts
Commodity contracts are entered into to manage the exposure to fluctuations in commodity prices, which arise in the normal course of business from its procurement transactions. To reduce the extent of this risk, Linde enters into a limited number of electricity, natural gas, and propane gas derivatives. As of December 31, 2018 these commodity contracts were not designated as cash flow hedges. Therefore, the fair value adjustments on these contracts are recorded to earnings and are eventually offset by the income statement impact of the underlying commodity purchase.
Net investment hedges
In 2014, Praxair designated the €600 million 1.50% Euro-denominated notes due 2020 and the €500 million ($568 million as of December 31, 2018) 1.625% Euro-denominated notes due 2025, as a hedge of the net investment position in its European operations. In 2016, Praxair designated an incremental €550 million ($628 million as of December 31, 2018) 1.20% Euro-denominated notes due 2024 as an additional hedge of the net investment position in its European operations.
On October 31, 2018 Praxair and Linde AG combined their respective businesses through an all-stock transaction and became subsidiaries of the company. In December 2018, as a condition of the merger, Praxair completed the sale of the majority of its European operations to Taiyo Nippon Sanso Corporation. This significantly reduced the net investment position in Praxair's European operations. During the same month Praxair also repaid the €600 million 1.50% Euro-denominated notes due 2020, which significantly reduced the debt balance designated as a hedge. In response to the above transactions, Praxair de-designated €965 million of its Euro-denominated notes. At December 31, 2017 Praxair had de-designated €200 million of its Euro-denominated notes in response to the U.S. government-enacted Tax Cuts and Jobs Act and associated decrease in the tax rate.
These Euro-denominated debt instruments reduce the company's exposure to changes in the currency exchange rate on investments in foreign subsidiaries with Euro functional currencies. Since hedge inception, exchange rate movements have reduced long-term debt by $202 million (long-term debt decreased by $105 million during the year ended December 31, 2018), with the offsetting gain shown within the cumulative translation component of AOCI in the consolidated balance sheets and the consolidated statements of comprehensive income.
Interest Rate Swaps
Linde uses interest rate swaps to hedge the exposure to changes in the fair value of financial assets and financial liabilities as a result of interest rate changes. These interest rate swaps effectively convert fixed-rate interest exposures to variable rates; fair value adjustments are recognized in earnings along with an equally offsetting charge/benefit to earnings for the changes in the fair value of the underlying financial asset or financial liability. The following table summarizes the outstanding interest rate swaps for Linde as of December 31, 2018:
| 2018 | 2017 | ||||||||||||||
| (Millions of dollars) | US$ Derivative Notional | Change in Fair Value (b) | US$ Derivative Notional | Change in Fair Value | |||||||||||
| Underlying debt instrument: | |||||||||||||||
| 1.00% Euro denominated notes due 2028 | $ | 516 | $ | 8 | $ | — | $ | — | |||||||
| 1.25% Notes due 2018 (a) | — | — | 475 | — | |||||||||||
| 0.250% Euro denominated notes due 2022 | 344 | 2 | — | — | |||||||||||
| 2.00% Euro denominated notes due 2023 | 287 | 2 | — | — | |||||||||||
| 3.875% Euro denominated notes due 2021 | 287 | 1 | — | — | |||||||||||
| 5.875% GBP denominated notes due 2023 | 254 | 1 | — | — | |||||||||||
| 1.75% Euro denominated notes due 2019 | 229 | (1 | ) | — | — | ||||||||||
| 1.75% Euro denominated notes due 2020 | 132 | — | — | — | |||||||||||
| 1.875% Euro denominated notes due 2024 | 115 | 1 | — | — | |||||||||||
| $ | 2,164 | $ | 14 | $ | 475 | $ | — |
(a) At December 31, 2017, Praxair had one outstanding interest rate swap agreement with a $475 million notional amount related to the $475 million 1.25% notes maturing in November 2018. The increase in the fair value of this note was less than $1 million. In November 2018 the notes were repaid and the associated fixed-to-variable interest rate swap was settled.
(b) In connection with the merger, Linde AG's assets and liabilities were measured at estimated fair value as of October 31, 2018.
Terminated Treasury Rate Locks
The following table summarizes the unrecognized gains (losses) related to terminated treasury rate lock contracts:
| Unrecognized Gain / (Loss) (a) | |||||||||||||
| (Millions of dollars) | Year Terminated | Original Gain / (Loss) | 12/31/2018 | 12/31/2017 | |||||||||
| Treasury Rate Locks | |||||||||||||
| Underlying debt instrument: | |||||||||||||
| $500 million 2.20% fixed-rate notes that mature in 2022 (b) | 2012 | $ | (2 | ) | $ | — | $ | (1 | ) | ||||
| $500 million 3.00% fixed-rate notes that mature in 2021 (b) | 2011 | (11 | ) | (3 | ) | (4 | ) | ||||||
| $600 million 4.50% fixed-rate notes that mature in 2019 (b,c) | 2009 | 16 | — | 3 | |||||||||
| Total – pre-tax | $ | (3 | ) | $ | (2 | ) | |||||||
| Less: income taxes | 1 | 1 | |||||||||||
| After- tax amounts | $ | (2 | ) | $ | (1 | ) |
| (a) | The unrecognized gains / (losses) for the treasury rate locks are shown in accumulated other comprehensive income ("AOCI") and are being recognized on a straight line basis to interest expense – net over the term of the underlying debt agreements. Refer to the table below summarizing the impact of the company’s consolidated statements of income and AOCI for current period gain (loss) recognition. |
| (b) | The notional amount of the treasury rate lock contracts are equal to the underlying debt instrument with the exception of the treasury rate lock contract entered into to hedge the $600 million 4.50% fixed-rate notes that mature in 2019. The notional amount of this contract was $500 million. |
| (c) | In December 2018, Linde repaid $600 million of 4.50% notes that mature in 2019. The unrecognized gain on the associated treasury rate lock was reclassified from other comprehensive income to interest expense. |
Impact of derivative instruments on earnings and AOCI
The following table summarizes the impact of the company's derivatives not designated as hedging instruments on the consolidated statements of income:
| (Millions of dollars) | Amount of Pre-Tax Gain (Loss) Recognized in Earnings * | ||||||||||
| December 31, | 2018 | 2017 | 2016 | ||||||||
| Derivatives Not Designated as Hedging Instruments | |||||||||||
| Currency contracts: | |||||||||||
| Balance sheet items: | |||||||||||
| Debt-related | $ | (118 | ) | $ | 121 | $ | 21 | ||||
| Other balance sheet items | 3 | — | 4 | ||||||||
| Total | $ | (115 | ) | $ | 121 | $ | 25 |
- The gains (losses) on balance sheet items are offset by gains (losses) recorded on the underlying hedged assets and liabilities. Accordingly, the gains (losses) for the derivatives and the underlying hedged assets and liabilities related to debt items are recorded in the consolidated statements of income as interest expense-net. The gains (losses) on other balance sheet items are recorded in the consolidated statements of income as other income (expenses)-net.
The following table summarizes the impact of the company's derivatives designated as hedging instruments that impact AOCI:
| (Millions of dollars) | Amount of Gain (Loss) Recognized in AOCI | Amount of Gain (Loss) Reclassified from AOCI to the Consolidated Statement of Income | |||||||||||||||||||
| December 31, | 2018 | 2017 | 2016 | 2018 | 2017 | 2016 | |||||||||||||||
| Derivatives Designated as Hedging Instruments** | |||||||||||||||||||||
| Currency contracts: | |||||||||||||||||||||
| Net investment hedge | $ | — | $ | — | $ | (4 | ) | $ | — | $ | — | $ | — | ||||||||
| Forecasted transactions | — | 1 | — | — | — | — | |||||||||||||||
| Balance sheet items | — | (1 | ) | 1 | — | — | — | ||||||||||||||
| Interest rate contracts: | |||||||||||||||||||||
| Treasury rate locks | — | — | — | (1 | ) | — | (1 | ) | |||||||||||||
| Total – Pre tax | $ | — | $ | — | $ | (3 | ) | $ | (1 | ) | $ | — | $ | (1 | ) | ||||||
| Less: income taxes | — | — | — | — | — | 1 | |||||||||||||||
| Total - Net of Taxes | $ | — | $ | — | $ | (3 | ) | $ | (1 | ) | $ | — | $ | — |
** The gains (losses) on net investment hedges are recorded as a component of AOCI within foreign currency translation adjustments in the consolidated balance sheets and consolidated statements of comprehensive income. The gains (losses) on forecasted purchases, balance sheet items, and treasury rate locks are recorded as a component of AOCI within derivative instruments in the consolidated balance sheets and the consolidated statements of comprehensive income. There was no ineffectiveness for these instruments during 2018 or 2017. The gains (losses) on net investment hedges are reclassified to earnings only when the related currency translation adjustments are required to be reclassified, usually upon sale or liquidation of the investment. The gains (losses) for interest rate contracts are reclassified to earnings as interest expense –net on a straight-line basis over the remaining maturity of the underlying debt. Net losses of less than $1 million are expected to be reclassified to earnings during 2019.
NOTE 15. FAIR VALUE DISCLOSURES
The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as follows:
Level 1 – quoted prices in active markets for identical assets or liabilities
Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2018 and 2017:
| Fair Value Measurements Using | |||||||||||||||||||||||
| (Millions of dollars) | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | ||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Derivative assets | $ | — | $ | — | $ | 193 | $ | 17 | $ | — | $ | — | |||||||||||
| Investments and securities * | 22 | — | — | — | 30 | — | |||||||||||||||||
| Total | $ | 22 | $ | — | $ | 193 | $ | 17 | $ | 30 | $ | — | |||||||||||
| Liabilities | |||||||||||||||||||||||
| Derivative liabilities | $ | — | $ | — | $ | 121 | $ | 18 | $ | — | $ | — |
| * | Investments and securities are recorded in prepaid and other current assets in the company's consolidated balance sheets. |
The fair values of the derivative assets and liabilities are based on market prices obtained from independent brokers or determined using quantitative models that use as their basis readily observable market parameters that are actively quoted and can be validated through external sources, including third-party pricing services, brokers and market transactions. Level 1 investments and securities are marketable securities traded on an exchange. Level 3 investments and securities consist of a venture fund. For the valuation, Linde uses the net asset value received as part of the fund's quarterly reporting, which for the most part is not based on quoted prices in active markets. In order to reflect current market conditions, Linde proportionally adjusts these by observable market data (stock exchange prices) or current transaction prices.
The following table summarizes the changes in level 3 investments and securities for the years ended December 31, 2018 and December 31, 2017. Gains (losses) recognized in earnings are recorded to interest expense - net in the company's consolidated statements of income.
| (Millions of dollars) | 2018 | ||
| Balance at January 1 | $ | — | |
| Merger impact | 28 | ||
| Gains (losses) recognized in earnings | 2 | ||
| Balance at December 31 | $ | 30 |
The fair value of cash and cash equivalents, short-term debt, accounts receivables-net, and accounts payable approximate carrying value because of the short-term maturities of these instruments.
The fair value of long-term debt is estimated based on the quoted market prices for the same or similar issues. Long-term debt is categorized within either Level 1 or Level 2 of the fair value hierarchy depending on the trading volume of the issues and whether or not they are actively quoted in the market as opposed to traded through over-the-counter transactions. Linde AG's long-term debt is primarily categorized within Level 1 measurements as the majority of the Linde AG bond portfolio is publicly traded. At December 31, 2018, the estimated fair value of Linde’s long-term debt portfolio was $13,725 million versus a carrying value of $13,811 million. As Linde AG's assets and liabilities were measured at estimated fair value as of the merger date, differences between the carrying value and the fair value are insignificant; remaining differences are attributable to interest rate increases subsequent to when the debt was issued and relative to stated coupon rates. At December 31, 2017, the estimated fair value of Linde’s long-term debt portfolio was $8,969 million versus a carrying value of $8,762 million.
NOTE 16. EQUITY AND NONCONTROLLING INTERESTS
Linde plc Shareholders’ Equity
At December 31, 2018, Linde has total authorized share capital of €1,825,000 divided into 1,750,000,000 ordinary shares of €0.001 each, 25,000 A ordinary shares of €1.00 each, 25,000 deferred shares of €1.00 each and 25,000,000 preferred shares of €0.001 each.
At December 31, 2018 there were 551,310,272 and 547,241,630 of Linde plc ordinary shares issued and outstanding, respectively. At December 31, 2018 there were no shares of A ordinary shares, deferred shares or preferred shares issued or outstanding.
At December 31, 2017 there were 800,000,000 shares of Praxair common stock authorized (par value $0.01 per share) of which shares 383,230,625 were issued and 286,776,991 were outstanding at December 31, 2017. At December 31, 2017, there were 25,000,000 shares of Praxair preferred stock (par value $0.01 per share) authorized, of which no shares were issued and outstanding.
Linde’s Board of Directors may from time to time authorize the issuance of one or more series of preferred stock and, in connection with the creation of such series, determine the characteristics of each such series including, without limitation, the preference and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions of the series.
Merger of Praxair and Linde AG
Following is a summary of the Linde plc shareholders' equity transactions related to the merger:
| 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.
As indicated above, in connection with the merger, Praxair and Linde AG common stock was converted into shares of Linde plc ordinary shares. The following table provides a summary of the share activity resulting from the merger:
| (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. |
Other Linde plc Ordinary Share and Treasury Stock Transactions
Linde may issue new ordinary shares shares for dividend reinvestment and stock purchase plans and employee savings and incentive plans. The number of new Linde ordinary shares shares issued from merger date through December 31, 2018 was approximately 255 thousand shares. Prior to the merger, Praxair issued shares related to such activity out of treasury stock.
On December 10, 2018 the Linde board of directors approved the repurchase of $1.0 billion of its common stock under which Linde had repurchased 4,068,642 shares through December 31, 2018. Subsequently, on January 22, 2019 the company’s board of directors approved the additional repurchase of $6.0 billion of its common stock.
Noncontrolling Interests
Noncontrolling interest ownership changes are presented within the consolidated statements of equity. The $186 million decrease during 2018 primarily relates to the sale of Praxair's industrial gases business in Europe (see Notes 1 and 4). The "Impact of Merger" line item of the consolidated statements of equity includes the fair value of the noncontrolling interests acquired from Linde AG, including the 8% of Linde AG shares which were not tendered in the Exchange Offer and are intended to be the subject of a cash-merger squeeze-out. See Note 3.
The $15 million increase during 2017 relates to additional funding provided to PG Technologies, LLC ("PGT") by the joint venture partner.
The $20 million increase during 2016 relates to the sale of an ownership interest in a majority-owned joint venture in India during the third quarter offset by the formation of PGT, a majority-owned joint venture with GE Aviation. The 2016 "Additions (Reductions)" line item of the consolidated statements of equity also includes an increase to Additional Paid-In Capital resulting from the sale of the noncontrolling interest to the PGT joint venture partner.
Redeemable Noncontrolling Interests
Noncontrolling interests with redemption features, such as put/sell options, that are not solely within the company’s control (“redeemable noncontrolling interests”) are reported separately in the consolidated balance sheets at the greater of carrying value or redemption value. For redeemable noncontrolling interests that are not yet exercisable, Linde calculates the redemption value by accreting the carrying value to the redemption value over the period until exercisable. If the redemption value is greater than the carrying value, any increase is adjusted directly to retained earnings and does not impact net income. At December 31, 2018, the redeemable noncontrolling interest balance includes one packaged gas distributor in the United States where the noncontrolling shareholder has a put option.
The following is a summary of redeemable noncontrolling interests for the years ended December 31, 2018, 2017 and 2016:
| (Millions of dollars) | 2018 | 2017 | 2016 | ||||||||
| Beginning Balance | $ | 11 | $ | 11 | $ | 113 | |||||
| Net income | 3 | 2 | 3 | ||||||||
| Distributions to noncontrolling interest | (1 | ) | (3 | ) | (2 | ) | |||||
| Redemption value adjustment/accretion | 3 | 1 | (6 | ) | |||||||
| Foreign currency translation and other | — | — | 7 | ||||||||
| Purchase/divestiture of noncontrolling interest * | — | — | (104 | ) | |||||||
| Ending Balance | $ | 16 | $ | 11 | $ | 11 |
- In June 2016, Linde acquired the remaining 34% stake in a Scandinavian joint venture for $104 million. The cash payment related to this acquisition is shown in the financing section of the consolidated statements of cash flows under the caption "Noncontrolling interest transactions and other" as there was no change in control.
NOTE 17. SHARE-BASED COMPENSATION
Share-based compensation expense was $62 million in 2018 ($59 million and $39 million in 2017 and 2016, respectively). The related income tax benefit recognized was $30 million in 2018 ($53 million and $32 million in 2017 and 2016, respectively). The expense was primarily recorded in selling, general and administrative expenses and no share-based compensation expense was capitalized.
Summary of Plans
The 2009 Praxair, Inc. Long-Term Incentive Plan was initially adopted by the board of directors and shareholders of Praxair, Inc. on April 28, 2009 and has been amended since its initial adoption ("the 2009 Plan"). Upon completion of the business combination of Praxair, Inc. with Linde AG on October 31, 2018, the 2009 Plan was assumed by the company. Prior to April 28, 2009, Praxair, Inc. granted equity awards under the 2002 Praxair, Inc. Long-Term Incentive Plan , (“the 2002 Plan”) which was also assumed by the company upon completion of the business combination. The 2009 Plan permits awards of stock options, stock appreciation rights, restricted stock and restricted stock units, performance-based stock units and other equity awards to eligible officer and non-officer employees and non-employee directors of the company and its affiliates. As of December 31, 2018, 8,009,603 shares remained available for equity grants under the 2009 Plan, of which 2,600,000 shares may be granted as awards other than options or stock appreciation rights.
In 2005, the board of directors and shareholders of Praxair, Inc. adopted the 2005 Equity Compensation Plan for Non-Employee Directors of Praxair, Inc. ("the 2005 Plan"). Upon completion of the business combination in October 2018, the 2005 Plan was also assumed by the company. Under the 2005 Plan, the aggregate number of shares available for option and other equity grants was limited to a total of 500,000 shares. The 2005 Plan expired on April 30, 2010, by its own terms, and no shares were available for grant thereafter.
Upon the completion of the business combination, all options outstanding under the 2009 Plan, the 2002 Plan and the 2005 Plan were converted into options to acquire the same number of shares of the company and at the same exercise price per share that applied prior to the business combination.
Exercise prices for options granted under the 2009 Plan may not be less than the closing market price of the company’s ordinary shares on the date of grant and granted options may not be re-priced or exchanged without shareholder approval. Options granted under the 2009 Plan subject only to time vesting requirements may become partially exercisable after a minimum of one year after the date of grant but may not become fully exercisable until at least three years have elapsed from the date of grant, and all options have a maximum duration of ten years. Options granted under predecessor plans had similar terms.
In connection with the business combination, on October 31, 2018 the company's Board of Directors adopted the Long Term Incentive Plan of Linde plc (“the LTIP 2018”), the purpose of which is to replace certain outstanding Linde AG equity based awards that were terminated. Under the LTIP 2018, the aggregate number of shares available for replacement option rights and replacement restricted share units was set at 473,128. As of December 31, 2018, all shares remained available for grant, as the Company is not obligated to make these replacement awards until 2019.
Exercise prices for the replacement option rights to be granted in 2019 under the LTIP 2018 will be equal to EUR 1.67 as prescribed in the business combination agreement. Each replacement option right granted under the LTIP 2018 will be subject to vesting based on continued service until the end of the four-year waiting period applicable to the relevant Linde AG award that had been granted before the business combination. After vesting, each option right will be exercisable for one year.
In order to satisfy option exercises and other equity grants, the Company may issue authorized but previously unissued shares or it may issue treasury shares.
Stock Option Fair Value
The company utilizes the Black-Scholes Options-Pricing Model to determine the fair value of stock options consistent with that used in prior years. Management is required to make certain assumptions with respect to selected model inputs, including anticipated changes in the underlying stock price (i.e., expected volatility) and option exercise activity (i.e., expected life). Expected volatility is based on the historical volatility of the company’s stock over the most recent period commensurate with the estimated expected life of the company’s stock options and other factors. The expected life of options granted, which represents the period of time that the options are expected to be outstanding, is based primarily on historical exercise experience. The expected dividend yield is based on the company’s most recent history and expectation of dividend payouts. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for a period commensurate with the estimated expected life. If factors change and result in different assumptions in future periods, the stock option expense that the company records for future grants may differ significantly from what the company has recorded in the current period.
The weighted-average fair value of options granted during 2018 was $19.29 ($12.40 in 2017 and $8.91 in 2016) based on the Black-Scholes Options-Pricing model. The increase in grant date fair value year-over-year is primarily attributable to an increase in the company's stock price.
The following weighted-average assumptions were used to value the grants in 2018, 2017 and 2016:
| Year Ended December 31, | 2018 | 2017 | 2016 | |||||
| Dividend yield | 2.1 | % | 2.7 | % | 2.9 | % | ||
| Volatility | 14.4 | % | 14.0 | % | 14.4 | % | ||
| Risk-free interest rate | 2.67 | % | 2.13 | % | 1.41 | % | ||
| Expected term years | 5 | 6 | 6 |
The following table summarizes option activity under the plans as of December 31, 2018 and changes during the period then ended (averages are calculated on a weighted basis; life in years; intrinsic value expressed in millions):
| Activity | Number of Options (000’s) | Average Exercise Price | Average Remaining Life | Aggregate Intrinsic Value | ||||||||
| Outstanding at January 1, 2018 | 10,787 | $ | 108.70 | |||||||||
| Granted | 1,625 | 154.00 | ||||||||||
| Exercised | (1,714 | ) | 95.25 | |||||||||
| Cancelled or expired | (74 | ) | 131.91 | |||||||||
| Outstanding at December 31, 2018 | 10,624 | $ | 117.65 | 5.9 | $ | 408 | ||||||
| Exercisable at December 31, 2018 | 7,065 | $ | 111.16 | 4.7 | $ | 317 |
The aggregate intrinsic value represents the difference between the company’s closing stock price of $156.04 as of December 31, 2018 and the exercise price multiplied by the number of in the money options outstanding as of that date. The total intrinsic value of stock options exercised during 2018 was $113 million ($137 million and $82 million in 2017 and 2016, respectively).
Cash received from option exercises under all share-based payment arrangements for 2018 was $66 million ($107 million and $128 million in 2017 and 2016, respectively). The cash tax benefit realized from share-based compensation totaled $30 million for 2018 ($51 million and $32 million cash tax benefit in 2017 and 2016, respectively).
As of December 31, 2018, $19 million of unrecognized compensation cost related to non-vested stock options is expected to be recognized over a weighted-average period of approximately 1 year.
Performance-Based and Restricted Stock Awards
No performance-based stock awards were granted in 2018 as restricted stock units were granted in place of performance-based stock awards. In years prior to 2018, the company granted performance-based stock awards under the 2009 Plan to senior management that vest, subject to the attainment of pre-established minimum performance criteria, principally on the third anniversary of their date of grant. These awards were tied to either return on capital ("ROC") performance or relative total shareholder return ("TSR") performance versus that of the S&P 500. The actual number of shares issued in settlement of a vested award can range from zero to 200 percent of the target number of shares granted based upon the company’s attainment of specified performance targets at the end of a three-year period. Compensation expense related to these awards is recognized over the three-year performance period based on the fair value of the closing market price of the company’s ordinary shares on the date of the grant and the estimated performance that will be achieved. Compensation expense for ROC awards were adjusted during the three-year performance period based upon the estimated performance levels that will be achieved. TSR awards were measured at their grant date fair value and not subsequently re-measured.
The weighted-average fair value of ROC performance-based stock awards granting during 2017 and 2016 was $109.68 and $93.46, respectively. These fair values are based on the closing market price of Linde's ordinary shares on the grant date adjusted for dividends that will not be paid during the vesting period.
The weighted-average fair value of performance-based stock tied to relative TSR performance granted during 2017 was $124.12 ($124.18 in 2016), and was estimated using a Monte Carlo simulation performed as of the grant date.
Upon completion of the merger, each outstanding ROC and TSR performance-based award was converted into a Linde RSU based on performance achieved as of immediately prior to the closing of the merger, and became subject to service-vesting conditions only. This resulted in the conversion of 435,000 performance-based shares into 704,000 restricted stock units. Compensation expense related to these awards will continue to be recognized over the remainder of the respective three-year service period.
There were 278,907 restricted stock units granted to employees by Praxair during 2018. The weighted-average fair value of restricted stock units granted during 2018 was $144.86 ($111.95 in 2017 and $98.18 in 2016). These fair values are based on the closing market price of Linde's ordinary shares on the grant date adjusted for dividends that will not be paid during the vesting period. Compensation expense related to the restricted stock units is recognized over the vesting period. These awards were converted into equivalent Linde restricted stock units at the time of the business combination.
The following table summarizes non-vested performance-based and restricted stock award activity as of December 31, 2018 and changes during the period then ended (shares based on target amounts, averages are calculated on a weighted basis):
| 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, 2018 | 665 | $ | 113.40 | 264 | $ | 107.56 | |||||||
| Granted | — | — | 279 | 144.86 | |||||||||
| Vested | (79 | ) | 119.98 | (153 | ) | 117.67 | |||||||
| Award conversions | (435 | ) | — | 704 | — | ||||||||
| Cancelled and Forfeited | (151 | ) | 110.29 | (23 | ) | 111.41 | |||||||
| Non-vested at December 31, 2018 | — | $ | — | 1,071 | $ | 118.84 |
There are approximately 12 thousand restricted stock shares that are non-vested at December 31, 2018 which will be settled in cash due to foreign regulatory limitations. The liability related to these grants reflects the current estimate of performance that will be achieved and the current ordinary shares price.
As of December 31, 2018, $30 million of unrecognized compensation cost related to the restricted stock awards is expected to be recognized primarily through the first quarter of 2021.
NOTE 18. RETIREMENT PROGRAMS
Defined Benefit Pension Plans - U.S.
Linde has two main U.S. retirement programs which are non-contributory defined benefit plans: the Linde Pension Plan and the CBI Pension Plan. The latter program benefits primarily former employees of CBI Industries, Inc. which Linde acquired in 1996. Effective July 1, 2002, the Linde Pension Plan was amended to give participating employees a one-time choice to remain covered by the old formula or to elect coverage under a new formula. The old formula is based predominantly on years of service, age and compensation levels prior to retirement, while the new formula provides for an annual contribution to an individual account which grows with interest each year at a predetermined rate. Also, this new formula applies to all new employees hired after April 30, 2002 into businesses adopting this plan. The U.S. and international pension plan assets are comprised of a diversified mix of investments, including domestic and international corporate equities, government securities and corporate debt securities. Linde has several plans that provide supplementary retirement benefits primarily to higher level employees that are unfunded and are nonqualified for federal tax purposes. Pension coverage for employees of certain of Linde’s international subsidiaries generally is provided by those companies through separate plans. Obligations under such plans are primarily provided for through diversified investment portfolios, with some smaller plans provided for under insurance policies or by book reserves.
Defined Benefit Pension Plans - International
Linde has international, defined benefit commitments primarily in Germany and the United Kingdom (U.K.). The defined benefit commitments in Germany relate to old age pensions, invalidity pensions and surviving dependents pensions. These commitments also take into account vested rights for periods of service prior to January 1, 2002 based on earlier final-salary pension plan rules. In addition, there are direct commitments in respect of the salary conversion scheme for the form of cash balance plans. The resulting pension payments are calculated on the basis of an interest guarantee and the performance of the corresponding investment. There are no minimum funding requirements. The pension obligations in Germany are partly funded by a Contractual Trust Agreement (CTA). Defined benefit commitments in the U.K. prior to July 1, 2003 are earnings-related and dependent on the period of service. Such commitments relate to old age pensions,
invalidity pensions and surviving dependents pensions. Beginning in April 1, 2011, the amount of future increases in inflation-linked pensions and of increases in pensionable emoluments was restricted.
Multi-employer Pension Plans
In the United States Linde participates in six multi-employer defined benefit pension plans ("MEPs"), pursuant to the terms of collective bargaining agreements, covering approximately 200 union-represented employees. The collective bargaining agreements expire on different dates through 2021. In connection with such agreements, the company is required to make periodic contributions to the MEPs in accordance with the terms of the respective collective bargaining agreements. Linde’s participation in these plans is not material either at the plan level or in the aggregate. Linde’s contributions to these plans were $2 million in 2018, 2017, and 2016 (these costs are not included in the tables that follow). For all MEPs, Linde’s contributions were significantly less than 1% of the total contributions to each plan for 2017 and 2016. Total 2018 contributions were not yet available from the MEPs.
Linde has obtained the most recently available Pension Protection Act ("PPA") annual funding notices from the Trustees of the MEPs. The PPA classifies MEPs as either Red, Yellow or Green zone plans. Among other factors, plans in the Red zone are generally less than 65 percent funded with a projected insolvency date within the next twenty years; plans in the Yellow zone are generally 65 to 80 percent funded; and plans in the Green zone are generally at least 80 percent funded. According to the most current data available, three of the MEPs that the company participates in are in a Red zone status and three are in a Green zone status. As of December 31, 2018, the three Red Zone plans have pending or have implemented financial improvement or rehabilitation plans. Linde does not currently anticipate significant future obligations due to the funding status of these plans. If Linde determined it was probable that it would withdraw from an MEP, the company would record a liability for its portion of the MEP’s unfunded pension obligations, as calculated at that time. Historically, such withdrawal payments have not been significant.
Defined Contribution Plans
Linde’s U.S. business employees are eligible to participate in the Linde defined contribution savings plan. Employees may contribute up to 40% of their compensation, subject to the maximum allowable by IRS regulations. For the U.S. packaged gases business, company contributions to this plan are calculated as a percentage of salary based on age plus service. U.S. employees other than those in the packaged gases business have company contributions to this plan calculated on a graduated scale based on employee contributions to the plan. The cost for these defined contribution plans was $33 million in 2018, $29 million in 2017 and $28 million in 2016 (these costs are not included in the tables that follow).
The defined contribution plans include a non-leveraged employee stock ownership plan ("ESOP") which covers all employees participating in this plan. The collective number of shares of Linde ordinary shares in the ESOP totaled 2,381,714 at December 31, 2018.
Certain international subsidiaries of the company also sponsor defined contribution plans where contributions are determined under various formulas. The expense for these plans was $32 million in 2018, $21 million in 2017 and $18 million in 2016 (these expenses are not included in the tables that follow).
Postretirement Benefits Other Than Pensions (OPEB)
Linde provides health care and life insurance benefits to certain eligible retired employees. These benefits are provided through various insurance companies and healthcare providers. Linde is also obligated to make payments for a portion of postretirement benefits related to retirees of Linde’s former parent. Additionally, as part of the CBI acquisition in 1996, Linde assumed responsibility for healthcare and life insurance benefit obligations for CBI’s retired employees. All postretirement healthcare programs have cost caps that limit the company’s exposure to future cost increases. In addition, as part of the retirement elections made for July 1, 2002, eligible employees were given the choice of maintaining coverage in the current retiree medical design (as may be amended from time to time), or to move to a design whereby coverage would be provided, but with no Linde subsidy whatsoever. Also, all new employees hired after April 30, 2002 into a business adopting these plans will not receive a company subsidy. Linde does not currently fund its postretirement benefits obligations. Linde’s retiree plans may be changed or terminated by Linde at any time for any reason with no liability to current or future retirees.
Linde uses a measurement date of December 31 for its pension and other post-retirement benefit plans.
Pension and Postretirement Benefit Costs
The components of net pension and postretirement benefits other than pension ("OPEB") costs for 2018, 2017 and 2016 are shown in the table below (2018 reflects the impact of the Linde AG merger on October 31, 2018 (see Notes 1 and 3) and the divestiture of Praxair's European industrial gases business on December 3, 2018 (see Notes 1 and 4)):
| (Millions of dollars) Year Ended December 31, | Pensions | OPEB | |||||||||||||||||||||
| 2018 | 2017 | 2016 | 2018 | 2017 | 2016 | ||||||||||||||||||
| Amount recognized in Operating Profit | |||||||||||||||||||||||
| Service cost | $ | 74 | $ | 46 | $ | 45 | $ | 2 | $ | 3 | $ | 2 | |||||||||||
| Amount recognized in Net pension and OPEB cost (benefit), excluding service cost | |||||||||||||||||||||||
| Interest cost | 128 | 103 | 100 | 5 | 5 | 6 | |||||||||||||||||
| Expected return on plan assets | (219 | ) | (161 | ) | (157 | ) | — | — | — | ||||||||||||||
| Net amortization and deferral | 71 | 68 | 59 | (3 | ) | (3 | ) | (3 | ) | ||||||||||||||
| Curtailment gain (a) | — | — | — | — | (18 | ) | — | ||||||||||||||||
| Settlement charges (b) | 14 | 2 | 4 | — | — | — | |||||||||||||||||
| $ | (6 | ) | $ | 12 | $ | 6 | $ | 2 | $ | (16 | ) | $ | 3 | ||||||||||
| Amount recognized in Net gain on sale of businesses | |||||||||||||||||||||||
| Settlement gains from divestitures (c) | (44 | ) | — | — | — | — | — | ||||||||||||||||
| Net periodic benefit cost (benefit) | $ | 24 | $ | 58 | $ | 51 | $ | 4 | $ | (13 | ) | $ | 5 |
(a) The curtailment gain recorded during the year ended December 31, 2017 resulted from the termination of an OPEB plan in South America in the first quarter.
(b) 2018 includes the impacts of a $4 million charge and a $10 million charge recorded in the third and fourth quarters, respectively. In the third quarter, a series of lump sum benefit payments made from the U.S. supplemental pension plan triggered a settlement of the related pension obligation. In the fourth quarter, a change in control provision triggered the settlement of a U.S. non-qualified plan. 2017 includes the impact of a $2 million charge related to a series of lump sum benefit payments for employees under an international pension plan. 2016 includes a charge of $4 million related primarily to the retirement of senior managers in the United States (see Note 2).
(c) In connection with Praxair merger-related divestitures, primarily the European industrial gases business, certain European pension plan obligations were settled. This resulted in the recognition of associated pension benefit obligations and deferred losses in accumulated other comprehensive income (loss) within operating profit in the "Net gain on sale of businesses" line item.
Funded Status
The changes in benefit obligation and plan assets for Linde’s pension and OPEB programs, including reconciliation of the funded status of the plans to amounts recorded in the consolidated balance sheet, as of December 31, 2018 and 2017 are shown below (2018 reflects the impact of the Linde AG merger on October 31, 2018 (see Notes 1 and 3) and the divestiture of Praxair's European industrial gases business on December 3, 2018 (see Notes 1 and 4)):
| (Millions of dollars) Year Ended December 31, | Pensions | ||||||||||||||||||||||
| 2018 | 2017 | OPEB | |||||||||||||||||||||
| U.S. | International | U.S. | International | 2018 | 2017 | ||||||||||||||||||
| Change in Benefit Obligation ("PBO") | |||||||||||||||||||||||
| Benefit obligation, January 1 | $ | 2,215 | $ | 725 | $ | 2,066 | $ | 666 | $ | 146 | $ | 156 | |||||||||||
| Merger impact (a) | 415 | 6,920 | — | — | 53 | — | |||||||||||||||||
| Service cost | 42 | 32 | 32 | 14 | 2 | 3 | |||||||||||||||||
| Interest cost | 74 | 54 | 70 | 33 | 5 | 5 | |||||||||||||||||
| Divestitures (b) | — | (106 | ) | — | — | — | — | ||||||||||||||||
| Participant contributions | — | 4 | — | — | 9 | 6 | |||||||||||||||||
| Plan amendment | — | 1 | — | — | — | — | |||||||||||||||||
| Actuarial loss (gain) | (100 | ) | 7 | 153 | 8 | (11 | ) | (6 | ) | ||||||||||||||
| Benefits paid | (138 | ) | (84 | ) | (106 | ) | (43 | ) | (19 | ) | (13 | ) | |||||||||||
| Plan curtailment | — | — | — | — | — | (6 | ) | ||||||||||||||||
| Foreign currency translation and other changes | — | (20 | ) | — | 47 | (1 | ) | 1 | |||||||||||||||
| Benefit obligation, December 31 | $ | 2,508 | $ | 7,533 | $ | 2,215 | $ | 725 | $ | 184 | $ | 146 | |||||||||||
| Accumulated benefit obligation ("ABO") | $ | 2,428 | $ | 7,385 | $ | 2,113 | $ | 691 | |||||||||||||||
| Change in Plan Assets | |||||||||||||||||||||||
| Fair value of plan assets, January 1 | $ | 1,655 | $ | 567 | $ | 1,507 | $ | 507 | $ | — | $ | — | |||||||||||
| Merger impact (a) | 475 | 5,880 | — | — | — | — | |||||||||||||||||
| Actual return on plan assets | (72 | ) | (88 | ) | 243 | 44 | — | — | |||||||||||||||
| Company contributions | — | 75 | 4 | 15 | — | — | |||||||||||||||||
| Benefits paid from plan assets | (106 | ) | (69 | ) | (99 | ) | (32 | ) | — | — | |||||||||||||
| Divestitures (b) | — | (49 | ) | — | — | — | — | ||||||||||||||||
| Foreign currency translation and other changes | — | (24 | ) | — | 33 | — | — | ||||||||||||||||
| Fair value of plan assets, December 31 | $ | 1,952 | $ | 6,292 | $ | 1,655 | $ | 567 | $ | — | $ | — | |||||||||||
| Funded Status, End of Year | $ | (556 | ) | $ | (1,241 | ) | $ | (560 | ) | $ | (158 | ) | $ | (184 | ) | $ | (146 | ) | |||||
| Recorded in the Balance Sheet (Note 9) | |||||||||||||||||||||||
| Other long-term assets | $ | 47 | $ | 93 | $ | — | $ | 17 | $ | — | $ | — | |||||||||||
| Other current liabilities | (94 | ) | (10 | ) | (13 | ) | (7 | ) | (13 | ) | (10 | ) | |||||||||||
| Other long-term liabilities | (509 | ) | (1,324 | ) | (547 | ) | (168 | ) | (171 | ) | (136 | ) | |||||||||||
| Net amount recognized, December 31 | $ | (556 | ) | $ | (1,241 | ) | $ | (560 | ) | $ | (158 | ) | $ | (184 | ) | $ | (146 | ) | |||||
| Amounts recognized in accumulated other comprehensive income (loss) consist of: | |||||||||||||||||||||||
| Net actuarial loss (gain) | $ | 834 | $ | 339 | $ | 807 | $ | 192 | $ | (23 | ) | $ | (15 | ) | |||||||||
| Prior service cost (credit) | — | 10 | — | 11 | (5 | ) | (6 | ) | |||||||||||||||
| Deferred tax benefit (Note 7) | (212 | ) | (87 | ) | (309 | ) | (47 | ) | 7 | 9 | |||||||||||||
| Amount recognized in accumulated other comprehensive income (loss) (Note 9) | $ | 622 | $ | 262 | $ | 498 | $ | 156 | $ | (21 | ) | $ | (12 | ) |
(a) Represents Linde AG plan assets and benefit obligations assumed as part of the merger. Such plan assets and benefit obligations were remeasured as of the merger date and all subsequent activity through December 31, 2018 is presented within the respective captions above.
Funded status information as of December 31, 2018 for select international pension plans is presented in the table below as the benefit obligations of these plans are considered to be significant relative to the total benefit obligation:
| 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 | ) |
(b) Represents plan assets and benefit obligations associated with the divestiture of the majority of the Praxair industrial gases business in Europe.
The changes in plan assets and benefit obligations recognized in other comprehensive income in 2018 and 2017 are as follows:
| Pensions | OPEB | ||||||||||||||
| (Millions of dollars) | 2018 | 2017 | 2018 | 2017 | |||||||||||
| Current year net actuarial losses (gains)* | $ | 286 | $ | 34 | $ | (11 | ) | $ | (6 | ) | |||||
| Amortization of net actuarial gains (losses) | (70 | ) | (67 | ) | 2 | 1 | |||||||||
| Divestitures | (12 | ) | — | — | — | ||||||||||
| Amortization of prior service credits (costs) | (1 | ) | (1 | ) | 1 | 2 | |||||||||
| Pension settlements (Note 5) | (14 | ) | (2 | ) | — | — | |||||||||
| Curtailments | — | — | — | 12 | |||||||||||
| Foreign currency translation and other changes | (16 | ) | 13 | 1 | (2 | ) | |||||||||
| Total recognized in other comprehensive income | $ | 173 | $ | (23 | ) | $ | (7 | ) | $ | 7 |
| * | Pension net actuarial losses in 2018 are primarily driven by a lower actual return on plan assets, which more than offset the benefit derived from favorable liability experience. Pension net actuarial losses in 2017 are driven by lower U.S. discount rates, which more than offset favorable plan asset experience. OPEB net actuarial gains in 2018 relate to the benefits from higher U.S. discount rates and favorable actual participant experience and net actuarial gains in 2017 relate primarily to favorable liability experience. |
The amounts in accumulated other comprehensive income (loss) that are expected to be recognized as components of net periodic benefit cost during 2019 are as follows:
| (Millions of dollars) | Pension | OPEB | |||||
| Net actuarial loss (gain) | $ | 54 | $ | (3 | ) | ||
| Prior service cost (credit) | 2 | (1 | ) | ||||
| $ | 56 | $ | (4 | ) |
The following table provides information for pension plans where the accumulated benefit obligation exceeds the fair value of the plan assets:
| (Millions of dollars) Year Ended December 31, | Pensions | ||||||||||||||
| 2018 | 2017 | ||||||||||||||
| U.S. | International | U.S. | International | ||||||||||||
| Projected benefit obligation ("PBO") | $ | 2,139 | $ | 6,681 | $ | 2,215 | $ | 391 | |||||||
| Accumulated benefit obligation ("ABO") | $ | 2,060 | $ | 6,586 | $ | 2,113 | $ | 383 | |||||||
| Fair value of plan assets | $ | 1,482 | $ | 5,307 | $ | 1,655 | $ | 215 |
Assumptions
The assumptions used to determine benefit obligations are as of the respective balance sheet dates and the assumptions used to determine net benefit cost are as of the previous year-end, as shown below:
| Pensions | |||||||||||||||||
| U.S. | International | OPEB | |||||||||||||||
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | ||||||||||||
| Weighted average assumptions used to determine benefit obligations at December 31, | |||||||||||||||||
| Discount rate | 4.20 | % | 3.61 | % | 2.72 | % | 4.46 | % | 4.16 | % | 3.58 | % | |||||
| Rate of increase in compensation levels | 3.25 | % | 3.25 | % | 2.38 | % | 3.35 | % | N/A | N/A | |||||||
| Weighted average assumptions used to determine net periodic benefit cost for years ended December 31, | |||||||||||||||||
| Discount rate | 3.73 | % | 4.05 | % | 2.73 | % | 5.09 | % | 3.81 | % | 4.21 | % | |||||
| Rate of increase in compensation levels | 3.25 | % | 3.25 | % | 2.45 | % | 3.73 | % | N/A | N/A | |||||||
| Expected long-term rate of return on plan assets (1) | 7.62 | % | 8.00 | % | 5.13 | % | 7.91 | % | 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 7.62% was derived based on the target asset allocation of 40%-60% equity securities (approximately 9.5% expected return), 30%-50% fixed income securities (approximately 5.5% expected return) and 5%-15% alternative investments (approximately 7% 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 10% expected return), 30%-50% fixed income securities (approximately 7.5% expected return), and 30%-40% alternative investments (approximately 7.5% expected return). For the U.S. plan assets, the actual annualized total return for the most recent 10-year period ended December 31, 2018 was approximately 8.44%. For the international plan assets, the actual annualized total return for the same period was approximately 6.26%. 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 2019, the expected long-term rate of return on plan assets will be 7.50% for the U.S. plans. Expected weighted average returns for international plans will vary. |
| OPEB | |||||
| Assumed healthcare cost trend rates | 2018 | 2017 | |||
| Praxair, Inc. | |||||
| Healthcare cost trend assumed | 6.25 | % | 6.50 | % | |
| 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 | 2023 | 2023 | |||
| Linde AG | |||||
| Healthcare cost trend assumed | 5.49 | % | |||
| Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) | 4.50 | % | |||
| Year that the rate reaches the ultimate trend rate | 2038 |
These healthcare cost trend rate assumptions have an impact on the amounts reported. However, cost caps limit the impact on the net OPEB benefit cost in the U.S. To illustrate the effect, a one-percentage point change in assumed
healthcare cost trend rates would have the following effects:
| 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 | ) |
Pension Plan Assets
The investments of the U.S. pension plan are managed to meet the future expected benefit liabilities of the plan over the long term by investing in diversified portfolios consistent with prudent diversification and historical and expected capital market returns. When Linde became an independent, publicly traded company in 1992, its former parent retained all liabilities for its term-vested and retired employees. Linde’s plan received assets and retained pension liabilities for its own active employee base. Therefore, the liabilities under the Linde U.S. pension plan mature at a later date compared to pension funds of other similar companies. Investment strategies are reviewed by management and investment performance is tracked against appropriate benchmarks. There are no concentrations of risk as it relates to the assets within the plans.
The international pension plans are managed individually based on diversified investment portfolios, with different target asset allocations that vary for each plan. Linde’s U.S. and international pension plans’ weighted-average asset allocations at December 31, 2018 and 2017, and the target asset allocation range for 2018, by major asset category, are as follows:
| U.S. | International | ||||||||||||||||||
| Asset Category | Target 2018 ** | Target 2017 | 2018 | 2017 | Target 2018 ** | Target 2017 | 2018 | 2017 | |||||||||||
| Equity securities | 40%-60% | 50%-70% | 48 | % | 61 | % | 15%-25% | 30%-50% | 20 | % | 38 | % | |||||||
| Fixed income securities | 30%-50% | 20%-40% | 40 | % | 30 | % | 30%-50% | 40%-60% | 46 | % | 53 | % | |||||||
| Other | 5%-15% | 2%-10% | 13 | % | 9 | % | 30%-40% | 0%-10% | 34 | % | 9 | % |
** Target asset allocations provided above for fiscal year 2018 are calculated based on weighting the individual Praxair and Linde AG pension plan target allocations by their respective portions of the total asset portfolio.
The following table summarizes pension assets measured at fair value by asset category at December 31, 2018 and 2017. During the years presented, there has been no transfer of assets between Levels 1, 2 and 3 (see Note 13 for definition of the levels):
| Fair Value Measurements Using | |||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 ** | Total | ||||||||||||||||||||||||||||
| (Millions of dollars) | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 348 | $ | 7 | $ | — | $ | — | $ | — | $ | — | $ | 348 | $ | 7 | |||||||||||||||
| Equity securities: | |||||||||||||||||||||||||||||||
| Global equities | 1,131 | 302 | — | — | — | — | 1,131 | 302 | |||||||||||||||||||||||
| Mutual funds | 74 | — | 43 | — | — | — | 117 | — | |||||||||||||||||||||||
| Fixed income securities: | |||||||||||||||||||||||||||||||
| Government bonds | — | — | 1,772 | 246 | — | — | 1,772 | 246 | |||||||||||||||||||||||
| Emerging market debt | — | — | 522 | — | — | — | 522 | — | |||||||||||||||||||||||
| Mutual funds | 109 | 118 | 21 | — | — | — | 130 | 118 | |||||||||||||||||||||||
| Corporate bonds | — | — | 382 | 181 | — | — | 382 | 181 | |||||||||||||||||||||||
| Bank loans | — | — | 313 | — | — | — | 313 | — | |||||||||||||||||||||||
| Alternative investments: | |||||||||||||||||||||||||||||||
| Insurance contracts | — | — | — | — | — | 50 | — | 50 | |||||||||||||||||||||||
| Real estate funds | — | — | — | — | 298 | 158 | 298 | 158 | |||||||||||||||||||||||
| Private debt | — | — | — | — | 671 | — | 671 | — | |||||||||||||||||||||||
| Other investments | — | — | 33 | — | — | — | 33 | — | |||||||||||||||||||||||
| Liquid alternative | — | — | 1,192 | — | — | — | 1,192 | — | |||||||||||||||||||||||
| Total plan assets at fair value, December 31, | $ | 1,662 | $ | 427 | $ | 4,278 | $ | 427 | $ | 969 | $ | 208 | $ | 6,909 | $ | 1,062 | |||||||||||||||
| Pooled funds * | 1,335 | 1,160 | |||||||||||||||||||||||||||||
| Total fair value plan assets December 31, | $ | 8,244 | $ | 2,222 |
- Pooled funds are measured using the net asset value ("NAV") as a practical expedient for fair value as permissible under the accounting standard for fair value measurements and have not been categorized in the fair value hierarchy.
** The following table summarizes changes in fair value of the pension plan assets classified as level 3 for the periods ended December 31, 2018 and 2017:
| (Millions of dollars) | Insurance Contracts | Real Estate Funds | Private Debt | Total | |||||||||||
| Balance, December 31, 2016 | $ | 45 | $ | 135 | $ | — | $ | 180 | |||||||
| Gain/(Loss) for the period | (1 | ) | 12 | — | 11 | ||||||||||
| Acquisitions | — | 11 | — | 11 | |||||||||||
| Foreign currency translation | 6 | — | — | 6 | |||||||||||
| Balance, December 31, 2017 | 50 | 158 | — | 208 | |||||||||||
| Assumed in Linde AG merger | — | 148 | 667 | 815 | |||||||||||
| Gain/(Loss) for the period | — | 9 | 4 | 13 | |||||||||||
| Acquisitions | — | — | — | — | |||||||||||
| Merger-related divestitures | (49 | ) | — | — | (49 | ) | |||||||||
| Other divestitures | — | (17 | ) | — | (17 | ) | |||||||||
| Foreign currency translation | (1 | ) | — | — | (1 | ) | |||||||||
| Balance, December 31, 2018 | $ | — | $ | 298 | $ | 671 | $ | 969 |
The descriptions and fair value methodologies for the U.S. and international pension plan assets are as follows:
Cash and Cash Equivalents – This category includes cash and short-term interest bearing investments with maturities of three months or less. Investments are valued at cost plus accrued interest. Cash and cash equivalents are classified within level 1 of the valuation hierarchy.
Equity Securities – This category is comprised of shares of common stock in U.S. and international companies from a diverse set of industries and size. Common stock is valued at the closing market price reported on a U.S. or international exchange where the security is actively traded. Equity securities are classified within level 1 of the valuation hierarchy.
Mutual Funds – These categories consist of publicly and privately managed funds that invest primarily in marketable equity and fixed income securities. The fair value of these investments is determined by reference to the net asset value of the underlying securities of the fund. Shares of publicly traded mutual funds are valued at the net asset value quoted on the exchange where the fund is traded and are primarily classified as level 1 within the valuation hierarchy.
U.S. and International Government Bonds – This category includes U.S. treasuries, U.S. federal agency obligations and international government debt. The majority of these investments do not have quoted market prices available for a specific government security and so the fair value is determined using quoted prices of similar securities in active markets and is classified as level 2 within the valuation hierarchy.
Corporate Bonds – This category is comprised of corporate bonds of U.S. and international companies from a diverse set of industries and size. The fair values for U.S. and international corporate bonds are determined using quoted prices of similar securities in active markets and observable data or broker or dealer quotations. The fair values for these investments are classified as level 2 within the valuation hierarchy.
Pooled Funds - Pooled fund NAVs are provided by the trustee and are determined by reference to the fair value of the underlying securities of the trust, less its liabilities, which are valued primarily through the use of directly or indirectly observable inputs. Depending on the pooled fund, underlying securities may include marketable equity securities or fixed income securities.
Bank Loans - This category is comprised of traded syndicated loans of larger corporate borrowers. Such loans are issued by sub-investment grade rated companies both in the U.S. and internationally and are syndicated by investment banks to institutional investors. They are regularly traded in an active dealer market comprised of large investment banks, which supply bid and offer quotes and are therefore classified within level 2 of the valuation hierarchy.
Liquid Alternative Investments - This category is comprised of investments in alternative mutual funds whose holdings include liquid securities, cash, and derivatives. Such funds focus on diversification and employ a variety of investing strategies including long/short equity, multi-strategy, and global macro. The fair value of these investments is determined by reference to the net asset value of the underlying holdings of the fund, which can be determined using observable data (e.g., indices, yield curves, quoted prices of similar securities), and is classified within level 2 of the valuation hierarchy.
Insurance Contracts – The fair value of insurance contracts is determined based on the cash surrender value of the insurance contract, which is determined based on such factors as the fair value of the underlying assets and discounted cash flows. These contracts are with highly rated insurance companies. Insurance contracts are classified within level 3 of the valuation hierarchy.
Real Estate Funds – This category includes real estate properties, partnership equities and investments in operating companies. The fair value of the assets is determined using discounted cash flows by estimating an income stream for the property plus a reversion into a present value at a risk adjusted rate. Yield rates and growth assumptions utilized are derived from market transactions as well as other financial and industry data. The fair value for these investments are classified within level 3 of the valuation hierarchy.
Private Debt - This category includes non-traded, privately-arranged loans between one or a small group of private debt investment managers and corporate borrowers, which are typically too small to access the syndicated market and have no credit rating. This category also includes similar loans to real estate companies or individual properties. Loans included in this category are valued at par value, are held to maturity or to call, and are classified within level 3 of the valuation hierarchy.
Contributions
At a minimum, Linde contributes to its pension plans to comply with local regulatory requirements (e.g., ERISA in the United States). Discretionary contributions in excess of the local minimum requirements are made based on many factors, including long-term projections of the plans' funded status, the economic environment, potential risk of overfunding, pension insurance costs and alternative uses of the cash. Changes to these factors can impact the timing of discretionary contributions from year to year. Pension contributions were $87 million in 2018, $19 million in 2017 and $11
million in 2016. Estimated required contributions for 2019 are currently expected to be in the range of $95 million to $160 million.
Estimated Future Benefit Payments
The following table presents estimated future benefit payments, net of participants contributions:
| (Millions of dollars) | Pensions | ||||||||||
| Year Ended December 31, | U.S. | International | OPEB | ||||||||
| 2019 (a) | $ | 353 | $ | 322 | $ | 14 | |||||
| 2020 | 150 | 333 | 15 | ||||||||
| 2021 | 146 | 344 | 15 | ||||||||
| 2022 | 168 | 352 | 15 | ||||||||
| 2023 | 149 | 364 | 14 | ||||||||
| 2024-2028 | 767 | 1,018 | 59 |
(a) In January 2019, benefits of $91 million were paid related to the settlement of a U.S. non-qualified plan that was triggered due to a change in control provision. This resulted in a $51 million charge.
NOTE 19. COMMITMENTS AND CONTINGENCIES
The company accrues non income-tax liabilities for contingencies when management believes that a loss is probable and the amounts can be reasonably estimated, while contingent gains are recognized only when realized. In the event any losses are sustained in excess of accruals, they will be charged against income at that time. Attorney fees are recorded as incurred. Commitments represent obligations, such as those for future purchases of goods or services, that are not yet recorded on the company’s balance sheet as liabilities. The company records liabilities for commitments when incurred (i.e., when the goods or services are received).
Contingent Liabilities
Linde is subject to various lawsuits and government investigations that arise from time to time in the ordinary course of business. These actions are based upon alleged environmental, tax, antitrust and personal injury claims, among others. Linde has strong defenses in these cases and intends to defend itself vigorously. It is possible that the company may incur losses in connection with some of these actions in excess of accrued liabilities. Management does not anticipate that in the aggregate such losses would have a material adverse effect on the company’s consolidated financial position or liquidity; however, it is possible that the final outcomes could have a significant impact on the company’s reported results of operations in any given period.
Significant matters are:
| • | 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, Praxair 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, Praxair 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, 2018 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 $205 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 on all five companies. Originally, CADE imposed a civil fine of R$2.2 billion Brazilian reais (US$568 million) against White Martins, the Brazil-based subsidiary of Praxair. In response to a motion for clarification, the fine was reduced to R$1.7 billion Brazilian reais (US$439 million) due to a calculation error made by CADE. The amount of the fine is subject to indexation using SELIC. On September 2, 2010, Praxair issued a press release and filed a report on Form 8-K rejecting all claims and stating that the fine represents a gross and arbitrary disregard of Brazilian law. |
On October 19, 2010, White Martins filed an annulment petition (“appeal”) with the Federal Court in Brasilia seeking to have the fine against White Martins entirely overturned. In order to suspend payment of the fine pending the completion of the appeal process, Brazilian law required that the company tender a form of guarantee in the amount of the fine as security. Initially, 50% of the guarantee was satisfied by letters of credit with a financial institution and 50% by equity of a Brazilian subsidiary. On April 15, 2016, the Ninth Federal Court in Brasilia allowed White Martins to withdraw and cancel the letters of credit. Accordingly, the guarantee is currently satisfied solely by equity of a Brazilian subsidiary.
On September 14, 2015, the Ninth Federal Court of Brasilia overturned the fine against White Martins and declared the original CADE administrative proceeding to be null and void. On June 30, 2016, CADE filed an appeal against this decision with the Federal Circuit Court in Brasilia.
Praxair strongly believes that the allegations are without merit and that the fine will be entirely overturned during the appeal process. The company further believes that it has strong defenses and will vigorously defend against the allegations and related fine up to such levels of the Federal Courts in Brazil as may be necessary. Because appeals in Brazil historically take many years to resolve, it is very difficult to estimate when the appeal will be finally decided. Based on management judgments, after considering judgments and opinions of outside counsel, no reserve has been recorded for this proceeding as management does not believe that a loss is probable.
| • | As stated above, in 2010, the Brazilian competition authority CADE imposed fines on a number of gases companies, including Linde AG’s Brazilian subsidiary, on the grounds of alleged anti-competitive business conduct. CADE imposed a fine of approximately R$188 million Brazilian reais (US $49 million) on Linde AG’s Brazilian subsidiary. Based on the fact that the fine has been overturned by a federal court in the first instance and on a subsequent appeal by CADE, Linde believes that this decision will not stand up to judicial review in the third instance either, and deems the possibility of cash outflows to be extremely unlikely. As a result, no reserve has been recorded for this proceeding as management does not believe that a loss is probable. |
Commitments
At December 31, 2018, Linde had undrawn outstanding letters of credit, bank guarantees and surety bonds valued at approximately $2,961 million from financial institutions. These relate primarily to customer contract performance guarantees (including plant construction in connection with certain on-site contracts), self-insurance claims and other commercial and governmental requirements, including foreign litigation matters.
Other commitments related to leases, tax liabilities for uncertain tax positions, long-term debt, other post retirement and pension obligations are summarized elsewhere in the financial statements (see Notes 6, 7, 13, and 18).
NOTE 20. SEGMENT INFORMATION
Effective October 31, 2018, Praxair and Linde AG completed the previously announced merger of equals transaction pursuant to the business combination agreement, resulting in a newly formed corporation named Linde plc. See Notes 1,3 and 4 for additional information on the merger. Although it is the company’s intention to create new operating segments that will be used by management to allocate company resources and assess performance, due to the hold separate order with the U.S. Federal Trade Commission (see Note 1) it was not possible to implement this new management organization structure in calendar 2018. Therefore, the company has added Linde AG as a separate segment for 2018 reporting purposes effective with the merger date, which is consistent with the way the company was managed and results reviewed by the Chief Operating Decision Maker. As the restrictions under the hold separate order was lifted effective March 1, 2019, the company implemented a new operating segment structure effective for 2019 reporting periods, as follows: Americas; EMEA (Europe/Middle East/Africa); APAC (Asia/Pacific), Engineering and Other.
Accordingly, during 2018 the company’s operations were organized into five reportable segments, four of which have been determined on a geographic basis of segmentation: North America, Europe, South America and Asia. The company’s worldwide surface technologies business represents the fifth reportable segment. As discussed above, Linde AG became a sixth reportable segment effective with the merger on October 31, 2018.
Linde’s operations consist of two major product lines: industrial gases and surface technologies. The industrial gases product line centers on the manufacturing and distribution of atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases (carbon dioxide, helium, hydrogen, electronic gases, specialty gases, acetylene). Many of these products are co-products of the same manufacturing process. Linde manufactures and distributes nearly all of its products and manages its customer relationships on a regional basis. Linde’s industrial gases are distributed to various end-markets within a regional segment through one of three basic distribution methods: on-site or tonnage; merchant or bulk; and packaged or cylinder gases. The distribution methods are generally integrated in order to best meet the customer’s needs and very few of its products can be economically transported outside of a region. Therefore, the distribution economics are specific to the various geographies in which the company operates and are consistent with how management assesses performance.
Linde evaluates the performance of its reportable segments based primarily on operating profit, excluding purchase accounting impacts of Linde AG, inter-company royalties and items not indicative of ongoing business trends. Corporate and globally managed expenses, and research and development costs relating to Praxair’s global industrial gases business, are allocated to operating segments based on sales.
The table below presents information about reportable segments for the years ended December 31, 2018, 2017 and 2016.
| (Millions of dollars) | 2018 | 2017 | 2016 | ||||||||
| Sales (a) | |||||||||||
| North America | $ | 6,420 | $ | 6,023 | $ | 5,592 | |||||
| Europe | 1,592 | 1,558 | 1,392 | ||||||||
| South America | 1,369 | 1,501 | 1,399 | ||||||||
| Asia | 1,964 | 1,738 | 1,555 | ||||||||
| Surface Technologies | 682 | 617 | 596 | ||||||||
| Linde AG | 2,873 | $ | — | $ | — | ||||||
| $ | 14,900 | $ | 11,437 | $ | 10,534 |
| 2018 | 2017 | 2016 | |||||||||
| Operating Profit | |||||||||||
| North America | $ | 1,648 | $ | 1,517 | $ | 1,431 | |||||
| Europe | 316 | 301 | 274 | ||||||||
| South America | 215 | 239 | 263 | ||||||||
| Asia | 427 | 333 | 276 | ||||||||
| Surface Technologies | 118 | 106 | 99 | ||||||||
| Linde AG | 252 | — | — | ||||||||
| Segment operating profit | 2,976 | 2,496 | 2,343 | ||||||||
| Transaction costs and other charges | (309 | ) | (52 | ) | (96 | ) | |||||
| Net gain on sale of business | 3,294 | — | — | ||||||||
| Purchase accounting impacts - Linde AG | (714 | ) | — | — | |||||||
| Total operating profit | $ | 5,247 | $ | 2,444 | $ | 2,247 |
| 2018 | 2017 | 2016 | |||||||||
| Total Assets (b) | |||||||||||
| North America | $ | 11,643 | $ | 10,419 | $ | 10,019 | |||||
| Europe | 769 | 3,282 | 2,928 | ||||||||
| South America | 2,675 | 2,738 | 2,748 | ||||||||
| Asia | 3,518 | 3,252 | 2,984 | ||||||||
| Surface Technologies | 940 | 745 | 653 | ||||||||
| Linde AG | 73,841 | — | — | ||||||||
| $ | 93,386 | $ | 20,436 | $ | 19,332 |
| 2018 | 2017 | 2016 | |||||||||
| Depreciation and Amortization | |||||||||||
| North America | $ | 660 | $ | 631 | $ | 614 | |||||
| Europe | 146 | 169 | 155 | ||||||||
| South America | 148 | 159 | 133 | ||||||||
| Asia | 204 | 185 | 179 | ||||||||
| Surface Technologies | 44 | 40 | 41 | ||||||||
| Linde AG | 282 | — | — | ||||||||
| Segment depreciation and amortization | 1,484 | 1,184 | 1,122 | ||||||||
| Purchase accounting impacts - Linde AG | 346 | — | — | ||||||||
| Total depreciation and amortization | $ | 1,830 | $ | 1,184 | $ | 1,122 |
| 2018 | 2017 | 2016 | |||||||||
| Capital Expenditures and Acquisitions | |||||||||||
| North America | $ | 916 | $ | 779 | $ | 989 | |||||
| Europe | 157 | 141 | 402 | ||||||||
| South America | 97 | 129 | 232 | ||||||||
| Asia | 248 | 209 | 165 | ||||||||
| Surface Technologies | 93 | 86 | 40 | ||||||||
| Linde AG | 397 | — | — | ||||||||
| $ | 1,908 | $ | 1,344 | $ | 1,828 |
| 2018 | 2017 | 2016 | |||||||||
| Sales by Product Group | |||||||||||
| Atmospheric gases and related | $ | 8,375 | $ | 7,938 | $ | 7,329 | |||||
| Process gases and other | 2,970 | 2,882 | 2,609 | ||||||||
| Surface technologies | 682 | 617 | 596 | ||||||||
| Linde AG | 2,873 | — | — | ||||||||
| $ | 14,900 | $ | 11,437 | $ | 10,534 |
| 2018 | 2017 | 2016 | |||||||||
| Sales by Major Country | |||||||||||
| United States | $ | 5,942 | $ | 4,973 | $ | 4,623 | |||||
| Europe, excluding Germany | 2,435 | 1,372 | 1,240 | ||||||||
| Brazil | 1,067 | 1,179 | 1,091 | ||||||||
| China | 1,032 | 735 | 613 | ||||||||
| Germany | 868 | 401 | 373 | ||||||||
| Other – foreign | 3,556 | 2,777 | 2,594 | ||||||||
| $ | 14,900 | $ | 11,437 | $ | 10,534 |
| 2018 | 2017 | 2016 | |||||||||
| Long-lived Assets by Major Country (c) | |||||||||||
| United States | $ | 7,189 | $ | 4,979 | $ | 4,779 | |||||
| Europe, excluding Germany | 7,754 | 1,318 | 1,170 | ||||||||
| Germany | 2,411 | 413 | 379 | ||||||||
| China | 2,237 | 1,060 | 975 | ||||||||
| Brazil | 1,012 | 1,204 | 1,240 | ||||||||
| Other – foreign | 9,114 | 2,851 | 2,706 | ||||||||
| Total long-lived assets | $ | 29,717 | $ | 11,825 | $ | 11,249 |
| (a) | Sales reflect external sales only and include two months of Linde AG sales from the merger date of October 31, 2018 to year end. Intersegment sales, primarily from North America to other segments, were not material. |
| (b) | Includes equity investments as of December 31, as follows: |
| (Millions of dollars) | 2018 | 2017 | 2016 | ||||||||
| North America | $ | 118 | $ | 115 | $ | 121 | |||||
| Europe (i) | 34 | 287 | 243 | ||||||||
| Asia | 306 | 325 | 353 | ||||||||
| Linde AG (ii) | 1,380 | — | — | ||||||||
| $ | 1,838 | $ | 727 | $ | 717 |
(i) The reduction in European equity investments relates primarily to the sale of Praxair's 34% non-controlling interest participation in its Italian joint venture - refer to Note 4, Divestitures, for additional information. Other fluctuations relate to equity investment earnings, dividends, and foreign currency impacts.
(ii) Linde AG equity investments relate primarily to Asia.
| (c) | Long-lived assets include property, plant and equipment – net and reflect the impact of the merger with Linde AG (refer to Note 3). |
NOTE 21. REVENUE RECOGNITION
Effective January 1, 2018, Linde adopted the FASB's Accounting Standards Update No. 2014-09 ("ASC 606") relating to Revenue Recognition using the modified retrospective transition method. The new accounting standard requires revenue to be recognized as control of goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled to receive in exchange for the goods or services. No material differences in revenue recognition were identified as compared to the company's historical revenue recognition accounting; accordingly, there is no adjustment to opening retained earnings at January 1, 2018 and therefore no need to present comparable revenue in accordance with the prior accounting policy. The following sections include Linde's revenue recognition accounting policies and disclosures in accordance with ASC 606.
Contracts with Customers
Approximately 76% of Linde’s consolidated sales are generated from industrial gases and related products in four geographic segments (North America, Europe, South America and Asia), Linde AG represents approximately 19% of 2018 sales and the remaining 5% is related to the global surface technologies segment. Linde serves a diverse group of industries including healthcare, petroleum refining, manufacturing, food, beverage carbonation, fiber-optics, steel making, aerospace, chemicals and water treatment.
Industrial Gases
Within each of the company’s geographic segments for industrial gases, there are three basic distribution methods: (i) on-site or tonnage; (ii) merchant or bulk liquid; and (iii) packaged or cylinder gases. The distribution method used by Linde to supply a customer is determined by many factors, including the customer’s volume requirements and location. The distribution method generally determines the contract terms with the customer and, accordingly, the revenue recognition accounting practices. Linde’s primary products in its industrial gases business are atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases (carbon dioxide, helium, hydrogen, electronic gases, specialty gases, acetylene). These products are generally sold through one of the three distribution methods.
Following is a description of each of the three industrial gases distribution methods and the respective revenue recognition policies:
On-site. Customers that require the largest volumes of product and that have a relatively constant demand pattern are supplied by cryogenic and process gas on-site plants. Linde constructs plants on or adjacent to these customers’ sites and supplies the product directly to customers by pipeline. Where there are large concentrations of customers, a single pipeline may be connected to several plants and customers. On-site product supply contracts generally are total requirement contracts with terms typically ranging from 10-20 years and contain minimum purchase requirements and price escalation provisions. Many of the cryogenic on-site plants also produce liquid products for the merchant market. Therefore, plants are typically not dedicated to a single customer. Additionally, Linde is responsible for the design, construction, operations and maintenance of the plants and customers typically have no involvement in these activities. Advanced air separation processes also allow on-site delivery to customers with smaller volume requirements.
The company’s performance obligations related to on-site customers are satisfied over time as customers receive and obtain control of the product. Linde has elected to apply the practical expedient for measuring progress towards the completion of a performance obligation and recognizes revenue as the company has the right to invoice each customer, which generally corresponds with product delivery. Accordingly, revenue is recognized when product is delivered to the customer and the company has the right to invoice the customer in accordance with the contract terms. Consideration in these contracts is generally based on pricing which fluctuates with various price indices. Variable components of consideration exist within on-site contracts but are considered constrained.
Merchant. Merchant deliveries generally are made from Linde’s plants by tanker trucks to storage containers at the customer's site. Due to the relatively high distribution cost, merchant oxygen and nitrogen generally have a relatively small distribution radius from the plants at which they are produced. Merchant argon, hydrogen and helium can be shipped much longer distances. The customer agreements used in the merchant business are usually three-to seven-year supply agreements based on the requirements of the customer. These contracts generally do not contain minimum purchase requirements or volume commitments.
The company’s performance obligations related to merchant customers are generally satisfied at a point in time as the customers receive and obtain control of the product. Revenue is recognized when product is delivered to the customer and the company has the right to invoice the customer in accordance with the contract terms. Any variable components of consideration within merchant contracts are constrained however this consideration is not significant.
Packaged Gases. Customers requiring small volumes are supplied products in containers called cylinders, under medium to high pressure. Linde distributes merchant gases from its production plants to company-owned cylinder filling plants where
cylinders are then filled for distribution to customers. Cylinders may be delivered to the customer’s site or picked up by the customer at a packaging facility or retail store. Linde invoices the customer for the industrial gases and the use of the cylinder container(s). The company also sells hardgoods and welding equipment purchased from independent manufacturers. Packaged gases are generally sold under one to three-year supply contracts and purchase orders and do not contain minimum purchase requirements or volume commitments.
The company’s performance obligations related to packaged gases are satisfied at a point in time. Accordingly, revenue is recognized when product is delivered to the customer or when the customer picks up product from a packaged gas facility or retail store, and the company has the right to payment from the customer in accordance with the contract terms. Any variable consideration is constrained and will be recognized when the uncertainty related to the consideration is resolved.
Surface Technologies
The company’s surface technologies segment, operated through Praxair Surface Technologies, Inc., supplies wear-resistant and high-temperature corrosion-resistant metallic and ceramic coatings and powders. Praxair Surface Technologies is a leading global supplier of coatings services and thermal spray consumables to customers in the aircraft, energy, printing, primary metals, petrochemical, textile, and other industries. Its coatings are used to provide wear resistance, corrosion protection, thermal insulation, and many other surface-enhancing functions which serve to extend component life, enable optimal performance, and reduce operating costs. It also manufactures a complete line of electric arc, plasma and wire spray, and high-velocity oxy-fuel ("HVOF") equipment.
The company’s performance obligation related to surface technologies customers are generally satisfied at a point in time when the customer receives and takes control of product. Accordingly, revenue is recognized when product is delivered to the customer or when the customer picks up the product from the company’s facility, and the company has the right to invoice the customer in accordance with the contract terms.
Linde Engineering
The company designs and manufactures equipment for air separation and other industrial gas applications manufactured specifically for end customers. Sale of equipment contracts are generally comprised of a single performance obligation. Revenue from sale of equipment is generally recognized over time as Linde has an enforceable right to payment for performance completed to date and performance does not create an asset with alternative use. For contracts recognized over time, revenue is recognized primarily using a cost incurred input method. Costs incurred to date relative to total estimated costs at completion are used to measure progress toward satisfying performance obligations. Costs incurred include material, labor, and overhead costs and represent work contributing and proportionate to the transfer of control to the customer. Contract modifications are typically accounted for as part of the existing contract and are recognized as a cumulative adjustment for the inception-to-date effect of such change.
Contract Assets and Liabilities
Contract assets and liabilities result from differences in timing of revenue recognition and customer invoicing. Contract assets primarily relate to sale of equipment contracts for which revenue is recognized over time. The balance represents unbilled revenue which occurs when revenue recognized under the measure of progress exceeds amounts invoiced to customers. Customer invoices may be based on the passage of time, the achievement of certain contractual milestones or a combination of both criteria.
Contract liabilities include advance payments or right to consideration prior to performance under the contract. Contract liabilities are recognized as revenue as performance obligations are satisfied under contract terms.
Linde has contract assets of $283 million and contract liabilities of $1,546 million at December 31, 2018. Contract assets and liabilities primarily relate to the Linde Engineering business acquired in the merger. The Industrial Gases Businesses and Surface Technologies do not have material contract assets or liabilities.
Payment Terms and Other
Linde generally receives payment after performance obligations are satisfied, and customer prepayments are not typical for the Industrial Gases Businesses and Surface Technologies. Payment terms vary based on the country where sales originate and local customary payment practices. Linde does not offer extended financing outside of customary payment terms. Amounts billed for sales and use taxes, value-added taxes, and certain excise and other specific transactional taxes imposed on revenue producing transactions are presented on a net basis and are not included in sales within the consolidated statement of income. Additionally, sales returns and allowances are not a normal practice in the industry and are not significant.
Disaggregated Revenue Information
The company manages its industrial gases business on a geographic basis, while the surface technologies business is managed on a global basis. Linde AG had been managed as a separate segment due to the restrictions under the hold separate order, which were lifted on March 1, 2019. Further, the company believes that reporting sales by distribution method by reportable geographic segment best illustrates the nature, timing, type of customer, and contract terms for its revenues, including terms and pricing.
The following table shows sales by distribution method for each reportable segment and at the consolidated level for the year ended December 31, 2018.
| (Dollars in Millions) | |||||||||||||||||||||||
| Sales | North America | Europe | South America | Asia | Surface Technologies | Linde AG | Total | % | |||||||||||||||
| Merchant | $ | 2,364 | $ | 548 | $ | 520 | $ | 624 | $ | — | $ | 524 | $ | 4,580 | 31 | % | |||||||
| On-Site | 1,901 | 291 | 454 | 984 | — | 501 | 4,131 | 28 | % | ||||||||||||||
| Packaged Gas | 1,995 | 685 | 361 | 221 | — | 1,257 | 4,519 | 30 | % | ||||||||||||||
| Other | 160 | 68 | 34 | 135 | 682 | 591 | 1,670 | 11 | % | ||||||||||||||
| $ | 6,420 | $ | 1,592 | $ | 1,369 | $ | 1,964 | $ | 682 | $ | 2,873 | $ | 14,900 | 100 | % |
Remaining Performance Obligations
As described above, Linde’s contracts with on-site customers are under long-term supply arrangements which generally require the customer to purchase their requirements from Linde and also have minimum purchase requirements. The company estimates the consideration related to minimum purchase requirements is approximately $45 billion. This amount excludes all sales above minimum purchase requirements, which can be significant depending on customer needs. In the future, actual amounts will be different due to impacts from several factors, many of which are beyond the company’s control including, but not limited to, timing of newly signed, terminated and renewed contracts, inflationary price escalations, currency exchange rates, and pass-through costs related to natural gas and electricity. The actual duration of long-term supply contracts ranges up to twenty years. The company estimates that approximately half of the revenue related to minimum purchase requirements are estimated to be earned in the next five years and the remaining thereafter.
NOTE 22. QUARTERLY DATA (UNAUDITED)
(Dollar amounts in millions, except per share data)
| 2018 | 1Q (a) | 2Q (a) | 3Q (a) | 4Q (a) | YEAR (a) | ||||||||||||||
| Sales | $ | 2,999 | $ | 3,061 | $ | 3,024 | $ | 5,816 | $ | 14,900 | |||||||||
| Cost of sales, exclusive of depreciation and amortization | $ | 1,677 | $ | 1,723 | $ | 1,714 | $ | 3,970 | $ | 9,084 | |||||||||
| 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 |
| 2017 | 1Q (a) | 2Q (a) | 3Q (a) | 4Q (a) | YEAR (a) | ||||||||||||||
| Sales | $ | 2,728 | $ | 2,834 | $ | 2,922 | $ | 2,953 | $ | 11,437 | |||||||||
| Cost of sales, exclusive of depreciation and amortization | $ | 1,549 | $ | 1,599 | $ | 1,652 | $ | 1,661 | $ | 6,461 | |||||||||
| Depreciation and amortization | $ | 287 | $ | 292 | $ | 298 | $ | 307 | $ | 1,184 | |||||||||
| Operating profit | $ | 567 | $ | 606 | $ | 632 | $ | 639 | $ | 2,444 | |||||||||
| Net income – Linde plc | $ | 389 | $ | 406 | $ | 419 | $ | 33 | $ | 1,247 | |||||||||
| Basic Per Share Data | |||||||||||||||||||
| Net income | $ | 1.36 | $ | 1.42 | $ | 1.46 | $ | 0.11 | $ | 4.36 | |||||||||
| Weighted average shares (000’s) | 285,509 | 286,090 | 286,467 | 286,976 | 286,261 | ||||||||||||||
| Diluted Per Share Data | |||||||||||||||||||
| Net income | $ | 1.35 | $ | 1.41 | $ | 1.45 | $ | 0.11 | $ | 4.32 | |||||||||
| Weighted average shares (000’s) | 287,384 | 288,535 | 289,216 | 290,456 | 289,114 |
| * | 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) | 2018 and 2017 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 | |||||
| Transaction costs and other charges - Q1 | $ | (19 | ) | $ | (18 | ) | |
| Transaction costs and other charges - Q2 | (24 | ) | (21 | ) | |||
| Transaction costs and other charges - Q3 | (31 | ) | (29 | ) | |||
| Pension settlement charge - Q3 | — | (3 | ) | ||||
| Transaction costs and other charges - Q4 | (235 | ) | (238 | ) | |||
| Gain on sale of business - Q4 | 3,294 | 2,923 | |||||
| Bond redemption - Q4 | — | (20 | ) | ||||
| Pension settlement charge - Q4 | — | (8 | ) | ||||
| Tax Act and other tax charges - Q4 | — | 17 | |||||
| Purchase accounting impacts - Linde AG - Q4 | (714 | ) | (451 | ) | |||
| Year 2018 | $ | 2,271 | $ | 2,152 | |||
| Transaction costs and other charges - Q1 | $ | (6 | ) | $ | (6 | ) | |
| Transaction costs and other charges - Q2 | (15 | ) | (15 | ) | |||
| Transaction costs and other charges - Q3 | (14 | ) | (13 | ) | |||
| Pension settlement charge - Q3 | — | (1 | ) | ||||
| Transaction costs and other charges - Q4 | (17 | ) | (14 | ) | |||
| Tax Act - Q4 | — | (394 | ) | ||||
| Year 2017 | $ | (52 | ) | $ | (443 | ) |
NOTE 23. SUBSEQUENT EVENTS
Divestitures
On March 1, 2019, Linde AG completed the sale of the majority of its industrial gases business in North America and certain industrial gases business activities in South America to a consortium comprising companies of the German industrial gases manufacturer Messer Group and CVC Capital Partners Fund VII, pursuant to a Sale and Purchase Agreement, dated July 16, 2018, as amended on September 22, 2018, October 19, 2018 and February 20, 2019, by and among the Company, Linde AG, Praxair, Inc., Messer Group and CVC Capital Partners Fund VII (the “SPA”). Messer Group and CVC Capital Partners Fund VII paid $2.97 billion in cash consideration after purchase price adjustments for certain items relating to assets and liabilities of the sold businesses. The SPA was entered into as part of the commitments in connection with the merger control review by the U.S. Federal Trade Commission (the “FTC”) of the previously completed combination of the businesses of Praxair, Inc. and Linde AG under the Company (the ”business combination” - see Note 1).
As part of the company’s, Praxair’s and Linde AG’s further commitments in connection with the merger control review by the FTC, Linde AG divested additional assets within the Americas for aggregate net proceeds of $531 million (i) to Matheson Tri-Gas, Inc., five of Linde AG’s HyCO facilities outside the Gulf Coast region, along with Linde AG’s hydrogen pipeline in the Gulf Coast, intellectual property, customer contracts, and other assets, (ii) to Celanese Corporation, Linde AG's Clear Lake, Texas plant, and (iii) to LyondellBasell Industries N.V., Linde AG’s La Porte, Texas plant.
Hold Separate Order
Additionally, concurrent with the sale of the required merger-related divestitures in the United States, on March 1, 2019, the hold separate order restrictions described in Note 1 were lifted and the Company was able to commence integration activities.
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
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