Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 31, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-38730 | |
Entity Registrant Name | LINDE PLC | |
Entity Incorporation, State or Country Code | L2 | |
Entity Tax Identification Number | 98-1448883 | |
Entity Address, Address Line One | The Priestley Centre | |
Entity Address, Address Line Two | 10 Priestley Road, | |
Entity Address, Address Line Three | Surrey Research Park, | |
Entity Address, City or Town | Guildford, | |
Entity Address, Postal Zip Code | GU2 7XY | |
Entity Address, Country | GB | |
City Area Code | 14 | |
Local Phone Number | 83 242200 | |
Title of 12(b) Security | Ordinary shares (€0.001 nominal value per share) | |
Trading Symbol | LIN | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 540,591,490 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001707925 | |
Current Fiscal Year End Date | --12-31 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Sales | $ 7,204 | $ 3,044 | $ 14,148 | $ 6,027 |
Cost of sales, exclusive of depreciation and amortization | 4,280 | 1,706 | 8,396 | 3,367 |
Selling, general and administrative | 884 | 307 | 1,763 | 617 |
Depreciation and amortization | 1,195 | 311 | 2,418 | 622 |
Research and development | 45 | 24 | 91 | 48 |
Cost reduction programs and other charges | 141 | 24 | 230 | 43 |
Other income (expense) - net | 10 | 17 | 28 | 12 |
Operating Profit | 669 | 689 | 1,278 | 1,342 |
Interest expense - net | 10 | 44 | 33 | 90 |
Net pension and OPEB cost (benefit), excluding service cost | (24) | 2 | (9) | 4 |
Income From Continuing Operations Before Income Taxes and Equity Investments | 683 | 643 | 1,254 | 1,248 |
Income taxes on continuing operations | 169 | 158 | 309 | 306 |
Income From Continuing Operations Before Equity Investments | 514 | 485 | 945 | 942 |
Income from equity investments | 28 | 14 | 62 | 29 |
Income From Continuing Operations (Including Noncontrolling Interests) | 542 | 499 | 1,007 | 971 |
Income from discontinued operations, net of tax | 9 | 0 | 98 | 0 |
Net Income (Including Noncontrolling Interests) | 551 | 499 | 1,105 | 971 |
Less: noncontrolling interests from continuing operations | (29) | (19) | (59) | (29) |
Less: noncontrolling interest from discontinued operations | (7) | 0 | ||
Net Income – Linde plc | 522 | 480 | 1,039 | 942 |
Income from continuing operations | 513 | 480 | 948 | 942 |
Income from discontinued operations | $ 9 | $ 0 | $ 91 | $ 0 |
Per Share Data – Linde plc Shareholders | ||||
Basic earnings per share from continuing operations (in dollars per share) | $ 0.95 | $ 1.67 | $ 1.74 | $ 3.27 |
Basic earnings per share from discontinued operations (in dollars per share) | 0.02 | 0 | 0.17 | 0 |
Basic earnings per share (in dollars per share) | 0.97 | 1.67 | 1.91 | 3.27 |
Diluted earnings per share from continuing operations (in dollars per share) | 0.94 | 1.65 | 1.73 | 3.24 |
Diluted earnings per share from discontinued operations (in dollars per share) | 0.02 | 0 | 0.17 | 0 |
Diluted earnings per share (in dollars per share) | $ 0.96 | $ 1.65 | $ 1.90 | $ 3.24 |
Weighted Average Shares Outstanding (000’s): | ||||
Basic shares outstanding (in shares) | 542,561 | 287,803 | 544,033 | 287,654 |
Diluted shares outstanding (in shares) | 546,488 | 290,908 | 547,771 | 290,926 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
NET INCOME (INCLUDING NONCONTROLLING INTERESTS) | $ 551 | $ 499 | $ 1,105 | $ 971 |
Translation adjustments: | ||||
Foreign currency translation adjustments | (170) | (640) | (47) | (534) |
Reclassification to net income (Note 17) | 0 | 0 | 12 | 0 |
Income taxes | 8 | (3) | 5 | 6 |
Translation adjustments | (162) | (643) | (30) | (528) |
Funded status - retirement obligations (Note 11): | ||||
Retirement program remeasurements | (32) | (9) | (34) | (8) |
Reclassifications to net income | 23 | 17 | 87 | 34 |
Income taxes | 1 | (2) | (17) | (6) |
Funded status - retirement obligations | (8) | 6 | 36 | 20 |
Derivative instruments (Note 7): | ||||
Current quarter unrealized gain (loss) | (3) | 0 | (20) | 0 |
Reclassifications to net income | 0 | 0 | 0 | 0 |
Income taxes | 1 | 0 | 4 | 0 |
Derivative instruments | (2) | 0 | (16) | 0 |
Securities: | ||||
Current year unrealized gain (loss) | 9 | 0 | 1 | 0 |
Reclassifications to net income | 0 | 0 | 0 | 0 |
Income taxes | 0 | 0 | 0 | 0 |
Securities | 9 | 0 | 1 | 0 |
TOTAL OTHER COMPREHENSIVE INCOME (LOSS) | (163) | (637) | (9) | (508) |
COMPREHENSIVE INCOME (LOSS) (INCLUDING NONCONTROLLING INTERESTS) | 388 | (138) | 1,096 | 463 |
Less: noncontrolling interests | (8) | 2 | 22 | (19) |
COMPREHENSIVE INCOME (LOSS) - LINDE PLC | $ 380 | $ (136) | $ 1,118 | $ 444 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Cash and cash equivalents | $ 2,686 | $ 4,466 |
Accounts receivable - net | 4,483 | 4,297 |
Contract assets | 405 | 283 |
Inventories | 1,708 | 1,651 |
Assets held for sale | 283 | 5,498 |
Prepaid and other current assets | 1,116 | 1,077 |
Total Current Assets | 10,681 | 17,272 |
Property, plant and equipment - net | 29,540 | 29,717 |
Goodwill | 26,947 | 26,874 |
Other intangible assets - net | 15,804 | 16,223 |
Other long-term assets | 4,217 | 3,300 |
Total Assets | 87,189 | 93,386 |
Liabilities and equity | ||
Accounts payable | 3,358 | 3,219 |
Short-term debt | 1,475 | 1,485 |
Current portion of long-term debt | 227 | 1,523 |
Contract liabilities | 1,682 | 1,546 |
Liabilities of assets held for sale | 11 | 768 |
Other current liabilities | 3,768 | 4,415 |
Total Current Liabilities | 10,521 | 12,956 |
Long-term debt | 12,255 | 12,288 |
Other long-term liabilities | 11,519 | 11,046 |
Total Liabilities | 34,295 | 36,290 |
Redeemable noncontrolling interests (Note 14) | 15 | 16 |
Linde plc Shareholders’ Equity: | ||
Ordinary shares, €0.001 par value, authorized 1,750,000,000 shares, 2019 issued: 552,012,862 ordinary shares; 2018 issued: 551,310,272 ordinary shares | 1 | 1 |
Additional paid-in capital | 40,157 | 40,151 |
Retained earnings | 16,555 | 16,529 |
Accumulated other comprehensive income (loss) (Note 14) | (4,377) | (4,456) |
Less: Treasury stock, at cost (2019 – 10,659,056 shares and 2018 – 4,068,642 shares) | (1,772) | (629) |
Total Linde plc Shareholders’ Equity | 50,564 | 51,596 |
Noncontrolling interests | 2,315 | 5,484 |
Total Equity | 52,879 | 57,080 |
Total Liabilities and Equity | $ 87,189 | $ 93,386 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - € / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (usd per share) | € 0.01 | € 0.01 |
Common stock, authorized (in shares) | 1,750,000,000 | 1,750,000,000 |
Common stock, issued (in shares) | 552,012,862 | 551,310,272 |
Treasury stock, shares (in shares) | 10,659,056 | 4,068,642 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Operations | ||
Net Income – Linde plc | $ 1,039 | $ 942 |
Less: Income from discontinued operations, net of tax and noncontrolling interests | (91) | 0 |
Add: Noncontrolling interests from continuing operations | 59 | 29 |
Income from continuing operations (including noncontrolling interests) | 1,007 | 971 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Cost reduction programs and other charges, net of payments | (286) | 15 |
Amortization of merger-related inventory step-up | 10 | 0 |
Depreciation and amortization | 2,418 | 622 |
Deferred income taxes | (110) | 10 |
Share-based compensation | 38 | 21 |
Working capital: | ||
Accounts receivable | (188) | (147) |
Inventory | (73) | (10) |
Prepaid and other current assets | (76) | 25 |
Payables and accruals | (247) | (6) |
Contract assets and liabilities, net | (103) | 0 |
Pension contributions | (43) | (10) |
Long-term assets, liabilities and other | (274) | (13) |
Net cash provided by operating activities | 2,073 | 1,478 |
Investing | ||
Capital expenditures | (1,708) | (676) |
Acquisitions, net of cash acquired | (140) | 0 |
Divestitures and asset sales, net of cash divested | 4,689 | 69 |
Net cash provided by (used for) investing activities | 2,841 | (607) |
Financing | ||
Short-term debt borrowings (repayments) - net | (11) | 13 |
Long-term debt borrowings | 45 | 0 |
Long-term debt repayments | (1,311) | (505) |
Issuances of ordinary shares | 55 | 44 |
Purchases of ordinary shares | (1,250) | (1) |
Cash dividends - Linde plc shareholders | (951) | (474) |
Noncontrolling interest transactions and other | (3,222) | (22) |
Net cash used for financing activities | (6,645) | (945) |
Discontinued Operations | ||
Cash provided by operating activities | 70 | 0 |
Cash used for investing activities | (59) | 0 |
Cash provided by financing activities | 5 | 0 |
Net cash provided by discontinued operations | 16 | 0 |
Effect of exchange rate changes on cash and cash equivalents | (49) | (64) |
Change in cash and cash equivalents | (1,764) | (138) |
Cash and cash equivalents, beginning-of-period | 4,466 | 617 |
Cash and cash equivalents, including discontinued operations | 2,702 | 479 |
Cash and cash equivalents of discontinued operations | (16) | 0 |
Cash and cash equivalents, end-of-period | $ 2,686 | $ 479 |
Formation of Linde Plc and Busi
Formation of Linde Plc and Business Combination of Praxair, Inc. and Linde AG | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Formation of Linde Plc and Business Combination of Praxair, Inc. and Linde AG | 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 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 the 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 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 de-list and de-register 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 (completed on December 3, 2018), the majority of Linde AG’s Americas business (completed on March 1, 2019), select assets of Linde AG's South Korean industrial gases business (completed April 30, 2019), select assets of Praxair's Indian industrial gases business (completed July 12, 2019), as well as certain divestitures of other Praxair and Linde AG businesses in Asia that are currently expected to be sold in 2019 (collectively, the “merger-related divestitures”). See Note 17 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. Comparability of Financial Information Because Praxair and Linde AG combined their respective businesses effective with the merger date of October 31, 2018 in accordance with ASC 805, the quarter and six months ended June 30, 2019 reflect the results and cash flows of the combined business, while the quarter and six months ended June 30, 2018 include only Praxair. Due to the size of Linde AG’s businesses prior to the merger, the reported results for 2019 and 2018 quarters are not comparable. The balance sheets at June 30, 2019 and December 31, 2018 are comparable because both periods reflect the merger. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | Summary of Significant Accounting Policies Presentation of Condensed Consolidated Financial Statements - In the opinion of Linde management, the accompanying condensed consolidated financial statements include all adjustments necessary for a fair presentation of the results for the interim periods presented and such adjustments are of a normal recurring nature. The accompanying condensed consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements of Linde plc and subsidiaries in Linde's 2018 Annual Report on Form 10-K. There have been no material changes to the company’s significant accounting policies during 2019 . Segment Presentation Change - As a result of the merger and effective with the lifting of the Hold Separate Order in March 2019, new reportable segments were implemented. The new segments are: Americas, EMEA (Europe/Middle East/Africa), APAC (Asia/Pacific); and Engineering. All periods presented were recast to conform to the new segment structure. See Notes 1 and 13. Accounting Standards Implemented in 2019 • Leases – In February 2016, the FASB issued updated guidance on the accounting and financial statement presentation of leases. The new guidance requires lessees to recognize a right-of-use asset and lease liability for all leases, except those that meet certain scope exceptions, and requires expanded quantitative and qualitative disclosures. This guidance is effective beginning in the first quarter of 2019 and requires companies to transition using a modified retrospective approach. Linde has applied the practical expedient which allows prospective transition to the new lease accounting standard on January 1, 2019. The company elected the package of practical expedients relating to the reassessment of the lease portfolio pertaining to (i) whether expiring or existing contracts contain lease components, (ii) lease classification under ASC 842 and (iii) whether initial direct costs were capitalized under ASC 840. The company further implemented internal controls and key system functionality to enable the preparation of financial information on adoption. The standard had an immaterial impact on our condensed consolidated balance sheets and consolidated income statements. The most significant impact was the recognition of right of use ("ROU") assets and lease liabilities for operating leases, while the accounting for finance leases remained substantially unchanged. The company recognized both right of use assets and lease liabilities of $1.2 billion upon adoption. The adoption of the new lease accounting standard had no impact on retained earnings (See Note 16). • Derivatives and Hedging - In August 2017, the FASB issued updated guidance on accounting for hedging activities. The new guidance simplifies hedge effectiveness documentation requirements, changes both the designation and measurement for qualifying hedging relationships and the presentation of hedge results. This guidance was effective for the company beginning in the first quarter of 2019. The adoption of the standard had an immaterial impact on the consolidated financial statements. Accounting Standards to be Implemented • Credit Losses on Financial Instruments – In June 2016, the FASB issued an update on the measurement of credit losses. The guidance introduces a new accounting model for expected credit losses on financial instruments, including trade receivables, based on estimates of current expected credit losses. This guidance will be effective for the company beginning in the first quarter 2020 and requires companies to apply the change in accounting on a prospective basis. The company is currently evaluating the impact this update will have on the consolidated financial statements. • Simplifying the Test for Goodwill Impairment – In January 2017, the FASB issued updated guidance on the measurement of goodwill. The new guidance eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. The guidance will be effective for the company beginning in the first quarter 2020 with early adoption permitted. The company does not expect this guidance to have a material impact. • Fair Value Measurement Disclosures - In August 2018, the FASB issued guidance that modifies the disclosure requirements for fair value measurements. The guidance is effective in fiscal year 2020, with early adoption permitted. Certain amendments must be applied prospectively while other amendments must be applied retrospectively. The company is evaluating the impact this guidance will have on the disclosures in the notes to the consolidated financial statements. • Retirement Benefit Disclosures - In August 2018, the FASB issued guidance that modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement benefit plans. The guidance is effective in fiscal year 2021, with early adoption permitted, and must be applied on a retrospective basis. The company is evaluating the impact this guidance will have on the disclosures in the notes to the consolidated financial statements. Reclassifications – Certain prior years’ amounts have been reclassified to conform to the current year’s presentation. |
Cost Reduction Programs and Oth
Cost Reduction Programs and Other Charges | 6 Months Ended |
Jun. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Cost Reduction Programs and Other Charges | Cost Reduction Programs and Other Charges 2019 Charges Cost reduction programs and other charges were $141 million and $230 million for the quarter and six months ended June 30, 2019 , respectively ( $113 million and $194 million , after-tax ). Following is a summary of the pre-tax charges by reportable segment for the quarter and six month periods ended June 30, 2019: Quarter Ended June 30, 2019 (millions of dollars) Severance costs Other cost reduction charges Transaction related charges Total Americas $ 20 $ 6 3 $ 29 EMEA 4 2 10 16 APAC 13 1 1 15 Engineering — 4 — 4 Other 5 21 51 77 Total $ 42 $ 34 $ 65 $ 141 Six Months Ended June 30, 2019 (millions of dollars) Severance costs Other cost reduction charges Transaction related charges Total Americas $ 20 $ 7 27 $ 54 EMEA 4 9 2 15 APAC 22 2 1 25 Engineering — 11 — 11 Other 5 29 91 125 Total $ 51 $ 58 $ 121 $ 230 Cost Reduction Programs Total cost reduction program related charges were $76 million and $109 million for the quarter and six months ended June 30, 2019 , respectively ( $61 million and $89 million after-tax). Severance costs Severance costs of $42 million and $51 million for the quarter and six months ended June 30, 2019 , respectively, are for the elimination of approximately 1,100 positions, largely in the Americas and APAC, of which approximately 700 have terminated employment. The majority of actions are anticipated to be completed in 2019. Other cost reduction charges Other cost reduction charges of $34 million and $58 million for the quarter and six months ended June 30, 2019 , respectively, are primarily related to actions taken to execute the company's synergistic actions including location consolidations and rationalization, software and process harmonization, and associated non-recurring costs. Transaction Related Charges 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 merger-related costs which totaled $65 million and $121 million ( $52 million and $105 million after-tax) for the quarter and six months ended June 30, 2019 , respectively. Cash Requirements The total cash requirements of the cost reduction program and other charges during the six months ended June 30, 2019 are estimated to be approximately $225 million , of which $135 million was paid through June 30, 2019. Total cost reduction programs and other charges, net of payments in the condensed consolidated statements of cash flows for the six months ended June 30, 2019 also reflect the impact of cash payments of liabilities accrued as of December 31, 2018. The following table summarizes the activities related to the company's cost reduction related charges for the six months ended June 30, 2019 : (millions of dollars) Severance costs Other cost reduction charges Transaction related charges Total 2019 Cost Reduction Programs and Other Charges $ 51 $ 58 $ 121 $ 230 Less: Cash payments (37 ) (21 ) (77 ) (135 ) Less: Non-cash charges — (4 ) — (4 ) Foreign currency translation and other — — (1 ) (1 ) Balance, June 30, 2019 $ 14 $ 33 $ 43 $ 90 2018 Charges Transaction costs and other charges were $ 24 million million and $43 million for the quarter and six months ended June 30, 2018 , respectively ( $21 million and $39 million after-tax and noncontrolling interests). Classification in the condensed consolidated financial statements |
Merger of Praxair, Inc. and Lin
Merger of Praxair, Inc. and Linde AG | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Merger of Praxair, Inc. and Linde AG | Merger of Praxair, Inc. and Linde AG 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. 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 Shares 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 and multi-national nature of the net assets acquired, and the hold separate order which deferred integration of the two merged companies until March 1, 2019, at June 30, 2019 the valuation process to determine the fair values was 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. The more significant measurement period adjustments made by Linde during the six months ended June 30, 2019 reflect: the agreed upon sale price of Linde AG’s Korean business resulting in an increase to assets held for sale and corresponding decrease to goodwill of $324 million , and an adjustment to the sale value of the Linde AG Americas businesses resulting in a decrease to assets held for sale and corresponding increase to goodwill of $296 million . As the company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price allocation adjustments will likely 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. The table below reflects the impact of measurement period adjustments made through June 30, 2019. The 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 5,208 Prepaid and other current assets 1,251 Property, plant and equipment 19,366 Equity investments 1,395 Goodwill 24,193 Other intangible assets 15,592 Other long-term assets 978 Total Assets Acquired $ 73,657 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 3,032 Long-term debt 6,295 Other long-term liabilities 1,908 Deferred credits, including deferred income taxes 6,752 Total Liabilities Assumed $ 25,223 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 included in Note 3 to the consolidated financial statements in the company’s Annual Report on Form 10-K for the year ended December 31, 2018 . 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 $24,193 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. 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 presented below exclude the results of operations of the Linde AG merger-related divestitures (see Note 17) as these divestitures are reflected as discontinued operations. The Praxair merger-related divestitures (see Note 17) 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 for the quarter and six months ended June 30, 2019 and 2018, prepared in accordance with ASC 805, are summarized below: *Quarter Ended June 30, **Six Months Ended June 30, Millions of dollars 2019 2018 2019 2018 Sales $ 7,204 $ 7,660 $ 14,148 $ 15,061 Income from continuing operations $ 513 $ 657 $ 996 $ 1,256 Diluted earnings per share from continuing operations $ 0.94 $ 1.18 $ 1.82 $ 2.26 * The quarter ended June 30, 2019 includes sales and income from continuing operations from the company's merger-related divestitures of $25 million and $4 million , respectively (2018 includes $456 million and $100 million , respectively). **The six months ended June 30, 2019 includes sales and income from continuing operations from the company's merger-related divestitures of $55 million and $9 million , respectively (2018 includes $891 million and $191 million , respectively). Significant nonrecurring amounts reflected in the pro forma results are as follows: For the quarter and six month periods ended June 30, 2018, Praxair Inc., and Linde AG collectively incurred pre-tax costs of $69 million and $129 million , respectively, to prepare for and close the merger. These 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 $10 million ( $8 million after tax) and $51 million ( $40 million after tax) in the first quarter of 2019 related to the amortization of the fair value step-up of inventories acquired and sold, as well as a pension settlement due to payments to certain participants as a result of change in control provisions within a U.S. nonqualified pension plan, respectively. The six month period ended June 30, 2019 pro forma results were adjusted to exclude these charges as these costs were reflected within the results of operations in the pro formas results as if they were incurred on January 1, 2017. Non-Merger Related Acquisitions Acquisitions were $140 million , net of cash acquired, during the six months ended June 30, 2019 , largely in the Americas. Acquisition activity was immaterial for the same period in 2018 . |
Supplemental Information
Supplemental Information | 6 Months Ended |
Jun. 30, 2019 | |
Supplemental Information [Abstract] | |
Supplemental Information | Supplemental Information Inventories The following is a summary of Linde's consolidated inventories: (Millions of dollars) June 30, December 31, Inventories Raw materials and supplies $ 362 $ 339 Work in process 337 321 Finished goods 1,009 991 Total inventories $ 1,708 $ 1,651 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following is a summary of Linde's outstanding debt at June 30, 2019 and December 31, 2018 : (Millions of dollars) June 30, December 31, SHORT-TERM Commercial paper and U.S. bank borrowings $ 785 $ 829 Other bank borrowings (primarily international) 690 656 Total short-term debt 1,475 1,485 LONG-TERM (a) (U.S. dollar denominated unless otherwise noted) 1.90% Notes due 2019 (b) — 500 Variable rate notes due 2019 (b) — 150 1.75% Euro denominated notes due 2019 (b,c) — 578 4.25% AUD denominated notes due 2019 (b) — 71 Variable rate notes due 2019 200 200 2.25% Notes due 2020 300 299 1.75% Euro denominated notes due 2020 (c) 1,163 1,185 0.634% Euro denominated notes due 2020 58 58 4.05% Notes due 2021 499 499 3.875% Euro denominated notes due 2021 (c) 735 755 3.00% Notes due 2021 498 498 0.250% Euro denominated notes due 2022 (c) 1,147 1,156 2.45% Notes due 2022 598 598 2.20% Notes due 2022 499 498 2.70% Notes due 2023 498 498 2.00% Euro denominated notes due 2023 (c) 796 805 5.875% GBP denominated notes due 2023 (c) 447 454 1.20% Euro denominated notes due 2024 623 628 1.875% Euro denominated notes due 2024 (c) 369 373 2.65% Notes due 2025 398 398 1.625% Euro denominated notes due 2025 563 568 3.20% Notes due 2026 725 725 3.434% Notes due 2026 196 195 1.652% Euro denominated notes due 2027 95 96 1.00% Euro denominated notes due 2028 (c) 885 861 1.90% Euro denominated notes due 2030 120 121 3.55% Notes due 2042 662 662 Other 10 10 International bank borrowings 266 291 Obligations under capital leases 132 81 12,482 13,811 Less: current portion of long-term debt (227 ) (1,523 ) Total long-term debt 12,255 12,288 Total debt $ 13,957 $ 15,296 (a) Amounts are net of unamortized discounts, premiums and/or debt issuance costs as applicable. (b) In February 2019 Linde repaid $500 million of 1.90% notes that became due; in May 2019 Linde repaid $150 million of variable rate notes that became due; in June 2019 Linde repaid €500 million of 1.75% notes that became due and the associated interest rate swap was settled; also in June 2019 Linde settled AUD 100 million of variable rate notes that became due. (c) June 30, 2019 and December 31, 2018 included a cumulative $59 million and $14 million adjustment to carrying value, respectively, related to hedge accounting of interest rate swaps. Refer to Note 7 for additional information. On March 26, 2019 the company and certain of its subsidiaries entered into an unsecured revolving credit agreement ("the Credit Agreement") with a syndicate of banking institutions, which became effective on March 29, 2019. The Credit Agreement provides for total commitments of $5.0 billion , which may be increased up to $6.5 billion , subject to receipt of additional commitments and satisfaction of customary conditions. There are no financial maintenance covenants contained within the Credit Agreement. The revolving credit facility expires on March 26, 2024 with the option to request two one -year extensions of the expiration date. In connection with the effectiveness of the Credit Agreement, Praxair and Linde AG terminated their respective existing revolving credit facilities. No borrowings were outstanding under the Credit Agreement as of June 30, 2019 . |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | 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 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. Counterparties to Linde's derivatives are major banking institutions with credit ratings of investment grade or better. The company has 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 June 30, 2019 , 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 losses would be immaterial. The following table is a summary of the notional amount and fair value of derivatives outstanding at June 30, 2019 and December 31, 2018 for consolidated subsidiaries: Fair Value Notional Amounts Assets (a) Liabilities (a) (Millions of dollars) June 30, December 31, June 30, December 31, June 30, December 31, Derivatives Not Designated as Hedging Instruments: Currency contracts: Balance sheet items $ 8,979 $ 6,357 $ 27 $ 24 $ 41 $ 42 Forecasted transactions 938 945 11 15 41 17 Interest rate/Cross-currency interest rate swaps 1,253 2,110 27 112 24 40 Commodity contracts — — — 27 — 9 Total $ 11,170 $ 9,412 $ 65 $ 178 $ 106 $ 108 Derivatives Designated as Hedging Instruments: Currency contracts: Balance sheet items $ 35 $ — $ 1 $ — $ 1 $ — Forecasted transactions 584 158 34 2 9 3 Commodity contracts — — 22 — 2 — Interest rate swaps 2,142 2,164 43 13 3 10 Total Hedges $ 2,761 $ 2,322 $ 100 $ 15 $ 15 $ 13 Total Derivatives $ 13,931 $ 11,734 $ 165 $ 193 $ 121 $ 121 (a) Current assets of $85 million are recorded in prepaid and other current assets; long-term assets of $80 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. 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 accumulated other comprehensive income ("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. The fair value adjustments on these contracts are recorded to AOCI and are eventually offset by the income statement impact of the underlying commodity purchase. Net Investment Hedge As of June 30, 2019 , Linde has not designated any hedges of net investment positions in foreign operations. Linde had previously designated Euro-denominated debt instruments as net investment hedges to reduce the company's exposure to changes in the currency exchange rate on investments in foreign subsidiaries with Euro functional currencies. Exchange rate movements of $ 206 million relating to the previously designated Euro-denominated debt incurred in the financial periods prior to de-designation will remain in AOCI, until appropriate, such as liquidation of the foreign operations at which time amounts will be reclassified to the consolidated statement of income. Exchange rate movements related to the Euro-denominated debt occurring after de-designation are shown in the consolidated statement of 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 notional value of outstanding interest rate swaps of Linde with maturity dates from 2019 through 2028 was $1,920 million at June 30, 2019 and $2,164 million at December 31, 2018 (see Note 6 for further information). Terminated Treasury Rate Locks The unrecognized aggregated losses related to terminated treasury rate lock contracts on the underlying $500 million 3.00% fixed-rate notes that mature in 2021 and the $500 million 2.20% fixed-rate notes that mature in 2022 at June 30, 2019 and December 31, 2018 were $2 million (net of taxes of $1 million ) and $2 million (net of taxes of $1 million ), respectively. The unrecognized gains / (losses) for the treasury rate locks are shown in AOCI and are being recognized on a straight line basis to interest expense – net over the term of the underlying debt agreements. Derivatives' Impact on Consolidated Statements of Income The following table summarizes the impact of the company’s derivatives on the consolidated statements of income: Amount of Pre-Tax Gain (Loss) Recognized in Earnings * Quarter Ended June 30, Six Months Ended June 30, (Millions of dollars) 2019 2018 2019 2018 Derivatives Not Designated as Hedging Instruments Currency contracts: Balance sheet items Debt-related $ (125 ) $ (68 ) $ 69 $ (32 ) Other balance sheet items 4 (1 ) 2 1 Total $ (121 ) $ (69 ) $ 71 $ (31 ) * 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. Other balance sheet items and anticipated net income gains (losses) are recorded in the consolidated statements of income as other income (expenses)-net. The amounts of gain or loss recognized in AOCI and reclassified to the consolidated statement of income was immaterial for both the quarter and six months ended June 30, 2019 . Net losses expected to be reclassified to earnings during the next twelve months are also not material. The gains (losses) on net investment hedges are recorded as a component of AOCI within foreign currency translation adjustments in the condensed consolidated balance sheets and the condensed consolidated statements of comprehensive income. The gains (losses) on treasury rate locks are recorded as a component of AOCI within derivative instruments in the condensed consolidated balance sheets and the condensed consolidated statements of comprehensive income. 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. |
Fair Value Disclosures
Fair Value Disclosures | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | 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: Fair Value Measurements Using Level 1 Level 2 Level 3 (Millions of dollars) June 30, December 31, June 30, December 31, June 30, December 31, Assets Derivative assets $ — $ — $ 165 $ 193 $ — $ — Investments and securities* 21 22 — — 29 30 Total $ 21 $ 22 $ 165 $ 193 $ 29 $ 30 Liabilities Derivative liabilities $ — $ — $ 121 $ 121 $ — $ — * Investments and securities are recorded in prepaid and other current assets in the company's condensed consolidated balance sheets. Level 1 investments and securities are marketable securities traded on an exchange. Level 2 investments 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 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 six months ended June 30, 2019 . Gains (losses) recognized in earnings are recorded to interest expense - net in the company's consolidated statements of income. (Millions of dollars) 2019 Balance at January 1 $ 30 Gains (losses) recognized in earnings (1 ) Balance at June 30 $ 29 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. At June 30, 2019 , the estimated fair value of Linde’s long-term debt portfolio was $12,819 million versus a carrying value of $12,482 million . 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 |
Earnings Per Share _ Linde plc
Earnings Per Share – Linde plc Shareholders | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share – Linde plc Shareholders | Earnings Per Share – Linde plc Shareholders Basic and diluted earnings per share is computed by dividing Income from continuing operations, Income from discontinued operations and Net income – Linde plc for the period by the weighted average number of either basic or diluted shares outstanding, as follows: Quarter Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Numerator (Millions of dollars) Income from continuing operations $ 513 $ 480 $ 948 $ 942 Income from discontinued operations 9 — 91 — Net Income – Linde plc $ 522 $ 480 $ 1,039 $ 942 Denominator (Thousands of shares) Weighted average shares outstanding 542,356 287,467 543,834 287,321 Shares earned and issuable under compensation plans 205 336 199 333 Weighted average shares used in basic earnings per share 542,561 287,803 544,033 287,654 Effect of dilutive securities Stock options and awards 3,927 3,105 3,738 3,272 Weighted average shares used in diluted earnings per share 546,488 290,908 547,771 290,926 Basic earnings per share from continuing operations $ 0.95 $ 1.67 $ 1.74 $ 3.27 Basic earnings per share from discontinued operations 0.02 — 0.17 — Basic Earnings Per Share $ 0.97 $ 1.67 $ 1.91 $ 3.27 Diluted earnings per share from continuing operations $ 0.94 $ 1.65 $ 1.73 $ 3.24 Diluted earnings per share from discontinued operations 0.02 — 0.17 — Diluted Earnings Per Share $ 0.96 $ 1.65 $ 1.90 $ 3.24 There were no antidilutive shares for any period presented. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Changes in the carrying amount of goodwill for the six months ended June 30, 2019 were as follows: (Millions of dollars) Americas EMEA APAC Engineering Other Total Balance, December 31, 2018* $ 9,174 $ 10,960 $ 5,295 $ 1,075 $ 370 $ 26,874 Measurement period adjustments* 342 8 (303 ) — — 47 Acquisitions 120 — — — — 120 Foreign currency translation — (83 ) (1 ) — (10 ) (94 ) Balance, June 30, 2019 $ 9,636 $ 10,885 $ 4,991 $ 1,075 $ 360 $ 26,947 * The final determination of the goodwill assignment to segments may result in further measurement period adjustments to the preliminary values recorded in the purchase accounting for the merger (see Note 4). Goodwill is tested annually in the second quarter and when there is an indication of an impairment. Effective October 31, 2018, Praxair and Linde AG combined their respective businesses and became subsidiaries of Linde plc. During the first quarter following the lifting of the Hold Separate Order on March 1, 2019, the company realigned the reporting units. In addition to the impairment analysis performed immediately prior to the change and following the realignment of reporting units, the annual test was executed during the quarter ended June 30, 2019 . For all assessments Linde applied the FASB's accounting guidance per ASC 350 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 (refer to Note 1 to the consolidated financial statements of Linde's 2018 Annual Report on Form 10-K). Based on the qualitative analysis, Linde determined that it was more likely than not that the fair value of each of its reporting units exceeded its carrying value and therefore further quantitative analysis was not required. Additionally, the company reviews the financial performance of its reporting units over the course of the year to assess whether circumstances have changed that would indicate it is more likely than not that the fair value of a reporting unit has declined below its carrying value. In cases where an indication of impairment is determined to exist, the company completes an interim goodwill impairment test specifically for that reporting unit. As a result, no impairment was recorded and there were no indicators of impairment through June 30, 2019 . Changes in the carrying amounts of other intangibles for the six months ended June 30, 2019 were as follows: (Millions of dollars) Customer relationships Brands/Tradenames Other Intangible Assets Total Cost: Balance, December 31, 2018 (1) $ 13,288 $ 2,288 $ 1,366 $ 16,942 Additions 25 6 10 41 Foreign currency translation (46 ) (10 ) (3 ) (59 ) Other (1 ) — 21 20 Balance, June 30, 2019 $ 13,266 $ 2,284 $ 1,394 $ 16,944 Less: Accumulated amortization Balance, December 31, 2018 $ (317 ) $ (22 ) $ (380 ) $ (719 ) Amortization expense (314 ) (18 ) (93 ) (425 ) Foreign currency translation (1 ) — 3 2 Other — — 2 2 Balance, June 30, 2019 $ (632 ) $ (40 ) $ (468 ) $ (1,140 ) Net balance at June 30, 2019 $ 12,634 $ 2,244 $ 926 $ 15,804 (1) Final determination of the intangible asset values may result in measurement period adjustments to the preliminary values recorded in the purchase accounting for the merger (see Note 4). There are no expected residual values related to these intangible assets. The remaining weighted-average amortization period for intangible assets is approximately 26 years . Total estimated annual amortization expense is as follows: (Millions of dollars) Remaining 2019 $ 465 2020 996 2021 839 2022 806 2023 783 Thereafter 10,246 Total amortization related to finite-lived intangible assets 14,135 Indefinite-lived intangible assets at June 30, 2019 1,669 Net intangible assets at June 30, 2019 $ 15,804 |
Retirement Programs
Retirement Programs | 6 Months Ended |
Jun. 30, 2019 | |
Retirement Benefits, Description [Abstract] | |
Retirement Programs | Retirement Programs The components of net pension and postretirement benefits other than pensions (“OPEB”) costs for the quarter and six months ended June 30, 2019 and 2018 are shown below: Quarter Ended June 30, Six Months Ended June 30, Pensions OPEB Pensions OPEB (Millions of dollars) 2019 2018 2019 2018 2019 2018 2019 2018 Amount recognized in Operating Profit Service cost $ 39 $ 12 $ — $ 1 $ 78 $ 24 $ 1 $ 1 Amount recognized in Net pension and OPEB cost (benefit), excluding service cost Interest cost 65 25 1 1 133 51 3 2 Expected return on plan assets (113 ) (41 ) — — (232 ) (83 ) — — Net amortization and deferral 14 18 (1 ) (1 ) 28 36 (2 ) (2 ) Curtailment and termination benefits (a) 10 — — — 10 — — — Settlement charge (b) — — — — 51 — — — (24 ) 2 — — (10 ) 4 1 — Net periodic benefit cost $ 15 $ 14 $ — $ 1 $ 68 $ 28 $ 2 $ 1 (a) In the second quarter of 2019, Linde recorded a curtailment gain of $7 million and a charge of $17 million for termination benefits in connection with a defined benefit pension plan freeze. (b) In the first quarter of 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. Accordingly, Linde recorded a pension settlement charge of $51 million ( $38 million after-tax, or $0.07 per diluted share). Linde estimates that 2019 required contributions to its pension plans will be in the range of $ 95 million to $ 160 million, of which $43 million have been made through June 30, 2019 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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 (see Note 19 to the consolidated financial statements of Linde's 2018 Annual Report on Form 10-K). 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, the company decided that it was economically beneficial to settle many of its outstanding federal tax disputes and such disputes were enrolled in the Refis Program, subject to final calculation and review by the Brazilian federal government. The company recorded estimated liabilities based on the terms of the Refis Program. Since 2009, Linde has been unable to reach final agreement on the calculations and initiated litigation against the government in an attempt to resolve certain items. Open issues relate to the following matters: (i) application of cash deposits and net operating loss carryforwards to satisfy obligations and (ii) the amount of tax reductions available under the Refis Program. It is difficult to estimate the timing of resolution of legal matters in Brazil. • At June 30, 2019 the most significant non-income and income tax claims in Brazil, after enrollment in the Refis Program, relate to state VAT tax matters and a federal income tax matter where the taxing authorities are challenging the tax rate that should be applied to income generated by a subsidiary company. The total estimated exposure relating to such claims, including interest and penalties, as appropriate, is approximately $210 million . Linde has not recorded any liabilities related to such claims based on management judgments, after considering judgments and opinions of outside counsel. Because litigation in Brazil historically takes many years to resolve, it is very difficult to estimate the timing of resolution of these matters; however, it is possible that certain of these matters may be resolved within the near term. The company is vigorously defending against the proceedings. • On September 1, 2010, CADE (Brazilian Administrative Council for Economic Defense) announced alleged anticompetitive activity on the part of five industrial gas companies in Brazil and imposed fines. Originally, CADE imposed a civil fine of R$2.2 billion Brazilian reais ( $574 million ) on White Martins, the Brazil-based subsidiary of Praxair, Inc. The fine was reduced to R$1.7 billion Brazilian reais ( $444 million ) due to a calculation error made by CADE. On September 14, 2015, the fine against White Martins was overturned by the Ninth Federal Court of Brasilia. CADE appealed this decision on June 30, 2016. Similarly, on September 1, 2010, CADE imposed a civil fine of R$237 million Brazilian reais ( $62 million ) on Linde Gases Ltda., the former Brazil-based subsidiary of Linde AG, which was divested to MG Industries GmbH on March 1, 2019 and with respect to which Linde provided a contractual indemnity. The fine was reduced to R$188 million Brazilian reais ( $49 million ) due to a calculation error made by CADE. On May 6, 2014 the fine against Linde Gases Ltda. was overturned by the Seventh Federal Court in Brasilia. CADE appealed this decision on October 27, 2016. Linde has strong defenses and is confident that it will prevail on appeal and have the fines overturned. Linde strongly believes that the allegations of anticompetitive activity against our current and former Brazilian subsidiaries are not supported by valid and sufficient evidence. Linde believes that this decision will not stand up to judicial review and deems the possibility of cash outflows to be extremely unlikely. As a result, no reserves have been recorded as management does not believe that a loss from this case is probable. • On and after April 23, 2019 former shareholders of Linde AG filed appraisal proceedings at the District Court ( Landgericht ) Munich I (Germany), seeking an increase of the cash consideration paid in connection with the previously completed cash merger squeeze-out of all of Linde AG’s minority shareholders for €189.46 per share. Any such increase would apply to all 14,763,113 Linde AG shares that were outstanding on April 8, 2019, when the cash merger squeeze-out was completed. The period for plaintiffs to file claims expired on July 9, 2019. The company believes the consideration paid was fair and that the claims lack merit, and no reserve has been established. We cannot estimate the timing of resolution. |
Segments
Segments | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segments | Segments Effective October 31, 2018, Praxair and Linde AG completed the previously announced merger pursuant to the Merger Agreement, resulting in the formation of Linde plc (see Note 1 for additional information on the merger). As a result of the merger and effective with the lifting of the Hold Separate Order effective on March 1, 2019, new operating segments were created which are used by the company's Chief Operating Decision Maker ("CODM") to allocate company resources and assess performance. Linde’s operations consist of two major product lines: industrial gases and engineering/other. As further described in the following paragraph, Linde’s industrial gases operations are managed on a geographic basis, which represents three of the company's new reportable segments - Americas, EMEA (Europe/Middle East/Africa), and APAC (Asia/Pacific); a fourth reportable segment which represents the company's Engineering business, designs and manufactures equipment for air separation and other industrial gas applications specifically for end customers and is managed on a worldwide basis operating in all three geographic segments. Other consists of corporate costs and a few smaller businesses which individually do not meet the quantitative thresholds for separate presentation. 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. The company’s measure of profit/loss for segment reporting purposes remains unchanged - Segment operating profit. Segment operating profit is defined as operating profit excluding purchase accounting impacts of the Linde AG merger, inter-company royalties, and items not indicative of ongoing business trends. This is the manner in which the company’s CODM assesses performance and allocates resources. For a description of Linde's previous operating segments, refer to Note 20 to the consolidated financial statements of Linde's 2018 Annual Report on Form 10-K. The table below presents sales and operating profit information about reportable segments and Other for the quarters and six months ended June 30, 2019 and 2018 . Prior periods presented have been recast to be consistent with the new segment structure: Quarter Ended June 30, Six Months Ended June 30, (Millions of dollars) 2019 2018 2019 2018 SALES (a) Americas $ 2,779 $ 1,865 $ 5,485 $ 3,715 EMEA 1,673 435 3,355 850 APAC 1,513 460 2,965 895 Engineering 752 — 1,388 — Other 487 284 955 567 Total sales $ 7,204 $ 3,044 $ 14,148 $ 6,027 Quarter Ended June 30, Six Months Ended June 30, (Millions of dollars) 2019 2018 2019 2018 SEGMENT OPERATING PROFIT Americas $ 646 $ 510 $ 1,231 $ 993 EMEA 332 93 679 180 APAC 310 108 588 214 Engineering 99 — 177 — Other (62 ) 2 (121 ) (2 ) Segment operating profit 1,325 713 2,554 1,385 Cost reduction programs and other charges (Note 3) (141 ) (24 ) (230 ) (43 ) Purchase accounting impacts - Linde AG (515 ) — (1,046 ) — Total operating profit $ 669 $ 689 $ 1,278 $ 1,342 (a) Sales reflect external sales only. Intersegment sales were not material. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity And Noncontrolling Interests Disclosure [Abstract] | |
Equity | Equity Equity A summary of the changes in total equity for the quarter and six months ended June 30, 2019 and 2018 is provided below: Quarter Ended June 30, (Millions of dollars) 2019 2018 Activity Linde plc Noncontrolling Total Equity Linde plc Noncontrolling Interests Total Equity Balance, beginning of period $ 51,175 $ 5,457 $ 56,632 $ 6,368 $ 516 $ 6,884 Net income (b) 522 29 551 480 18 498 Other comprehensive income (loss) (142 ) (21 ) (163 ) (616 ) (21 ) (637 ) Noncontrolling interests: Additions (reductions) (a) — (3,074 ) (3,074 ) — 1 1 Dividends and other capital changes — (76 ) (76 ) — (13 ) (13 ) Redemption value adjustments — — — — — Dividends to Linde plc ordinary share holders ($0.875 per share in 2019 and $0.825 per share in 2018) (474 ) — (474 ) (237 ) — (237 ) Issuances of common stock: For the dividend reinvestment and stock purchase plan — — — 1 — 1 For employee savings and incentive plans (13 ) — (13 ) 15 — 15 Purchases of common stock (526 ) — (526 ) (1 ) — (1 ) Share-based compensation 22 — 22 17 — 17 Balance, end of period $ 50,564 $ 2,315 $ 52,879 $ 6,027 $ 501 $ 6,528 Six Months Ended June 30, (Millions of dollars) 2019 2018 Activity Linde plc Noncontrolling Total Linde plc Noncontrolling Total Balance, beginning of period $ 51,596 $ 5,484 $ 57,080 $ 6,018 $ 493 $ 6,511 Net income (b) 1,039 65 1,104 942 27 969 Other comprehensive income (loss) 79 (88 ) (9 ) (498 ) (10 ) (508 ) Noncontrolling interests: Additions (reductions) (a) — (3,066 ) (3,066 ) — 7 7 Dividends and other capital changes — (80 ) (80 ) — (16 ) (16 ) Redemption value adjustments — — — (2 ) — (2 ) Dividends to Linde plc ordinary share holders ($1.75 per share in 2019 and $1.65 per share in 2018) (951 ) — (951 ) (474 ) — (474 ) Issuances of common stock: — — — For the dividend reinvestment and stock purchase plan — — — 3 — 3 For employee savings and incentive plans (7 ) — (7 ) 18 — 18 Purchases of common stock (1,230 ) — (1,230 ) (1 ) — (1 ) Share-based compensation 38 — 38 21 — 21 Balance, end of period $ 50,564 $ 2,315 $ 52,879 $ 6,027 $ 501 $ 6,528 (a) As of the beginning of both periods, noncontrolling interests included approximately $3.2 billion relating to the 8% of Linde AG shares which were not tendered in the Exchange Offer and were intended to be the subject of a cash-merger squeeze-out. On April 8, 2019 Linde AG completed the merger squeeze-out of all of its minority shares. (b) Net income for noncontrolling interests excludes net income related to redeemable noncontrolling interests which is not significant for the quarter and $1 million for the six months ended June 30, 2019 ( $1 million and $2 million for the quarter and six months ended June 30, 2018 ), which is not part of total equity. The components of AOCI are as follows: June 30, December 31, (Millions of dollars) 2019 2018 Cumulative translation adjustment - net of taxes: Americas $ (3,258 ) $ (3,375 ) EMEA (138 ) 105 APAC (123 ) (114 ) Engineering 21 40 Other (34 ) (246 ) (3,532 ) (3,590 ) Derivatives - net of taxes (18 ) (2 ) Unrealized gain (loss) on securities — (1 ) Pension / OPEB funded status obligation (net of $275 million and $292 million tax benefit in June 30, 2019 and December 31, 2018, respectively) (827 ) (863 ) $ (4,377 ) $ (4,456 ) |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Revenue is accounted for in accordance with ASC 606. 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. Contracts with Customers Approximately 83% of Linde's consolidated sales are generated from industrial gases and related products in three geographic segments (Americas, APAC, and EMEA) and the remaining 17% is related primarily to the Engineering segment, and to a lesser extent Other (see Note 13 for operating segment details). Linde serves a diverse group of industries including healthcare, energy, 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 our 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. 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 $405 million and $283 million at June 30, 2019 and December 31, 2018, respectively. Total contract liabilities are $1,880 million at June 30, 2019 (current of $1,682 million and $198 million within other long-term liabilities in the condensed consolidated balance sheets). Total contract liabilities were $1,934 million at December 31, 2018 (current contract liabilities of $1,546 million , $234 million classified as deferred income within other current liabilities and $154 million in other long-term liabilities in the condensed consolidated balance sheets). Revenue recognized for the six months ended June 30, 2019 that was included in the contract liability at December 31, 2018 was $780 million .Contract assets and liabilities primarily relate to the Linde Engineering business acquired in the merger. The industrial gases business does 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 gases business. 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. Contract asset and liability balances and the changes in these balances are not material. 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 As described above and in Note 20 to Linde's 2018 Form 10-K, the company manages its industrial gases business on a geographic basis, while the Engineering and Other businesses are generally managed on a global basis. Furthermore, 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 tables show sales by distribution method at the consolidated level and for each reportable segment and Other for the quarter and six months ended June 30, 2019 and June 30, 2018 . (Millions of dollars) Quarter Ended June 30, 2019 Sales Americas EMEA APAC Engineering Other Total % Merchant $ 735 $ 476 $ 551 $ — $ 53 $ 1,815 25 % On-Site 699 355 534 — — 1,588 22 % Packaged Gas 1,315 842 386 — 6 2,549 36 % Other 30 — 42 752 428 1,252 17 % $ 2,779 $ 1,673 $ 1,513 $ 752 $ 487 $ 7,204 100 % (Millions of dollars) Quarter Ended June 30, 2018 Sales Americas EMEA APAC Engineering Other Total % Merchant $ 697 $ 153 $ 156 $ — $ 31 $ 1,037 34 % On-Site 559 78 248 — — 885 29 % Packaged Gas 601 202 54 — — 857 28 % Other 8 2 2 — 253 265 9 % $ 1,865 $ 435 $ 460 $ — $ 284 $ 3,044 100 % (Millions of dollars) Six Months Ended June 30, 2019 Sales Americas EMEA APAC Engineering Other Total % Merchant $ 1,439 $ 903 $ 1,048 $ — $ 84 $ 3,474 25 % On-Site 1,402 732 1,064 — — 3,198 22 % Packaged Gas 2,602 1,716 779 — 6 5,103 36 % Other 42 4 74 1,388 865 2,373 17 % $ 5,485 $ 3,355 $ 2,965 $ 1,388 $ 955 $ 14,148 100 % (Millions of dollars) Six Months Ended June 30, 2018 Sales Americas EMEA APAC Engineering Other Total % Merchant $ 1,375 $ 300 $ 295 $ — $ 62 $ 2,032 34 % On-Site 1,135 159 492 — — 1,786 29 % Packaged Gas 1,192 386 105 — — 1,683 28 % Other 13 5 3 — 505 526 9 % $ 3,715 $ 850 $ 895 $ — $ 567 $ 6,027 100 % 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 $46 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. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | 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 related to operating lease right of use assets for the quarter and six months ended June 30, 2019 was $88 million and $182 million , respectively. Operating leases costs are included in selling, general and administrative expenses and cost of sales, exclusive of depreciation and amortization. The related assets and obligations are included in other long term assets and other current liabilities and other long term liabilities, respectively. Total lease and rental expenses related to finance lease right of use assets for the quarter and six months ended June 30, 2019 were $7 million and $13 million , respectively and the costs are included in depreciation and amortization, and interest. Related assets and obligations are included in property, plant and equipment - net and debt, respectively . Linde includes renewal options that are reasonably certain to be exercised as part of the lease term. Operating and financing lease expenses above include short term and variable lease costs which are immaterial. As most leases do not provide an implicit rate, Linde uses the applicable incremental borrowing rate at lease commencement to measure lease liabilities and right-of-use assets. Linde determines incremental borrowing rates through market sources. The company has elected to apply the short-term lease exception for all underlying asset classes. Short-term leases are leases that, at the commencement date, have a lease term of twelve months or less and do not include a purchase option that the lessee is reasonably certain to exercise. Leases that meet the short-term lease definition are not recognized on the balance sheet, but rather expensed on a straight-line basis over the lease term. Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance. The company does not have material variable lease payments. Gains and losses on sale and leaseback transactions were immaterial. Operating cash flows from operating leases for the quarter and six months ended June 30, 2019 were $85 million and $170 million respectively. Cash flows from finance leases for the same period were immaterial. Supplemental balance sheet information related to leases is as follows: (Millions of dollars) June 30, 2019 Operating leases Operating lease right-of-use assets $ 998 Other current liabilities 249 Other long-term liabilities 715 Total operating lease liabilities $ 964 Finance leases Finance lease right-of-use assets $ 113 Current portion of long-term debt 22 Long-term debt 110 Total finance lease liabilities $ 132 Supplemental operating lease information: June 30, 2019 Weighted average lease term (years) 7 years Weighted average discount rate 2.85 % Future operating and financing lease payments as of June 30, 2019 are as follows (millions of dollars): Period Operating Leases Finance Leases Remaining 2019 $ 224 $ 28 2020 228 24 2021 182 19 2022 139 15 2023 92 6 Thereafter 276 68 Total future undiscounted lease payments $ 1,141 $ 160 Less imputed interest (177 ) (28 ) Total reported lease liability $ 964 $ 132 Prior to the adoption of the new lease accounting standard, operating and finance lease commitments on an undiscounted basis were approximately $1.3 billion and $104 million , respectively, at December 31, 2018 under long-term non-cancelable leases. The amounts payable for operating leases were as follows: (Millions of dollars) Operating Leases 2019 $ 305 2020 236 2021 186 2022 145 2023 102 Thereafter 326 $ 1,300 In limited instances Linde acts as a lessor, primarily for assets to provide industrial gas to specific customers. These leases are not significant to the condensed consolidated balance sheets or consolidated statements of income. |
Merger-related Divestitures, Di
Merger-related Divestitures, Discontinued Operations and Net Assets Held for Sale | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Merger-related Divestitures, Discontinued Operations and Net Assets Held for Sale | 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 (see Note 4 to Linde's 2018 Form 10-K). Additionally, to satisfy regulatory requirements in other jurisdictions, Praxair agreed to sell certain operations in Chile, China, India and South Korea. The Chilean business was sold as part of the Linde AG Americas SPA (as defined below), the select Indian assets were sold in July 2019, and other sales are expected during 2019. Effective October 22, 2018, the date of final regulatory approvals, these businesses have been accounted for as assets held for sale on the condensed 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 approximately $2.9 billion in net cash consideration after purchase price adjustments for certain items relating to assets and liabilities of the sold businesses. In addition, divestitures include approximately $0.5 billion of proceeds for incremental plant sales within the Americas under other agreements. These transactions were completed on March 1, 2019. Additionally, on April 30, 2019, Linde completed the sale of selected assets of Linde Korea to IMM Private Equity Inc., to satisfy requirements of the Korea Fair Trade Commission. The assets divested include bulk and on-site business in Giheung, Pohang and Seosansites as well as oxygen and nitrogen on-site generators. The sale price of $1.2 billion will be subject to customary adjustments. The net carrying value of Linde AG's Americas business assets and liabilities divested on March 1, 2019 is presented below: Millions of dollars Carrying Value Assets Cash and cash equivalents $ 200 Accounts receivable – net 479 Inventories 181 Prepaid and other current assets 409 Property, plant and equipment – net 1,590 Equity investments 37 Goodwill 3 Other intangible assets – net 10 Other long-term assets 76 Asset adjustments for estimated fair value 1,650 Total Assets Divested $ 4,635 Liabilities Accounts payable $ 94 Accrued taxes 60 Other current liabilities 767 Long-term debt 2 Other long-term liabilities 98 Deferred credits 177 Total Liabilities Divested $ 1,198 Cumulative translation adjustment, net of taxes 12 Net Assets Divested $ 3,449 The net carrying value of Linde AG's South Korean business assets and liabilities divested on April 30, 2019 is presented below: Millions of dollars Carrying Value Assets Accounts receivable – net $ 27 Inventories 16 Property, plant and equipment – net 389 Asset adjustments for estimated fair value 879 Total Assets Divested $ 1,311 Liabilities Accounts payable $ 2 Accrued taxes 12 Other current liabilities 29 Long-term debt 6 Other long-term liabilities 3 Deferred credits 31 Total Liabilities Divested $ 83 Cumulative translation adjustment, net of taxes — Net Assets Divested $ 1,228 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 until the respective sale transactions are completed, as summarized below: Millions of dollars Quarter Ended June 30, 2019 Six Months Ended June 30, 2019 Net sales $ 15 $ 430 Cost of sales 4 242 Other operating costs — 43 Operating profit $ 11 $ 145 Income from equity investments 2 4 Income taxes 4 51 Income from discontinued operations, net of tax $ 9 $ 98 Noncontrolling interests — (7 ) Income from discontinued operations, net of tax and noncontrolling interests $ 9 $ 91 For the quarter and six months ended June 30, 2019 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 June 30, 2019 and December 31, 2018, the following assets and liabilities are reported as components of the net assets held for sale in the condensed consolidated balance sheets: Millions of dollars June 30, 2019 December 31, 2018 Assets Cash and cash equivalents $ 7 $ 182 Accounts receivable – net 27 297 Inventories 2 209 Prepaid and other current assets 1 54 Property, plant and equipment – net 79 2,005 Other Assets 42 187 Asset adjustments for estimated fair value (Note 4) 125 2,564 Total Assets Classified as Assets Held for Sale $ 283 $ 5,498 Liabilities Accounts payable 2 125 Deferred credits 4 206 Other liabilities 5 437 Total Liabilities Classified as Assets Held for Sale 11 768 Net Assets Classified as Held for Sale $ 272 $ 4,730 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Linde India Divestiture On July 12, 2019 Linde completed the sale of selected assets of Linde India, in accordance with the recent merger between Linde AG and Praxair, Inc. and the Competition Commission of India. The sale price of $218 million will be subject to customary adjustments. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Accounting Standards Implemented in 2019 and Accounting Standards to be Implemented | Accounting Standards Implemented in 2019 • Leases – In February 2016, the FASB issued updated guidance on the accounting and financial statement presentation of leases. The new guidance requires lessees to recognize a right-of-use asset and lease liability for all leases, except those that meet certain scope exceptions, and requires expanded quantitative and qualitative disclosures. This guidance is effective beginning in the first quarter of 2019 and requires companies to transition using a modified retrospective approach. Linde has applied the practical expedient which allows prospective transition to the new lease accounting standard on January 1, 2019. The company elected the package of practical expedients relating to the reassessment of the lease portfolio pertaining to (i) whether expiring or existing contracts contain lease components, (ii) lease classification under ASC 842 and (iii) whether initial direct costs were capitalized under ASC 840. The company further implemented internal controls and key system functionality to enable the preparation of financial information on adoption. The standard had an immaterial impact on our condensed consolidated balance sheets and consolidated income statements. The most significant impact was the recognition of right of use ("ROU") assets and lease liabilities for operating leases, while the accounting for finance leases remained substantially unchanged. The company recognized both right of use assets and lease liabilities of $1.2 billion upon adoption. The adoption of the new lease accounting standard had no impact on retained earnings (See Note 16). • Derivatives and Hedging - In August 2017, the FASB issued updated guidance on accounting for hedging activities. The new guidance simplifies hedge effectiveness documentation requirements, changes both the designation and measurement for qualifying hedging relationships and the presentation of hedge results. This guidance was effective for the company beginning in the first quarter of 2019. The adoption of the standard had an immaterial impact on the consolidated financial statements. Accounting Standards to be Implemented • Credit Losses on Financial Instruments – In June 2016, the FASB issued an update on the measurement of credit losses. The guidance introduces a new accounting model for expected credit losses on financial instruments, including trade receivables, based on estimates of current expected credit losses. This guidance will be effective for the company beginning in the first quarter 2020 and requires companies to apply the change in accounting on a prospective basis. The company is currently evaluating the impact this update will have on the consolidated financial statements. • Simplifying the Test for Goodwill Impairment – In January 2017, the FASB issued updated guidance on the measurement of goodwill. The new guidance eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. The guidance will be effective for the company beginning in the first quarter 2020 with early adoption permitted. The company does not expect this guidance to have a material impact. • Fair Value Measurement Disclosures - In August 2018, the FASB issued guidance that modifies the disclosure requirements for fair value measurements. The guidance is effective in fiscal year 2020, with early adoption permitted. Certain amendments must be applied prospectively while other amendments must be applied retrospectively. The company is evaluating the impact this guidance will have on the disclosures in the notes to the consolidated financial statements. • Retirement Benefit Disclosures - In August 2018, the FASB issued guidance that modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement benefit plans. The guidance is effective in fiscal year 2021, with early adoption permitted, and must be applied on a retrospective basis. The company is evaluating the impact this guidance will have on the disclosures in the notes to the consolidated financial statements. |
Reclassifications | Reclassifications – Certain prior years’ amounts have been reclassified to conform to the current year’s presentation. |
Cost Reduction Programs and O_2
Cost Reduction Programs and Other Charges (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Summary of Cost Reductions | The following table summarizes the activities related to the company's cost reduction related charges for the six months ended June 30, 2019 : (millions of dollars) Severance costs Other cost reduction charges Transaction related charges Total 2019 Cost Reduction Programs and Other Charges $ 51 $ 58 $ 121 $ 230 Less: Cash payments (37 ) (21 ) (77 ) (135 ) Less: Non-cash charges — (4 ) — (4 ) Foreign currency translation and other — — (1 ) (1 ) Balance, June 30, 2019 $ 14 $ 33 $ 43 $ 90 Quarter Ended June 30, 2019 (millions of dollars) Severance costs Other cost reduction charges Transaction related charges Total Americas $ 20 $ 6 3 $ 29 EMEA 4 2 10 16 APAC 13 1 1 15 Engineering — 4 — 4 Other 5 21 51 77 Total $ 42 $ 34 $ 65 $ 141 Six Months Ended June 30, 2019 (millions of dollars) Severance costs Other cost reduction charges Transaction related charges Total Americas $ 20 $ 7 27 $ 54 EMEA 4 9 2 15 APAC 22 2 1 25 Engineering — 11 — 11 Other 5 29 91 125 Total $ 51 $ 58 $ 121 $ 230 |
Merger of Praxair, Inc. and L_2
Merger of Praxair, Inc. and Linde AG (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price | 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 Shares 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. |
Summary Assets and Liabilities Acquired | The 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 5,208 Prepaid and other current assets 1,251 Property, plant and equipment 19,366 Equity investments 1,395 Goodwill 24,193 Other intangible assets 15,592 Other long-term assets 978 Total Assets Acquired $ 73,657 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 3,032 Long-term debt 6,295 Other long-term liabilities 1,908 Deferred credits, including deferred income taxes 6,752 Total Liabilities Assumed $ 25,223 Less: Noncontrolling Interests 5,146 Purchase Price (i) $ 43,288 (i) See above for the calculation of the purchase price. |
Pro Forma Information | The unaudited pro forma results for the quarter and six months ended June 30, 2019 and 2018, prepared in accordance with ASC 805, are summarized below: *Quarter Ended June 30, **Six Months Ended June 30, Millions of dollars 2019 2018 2019 2018 Sales $ 7,204 $ 7,660 $ 14,148 $ 15,061 Income from continuing operations $ 513 $ 657 $ 996 $ 1,256 Diluted earnings per share from continuing operations $ 0.94 $ 1.18 $ 1.82 $ 2.26 * The quarter ended June 30, 2019 includes sales and income from continuing operations from the company's merger-related divestitures of $25 million and $4 million , respectively (2018 includes $456 million and $100 million , respectively). **The six months ended June 30, 2019 includes sales and income from continuing operations from the company's merger-related divestitures of $55 million and $9 million , respectively (2018 includes $891 million and $191 million , respectively). |
Supplemental Information (Table
Supplemental Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Supplemental Information [Abstract] | |
Schedule Of Inventories Table | The following is a summary of Linde's consolidated inventories: (Millions of dollars) June 30, December 31, Inventories Raw materials and supplies $ 362 $ 339 Work in process 337 321 Finished goods 1,009 991 Total inventories $ 1,708 $ 1,651 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-term And Short-term Debt | The following is a summary of Linde's outstanding debt at June 30, 2019 and December 31, 2018 : (Millions of dollars) June 30, December 31, SHORT-TERM Commercial paper and U.S. bank borrowings $ 785 $ 829 Other bank borrowings (primarily international) 690 656 Total short-term debt 1,475 1,485 LONG-TERM (a) (U.S. dollar denominated unless otherwise noted) 1.90% Notes due 2019 (b) — 500 Variable rate notes due 2019 (b) — 150 1.75% Euro denominated notes due 2019 (b,c) — 578 4.25% AUD denominated notes due 2019 (b) — 71 Variable rate notes due 2019 200 200 2.25% Notes due 2020 300 299 1.75% Euro denominated notes due 2020 (c) 1,163 1,185 0.634% Euro denominated notes due 2020 58 58 4.05% Notes due 2021 499 499 3.875% Euro denominated notes due 2021 (c) 735 755 3.00% Notes due 2021 498 498 0.250% Euro denominated notes due 2022 (c) 1,147 1,156 2.45% Notes due 2022 598 598 2.20% Notes due 2022 499 498 2.70% Notes due 2023 498 498 2.00% Euro denominated notes due 2023 (c) 796 805 5.875% GBP denominated notes due 2023 (c) 447 454 1.20% Euro denominated notes due 2024 623 628 1.875% Euro denominated notes due 2024 (c) 369 373 2.65% Notes due 2025 398 398 1.625% Euro denominated notes due 2025 563 568 3.20% Notes due 2026 725 725 3.434% Notes due 2026 196 195 1.652% Euro denominated notes due 2027 95 96 1.00% Euro denominated notes due 2028 (c) 885 861 1.90% Euro denominated notes due 2030 120 121 3.55% Notes due 2042 662 662 Other 10 10 International bank borrowings 266 291 Obligations under capital leases 132 81 12,482 13,811 Less: current portion of long-term debt (227 ) (1,523 ) Total long-term debt 12,255 12,288 Total debt $ 13,957 $ 15,296 (a) Amounts are net of unamortized discounts, premiums and/or debt issuance costs as applicable. (b) In February 2019 Linde repaid $500 million of 1.90% notes that became due; in May 2019 Linde repaid $150 million of variable rate notes that became due; in June 2019 Linde repaid €500 million of 1.75% notes that became due and the associated interest rate swap was settled; also in June 2019 Linde settled AUD 100 million of variable rate notes that became due. (c) June 30, 2019 and December 31, 2018 included a cumulative $59 million and $14 million adjustment to carrying value, respectively, related to hedge accounting of interest rate swaps. Refer to Note 7 for additional information. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following table is a summary of the notional amount and fair value of derivatives outstanding at June 30, 2019 and December 31, 2018 for consolidated subsidiaries: Fair Value Notional Amounts Assets (a) Liabilities (a) (Millions of dollars) June 30, December 31, June 30, December 31, June 30, December 31, Derivatives Not Designated as Hedging Instruments: Currency contracts: Balance sheet items $ 8,979 $ 6,357 $ 27 $ 24 $ 41 $ 42 Forecasted transactions 938 945 11 15 41 17 Interest rate/Cross-currency interest rate swaps 1,253 2,110 27 112 24 40 Commodity contracts — — — 27 — 9 Total $ 11,170 $ 9,412 $ 65 $ 178 $ 106 $ 108 Derivatives Designated as Hedging Instruments: Currency contracts: Balance sheet items $ 35 $ — $ 1 $ — $ 1 $ — Forecasted transactions 584 158 34 2 9 3 Commodity contracts — — 22 — 2 — Interest rate swaps 2,142 2,164 43 13 3 10 Total Hedges $ 2,761 $ 2,322 $ 100 $ 15 $ 15 $ 13 Total Derivatives $ 13,931 $ 11,734 $ 165 $ 193 $ 121 $ 121 (a) Current assets of $85 million are recorded in prepaid and other current assets; long-term assets of $80 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. |
Schedule of Derivative Instruments Not Designated as Hedging Instruments Table | The following table summarizes the impact of the company’s derivatives on the consolidated statements of income: Amount of Pre-Tax Gain (Loss) Recognized in Earnings * Quarter Ended June 30, Six Months Ended June 30, (Millions of dollars) 2019 2018 2019 2018 Derivatives Not Designated as Hedging Instruments Currency contracts: Balance sheet items Debt-related $ (125 ) $ (68 ) $ 69 $ (32 ) Other balance sheet items 4 (1 ) 2 1 Total $ (121 ) $ (69 ) $ 71 $ (31 ) * 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. Other balance sheet items and anticipated net income gains (losses) are recorded in the consolidated statements of income as other income (expenses)-net. |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of 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: Fair Value Measurements Using Level 1 Level 2 Level 3 (Millions of dollars) June 30, December 31, June 30, December 31, June 30, December 31, Assets Derivative assets $ — $ — $ 165 $ 193 $ — $ — Investments and securities* 21 22 — — 29 30 Total $ 21 $ 22 $ 165 $ 193 $ 29 $ 30 Liabilities Derivative liabilities $ — $ — $ 121 $ 121 $ — $ — * Investments and securities are recorded in prepaid and other current assets in the company's condensed consolidated balance sheets. |
Schedule of Level 3 Investments and Securities | The following table summarizes the changes in level 3 investments and securities for the six months ended June 30, 2019 . Gains (losses) recognized in earnings are recorded to interest expense - net in the company's consolidated statements of income. (Millions of dollars) 2019 Balance at January 1 $ 30 Gains (losses) recognized in earnings (1 ) Balance at June 30 $ 29 |
Earnings Per Share _ Linde pl_2
Earnings Per Share – Linde plc Shareholders (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Basic and diluted earnings per share is computed by dividing Income from continuing operations, Income from discontinued operations and Net income – Linde plc for the period by the weighted average number of either basic or diluted shares outstanding, as follows: Quarter Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Numerator (Millions of dollars) Income from continuing operations $ 513 $ 480 $ 948 $ 942 Income from discontinued operations 9 — 91 — Net Income – Linde plc $ 522 $ 480 $ 1,039 $ 942 Denominator (Thousands of shares) Weighted average shares outstanding 542,356 287,467 543,834 287,321 Shares earned and issuable under compensation plans 205 336 199 333 Weighted average shares used in basic earnings per share 542,561 287,803 544,033 287,654 Effect of dilutive securities Stock options and awards 3,927 3,105 3,738 3,272 Weighted average shares used in diluted earnings per share 546,488 290,908 547,771 290,926 Basic earnings per share from continuing operations $ 0.95 $ 1.67 $ 1.74 $ 3.27 Basic earnings per share from discontinued operations 0.02 — 0.17 — Basic Earnings Per Share $ 0.97 $ 1.67 $ 1.91 $ 3.27 Diluted earnings per share from continuing operations $ 0.94 $ 1.65 $ 1.73 $ 3.24 Diluted earnings per share from discontinued operations 0.02 — 0.17 — Diluted Earnings Per Share $ 0.96 $ 1.65 $ 1.90 $ 3.24 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill for the six months ended June 30, 2019 were as follows: (Millions of dollars) Americas EMEA APAC Engineering Other Total Balance, December 31, 2018* $ 9,174 $ 10,960 $ 5,295 $ 1,075 $ 370 $ 26,874 Measurement period adjustments* 342 8 (303 ) — — 47 Acquisitions 120 — — — — 120 Foreign currency translation — (83 ) (1 ) — (10 ) (94 ) Balance, June 30, 2019 $ 9,636 $ 10,885 $ 4,991 $ 1,075 $ 360 $ 26,947 * The final determination of the goodwill assignment to segments may result in further measurement period adjustments to the preliminary values recorded in the purchase accounting for the merger (see Note 4). |
Schedule of Other Intangible Assets | Changes in the carrying amounts of other intangibles for the six months ended June 30, 2019 were as follows: (Millions of dollars) Customer relationships Brands/Tradenames Other Intangible Assets Total Cost: Balance, December 31, 2018 (1) $ 13,288 $ 2,288 $ 1,366 $ 16,942 Additions 25 6 10 41 Foreign currency translation (46 ) (10 ) (3 ) (59 ) Other (1 ) — 21 20 Balance, June 30, 2019 $ 13,266 $ 2,284 $ 1,394 $ 16,944 Less: Accumulated amortization Balance, December 31, 2018 $ (317 ) $ (22 ) $ (380 ) $ (719 ) Amortization expense (314 ) (18 ) (93 ) (425 ) Foreign currency translation (1 ) — 3 2 Other — — 2 2 Balance, June 30, 2019 $ (632 ) $ (40 ) $ (468 ) $ (1,140 ) Net balance at June 30, 2019 $ 12,634 $ 2,244 $ 926 $ 15,804 (1) Final determination of the intangible asset values may result in measurement period adjustments to the preliminary values recorded in the purchase accounting for the merger (see Note 4). |
Schedule of Estimated Future Amortization Expense | Total estimated annual amortization expense is as follows: (Millions of dollars) Remaining 2019 $ 465 2020 996 2021 839 2022 806 2023 783 Thereafter 10,246 Total amortization related to finite-lived intangible assets 14,135 Indefinite-lived intangible assets at June 30, 2019 1,669 Net intangible assets at June 30, 2019 $ 15,804 |
Retirement Programs (Tables)
Retirement Programs (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Retirement Benefits, Description [Abstract] | |
Schedule of Pension and OPEB Net Periodic Benefit Costs | The components of net pension and postretirement benefits other than pensions (“OPEB”) costs for the quarter and six months ended June 30, 2019 and 2018 are shown below: Quarter Ended June 30, Six Months Ended June 30, Pensions OPEB Pensions OPEB (Millions of dollars) 2019 2018 2019 2018 2019 2018 2019 2018 Amount recognized in Operating Profit Service cost $ 39 $ 12 $ — $ 1 $ 78 $ 24 $ 1 $ 1 Amount recognized in Net pension and OPEB cost (benefit), excluding service cost Interest cost 65 25 1 1 133 51 3 2 Expected return on plan assets (113 ) (41 ) — — (232 ) (83 ) — — Net amortization and deferral 14 18 (1 ) (1 ) 28 36 (2 ) (2 ) Curtailment and termination benefits (a) 10 — — — 10 — — — Settlement charge (b) — — — — 51 — — — (24 ) 2 — — (10 ) 4 1 — Net periodic benefit cost $ 15 $ 14 $ — $ 1 $ 68 $ 28 $ 2 $ 1 (a) In the second quarter of 2019, Linde recorded a curtailment gain of $7 million and a charge of $17 million for termination benefits in connection with a defined benefit pension plan freeze. (b) In the first quarter of 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. Accordingly, Linde recorded a pension settlement charge of $51 million ( $38 million after-tax, or $0.07 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, Sales Table | The table below presents sales and operating profit information about reportable segments and Other for the quarters and six months ended June 30, 2019 and 2018 . Prior periods presented have been recast to be consistent with the new segment structure: Quarter Ended June 30, Six Months Ended June 30, (Millions of dollars) 2019 2018 2019 2018 SALES (a) Americas $ 2,779 $ 1,865 $ 5,485 $ 3,715 EMEA 1,673 435 3,355 850 APAC 1,513 460 2,965 895 Engineering 752 — 1,388 — Other 487 284 955 567 Total sales $ 7,204 $ 3,044 $ 14,148 $ 6,027 Quarter Ended June 30, Six Months Ended June 30, (Millions of dollars) 2019 2018 2019 2018 SEGMENT OPERATING PROFIT Americas $ 646 $ 510 $ 1,231 $ 993 EMEA 332 93 679 180 APAC 310 108 588 214 Engineering 99 — 177 — Other (62 ) 2 (121 ) (2 ) Segment operating profit 1,325 713 2,554 1,385 Cost reduction programs and other charges (Note 3) (141 ) (24 ) (230 ) (43 ) Purchase accounting impacts - Linde AG (515 ) — (1,046 ) — Total operating profit $ 669 $ 689 $ 1,278 $ 1,342 (a) Sales reflect external sales only. Intersegment sales were not material. |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity And Noncontrolling Interests Disclosure [Abstract] | |
Schedule of Stockholders Equity | A summary of the changes in total equity for the quarter and six months ended June 30, 2019 and 2018 is provided below: Quarter Ended June 30, (Millions of dollars) 2019 2018 Activity Linde plc Noncontrolling Total Equity Linde plc Noncontrolling Interests Total Equity Balance, beginning of period $ 51,175 $ 5,457 $ 56,632 $ 6,368 $ 516 $ 6,884 Net income (b) 522 29 551 480 18 498 Other comprehensive income (loss) (142 ) (21 ) (163 ) (616 ) (21 ) (637 ) Noncontrolling interests: Additions (reductions) (a) — (3,074 ) (3,074 ) — 1 1 Dividends and other capital changes — (76 ) (76 ) — (13 ) (13 ) Redemption value adjustments — — — — — Dividends to Linde plc ordinary share holders ($0.875 per share in 2019 and $0.825 per share in 2018) (474 ) — (474 ) (237 ) — (237 ) Issuances of common stock: For the dividend reinvestment and stock purchase plan — — — 1 — 1 For employee savings and incentive plans (13 ) — (13 ) 15 — 15 Purchases of common stock (526 ) — (526 ) (1 ) — (1 ) Share-based compensation 22 — 22 17 — 17 Balance, end of period $ 50,564 $ 2,315 $ 52,879 $ 6,027 $ 501 $ 6,528 Six Months Ended June 30, (Millions of dollars) 2019 2018 Activity Linde plc Noncontrolling Total Linde plc Noncontrolling Total Balance, beginning of period $ 51,596 $ 5,484 $ 57,080 $ 6,018 $ 493 $ 6,511 Net income (b) 1,039 65 1,104 942 27 969 Other comprehensive income (loss) 79 (88 ) (9 ) (498 ) (10 ) (508 ) Noncontrolling interests: Additions (reductions) (a) — (3,066 ) (3,066 ) — 7 7 Dividends and other capital changes — (80 ) (80 ) — (16 ) (16 ) Redemption value adjustments — — — (2 ) — (2 ) Dividends to Linde plc ordinary share holders ($1.75 per share in 2019 and $1.65 per share in 2018) (951 ) — (951 ) (474 ) — (474 ) Issuances of common stock: — — — For the dividend reinvestment and stock purchase plan — — — 3 — 3 For employee savings and incentive plans (7 ) — (7 ) 18 — 18 Purchases of common stock (1,230 ) — (1,230 ) (1 ) — (1 ) Share-based compensation 38 — 38 21 — 21 Balance, end of period $ 50,564 $ 2,315 $ 52,879 $ 6,027 $ 501 $ 6,528 (a) As of the beginning of both periods, noncontrolling interests included approximately $3.2 billion relating to the 8% of Linde AG shares which were not tendered in the Exchange Offer and were intended to be the subject of a cash-merger squeeze-out. On April 8, 2019 Linde AG completed the merger squeeze-out of all of its minority shares. (b) Net income for noncontrolling interests excludes net income related to redeemable noncontrolling interests which is not significant for the quarter and $1 million for the six months ended June 30, 2019 ( $1 million and $2 million for the quarter and six months ended June 30, 2018 ), which is not part of total equity. |
Schedule of Accumulated Other Comprehensive Income (Loss) | The components of AOCI are as follows: June 30, December 31, (Millions of dollars) 2019 2018 Cumulative translation adjustment - net of taxes: Americas $ (3,258 ) $ (3,375 ) EMEA (138 ) 105 APAC (123 ) (114 ) Engineering 21 40 Other (34 ) (246 ) (3,532 ) (3,590 ) Derivatives - net of taxes (18 ) (2 ) Unrealized gain (loss) on securities — (1 ) Pension / OPEB funded status obligation (net of $275 million and $292 million tax benefit in June 30, 2019 and December 31, 2018, respectively) (827 ) (863 ) $ (4,377 ) $ (4,456 ) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Distribution Method | The following tables show sales by distribution method at the consolidated level and for each reportable segment and Other for the quarter and six months ended June 30, 2019 and June 30, 2018 . (Millions of dollars) Quarter Ended June 30, 2019 Sales Americas EMEA APAC Engineering Other Total % Merchant $ 735 $ 476 $ 551 $ — $ 53 $ 1,815 25 % On-Site 699 355 534 — — 1,588 22 % Packaged Gas 1,315 842 386 — 6 2,549 36 % Other 30 — 42 752 428 1,252 17 % $ 2,779 $ 1,673 $ 1,513 $ 752 $ 487 $ 7,204 100 % (Millions of dollars) Quarter Ended June 30, 2018 Sales Americas EMEA APAC Engineering Other Total % Merchant $ 697 $ 153 $ 156 $ — $ 31 $ 1,037 34 % On-Site 559 78 248 — — 885 29 % Packaged Gas 601 202 54 — — 857 28 % Other 8 2 2 — 253 265 9 % $ 1,865 $ 435 $ 460 $ — $ 284 $ 3,044 100 % (Millions of dollars) Six Months Ended June 30, 2019 Sales Americas EMEA APAC Engineering Other Total % Merchant $ 1,439 $ 903 $ 1,048 $ — $ 84 $ 3,474 25 % On-Site 1,402 732 1,064 — — 3,198 22 % Packaged Gas 2,602 1,716 779 — 6 5,103 36 % Other 42 4 74 1,388 865 2,373 17 % $ 5,485 $ 3,355 $ 2,965 $ 1,388 $ 955 $ 14,148 100 % (Millions of dollars) Six Months Ended June 30, 2018 Sales Americas EMEA APAC Engineering Other Total % Merchant $ 1,375 $ 300 $ 295 $ — $ 62 $ 2,032 34 % On-Site 1,135 159 492 — — 1,786 29 % Packaged Gas 1,192 386 105 — — 1,683 28 % Other 13 5 3 — 505 526 9 % $ 3,715 $ 850 $ 895 $ — $ 567 $ 6,027 100 % |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases is as follows: (Millions of dollars) June 30, 2019 Operating leases Operating lease right-of-use assets $ 998 Other current liabilities 249 Other long-term liabilities 715 Total operating lease liabilities $ 964 Finance leases Finance lease right-of-use assets $ 113 Current portion of long-term debt 22 Long-term debt 110 Total finance lease liabilities $ 132 |
Schedule of Supplemental Operating Lease Information | Supplemental operating lease information: June 30, 2019 Weighted average lease term (years) 7 years Weighted average discount rate 2.85 % |
Schedule of Future Operating Lease Payments | Future operating and financing lease payments as of June 30, 2019 are as follows (millions of dollars): Period Operating Leases Finance Leases Remaining 2019 $ 224 $ 28 2020 228 24 2021 182 19 2022 139 15 2023 92 6 Thereafter 276 68 Total future undiscounted lease payments $ 1,141 $ 160 Less imputed interest (177 ) (28 ) Total reported lease liability $ 964 $ 132 |
Schedule of Future Financing Lease Payments | Future operating and financing lease payments as of June 30, 2019 are as follows (millions of dollars): Period Operating Leases Finance Leases Remaining 2019 $ 224 $ 28 2020 228 24 2021 182 19 2022 139 15 2023 92 6 Thereafter 276 68 Total future undiscounted lease payments $ 1,141 $ 160 Less imputed interest (177 ) (28 ) Total reported lease liability $ 964 $ 132 |
Schedule of Future Operating Lease Payments | The amounts payable for operating leases were as follows: (Millions of dollars) Operating Leases 2019 $ 305 2020 236 2021 186 2022 145 2023 102 Thereafter 326 $ 1,300 |
Merger-related Divestitures, _2
Merger-related Divestitures, Discontinued Operations and Net Assets Held for Sale (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Divestitures, Discontinued Operations, and Assets Held For Sale | As of June 30, 2019 and December 31, 2018, the following assets and liabilities are reported as components of the net assets held for sale in the condensed consolidated balance sheets: Millions of dollars June 30, 2019 December 31, 2018 Assets Cash and cash equivalents $ 7 $ 182 Accounts receivable – net 27 297 Inventories 2 209 Prepaid and other current assets 1 54 Property, plant and equipment – net 79 2,005 Other Assets 42 187 Asset adjustments for estimated fair value (Note 4) 125 2,564 Total Assets Classified as Assets Held for Sale $ 283 $ 5,498 Liabilities Accounts payable 2 125 Deferred credits 4 206 Other liabilities 5 437 Total Liabilities Classified as Assets Held for Sale 11 768 Net Assets Classified as Held for Sale $ 272 $ 4,730 Millions of dollars Quarter Ended June 30, 2019 Six Months Ended June 30, 2019 Net sales $ 15 $ 430 Cost of sales 4 242 Other operating costs — 43 Operating profit $ 11 $ 145 Income from equity investments 2 4 Income taxes 4 51 Income from discontinued operations, net of tax $ 9 $ 98 Noncontrolling interests — (7 ) Income from discontinued operations, net of tax and noncontrolling interests $ 9 $ 91 The net carrying value of Linde AG's Americas business assets and liabilities divested on March 1, 2019 is presented below: Millions of dollars Carrying Value Assets Cash and cash equivalents $ 200 Accounts receivable – net 479 Inventories 181 Prepaid and other current assets 409 Property, plant and equipment – net 1,590 Equity investments 37 Goodwill 3 Other intangible assets – net 10 Other long-term assets 76 Asset adjustments for estimated fair value 1,650 Total Assets Divested $ 4,635 Liabilities Accounts payable $ 94 Accrued taxes 60 Other current liabilities 767 Long-term debt 2 Other long-term liabilities 98 Deferred credits 177 Total Liabilities Divested $ 1,198 Cumulative translation adjustment, net of taxes 12 Net Assets Divested $ 3,449 The net carrying value of Linde AG's South Korean business assets and liabilities divested on April 30, 2019 is presented below: Millions of dollars Carrying Value Assets Accounts receivable – net $ 27 Inventories 16 Property, plant and equipment – net 389 Asset adjustments for estimated fair value 879 Total Assets Divested $ 1,311 Liabilities Accounts payable $ 2 Accrued taxes 12 Other current liabilities 29 Long-term debt 6 Other long-term liabilities 3 Deferred credits 31 Total Liabilities Divested $ 83 Cumulative translation adjustment, net of taxes — Net Assets Divested $ 1,228 |
Formation of Linde Plc and Bu_2
Formation of Linde Plc and Business Combination of Praxair, Inc. and Linde AG (Details) | Jun. 30, 2019 | Dec. 31, 2018 | Nov. 01, 2018 |
1.20% Euro denominated notes due 2024 | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.20% | 1.20% | |
1.625% Euro denominated notes due 2025 | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.625% | 1.625% | |
Praxair | 1.50% Notes due 2020 | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.50% | ||
Praxair | 1.20% Euro denominated notes due 2024 | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.20% | ||
Praxair | 1.625% Euro denominated notes due 2025 | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.625% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets | $ 998 | |
Operating lease liabilities | $ 964 | |
Accounting Standards Update 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets | $ 1,200 | |
Operating lease liabilities | $ 1,200 |
Cost Reduction Programs and O_3
Cost Reduction Programs and Other Charges - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($)employee | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)employee | Jun. 30, 2018USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | $ 141 | $ 24 | $ 230 | $ 43 |
Cost reduction programs and other charges, after-tax and noncontrolling interest | 113 | $ 21 | 194 | $ 39 |
Cost reduction program charges | 76 | 109 | ||
Cost reduction program charges, net of tax | $ 61 | $ 89 | ||
Number of positions expected to be eliminated | employee | 1,100 | |||
Number of positions eliminated | employee | 700 | 700 | ||
Other charges, merger related | $ 65 | $ 121 | ||
Other charges, merger related, net of tax | 52 | 105 | ||
Cash requirement for the cost reduction program and other charges | 225 | 225 | ||
Payments made through June 30, 2019 | 135 | |||
Severance costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | 42 | 51 | ||
Payments made through June 30, 2019 | 37 | |||
Other cost reduction charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | $ 34 | 58 | ||
Payments made through June 30, 2019 | $ 21 |
Cost Reduction Programs and O_4
Cost Reduction Programs and Other Charges - Schedule of Charges (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | $ 141 | $ 24 | $ 230 | $ 43 |
Severance costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | 42 | 51 | ||
Other cost reduction charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | 34 | 58 | ||
Transaction related charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | 65 | 121 | ||
Operating Segments | Americas | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | 29 | 54 | ||
Operating Segments | Americas | Severance costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | 20 | 20 | ||
Operating Segments | Americas | Other cost reduction charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | 6 | 7 | ||
Operating Segments | Americas | Transaction related charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | 3 | 27 | ||
Operating Segments | EMEA | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | 16 | 15 | ||
Operating Segments | EMEA | Severance costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | 4 | 4 | ||
Operating Segments | EMEA | Other cost reduction charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | 2 | 9 | ||
Operating Segments | EMEA | Transaction related charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | 10 | 2 | ||
Operating Segments | APAC | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | 15 | 25 | ||
Operating Segments | APAC | Severance costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | 13 | 22 | ||
Operating Segments | APAC | Other cost reduction charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | 1 | 2 | ||
Operating Segments | APAC | Transaction related charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | 1 | 1 | ||
Operating Segments | Engineering | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | 4 | 11 | ||
Operating Segments | Engineering | Severance costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | 0 | 0 | ||
Operating Segments | Engineering | Other cost reduction charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | 4 | 11 | ||
Operating Segments | Engineering | Transaction related charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | 0 | 0 | ||
Operating Segments | Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | 77 | 125 | ||
Operating Segments | Other | Severance costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | 5 | 5 | ||
Operating Segments | Other | Other cost reduction charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | 21 | 29 | ||
Operating Segments | Other | Transaction related charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction programs and other charges | $ 51 | $ 91 |
Cost Reduction Programs and O_5
Cost Reduction Programs and Other Charges - Summary of Activity (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Restructuring Cost and Reserve [Line Items] | ||||
2019 Cost Reduction Programs and Other Charges | $ 141 | $ 24 | $ 230 | $ 43 |
Less: Cash payments | (135) | |||
Less: Non-cash charges | (4) | |||
Foreign currency translation and other | (1) | |||
Balance, June 30, 2019 | 90 | 90 | ||
Severance costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
2019 Cost Reduction Programs and Other Charges | 42 | 51 | ||
Less: Cash payments | (37) | |||
Less: Non-cash charges | 0 | |||
Foreign currency translation and other | 0 | |||
Balance, June 30, 2019 | 14 | 14 | ||
Other cost reduction charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
2019 Cost Reduction Programs and Other Charges | 34 | 58 | ||
Less: Cash payments | (21) | |||
Less: Non-cash charges | (4) | |||
Foreign currency translation and other | 0 | |||
Balance, June 30, 2019 | 33 | 33 | ||
Transaction related charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
2019 Cost Reduction Programs and Other Charges | 65 | 121 | ||
Less: Cash payments | (77) | |||
Less: Non-cash charges | 0 | |||
Foreign currency translation and other | (1) | |||
Balance, June 30, 2019 | $ 43 | $ 43 |
Merger of Praxair, Inc. and L_3
Merger of Praxair, Inc. and Linde AG - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019€ / shares | Dec. 31, 2018USD ($) | Dec. 31, 2018€ / shares | Oct. 31, 2018€ / shares | Oct. 31, 2018$ / shares | |
Business Acquisition [Line Items] | ||||||||||
Common stock par value (USD per share) | € / shares | € 0.01 | € 0.01 | € 0.001 | |||||||
Measurement period adjustments, increase (decrease) to asset held for sale | $ (47) | |||||||||
Goodwill | $ 26,947 | 26,947 | $ 26,874 | |||||||
Pre-tax costs related to the close of the merger | (683) | $ (643) | (1,254) | $ (1,248) | ||||||
After tax costs related to the close of the merger | 551 | 498 | 1,104 | 969 | ||||||
Payment for acquisition | 140 | 0 | ||||||||
Acquisition-related Costs | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Pre-tax costs related to the close of the merger | $ 69 | (140) | $ 129 | |||||||
Fair Value Adjustment to Inventory | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Pre-tax costs related to the close of the merger | (10) | |||||||||
After tax costs related to the close of the merger | 8 | |||||||||
Pension Settlement Charge | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Pre-tax costs related to the close of the merger | (51) | |||||||||
After tax costs related to the close of the merger | 40 | |||||||||
Linde AG | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share conversion ratio | 1.54 | 1.54 | ||||||||
Percent of Linde AG shares tendered | 92.00% | 92.00% | ||||||||
Goodwill | $ 24,193 | 24,193 | ||||||||
Linde AG | LInde AG Korean Businesses | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Measurement period adjustments, increase (decrease) to asset held for sale | $ 324 | |||||||||
Linde AG | Linde AG Americas Businesses | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Measurement period adjustments, increase (decrease) to asset held for sale | $ (296) | |||||||||
Praxair | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common stock par value (USD per share) | $ / shares | $ 0.01 | |||||||||
Closing stock price (in dollars per share) | $ / shares | $ 164.50 |
Merger of Praxair, Inc. and L_4
Merger of Praxair, Inc. and Linde AG - Schedule of Purchase Price (Details) $ / shares in Units, $ in Millions | Oct. 31, 2018USD ($)$ / sharesshares | Apr. 08, 2019shares |
Linde AG | ||
Business Acquisition [Line Items] | ||
Business combination agreement exchange ratio | 1.54 | |
Linde plc ordinary shares issued in exchange for Linde AG (in shares) | 263,148 | |
Purchase price | $ | $ 43,288 | |
Linde AG | ||
Business Acquisition [Line Items] | ||
Common stock tendered (in shares) | 170,875,000 | 14,763,113 |
Praxair | ||
Business Acquisition [Line Items] | ||
Per share price of Praxair, Inc. common stock (in dollars per share) | $ / shares | $ 164.50 |
Merger of Praxair, Inc. and L_5
Merger of Praxair, Inc. and Linde AG - Summary Assets and Liabilities Acquired (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Assets | ||
Goodwill | $ 26,947 | $ 26,874 |
Linde AG | ||
Business Acquisition [Line Items] | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Held-For-Sale Assets | 296 | |
Assets | ||
Cash and cash equivalents | 1,363 | |
Accounts receivable – net | 2,859 | |
Inventories | 1,452 | |
Assets held for sale | 5,208 | |
Prepaid and other current assets | 1,251 | |
Property, plant and equipment | 19,366 | |
Equity investments | 1,395 | |
Goodwill | 24,193 | |
Other intangible assets | 15,592 | |
Other long-term assets | 978 | |
Total Assets Acquired | 73,657 | |
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 | 3,032 | |
Long-term debt | 6,295 | |
Other long-term liabilities | 1,908 | |
Deferred credits, including deferred income taxes | 6,752 | |
Total Liabilities Assumed | 25,223 | |
Less: Noncontrolling Interests | 5,146 | |
Purchase Price | 43,288 | |
Linde Korea Divestiture | ||
Business Acquisition [Line Items] | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Held-For-Sale Assets | $ (324) |
Merger of Praxair, Inc. and L_6
Merger of Praxair, Inc. and Linde AG - Pro Forma Information (Details) - Linde AG - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Business Acquisition [Line Items] | ||||
Sales | $ 7,204 | $ 7,660 | $ 14,148 | $ 15,061 |
Income from continuing operations | $ 513 | $ 657 | $ 996 | $ 1,256 |
Diluted earnings per share from continuing operations (in dollars per share) | $ 0.94 | $ 1.18 | $ 1.82 | $ 2.26 |
Praxair | ||||
Business Acquisition [Line Items] | ||||
Sales | $ 25 | $ 456 | $ 55 | $ 891 |
Income from continuing operations | $ 4 | $ 100 | $ 9 | $ 191 |
Supplemental Information (Detai
Supplemental Information (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Inventories | ||
Raw materials and supplies | $ 362 | $ 339 |
Work in process | 337 | 321 |
Finished goods | 1,009 | 991 |
Total inventories | $ 1,708 | $ 1,651 |
Debt - Long-term And Short-term
Debt - Long-term And Short-term Debt (Details) € in Millions, $ in Millions, $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019EUR (€) | Jun. 30, 2019AUD ($) | May 31, 2019USD ($) | Feb. 28, 2019USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Debt Disclosure [Abstract] | |||||||
Commercial paper and U.S. bank borrowings | $ 785 | $ 829 | |||||
Other bank borrowings (primarily international) | 690 | 656 | |||||
Total short-term debt | 1,475 | 1,485 | |||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 12,482 | 13,811 | |||||
Less: current portion of long-term debt | (227) | (1,523) | |||||
Total long-term debt | 12,255 | 12,288 | |||||
Total debt | 13,957 | 15,296 | |||||
Debt repaid | 1,311 | $ 505 | |||||
1.90% Notes due 2019 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 0 | $ 500 | |||||
Debt repaid | $ 500 | ||||||
Interest rate | 1.90% | 1.90% | 1.90% | ||||
Variable rate notes due 2019 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 0 | $ 150 | |||||
Debt repaid | $ 100 | $ 150 | |||||
1.75% Euro denominated notes due 2019 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 0 | $ 578 | |||||
Debt repaid | € | € 500 | ||||||
Interest rate | 1.75% | 1.75% | |||||
4.25% AUD denominated notes due 2019 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 0 | $ 71 | |||||
Interest rate | 4.25% | 4.25% | |||||
Variable rate notes due 2019 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 200 | $ 200 | |||||
2.25% Notes due 2020 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 300 | $ 299 | |||||
Interest rate | 2.25% | 2.25% | |||||
1.75% Euro denominated notes due 2020 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 1,163 | $ 1,185 | |||||
Interest rate | 1.75% | 1.75% | |||||
0.634% Euro denominated notes due 2020 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 58 | $ 58 | |||||
Interest rate | 0.634% | 0.634% | |||||
4.05% Notes due 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 499 | $ 499 | |||||
Interest rate | 4.05% | 4.05% | |||||
3.875% Euro denominated notes due 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 735 | $ 755 | |||||
Interest rate | 3.875% | 3.875% | |||||
3.00% Notes due 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 498 | $ 498 | |||||
Interest rate | 3.00% | 3.00% | |||||
0.250% Euro denominated notes due 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 1,147 | $ 1,156 | |||||
Interest rate | 0.25% | 0.25% | |||||
2.45% Notes due 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 598 | $ 598 | |||||
Interest rate | 2.45% | 2.45% | |||||
2.20% Notes due 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 499 | $ 498 | |||||
Interest rate | 2.20% | 2.20% | |||||
2.70% Notes due 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 498 | $ 498 | |||||
Interest rate | 2.70% | 2.70% | |||||
2.00% Euro denominated notes due 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 796 | $ 805 | |||||
Interest rate | 2.00% | 2.00% | |||||
5.875% GBP denominated notes due 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 447 | $ 454 | |||||
Interest rate | 5.875% | 5.875% | |||||
1.20% Euro denominated notes due 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 623 | $ 628 | |||||
Interest rate | 1.20% | 1.20% | |||||
1.875% Euro denominated notes due 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 369 | $ 373 | |||||
Interest rate | 1.875% | 1.875% | |||||
2.65% Notes due 2025 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 398 | $ 398 | |||||
Interest rate | 2.65% | 2.65% | |||||
1.625% Euro denominated notes due 2025 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 563 | $ 568 | |||||
Interest rate | 1.625% | 1.625% | |||||
3.20% Notes due 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 725 | $ 725 | |||||
Interest rate | 3.20% | 3.20% | |||||
3.434% Notes due 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 196 | $ 195 | |||||
Interest rate | 3.434% | 3.434% | |||||
1.652% Euro denominated notes due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 95 | $ 96 | |||||
Interest rate | 1.652% | 1.652% | |||||
1.00% Euro denominated notes due 2028 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 885 | $ 861 | |||||
Interest rate | 1.00% | 1.00% | |||||
1.90% Euro denominated notes due 2030 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 120 | $ 121 | |||||
Interest rate | 1.90% | 1.90% | |||||
3.55% Notes due 2042 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 662 | $ 662 | |||||
Interest rate | 3.55% | 3.55% | |||||
Other | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 10 | $ 10 | |||||
International bank borrowings | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 266 | 291 | |||||
Obligations under capital leases | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 132 | 81 | |||||
Designated as Hedging Instrument | Fair Value Hedging | Interest Rate Swap | |||||||
Debt Instrument [Line Items] | |||||||
Fair value decrease in debt related to hedge accounting | $ 14 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 6 Months Ended | ||
Jun. 30, 2019USD ($) | Mar. 29, 2019USD ($)extension_option | Dec. 31, 2018USD ($) | |
Line of Credit Facility [Line Items] | |||
Borrowings outstanding | $ 1,475,000,000 | $ 1,485,000,000 | |
Credit Agreement | Unsecured Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Total commitments | $ 5,000,000,000 | ||
Additional commitment available | $ 6,500,000,000 | ||
Number of extension options | extension_option | 2 | ||
Extension period | 1 year | ||
Borrowings outstanding | $ 0 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Derivative Instruments in Statement of Financial Position, Fair Value (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Derivative [Line Items] | ||
Notional Amounts | $ 13,931 | $ 11,734 |
Fair Value, Assets | 165 | 193 |
Fair Value, Liabilities | 121 | 121 |
Prepaid and other current assets | ||
Derivative [Line Items] | ||
Fair Value, Assets | 85 | |
Other long-term assets | ||
Derivative [Line Items] | ||
Fair Value, Assets | 80 | |
Other current liabilities | ||
Derivative [Line Items] | ||
Fair Value, Assets | 78 | |
Other long-term liabilities | ||
Derivative [Line Items] | ||
Fair Value, Assets | 43 | |
Derivatives Not Designated as Hedging Instruments | ||
Derivative [Line Items] | ||
Notional Amounts | 11,170 | 9,412 |
Fair Value, Assets | 65 | 178 |
Fair Value, Liabilities | 106 | 108 |
Derivatives Not Designated as Hedging Instruments | Balance sheet items | ||
Derivative [Line Items] | ||
Notional Amounts | 8,979 | 6,357 |
Fair Value, Assets | 27 | 24 |
Fair Value, Liabilities | 41 | 42 |
Derivatives Not Designated as Hedging Instruments | Forecasted transactions | ||
Derivative [Line Items] | ||
Notional Amounts | 938 | 945 |
Fair Value, Assets | 11 | 15 |
Fair Value, Liabilities | 41 | 17 |
Derivatives Not Designated as Hedging Instruments | Interest rate/Cross-currency interest rate swaps | ||
Derivative [Line Items] | ||
Notional Amounts | 1,253 | 2,110 |
Fair Value, Assets | 27 | 112 |
Fair Value, Liabilities | 24 | 40 |
Derivatives Not Designated as Hedging Instruments | Commodity contracts | ||
Derivative [Line Items] | ||
Notional Amounts | 0 | 0 |
Fair Value, Assets | 0 | 27 |
Fair Value, Liabilities | 0 | 9 |
Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Notional Amounts | 2,761 | 2,322 |
Fair Value, Assets | 100 | 15 |
Fair Value, Liabilities | 15 | 13 |
Designated as Hedging Instrument | Forecasted transactions | ||
Derivative [Line Items] | ||
Notional Amounts | 584 | 158 |
Fair Value, Assets | 34 | 2 |
Fair Value, Liabilities | 9 | 3 |
Designated as Hedging Instrument | Commodity contracts | ||
Derivative [Line Items] | ||
Notional Amounts | 0 | 0 |
Fair Value, Assets | 22 | 0 |
Fair Value, Liabilities | 2 | 0 |
Designated as Hedging Instrument | Interest rate swaps | ||
Derivative [Line Items] | ||
Notional Amounts | 2,142 | 2,164 |
Fair Value, Assets | 43 | 13 |
Fair Value, Liabilities | 3 | $ 10 |
Designated as Hedging Instrument | Balance sheet items | ||
Derivative [Line Items] | ||
Notional Amounts | 35 | |
Fair Value, Assets | 1 | |
Fair Value, Liabilities | $ 1 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Derivative [Line Items] | ||
Derivative Notional | $ 13,931 | $ 11,734 |
Net Investment Hedging | ||
Derivative [Line Items] | ||
Exchange rate movements reducing long-term debt | 206 | |
Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Derivative Notional | 2,761 | 2,322 |
Interest Rate Swap | Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Derivative Notional | 2,142 | 2,164 |
Interest Rate Swap | Designated as Hedging Instrument | Fair Value Hedging | ||
Derivative [Line Items] | ||
Derivative Notional | 1,920 | 2,164 |
Treasury Lock | Cash Flow Hedging | ||
Derivative [Line Items] | ||
Unrecognized aggregated losses related to terminated treasury rate lock contracts | 2 | 2 |
Unrecognized aggregated losses related to terminated treasury rate lock contracts, net of taxes | 1 | $ 1 |
3.00% Notes due 2021 | ||
Derivative [Line Items] | ||
Face amount | $ 500 | |
Interest rate | 3.00% | 3.00% |
2.20% Notes due 2022 | ||
Derivative [Line Items] | ||
Face amount | $ 500 | |
Interest rate | 2.20% | 2.20% |
Financial Instruments - Sched_2
Financial Instruments - Schedule of Derivative Instruments Not Designated as Hedging Instruments Table (Details) - Derivatives Not Designated as Hedging Instruments - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Derivative [Line Items] | ||||
Amount of Pre-Tax Gain (Loss) Recognized in Earnings | $ (121) | $ (69) | $ 71 | $ (31) |
Debt-related | ||||
Derivative [Line Items] | ||||
Amount of Pre-Tax Gain (Loss) Recognized in Earnings | (125) | (68) | 69 | (32) |
Other balance sheet items | ||||
Derivative [Line Items] | ||||
Amount of Pre-Tax Gain (Loss) Recognized in Earnings | $ 4 | $ (1) | $ 2 | $ 1 |
Fair Value Disclosures - Schedu
Fair Value Disclosures - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Assets and Liabilities Measured on a Recurring Basis | ||
Derivative assets | $ 165 | $ 193 |
Derivative liabilities | 121 | 121 |
Level 1 | Fair Value, Measurements, Recurring | ||
Assets and Liabilities Measured on a Recurring Basis | ||
Derivative assets | 0 | 0 |
Investments and securities | 21 | 22 |
Total | 21 | 22 |
Derivative liabilities | 0 | 0 |
Level 2 | Fair Value, Measurements, Recurring | ||
Assets and Liabilities Measured on a Recurring Basis | ||
Derivative assets | 165 | 193 |
Investments and securities | 0 | 0 |
Total | 165 | 193 |
Derivative liabilities | 121 | 121 |
Level 3 | Fair Value, Measurements, Recurring | ||
Assets and Liabilities Measured on a Recurring Basis | ||
Derivative assets | 0 | 0 |
Investments and securities | 29 | 30 |
Total | 29 | 30 |
Derivative liabilities | $ 0 | $ 0 |
Fair Value Disclosures - Sche_2
Fair Value Disclosures - Schedule of Level 3 Investments and Securities (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 30 |
Gains (losses) recognized in earnings | (1) |
Ending balance | $ 29 |
Fair Value Disclosures - Narrat
Fair Value Disclosures - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Carrying value | $ 12,482 | $ 13,811 |
Level 2 | ||
Debt Instrument [Line Items] | ||
Estimated fair value of long-term debt portfolio | $ 12,819 | $ 13,725 |
Earnings Per Share _ Linde pl_3
Earnings Per Share – Linde plc Shareholders (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Numerator | ||||
Income from continuing operations | $ 513 | $ 480 | $ 948 | $ 942 |
Income from discontinued operations | 9 | 0 | 91 | 0 |
Net Income – Linde plc | $ 522 | $ 480 | $ 1,039 | $ 942 |
Denominator | ||||
Weighted average shares outstanding (in shares) | 542,356,000 | 287,467,000 | 543,834,000 | 287,321,000 |
Shares earned and issuable under compensation plans (in shares) | 205,000 | 336,000 | 199,000 | 333,000 |
Weighted average shares used in basic earnings per share (in shares) | 542,561,000 | 287,803,000 | 544,033,000 | 287,654,000 |
Stock options and awards (in shares) | 3,927,000 | 3,105,000 | 3,738,000 | 3,272,000 |
Weighted average shares used in diluted earnings per share (in shares) | 546,488,000 | 290,908,000 | 547,771,000 | 290,926,000 |
Basic earnings per share from continuing operations (in dollars per share) | $ 0.95 | $ 1.67 | $ 1.74 | $ 3.27 |
Basic earnings per share from discontinued operations (in dollars per share) | 0.02 | 0 | 0.17 | 0 |
Basic Earnings Per Share (in dollars per share) | 0.97 | 1.67 | 1.91 | 3.27 |
Diluted earnings per share from continuing operations (in dollars per share) | 0.94 | 1.65 | 1.73 | 3.24 |
Diluted earnings per share from discontinued operations (in dollars per share) | 0.02 | 0 | 0.17 | 0 |
Diluted Earnings Per Share (in dollars per share) | $ 0.96 | $ 1.65 | $ 1.90 | $ 3.24 |
Antidilutive shares excluded from computation of earnings per share (in shares) | 0 | 0 | 0 | 0 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | $ 26,874 |
Measurement period adjustments | 47 |
Acquisitions | 120 |
Foreign currency translation | (94) |
Goodwill, Ending Balance | 26,947 |
Americas | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 9,174 |
Measurement period adjustments | 342 |
Acquisitions | 120 |
Foreign currency translation | 0 |
Goodwill, Ending Balance | 9,636 |
EMEA | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 10,960 |
Measurement period adjustments | 8 |
Acquisitions | 0 |
Foreign currency translation | (83) |
Goodwill, Ending Balance | 10,885 |
APAC | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 5,295 |
Measurement period adjustments | (303) |
Acquisitions | 0 |
Foreign currency translation | (1) |
Goodwill, Ending Balance | 4,991 |
Engineering | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 1,075 |
Measurement period adjustments | 0 |
Acquisitions | 0 |
Foreign currency translation | 0 |
Goodwill, Ending Balance | 1,075 |
Other | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 370 |
Measurement period adjustments | 0 |
Acquisitions | 0 |
Foreign currency translation | (10) |
Goodwill, Ending Balance | $ 360 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Narrative (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment of goodwill | $ 0 |
Remaining weighted-average amortization period for intangible assets | 26 years |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Finite-lived Intangible Assets [Roll Forward] | ||
Beginning Period Cost | $ 16,942 | |
Additions | 41 | |
Foreign currency translation | (59) | |
Other | (20) | |
Ending Period Cost | 16,944 | |
Beginning Accumulated Amortization | (719) | |
Amortization expense | (425) | |
Foreign currency translation | 2 | |
Other | 2 | |
Ending Accumulated Amortization | (1,140) | |
Net intangible assets at June 30, 2019 | 15,804 | $ 16,223 |
Customer relationships | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Beginning Period Cost | 13,288 | |
Additions | 25 | |
Foreign currency translation | (46) | |
Other | 1 | |
Ending Period Cost | 13,266 | |
Beginning Accumulated Amortization | (317) | |
Amortization expense | (314) | |
Foreign currency translation | (1) | |
Other | 0 | |
Ending Accumulated Amortization | (632) | |
Net intangible assets at June 30, 2019 | 12,634 | |
Brands/Tradenames | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Beginning Period Cost | 2,288 | |
Additions | 6 | |
Foreign currency translation | (10) | |
Other | 0 | |
Ending Period Cost | 2,284 | |
Beginning Accumulated Amortization | (22) | |
Amortization expense | (18) | |
Foreign currency translation | 0 | |
Other | 0 | |
Ending Accumulated Amortization | (40) | |
Net intangible assets at June 30, 2019 | 2,244 | |
Other Intangible Assets | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Beginning Period Cost | 1,366 | |
Additions | 10 | |
Foreign currency translation | (3) | |
Other | (21) | |
Ending Period Cost | 1,394 | |
Beginning Accumulated Amortization | (380) | |
Amortization expense | (93) | |
Foreign currency translation | 3 | |
Other | 2 | |
Ending Accumulated Amortization | (468) | |
Net intangible assets at June 30, 2019 | $ 926 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining 2019 | $ 465 | |
2020 | 996 | |
2021 | 839 | |
2022 | 806 | |
2023 | 783 | |
Thereafter | 10,246 | |
Total amortization related to finite-lived intangible assets | 14,135 | |
Indefinite-lived intangible assets at June 30, 2019 | 1,669 | |
Net intangible assets at June 30, 2019 | $ 15,804 | $ 16,223 |
Retirement Programs - Schedule
Retirement Programs - Schedule of Pension and OPEB Net Periodic Benefit Costs (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Net pension and OPEB cost (benefit) | $ (24) | $ 2 | $ (9) | $ 4 | |
Curtailment gain for termination benefits in connection with a define benefit pension plan freeze | 7 | ||||
Curtailment charge for termination benefits in connection with a define benefit pension plan freeze | 17 | ||||
Benefits paid | $ 91 | ||||
Pensions | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | 39 | 12 | 78 | 24 | |
Interest cost | 65 | 25 | 133 | 51 | |
Expected return on plan assets | (113) | (41) | (232) | (83) | |
Net amortization and deferral | 14 | 18 | 28 | 36 | |
Curtailment and termination benefits | 10 | 0 | 10 | 0 | |
Settlement charge | 0 | 51 | 0 | 51 | 0 |
Net pension and OPEB cost (benefit) | (24) | 2 | (10) | 4 | |
Net periodic benefit cost | 15 | 14 | 68 | 28 | |
After-tax pension settlement charges | $ 38 | ||||
Settlement charges per diluted share (in dollars per share) | $ 0.07 | ||||
OPEB | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | 0 | 1 | 1 | 1 | |
Interest cost | 1 | 1 | 3 | 2 | |
Expected return on plan assets | 0 | 0 | 0 | 0 | |
Net amortization and deferral | (1) | (1) | (2) | (2) | |
Curtailment and termination benefits | 0 | 0 | 0 | 0 | |
Settlement charge | 0 | 0 | 0 | 0 | |
Net pension and OPEB cost (benefit) | 0 | 0 | 1 | 0 | |
Net periodic benefit cost | $ 0 | $ 1 | $ 2 | $ 1 |
Retirement Programs - Narrative
Retirement Programs - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Pension contributions | $ 43 | $ 10 |
Minimum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Required contributions to pension plans for 2019 | 95 | |
Maximum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Required contributions to pension plans for 2019 | $ 160 |
Commitments and Contingencies (
Commitments and Contingencies (Details) R$ in Millions, $ in Millions | Jun. 30, 2019USD ($) | Apr. 23, 2019€ / shares | Apr. 08, 2019shares | Oct. 31, 2018shares | Sep. 01, 2010USD ($) | Sep. 01, 2010BRL (R$) |
Other Commitments [Line Items] | ||||||
Brazil tax matters estimated exposure | $ | $ 210 | |||||
White Martins | ||||||
Other Commitments [Line Items] | ||||||
Initial CADE civil fine imposed | $ 574 | R$ 2200 | ||||
Revised CADE civil fine | 444 | 1,700 | ||||
Linde Gaes Ltda. | ||||||
Other Commitments [Line Items] | ||||||
Initial CADE civil fine imposed | 62 | 237 | ||||
Revised CADE civil fine | $ 49 | R$ 188 | ||||
Linde AG | ||||||
Other Commitments [Line Items] | ||||||
Linde AG shares outstanding (in shares) | shares | 14,763,113 | 170,875,000 | ||||
Squeeze-Out Transaction | Linde AG | ||||||
Other Commitments [Line Items] | ||||||
Cash consideration per share | € / shares | € 189.46 |
Segments (Details)
Segments (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)segment | Jun. 30, 2018USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of geographic segments | segment | 3 | |||
Total sales | $ 7,204 | $ 3,044 | $ 14,148 | $ 6,027 |
Segment operating profit | 669 | 689 | 1,278 | 1,342 |
Cost reduction programs and other charges (Note 3) | (141) | (24) | (230) | (43) |
Americas | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 2,779 | 1,865 | 5,485 | 3,715 |
EMEA | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 1,673 | 435 | 3,355 | 850 |
APAC | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 1,513 | 460 | 2,965 | 895 |
Engineering | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 752 | 0 | 1,388 | 0 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 487 | 284 | 955 | 567 |
Total | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 7,204 | 3,044 | 14,148 | 6,027 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Purchase accounting impacts - Linde AG | (515) | 0 | (1,046) | 0 |
Operating Segments | Americas | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 2,779 | 1,865 | 5,485 | 3,715 |
Segment operating profit | 646 | 510 | 1,231 | 993 |
Operating Segments | EMEA | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 1,673 | 435 | 3,355 | 850 |
Segment operating profit | 332 | 93 | 679 | 180 |
Operating Segments | APAC | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 1,513 | 460 | 2,965 | 895 |
Segment operating profit | 310 | 108 | 588 | 214 |
Operating Segments | Engineering | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 752 | 0 | 1,388 | 0 |
Segment operating profit | 99 | 0 | 177 | 0 |
Operating Segments | Other | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 487 | 284 | 955 | 567 |
Segment operating profit | (62) | 2 | (121) | (2) |
Operating Segments | Total | ||||
Segment Reporting Information [Line Items] | ||||
Segment operating profit | 1,325 | 713 | 2,554 | 1,385 |
Cost reduction programs and other charges (Note 3) | $ 141 | $ 24 | $ 230 | $ 43 |
Equity - Schedule of Stockholde
Equity - Schedule of Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Stockholders' Equity Attributable to Parent | $ 50,564 | $ 50,564 | $ 51,596 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Balance, beginning of period | 56,632 | $ 6,884 | 57,080 | $ 6,511 | |
Net income | 551 | 498 | 1,104 | 969 | |
Other comprehensive income (loss) | (163) | (637) | (9) | (508) | |
Additions (reductions) | (3,074) | 1 | (3,066) | 7 | |
Dividends and other capital changes | (76) | (13) | (80) | (16) | |
Redemption value adjustments | 0 | 2 | |||
Dividends to Linde plc ordinary share holders ($0.875 per share in 2019 and $0.825 per share in 2018) | (474) | (237) | (951) | (474) | |
For the dividend reinvestment and stock purchase plan | 1 | 0 | 3 | ||
For employee savings and incentive plans | (13) | 15 | (7) | 18 | |
Purchases of common stock | (526) | (1) | (1,230) | (1) | |
Share-based compensation | 22 | 17 | 38 | 21 | |
Balance, end of period | $ 52,879 | $ 6,528 | $ 52,879 | $ 6,528 | |
Dividends paid (in dollars per share) | $ 0.875 | $ 0.825 | $ 1.75 | $ 1.65 | |
Non-controlling participation exchanged (as a percent) | 8.00% | 8.00% | |||
Net income related to redeemable noncontrolling interests | $ 1 | $ 1 | $ 1 | $ 2 | |
Linde plc Shareholders’ Equity | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Balance, beginning of period | 51,175 | 6,368 | 6,018 | ||
Net income | 522 | 480 | 1,039 | 942 | |
Other comprehensive income (loss) | (142) | (616) | 79 | (498) | |
Redemption value adjustments | 2 | ||||
Dividends to Linde plc ordinary share holders ($0.875 per share in 2019 and $0.825 per share in 2018) | (474) | (237) | (951) | (474) | |
For the dividend reinvestment and stock purchase plan | 1 | 0 | 3 | ||
For employee savings and incentive plans | (13) | 15 | (7) | 18 | |
Purchases of common stock | (526) | (1) | (1,230) | (1) | |
Share-based compensation | 22 | 17 | 38 | 21 | |
Balance, end of period | 50,564 | 6,027 | 50,564 | 6,027 | |
Noncontrolling Interests | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Balance, beginning of period | 5,457 | 516 | 5,484 | 493 | |
Net income | 29 | 18 | 65 | 27 | |
Other comprehensive income (loss) | (21) | (21) | (88) | (10) | |
Additions (reductions) | (3,074) | 1 | (3,066) | 7 | |
Dividends and other capital changes | (76) | (13) | (80) | (16) | |
Balance, end of period | $ 2,315 | $ 501 | $ 2,315 | 501 | |
Linde AG | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Noncontrolling interest, ownership percentage by noncontrolling owners | $ 3,200 |
Equity - Schedule of Accumulate
Equity - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||
Cumulative translation adjustment - net of taxes | $ (3,590) | $ (3,532) |
Derivatives - net of taxes | (2) | (18) |
Unrealized gain (loss) on securities | (1) | |
Pension / OPEB funded status obligation (net of $275 million and $292 million tax benefit in June 30, 2019 and December 31, 2018, respectively) | (863) | (827) |
Accumulated other comprehensive income (loss) (Note 14) | (4,456) | (4,377) |
Pension / OPEB funded status obligation, tax benefit | 292 | 275 |
Americas | ||
Segment Reporting Information [Line Items] | ||
Cumulative translation adjustment - net of taxes | (3,375) | (3,258) |
EMEA | ||
Segment Reporting Information [Line Items] | ||
Cumulative translation adjustment - net of taxes | 105 | (138) |
APAC | ||
Segment Reporting Information [Line Items] | ||
Cumulative translation adjustment - net of taxes | (114) | (123) |
Engineering | ||
Segment Reporting Information [Line Items] | ||
Cumulative translation adjustment - net of taxes | 40 | 21 |
Other | ||
Segment Reporting Information [Line Items] | ||
Cumulative translation adjustment - net of taxes | $ (246) | $ (34) |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2019USD ($)segment | Dec. 31, 2018USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Number of geographic segments | segment | 3 | |
Contract assets | $ 405 | $ 283 |
Contract liabilities | 1,880 | 1,934 |
Contract liabilities, current | 1,682 | 1,546 |
Deferred Income, Current | 234 | |
Contract liabilities in other long-term liabilities | 198 | $ 154 |
Revenue recognized | 780 | |
Estimated consideration related to unsatisfied performance obligations | $ 46,000 | |
Revenue from Contract with Customer | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 83.00% | |
Americas, APAC, and EMEA Segments | ||
Disaggregation of Revenue [Line Items] | ||
Number of geographic segments | segment | 3 | |
Engineering | Revenue from Contract with Customer | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 17.00% | |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
On-site product supply contract | 10 years | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
On-site product supply contract | 20 years |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenue by Distribution Method (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Total sales | $ 7,204 | $ 3,044 | $ 14,148 | $ 6,027 |
Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 2,779 | 1,865 | 5,485 | 3,715 |
EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 1,673 | 435 | 3,355 | 850 |
APAC | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 1,513 | 460 | 2,965 | 895 |
Engineering | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 752 | 0 | 1,388 | 0 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 487 | 284 | 955 | 567 |
Merchant | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 1,815 | 1,037 | 3,474 | 2,032 |
Merchant | Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 735 | 697 | 1,439 | 1,375 |
Merchant | EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 476 | 153 | 903 | 300 |
Merchant | APAC | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 551 | 156 | 1,048 | 295 |
Merchant | Engineering | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 0 | 0 | 0 | 0 |
Merchant | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 53 | 31 | 84 | 62 |
On-Site | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 1,588 | 885 | 3,198 | 1,786 |
On-Site | Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 699 | 559 | 1,402 | 1,135 |
On-Site | EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 355 | 78 | 732 | 159 |
On-Site | APAC | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 534 | 248 | 1,064 | 492 |
On-Site | Engineering | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 0 | 0 | 0 | 0 |
On-Site | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 0 | 0 | 0 | 0 |
Packaged Gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 2,549 | 857 | 5,103 | 1,683 |
Packaged Gas | Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 1,315 | 601 | 2,602 | 1,192 |
Packaged Gas | EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 842 | 202 | 1,716 | 386 |
Packaged Gas | APAC | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 386 | 54 | 779 | 105 |
Packaged Gas | Engineering | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 0 | 0 | 0 | 0 |
Packaged Gas | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 6 | 0 | 6 | 0 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 1,252 | 265 | 2,373 | 526 |
Other | Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 30 | 8 | 42 | 13 |
Other | EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 0 | 2 | 4 | 5 |
Other | APAC | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 42 | 2 | 74 | 3 |
Other | Engineering | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 752 | 0 | 1,388 | 0 |
Other | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | $ 428 | $ 253 | $ 865 | $ 505 |
Revenue from Contract with Customer | Sales Channel | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Revenue from Contract with Customer | Sales Channel | Merchant | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 25.00% | 34.00% | 25.00% | 34.00% |
Revenue from Contract with Customer | Sales Channel | On-Site | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 22.00% | 29.00% | 22.00% | 29.00% |
Revenue from Contract with Customer | Sales Channel | Packaged Gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 36.00% | 28.00% | 36.00% | 28.00% |
Revenue from Contract with Customer | Sales Channel | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 17.00% | 9.00% | 17.00% | 9.00% |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | |||
Operating Leases, Future Minimum Payments Due | $ 1,300 | ||
Leases and rental expense under operating lease right of use assets | $ 88 | $ 182 | |
Total lease and rental expenses related to finance lease right of use assets | 7 | 13 | |
Operating cash flows from operating leases | $ 85 | $ 170 | |
Capital Leases, Future Minimum Payments Due | $ 104 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information (Details) $ in Millions | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
Operating lease right-of-use assets | $ 998 |
Other current liabilities | 249 |
Other long-term liabilities | 715 |
Total operating lease liabilities | 964 |
Finance lease right-of-use assets | 113 |
Current portion of long-term debt | 22 |
Long-term debt | 110 |
Total finance lease liabilities | $ 132 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Operating Lease Information (Details) $ in Millions | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
Total reported lease liability | $ 964 |
Operating lease right-of-use assets | $ 998 |
Weighted average lease term (years) | 7 years |
Weighted average discount rate | 2.85% |
Leases - Schedule of Future Lea
Leases - Schedule of Future Lease Payments (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Operating Leases | ||
Remaining 2019 | $ 224 | |
2020 | 228 | |
2021 | 182 | |
2022 | 139 | |
2023 | 92 | |
Thereafter | 276 | |
Total future undiscounted lease payments | 1,141 | |
Less imputed interest | (177) | |
Total reported lease liability | 964 | |
Finance Leases | ||
Remaining 2019 | 28 | |
2020 | 24 | |
2021 | 19 | |
2022 | 15 | |
2023 | 6 | |
Thereafter | 68 | |
Total future undiscounted lease payments | 160 | |
Less imputed interest | (28) | |
Total reported lease liability | $ 132 | |
Operating Leases | ||
2019 | $ 305 | |
2020 | 236 | |
2021 | 186 | |
2022 | 145 | |
2023 | 102 | |
Thereafter | 326 | |
Total reported lease liability | $ 1,300 |
Merger-related Divestitures, _3
Merger-related Divestitures, Discontinued Operations and Net Assets Held for Sale - Narrative (Details) - Discontinued Operations, Disposed of by Sale - USD ($) $ in Billions | Mar. 01, 2019 | Apr. 30, 2019 |
Messer Group and CVC Capital Partners Fund VII Sale and Purchase Agreement | ||
Schedule of Equity Method Investments [Line Items] | ||
Consideration paid | $ 2.9 | |
Americas Industrial Gases Business, Plant Sales | ||
Schedule of Equity Method Investments [Line Items] | ||
Proceeds for incremental plant sales | $ 0.5 | |
Linde Korea Divestiture | ||
Schedule of Equity Method Investments [Line Items] | ||
Consideration paid | $ 1.2 |
Merger-related Divestitures, _4
Merger-related Divestitures, Discontinued Operations and Net Assets Held for Sale - Net Carrying Value of Business Assets and Liabilities Divested (Details) - Discontinued Operations, Disposed of by Sale - USD ($) $ in Millions | Apr. 30, 2019 | Mar. 01, 2019 |
Americas Industrial Gases Business | ||
Assets | ||
Cash and cash equivalents | $ 200 | |
Accounts receivable – net | 479 | |
Inventories | 181 | |
Prepaid and other current assets | 409 | |
Property, plant and equipment – net | 1,590 | |
Equity investments | 37 | |
Goodwill | 3 | |
Other intangible assets – net | 10 | |
Other long-term assets | 76 | |
Asset adjustments for estimated fair value | 1,650 | |
Total Assets Divested | 4,635 | |
Liabilities | ||
Accounts payable | 94 | |
Accrued taxes | 60 | |
Other current liabilities | 767 | |
Long-term debt | 2 | |
Other long-term liabilities | 98 | |
Deferred credits | 177 | |
Total Liabilities Divested | 1,198 | |
Cumulative translation adjustment, net of taxes | 12 | |
Net Assets Divested | $ 3,449 | |
South Korean Business | ||
Assets | ||
Accounts receivable – net | $ 27 | |
Inventories | 16 | |
Property, plant and equipment – net | 389 | |
Asset adjustments for estimated fair value | 879 | |
Total Assets Divested | 1,311 | |
Liabilities | ||
Accounts payable | 2 | |
Accrued taxes | 12 | |
Other current liabilities | 29 | |
Long-term debt | 6 | |
Other long-term liabilities | 3 | |
Deferred credits | 31 | |
Total Liabilities Divested | 83 | |
Cumulative translation adjustment, net of taxes | 0 | |
Net Assets Divested | $ 1,228 |
Merger-related Divestitures, _5
Merger-related Divestitures, Discontinued Operations and Net Assets Held for Sale - Schedule of Income from Discontinued Operations, Net of Tax (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income from discontinued operations, net of tax | $ 9 | $ 0 | $ 98 | $ 0 |
Noncontrolling interests | (7) | 0 | ||
Income from discontinued operations, net of tax and noncontrolling interests | 9 | $ 0 | 91 | $ 0 |
Discontinued Operations, Disposed of by Sale | Linde AG Merger-Related Divestitures | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net sales | 15 | 430 | ||
Cost of sales | 4 | 242 | ||
Other operating costs | 0 | 43 | ||
Operating profit | 11 | 145 | ||
Income from equity investments | 2 | 4 | ||
Income taxes | 4 | 51 | ||
Income from discontinued operations, net of tax | 9 | 98 | ||
Noncontrolling interests | 0 | (7) | ||
Income from discontinued operations, net of tax and noncontrolling interests | $ 9 | $ 91 |
Merger-related Divestitures, _6
Merger-related Divestitures, Discontinued Operations and Net Assets Held for Sale - Schedule of Assets Held for Sale (Details) - Linde AG Merger-Related Divestitures - Discontinued Operations, Disposed of by Sale - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Cash and cash equivalents | $ 7 | $ 182 |
Accounts receivable – net | 27 | 297 |
Inventories | 2 | 209 |
Prepaid and other current assets | 1 | 54 |
Property, plant and equipment – net | 79 | 2,005 |
Other Assets | 42 | 187 |
Asset adjustments for estimated fair value (Note 4) | 125 | 2,564 |
Total Assets Divested | 283 | 5,498 |
Liabilities | ||
Accounts payable | 2 | 125 |
Deferred credits | 4 | 206 |
Other liabilities | 5 | 437 |
Total Liabilities Divested | 11 | 768 |
Net Assets Divested | $ 272 | $ 4,730 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Jul. 12, 2019USD ($) |
Linde India Divestiture [Member] | Discontinued Operations, Disposed of by Sale | Subsequent Event | |
Subsequent Event [Line Items] | |
Proceeds from Divestiture of Businesses | $ 218 |