WASHINGTON, D.C. 20549
For the fiscal year ended December 31, 20172023
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| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 001-38730
LINDE PLC
(Exact name of registrant as specified in its charter)
Ireland
(State or other jurisdiction of incorporation)
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| Ireland | | 98-1448883 |
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333-218485 | | Not Applicable |
(Commission File Number) | | (IRSI.R.S. Employer Identification No.) |
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| 10 Riverview Drive, | | Forge |
The Priestley Centre, 10 Priestley Road,
Surrey Research Park, Guildford, Surrey GU2 7XY United Kingdom
Danbury, Connecticut | | +44 1483 24220043 Church Street West |
| United States 06810 | | Woking, Surrey GU21 6HT |
| | United Kingdom |
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| (Address of principal executive offices) (Zip Code) |
| (203) 837 - 2000 | | +44 14 83 242200 |
Registrant’s Telephone Number, Including Area Code(Registrant's telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: |
| Ordinary shares (€0.001 nominal value per share) | LIN | NASDAQ |
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Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨☑ No þ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yesþ☐ No ¨☑
Indicate by check mark whether the Registrantregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrantregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes¨☑No¨☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesþ☑No¨☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large"large accelerated filer,” “accelerated" "accelerated filer,” “smaller" " smaller reporting company,” " and "emerging growth company" in Rule 12b-2 of the Exchange Act. |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | | ¨
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Large accelerated filer ☑ Accelerated filer ☐ Non- accelerated filer ☐ Smaller reporting company ☐Emerging growth company ☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrantregistrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☑ No ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yesþ☐No¨☑
AllThe aggregate market value of the voting and non-voting common stock held by non-affiliates as of June 30, 2023, was approximately $186 billion (based on the closing sale price of the registrant is held by an affiliatestock on that date as reported on the New York Stock Exchange). NYSE was the exchange on which Linde’s stock was listed before it delisted from the NYSE and became listed on the Nasdaq Stock Market as of the registrant. There is no publicly traded market for any class of voting stock of the registrant.November 7, 2023.
At March 23, 2018, 25,000 A January 31, 2024, 481,576,472 ordinary shares of €1.00 each€0.001 nominal value per share of the Registrant were outstanding.
Documents incorporated by reference:
Explanatory Note
Linde plc’s duty to file reports under Section 15Portions of the Securities Exchange ActProxy Statement of 1934 (the “Exchange Act”) has automatically been suspended pursuant to Section 15(d)(1) of the Exchange Act as of January 1, 2018, because Linde plc’s ordinary shares, nominal value €0.001 per share, have not yet been issued and as such are held of record by fewer than 300 persons. Linde plc files thisfor its 2024 Annual Report on Form 10-K in complianceGeneral Meeting of Shareholders, to be filed with guidance of the Securities and Exchange Commission and has filed all reports required to be filed by Section 13 or 15(d)within 120 days after the end of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports). The business combination between Praxair, Inc. and Linde AG is expected to be completed and Linde plc’s ordinary shares, nominal value €0.001 per share, to be issuedcompany’s fiscal year, are incorporated in the second halfPart III of 2018.
Linde plcLINDE PLC
ANNUAL REPORT ON FORM 10-K
For the fiscal year ended December 31, 20172023
TABLE OF CONTENTS
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FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by terms and phrases such as: anticipate, believe, intend, estimate, expect, continue, should, could, may, plan, project, predict, will, potential, forecast, and similar expressions. They are based on management’s reasonable expectations and assumptions as of the date the statements are made but involve risks and uncertainties. These risks and uncertainties include, without limitation: the performance of stock markets generally; developments in worldwide and national economies and other international events and circumstances, including trade conflicts and tariffs; changes in foreign currencies and in interest rates; the cost and availability of electric power, natural gas and other raw materials; the ability to achieve price increases to offset cost increases; catastrophic events including natural disasters, epidemics, pandemics such as COVID-19, and acts of war and terrorism; the ability to attract, hire, and retain qualified personnel; the impact of changes in financial accounting standards; the impact of changes in pension plan liabilities; the impact of tax, environmental, healthcare and other legislation and government regulation in jurisdictions in which the company operates; the cost and outcomes of investigations, litigation and regulatory proceedings; the impact of potential unusual or non-recurring items; continued timely development and market acceptance of new products and applications; the impact of competitive products and pricing; future financial and operating performance of major customers and industries served; the impact of information technology system failures, network disruptions and breaches in data security; and the effectiveness and speed of integrating new acquisitions into the business. These risks and uncertainties may cause future results or circumstances to differ materially from adjusted projections, estimates or other forward-looking statements.
Linde plc assumes no obligation to update or provide revisions to any forward-looking statement in response to changing circumstances. The above listed risks and uncertainties are further described in Item 1A (Risk Factors) in this report, which should be reviewed carefully. Please consider Linde plc’s forward-looking statements in light of those risks.
Linde plc and Subsidiaries
PART I
Item 1. BusinessGeneral
Linde plc formerly known as Zamalight plc("Linde plc" or the “Company”), was incorporated asis a public limited company formed under the laws of Ireland on Aprilwith its principal offices in the United Kingdom and United States. Linde is the largest industrial gas company worldwide and is a major technological innovator in the industrial gases industry. Its primary products in its industrial gases business are atmospheric gases (oxygen, nitrogen, argon, and rare gases) and process gases (carbon dioxide, helium, hydrogen, electronic gases, specialty gases, and acetylene etc). The company also designs and builds equipment that produces industrial gases and offers customers a wide range of gas production and processing services such as olefin plants, natural gas plants, air separation plants, hydrogen and synthesis gas plants and other types of plants.
Linde serves a diverse group of industries including healthcare, chemicals and energy, manufacturing, metals and mining, food and beverage, and electronics.
Linde’s sales were $32,854 million, $33,364 million, and $30,793 million for 2023, 2022, and 2021, respectively. Refer to Item 7, Management's Discussion and Analysis, for a discussion of consolidated sales and Note 18 2017,to the consolidated financial statements for additional information related to Linde’s reportable segments.
Industrial Gases Products and Manufacturing Processes
Atmospheric gases are the highest volume products produced by Enceladus Holding Limited ("Enceladus"Linde. Using air as its raw material, Linde produces oxygen, nitrogen and argon through several air separation processes of which cryogenic air separation is the most prevalent. Rare gases, such as krypton, neon and xenon, are also produced through cryogenic air separation. As a pioneer in the industrial gases industry, Linde is a leader in developing a wide range of proprietary and patented applications and supply systems technology. Linde also led the development and commercialization of non-cryogenic air separation technologies for the production of industrial gases. These technologies open important new markets and optimize production capacity for the company by lowering the cost of supplying industrial gases. These technologies include proprietary vacuum pressure swing adsorption (“VPSA”) and Cumberland Corporate Services Limitedmembrane separation to produce gaseous oxygen and nitrogen, respectively.
Process gases, including carbon dioxide, hydrogen, helium, specialty gases and acetylene are produced by methods other than air separation.
Hydrogen is produced from a range of feedstocks using an array of different technologies. Despite hydrogen being an invisible molecule, colors are often used to designate and differentiate between the production processes used to produce the molecule. The majority of hydrogen currently produced by Linde is what is termed gray hydrogen and is derived from natural gas or methane, using steam methane reformation technology. Linde has multiple technologies to produce blue and green hydrogen, which are both considered types of clean energy. Blue hydrogen is produced by capturing the carbon emissions from the hydrogen plant and either utilizing them in a way that stops them from being emitted or sequestering them in the subsurface for the long term. Green hydrogen is produced by electrolysis using renewable energy or from the steam methane reforming of biomethane. Low carbon intensity, high-purity hydrogen is also produced by purifying and recovering by-product hydrogen sources from the chemical and petrochemical industries.
Carbon monoxide can be produced by either steam methane reforming or auto-thermal reforming of natural gas or other feed streams such as naphtha. Most carbon dioxide is purchased from by-product sources, including chemical plants, refineries and industrial processes or is recovered from carbon dioxide wells. Carbon dioxide is processed in Linde’s plants to produce commercial and food-grade carbon dioxide. Helium is sourced from certain helium-rich natural gas streams in the United States, with additional supplies being acquired from outside the United States. Acetylene is primarily sourced as a chemical by-product, but may also be produced from calcium carbide and water.
Industrial Gases Distribution
There are three basic distribution methods for industrial gases: (i) on-site or tonnage; (ii) merchant or bulk liquid; and (iii) packaged or cylinder gases. These distribution methods are often integrated, with products from all three supply modes coming from the same plant. The method of supply is generally determined by the lowest cost means of meeting the customer’s needs, depending upon factors such as volume requirements, purity, pattern of usage, and the form in which the product is used (as a gas or as a cryogenic liquid).
On-site. Customers that require the largest volumes of product (typically oxygen, nitrogen and hydrogen) 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. On-site product supply contracts generally are total requirement contracts with terms typically ranging from 10-20 years and containing 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. Advanced air separation processes allow on-site delivery to customers with smaller volume requirements.
Merchant. The merchant business is generally associated with distributable liquid oxygen, nitrogen, argon, carbon dioxide, hydrogen and helium. The deliveries generally are made from Linde’s plants by tanker trucks to storage containers at the customer's site which are usually owned and maintained by Linde and leased to the customer. Due to 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 requirement contracts.
Packaged Gases. Customers requiring small volumes are supplied products in metal containers called cylinders, under medium to high pressure. Packaged gases include atmospheric gases, carbon dioxide, hydrogen, helium, acetylene and related products. Linde also produces and distributes in cylinders a wide range of specialty gases and mixtures. Cylinders may be delivered to the customer’s site or picked up by the customer at a packaging facility or retail store. Packaged gases are generally sold under one to three-year supply contracts and through purchase orders.
Engineering
Linde’s Engineering business has a global presence, with its focus on market segments such as air separation, hydrogen, synthesis, olefin and natural gas plants. The company utilizes its extensive process engineering know-how in the planning, design and construction of highly efficient plants for the production and processing of gases. With its state-of-the-art sustainable technologies Engineering also helps customers avoid, capture and utilize CO2 emissions. Its technology portfolio covers the entire value chain for production, liquefaction, storage, distribution and application of hydrogen which supports the transition to clean energy. Its digital services and solutions increase plant efficiency and performance.
Linde's plants are used in a wide variety of fields: in the petrochemical and chemical industries, in refineries and fertilizer plants, to recover air gases, to produce synthesis gases, to treat natural gas and to produce noble gases. The Engineering business either supplies plant components directly to the customer or to the industrial gas business of Linde which operates the plants under a long-term gases supply contract.
Inventories – Linde carries inventories of merchant and cylinder gases and hardgoods to supply products to its customers on a reasonable delivery schedule. On-site plants and pipeline complexes have limited inventory. Inventory obsolescence is not material to Linde’s business.
Customers – Linde is not dependent upon a single customer or a few customers.
International – Linde is a global enterprise with approximately 68% of its 2023 sales outside of the United States. The company also has majority or wholly owned subsidiaries that operate in approximately 45 European, Middle Eastern and African countries (including Germany, the United Kingdom (U.K.), France, Sweden, and the Republic of South Africa); approximately 20 Asian and South Pacific countries (including China, Australia, India, South Korea and Thailand); and approximately 20 countries in North and South America (including Canada, Mexico and Brazil).
The company also has equity method investments operating in Europe, Asia, and the Middle East.
Linde’s non-U.S. business is subject to risks customarily encountered in non-U.S. operations, including fluctuations in foreign currency exchange rates, import and export controls, and other economic, political and regulatory policies of local governments. Also, see Item 1A. “Risk Factors” and Item 7A. “Quantitative and Qualitative Disclosures About Market Risk.”
Seasonality – Linde’s business is generally not subject to seasonal fluctuations to any significant extent.
Research and Development – Linde’s research and development is directed toward development of gas processing, separation and liquefaction technologies, and clean energy technologies; improving distribution of industrial gases and the development of new markets and applications for these gases. This results in the development of new advanced air separation, hydrogen, synthesis gas, natural gas, adsorption and chemical process technologies; novel clean energy and carbon management solutions; as well as the frequent introduction of new industrial gas applications. Research and development is primarily conducted in Pullach, Germany, Tonawanda, New York, Burr Ridge, Illinois and Shanghai, China.
Patents and Trademarks – Linde owns or licenses a large number of patents that relate to a wide variety of products and processes. Linde’s patents expire at various times over the next 20 years. While these patents and licenses are considered important to its individual businesses, Linde does not consider its business as a whole to be materially dependent upon any one particular patent, or patent license, or family of patents. Linde also owns a large number of trademarks, of which the "Linde" trademark is the most significant.
Raw Materials and Energy Costs – Energy is the single largest cost item in the production and distribution of industrial gases. Most of Linde’s energy requirements are in the form of electricity, natural gas and diesel fuel for distribution. The company mitigates electricity, natural gas, and hydrocarbon price fluctuations contractually through pricing formulas, surcharges, cost pass–through and tolling arrangements.
The supply of energy has not typically been a significant issue in the geographic areas where the company conducts business. However, energy availability and price is unpredictable and may pose future risks.
For carbon dioxide, carbon monoxide, helium, hydrogen and specialty gases, raw materials are largely purchased from outside sources. Linde has contracts or commitments for, or readily available sources of, most of these raw materials; however, their long-term availability and prices are subject to market conditions.
Competition – Linde participates in highly competitive markets in industrial gases and engineering, which are characterized by a mixture of local, regional and global players, all of which exert competitive pressure on the parties. In locations where Linde has pipeline networks, which enable the company to provide reliable and economic supply of products to larger customers, Linde derives a competitive advantage.
Competitors in the industrial gases industry include global and regional companies such as L’Air Liquide S.A., Air Products and Chemicals, Inc., Messer Group GmbH, Mitsubishi Chemical Holdings Corporation (through Taiyo Nippon Sanso Corporation) as well as an extensive number of small to medium size independent industrial gas companies which compete locally as producers or distributors. In addition, a significant portion of the international gases market relates to customer-owned plants.
Employees – The company sources talent from an ever-changing and competitive environment. The ability to source and retain qualified and committed employees is a prerequisite for the company’s success, and represents a general risk for Linde.
The Board of Directors ("Cumberland"Board") has established a strategic business objective to maintain world-class standards in talent management. Executive variable compensation is assessed annually based on performance in financial measures as well as in several strategic non-financial areas, including talent management. The Human Capital Committee assists the Board in its oversight of Linde’s compensation policies and programs, particularly in regard to reviewing executive compensation for Linde’s executive officers. The Human Capital Committee also annually reviews the company’s management development and succession programs, diversity policies and objectives, and the associated programs to achieve those objectives. The global head of Human Resources reports to the Chief Executive Officer ("CEO"). Zamalight plc was renamed "Linde plc"A global leader of Diversity, Equity and Inclusion reports to the head of Human Resources.
Linde has aligned diversity and inclusion with its business strategies and implemented diversity action planning into business process and performance management. Diversity, equity and inclusion are line management responsibilities and Linde seeks competitive advantage through proactive management of its talent pipeline and recruiting processes. Linde provides equal employment opportunity, and recruits, hires, promotes and compensates people based solely on July 20, 2017. The Company is registeredtheir performance and ability.
Employees receive a competitive salary and variable compensation components based on performance and job level. Linde has collective bargaining agreements with unions at numerous locations throughout the world. Additional benefits are offered such as occupational pensions and contributions towards health insurance or medical screening, reflecting regional conditions and local competition. Senior managers participate directly in Irelandthe company’s growth in value through the Long Term Incentive Plan of Linde plc. In addition, annually managers have the ability to grant leadership awards under the registration number 602527Long Term Incentive Plan to certain eligible employees. From time to time, Linde may introduce special compensation schemes to recognize or reward specific individuals such as the one implemented in 2020 for global front-line employees. Linde also invests in professional development of its employees through formal and with its registered office located at Ten Earlsfort Terrace, Dublin 2, D02 T380 Ireland and principal executive offices at The Priestley Centre, 10 Priestley Road, The Surrey Research Park, Guildford, Surrey GU2 7XY, United Kingdom. The Company’s fiscal year ended onon-the-job training.
As of December 31, 2017.2023, Linde had 66,323 employees worldwide comprised of approximately 28 percent women and 72 percent men. The total professional workforce is comprised of approximately 29 percent women and 71 percent men.
Environment – Information required by this item is incorporated herein by reference to the section captioned “Management’s Discussion and Analysis – Environmental Matters” in Item 7 of this 10-K.
Available Information –The Company was formed in accordancecompany makes its periodic and current reports available, free of charge, on or through its website, www.linde.com, as soon as practicable after such material is electronically filed with, the requirements of the business combination agreement, dated as of June 1, 2017, as amended (the "business combination agreement"), pursuantor furnished to, which, among other things, Praxair, Inc. (together with its subsidiaries, “Praxair”) and Linde AG (together with its subsidiaries, “Linde”) agreed to combine their respective businesses through an all-stock transaction, and become subsidiaries of the Company.
In connection with the proposed business combination, Linde plc filed a Registration Statement on Form S-4 ("the registration statement") which was declared effective by the U. S. Securities and Exchange Commission ("SEC") on August 14, 2017. Linde plc. Investors may also filed an offer document withaccess from the German Federal Financial Supervisory Authority (Bundesanstalt fuer Finanzdienstleistungsaufsicht) (“BaFin”) which was approved for publication by BaFin on August 14, 2017company website other investor information such as press releases and published by Linde plc on August 15, 2017 (the "offer document"). Pursuant to the offer document, Linde plc made an offer to exchange each issued and outstanding no-par value bearer share of Linde AG for 1.540 ordinary shares of Linde plc (the “exchange offer”). In addition, upon completion of the exchange offer, Zamalight Subco, Inc., an indirect wholly-owned Delaware subsidiary of Linde plc, will merge with and into Praxair, Inc., with Praxair, Inc. surviving the merger (the “merger”, and together with the exchange offer, the “business combination” ). In the merger, each share of Praxair, Inc. common stock will be converted into the right to receive one Linde plc ordinary share. Praxair, Inc.’s stockholders approved the merger at Praxair, Inc.’s special meeting held on September 27, 2017, and on November 24, 2017, the tender period for the exchange offer expired with approximately 92% of all Linde AG shares entitled to voting rights being tendered. The parties currently expect the business combination to be completed in the second half of 2018. Upon completion of the business combination, Linde plc will apply to list its ordinary sharespresentations. Information on the New York Stock Exchange and the Frankfurt Stock Exchange, and will seek inclusion in the S&P 500 and DAX 30 indices.
To date, the Company hascompany’s website is not conducted any material activities other than those incidental to its formation and the matters contemplatedincorporated by the business combination agreement such as the incurrence of SEC registration fees and other transaction-related costs. For additional information related to the business combination agreement, please refer to Note 1 to the consolidated financial statements included in this annual report on Form 10-K (the “Form 10-K”) and to the registration statement.
reference herein. In addition, the public may read and copy any materials filed with the SEC free of charge at the SEC’s Public Reference Room located at 100 F Street NE, Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website, www.sec.gov, that contains reports, proxy information statements and other information regarding issuers that file electronically.
Item 1A. Risk Factors
To date, the Company has not conducted any material activities other than those incidental to its formation and the matters contemplatedExecutive Officers – The following Executive Officers have been elected by the Board of Directors and serve at the pleasure of the Board. It is expected that the Board will elect officers annually following each annual meeting of shareholders.
Sanjiv Lamba, 59, was appointed Chief Executive Officer of Linde effective March 1, 2022. Prior to being appointed CEO, he was Chief Operating Officer starting in January 2021 and after serving as Executive Vice President, APAC, beginning in October 2018. Previously, Mr. Lamba was appointed a Member of the Executive Board of Linde AG in 2011, responsible for the Asia, Pacific segment of the Gases Division, for Global Gases Businesses Helium & Rare Gases, Electronics as well as Asia Joint Venture Management. Mr. Lamba started his career 1989 with BOC India in Finance where he progressed to become Director of Finance before being appointed as Managing Director for BOC’s India’s business combination agreement. Important riskin 2001. Throughout his years with BOC/Linde, he worked in various roles across a number of different geographies including Germany, the U.K., Singapore and India.
Guillermo Bichara, 49, is Executive Vice President and Chief Legal Officer. He previously served as Praxair’s Vice President and General Counsel. Mr. Bichara joined the company in 2006, first as Director of Legal Affairs at Praxair Mexico before being promoted to Vice President and General Counsel of Praxair Asia. He subsequently had responsibility for Europe, Mexico and corporate transactions before being promoted to Associate General Counsel and Assistant Secretary. Mr. Bichara previously held roles at Cemex and various global law firms.
Sean Durbin, 53, became Executive Vice President, North America effective September 1, 2023. Previously, he served as Executive Vice President, EMEA from April 2021 to September 2023 and Senior Vice President, Global Functions from July 2020. Durbin joined Praxair, Inc. in 1993 and served in various roles across operations, engineering, project management, business development and sales. In recent years, he has held leadership positions including Business President, Region Europe South from 2019 to 2020, and President, Praxair Canada Inc. from 2013 to 2019.
Kelcey E. Hoyt, 54, became the Chief Accounting Officer of Linde in October 2018. Prior to this, she served as Vice President and Controller of Praxair, Inc. beginning in August 2016. Prior to becoming Controller, she served as Praxair’s Director of Investor Relations since 2010. She joined Praxair in 2002 and served as Director of Corporate Accounting and SEC Reporting through 2008, and later served as Controller for various divisions within Praxair’s North American Industrial Gas business. Previously, she was in audit at KPMG, LLP.
Juergen Nowicki, 60, was appointed Executive Vice President and CEO, Linde Engineering in April 2020. Prior to this, he was Senior Vice President, Commercial, Linde Engineering. Mr. Nowicki joined Linde in 1991 as an Internal Auditor and held various positions in Finance and Controlling. In 2002, he was appointed CFO Linde Gas North America, USA, and was named Head of Finance and Control for The Linde Group in 2006. Nowicki assumed the role of Managing Director, Linde Engineering in 2011.
John Panikar, 56, was appointed Executive Vice President, APAC of Linde effective in January 2021. Previously, he served as President UK & Africa of Linde since October 2018. From 2014 to 2018, Mr. Panikar was President of Praxair Asia. He began his career with Praxair in 1991 as an Applications Engineer. Over the years, Mr. Panikar held increasingly responsible positions including Manager of Site Services and Equipment, Business Development Director for Praxair Asia, Managing Director of Praxair India, VP, South Region, North American Industrial Gases and President, Praxair Distribution, Inc.
Oliver Pfann, 55, was appointed Senior Vice President, EMEA effective September 1, 2023. Since 1995, Oliver Pfann has served in a range of roles at Linde. He began his career in Product Development and then as Sales Manager in Romania. He transitioned to Global Key Accounts and was named General Manager of Linde Italy in 2004. Since 2007, Pfann led a
regional cluster in Eastern Europe with an increasing number of countries. In 2017, he was promoted to lead the Region UK, Ireland and Africa before assuming his assignment as Business President for Region Europe East in 2019.
David P. Strauss, 65, has been Executive Vice President and Chief Human Resources Officer since 2022. From 2018 to 2021, he was Senior Vice President and Chief Human Resources Officer. Mr. Strauss joined Linde in 1990 as an Applications Engineer before being promoted to lead the electronics materials business. From 2000 to 2013, he served as the General Manager for Linde Advanced Material Technologies Inc. (formerly “Praxair Surface Technologies, Inc.”). In 2013, he became Vice President of Safety, Health and Environment before being named Chief Human Resources Officer of Praxair, Inc., a position he held from 2016 until 2018.
Matthew J. White, 51, became Executive Vice President and Chief Financial Officer of Linde in October 2018. He previously served as the Senior Vice President and Chief Financial Officer of Praxair, Inc. since January 1, 2014. Prior to this, Mr. White was President of Praxair Canada from 2011 to 2013. He joined Praxair in 2004 as finance director for the company’s largest business unit, North American Industrial Gases. In 2008, he became Vice President and Controller of Praxair, Inc., then was named Vice President and Treasurer in 2010. Before joining Praxair, White was Vice President, Finance, at Fisher Scientific and before that he held various financial positions, including group controller, at GenTek, a manufacturing and performance chemicals company.
ITEM 1A. RISK FACTORS
Due to the size and geographic reach of the company’s operations, a wide range of factors, thatmany of which are outside of the company’s control, could impact Linde plc’smaterially affect the company’s future operations and financial performance andperformance. Management believes the trading prices of its common shares are presented below. The following risk factors should be readrisks may significantly impact the company:
Weakening economic conditions in conjunction with discussions ofmarkets in which Linde plc’s activities located elsewhere in this Form 10-K and the risk factors, including risks related to Praxair’s and Linde’s businesses, included or incorporated by reference into Linde plc’s subsequent filings with the SEC.
Linde plc, Praxair and Linde must obtain governmental and regulatory approvals to consummate thedoes business combination, which could delay the completion of the business combination or, if not granted, would result in a termination of the business combination. In addition, conditions imposed by such agencies in connection with their approvals may adversely impact its financial results and/or cash flows.
Linde serves a diverse group of industries across more than 80 countries, which generally leads to financial stability through various business cycles. However, a broad decline in general economic or business conditions in the industries served by its customers could adversely affect the demand for Linde’s products and impair the ability of its customers to satisfy their obligations to Linde, resulting in uncollected receivables and/or unanticipated contract terminations or project delays. For example, global political and economic uncertainty could reduce investment activities of Linde’s customers, which could adversely affect Linde’s business.
In addition, many of Linde’s customers are in businesses that are cyclical in nature, such as the chemicals, metals and energy industries. Downturns in these industries may adversely impact Linde during these cycles. Additionally, such conditions could impact the utilization of Linde’s manufacturing capacity which may require it to recognize impairment losses on tangible assets such as property, plant and equipment, as well as intangible assets such as goodwill, customer relationships or intellectual property.
Increases in the cost of energy and raw materials and/or disruption in the supply of these materials could result in lost sales or reduced profitability.
Energy is the single largest cost item in the production and distribution of industrial gases. Most of Linde’s energy requirements are in the form of electricity, natural gas and diesel fuel for distribution. Linde attempts to minimize the financial impact of variability in these costs through the management of customer contracts and reducing demand through operational productivity and energy efficiency. Large customer contracts typically have escalation and pass-through clauses to recover energy and feedstock costs. Such attempts may not successfully mitigate cost variability, which could negatively impact Linde’s financial condition or results of operations. The supply of energy has not been a significant issue in the geographic areas where Linde conducts business. However, regional energy conditions are unpredictable and may pose future risk.
For carbon dioxide, carbon monoxide, helium, hydrogen and specialty gases, raw materials are largely purchased from outside sources. Where feasible, Linde sources several of these raw materials, including carbon dioxide, hydrogen and calcium carbide, as chemical or industrial byproducts. In addition, Linde has contracts or commitments for, or readily available sources of, most of these raw materials; however, their long-term availability and prices are subject to market conditions. A disruption in supply of such raw materials could impact Linde’s ability to meet contractual supply commitments.
Linde’s international operations are subject to the risks of doing business abroad and international events and circumstances may adversely impact its business, financial condition or results of operations.
Linde has substantial international operations of the combined group.
Completion of the business combination remains conditioned upon regulatory approval or expiration or termination of
statutory waiting periods (including extensions thereof) under merger control or competition law regimeswhich are subject to risks including devaluations in the United States (including CFIUS approval), the European Union, Brazil, Canada, China, India, Mexico,currency exchange rates, transportation delays and South Korea. In addition, regulatory approvals have been solicitedinterruptions, political and filings made in other jurisdictions in which the parties mutually agreed antitrust filings to be necessary. The relevant agencies have commenced or may commence in-depth investigations, may impose requirements, limitations or costs or require divestitures or placeeconomic instability and disruptions, restrictions on the conducttransfer of Linde plc’s, Praxair’s and Linde AG’s respective businesses. For example, on February 16, 2018, the European Commission initiated a Phase II review of the proposed business combination and on August 31, 2017, Praxair, Inc. and Linde AG entered into timing agreements with the United States Federal Trade Commission (the “FTC”). In accordance with such timing agreements, the proposed business combination will not close before 12:01 a.m. Eastern Time on the 120th calendar day following the date on which Praxair and Linde AG provide written notice to the FTC of their intention to close, unless they have received prior notice that the FTC has closed its investigation. While timing agreements with the FTC and a Phase II review by the European Commission are customary in large transactions of this naturefunds, trade conflicts and the companies are continuing to work closelyimposition of duties and cooperativelytariffs, import and export controls, changes in governmental policies, labor unrest, possible nationalization and/or expropriation of assets, changes in U.S. and non-U.S. tax policies and compliance with regulators, any delay for regulatory reasonsgovernmental regulations. These events could diminish the anticipated benefits of the business combination or result in additional transaction costs. No assurance can be given that the required approvals will be obtained or that the required conditions to the business combination will be satisfied, and if they are, as to the terms, conditions and timing of the approvals. If the requisite regulatory approvals have not been obtained by October 24, 2018, the business combination agreement will terminate.
Conditions imposed by regulatory agencies in connection with their approval of the business combination may require changes to the operations of Linde plc, Praxair and/or Linde, restrict their ability to operate in certain jurisdictions following the business combination, restrict the combination of Praxair’s and Linde’s operations in certain jurisdictions or require other commitments regarding ongoing operations. Such conditions may also restrict Linde plc’s, Praxair’s and/or Linde’s ability to modify the operations of their businesses in response to changing circumstances for a period of time after completion of the business combination or their ability to expend cash for other uses or otherwise have an adverse effect on the anticipated benefitsinternational operations of Linde in the future by reducing the demand for its products, decreasing the prices at which it can sell its products, reducing the revenue from international operations or otherwise having an adverse effect on its business.
Currency exchange rate fluctuations and other related risks may adversely affect Linde's results.
Because a significant portion of Linde's revenue is denominated in currencies other than its reporting currency, the U.S. dollar, changes in exchange rates will produce fluctuations in revenue, costs and earnings and may also affect the book value of assets and liabilities and related equity. Although the company from time to time utilizes foreign exchange
forward contracts to hedge these exposures, its efforts to minimize currency exposure through such hedging transactions may not be successful depending on market and business conditions. As a result, fluctuations in foreign currency exchange rates could adversely affect Linde’s financial condition, results of operations or cash flows.
Macroeconomic factors may impact Linde’s ability to obtain financing or increase the cost of obtaining financing which may adversely impact Linde’s financial results and/or cash flows.
Volatility and disruption in the U.S., European and global credit and equity markets, from time to time, could make it more difficult for Linde to obtain financing for its operations and/or could increase the cost of obtaining financing. In addition, Linde’s borrowing costs can be affected by short- and long-term debt ratings assigned by independent rating agencies which are based, in significant part, on its performance as measured by certain criteria such as interest coverage and leverage ratios. A decrease in these debt ratings could increase the cost of borrowing or make it more difficult to obtain financing.
An impairment of goodwill or intangible assets could negatively impact the company's financial results.
As of December 31, 2023, the net carrying value of goodwill and other indefinite-lived intangible assets was $27 billion and $2 billion, respectively, primarily as a result of the business combination thereby adversely impactingand the related acquisition method of accounting applied to Linde AG. In accordance with generally accepted accounting principles, the company periodically assesses these assets to determine if they are impaired. Significant negative industry or economic trends, disruptions to business, unexpected significant changes or planned changes in use of the assets, divestitures and sustained market capitalization declines may result in recognition of impairments to goodwill or other indefinite-lived assets. Any charges relating to such impairments could have a material adverse impact on Linde's results of operations in the periods recognized.
Catastrophic events could disrupt the operations of Linde and/or its customers and suppliers and may have a significant adverse impact on the results of operations.
The occurrence of catastrophic events or natural disasters such as extreme weather, including hurricanes and floods; health epidemics; pandemics, such as COVID-19; and acts of war or terrorism, could disrupt or delay Linde’s ability to produce and distribute its products to customers and could potentially expose Linde to third-party liability claims. In addition, such events could impact Linde’s customers and suppliers resulting in temporary or long-term outages and/or the limitation of supply of energy and other raw materials used in normal business operations. Linde evaluates the direct and indirect business risks, consults with vendors, insurance providers and industry experts, makes investments in suitably resilient design and technology, and conducts regular reviews of the business risks with management. Despite these steps, however, these situations are outside Linde’s control and may have a significant adverse impact on its financial conditionresults.
The inability to attract and retain qualified personnel may adversely impact Linde’s business.
If Linde fails to attract, hire and retain qualified personnel, it may not be able to develop, market or sell its products or successfully manage its business. Linde is dependent upon a highly skilled, experienced and efficient workforce to be successful. Much of Linde’s competitive advantage is based on the expertise and experience of key personnel regarding marketing, technology, manufacturing and distribution infrastructure, systems and products. The inability to attract and hire qualified individuals or the loss of key employees in very skilled areas could have a negative effect on Linde’s financial results.
If Linde fails to keep pace with technological advances in the industry or if new technology initiatives do not become commercially accepted, customers may not continue to buy Linde’s products and results of operations could be adversely affected.
Linde’s research and development is directed toward developing new and improved methods for the production and distribution of industrial gases, the design and construction of plants and toward developing new markets and applications for the use of industrial and process gases. This results in the introduction of new applications and the development of new advanced process technologies. As a result of these efforts, Linde develops new and proprietary technologies and employs necessary measures to protect such technologies within the global geographies in which Linde operates. These technologies help Linde to create a competitive advantage and to provide a platform to grow its business. If Linde’s research and
development activities do not keep pace with competitors or if Linde does not create new technologies that benefit customers, future results of operations could be adversely affected.
Risks related to pension benefit plans may adversely impact Linde’s results of operations and cash flows.
Pension benefits represent significant financial obligations that will be ultimately settled in the future with employees who meet eligibility requirements. Because of the uncertainties involved in estimating the timing and amount of future payments and asset returns, significant estimates are required to calculate pension expense and liabilities related to Linde’s plans. Linde utilizes the services of independent actuaries, whose models are used to facilitate these calculations. Several key assumptions are used in the actuarial models to calculate pension expense and liability amounts recorded in the consolidated financial statements. In particular, significant changes in actual investment returns on pension assets, discount rates, or legislative or regulatory changes could impact future results of operations and required pension contributions.
Operational risks may adversely impact Linde’s business or results of operationsoperations.
Linde’s operating results are dependent on the continued operation of its production facilities and its ability to meet customer contract requirements and other needs. Insufficient or excess capacity threatens Linde’s ability to generate competitive profit margins and may expose Linde plc, Praxairto liabilities related to contract commitments. Operating results are also dependent on Linde’s ability to complete new construction projects on time, on budget and Linde. The companies currently expectin accordance with performance requirements. Failure to divest certain assetsdo so may expose Linde’s business to loss of revenue, potential litigation and loss of business reputation.
Also inherent in order to obtain certain regulatory approvals, which maythe management of Linde’s production facilities and delivery systems, including storage, vehicle transportation and pipelines, are operational risks that require continuous training, oversight and control. Material operating failures at production, storage facilities or pipelines, including fire, toxic release and explosions, or the occurrence of vehicle transportation accidents could result in loss of valuelife, damage to the environment, loss of production and/or extensive property damage, all of which may negatively impact Linde’s financial results.
Linde may be subject to information technology system failures, network disruptions and breaches in data security.
Linde relies on information technology systems and networks for business and operational activities, and also stores and processes sensitive business and proprietary information in these systems and networks. These systems are susceptible to outages due to fire, flood, power loss, telecommunications failures, viruses, break-ins and similar events, or breaches of security.
Linde has taken steps to address these risks and concerns by implementing advanced security technologies, internal controls, network and data center resiliency and recovery processes. Despite these steps, however, our information technology systems have in the past been and in the future will likely be subject to increasingly sophisticated cyber attacks. Operational failures and breaches of security from such attempts could lead to the loss or disclosure of confidential information or personal data belonging to Linde or our employees and customers or suppliers. These failures and breaches could result in business interruption or malfunction and lead to legal or regulatory actions that could result in a material adverse impact on Linde’s operations, reputation and financial results. To date, such attempts have not had any significant impact on Linde's operations or financial results.
The inability to effectively integrate acquisitions or collaborate with joint venture partners could adversely impact Linde’s financial position and results of operations.
Linde has evaluated and expects to continue to evaluate, a wide array of potential strategic acquisitions and joint ventures. Many of these transactions, if consummated, could be material to its financial condition and results of operations. In addition, the process of integrating an acquired company, business or group of assets may create unforeseen operating difficulties and expenditures. Although historically Linde has been successful with its acquisition strategy and execution, the areas where Linde may face risks include:
•the need to implement or remediate controls, procedures and policies appropriate for a larger public company at companies that prior to the acquisition lacked these controls, procedures and policies;
•diversion of management time and focus from operating existing business to acquisition integration challenges;
•cultural challenges associated with integrating employees from the acquired company into the existing organization;
•the need to integrate each company’s accounting, management information, human resources and other administrative systems to permit effective management;
•difficulty with the assimilation of acquired operations and products;
•failure to achieve targeted synergies and cost reductions; and
•inability to retain key employees and business relationships of acquired companies.
Foreign acquisitions and joint ventures involve unique risks in addition to those assetsmentioned herein, including those related to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries.
Also, the anticipated benefit of potential future acquisitions may not materialize. Future acquisitions or businessesdispositions could result in the incurrence of debt, contingent liabilities or amortization expenses, or impairments of goodwill, any of which could adversely impact Linde’s financial results.
Linde is subject to a variety of international laws and government regulations and changes in, or failure to comply with, these laws or regulations could have an adverse impact on the company’s business, financial position and results of operations.
Linde is subject to regulations in the following areas, among others:
•environmental protection, including climate change and energy efficiency laws and policies;
•U.S. and non-U.S. tax laws and currency controls;
•safety;
•securities laws applicable in the United States, the European Union, and other jurisdictions;
•trade and import/export restrictions, as well as economic sanctions laws;
•antitrust matters;
•data protection;
•global anti-bribery laws, including the U.S. Foreign Corrupt Practices Act; and
•healthcare regulations.
Changes in these or other regulatory areas may impact Linde’s profitability and may give rise to new or increased compliance risks: it may become more complex and costly to ensure compliance, and the level of sanctions in the event of non-compliance may rise. Noncompliance with such laws and regulations could result in penalties or sanctions, cancellation of marketing rights or restrictions on participation in, or even exclusion from, public tender proceedings, all of which could have a material adverse impact on Linde’s financial results and/or reputation.
Such changes may also restrict Linde’s ability to compete effectively in the marketplace. Changes to regulations in the areas of environmental protection and climate change, for example, may impact customer and competitor behavior driving structural changes in key end markets. While Linde will work to mitigate these risks through the pursuit of strategic alliances and investment in applications technologies to capture new growth areas, given the uncertainty about the type and scope of new regulations, it is difficult to predict how such changes and their impact on market behavior will ultimately impact Linde’s business. However, such changes could have a material adverse impact on Linde's results of operations.
Doing business globally requires Linde to comply with anti-corruption, trade, compliance and economic sanctions and similar laws, and to implement policies and procedures designed to ensure that its employees and other intermediaries comply with the applicable restrictions. These restrictions include prohibitions on the sale or supply of certain products, services and any other economic resources to embargoed or sanctioned countries, governments, persons and entities. Compliance with these restrictions requires, among other things, screening of business partners. Despite its commitment to legal compliance and corporate ethics, the company cannot ensure that its policies and procedures will always protect it from intentional, reckless or negligent acts committed by employees or agents under the applicable laws. If Linde fails to comply with laws governing the conduct of international operations, Linde may be subject to criminal and civil penalties and other remedial measures, which could materially adversely affect its reputation, business and results of operations.
The outcome of litigation or governmental investigations may adversely impact the company’s business or results of operations.
Linde’s subsidiaries are party to various lawsuits and governmental investigations arising in the ordinary course of business. Adverse outcomes in some or all of the claims pending may result in significant monetary damages or injunctive relief that could adversely affect Linde’s ability to conduct business. Linde and its subsidiaries may in the future become subject to further claims and litigation, which is impossible to predict. The litigation and other claims Linde faces are subject to inherent uncertainties. Legal or regulatory judgments or agreed settlements might give rise to expenses which are not covered, or are not fully covered, by insurance benefits and may also lead to negative publicity and reputational damage. An unfavorable outcome or determination could cause a material adverse impact on the company’s results of operations.
Potential product defects or inadequate customer care may adversely impact Linde’s business or results of operations.
Risks associated with products and services may result in potential liability claims, the loss of customers or damage to Linde’s reputation. Principal possible causes of risks associated with products and services are product defects or an inadequate level of customer care when Linde is providing services.
Linde is exposed to legal risks relating to product liability in the countries where it operates, including countries such as the United States, where legal risks (in particular through class actions) have historically been more significant than in other countries. The outcome of any pending or future products and services proceedings or investigations cannot be predicted and legal or regulatory judgments or agreed settlements may give rise to significant losses, costs and expenses.
The manufacturing and sale of those assetsproducts as well as the construction and sale of plants by Linde may give rise to risks associated with the production, filling, storage, handling and transport of raw materials, goods or businesses at less than the desired price or under otherwise unfavorable conditions, in particular as a result of timing constraintswaste. Industrial gases are potentially hazardous substances and medical gases and the limited universerelated healthcare services must comply with the relevant specifications in order to not adversely affect the health of buyers acceptablepatients treated with them.
Linde’s products and services, if defective or not handled or performed appropriately, may lead to personal injuries, business interruptions, environmental damages or other significant damages, which may result, among other consequences, in liability, losses, monetary penalties or compensation payments, environmental clean-up costs or other costs and expenses, exclusion from certain market sectors deemed important for future development of the regulatory authorities, especially in challenging market conditions. The business combination agreement contemplates certain revenue and EBITDA thresholds with respect to such potential divestitures. The companies may also make certain other commitments regarding ongoing operations in certain jurisdictions in response to regulatory requirements. Linde plc, Praxair and Linde may not be successful in obtaining all required regulatory approvals, and if they are, any restrictions, requirements or conditions imposed by regulatorsloss of reputation. All these consequences could have a material adverse effect on theLinde’s business results of operations, financial condition and prospects of Linde plc and reduce substantially or eliminate the synergies and cost reductions and the advantages which Linde plc, Praxair and Linde expect to achieve from the business combination.
In addition, the business combination agreement, or certain covenants therein, may be terminated for, or may terminate as a result of, certain reasons, including, among others, a permanent injunction or order by any governmental entity in Ireland, the United Kingdom, Germany or the United States that prohibits or makes illegal the completion of the business combination, the occurrence of a change, event, occurrence or effect that has had or is reasonably expected to have a “material adverse change” (as defined in the business combination agreement) on Linde AG or Praxair, Inc. or the failure to obtain approval by requisite governmental regulators and authorities described in the preceding paragraph. No assurance can be given that no event giving rise to termination of the business combination agreement will occur.
Because the exchange ratios in the merger and the exchange offer are fixed, the market value of the Linde plc shares received by Praxair shareholders in the merger or by Linde AG shareholders in the exchange offer may be less than the market value of the Praxair or Linde AG shares that such holder held prior to the completion of the business combination.
Praxair shareholders will receive one Linde plc share for each of their Praxair shares in the merger and Linde AG shareholders who tendered their Linde AG shares in the exchange offer will receive 1.540 Linde plc shares for each Linde AG share tendered and not withdrawn. These exchange ratios are fixed and will not vary even if the market price of Praxair shares or Linde AG shares varies. The market value of Praxair shares and Linde AG shares at the time of the completion of the business combination may vary significantly from the value on the date of the execution of the business combination agreement, the date of this document, the date on which Praxair shareholders voted on the merger, the date on which Linde AG shareholders tendered their shares in the exchange offer or the expiration of the acceptance period. Because the exchange ratios will not be adjusted to reflect any changes in the market price of the Praxair shares or Linde AG shares, the value of the consideration paid to the Praxair shareholders in the merger or to the Linde AG shareholders who tendered their shares in the exchange offer may be lower than the market value of their Praxair or Linde AG shares, respectively, on earlier dates.
Changes in share prices may result from a variety of factors that are beyond the control of Linde plc, Praxair and Linde, including their respective business, operations and prospects, market conditions, economic development, geopolitical events, regulatory considerations, governmental actions, legal proceedings and other developments. Market assessments of the benefits of the business combination and of the likelihood that the business combination will be completed, as well as general and industry-specific market and economic conditions, may also have an adverse effect on share prices.
The pendency of the business combination, during which Praxair and Linde are subject to certain operating restrictions, could have an adverse effect on Linde plc’s, Praxair’s and Linde’s businesses and cash flows, financial condition and results of operations.
The pendency of the business combination could disrupt Praxair’s and Linde’s businesses, and uncertainty about the effect of the business combination may have an adverse effect on Linde plc, Praxair and Linde. These uncertainties could cause suppliers, vendors, partners, customers and others that deal with Praxair and Linde to defer entering into contracts with, or making other decisions concerning, Praxair and Linde or to seek to change or cancel existing business relationships with the companies. In addition, Praxair’s and Linde’s employees may experience uncertainty regarding their roles after the business combination. Employees may depart either before or after the completion of the business combination because of uncertainty and issues relating to the difficulty of coordination or because of a desire not to remain following the business combination. Therefore, the pendency of the business combination may adversely affect Linde plc’s, Praxair’s and Linde’s ability to retain, recruit and motivate key personnel. Additionally, the attention of Praxair’s and Linde’s management may be directed towards the completion of the business combination, including obtaining regulatory approvals, and may be diverted from the day-to-day business operations of Praxair and Linde. Matters related to the business combination may require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to Praxair and Linde. Additionally, the business combination agreement requires Praxair and Linde to refrain from taking certain specified actions, for example significant investments or disposals, while the business combination is pending (except those necessary in connection with obtaining regulatory approvals). These restrictions may prevent Praxair and Linde from pursuing otherwise attractive business opportunities or capital structure alternatives and from executing certain business strategies prior to the completion of the business combination. Further, the business combination may give rise to potential liabilities, including those that may result from pending and future shareholder lawsuits relating to the business combination or a post-completion reorganization. Any of these matters could adversely affect the businesses of, or harm the results of operations, financial condition or cash flows of Linde plc, Praxair and Linde.
Further, certain adverse changes in the business of Linde or Praxair in the period prior to the closing of the business combination may occur that would not result in Praxair, Linde or Linde plc having the right to terminate the business combination agreement, or certain covenants therein. If adverse changes occur but Praxair and Linde are still required to complete the business combination, the market value of Praxair shares, Linde AG shares or Linde plc shares may decrease. If the business combination is not completed, these risks may still materialize and materially adversely affect the business and financial results of Linde plc.
Negative publicity related to the business combination may materially adversely affect Linde plc, Praxair and Linde.
From time to time, political and public sentiment in connection with a business combination may result in a significant amount of adverse press coverage and other adverse public statements affecting the parties to the business combination. Adverse press coverage and public statements, whether or not driven by political or popular sentiment, may also result in legal claims or in investigations by regulators, legislators and law enforcement officials. Responding to these investigations and lawsuits, regardless of the ultimate outcome of the proceedings, can divert the time and effort of senior management from operating their businesses. Addressing any adverse publicity, governmental scrutiny or enforcement or other legal proceedings could be time-consuming and expensive and, regardless of the factual basis for the assertions being made, could have a negative impact on the reputation of Linde plc, Praxair and Linde, on the morale and performance of their employees and on their relationships with regulators, suppliers and customers. It may also have a negative impact on their ability to take timely advantage of various business and market opportunities. The direct and indirect effects of negative publicity, and the demands of responding to and addressing it, may have a material adverse effect on Linde plc’s, Praxair’s and Linde’s respective business and cash flows, financial condition and results of operations
Upon completion of the business combination, certain change-of-control rights under material agreements may be triggered.
Praxair and Linde are parties to agreements that contain change-of-control provisions that may be triggered upon completion of the business combination. Upon the triggering of these change-of-control provisions, the counterparties to the agreement may be able to exercise certain rights that have a negative effect on Praxair, Linde or, after the business combination,
Linde plc. For example, the terms of Linde’s approximately €8.5 billion notes outstanding include change of control clauses triggered by a change of control of Linde AG and a resulting below investment grade ratings downgrade of Linde AG’s corporate and debt ratings. In addition, Linde’s €2.5 billion undrawn syndicated credit facility and Praxair’s $2.5 billion credit facility each include a change of control clause relating to a change of control of Linde AG and Praxair, Inc., respectively. If parties to agreements with change-of-control provisions exercise such rights, contracts that are beneficial to Linde or Praxair may be terminated which may have an adverse effect on the business, the cash flows and the financial condition and results of operations of Linde plc, Praxair and Linde.
The business combination triggered a mandatory takeover offer with respect to Linde’s listed local subsidiary in India, and may require such mandatory takeover offers in other jurisdictions.
The completion of the business combination will result in Linde plc acquiring indirect control of Linde’s subsidiaries listed on local stock exchanges. Should relevant conditions under local laws of individual jurisdictions be met and if an exemption is not available or granted under the respective regulations, the business combination may trigger the obligation to make a public offer with respect to the outstanding shares in certain of Linde’s subsidiaries that are publicly listed. To the extent that Linde plc is unable to obtain any applicable exemption, potentially costly and complex takeover procedures may have to be conducted. In addition, the granting of any applicable exemption may depend on the discretion of the competent authority and may also depend on the competent authority’s interpretation of the applicable laws and regulations, including the need for any application for any such exemption. No assurance can be provided that the respective competent authorities will grant the requested exemptions or will confirm that no mandatory takeover offers with respect to any such listed subsidiaries will be required as a result of the transaction, even if such authority may have granted exemptions for similar transactions in the past. Accordingly, the business combination will require such a mandatory takeover offer in India, subject to and following the completion of the business combination, and may require such mandatory takeover offers in other jurisdictions, which would result in additional transaction costs and complexity.
Praxair and Linde have incurred and will continue to incur significant transaction fees and costs in connection with the business combination.
Praxair and Linde expect to continue to incur a number of significant non-recurring implementation and restructuring costs associated with combining the operations of the two companies. In addition, Praxair and Linde will incur significant banking, legal, accounting and other transaction fees and costs related to the business combination. Additional costs substantially in excess of currently anticipated costs may also be incurred in connection with the integration of the businesses of Praxair and Linde.
Any cost savings or other efficiencies related to the integration of the businesses that could offset these transaction- and combination-related costs over time may not be achieved in the near term, or at all. In addition, the timeline in which cost savings are expected to be realized is lengthy and may not be achieved. Failure to realize these synergies and cost reductions and other efficiencies in a timely manner or at all could have a material adverse effect on Linde plc’s, Praxair’s and Linde’s respective businesses and cash flows, financial condition and results of operations.
Linde plc may fail to realize the anticipated strategic and financial benefits sought from the business combination.
Linde plc may not realize all of the anticipated benefits of the business combination. The success of the business combination will depend on, among other things, Linde plc’s ability to combine Praxair’s business with Linde’s business in a manner that facilitates growth and realizes anticipated cost savings. In addition, the actual integration of Praxair and Linde will involve complex operational, technological and personnel-related challenges. This process will be time-consuming and expensive, and it may be disruptive to the combined businesses. Linde plc may not realize all of the anticipated benefits of the business combination. Difficulties in the integration of the businesses, which may result in significant costs and delays, include:
managing a significantly larger combined group;
aligning and executing the strategy of the combined group;
integrating and unifying the offerings and services available to customers and coordinating distribution and marketing efforts in geographically separate organizations;
coordinating corporate and administrative infrastructures and aligning insurance coverage;
coordinating accounting, information technology, communications, administration and other systems;
addressing possible differences in corporate cultures and management philosophies;
the combined group becoming subject to Irish laws and regulations and legal action in Ireland;
coordinating the compliance program and creating uniform financial reporting, information technology and other standards, controls, procedures and policies;
the implementation, ultimate impact and outcome of potential post-completion reorganization transactions, which may be delayed or not take effect as a result of litigation or otherwise;
unforeseen and unexpected liabilities related to the business combination or Linde plc’s business;
managing tax costs or inefficiencies associated with integrating the operations of the combined group;
identifying and eliminating redundant and underperforming functions and assets;
effecting actions that may be required in connection with obtaining regulatory approvals; and
a deterioration of credit ratings.
These and other factors could result in increased costs and diversion of management’s time and energy, as well as decreases in the amount of expected revenue and earnings, which could materially impact Linde plc’s business, financial condition and results of operations. The integration process and other disruptions resulting from the business combination may also adversely affect Linde plc’s relationships with employees, suppliers, customers, distributors, licensors and others with whom Praxair and Linde have business or other dealings, and difficulties in integrating the businesses of Praxair and Linde could harm the reputation of the combined group.
If the combined group is not able to successfully combine the businesses of Praxair and Linde in an efficient, cost-effective and timely manner, the anticipated benefits and cost savings of the business combination may not be realized fully, or at all, or may take longer to realize than expected.
Linde plc intends to implement certain post-closing reorganization transactions with respect to Linde AG. If the effectiveness of such transactions is delayed as a result of litigation or otherwise or does not occur, this may have an adverse effect on the ability to realize synergies and cost reductions and on the market value of Linde plc shares.
Following completion of the business combination, Linde AG will be an indirect subsidiary of Linde plc and, thus, a dependent company within the meaning of Section 17 of the German Stock Corporation Act. The legal framework for this dependency between Linde plc and Linde AG is, subject to other applicable law, set forth in Sections 311 et seq. of the German Stock Corporation Act, which may prevent or impede the realization of synergies and cost reductions absent certain post-closing reorganization transactions, which may include a domination agreement or a cash merger squeeze-out under German law. If the effectiveness of such transactions is delayed as a result of litigation or otherwise or does not occur, Linde plc may be unable to initiate any transactions or measures that are disadvantageous to Linde AG, unless Linde plc provides adequate compensation to Linde AG, which may preclude Linde plc from implementing certain transactions related to the integration of Linde into the combined group, including realizing synergies. The failure to realize synergies may lead to a decline of the market value of Linde plc shares.
Linde plc may experience a loss of customers or may fail to win new customers in certain countries.
Following the completion of the business combination, third parties with whom Praxair or Linde had relationships prior to the announcement of the business combination may terminate or otherwise reduce the scope of their relationship with either party in anticipation or after the completion of the business combination. In addition, the combined group may face difficulties to acquire new customers in certain countries. Any such loss of business or the inability to win new customers could limit the combined group’s ability to achieve the anticipated benefits of the business combination. Such risks could also be exacerbated by a delay in the settlement of the exchange offer and the business combination.
Linde plc may be unable to retain and motivate Praxair and/or Linde personnel successfully.
The success of the business combination will depend, in part, on Linde plc’s ability to retain the talents and dedication of key employees, including key decision-makers, currently employed by Praxair and Linde. Such employees may decide not to remain with Praxair and Linde, as applicable, while the business combination is pending or with the combined group after the business combination is completed. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, the combined group’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating Praxair and Linde to hiring suitable replacements, all of which may cause Linde plc’s business to deteriorate. Praxair and Linde may not be able to locate suitable replacements for any key employees who leave either company, or offer employment to potential replacements on reasonable terms. In addition, Linde plc, Praxair and Linde may not be able to motivate certain key employees following the completion of the business combination due to organizational changes, reassignments of responsibilities, the perceived lack of appropriate opportunities for advancement or other reasons. If the combined group fails to successfully retain and motivate the employees of Praxair and/or Linde, relevant capabilities and expertise may be lost which may have an adverse effect on the cash flows and the financial condition and results of operations of Linde plc, Praxair and Linde.
A change in Linde plc’s tax residency could have a negative effect on Linde plc’s future profitability, and may trigger taxes on dividends or exit charges.
Linde plc intends to continue to manage its affairs so that it is centrally managed and controlled in, and effectively managed from, the United Kingdom and therefore has its tax residency only in the United Kingdom. However, we cannot assure you that Linde plc is or will continue to be resident only in the United Kingdom for tax purposes.
Under current Irish legislation, an Irish incorporated company will be considered Irish tax resident except where it is tax resident in a territory with which Ireland has a double tax treaty, under the terms of the double tax treaty. Under current U.K. legislation, a company that is centrally managed and controlled in the United Kingdom is regarded as resident in the United Kingdom for taxation purposes unless it is treated as resident in another jurisdiction pursuant to any appropriate double tax treaty with the United Kingdom. Other jurisdictions may also seek to assert taxing jurisdiction over Linde plc. For example, a company is subject to German taxation on its worldwide income if it has either its registered seat or place of effective management and control in Germany. This is a question of fact and needs to be determined on an overall assessment of the actual circumstances. Where a company is treated as tax resident under the domestic laws of both the United Kingdom and Ireland, article 4(3) of the Double Tax Convention between Ireland and the United Kingdom (the “residence tie-breaker”) currently provides that the company shall be treated as resident only in one of those two jurisdictions if its place of effective management is situated there. A similar situation would exist if Linde plc was treated as a tax resident under the domestic laws of both the United Kingdom and Germany, or of Ireland and Germany.
The Organisation for Economic Co-operation and Development has proposed a number of measures relating to the tax treatment of multinationals, some of which are to be implemented by amending double tax treaties through a multilateral instrument (“MLI”). The MLI has been signed by a number of countries, including Germany, Ireland and the United Kingdom. The MLI allows signatories to opt into or out of certain changes: the effect for a given double tax convention depends on the options chosen by the two contracting states. Ireland and the United Kingdom have indicated they intend to change the residence tie-breaker so that it will depend on a ruling by the “competent authorities” (that is, the tax authorities) of the two contracting states, instead of an objective application of the place of effective management test. Accordingly, if Ireland and the United Kingdom maintain their position and enough countries ratify the MLI, the residence tie-breaker would be amended to depend on a determination by Irish Revenue Commissioners and HM Revenue and Customs. It is not certain when this will take place nor what factors will be taken into account in making the determination, but Linde plc does not expect such a determination to alter its tax residency.
It is possible that in the future, whether as a result of a change in law (including the entry into force of the MLI or a change to the intention of Germany, Ireland or the United Kingdom in relation to the MLI) or the practice of any relevant tax authority or as a result of any change in the conduct of Linde plc’s affairs, Linde plc could become, or be regarded as having become, resident in a jurisdiction other than the United Kingdom. If Linde plc ceases to be resident in the United Kingdom and becomes resident in another jurisdiction, it may be subject to U.K. exit charges, and could become liable for additional tax charges in the other jurisdiction (including, by way of example, dividend withholding taxes or corporate income tax charges). If Linde plc were to be treated as resident in more than one jurisdiction, it could be subject to multiple taxation. If, for example, Linde plc were considered to be a tax resident of Ireland, Linde plc could become liable for Irish corporation tax and any dividends paid by it could be subject to Irish dividend withholding tax. If Linde plc were to be treated as tax resident in Germany, it would become liable for German corporate income tax on its worldwide income and trade tax on its income allocable to its German business, and dividends paid by Linde plc to its shareholders could be subject to German dividend withholding tax, and such tax may not be fully creditable or refundable under a double tax convention or the domestic rules of a shareholder.
The relevant criteria for Linde plc’s treatment as a foreign corporation for U.S. federal tax purposes may not be met, or the IRS may not agree with the conclusion that Linde plc should be treated as such.
Although Linde plc is incorporated in Ireland, the U.S. Internal Revenue Service (the “IRS”) may assert that Linde plc should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to Section 7874 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Further, changes to Section 7874 of the Code or the U.S. Treasury Regulations promulgated thereunder, or interpretations thereof, could affect Linde plc’s status as a foreign corporation.
For U.S. federal income tax purposes, a corporation is generally considered a U.S. “domestic” corporation (or U.S. tax resident) if it is organized in the United States, and a corporation is generally considered a “foreign” corporation (or non-U.S. tax resident) if it is not a U.S. domestic corporation. Because Linde plc is an entity incorporated in Ireland, it would generally be classified as a foreign corporation (or non-U.S. tax resident) under these rules. However, Code Section 7874 provides an
exception under which a foreign incorporated entity may, in certain circumstances, be treated as a U.S. domestic corporation for U.S. federal income tax purposes.
Unless Linde plc has satisfied the substantial business activities exception, as defined in Section 7874 and described in more detail below (the “Substantial Business Activities Exception”), Linde plc would be treated as a U.S. domestic corporation (i.e., as a U.S. tax resident) for U.S. federal income tax purposes under Code Section 7874 if the percentage (by vote or value) of Linde plc shares considered to be held by former holders of Praxair shares after the merger by reason of holding Praxair shares for purposes of Code Section 7874 (the “Section 7874 Percentage”) is 60% or more (if, as expected, the “Third Country Rule” applies; under the Third Country Rule, if (i) there is an acquisition of a domestic company by a foreign acquiring company in which the Section 7874 Percentage is at least 60% (reduced from the general 80% threshold otherwise applicable under Section 7874 of the Code and the U.S. Treasury Regulations promulgated thereunder), and (ii) in a related acquisition, such foreign acquiring company acquires another foreign corporation and the foreign acquiring company is not subject to tax as a resident in the foreign country in which the acquired foreign corporation was subject to tax as a resident prior to the merger, then the foreign acquiring company will be treated as a U.S. domestic corporation for U.S. federal income tax purposes). In order for Linde plc to satisfy the Substantial Business Activities Exception, at least 25% of the employees (by headcount and compensation), real and tangible assets and gross income of the Linde plc expanded affiliated group must be based, located and derived, respectively, in the country in which Linde plc is a tax resident after the merger. The Substantial Business Activities Exception is not expected to be satisfied.
The Section 7874 Percentage is currently expected to be less than 60%. However, the calculation of the Section 7874 Percentage is complex, is calculated based on the facts as of the effective time of the merger, is subject to detailed regulations (the application of which is uncertain in various respects and would be impacted by changes in such regulations) and is subject to factual uncertainties (including fluctuations in the value of Praxair shares, and therefore in the value of Linde plc shares, as of the effective time of the merger). As a result, the IRS could assert that the Section 7874 Percentage is greater than or equal to 60% and that Linde plc therefore is treated for U.S. federal income tax purposes as a U.S. domestic corporation (i.e., as a U.S. tax resident). If the IRS successfully challenges Linde plc’s status as a foreign corporation, significant adverse tax consequences would result for Linde plc, the combined group and for certain of Linde plc’s stockholders.
Linde plc is not currently expected to be treated as a domestic corporation, but it is possible that changes in U.S. federal income tax law could alter that result.
Transfers of Linde plc ordinary shares may be subject to Irish stamp duty.
For the majority of transfers of Linde plc shares, there will not be any Irish stamp duty. However, Irish stamp duty will become payable in respect of certain share transfers occurring after completion of the business combination. A transfer of Linde plc shares from a seller who holds shares beneficially (i.e. through DTC or Clearstream) to a buyer who holds the acquired shares beneficially will not be subject to Irish stamp duty (unless the transfer involves a change in the nominee that is the record holder of the transferred shares). A transfer of Linde plc shares by a seller who holds shares directly (i.e. not through DTC or Clearstream) to any buyer, or by a seller who holds the shares beneficially to a buyer who holds the acquired shares directly, may be subject to Irish stamp duty (currently at the rate of 1% of the price paid or the market value of the shares acquired, if higher) payable by the buyer. A shareholder who directly holds shares may transfer those shares into his or her own broker account to be held through DTC/Clearstream (or vice versa) without giving rise to Irish stamp duty provided that the shareholder has confirmed to Linde plc’s transfer agent that there is no change in the ultimate beneficial ownership of the shares as a result of the transfer and the transfer is not in contemplation of a sale of the shares.
Because of the potential Irish stamp duty on transfers of Linde plc shares, directly registered Praxair shareholders may face disadvantages if they do not open broker accounts and do not transfer their shares into such accounts as soon as possible, and in any event prior to completion of the business combination. Any person who wishes to acquire Linde plc shares after completion of the business combination may face disadvantages if they do not acquire such shares through DTC or Clearstream.
Changes in tax laws and policy could adversely impact Linde plc's financial position or results of operations.
Linde plc, Praxair and Linde are subject to the tax rules and regulations in the U.S., Germany, Ireland, the U.K. and other countries in which Linde plc, Praxair and Linde and their affiliates operate. Such tax rules and regulations are subject to change on a prospective or retroactive basis. Under current economic and political conditions, including the referendum in June 2016 in the U.K. in which voters approved an exit from the EU and the ongoing exit process, tax rates and policies in any jurisdiction, including the U.S., the U.K. and EU, are subject to significant change. In particular, since Linde plc is expected to be treated as U.K. tax resident, any potential changes in the tax rules applying to U.K. tax-resident companies would directly
affect Linde plc.
When tax rules change, this may result in a higher tax expense and the need to make higher tax payments. In addition, changes in tax legislation may have a significant impact on Linde plc’s, Praxair’s and Linde’s tax receivables and tax liabilities as well as on their deferred tax assets and deferred tax liabilities. Moreover, uncertainty about the tax environment in some regions may restrict Linde plc’s, Praxair’s or Linde’s opportunities to enforce their respective rights under the law. Companies in the combined group will also operate in countries with complex tax regulations which could be interpreted in different ways. Interpretations of these regulations or changes in the tax system might have an adverse impact on the tax liabilities, profitability and business operations of Praxair, Linde or the combined group. Linde plc, Praxair, Inc. and Linde AG and their respective subsidiaries are subject to periodic audits by the tax authorities in various jurisdictions or other review actions by the relevant financial or tax authorities. The ultimate tax outcome may differ from the amounts recorded in Linde plc’s, Praxair’s and Linde’s financial statements and may materially affect their respective financial results for the period when such determination is made.
In the current environment, the U.S. Congress, the European Union, the Organisation for Economic Co-operation and Development and other government agencies in jurisdictions where Linde plc and its affiliates do business have had an extended focus on issues related to the taxation of multinational corporations. One area of focus has been “base erosion and profit shifting,” including situations where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. However, the prospect of any reform with respect to these issues remains highly uncertain. Any such changes, among other possible changes in applicable tax rules and regulations, could affect the treatment of Linde plc, Praxair, Linde, or their respective affiliates or shareholders significantly. Additionally, on December 22, 2017, tax reform legislation was enacted in the United States. This legislation made significant changes to the U.S. Internal Revenue Code that are are highly complex and unclear and there is limited guidance regarding their application. The overall impact of this legislation also depends on the future interpretations and regulations that may be issued by U.S. tax authorities.
There has been no prior public market for Linde plc shares, and the market price of Linde plc shares may be volatile.
Linde plc will list the Linde plc shares on the NYSE and the Frankfurt Stock Exchange. It is not expected, but cannot be entirely excluded that an active public market for Linde plc shares may not develop or be sustained after the completion of the business combination. Linde plc cannot predict the extent to which a trading market will develop or how liquid that market might become.
The market price of Linde plc shares may be volatile. Broad general economic, political, market and industry factors may adversely affect the market price of Linde plc shares, regardless of Linde plc’s actual operating performance. Factors that could cause fluctuations in the price of Linde plc shares may include, among other things:
actual or anticipated variations in operating results and the results of competitors;
changes in financial estimates by Linde plc or by any securities analysts that might cover Linde plc shares;
conditions or trends in the industry, including regulatory changes;
announcements by Linde plc or its competitors of significant acquisitions, strategic partnerships or divestitures;
announcements of investigations or regulatory scrutiny of Linde plc’s operations or lawsuits filed against it;
additions or departures of key personnel; and
issues or sales of Linde plc shares, including sales of shares by its directors and officers or its strategic investors.
Shareholders of Linde plc may lose parts of or their entire investment, if the market price of Linde plc shares falls due to one or several of the described factors.
Any dividend paid in respect of Linde plc shares is subject to a number of factors, including the distributions of earnings to Linde plc by its subsidiaries, the financial condition and results of operations of the combined group, as well as the distributable reserves of Linde plc.
Although Linde plc currently expects to pay dividends, any dividend paid or changes to dividend policy are within the discretion of the board of directors and will depend upon many factors, including distributions of earnings to Linde plc by its subsidiaries, the financial condition and results of operations of the combined group, legal requirements, including limitations imposed by Irish law, terms of any outstanding shares of preferred stock, restrictions in any debt agreements that limit its ability to pay dividends to shareholders, restrictions in any series of preferred stock and other factors the board of directors deems relevant. As a holding company, Linde plc will conduct substantially all of its operations through its subsidiaries, such
entities will generate substantially all of its operating income and cash flow, and Linde plc’s ability to pay dividends is limited under Irish law to the extent it has distributable reserves. Distributable reserves means the accumulated realized profits so far as not previously utilized by distribution or capitalization, less accumulated realized losses so far as not previously written off in a reduction or a reorganization of capital duly made. In addition, no distribution or dividend may be made if, at that time, the net assets of Linde plc are not, or would not be after giving effect to such distribution or dividend, equal to, or in excess of, the aggregate of Linde plc’s called-up share capital plus undistributable reserves. Linde plc’s ability to pay dividends in the future is affected by a number of factors, principally on its ability to receive sufficient dividends from its subsidiaries. The ability of such entities to make dividend payments to Linde plc depends largely on their financial condition and ability to generate profits. In addition, because Linde plc’s subsidiaries are separate and distinct legal entities, they will have no obligation to pay any dividends or to lend or advance to Linde plc funds and may be restricted from doing so by contract, including other financing arrangements, charter provisions, other shareholders or the applicable laws and regulations of the various countries in which they operate. Additionally, claims of the creditors of Linde plc’s subsidiaries have priority over any claims that Linde plc may have with respect to the assets of its subsidiaries. Further, the ability of Linde plc to direct dividend payments from Linde AG may be limited subject to Linde AG becoming a wholly-owned indirect subsidiary of Linde plc for which there can be no assurance. Any delay in implementing the post-completion reorganization could adversely impact the payment of dividends from Linde AG to Linde plc.
Linde plc will not have distributable reserves immediately following completion of the business combination. Until such time as Linde plc creates distributable reserves through dividends from its subsidiaries, the creation of distributable reserves of Linde plc (by reducing its share premium) requires the approval of the Irish High Court and, in connection with seeking such court approval, the approval of Praxair shareholders on a non-binding advisory basis was obtained at the special meeting of shareholders of Praxair, Inc. and approval on a non-binding advisory basis is provided by the Linde AG shareholders as part of the offer acceptance to allow for the creation of distributable reserves of Linde plc. Linde plc is not aware of any reason why the Irish High Court would not approve the creation of distributable reserves, however, the issuance of the required order is a matter for the discretion of the Irish High Court. In the event that distributable reserves of Linde plc are not created in this way, distributions by way of dividends, share repurchases or otherwise will generally not be permitted under Irish law until such time as the group has created sufficient distributable reserves in the audited statutory financial statements of Linde plc as a result of its business activities.
The rights of the shareholders of Linde plc and the responsibilities of members of Linde plc's board of directors will be governed by Irish law and the Linde plc constitution, which will differ in some respects from the rights and responsibilities of shareholders under Delaware or German law and the current organizational documents of Praxair, Inc. and Linde AG.
Following the completion of the business combination, Linde plc’s corporate affairs will be governed by the Linde plc constitution and the laws governing companies incorporated in Ireland. The rights of Linde plc shareholders and the responsibilities of members of the Linde plc board of directors under the laws of Ireland will differ from the rights of shareholders and the responsibilities of a company’s board of directors under the laws of Delaware and the supervisory board and executive board of a company under German law.
Irish law significantly limits the circumstances under which shareholders in Irish companies may bring derivative actions and does not afford appraisal rights to dissenting shareholders in the form available under certain circumstances to shareholders of a U.S. company.
Praxair shareholders and Linde AG shareholders will have a reduced ownership and voting interest after the business combination and will exercise less influence over management of the combined group.
After the completion of the business combination, Praxair shareholders and Linde AG shareholders will own a smaller percentage of Linde plc than they currently own of Praxair, Inc. and Linde AG, respectively, because ownership in Linde plc shares will be allocated between Praxair and Linde AG shareholders in accordance with the exchange ratios set forth in the business combination agreement. Consequently, Praxair shareholders, as a group, will have reduced ownership and voting power in the combined group compared to their current ownership and voting power in Praxair, Inc., and Linde AG shareholders, as a group, will have reduced ownership and voting power in the combined group compared to their current ownership and voting power in Linde AG and each, as a group, could exercise less influence over the management and policies of the combined group than they currently have over the management and policies of Praxair and Linde, respectively.
Linde plc shareholders could be diluted in the future if Linde plc increases its issued share capital because of the dis-application of statutory preemption rights. In addition, shareholders in certain jurisdictions, including the United States, may not be able to exercise their pre-emption rights even if those rights have not been dis-applied.
As a matter of Irish law, holders of Linde plc shares will have a pre-emption right with respect to any issuance of Linde plc shares for cash consideration or the granting of rights to subscribe for Linde plc shares for cash consideration, unless such pre-emption right is dis-applied, in whole or in part, either in the Linde plc constitution or by resolution of the shareholders of Linde plc at a general meeting of shareholders or otherwise. It is intended that the Linde plc constitution that will be in effect upon the completion of the business combination will dis-apply the statutory pre-emption rights to the maximum extent permitted by Irish law, i.e., the Linde plc board of directors will be permitted to issue up to all of Linde plc’s authorized but unissued share capital on a non pre-emptive basis for cash consideration at any stage during the period of five years after the date of completion of the business combination. Accordingly, the board of directors will have discretion to issue up to all of Linde plc’s authorized but unissued share capital for cash consideration without regard to pre-emption rights for a period of five years from the date of completion of the business combination. In addition, even if the dis-application of pre-emption rights contained in the Linde plc constitution expires (and is not renewed by shareholders at general meeting) or is terminated by the shareholders of Linde plc in a general meeting, due to laws and regulations in certain jurisdictions outside Ireland, shareholders in such jurisdictions may not be able to exercise their pre-emption rights unless Linde plc takes action to register or otherwise qualify the rights offering under the laws of that jurisdiction. For example, in the United States, U.S. holders of Linde plc shares may not be able to exercise pre-emption rights unless a registration statement under the Securities Act is declared effective with respect to the Linde plc shares issuable upon exercise of such rights or an exemption from the U.S. registration requirements is available. If shareholders in such jurisdictions are unable to exercise their pre-emption rights, their ownership interest in Linde plc would be diluted. Any future issuance of Linde plc shares or debt instruments convertible into Linde plc shares where pre-emption rights of Linde plc shareholders are not available or are excluded would result in the dilution of existing Linde plc shareholders and reduce the earnings per Linde plc share, which could have a material adverse effect on the price of Linde plc shares.
U.S. civil liabilities may not be enforceable against Linde plc.Linde.
Linde plc is organized under the laws of Ireland and substantial portions of its assets will beare located outside of the United States. In addition, certain members of the board of directors and officers of Linde plc (the “Linde plc board of directors”)and its subsidiaries reside outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon Linde plc or such other persons, or to enforce outside the United States judgments obtained against such persons in U.S. courts in any action, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. In addition, it may be difficult for investors to enforce, in original actions brought in courts in jurisdictions located outside the United States, rights predicated upon the U.S. federal securities laws.
A judgment for the payment of money rendered by a court in the United States based on civil liability would not be automatically enforceable in Ireland. There is no treaty between Ireland and the United States providing for the reciprocal enforcement of foreign judgments. The following requirements must be met before the foreign judgment will be deemed to be enforceable in Ireland:Ireland (i) the judgment must be for a definite sum, (ii) the judgment must be final and conclusive; and (iii) the judgment must be provided by a court of competent jurisdiction.
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(i) | the judgment must be for a definite sum; |
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(ii) | the judgment must be final and conclusive; and |
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(iii) | the judgment must be provided by a court of competent jurisdiction. |
An Irish court will also exercise its right to refuse judgment if the foreign judgment (a)(i) was obtained by fraud; (b)(ii) violated Irish public policy; (c)(iii) is in breach of natural justice; or (d)(iv) if the judgment is irreconcilable with an earlier foreign judgment.
Based on the foregoing, there can be no assurance that U.S. investors will be able to enforce against Linde plc, any member of its board of directors, the Linde AG supervisory board or executive board, or the Praxair, Inc. board of directors, or any officer of such companies, or any expert named herein who is a resident of a country other than the United States, any judgments obtained in U.S. courts in civil and commercial matters, including judgments under the U.S. federal securities laws.
In addition, there is doubt as to whether an Irish court would accept jurisdiction and impose civil liability on Linde plc, any member of its board of directors, or any officer who is a resident of a country other than the United States,such persons in an original action predicated solely upon the U.S. federal securities laws brought in a court of competent jurisdiction in Ireland against Linde plc or such directormember, officer or officer,expert, respectively.
Changes in tax laws or policy could adversely impact the company’s financial position or results of operations. ItemLinde and its subsidiaries are subject to the tax rules and regulations in the U.S., Germany, Ireland, the U.K. and other countries in which they operate. Those tax rules and regulations are subject to change on a prospective or retroactive basis. Under current economic and political conditions tax rates and policies in any jurisdiction, including the U.S., the U.K. and the EU, are subject to significant changes which could result in a significant change to Linde's current and deferred income tax. In particular, since Linde is currently treated as U.K. tax resident, any potential changes in the tax rules applying to U.K. tax-resident companies would directly affect Linde.
This includes the Organization for Economic Cooperation & Development's (“OECD”) framework for a 15% global minimum tax rate (“Pillar Two”). The U.K. and a majority of EU member states implemented Pillar Two effective January 1, 2024. The OECD continues to issue additional guidance as countries adopt legislation. Linde continues to monitor and evaluate enacted and pending legislation in the jurisdictions in which it operates, as such changes could result in an increase in our effective tax rate.
A change in Linde’s tax residency could have a negative effect on the company’s future profitability and may trigger taxes on dividends or exit charges. If Linde ceases to be resident in the U.K. and becomes resident in another jurisdiction, it may be subject to U.K. exit charges, and/or could become liable for additional tax charges in the other jurisdiction. If Linde were to be treated as resident in more than one jurisdiction, it could be subject to duplicative taxation. Furthermore, although Linde is incorporated in Ireland and is not expected to be treated as a domestic corporation for U.S. federal income tax purposes, it is possible that the IRS could challenge this result or that changes in U.S. federal income tax law could alter this result. If the IRS successfully asserted such a position or the law were to change, significant adverse tax consequences may result for Linde, the company and Linde’s shareholders.
Changes in tax laws may result in higher tax expense and tax payments. In addition, changes in tax legislation and uncertainty about the tax environment in some regions may restrict Linde's opportunity to enforce its respective rights under the law. Linde also operates in countries with complex tax regulations which could be interpreted in different ways. Linde and its subsidiaries are subject to audits by taxing authorities in various jurisdictions or other review actions by the relevant financial or tax authorities. The ultimate tax outcome may differ from the amounts recorded in Linde’s or its subsidiaries’ financial statements and may materially affect their respective financial results for the period when such determination is made.
ITEM 1B. Unresolved Staff Comments
None.
Item 2. Properties
Linde plc neither rents nor owns any properties. Linde plc uses the office space of Linde located at The Priestley Centre, 10 Priestley Road, Surrey Research Park, Guildford, Surrey GU2 7XY United Kingdom at no cost.
Item 3. Legal Proceedings
None.
Item 4. Mine Safety Disclosures
UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C. CYBERSECURITY
Risk Management & Strategy
Cybersecurity is identified as a top enterprise risk given the company's reliance on information technology systems and networks for business and operational activities. Linde has taken steps to address these risks and concerns by implementing cybersecurity and risk management processes that include advanced security technologies, internal controls, network and data center resiliency and disaster recovery processes.
Linde is implementing a series of security enhancements based on the Zero Trust principle. Linde maintains a Standard Operating Procedure for Global Security Incident Response that defines how Linde responds to cyber incidents, including escalation, reporting and remediation procedures. Dedicated cybersecurity teams conduct surveillance for potential threats and implement both procedural and technological controls to protect data and to maintain safe, uninterrupted operations. The company engages third parties in connection with these efforts to provide independent analysis and advice on cybersecurity risks, incidents and other cyber security related matters. In addition, to help our people recognize information and cybersecurity concerns and respond accordingly, Linde conducts mandatory trainings and cybersecurity awareness programs for employees.
Third party software providers that facilitate Linde’s business activities are also sources of cybersecurity risk for the company. Linde performs risk assessment procedures including evaluation of the overall health of the control environment for certain third-party providers.
Despite these steps, however, our information technology systems have in the past been and in the future will likely be subject to increasingly sophisticated cyber attacks. Operational failures and breaches of security from such attempts could lead to the loss or disclosure of confidential information or personal data belonging to Linde or our employees and customers or suppliers. These failures and breaches could result in business interruption or malfunction and lead to legal or regulatory actions that could result in a material adverse impact on Linde’s operations, reputation and financial results. To date, such attempts have not had any significant impact on Linde's operations or financial results.
Governance
Information and cybersecurity risk management fall under the oversight of the Audit Committee. The Audit Committee receives an annual review, followed by quarterly updates, of the Company’s cybersecurity systems, enhancements, strategies and risk management efforts, and the Chair of the Audit Committee will be promptly notified of any material cybersecurity breach incident. In addition, the full Board reviews cybersecurity as part of its regular risk reviews. Linde has appointed a Global Chief Information Officer (CIO) reporting to the Chief Financial Officer (CFO). A Chief Information Security Officer reports to the CIO and is supported by a global IT security team.
ITEM 2. PROPERTIES
Linde's principal executive offices are located in leased office space in Woking, United Kingdom and owned office space in Danbury, Connecticut. Linde also owns principal administrative office space in Tonawanda, New York, United States and Pullach, Germany.
Due to the nature of Linde’s industrial gas products, it is generally uneconomical to transport most products distances greater than a few hundred miles from the production facility. As a result, Linde operates a significant number of production facilities spread globally throughout a number of geographic regions.
The following is a description of production facilities for Linde by segment. No significant portion of these assets was leased at December 31, 2023. Generally, these facilities are utilized and are sufficient to meet the company's manufacturing needs.
Americas
The Americas segment operates production facilities primarily in the U.S., Canada, Mexico and Brazil, approximately 350 of which are mainly cryogenic air separation plants, hydrogen plants and carbon dioxide plants. There are five major pipeline complexes in North America located in northern Indiana, Houston, along the Gulf Coast of Texas, Detroit and Louisiana. Also located throughout the Americas are noncryogenic air separation plants, packaged gas facilities and other smaller plant facilities.
EMEA
The EMEA segment has production facilities primarily in Germany, the U.K., Eastern Europe, France, Sweden and the Republic of South Africa which include approximately 275 cryogenic air separation plants and carbon dioxide plants. Also located throughout Europe are noncryogenic air separation plants, pipelines, hydrogen, packaged gas facilities and other smaller plant facilities.
APAC
The APAC segment has production facilities located primarily in China, Australia, India, South Korea and Thailand, approximately 230 of which are cryogenic air separation plants and carbon dioxide plants. Also located throughout Asia are noncryogenic air separation plants, pipelines, hydrogen, packaged gas and other production facilities.
Engineering
The Engineering business designs and constructs turnkey process plants for third-party customers as well as for the gases businesses in many locations worldwide, such as air separation, hydrogen, synthesis, olefin and natural gas plants. Plant components are produced in owned factories in Tacherting, Germany; Hesingue, France; New York and Oklahoma, United States; and Dalian, China.
ITEM 3. LEGAL PROCEEDINGS
Information required by this item is incorporated herein by reference to the section captioned “Notes to Consolidated Financial Statements – 17. Commitments and Contingencies” in Item 8 of this 10-K.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Linde plc shares trade on the Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbol “LIN”. At December 31, 2023 there were 6,596 shareholders of record. From January 1, 2023 through November 6, 2023, Linde’s shares were traded on the New York Stock Exchange (“NYSE”), but effective November 7, 2023, Linde delisted its shares from the NYSE and began listing and trading its shares on the Nasdaq.
Purchases of Equity Securities – Certain information regarding purchases made by or on behalf of the company or any affiliated purchaser (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended) of its ordinary shares during the three months ended December 31, 2023 is provided below:
| | | | | | | | | | | | | | | | | | | | | | | |
| Period | Total Number of Shares Purchased (Thousands) | | Average
Price Paid
Per Share | | Total Number of Shares Purchased as Part of Publicly Announced Programs (1) (Thousands) | | Approximate Dollar Value of Shares that May Yet be Purchased Under the Programs (2) (Millions) |
| October 2023 | 852 | | | $ | 373.13 | | | 852 | | | $ | 17,051 | |
| November 2023 | 657 | | | $ | 400.45 | | | 657 | | | $ | 16,788 | |
| December 2023 | 1,042 | | | $ | 405.41 | | | 1,042 | | | $ | 16,366 | |
| Fourth Quarter 2023 | 2,551 | | | $ | 393.35 | | | 2,551 | | | $ | 16,366 | |
| | | | | | | |
| | | | | | | |
(1)On February 28, 2022 the company's board of directors approved the repurchase of $10.0 billion of its ordinary shares ("2022 program") which could take place from time to time on the open market (and could include the use of 10b5-1 trading plans), subject to market and business conditions. The 2022 program has a maximum repurchase amount of 15% of outstanding shares, beginning on March 1, 2022 and expires on July 31, 2024.
On October 23, 2023, the company's board of directors approved the repurchase of $15.0 billion of its ordinary shares ("2023 program") which could take place from time to time on the open market (and could include the use of 10b5-1 trading plans), subject to market and business conditions. The 2023 program began on October 23, 2023 and will terminate on the earlier of the date as the maximum authority under the 2023 program is reached or the board terminates the 2023 program.
(2) As of December 31, 2023, the company repurchased $8.6 billion of its ordinary shares pursuant to the 2022 program. As of December 31, 2023, $1.4 billion and $15 billion of share repurchases remain authorized under the 2022 and 2023 programs, respectively.
Peer Performance Table – The graph below compares the most recent five-year cumulative returns of Linde's ordinary shares with those of the Standard & Poor’s 500 Index ("SPX") and the S5 Materials Index ("S5MATR") which covers 28 companies, including Linde. The figures assume an initial investment of $100 on December 31, 2018 and that all dividends have been reinvested. 
| | | | | | | | | | | | | | | | | | | | |
| 2018 | 2019 | 2020 | 2021 | 2022 | 2023 |
| LIN | $100 | $139 | $175 | $234 | $223 | $285 |
| SPX | $100 | $131 | $156 | $200 | $164 | $207 |
| S5MATR | $100 | $125 | $150 | $191 | $168 | $189 |
ITEM 6. RESERVED
Not applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of the company’s financial condition and results of operations should be read together with its consolidated financial statements and notes to the consolidated financial statements included in Item 8 of this Form 10-K.
| | | | | |
| Page |
| Business Overview | |
| Executive Summary – Financial Results & Outlook | |
| Consolidated Results and Other Information | |
| Segment Discussion | |
| Liquidity, Capital Resources and Other Financial Data | |
| Off-Balance Sheet Arrangements | |
| Critical Accounting Estimates | |
| New Accounting Standards | |
| Fair Value Measurements | |
| Non-GAAP Financial Measures | |
| Supplemental Guarantee Information | |
| |
BUSINESS OVERVIEW
The company'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). The company also designs, engineers, and builds equipment that produces industrial gases and offers its customers a wide range of gas production and processing services such as olefin plants, natural gas plants, air separation plants, hydrogen and synthesis gas plants and other types of plants.
Linde’s industrial gas operations are managed on a geographical basis and in 2023 90% of sales were generated by Linde's three geographic segments (Americas, EMEA and APAC) and the remaining 10% are related largely to the Engineering segment, and to a lesser extent Other (see Note 18 to the consolidated financial statements for operating segment details).
Linde serves a diverse group of industries including healthcare, chemicals and energy, manufacturing, metals and mining, food and beverage, and electronics. The diversity of end-markets supports financial stability for Linde in varied business cycles.
Linde's industrial gas business generates most of its revenues and earnings in the following geographies where the company has its strongest market positions and where distribution and production operations allow the company to deliver the highest level of service to its customers at the lowest cost.
| | | | | | | | | | | | | | |
| North and South America ("Americas") | | Europe, Middle East and Africa (“EMEA”) | | Asia and Pacific
(“APAC”) |
| United States | | Germany | | China |
| Brazil | | United Kingdom | | Australia |
| Mexico | | Eastern Europe | | South Korea |
| Canada | | | | India |
The company manufactures and distributes its industrial gas products through networks of thousands of production plants, pipeline complexes, distribution centers and delivery vehicles. Major pipeline complexes are primarily located in the United States and China. These networks are a competitive advantage, providing the foundation of reliable product supply to the company’s customer base. The majority of Linde’s business is conducted through long-term contracts which provide stability in cash flow and the ability to pass through changes in energy and feedstock costs to customers. The company has growth opportunities in all major geographies and in diverse end-markets such as healthcare, chemicals and energy, manufacturing, metals and mining, food and beverage, and electronics.
EXECUTIVE SUMMARY – FINANCIAL RESULTS & OUTLOOK
2023 Year in review
•Sales of $32,854 million were 2% below 2022 sales of $33,364 million. Cost pass-through, representing the contractual billing of energy cost variances primarily to onsite customers, decreased sales by 3% with minimal impact on operating profit. Engineering decreased sales by 2%. Volumes decreased sales by 1%. Currency translation decreased sales by 1%, largely in APAC. Divestitures, net of acquisitions, decreased sales by 1% primarily due to the divestment of the GIST business, partially offset by the nexAir, LLC acquisition. The aforementioned drivers were partially offset by 6% higher price attainment across all geographic segments.
•Reported operating profit of $8,024 million was 49% above 2022. Adjusted operating profit of $9,070 million was 15% above 2022. The increase in the reported operating profit was primarily driven by the Russia-Ukraine conflict and other charges recorded in 2022 and included higher pricing, savings from productivity initiatives, and lower depreciation and amortization driven by merger related intangible assets. These increases more than offset the adverse impacts of cost inflation and lower volumes in the year. The adjusted operating profit increase was primarily due to higher pricing and productivity initiatives, which more than offset the effects of cost inflation and lower volumes during the year.*
•Net income - Linde plc of $6,199 million and diluted earnings per share of $12.59 increased from $4,147 million and $8.23, respectively in 2022. Adjusted net income - Linde plc of $6,989 million and adjusted diluted earnings per share of $14.20 were 13% and 16%, respectively above 2022 adjusted amounts.*
•Cash flow from operations of $9,305 million was $441 million above 2022. The increase was driven by higher net income partially offset by higher net working capital requirements, including lower inflows from contract liabilities from engineering customer advanced payments. Capital expenditures were $3,787 million; dividends paid were $2,482 million; net purchases of ordinary shares of $3,925 million; and debt borrowings, net were $1,060 million.
*A reconciliation of the adjusted amounts can be found in the "Non-GAAP Financial Measures" section in this MD&A.
2024 Outlook
Linde provides quarterly updates on operating results, material trends that may affect financial performance, and financial guidance via earnings releases and investor teleconferences. These materials are available on the company’s website, www.linde.com, but are not incorporated herein.
CONSOLIDATED RESULTS AND OTHER INFORMATION
The discussion that follows includes a comparison of our results of operations and liquidity and capital resources for the years ended December 31, 2023 and 2022. For the discussion comparing the years ended December 31, 2022 and 2021, refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Form 10-K for the year ended December 31, 2022.
The following table provides summary information for 2023 and 2022. The reported amounts are GAAP amounts from the Consolidated Statements of Income. The adjusted amounts are intended to supplement investors' understanding of the company's financial information and are not a substitute for GAAP measures.
| | | | | | | | | | | | | | | | | |
(Millions of dollars, except per share data) Year Ended December 31, | 2023 | | 2022 | | Variance |
| Reported Amounts | | | | | |
| Sales | $ | 32,854 | | | $ | 33,364 | | | (2) | % |
| Cost of sales, exclusive of depreciation and amortization | $ | 17,492 | | | $ | 19,450 | | | (10) | % |
| As a percent of sales | 53.2 | % | | 58.3 | % | | |
| Selling, general and administrative | $ | 3,295 | | | $ | 3,107 | | | 6 | % |
| As a percent of sales | 10.0 | % | | 9.3 | % | | |
| Depreciation and amortization | $ | 3,816 | | | $ | 4,204 | | | (9) | % |
| Other charges (a) | $ | 40 | | | $ | 1,029 | | | — | |
| | | | | |
| Operating Profit | $ | 8,024 | | | $ | 5,369 | | | 49 | % |
| Operating margin | 24.4 | % | | 16.1 | % | | |
| Interest expense – net | $ | 200 | | | $ | 63 | | | 217 | % |
| Net pension and OPEB cost (benefit), excluding service cost | $ | (164) | | | $ | (237) | | | (31) | % |
| Effective tax rate | 22.7 | % | | 25.9 | % | | |
| Income from equity investments | $ | 167 | | | $ | 172 | | | (3) | % |
| Noncontrolling interests | $ | (142) | | | $ | (134) | | | 6 | % |
| Net Income - Linde plc | $ | 6,199 | | | $ | 4,147 | | | 49 | % |
| Diluted earnings per share | $ | 12.59 | | | $ | 8.23 | | | 53 | % |
| Diluted shares outstanding | 492,290 | | | 504,038 | | | (2) | % |
| Number of employees | 66,323 | | | 65,010 | | | 2 | % |
| Adjusted Amounts (b) | | | | | |
| Operating profit | $ | 9,070 | | | $ | 7,904 | | | 15 | % |
| Operating margin | 27.6 | % | | 23.7 | % | | |
| Net Income - Linde plc | $ | 6,989 | | | $ | 6,195 | | | 13 | % |
| Diluted earnings per share | $ | 14.20 | | | $ | 12.29 | | | 16 | % |
| Other Financial Data (b) | | | | | |
| EBITDA | $ | 12,007 | | | $ | 9,745 | | | 23 | % |
| As percent of sales | 36.5 | % | | 29.2 | % | | |
| Adjusted EBITDA | $ | 12,133 | | | $ | 10,873 | | | 12 | % |
| As percent of sales | 36.9 | % | | 32.6 | % | | |
________________________
(a)See Note 3 to the consolidated financial statements.
(b)Adjusted amounts and Other Financial Data are non-GAAP performance measures. A reconciliation of reported amounts to adjusted amounts can be found in the "Non-GAAP Financial Measures" section of this MD&A.
Results of Operations
The following table provides a summary of changes in consolidated sales:
| | | | | | | | |
| | 2023 vs. 2022 |
| | % Change |
| Factors Contributing to Changes - Sales | | |
| Volume | | (1) | % |
| Price/Mix | | 6 | % |
| Cost pass-through | | (3) | % |
| Currency | | (1) | % |
| Acquisitions/divestitures | | (1) | % |
| Engineering | | (2) | % |
| | (2) | % |
2023 Compared With 2022
Sales
Linde sales decreased $510 million, or 2%, for the 2023year versus 2022. Higher pricing across all geographic segments contributed 6% to sales. Cost pass-through, representing the contractual billing of energy cost variances primarily to onsite customers, decreased sales by 3%, with minimal impact on operating profit. Volumes decreased sales by 1% primarily driven by the electronics and metals and mining end markets. The impact of divestitures, net of acquisitions decreased sales by 1%. Currency translation decreased sales by 1%, largely in APAC, driven by the weakening of the Chinese yuan and Australian dollar against the U.S. dollar, partially offset by EMEA, driven by the strengthening of the Euro and British pound.
Cost of sales, exclusive of depreciation and amortization
Cost of sales, exclusive of depreciation and amortization, decreased $1,958 million, or 10%, for the year primarily due to lower cost pass-through and volumes, the net impact of acquisitions and divestitures and productivity gains which more than offset cost inflation. Cost of sales, exclusive of depreciation and amortization, was 53.2% and 58.3% of sales, respectively, in 2023 compared to 2022. The decrease as a percentage of sales was primarily due to higher pricing and lower cost pass-through.
Selling, general and administrative expenses
Selling, general and administrative expense ("SG&A") increased $188 million, from $3,107 in 2022 to $3,295 million in 2023. SG&A was 10.0% of sales in 2023 versus 9.3% in 2022. Currency impacts decreased SG&A by approximately $3 million in 2023. Excluding currency impacts, underlying SG&A increased primarily due to higher costs including the acquisition of nexAir.
Depreciation and amortization
Reported depreciation and amortization expense decreased $388 million, or 9% versus 2022. The decrease is primarily due to lower depreciation and amortization of assets acquired in the merger.
On an adjusted basis, depreciation and amortization expense increased $102 million, or 4%, versus 2022. Currency impacts decreased depreciation and amortization by $29 million in 2023. Excluding currency, underlying depreciation and amortization increased due to the net impact of acquisitions and new project start ups.
Other charges
Other charges were $40 million and $1,029 million for 2023 and 2022, respectively. In 2023, the costs primarily related to severance in the Engineering segment and expenses incurred due to the intercompany reorganization. The charge for 2022 relates primarily to the deconsolidation and impairment of Russian subsidiaries resulting from the ongoing war in Ukraine and related sanctions recorded as of June 30, 2022.
On an adjusted basis, these charges have been excluded in both periods.
Operating profit
Reported operating profit increased $2,655 million in 2023, or 49%. On an adjusted basis, operating profit increased $1,166 million, or 15%, for 2023 versus 2022.
On a reported basis, the increase was primarily driven by Russia-Ukraine conflict and other charges recorded in 2022 and included higher pricing, savings from productivity initiatives, and lower depreciation and amortization driven by merger related intangible assets. These increases more than offset the adverse impacts of inflation and currency in the year as well as other charges of $40 million.
On an adjusted basis, which excludes the impacts of purchase accounting as well as other charges, operating profit increased $1,166 million, or 15%. Operating profit growth was driven by higher pricing, and productivity initiatives, partially offset by cost inflation and lower volumes. A discussion of operating profit by segment is included in the segment discussion that follows.
Interest expense - net
Reported interest expense – net in 2023 increased $137 million, or 217%, versus 2022. On an adjusted basis interest expense increased $118 million, or 120% in 2023 as compared to 2022. The increase was driven primarily by higher interest rates on debt and included approximately $28 million of devaluation impacts from hyperinflationary countries.
Net pension and OPEB cost (benefit), excluding service cost
Reported net pension and OPEB cost (benefit), excluding service cost were benefits of $164 million and $237 million in 2023 and 2022, respectively. The decrease in benefit primarily relates to higher interest cost reflective of the higher discount rate environment year-over-year (see Note 16 to the consolidated financial statements).
Effective tax rate
The reported effective tax rate ("ETR") for 2023 was 22.7% versus 25.9% in 2022. The decrease in the rate is primarily related to a net decrease in the company's uncertain tax positions and the absence of the net unfavorable tax expense resulting from the Russia impairment and deconsolidation in 2022 (see Note 3 to the consolidated financial statements).
On an adjusted basis, the ETR for 2023 was 23.6% versus 24.2% in 2022. The decrease includes higher tax benefits from share based compensation.
Income from equity investments
Reported income from equity investments for 2023 was $167 million as compared to $172 million in 2022. On an adjusted basis, income from equity investments for 2023 was $239 million versus $247 million in 2022.
On an adjusted basis, the year-over-year decrease in income from equity investments was primarily driven by the overall performance of investments in APAC.
Noncontrolling interests
At December 31, 2023, noncontrolling interests from continuing operations consisted primarily of noncontrolling shareholders’ investments in APAC (primarily in China).
Reported noncontrolling interests from continuing operations increased $8 million, from $134 million in 2022 to $142 million in 2023.
Adjusted noncontrolling interests from continuing operations decreased $2 million in 2023 as compared to 2022.
Net Income - Linde plc
Reported net income - Linde plc increased $2,052 million, or 49%. On an adjusted basis, which excludes the impacts of purchase accounting and other charges, net income - Linde plc increased $794 million, or 13%, in 2023 versus 2022. On both a reported and adjusted basis, the increase was driven by higher operating profit.
Diluted earnings per share
Reported diluted earnings per share increased $4.36, or 53%, in 2023 as compared to 2022. On an adjusted basis, diluted EPS of $14.20 in 2023 increased 16% versus 2022. The increase on both a reported and adjusted basis is primarily due to higher net income - Linde plc and lower diluted shares outstanding.
Employees
The number of employees at December 31, 2023 was 66,323, an increase of 2%, or 1,313 employees from 2022, driven primarily by the acquisition of nexAir.
Other Financial Data
EBITDA increased to $12,007 million in 2023 from $9,745 million in 2022. Adjusted EBITDA increased to $12,133 million for 2023 as compared to $10,873 million in 2022. The increase in both periods was driven by higher net income - Linde plc versus prior year.
See the "Non-GAAP Financial Measures" section for definitions and reconciliations of these non-GAAP measures to reported GAAP amounts.
Other Comprehensive Income (Loss)
Other comprehensive income (loss) for the year ended December 31, 2023 was a loss of $35 million resulted primarily from losses related to the change in funded status of retirement plans of $380 million and derivative losses of $55 million largely offset by currency translation adjustments of $400 million. The translation adjustments reflect the impact of translating local currency foreign subsidiary financial statements to U.S. dollars, and are largely driven by the movement of the U.S. dollar against major currencies including the Euro, British pound and the Chinese yuan. See the "Currency" section of the MD&A for exchange rates used for translation purposes and Note 7 to the consolidated financial statements for a summary of the currency translation adjustment component of accumulated other comprehensive income (loss) by segment.
Related Party Transactions
The company’s related parties are primarily unconsolidated equity affiliates. The company did not engage in any material transactions involving related parties that included terms or other aspects that differ from those which would be negotiated with independent parties.
Environmental Matters
Linde’s principal operations relate to the production and distribution of atmospheric and other industrial gases, many of which are used to help customers reduce their emissions. Worldwide costs relating to environmental protection may continue to grow due to increasingly stringent laws and regulations. In addition, Linde may face physical risks from climate change and extreme weather.
Climate Change
Linde operates in jurisdictions that have, or are developing, laws and/or regulations to reduce or mitigate the adverse effects of greenhouse gas ("GHG") emissions and therefore faces a highly uncertain regulatory environment in this area. For example, the U.S. Environmental Protection Agency ("EPA") has promulgated rules requiring reporting of GHG emissions to which Linde, its suppliers and customers are subject to. EPA has also promulgated regulations to restrict GHG emissions, including final rules regulating GHG emissions from light-duty vehicles and certain large manufacturing facilities, including some of Linde’s suppliers and customers. In addition to these developments in the United States, several other countries worldwide have implemented carbon taxation or trading systems which impact the company and its customers, including regulations in China, Singapore and the European Union. Among other impacts, such regulations are expected to raise the cost of energy, which is a significant cost for Linde. Nevertheless, Linde's long-term customer contracts routinely provide rights to recover increased electricity, natural gas, and other costs that are incurred by the company as a result of climate change regulation.
Linde anticipates continued growth in hydrogen sales due to increased focus on decarbonization projects. Traditionally, hydrogen production plants and a large number of other manufacturing and electricity-generating plants have been identified as sources of carbon dioxide emissions and these plants are subject to cap-and-trade regulations in jurisdictions including California and the European Union. Linde believes it will be able to mitigate the costs of these regulations through the terms of its product supply contracts. However, legislation that limits GHG emissions may impact growth by increasing capital, compliance, operating and maintenance costs and/or decreasing demand.
To manage business risks from current and potential GHG emission regulation as well as physical consequences of climate change, Linde actively monitors current developments, evaluates the direct and indirect business risks, and takes appropriate actions. Among others, actions include: increasing relevant resources and training; maintaining contingency plans; obtaining advice and counsel from expert vendors, insurance providers and industry experts; incorporating GHG provisions in commercial agreements; and conducting regular reviews of the business risks with management. Although there are considerable uncertainties, Linde believes that the business risk from potential regulations can be effectively managed through its commercial contracts. Additionally, Linde’s plant design, operations, and risk management teams are
engaged to manage and mitigate losses from physical climate change, and the company does not anticipate any material effects regarding its plant operations or business arising from potential physical risks of climate change.
Linde continuously seeks opportunities to optimize energy use and GHG emissions through research and development in customer applications and rigorous operational energy efficiency, sourcing low-carbon source energy, and purchasing hydrogen as a chemical byproduct where feasible. Linde tracks GHG emission performance versus targets and reports regularly to business management and annually to Linde's Board of Directors. The Sustainability Committee is responsible for oversight of the Company's programs, policies and strategies related to environmental matters, including climate change, greenhouse gas reduction goals and decarbonization solutions, such as clean energy and carbon management.
At the same time, external factors may provide Linde with future business opportunities. Examples include current legislation, such as the Inflation Reduction Act in the U.S., which provides for investments in production of clean hydrogen and decarbonization technologies. Other factors include governmental regulation of GHG and other emissions; uncertain costs of energy and certain natural resources; the development of renewable energy alternatives; and new technologies that help extract natural gas, improve air quality, increase energy efficiency and mitigate the impacts of climate change. Linde continues to develop new applications that can help customers lower emissions by reducing energy consumption and increasing product throughput. Stricter regulation of water quality in emerging economies such as China provide a growing market for a number of gases, e.g., oxygen for wastewater treatment. Increased concern about drought in areas such as California and Australia may create additional markets for carbon dioxide for desalination. Renewable fuel standards in the European Union and U.S. can create a market for second-generation biofuels which use industrial gases such as oxygen, carbon dioxide, and hydrogen.
Costs Relating to the Protection of the Environment
Environmental protection costs in 2023 were not significant. Linde anticipates that future annual environmental protection expenditures will be similar to 2023, subject to any significant changes in existing laws and regulations. Based on historical results and current estimates, management does not believe that environmental expenditures will have a material adverse effect on the consolidated financial position, the consolidated results of operations or cash flows in any given year.
Legal Proceedings
See Note 17 to the consolidated financial statements for information concerning legal proceedings.
Retirement Benefits
Pensions
The net periodic benefit cost (benefit) for the U.S. and non-U.S. pension plans was a benefit of $80 million, $110 million and $35 million in 2023, 2022 and 2021, respectively.
The funded status (pension benefit obligation ("PBO") less the fair value of plan assets) for the U.S. plans was a deficit of $137 million and $238 million at December 31, 2023 and 2022, respectively. The funded status for non-U.S. plans was a deficit of $207 million and surplus of $208 million at December 31, 2023 and 2022, respectively. The U.S. plan derived a benefit from the actual return on plan assets. Non-U.S. plans also experienced an increase in plan assets, offset by unfavorability generated from a higher PBO due to a decrease in discount rates.
Global pension contributions were $46 million in 2023, $51 million in 2022, and $42 million in 2021. At a minimum, Linde contributes to its pension plans to comply with local regulatory requirements (e.g., ERISA in the U.S.). Discretionary contributions in excess of the local minimum requirements are made based on many factors, including long-term projections of the plans' funded status, the economic environment, potential risk of overfunding, pension insurance costs and alternative uses of cash. Changes to these factors can impact the timing of discretionary contributions from year to year. Estimated required contributions for 2024 are currently expected to be in the range of $35 million to $45 million.
Linde assumes expected returns on plan assets for 2024 of 7.00% and5.83% for the U.S. and non-U.S. plans, respectively, which are consistent with the long-term expected returns on its investment portfolios.
Excluding the impact of any settlements, 2024 consolidated pension expense is expected to be a benefit of approximately $115 million. The benefit derived from the expected return on assets assumption for Linde's most significant plans is anticipated to more than offset the expense from service and interest cost accruals and the higher amortization of deferred losses.
Refer to the Critical Accounting Estimates section and Note 16 to the consolidated financial statements for a more detailed discussion of the company’s retirement benefits, including a description of the various retirement plans and the assumptions used in the calculation of net periodic benefit cost (benefit) and funded status.
Insurance
Linde purchases insurance to limit a variety of property and casualty risks, including those related to property, business interruption, third-party liability and workers’ compensation. Currently, the company self retains up to $10 million per occurrence for vehicle liability in the United States, $5 million per occurrence for workers' compensation and general liability. In addition, the company self retains risk up to €5 to €7.5 million at its various properties worldwide for property damage resulting from fire, flood and other perils affecting its properties along with a separate €5 to €7.5 million deductible on business interruption resulting from a major peril loss. To mitigate its aggregate loss potential above these retentions, the company purchases catastrophic insurance coverage from highly rated insurance companies. The company does not currently operate or participate in any captive insurance companies or other non-traditional risk transfer alternatives.
At December 31, 2023 and 2022, the company had recorded a total of $75 million and $71 million, respectively, representing an estimate of the retained liability for the ultimate cost of claims incurred and unpaid as of the balance sheet dates. The estimated liability is established using statistical analysis and is based upon historical experience, actuarial assumptions and professional judgment. These estimates are subject to the effects of trends in loss severity and frequency and are subject to a significant degree of inherent variability. If actual claims differ from the company’s estimates, they will be adjusted at that time and financial results could be impacted.
Linde recognizes estimated insurance proceeds relating to damages at the time of loss only to the extent of incurred losses. Any insurance recoveries for business interruption and for property damages in excess of the net book value of the property are recognized only when realized or pending payments confirmed by its insurance companies.
SEGMENT DISCUSSION
Linde’s operations consist of two major product lines: industrial gases and engineering. 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 reportable segments - Americas, EMEA (Europe/Middle East/Africa), and APAC (Asia/South 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 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 is segment operating profit. Segment operating profit is defined as operating profit excluding purchase accounting impacts of the Linde AG merger, intercompany royalties, and items not indicative of ongoing business trends. This is the manner in which the company’s Chief Operating Decision Maker ("CODM") assesses performance and allocates resources.
The table below presents sales and operating profit information about reportable segments and Other for the years ended December 31, 2023 and 2022.
| | | | | | | | | | | | | | | | | |
(Millions of dollars) Year Ended December 31, | 2023 | | 2022 | | Variance |
| Sales | | | | | |
| Americas | $ | 14,304 | | | $ | 13,874 | | | 3 | % |
| EMEA | 8,542 | | | 8,443 | | | 1 | % |
| APAC | 6,559 | | | 6,480 | | | 1 | % |
| Engineering | 2,160 | | | 2,762 | | | (22) | % |
| Other | 1,289 | | | 1,805 | | | (29) | % |
| Total sales | $ | 32,854 | | | $ | 33,364 | | | (2) | % |
| | | | | |
| Operating Profit | | | | | |
| Americas | $ | 4,244 | | | $ | 3,732 | | | 14 | % |
| EMEA | 2,486 | | | 2,013 | | | 23 | % |
| APAC | 1,806 | | | 1,670 | | | 8 | % |
| Engineering | 491 | | | 555 | | | (12) | % |
| Other | 43 | | | (66) | | | 165 | % |
| Segment operating profit | 9,070 | | | 7,904 | | | 15 | % |
| Reconciliation to reported operating profit : | | | | | |
| Other charges (Note 3) | (40) | | | (1,029) | | | |
| Purchase accounting impacts - Linde AG | (1,006) | | | (1,506) | | | |
| Total operating profit | $ | 8,024 | | | $ | 5,369 | | | |
Americas
| | | | | | | | | | | | | | | | | | | | |
| (Dollar amounts in millions) | | | | | | Variance |
| Year Ended December 31, | | 2023 | | 2022 | | 2023 vs. 2022 |
| Sales | | $ | 14,304 | | | $ | 13,874 | | | 3 | % |
| | | | | | |
| Operating profit | | $ | 4,244 | | | $ | 3,732 | | | 14 | % |
| As a percent of sales | | 29.7 | % | | 26.9 | % | | |
| | | | | | | | |
| | 2023 vs. 2022 |
| | % Change |
| Factors Contributing to Changes - Sales | | |
| Volume | | — | % |
| Price/Mix | | 6 | % |
| Cost pass-through | | (6) | % |
| Currency | | — | % |
| Acquisitions/Divestitures | | 3 | % |
| | 3 | % |
The Americas segment includes Linde’s industrial gases operations in approximately 20 countries including the United States, Canada, Mexico and Brazil.
Sales
Sales for the Americas segment increased $430 million, or 3%, in 2023 versus 2022. Higher pricing contributed 6% to sales. The impact of net acquisitions increased sales by 3% primarily due to the acquisition of nexAir, LLC (See Note 2 to the consolidated financial statements). Cost past-through decreased sales by 6% with minimal impact on operating profit. Volumes and currency translation remained flat.
Operating Profit
Operating profit in the Americas segment increased $512 million, or 14%, in 2023 versus 2022 driven primarily by higher pricing, acquisitions and continued productivity initiatives which more than offset cost inflation the year.
EMEA
| | | | | | | | | | | | | | | | | | | | |
| (Dollar amounts in millions) | | | | Variance |
| Year Ended December 31, | | 2023 | | 2022 | | 2023 vs. 2022 |
| | | | | | |
| Sales | | $ | 8,542 | | | $ | 8,443 | | | 1 | % |
| | | | | | |
| Operating profit | | $ | 2,486 | | | $ | 2,013 | | | 23 | % |
| As a percent of sales | | 29.1 | % | | 23.8 | % | | |
| | | | | | | | |
| | 2023 vs. 2022 |
| | % Change |
| Factors Contributing to Changes - Sales | | |
| Volume | | (4) | % |
| Price/Mix | | 9 | % |
| Cost pass-through | | (3) | % |
| Currency | | 1 | % |
| Acquisitions/Divestitures | | (2) | % |
| | 1 | % |
The EMEA segment includes Linde's industrial gases operations in approximately 45 European, Middle Eastern and African countries including Germany, the U.K., France, Sweden and the Republic of South Africa.
Sales
EMEA segment sales increased by $99 million, or 1%, in 2023 versus 2022. Higher price attainment increased sales by 9%. Volumes decreased sales by 4% led by the chemicals and energy end market. Cost pass-through decreased sales by 3% with minimal impact on operating profit. Currency translation increased sales by 1% due largely to the strengthening of the Euro and British pound against the U.S. Dollar. The impact of net divestitures decreased sales by 2% primarily due to the deconsolidation of the Russian subsidiaries in June 2022.
Operating Profit
Operating Profit for the EMEA segment increased $473 million, or 23%, in 2023 versus 2022. The increase was driven primarily by higher pricing and continued productivity initiatives, partially offset by cost inflation, lower volumes and divestitures.
APAC
| | | | | | | | | | | | | | | | | | | | |
| (Dollar amounts in millions) | | | | Variance |
| Year Ended December 31, | | 2023 | | 2022 | | 2023 vs. 2022 |
| | | | | | |
| Sales | | $ | 6,559 | | | $ | 6,480 | | | 1 | % |
| | | | | | |
| Operating profit | | $ | 1,806 | | | $ | 1,670 | | | 8 | % |
| As a percent of sales | | 27.5 | % | | 25.8 | % | | |
| | | | | | | | | | |
| | 2023 vs. 2022 | | |
| | % Change | | |
| Factors Contributing to Changes - Sales | | | | |
| Volume/Equipment | | 2 | % | | |
| Price/Mix | | 4 | % | | |
| Cost pass-through | | (1) | % | | |
| Currency | | (4) | % | | |
| Acquisitions/Divestitures | | — | % | | |
| | | | |
| | 1 | % | | |
The APAC segment includes Linde's industrial gases operations in approximately 20 Asian and South Pacific countries and regions including China, Australia, India and South Korea.
Sales
Sales for the APAC segment increased $79 million, or 1%, in 2023 versus 2022. Volume increased 2% including project start-ups in the electronics and chemicals and energy end markets. Higher price increased sales by 4%. Cost pass-through decreased sales by 1% with minimal impact on operating profit. Currency translation decreased sales by 4% driven primarily by the weakening of the Australian dollar, Indian rupee and Chinese Yuan against the U.S. Dollar.
Operating Profit
Operating profit in the APAC segment increased $136 million, or 8%, in 2023 versus 2022. The increase was primarily driven by higher pricing and continued productivity initiatives which more than offset the impact of currency and cost inflation.
Engineering
| | | | | | | | | | | | | | | | | | | | |
| (Dollar amounts in millions) | | | | Variance |
| Year Ended December 31, | | 2023 | | 2022 | | 2023 vs. 2022 |
| | | | | | |
| Sales | | $ | 2,160 | | | $ | 2,762 | | | (22) | % |
| | | | | | |
| Operating profit | | $ | 491 | | | $ | 555 | | | (12) | % |
| As a percent of sales | | 22.7 | % | | 20.1 | % | | |
| | | | | | | | |
| | 2023 vs. 2022 |
| | % Change |
| Factors Contributing to Changes - Sales | | |
| | |
| Currency | | 1 | % |
| Other | | (23) | % |
| | (22) | % |
Sales
Engineering segment sales decreased $602 million, or 22%, in 2023 versus 2022 . The decrease was driven by project timing.
Projects for Russia that were sanctioned, and therefore terminated or suspended, have been lawfully wound down and represented approximately $238 million and $894 million of the Engineering segment sales during 2023 and 2022, respectively.
Operating profit
Engineering segment operating profit decreased $64 million, or 12%, in 2023 versus 2022. The decline from lower sales was partially offset by higher margin on wind down of terminated or suspended projects sanctioned in Russia.
Other
| | | | | | | | | | | | | | | | | | | | |
| (Dollar amounts in millions) | | | Variance |
| Year Ended December 31, | | 2023 | | 2022 | | 2023 vs. 2022 |
| | | | | | |
| Sales | | $ | 1,289 | | | $ | 1,805 | | | (29) | % |
| | | | | | |
| Operating profit | | $ | 43 | | | $ | (66) | | | 165 | % |
| As a percent of sales | | 3.3 | % | | (3.7) | % | | |
| | | | | | | | | | |
| | 2023 vs. 2022 | | |
| | % Change | | |
| Factors Contributing to Changes - Sales | | | | |
| Volume/Price | | 2 | % | | |
| Currency | | — | % | | |
| Acquisitions/Divestitures | | (31) | % | | |
| | (29) | % | | |
Other consists of corporate costs and a few smaller businesses including: Linde Advanced Materials Technology and global helium wholesale; which individually do not meet the quantitative thresholds for separate presentation.
Sales
Sales for Other decreased $516 million, or 29%, in 2023 versus 2022. Divestitures decreased sales by 31% primarily due to sale of GIST business in third quarter of 2022. Volume/Price increased sales by 2% driven primarily by price in the coatings and global helium businesses, partially offset by lower coatings volumes.
Operating profit
Operating profit in Other increased $109 million, or 165%, in 2023 versus 2022 driven primarily by higher pricing in global helium and coatings and lower corporate costs which more than offset the impact of divestitures and lower volumes.
Currency
The results of Linde’s non-U.S. operations are translated to the company’s reporting currency, the U.S. dollar, from the functional currencies used in the countries in which the company operates. For most foreign operations, Linde uses the local currency as its functional currency. There is inherent variability and unpredictability in the relationship of these functional currencies to the U.S. dollar and such currency movements may materially impact Linde’s results of operations in any given period.
To help understand the reported results, the following is a summary of the significant currencies underlying Linde’s consolidated results and the exchange rates used to translate the financial statements (rates of exchange expressed in units of local currency per U.S. dollar):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Percent of 2023 | | Statements of Income | | Balance Sheets |
| Consolidated | | Average Year Ended December 31, | | December 31, |
| Currency | Sales | | 2023 | | 2022 | | 2023 | | 2022 |
| Euro | 19 | % | | 0.92 | | | 0.95 | | | 0.92 | | | 0.93 | |
| Chinese yuan | 8 | % | | 7.08 | | | 6.72 | | | 7.10 | | | 6.90 | |
| British pound | 5 | % | | 0.80 | | | 0.81 | | | 0.79 | | | 0.83 | |
| Australian dollar | 4 | % | | 1.50 | | | 1.44 | | | 1.47 | | | 1.47 | |
| Brazilian real | 4 | % | | 4.99 | | | 5.16 | | | 4.86 | | | 5.28 | |
| Korean won | 3 | % | | 1,306 | | | 1,286 | | | 1,288 | | | 1,266 | |
| Canadian dollar | 3 | % | | 1.35 | | | 1.36 | | | 1.32 | | | 1.36 | |
| Mexican peso | 3 | % | | 17.71 | | | 20.10 | | | 16.97 | | | 19.50 | |
| Indian rupee | 2 | % | | 84.51 | | | 78.49 | | | 83.21 | | | 82.73 | |
| Republic of South African rand | 1 | % | | 18.43 | | | 16.30 | | | 18.36 | | | 17.04 | |
| Swedish krona | 1 | % | | 10.60 | | | 10.08 | | | 10.07 | | | 10.43 | |
| Thailand bhat | 1 | % | | 34.78 | | | 34.96 | | | 34.14 | | | 34.61 | |
| | | | | | | | | |
| | | | | | | | | |
LIQUIDITY, CAPITAL RESOURCES AND OTHER FINANCIAL DATA
| | | | | | | | | | | |
(Millions of dollars) Year Ended December 31, | 2023 | | 2022 |
| Net Cash Provided by (Used for) | | | |
| Operating Activities | | | |
| Income from continuing operations (including noncontrolling interests) | $ | 6,341 | | | $ | 4,281 | |
| Non-cash charges (credits): | | | |
| Add: Other charges, net of payments (a) | (118) | | | 902 | |
| | | |
| | | |
| Add: Depreciation and amortization | 3,816 | | | 4,204 | |
| Add (Less): Deferred income taxes | (84) | | | (383) | |
| Add (Less): Non-cash charges and other | 184 | | | 58 | |
| Income from continuing operations adjusted for non-cash charges and other | 10,139 | | | 9,062 | |
| Less: Pension contributions | (46) | | | (51) | |
| Add (Less): Working capital | (483) | | | (310) | |
| Add (Less): Other | (305) | | | 163 | |
| Net cash provided by (used for) operating activities | $ | 9,305 | | | $ | 8,864 | |
| Investing Activities | | | |
| Capital expenditures | $ | (3,787) | | | $ | (3,173) | |
| Acquisitions, net of cash acquired | (953) | | | (110) | |
| | | |
| Divestitures and asset sales, net of cash divested | 70 | | | 195 | |
| | | |
| Net cash provided by (used for) investing activities | $ | (4,670) | | | $ | (3,088) | |
| Financing Activities | | | |
| Debt increases (decreases) – net | $ | 1,060 | | | $ | 4,475 | |
| Issuances (purchases) of ordinary shares – net | (3,925) | | | (5,132) | |
| Cash dividends – Linde plc shareholders | (2,482) | | | (2,344) | |
| | | |
| Noncontrolling interest transactions and other | (53) | | | (88) | |
| Net cash provided by (used for) financing activities | $ | (5,400) | | | $ | (3,089) | |
| | | |
| Effect of exchange rate changes on cash | $ | (7) | | | $ | (74) | |
| | | |
| | | |
| Cash and cash equivalents, end-of-period | $ | 4,664 | | | $ | 5,436 | |
____________________
(a)See Note 3 to the consolidated financial statements.
Cash decreased $772 million in 2023 versus 2022. The primary sources of cash in 2023 were cash flows from operations of $9,305 million and debt borrowings, net of $1,060 million. The primary uses of cash included capital expenditures of $3,787 million, net purchases of ordinary shares of $3,925 million, cash dividends to shareholders of $2,482 million.
2023 compared with 2022
Cash Flows From Operations
Cash flows from operations was $9,305 million, an increase of $441 million from 2022. The increase was driven primarily by higher net income adjusted for non-cash charges, partially offset by higher working capital requirements, including lower inflows from contract liabilities from engineering customer advanced payments and higher cash tax payments. Other charges were $40 million and $1,029 million, for the years ended December 31, 2023 and 2022, respectively. 2022 charges related primarily to the deconsolidation and impairment of Russian subsidiaries resulting from the ongoing war in Ukraine and related sanctions. Related Other charges cash outflows were $158 million and $127 million for the years ended December 31, 2023 and 2022, respectively.
As of December 31, 2023, Linde has approximately $418 million recorded in contract liabilities within the consolidated balance sheet related to suspended engineering projects in Russia.
Investing
Net cash used for investing activities was $4,670 million in 2023 compared to $3,088 million in 2022 due to higher acquisitions, net of cash acquired and higher capital expenditures.
Capital expenditures in 2023 were $3,787 million, an increase of $614 million from 2022. Capital expenditures during 2023 related primarily to investments in new plant and production equipment for operating and growth requirements. Approximately 63% of the capital expenditures were in the Americas segment with 21% in the APAC segment and the rest primarily in the EMEA segment.
At December 31, 2023 , Linde's sale of gas backlog of large projects under construction was approximately $4.9 billion. This represents the total estimated capital cost of large plants under construction.
Acquisitions, net of cash acquired for 2023 were $953 million, an increase of $843 million from 2022, and related primarily to the acquisition of nexAir in the Americas (see Note 2 to the consolidated financial statements). Acquisitions, net of cash acquired for the year ended December 31, 2022 were $110 million related primarily to the Americas and EMEA segments.
Divestitures and asset sales, net of cash divested in 2023 were $70 million as compared to $195 million in 2022. Divestiture proceeds in 2022 include cash received from the sale of the company's GIST business of $184 million, net of cash divested of $75 million, for net proceeds of $109 million (see Note 2 to the consolidated financial statements).
Financing
Linde’s financing strategy is to secure long-term committed funding by issuing public notes and debentures and commercial paper backed by a long-term bank credit agreement. Linde’s international operations are funded through a combination of local borrowing and intercompany funding to minimize the total cost of funds and to manage and centralize currency exchange exposures. As deemed necessary, Linde manages its exposure to interest-rate changes through the use of financial derivatives (see Note 12 to the consolidated financial statements and Item 7A. Quantitative and Qualitative Disclosures About Market Risk).
Cash used for financing activities was $5,400 million in 2023 compared to $3,089 million in 2022. Cash provided by debt was $1,060 million in 2023 versus $4,475 million in 2022, driven primarily by lower inflows from commercial paper borrowings and lower net debt issuances in 2023. In February 2023, Linde repaid $500 million of 2.70% notes that became due. In April 2023, Linde repaid €650 million of 2.00% notes and £300 million of 5.875% notes that became due. In June 2023, Linde issued €500 million of 3.625% notes due in 2025, €750 million of 3.375% notes due in 2029 and €650 million of 3.625% notes due in 2034.
In February 2024, Linde issued €700 million of 3.00% notes due in 2028, €850 million of 3.20% notes due in 2031 and €700 million of 3.40% notes due in 2036.
Net purchases of ordinary shares were $3,925 million in 2023 versus $5,132 million in 2022. On October 23, 2023, the company's board of directors approved a new share repurchase program for up to $15 billion of Linde's ordinary shares. For additional information related to share repurchase programs, see Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesSecurities.
Market Information
There is currently no public trading marketCash dividends increased to $2,482 million in 2023 versus $2,344 million in 2022 driven primarily by a 9% increase in dividends per share to $5.10 per share from $4.68 per share, partially offset by lower shares outstanding. Cash used for Noncontrolling interest transactions and other was $53 million for the Company's securities. Inyear ended December 31, 2023 versus cash used of $88 million for the respective 2022 period.
Linde’s total net debt outstanding at December 31, 2023 was $14,709 million, $2,231 million higher than $12,478 million at December 31, 2022. The December 31, 2023 net debt balance includes $18,907 million in public securities, and $466 million representing primarily worldwide bank borrowings, net of $4,664 million of cash. Linde’s global effective borrowing rate was approximately 2.6% for 2023.
The company believes that it has sufficient operating flexibility, cash reserves, and funding sources to maintain adequate amounts of liquidity to meet its business needs around the world. At December 31, 2023, Linde's credit ratings as reported by Standard & Poor’s and Moody’s were A-1 and P-1 for short-term debt, respectively, and A and A2 for long-term debt, respectively. The company maintains a $5 billion and a $1.5 billion unsecured and undrawn revolving credit agreements with no associated financial covenants. No borrowings were outstanding under the credit agreements as of December 31, 2023. The company does not anticipate any limitations on its ability to access the debt capital markets and/or other external funding sources and remains committed to its strong ratings from Moody’s and Standard & Poor’s.
Note 11 to the consolidated financial statements includes information with respect to the company’s debt activity, current debt position, debt covenants and the available credit facilities; and Note 12 includes information relating to derivative financial instruments. Linde's credit facilities are with major financial institutions and are non-cancelable until maturity. Therefore, the company believes the risk of the financial institutions being unable to make required loans under the credit facilities, if requested, to be low. Linde’s major bank credit and long-term debt agreements contain standard covenants. The company was in compliance with these covenants at December 31, 2023 and expects to remain in compliance for the foreseeable future.
OFF-BALANCE SHEET ARRANGEMENTS
As discussed in Note 17 to the consolidated financial statements, at December 31, 2023, Linde had undrawn outstanding letters of credit, bank guarantees and surety bonds entered into in connection with normal business operations and they are not reasonably likely to have a material impact on Linde’s consolidated financial condition, results of operations, or liquidity.
CRITICAL ACCOUNTING ESTIMATES
The policies discussed below are considered by management to be critical to understanding Linde’s financial statements and accompanying notes prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). Their application places significant importance on management’s judgment as a result of the need to make estimates of matters that are inherently uncertain. Linde’s financial position, results of operations and cash flows could be materially affected if actual results differ from estimates made. These policies are determined by management and have been reviewed by Linde’s Audit Committee.
Revenue Recognition
Long-Term Construction Contracts
The company designs and manufactures equipment for air separation and other varied gas production and processing plants manufactured specifically for end customers. Revenues for sale of equipment contracts are 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. The result is applied to total expected revenue and results in financial statement recognition of revenue in addition to costs incurred to date. Any expected loss on a contract is recognized as an expense immediately. 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. We assess performance as progress towards completion is achieved on specific projects, earnings will be impacted by changes to our forecast of revenues and costs on these projects.
The cost incurred input method places considerable importance on accurate estimates of the extent of progress towards completion and may involve estimates on the scope of deliveries and services required to fulfill the contractually defined obligations. The key source of estimation uncertainty is the total estimated costs at completion including material, labor and overhead costs and the resultant state of completion of the contracts. There are inherent uncertainties associated with the estimation process, including technical complexity, duration of construction cycle, potential cost inflation (whether equipment or manpower), and scope considerations all of which may affect the total estimation process. Changes in these estimates may lead to a significant impact on future financial statements.
Pension Benefits
Pension benefits represent financial obligations that will be ultimately settled in the future with employees who meet eligibility requirements. Because of the uncertainties involved in estimating the timing and amount of future payments, significant estimates are required to calculate pension expense and liabilities related to the company’s plans. The company utilizes the services of independent actuaries, whose models are used to facilitate these calculations.
Several key assumptions are used in actuarial models to calculate pension expense and liability amounts recorded in the financial statements. Management believes the three most significant variables in the models are the expected long-term rate of return on plan assets, the discount rate, and the expected rate of compensation increase. The actuarial models also use assumptions for various other factors, including long-term inflation rates, employee turnover, retirement age, and mortality. Linde management believes the assumptions used in the actuarial calculations are reasonable, reflect the company’s experience and expectations for the future and are within accepted practices in each of the respective
geographic locations in which it operates. Actual results in any given year will often differ from actuarial assumptions because of economic and other factors. The sensitivities to each of the key assumptions presented below exclude the impact of special items that occurred during the year.
The weighted-average expected long-term rates of return on pension plan assets were 7.00% for U.S. plans and 5.64% for non-U.S. plans at December 31, 2023 (7.00% and 5.60%, respectively at December 31, 2022). The expected long-term rate of return on the U.S. and Non-U.S. plan assets is estimated based on the plans' investment strategy and asset allocation, historical capital market performance and, to a lesser extent, historical plan performance. A 0.50% change in these expected long-term rates of return, with all other assumptions held constant, would change Linde’s pension expense by approximately $44 million.
The company has consistently used a market-related value of assets rather than the fair value at the measurement date to determine annual pension expense. The market-related value recognizes investment gains or losses over a five-year period. As a result, changes in the fair value of assets from year to year are not immediately reflected in the company’s annual pension expense. Instead, annual pension expense in future periods will be impacted as deferred investment gains or losses are recognized in the market-related value of assets over the five-year period. The consolidated market-related value of assets was $9,180 million, or $952 million higher than the fair value of assets of $8,228 million at December 31, 2023. These net deferred investment lo of $952 million will be recognized in the calculation of the market-related value of assets ratably over the next four years and will impact future pension expense. Future actual investment gains or losses will impact the market-related value of assets and, therefore, will impact future annual pension expense in a similar manner.
Discount rates are used to calculate the present value of plan liabilities and pension costs and are determined annually by management. The company measures the service and interest cost components of pension and OPEB expense for significant U.S. and non-U.S. plans using the spot rate approach. U.S. plans that do not use the spot rate approach continue to determine discount rates by using a cash flow matching model provided by the company's independent actuaries. The model includes a portfolio of corporate bonds graded AA or better by at least half of the ratings agencies and matches the U.S. plans' projected cash flows to the calculated spot rates. Discount rates for the remaining Non-U.S. plans are based on market yields for high-quality fixed income investments representing the approximate duration of the pension liabilities on the measurement date. Refer to Note 16 to the consolidated financial statements for a summary of the discount rates used to calculate plan liabilities and benefit costs, and to the Retirement Benefits section of the Consolidated Results and Other Information section of this MD&A for a further discussion of 2023 benefit costs. A 0.50% reduction in discount rates, with all other variables held constant, would increase Linde’s pension expense by approximately $4 million whereas a 0.50% increase in discount rates would result in a decrease of $3 million. A 0.50% reduction in discount rates would increase the PBO by approximately $521 million whereas a 0.50% increase in discount rates would have a favorable impact to the PBO of approximately $477 million.
The weighted-average expected rate of compensation increase was 3.50% for U.S. plans and 2.58% for non-U.S. plans at December 31, 2023 (3.25% and 2.59%, respectively, at December 31, 2022). The estimated annual compensation increase is determined by management every year and is based on historical trends and market indices. A 0.50% change in the expected rate of compensation increase, with all other variables held constant, would change Linde’s pension expense by approximately $5 million and would impact the PBO by approximately $50 million.
Asset Impairments
Goodwill and Other Indefinite-Lived Intangibles Assets
At December 31, 2023, the company had goodwill of $26,751 million and $1,745 million of other indefinite-lived intangible assets. Goodwill represents the aggregate of the excess consideration paid for acquired businesses over the fair value of the net assets acquired. Indefinite-lived other intangibles relate to the Linde name.
The company performs a goodwill impairment test annually as of October 1 or more frequently if events or circumstances indicate that an impairment loss may have been incurred. The impairment test performed during the fourth quarter of 2023 indicated no impairment. At December 31, 2023, Linde’s enterprise value was approximately $213 billion (outstanding shares multiplied by the year-end stock price plus net debt, and without any control premium) while its total capital was approximately $56 billion.
The impairment test allows an entity to first assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than carrying value. If it is determined that it is more likely than not that the fair value of a reporting unit is less than carrying value then the company will estimate and compare the fair value of its reporting units to their carrying value, including goodwill. Reporting units are determined based on one level below the operating segment level.
Management believes that the quantitative and qualitative factors used to perform its annual goodwill impairment assessment are appropriate and reasonable. Although the 2023 assessment indicated that it is more likely than not that the fair value of each reporting unit exceeded its carrying value, changes in circumstances or conditions affecting this analysis could have a significant impact on the fair value determination, which could then result in a material impairment charge to the company's results of operations.
Other indefinite-lived intangible assets are evaluated for impairment on an annual basis or more frequently if events and circumstances indicate that an impairment loss may have been incurred, and no impairments were indicated.
See Notes 9 and 10 to the consolidated financial statements.
Long-Lived Assets
Long-lived assets, including property, plant and equipment and finite-lived other intangible assets, are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an individual asset or asset group may not be recoverable. For purposes of this test, asset groups are determined based upon the lowest level for which there are independent and identifiable cash flows. Based upon Linde's business model an asset group may be a single plant and related assets used to support on-site, merchant and packaged gas customers. Alternatively, the asset group may be a collection of distribution related assets (cylinders, distribution centers, and stores) or be a pipeline complex which includes multiple interdependent plants and related assets connected by pipelines within a geographic area used to support the same distribution methods. As a result of the Russia-Ukraine conflict, Linde deconsolidated its Russian gas and engineering business entities as of June 30, 2022. See Note 3 to the consolidated financial statements.
Income Taxes
At December 31, 2023, Linde had deferred tax assets of $1,292 million (net of valuation allowances of $176 million), and deferred tax liabilities of $6,815 million. At December 31, 2023, uncertain tax positions totaled $304 million (see Note 1 and Note 5 to the consolidated financial statements). Income tax expense was $1,814 million for the year ended December 31, 2023, or about 22.7% of pre-tax income (see Note 5 to the consolidated financial statements for additional information related to taxes).
In the preparation of consolidated financial statements, Linde estimates income taxes based on diverse legislative and regulatory structures that exist in various jurisdictions where the company conducts business. Deferred income tax assets and liabilities represent tax benefits or obligations that arise from temporary differences due to differing treatment of certain items for accounting and income tax purposes. Linde evaluates deferred tax assets each period to ensure that estimated future taxable income will be sufficient in character (e.g. capital gain versus ordinary income treatment), amount and timing to result in their recovery. A valuation allowance is established when management determines that it is more likely than not that a deferred tax asset will not be realized to reduce the assets to their realizable value. Considerable judgments are required in establishing deferred tax valuation allowances and in assessing exposures related to tax matters. As events and circumstances change, related reserves and valuation allowances are adjusted to income at that time. Linde’s tax returns are subject to audit and local taxing authorities could challenge the company’s tax positions. The company’s practice is to review tax filing positions by jurisdiction and to record provisions for uncertain income tax positions, including interest and penalties when applicable. Linde believes it records and/or discloses such potential tax liabilities as appropriate and has reasonably estimated its income tax liabilities and recoverable tax assets. If new information becomes available, adjustments are charged or credited against income at that time. Management does not anticipate that such adjustments 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 material impact on the company’s reported results of operations.
Contingencies
The company accrues liabilities for non-income tax contingencies when management believes that a loss is probable and the amounts can be reasonably estimated, while contingent gains are recognized only when realized or realizable. If new information becomes available or losses are sustained in excess of recorded amounts, adjustments are charged against income at that time. 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 material impact on the company’s reported results of operations.
Linde is subject to various claims, legal proceedings 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 (see Note 17 to the consolidated financial statements). Such contingencies are significant and the accounting requires considerable management judgments in analyzing each matter to assess the likely outcome and the need for
establishing appropriate liabilities and providing adequate disclosures. Linde believes it records and/or discloses such contingencies as appropriate and has reasonably estimated its liabilities.
NEW ACCOUNTING STANDARDS
See Note 1 to the consolidated financial statements for information concerning new accounting standards and the impact of the implementation of these standards on the company’s financial statements.
FAIR VALUE MEASUREMENTS
Linde does not expect changes in the aggregate fair value of its financial assets and liabilities to have a material impact on the consolidated financial statements. See Note 13 to the consolidated financial statements.
NON-GAAP FINANCIAL MEASURES
The following non-GAAP measures are intended to supplement investors’ understanding of the company’s financial information by providing measures which investors, financial analysts and management use to help evaluate the company’s financial leverage and operating performance. Special items which the company does not believe to be indicative of on-going business performance are excluded from these calculations so that investors can better evaluate and analyze historical and future business trends on a consistent basis. Definitions of these non-GAAP measures may not be comparable to similar definitions used by other companies and are not a substitute for similar GAAP measures.
The non-GAAP measures in the following reconciliations are presented in this MD&A.
Adjusted Amounts
| | | | | | | | |
| (Dollar amounts in millions, except per share data) | | |
| Year Ended December 31, | 2023 | 2022 |
| Adjusted Operating Profit and Operating Margin | | |
| Reported operating profit | $ | 8,024 | | $ | 5,369 | |
| Add: Other charges (a) | 40 | | 1,029 | |
| Add: Purchase accounting impacts - Linde AG (c) | 1,006 | | 1,506 | |
| Total adjustments | 1,046 | | 2,535 | |
| Adjusted operating profit | $ | 9,070 | | $ | 7,904 | |
| | |
| Reported percentage change | 49 | % | |
| Adjusted percentage change | 15 | % | |
| | |
| Reported sales | $ | 32,854 | | $ | 33,364 | |
| | |
| Reported operating margin | 24.4 | % | 16.1 | % |
| Adjusted operating margin | 27.6 | % | 23.7 | % |
| | |
| Adjusted Depreciation and amortization | | |
| Reported depreciation and amortization | $ | 3,816 | | $ | 4,204 | |
| Less: Purchase accounting impacts - Linde AG (c) | (991) | | (1,481) | |
| Adjusted depreciation and amortization | $ | 2,825 | | $ | 2,723 | |
| | |
| Adjusted Other Income (Expense) - net | | |
| Reported Other Income (Expense) - net | $ | (41) | | $ | (62) | |
| Add: Purchase accounting impacts - Linde AG (c) | (15) | | (25) | |
| Adjusted Other Income (Expense) - net | $ | (26) | | $ | (37) | |
| | |
| Adjusted Net Pension and OPEB Cost (Benefit), Excluding Service Cost | | |
| Reported net pension and OPEB cost (benefit), excluding service cost | $ | (164) | | $ | (237) | |
| Add: Pension settlement charges | (16) | | (6) | |
| Adjusted Net Pension and OPEB cost (benefit), excluding service costs | $ | (180) | | $ | (243) | |
| | |
| Adjusted Interest Expense - Net | | |
| Reported interest expense - net | $ | 200 | | $ | 63 | |
| Add: Purchase accounting impacts - Linde AG (c) | 16 | | 35 | |
| Adjusted interest expense - net | $ | 216 | | $ | 98 | |
| | | | | | | | |
| | |
| Adjusted Income Taxes (a) | | |
| Reported income taxes | $ | 1,814 | $ | 1,434 |
| Add: Purchase accounting impacts - Linde AG (c) | 232 | 374 |
| Add: Pension settlement charges | 3 | 1 |
| Add: Other charges (a) | 81 | 136 |
| Total adjustments | 316 | 511 |
| Adjusted income taxes | $ | 2,130 | $ | 1,945 |
| | |
| Adjusted Effective Tax Rate (a) | | |
| Reported income before income taxes and equity investments | $ | 7,988 | $ | 5,543 |
| Add: Pension settlement charge | 16 | 6 |
| Add: Purchase accounting impacts - Linde AG (c) | 990 | 1,471 |
| Add: Other charges (a) | 40 | 1,029 |
| Total adjustments | 1,046 | 2,506 |
| Adjusted income before income taxes and equity investments | $ | 9,034 | $ | 8,049 |
| | |
| Reported Income taxes | $ | 1,814 | $ | 1,434 |
| Reported effective tax rate | 22.7% | 25.9% |
| | |
| Adjusted income taxes | $ | 2,130 | $ | 1,945 |
| Adjusted effective tax rate | 23.6% | 24.2% |
| | |
| Income from Equity Investments | | |
| Reported income from equity investments | $ | 167 | $ | 172 |
| Add: Purchase accounting impacts - Linde AG (c) | 72 | 75 |
| Total adjustments | 72 | 75 |
| Adjusted income from equity investments | $ | 239 | $ | 247 |
| | |
| Adjusted Noncontrolling Interests | | |
| Reported noncontrolling interests | $ | (142) | $ | (134) |
| Add: Purchase accounting impacts - Linde AG (c) | (12) | (22) |
| Adjusted noncontrolling interests | $ | (154) | $ | (156) |
| | |
| Adjusted Net Income - Linde plc (b) | | |
| Reported net income | $ | 6,199 | | $ | 4,147 | |
| Add: Pension settlement charge | 13 | | 5 | |
| Add: Other charges (a) | (41) | | 893 | |
| Add: Purchase accounting impacts - Linde AG (c) | 818 | | 1,150 | |
| Total adjustments | 790 | | 2,048 | |
| Adjusted net income - Linde plc | $ | 6,989 | | $ | 6,195 | |
| | |
| Adjusted Diluted EPS (b) | | |
| Reported diluted EPS | $ | 12.59 | | $ | 8.23 | |
| Add: Pension settlement charge | 0.03 | | 0.01 | |
| Add: Other charges (a) | (0.08) | | 1.77 | |
| | | | | | | | |
| Add: Purchase accounting impacts - Linde AG (c) | 1.66 | | 2.28 | |
| Total adjustments | 1.61 | | 4.06 | |
| Adjusted diluted EPS | $ | 14.20 | | $ | 12.29 | |
| | |
| Reported percentage change | 53 | % | |
| Adjusted percentage change | 16 | % | |
| | |
| Adjusted EBITDA and % of Sales | | |
| Net Income - Linde plc | $ | 6,199 | | $ | 4,147 | |
| Add: Noncontrolling interests | 142 | | 134 | |
| Add: Net pension and OPEB cost (benefit), excluding service cost | (164) | | (237) | |
| Add: Interest expense | 200 | | 63 | |
| Add: Income taxes | 1,814 | | 1,434 | |
| Add: Depreciation and amortization | 3,816 | | 4,204 | |
| EBITDA | 12,007 | | 9,745 | |
| Add: Other charges (a) | 40 | | 1,029 | |
| Add: Purchase accounting impacts - Linde AG (c) | 86 | | 99 | |
| Total adjustments | 126 | | 1,128 | |
| Adjusted EBITDA | $ | 12,133 | | $ | 10,873 | |
| | |
| Reported sales | $ | 32,854 | | $ | 33,364 | |
| % of sales | | |
| EBITDA | 36.5 | % | 29.2 | % |
| Adjusted EBITDA | 36.9 | % | 32.6 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (a) The income tax expense (benefit) on the non-GAAP pre-tax adjustments was determined using the applicable tax rates for the jurisdictions that were utilized in calculating the GAAP income tax expense (benefit) and included both current and deferred income tax amounts. |
| (b) Net of income taxes which are shown separately in “Adjusted Income Taxes and Effective Tax Rate”. |
(c) The company believes that its non-GAAP measures excluding Purchase accounting impacts - Linde AG are useful to investors because: (i) the business combination was a merger of equals in an all-stock merger transaction, with no cash consideration, (ii) the company is managed on a geographic basis and the results of certain geographies are more heavily impacted by purchase accounting than others, causing results that are not comparable at the reportable segment level, therefore, the impacts of purchasing accounting adjustments to each segment vary and are not comparable within the company and when compared to other companies in similar regions, (iii) business management is evaluated and variable compensation is determined based on results excluding purchase accounting impacts, and; (iv) it is important to investors and analysts to understand the purchase accounting impacts to the financial statements.
A summary of each of the adjustments made for Purchase accounting impacts - Linde AG are as follows:
Adjusted Operating Profit and Margin: The purchase accounting adjustments for the periods presented relate primarily to depreciation and amortization related to the fair value step up of fixed assets and intangible assets (primarily customer related) acquired in the merger and the allocation of fair value step-up for ongoing Linde AG asset disposals (reflected in Other Income/(Expense)).
Adjusted Interest Expense - Net: Relates to the amortization of the fair value of debt acquired in the merger.
Adjusted Income Taxes and Effective Tax Rate: Relates to the current and deferred income tax impact on the adjustments discussed above. The income tax expense (benefit) on the non-GAAP pre-tax adjustments was determined using the applicable tax rates for the jurisdictions that were utilized in calculating the GAAP income tax expense (benefit) and included both current and deferred income tax amounts.
Adjusted Income from Equity Investments: Represents the amortization of increased fair value on equity investments related to depreciable and amortizable assets.
Adjusted Noncontrolling Interests from Continuing Operations: Represents the noncontrolling interests’ ownership portion of the adjustments described above determined on an entity by entity basis.
|
Net Debt and Adjusted Net Debt
Net debt is a financial liquidity measure used by investors, financial analysts and management to evaluate the ability of a company to repay its debt. Purchase accounting impacts have been excluded as they are non-cash and do not have an impact on liquidity.
| | | | | | | | | | | |
| |
| December 31,
2023 | | December 31,
2022 |
| (Millions of dollars) | | | |
| Debt | $ | 19,373 | | | $ | 17,914 | |
| Less: cash and cash equivalents | (4,664) | | | (5,436) | |
| Net debt | 14,709 | | | 12,478 | |
| Less: purchase accounting impacts - Linde AG | (7) | | | (22) | |
| Adjusted net debt | $ | 14,702 | | | $ | 12,456 | |
SUPPLEMENTAL GUARANTEE INFORMATION
On May 3, 2023, the company filed a Form S-3 Registration Statement with the SEC ("the Registration Statement").
Linde plc may offer debt securities, preferred shares, depositary shares and ordinary shares under the Registration Statement, and debt securities exchangeable for or convertible into preferred shares, ordinary shares or other debt securities. Debt securities of Linde plc may be guaranteed by Linde Inc and/or Linde GmbH. Linde plc may provide guarantees of debt securities offered by its wholly owned subsidiaries Linde Inc. or Linde Finance under the Registration Statement.
Linde Inc. is a wholly owned subsidiary of Linde plc. Linde Inc. may offer debt securities under the Registration Statement. Debt securities of Linde Inc. will be guaranteed by Linde plc, and such guarantees by Linde plc may be guaranteed by Linde GmbH. Linde Inc. may also provide (i) guarantees of debt securities offered by Linde plc under the Registration Statement and (ii) upstream guarantees of downstream guarantees provided by Linde plc of debt securities of Linde Finance offered under the Registration Statement.
Linde Finance B.V. is a wholly owned subsidiary of Linde plc. Linde Finance may offer debt securities under the Registration Statement. Linde plc will apply to list and admit to trading its ordinary shares on the New York Stock Exchange and the Frankfurt Stock Exchange and will seek inclusion in the S&P 500 and DAX 30 indices.
Holders
As of December 31, 2017, Enceladus Holding Limited ("Enceladus") and Cumberland Corporate Services Limited ("Cumberland") are the only shareholdersguarantee debt securities of Linde plc, each holding 12,500 A ordinary shares of €1.00 each inFinance offered under the capitalRegistration Statement. Linde GmbH and Linde Inc. may guarantee Linde plc’s obligations under its downstream guarantee.
Linde GmbH is a wholly owned subsidiary of Linde plc. Linde GmbH may provide (i) guarantees of debt securities offered by Linde plc under the Registration Statement and (ii) upstream guarantees of downstream guarantees provided by Linde plc of debt securities of Linde Inc. or Linde Finance offered under the Registration Statement.
Enceladus is wholly owned by Praxair’s Irish legal counsel. It was established as a corporate services provider to facilitate transactions undertaken by clientsIn September 2019, Linde plc provided downstream guarantees of Praxair’s Irish legal counselall pre-existing Linde Inc. and it is managed by its boardLinde Finance notes, and Linde GmbH and Linde Inc., respectively, provided upstream guarantees of directors.Linde plc’s downstream guarantees.
Cumberland is wholly owned by Linde’s Irish legal counsel. It was established as a corporate services provider to facilitate transactions undertaken by clients of Linde’s Irish legal counsel and it is managed by its board of directors.
Dividends
Linde plc has not paid any dividends to date.
General Provisions Relating to Profit Allocation and Dividend Paymentsfiled a base prospectus with the Luxembourg Stock Exchange for a €10.0 billion debt issuance program, under Irish Law
Under Irish law,which Linde plc may only pay dividends, make distributionsoffer debt securities. Linde Inc. and also generally repurchase or redeem shares from its distributable reserves, which are, generally, its accumulated realized profits so far as not previously utilized by distribution or capitalization, less its accumulated realized losses so far as not previously written offLinde GmbH have provided to Linde plc upstream guarantees in a reduction or reorganization of capital duly made. In addition, no distribution or dividend may be made if the net assetsrelation to debt securities of Linde plc offered under the European debt program.
For further information about the guarantees of the debt securities registered under the Registration Statement (including the ranking of such guarantees, limitations on enforceability of such guarantees and the circumstances under which such guarantees may be released), see “Description of Debt Securities – Guarantees” and “Description of Debt Securities – Ranking” in the Registration Statement, which subsections are not, or if making such distribution or dividend will cause the net assets ofincorporated herein by reference.
The following tables present summarized financial information for Linde plc, Linde Inc., Linde GmbH and Linde Finance on a combined basis, after eliminating intercompany transactions and balances between them and excluding investments in and equity in earnings from non-guarantor subsidiaries.
| | | | | | | | | | | |
| (Millions of dollars) | | | |
| Statement of Income Data | Twelve Months Ended December 31, 2023 | | Twelve Months Ended December 31, 2022 |
| Sales | $ | 8,143 | | | $ | 8,850 | |
| Operating profit | 1,656 | | | 1,337 | |
| Net income | 735 | | | 675 | |
| Transactions with non-guarantor subsidiaries | 3,004 | | | 2,241 | |
| | | |
| Balance Sheet Data (at period end) | | | |
| Current assets (a) | $ | 4,423 | | | $ | 11,478 | |
| Long-term assets (b) | 13,833 | | | 13,949 | |
| Current liabilities (c) | 10,882 | | | 11,767 | |
| Long-term liabilities (d) | 56,546 | | | 48,210 | |
| | | |
(a) From current assets above, amount due from non-guarantor subsidiaries | $ | 1,753 | | | $ | 7,260 | |
| (b) From long-term assets above, amount due from non-guarantor subsidiaries | 816 | | | 1,982 | |
| (c) From current liabilities above, amount due to non-guarantor subsidiaries | 1,684 | | | 1,334 | |
| (d) From long-term liabilities above, amount due to non-guarantor subsidiaries | 39,458 | | | 33,268 | |
| | | |
| | | |
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Linde is exposed to not be, equalmarket risks relating to orfluctuations in excessinterest rates and currency exchange rates. The objective of financial risk management at Linde is to minimize the aggregatenegative impact of interest rate and foreign exchange rate fluctuations on the company’s earnings, cash flows and equity.
To manage these risks, Linde plc’s called-up share capital plus undistributable reserves. Undistributable reserves includeuses various derivative financial instruments, including interest-rate swaps, treasury rate locks, currency swaps, forward contracts, and commodity contracts. Linde plc’s undenominated capitalonly uses commonly traded and non-leveraged instruments. These contracts are entered into primarily with major banking institutions thereby minimizing the amount by which Linde plc’s accumulated unrealized profits exceeds its accumulated unrealized losses.
The determination asrisk of credit loss. Also, see Note 1 and Note 12 to whether or not Linde plc has sufficient distributable reserves to fund a dividend must be made by reference to Linde plc’s most recent unconsolidated annual audited financial statements or other financial statements properly prepared in accordance with the Companies Act 2014 (as amended) (Ireland). The relevant financial statements must be filed in the Companies Registration Office (the official public registry for companies in Ireland).
Immediately following the business combination, the unconsolidated balance sheet of Linde plc will not contain any distributable reserves, and “shareholders’ equity” in such balance sheet will be comprised entirely of (i) “share capital” (equal to the aggregate nominal value of the Linde plc shares issued pursuant to the business combination), (ii) “share premium” (resulting from the issuance of Linde plc shares as part of the merger which will be equal to the aggregate market value of Praxair less the nominal value of the share capital issued to Praxair shareholders), (iii) the “merger reserve” (resulting from the issuance of Linde plc shares in connection with the German exchange offer which will be equal to the aggregate market value of Linde AG shares owned by Linde plc on completion of the business combination, less the share capital issued to Linde shareholders) and (iv) incorporation "share premium" (resulting from the share premium paid in by Enceladus and Cumberland in respect of the 25,000 ordinary shares of €1.00 each in the capital of Linde plc issued on incorporation which is equal to the aggregate sum of €25,000 ($26,827)).
Dividend Policy
The dividend policy for the combined group will be determined following completion of the business combination. The Linde plc constitution authorizes the directors to declare dividends out of funds lawfully available without shareholder
approval. The board of directors may also recommend a dividend to be approved and declared by the Linde plc shareholders at a general meeting. Any dividend paid or changes to dividend policy are within the discretion of the board of directors and will depend upon many factors, including distributions of earnings to Linde plc by its subsidiaries, the financial condition and results of operations of the combined group, legal requirements, including limitations imposed by Irish law, terms of any outstanding shares of preferred stock, restrictions in any debt agreements that limit its ability to pay dividends to shareholders, restrictions in any series of preferred stock and other factors the board of directors deems relevant. Linde plc currently expects to pay dividends subject to its ability to do so.
Issuer Purchases of Equity Securities
None.
Securities Authorized for Issuance under Equity Compensation Plan
None.
Item 6. Selected Financial Data
The information set forth below is a summary that should be read together with the consolidated financial statements for a more complete description of Linde’s accounting policies and use of such instruments.
The following discussion presents the sensitivity of the market value, earnings and cash flows of Linde’s financial instruments to hypothetical changes in interest and exchange rates assuming these changes occurred at December 31, 2023. The range of changes chosen for these discussions reflects Linde’s view of changes which are reasonably possible over a one-year period. Market values represent the present values of projected future cash flows based on interest rate and exchange rate assumptions.
Interest Rate Risk
At December 31, 2023, Linde plchad debt totaling $19,373 million ($17,914 million at December 31, 2022). For fixed-rate instruments, interest rate changes affect the fair market value but do not impact earnings or cash flows. Conversely, for floating-rate instruments, interest rate changes generally do not affect the fair market value of the instrument but impact future earnings and cash flows, assuming that other factors are held constant. At December 31, 2023, including the impact of derivatives, Linde had fixed-rate debt of $14,345 million and floating-rate debt of $5,028 million, representing 74% and 26%, respectively, of total debt. At December 31, 2022, including the impact of derivatives, Linde had fixed-rate debt of $13,000 million and floating-rate debt of $4,914 million, representing 73% and 27%, respectively, of total debt.
Fixed Rate Debt
This sensitivity analysis assumes that, holding all other variables constant (such as foreign exchange rates, swaps and debt levels), a one hundred basis point increase in interest rates would decrease the unrealized fair market value of the fixed-rate debt portfolio by approximately $742 million ($666 million in 2022). A one hundred basis point increase in interest rates would result in an approximate $65 million increase to derivative assets recorded.
Variable Rate Debt
At December 31, 2023, the after-tax earnings and cash flows impact of a one hundred basis point increase in interest rates, including offsetting impact of derivatives, on the variable-rate debt portfolio would be approximately $50 million ($25 million in 2022).
Foreign Currency Risk
Linde’s exchange-rate exposures result primarily from its investments and ongoing operations in Latin America (primarily Brazil and Mexico), Europe (primarily Germany, Scandinavia, and the U.K.), Canada, Asia Pacific (primarily Australia and China) and other business transactions such as the procurement of equipment from foreign sources. Linde frequently utilizes currency contracts to hedge these exposures. At December 31, 2023, Linde had a notional amount outstanding of $5,651 million ($3,870 million at December 31, 2022) related notes thereto, includedto foreign exchange contracts. The majority of these were to hedge recorded balance sheet exposures, primarily intercompany loans denominated in Item 8non-functional currencies. See Note 12 to this Form 10-K. To date, Linde plc has not conducted any material activities other than those incidental to its formation and the matters contemplated by the business combination agreement.
|
| | | |
| From the Consolidated Statement of Income - in USD | April 18, 2017 - December 31, 2017 |
| Other expenses | $ | 1,882,646 |
|
| Operating loss | (1,882,646 | ) |
| Net finance costs | — |
|
| Loss before tax | (1,882,646 | ) |
| Income tax | — |
|
| Net income (loss) for the period | (1,882,646 | ) |
| Other comprehensive income | |
| Other comprehensive income (loss) for the period, net of tax | (42,828 | ) |
| Total comprehensive loss for the period | $ | (1,925,474 | ) |
| | |
| Net income (loss) per share - basic and diluted | $ | (75.31 | ) |
| Weighted average shares outstanding - basic and diluted | 25,000 |
|
|
| | | | | | | |
| From the Consolidated Balance Sheet - in USD | December 31, 2017 | | Opening Balance April 18, 2017 |
| ASSETS | | | |
| CURRENT ASSETS | | | |
| Cash at banks | $ | 84,862 |
| | $ | — |
|
| Other assets | 9,129,562 |
| | — |
|
| NON-CURRENT ASSETS | — |
| | — |
|
| TOTAL ASSETS | $ | 9,214,424 |
| | $ | — |
|
| | | | |
| SHAREHOLDER'S EQUITY AND LIABILITIES | | | |
| CURRENT LIABILITIES | | | |
| Accrued liabilities | $ | 1,644,799 |
| | $ | — |
|
| Related party debt (Note 7) | 9,501,470 |
| | — |
|
| NON CURRENT LIABILITIES | — |
| | — |
|
| CAPITAL AND RESERVES | | | |
| Share Capital (A ordinary shares of €1.00 each, authorized and issued shares - 25,000 shares) | 26,827 |
| | 26,827 |
|
| Additional paid-in capital | 26,827 |
| | 26,827 |
|
| Accumulated other comprehensive income | (42,828 | ) | | — |
|
| Receivable from shareholders | (60,025 | ) | | (53,654 | ) |
| Retained earnings (losses) | (1,882,646 | ) | | — |
|
| TOTAL SHAREHOLDER'S EQUITY | (1,931,845 | ) | | — |
|
| EQUITY AND LIABILITIES | $ | 9,214,424 |
| | $ | — |
|
|
| | | |
| From the Consolidated Statement of Cash Flows - in USD | April 18, 2017 - December 31, 2017 |
| OPERATIONS | |
| Net income (loss) | $ | (1,882,646 | ) |
| Working capital: | |
| Accrued liabilities | 1,847,848 |
|
| Net cash provided by (used for) operating activities | (34,798 | ) |
| | |
| INVESTING | |
| Net cash used for investing activities | — |
|
| | |
| FINANCING | |
| Related party debt | 118,140 |
|
| Net cash provided by (used for) financing | 118,140 |
|
| | |
| Effect of exchange rate changes on cash | 1,520 |
|
| | |
| Cash and cash equivalents, beginning-of-period | — |
|
| | |
| Cash and cash equivalents, end-of-period | $ | 84,862 |
|
| | |
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information set forth below is a summary that should be read together with the consolidated financial statementsstatements.
Holding all other variables constant, if there were a 10% increase in foreign-currency exchange rates for the portfolio, the fair market value of Linde plcforeign-currency contracts outstanding at December 31, 2023 would decrease by approximately $58 million and the related notes thereto, included in Item 8 to this Form 10-K.
To date, Linde plc has not conducted any material activities other than those incidental to its formation and the matters contemplatedat December 31, 2022 would increase by the business combination agreement. Linde plc does not have any material assets and the management of Linde plc has not resolved to make any future investments other than in relation to the business combination. In connection with the proposed business combination, Linde plc filed a Registration Statement on Form S-4approximately $83 million, which was declared effectivewould be largely offset by the SEC on August 14, 2017.
On July 24, 2017 Linde plc entered into a cash management agreement with Praxair International Finance UC to finance the Company´s working capital obligations. The total available amount under the facility is €30,000,000. The cash management agreement is Euro denominated and has a variable interest rate of one month EUR LIBOR plus a 0% spread. The cash management agreement terminatesan offsetting loss or gain on the earlierforeign-currency fluctuation of the termination dateunderlying exposure being hedged.
Holding all other variables constant, if there were a 10% increase in foreign-currency exchange rates on the external debt portfolio, the fair market value of the business combination agreement or the business day immediately following the closing date of the business combination. As offoreign-currency denominated debt outstanding at December 31, 2017, $9,501,470 was outstanding under this facility primarily related to SEC registration fees paid2023 would decrease by Praxair International Finance UC on behalf of Linde plc.
In addition, Linde plc has incurred expenses of $1,882,646 for the period from inception toapproximately $970 million and at December 31, 2017, primarily related to accounting and advisory services incurred in connection with the business combination.
As of December 31, 2017, Linde plc did not have any off-balance sheet arrangements. In addition, as of December 31, 2017, Linde plc did not have any long-term debt, capital lease obligations, operating lease obligations, purchase obligations2022 would decrease by approximately $803 million, which would be largely offset by an offsetting loss or other long-term liabilities.
Forward-looking Statements
Certain statements and assumptions in this document contain or are based on “forward-looking” information. Forward-looking statements are based on Linde plc’s beliefs and assumptionsgain on the basisunderlying exposure being hedged.
Table of factors currently known to them. These forward-looking statements include terms and phrases such as: “anticipate,” “expect,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “will,” “potential,” “forecast,” and similar expressions. These forward-looking statements include statements regarding benefits of the proposed business combination, integration plans and expected synergies and cost reductions, anticipated future growth, financial and operating performance and results. Forward-looking statements involve significant risks and uncertainties that may cause actual results to be materially different from the results predicted or expected. No assurance can be given that these forward-looking statements will prove accurate and correct, or that projected or anticipated future results will be achieved. All forward-looking statements included in this document are based upon information available to Linde plc on the date hereof, and Linde plc disclaims and does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.Contents In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than Linde plc has described. All such factors are difficult to predict and beyond Linde plc’s control. These factors include:
failure to obtain applicable governmental or regulatory approvals in a timely manner or otherwise, or being required to accept conditions, including divestitures, that could reduce the anticipated benefits of the proposed business combination as a condition to obtaining regulatory approvals;
the ability to implement the business combination and to satisfy applicable closing conditions;
the ability to integrate the operations of Praxair and Linde, the ultimate outcome of Linde plc’s commercial and operating strategy following completion of the business combination, including the ultimate ability to realize synergies and cost reductions;
operating costs, customer loss or business disruption being greater than expected in anticipation of, or, if consummated, following, the business combination;
the effects of a combination of Praxair and Linde, including Linde plc’s future financial position, operating results, strategy and plans;
Linde plc’s ability to maintain effective internal controls;
unanticipated litigation, claims or assessments, as well as the outcome/impact of any current/pending litigation, claims or assessments, including in connection with a potential post-completion reorganization with respect to Linde AG;
potential security violations to Linde plc's information technology systems;
the investment performance of Praxair’s and/or Linde’s pension plan assets, which could require Praxair and/or Linde to increase their pension contributions;
changes in legislation or governmental regulations affecting Linde plc; international, national or local economic, social or political conditions or other factors such as currency exchange rates, inflation rates, recessionary or expansive trends, taxes and regulations and laws that could adversely affect Linde plc, Praxair and Linde or their clients; and
other factors discussed elsewhere in this document and in the section "Risk Factors" included in Item 1A. of this Form 10-K.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
During the period covered by this report, Linde plc did not conduct any material activities and therefore did not incur any significant interest rate risk, foreign currency exchange rate risk, commodity price risk or other relevant market risks.
ItemITEM 8. Financial Statements and Supplementary Data
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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MANAGEMENT’S STATEMENT OF RESPONSIBILITY FOR FINANCIAL STATEMENTS
Linde’s consolidated financial statements are prepared by management, which is responsible for their fairness, integrity and objectivity. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America applied on a consistent basis, except for accounting changes as disclosed, and include amounts that are estimates and judgments. All historical financial information in this annual report is consistent with the accompanying financial statements.
Linde maintains accounting systems, including internal accounting controls, monitored by a staff of internal auditors, that are designed to provide reasonable assurance of the reliability of financial records and the protection of assets. The concept of reasonable assurance is based on recognition that the cost of a system should not exceed the related benefits. The effectiveness of those systems depends primarily upon the careful selection of financial and other managers, clear delegation of authority and assignment of accountability, inculcation of high business ethics and conflict-of-interest standards, policies and procedures for coordinating the management of corporate resources, and the leadership and commitment of top management. In compliance with Section 404 of the Sarbanes-Oxley Act of 2002, Linde assessed its internal control over financial reporting and issued a report (see below).
The Audit Committee of the Board of Directors, which consists solely of non-employee directors, is responsible for overseeing the functioning of the accounting system and related controls and the preparation of annual financial statements. The Audit Committee periodically meets with management, internal auditors and the independent registered public accounting firm to review and evaluate their accounting, auditing and financial reporting activities and responsibilities, including management’s assessment of internal control over financial reporting. The independent registered public accounting firm and internal auditors have full and free access to the Audit Committee and meet with the committee, with and without management present.
MANAGEMENT’S REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMON INTERNAL CONTROL OVER FINANCIAL REPORTING
Linde’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of management, including the company’s principal executive officer and principal financial officer, the company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (often referred to as COSO). Based on this evaluation, management concluded that the company’s internal control over financial reporting was effective as of December 31, 2023.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited and issued their opinion on the effectiveness of the company’s internal control over financial reporting as of December 31, 2023 as stated in their report.
| | | | | | | | |
/s/ SANJIV LAMBA | | /s/ KELCEY E. HOYT |
Sanjiv Lamba
Chief Executive Officer | | Kelcey E. Hoyt
Chief Accounting Officer |
/s/ MATTHEW J. WHITE | |
Matthew J. White
Chief Financial Officer | |
February 28, 2024 |
Report of Independent Registered Public Accounting Firm
Tothe Board of Directors and shareholdersShareholders of Linde plc:plc
OpinionOpinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Linde plc and its subsidiaries (the “Company”) as of December 31, 20172023 and April 18, 2017,2022, and the related consolidated statementstatements of income, andof comprehensive income, of equity and of cash flows and equity for each of the three years in the period from April 18, 2017 toended December 31, 2017,2023, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20172023 and April 18, 2017,2022, and the results of theirits operations and theirits cash flows for each of the three years in the period from April 18, 2017 toended December 31, 20172023 in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for OpinionOpinions
TheseThe Company's management is responsible for these consolidated financial statements, are the responsibilityfor maintaining effective internal control over financial reporting, and for its assessment of the Company’s management.effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express an opinionopinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinion.opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition - Estimated Costs at Completion
As described in Note 19 to the consolidated financial statements, $2,160 million of the Company’s total revenues for the year ended December 31, 2023 was generated from the sale of equipment contracts. Sales of equipment contracts are generally comprised of a single performance obligation. Revenue from the sale of equipment is generally recognized over time as the Company 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.
The principal considerations for our determination that performing procedures relating to revenue recognition - estimated costs at completion is a critical audit matter are (i) the significant judgment by management when developing the estimated costs at completion for the sale of equipment contracts; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the estimated costs at completion and management’s significant assumptions related to the total estimated material and labor costs; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over developing the estimated costs at completion for the sale of equipment contracts. These procedures also included, among others, evaluating and testing management’s process for developing the estimated costs at completion for the sale of equipment contracts, which included evaluating the reasonableness of management’s significant assumptions related to the total estimated material and labor costs. Evaluating the reasonableness of management’s significant assumptions involved evaluating management’s ability to reasonably estimate costs at completion for the sale of equipment contracts on a sample basis by (i) performing a comparison of the originally estimated and actual costs incurred on similar completed equipment contracts, and (ii) evaluating the timely identification of circumstances that may warrant a modification to estimated costs at completion, including actual costs in excess of estimates. Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of management’s estimates and significant assumptions related to the total estimated material and labor costs.
/s/ PricewaterhouseCoopers LLP
Stamford, CTConnecticut
March 23, 2018February 28, 2024
We have served as the Company'sCompany’s or its predecessor’s auditor since 2017.1992.
CONSOLIDATED STATEMENTS OF INCOME
LINDE PLC (Formerly known as Zamalight plc) AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS(Dollar amounts in millions, except per share data)
(In USD)
|
| | | | | | | |
| | December 31, 2017 | | Opening Balance April 18, 2017 |
| ASSETS | | | |
| CURRENT ASSETS | | | |
| Cash at banks | $ | 84,862 |
| | $ | — |
|
| Other assets | 9,129,562 |
| | — |
|
| NON-CURRENT ASSETS | — |
| | — |
|
| TOTAL ASSETS | $ | 9,214,424 |
| | $ | — |
|
| | | | |
| SHAREHOLDER'S EQUITY AND LIABILITIES | | | |
| CURRENT LIABILITIES | | | |
| Accrued liabilities | $ | 1,644,799 |
| | $ | — |
|
| Related party debt (Note 7) | 9,501,470 |
| | — |
|
| NON CURRENT LIABILITIES | — |
| | — |
|
| | | | |
| Commitments and contingencies (Note 9) | | | |
| | | | |
| CAPITAL AND RESERVES | | | |
| Share Capital (A ordinary shares of €1.00 each, authorized and issued shares - 25,000 shares) | 26,827 |
| | 26,827 |
|
| Additional paid-in capital | 26,827 |
| | 26,827 |
|
| Accumulated other comprehensive income | (42,828 | ) | | — |
|
| Receivable from shareholders | (60,025 | ) | | (53,654 | ) |
| Retained earnings (losses) | (1,882,646 | ) | | — |
|
| TOTAL SHAREHOLDER'S EQUITY | (1,931,845 | ) | | — |
|
| EQUITY AND LIABILITIES | $ | 9,214,424 |
| | $ | — |
|
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, | 2023 | | 2022 | | 2021 |
| Sales | $ | 32,854 | | | $ | 33,364 | | | $ | 30,793 | |
| Cost of sales, exclusive of depreciation and amortization | 17,492 | | | 19,450 | | | 17,543 | |
| Selling, general and administrative | 3,295 | | | 3,107 | | | 3,189 | |
| Depreciation and amortization | 3,816 | | | 4,204 | | | 4,635 | |
| Research and development | 146 | | | 143 | | | 143 | |
| Other charges | 40 | | | 1,029 | | | 273 | |
| | | | | |
| Other income (expenses) – net | (41) | | | (62) | | | (26) | |
| Operating Profit | 8,024 | | | 5,369 | | | 4,984 | |
| Interest expense – net | 200 | | | 63 | | | 77 | |
| Net pension and OPEB cost (benefit), excluding service cost | (164) | | | (237) | | | (192) | |
| Income Before Income Taxes and Equity Investments | 7,988 | | | 5,543 | | | 5,099 | |
| Income taxes | 1,814 | | | 1,434 | | | 1,262 | |
| Income From Continuing Operations Before Equity Investments | 6,174 | | | 4,109 | | | 3,837 | |
| Income from equity investments | 167 | | | 172 | | | 119 | |
| Income From Continuing Operations (Including Noncontrolling Interests) | 6,341 | | | 4,281 | | | 3,956 | |
| Income from discontinued operations, net of tax | — | | | — | | | 5 | |
| Net Income (Including Noncontrolling Interests) | 6,341 | | | 4,281 | | | 3,961 | |
| Less: noncontrolling interests from continuing operations | (142) | | | (134) | | | (135) | |
| | | | | |
| Net Income – Linde plc | $ | 6,199 | | | $ | 4,147 | | | $ | 3,826 | |
| | | | | |
| Net Income – Linde plc | | | | | |
| Income from continuing operations | $ | 6,199 | | | $ | 4,147 | | | $ | 3,821 | |
| Income from discontinued operations | $ | — | | | $ | — | | | $ | 5 | |
| | | | | |
| Per Share Data – Linde plc Shareholders | | | | | |
| Basic earnings per share from continuing operations | $ | 12.70 | | | $ | 8.30 | | | $ | 7.39 | |
| Basic earnings per share from discontinued operations | — | | | — | | | 0.01 | |
| Basic earnings per share | $ | 12.70 | | | $ | 8.30 | | | $ | 7.40 | |
| Diluted earnings per share from continuing operations | $ | 12.59 | | | $ | 8.23 | | | $ | 7.32 | |
| Diluted earnings per share from discontinued operations | — | | | — | | | 0.01 | |
| Diluted earnings per share | $ | 12.59 | | | $ | 8.23 | | | $ | 7.33 | |
| | | | | |
| Weighted Average Shares Outstanding (000’s): | | | | | |
| Basic shares outstanding | 488,191 | | | 499,736 | | | 516,896 | |
| Diluted shares outstanding | 492,290 | | | 504,038 | | | 521,875 | |
The accompanying notesNotes are an integral part of these financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
LINDE PLC (Formerly known as Zamalight plc) AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME(Dollar amounts in millions)
(In USD)
|
| | | |
| | April 18, 2017 - December 31, 2017 |
| Other expenses | $ | 1,882,646 |
|
| Operating loss | (1,882,646 | ) |
| Net finance costs | — |
|
| Loss before tax | (1,882,646 | ) |
| Income tax | — |
|
| Net income (loss) for the period | (1,882,646 | ) |
| Other comprehensive income |
|
|
| Other comprehensive income (loss) for the period, net of tax | (42,828 | ) |
| Total comprehensive loss for the period | $ | (1,925,474 | ) |
| | |
| Net income (loss) per share - basic and diluted | $ | (75.31 | ) |
| Weighted average shares outstanding - basic and diluted | 25,000 |
|
The accompanying notes are an integral part of these financial statements.
LINDE PLC (Formerly known as Zamalight plc) AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(In USD)
|
| | | |
| | April 18, 2017 - December 31, 2017 |
| OPERATIONS | |
| Net income (loss) | $ | (1,882,646 | ) |
| Working capital: | |
| Accrued liabilities | 1,847,848 |
|
| Net cash provided by (used for) operating activities | (34,798 | ) |
| | |
| INVESTING | |
| Net cash used for investing activities | — |
|
| | |
| FINANCING | |
| Related party debt | 118,140 |
|
| Net cash provided by (used for) financing | 118,140 |
|
| | |
| Effect of exchange rate changes on cash | 1,520 |
|
| | |
| Cash and cash equivalents, beginning-of-period | — |
|
| | |
| Cash and cash equivalents, end-of-period | $ | 84,862 |
|
| | |
The accompanying notes are an integral part of these financial statements.
LINDE PLC (Formerly known as Zamalight plc) AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EQUITY
(In USD)
|
| | | | | | | | | | | | | | | | | | |
| | Share capital | Additional Paid in Capital | Accumulated other comprehensive income | Accumulated deficit | Receivables from shareholders | Total equity |
| | | | | | | |
| Issue of share capital on incorporation - April 18, 2017 | $ | 26,827 |
| $ | 26,827 |
| $ | — |
| $ | — |
| $ | (53,654 | ) | $ | — |
|
| Loss for the period | — |
| — |
| — |
| (1,882,646 | ) | — |
| (1,882,646 | ) |
| Total comprehensive loss for the period - currency translation | — |
| — |
| (42,828 | ) | — |
| (6,371 | ) | (49,199 | ) |
| December 31, 2017 | 26,827 |
| 26,827 |
| (42,828 | ) | (1,882,646 | ) | (60,025 | ) | (1,931,845 | ) |
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, | 2023 | | 2022 | | 2021 |
| NET INCOME (INCLUDING NONCONTROLLING INTERESTS) | $ | 6,341 | | | $ | 4,281 | | | $ | 3,961 | |
| | | | | |
| OTHER COMPREHENSIVE INCOME (LOSS) | | | | | |
| Translation adjustments: | | | | | |
| Foreign currency translation adjustments | 399 | | | (1,725) | | | (1,116) | |
| Reclassifications to net income | — | | | (110) | | | (52) | |
| Income taxes | 1 | | | — | | | (7) | |
| Translation adjustments | 400 | | | (1,835) | | | (1,175) | |
| Funded status - retirement obligations (Note 16): | | | | | |
| | | | | |
| | | | | |
| | | | | |
| Retirement program remeasurements | (480) | | | 1,349 | | | 826 | |
| | | | | |
| | | | | |
| Reclassifications to net income | (14) | | | 80 | | | 175 | |
| Income taxes | 114 | | | (359) | | | (255) | |
| Funded status - retirement obligations | (380) | | | 1,070 | | | 746 | |
| Derivative instruments (Note 12): | | | | | |
| Current year unrealized gain (loss) | (80) | | | 107 | | | 140 | |
| Reclassifications to net income | 13 | | | (129) | | | (49) | |
| Income taxes | 12 | | | 9 | | | (20) | |
| Derivative instruments | (55) | | | (13) | | | 71 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| TOTAL OTHER COMPREHENSIVE INCOME (LOSS) | (35) | | | (778) | | | (358) | |
| | | | | |
| COMPREHENSIVE INCOME (INCLUDING NONCONTROLLING INTERESTS) | 6,306 | | | 3,503 | | | 3,603 | |
| Less: noncontrolling interests | (130) | | | (90) | | | (135) | |
| COMPREHENSIVE INCOME - LINDE PLC | $ | 6,176 | | | $ | 3,413 | | | $ | 3,468 | |
The accompanying notesNotes are an integral part of these financial statements.
CONSOLIDATED BALANCE SHEETS
LINDE PLC AND SUBSIDIARIES
(Dollar amounts in millions)
| | | | | | | | | | | |
| December 31, | 2023 | | 2022 |
| Assets | | | |
| Cash and cash equivalents | $ | 4,664 | | | $ | 5,436 | |
| Accounts receivable – net | 4,718 | | | 4,559 | |
| Contract assets | 196 | | | 124 | |
| Inventories | 2,115 | | | 1,978 | |
| Prepaid and other current assets | 927 | | | 950 | |
| Total Current Assets | 12,620 | | | 13,047 | |
| Property, plant and equipment – net | 24,552 | | | 23,548 | |
| Equity investments | 2,190 | | | 2,350 | |
| Goodwill | 26,751 | | | 25,817 | |
| Other intangible assets – net | 12,399 | | | 12,420 | |
| Other long-term assets | 2,299 | | | 2,476 | |
| Total Assets | $ | 80,811 | | | $ | 79,658 | |
| Liabilities and Equity | | | |
| Accounts payable | $ | 3,020 | | | $ | 2,995 | |
| Short-term debt | 4,713 | | | 4,117 | |
| Current portion of long-term debt | 1,263 | | | 1,599 | |
| Contract liabilities | 1,901 | | | 3,073 | |
| Accrued taxes | 664 | | | 613 | |
| Other current liabilities | 4,156 | | | 4,082 | |
| Total Current Liabilities | 15,717 | | | 16,479 | |
| Long-term debt | 13,397 | | | 12,198 | |
| Other long-term liabilities | 3,804 | | | 2,795 | |
| Deferred credits | 6,798 | | | 6,799 | |
| Total Liabilities | 39,716 | | | 38,271 | |
| Commitments and contingencies (Note 17) | | | |
| Redeemable noncontrolling interests | 13 | | | 13 | |
| Linde plc Shareholders’ Equity: | | | |
| Ordinary shares (€0.001 par value, authorized 1,750,000,000 shares, 2023 issued: 490,766,972 ordinary shares; 2022 issued: 552,012,862 ordinary shares) | 1 | | | 1 | |
| Additional paid-in capital | 39,812 | | | 40,005 | |
| Retained earnings | 8,845 | | | 20,541 | |
| Accumulated other comprehensive income (loss) | (5,805) | | | (5,782) | |
Less: Treasury shares, at cost (2023 – 8,321,827 shares and 2022 – 59,555,235 shares) | (3,133) | | | (14,737) | |
| Total Linde plc Shareholders’ Equity | 39,720 | | | 40,028 | |
| Noncontrolling interests | 1,362 | | | 1,346 | |
| Total Equity | 41,082 | | | 41,374 | |
| Total Liabilities and Equity | $ | 80,811 | | | $ | 79,658 | |
The accompanying Notes are an integral part of these financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
LINDE PLC AND SUBSIDIARIES
(Millions of dollars) | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | 2023 | | 2022 | | 2021 |
| Increase (Decrease) in Cash and Cash Equivalents | | | | | |
| Operations | | | | | |
| Net income – Linde plc | $ | 6,199 | | | $ | 4,147 | | | $ | 3,826 | |
| Less: income from discontinued operations, net of tax and noncontrolling interests | — | | | — | | | (5) | |
| Add: Noncontrolling interests from continuing operations | 142 | | | 134 | | | 135 | |
| Income from continuing operations (including noncontrolling interests) | $ | 6,341 | | | $ | 4,281 | | | $ | 3,956 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
| Other charges, net of payments | (118) | | | 902 | | | 98 | |
| | | | | |
| | | | | |
| Depreciation and amortization | 3,816 | | | 4,204 | | | 4,635 | |
| | | | | |
| Deferred income taxes | (84) | | | (383) | | | (254) | |
| Share-based compensation | 141 | | | 107 | | | 128 | |
| | | | | |
| | | | | |
| | | | | |
| Non-cash charges and other | 43 | | | (49) | | | (19) | |
| Working capital | | | | | |
| Accounts receivable | (86) | | | (423) | | | (553) | |
| Contract assets and liabilities, net | (168) | | | 310 | | | 1,307 | |
| Inventory | (127) | | | (347) | | | (129) | |
| Prepaid and other current assets | 66 | | | (157) | | | 76 | |
| Payables and accruals | (168) | | | 307 | | | 447 | |
| Pension contributions | (46) | | | (51) | | | (42) | |
| Long-term assets, liabilities and other | (305) | | | 163 | | | 75 | |
| Net cash provided by operating activities | 9,305 | | | 8,864 | | | 9,725 | |
| | | | | |
| | | | | |
| Investing | | | | | |
| Capital expenditures | (3,787) | | | (3,173) | | | (3,086) | |
| Acquisitions, net of cash acquired | (953) | | | (110) | | | (88) | |
| | | | | |
| Divestitures and asset sales, net of cash divested | 70 | | | 195 | | | 167 | |
| | | | | |
| | | | | |
| | | | | |
| Net cash used for investing activities | (4,670) | | | (3,088) | | | (3,007) | |
| | | | | |
| Financing | | | | | |
| Short-term debt borrowings (repayments) – net | 554 | | | 3,050 | | | (1,329) | |
| Long-term debt borrowings | 2,188 | | | 3,210 | | | 2,283 | |
| Long-term debt repayments | (1,682) | | | (1,785) | | | (1,468) | |
| Issuances of ordinary shares | 33 | | | 36 | | | 50 | |
| Purchases of ordinary shares | (3,958) | | | (5,168) | | | (4,612) | |
| Cash dividends – Linde plc shareholders | (2,482) | | | (2,344) | | | (2,189) | |
| | | | | |
| | | | | |
| Noncontrolling interest transactions and other | (53) | | | (88) | | | (323) | |
| | | | | |
| | | | | |
| Net cash used for financing activities | (5,400) | | | (3,089) | | | (7,588) | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| Effect of exchange rate changes on cash and cash equivalents | (7) | | | (74) | | | (61) | |
| | | | | |
| Change in cash and cash equivalents | (772) | | | 2,613 | | | (931) | |
| Cash and cash equivalents, beginning-of-period | 5,436 | | | 2,823 | | | 3,754 | |
| | | | | |
| | | | | |
| Cash and cash equivalents, end-of-period | $ | 4,664 | | | $ | 5,436 | | | $ | 2,823 | |
| | | | | |
| Supplemental Data | | | | | |
| Income taxes paid | $ | 1,955 | | | $ | 1,735 | | | $ | 1,710 | |
| Interest paid, net of capitalized interest (Note 7) | $ | 451 | | | $ | 170 | | | $ | 233 | |
The accompanying Notes are an integral part of these financial statements.
CONSOLIDATED STATEMENTS OF EQUITY
LINDE PLC AND SUBSIDIARIES
(Dollar amounts in millions, except per share data, shares in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Linde plc Shareholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | |
| | Ordinary shares | | Additional
Paid-in
Capital | | Retained
Earnings | | Accumulated Other
Comprehensive
Income (Loss)
(Note 7) | | Treasury Stock | | Linde plc
Shareholders’
Equity | | Noncontrolling
Interests | | Total Equity | | | | | | | | | | | | | | | | | | | |
| Activity | Shares | | Amounts | | Shares | | Amounts | | | | | | | | | | | | | | | | | | | | |
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| Balance, December 31, 2020 | 552,013 | | | $ | 1 | | | $ | 40,202 | | | $ | 17,178 | | | $ | (4,690) | | | 28,718 | | | $ | (5,374) | | | $ | 47,317 | | | $ | 2,252 | | | $ | 49,569 | | | | | | | | | | | | | | | | | | | | |
| Net Income available for Linde plc shareholders | | | | | | | 3,826 | | | | | | | | | 3,826 | | | 135 | | | 3,961 | | | | | | | | | | | | | | | | | | | | |
| Other comprehensive income (loss) | | | | | | | | | (358) | | | | | | | (358) | | | — | | | (358) | | | | | | | | | | | | | | | | | | | | |
| Noncontrolling interests: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Dividends and other capital reductions | | | | | | | | | | | | | | | — | | | (118) | | | (118) | | | | | | | | | | | | | | | | | | | | |
| Additions (Reductions) | | | | | | | | | | | | | | | — | | | (876) | | | (876) | | | | | | | | | | | | | | | | | | | | |
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| Dividends ($4.24 per ordinary share) | | | | | | | (2,189) | | | | | | | | | (2,189) | | | | | (2,189) | | | | | | | | | | | | | | | | | | | | |
| Issuances of ordinary shares: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For employee savings and incentive plans | | | | | (150) | | | (105) | | | | | (1,026) | | | 209 | | | (46) | | | | | (46) | | | | | | | | | | | | | | | | | | | | |
| Purchases of ordinary shares | | | | | | | | | | | 15,640 | | | (4,643) | | | (4,643) | | | | | (4,643) | | | | | | | | | | | | | | | | | | | | |
| Share-based compensation | | | | | 128 | | | | | | | | | | 128 | | | | 128 | | | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2021 | 552,013 | | | $ | 1 | | | $ | 40,180 | | | $ | 18,710 | | | $ | (5,048) | | | 43,332 | | | $ | (9,808) | | | $ | 44,035 | | | $ | 1,393 | | | $ | 45,428 | | | | | | | | | | | | | | | | | | | | |
| Net Income available for Linde plc shareholders | | | | | | | 4,147 | | | | | | | | | 4,147 | | | 134 | | | 4,281 | | | | | | | | | | | | | | | | | | | | |
| Other comprehensive income (loss) | | | | | | | | | (734) | | | | | | | (734) | | | (44) | | | (778) | | | | | | | | | | | | | | | | | | | | |
| Noncontrolling interests: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Dividends and other capital reductions | | | | | | | | | | | | | | | — | | | (81) | | | (81) | | | | | | | | | | | | | | | | | | | | |
| Additions (Reductions) - (Note 14) | | | | | | | | | | | | | | | — | | | (56) | | | (56) | | | | | | | | | | | | | | | | | | | | |
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| Dividends ($4.68 per ordinary share) | | | | | | | (2,344) | | | | | | | | | (2,344) | | | | | (2,344) | | | | | | | | | | | | | | | | | | | | |
| Issuances of ordinary shares: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For employee savings and incentive plans | | | | | (282) | | | 28 | | | | | (811) | | | 198 | | | (56) | | | | | (56) | | | | | | | | | | | | | | | | | | | | |
| Purchases of ordinary shares | | | | | | | | | | | 17,034 | | | (5,127) | | | (5,127) | | | | | (5,127) | | | | | | | | | | | | | | | | | | | | |
| Share-based compensation | | | | | 107 | | | | | | | | | | 107 | | | | 107 | | | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2022 | 552,013 | | | $ | 1 | | | $ | 40,005 | | | $ | 20,541 | | | $ | (5,782) | | | 59,555 | | | $ | (14,737) | | | $ | 40,028 | | | $ | 1,346 | | | $ | 41,374 | | | | | | | | | | | | | | | | | | | | |
| Net Income available for Linde plc shareholders | | | | | | | 6,199 | | | | | | | | | 6,199 | | | 142 | | | 6,341 | | | | | | | | | | | | | | | | | | | | |
| Other comprehensive income (loss) | | | | | | | | | (23) | | | | | | | (23) | | | (12) | | | (35) | | | | | | | | | | | | | | | | | | | | |
| Noncontrolling interests: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Dividends and other capital reductions | | | | | | | | | | | | | | | — | | | (113) | | | (113) | | | | | | | | | | | | | | | | | | | | |
| Additions (Reductions) | | | | | (12) | | | | | | | | | | | (12) | | | (1) | | | (13) | | | | | | | | | | | | | | | | | | | | |
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| Dividends ($5.10 per common share) | | | | | | | (2,482) | | | | | | | | | (2,482) | | | | | (2,482) | | | | | | | | | | | | | | | | | | | | |
| Issuances of ordinary shares: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For employee savings and incentive plans | | | | | (322) | | | (113) | | | | | (924) | | | 307 | | | (128) | | | | | (128) | | | | | | | | | | | | | | | | | | | | |
| Purchases of ordinary shares | | | | | | | | | | | 10,937 | | | (4,003) | | | (4,003) | | | | | (4,003) | | | | | | | | | | | | | | | | | | | | |
| Share-based compensation | | | | | 141 | | | | | | | | | | 141 | | | | 141 | | | | | | | | | | | | | | | | | | | | |
| Intercompany reorganization (Note 14) | (61,246) | | | | | | | (15,300) | | | | | (61,246) | | | 15,300 | | | | | | | — | | | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2023 | 490,767 | | | $ | 1 | | | $ | 39,812 | | | $ | 8,845 | | | $ | (5,805) | | | 8,322 | | | $ | (3,133) | | | $ | 39,720 | | | $ | 1,362 | | | $ | 41,082 | | | | | | | | | | | | | | | | | | | | |
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The accompanying Notes are an integral part of these financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
LINDE PLC AND SUBSIDIARIES
NOTE 1. Organization and Basis of PresentationSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Linde plc formerly known as Zamalight plc("Linde plc"("Linde" or the “Company”"the company"), was is an incorporated as a public limited company formed under the laws of Ireland on April 18, 2017, by Enceladus Holding Limited ("Enceladus") and Cumberland Corporate Services Limited ("Cumberland"), with an issued share capital of €25,000 ($26,827), comprised of 25,000 A ordinary shares with a nominal value of €1.00 each, and additional paid in capital of €25,000 ($26,827). The A ordinary shares of €1.00 each were initially issued on Linde plc’s incorporation as ordinary shares. These shares were subsequently re-designated as A ordinary shares on July 25, 2017. Zamalight plc was renamed "Linde plc" on July 20, 2017.
The Company is registered in Ireland under the registration number 602527 and with itsIreland. Linde’s registered office is located at Ten Earlsfort Terrace, Dublin 2, D02 T380 Ireland andIreland. Linde’s principal executive offices are located at The Priestley Centre,Forge, 43 Church Street West, Woking, Surrey GU21 6HT, United Kingdom and 10 Priestley Road, The Surrey Research Park, Guildford, Surrey GU2 7XY,Riverview Drive, Danbury, Connecticut, United Kingdom. The Company was formedStates 06810. Linde trades on Aprilthe Nasdaq under the symbol LIN.
On January 18, 2017; accordingly,2023, shareholders approved the financial statements ascompany’s proposal for an intercompany reorganization that resulted in the delisting of that date only compriseits ordinary shares from the balance sheet (“opening balance sheet”). The Company’s fiscal year endsFrankfurt Stock Exchange, on December 31, 2017.March 1, 2023, after the completion of legal and regulatory approvals.
The Company 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 which, among other things, Praxair, Inc., a Delaware corporation (together with its subsidiaries, “Praxair”) and Linde AG, a German stock corporation (together with its subsidiaries, “Linde”) agreed to combine their respective businesses through an all-stock transaction, and become subsidiaries of the Company.
In connection with the proposed business combination,closing of the intercompany reorganization on March 1, 2023, Linde plc filed a Registration Statement on Form S-4 (the "registration statement") which was declared effective byshareholders automatically received one share of the U. S. Securities and Exchange Commission ("SEC") on August 14, 2017. Linde plc has also filed an offer document with the German Federal Financial Supervisory Authority (Bundesanstalt fuer Finanzdienstleistungsaufsicht) (“BaFin”) which was approvednew holding company in exchange for publication by BaFin on August 14, 2017 and published by Linde plc on August 15, 2017 (the "offer document"). Pursuant to the offer document, Linde plc made an offer to exchange each issued and outstanding no-par value bearer share of Linde AG for 1.540 ordinary sharesplc that was previously owned. The new holding company is also named “Linde plc” and trades under the existing ticker LIN.
Principles of Linde plc (the “exchange offer”). In addition, Zamalight Subco, Inc., an indirect wholly-owned Delaware subsidiary of Linde plc, will merge with and into Praxair, Inc., with Praxair, Inc. surviving the merger (the “merger”, and together with the exchange offer, the “business combination” ). In the merger, each share of Praxair, Inc. common stock will be converted into the right to receive one Linde plc ordinary share. Praxair, Inc.’s stockholders approved the merger at Praxair, Inc.’s special meeting held on September 27, 2017 and on November 24, 2017, the tender period for the exchange offer expired with approximately 92% of all Linde AG shares entitled to voting rights being tendered.Consolidation– The parties currently expect the business combination to be completed in the second half of 2018. Upon completion of the business combination, Linde plc will apply to list its ordinary shares on the New York Stock Exchange and the Frankfurt Stock Exchange, and will seek inclusion in the S&P 500 and DAX 30 indices.
Completion of the business combination remains subject to approval by requisite governmental regulators and authorities, including approvals under applicable competition laws.
The business combination agreement, or certain covenants contained therein,may be terminated for, or may terminate as a result of, certain reasons, including, among others, (a) the mutual consent of Praxair, Inc. and Linde AG to termination, (b) a permanent injunction or order by any governmental entity in Ireland, the United Kingdom, Germany or the United States that prohibits or makes illegal the completion of the Business Combination, (c) the occurrence of a change, event, occurrence or effect that has had or is reasonably expected to have a “material adverse change” (as defined in the business combination agreement) on Linde AG or Praxair, Inc. or (d) the failure to obtain approval by requisite governmental regulators and authorities described in the preceding paragraph.
To date, the Company has not conducted any material activities other than those incidental to its formation and the matters contemplated by the business combination agreement such as the incurrence of SEC registration fees and other transaction-related costs (see Note 3 - Subsidiaries). For additional information related to the business combination agreement, please refer to the registration statement.
To the extent that the Company does not have sufficient funds available to satisfy its obligations, Praxair, Inc. will finance any out of pocket expenses incurred by the Company in connection with the business combination agreement and the transactions contemplated by the business combination agreement. If the Business Combination is not completed, any expenses incurred by the Company and/or its affiliates will be shared equally by Praxair, Inc. and Linde AG, to the extent not prohibited by applicable law and as otherwise provided in the business combination agreement.
Theseconsolidated financial statements have beenwere prepared in complianceconformity with US GAAP.
The following new accounting standardsprinciples generally accepted in the United States issued byof America ("U.S. GAAP") and include the Financial Accounting Standards Board (“FASB”)accounts of all significant subsidiaries where control exists and, in limited situations, variable-interest entities where the company is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation and any significant related-party transactions have been disclosed.
Equity investments generally consist of 20% to 50% owned operations where the company exercises significant influence, but does not yethave control. Income from equity investments in corporations is reported on an after-tax basis. Pre-tax income from equity investments that are partnerships or limited-liability corporations is included in other income (expenses) – net with related taxes included in Income taxes. Equity investments are reviewed for impairment whenever events or circumstances reflect that an impairment loss may have been implemented byincurred.
Changes in ownership interest that result either in consolidation or deconsolidation of an investment are recorded at fair value through earnings, including the Company.retained ownership interest, while changes that do not result in either consolidation or deconsolidation of a subsidiary are treated as equity transactions.
Use of Estimates– The Company will evaluate, when applicable,preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the impactsreported amounts of adoptingassets and liabilities and the below standards on future periods:
Revenue Recognition - In May 2014,disclosure of contingent assets and liabilities at the FASB issued updated guidance ondate of the financial statements and the reported amounts of revenues and expenses during the reporting and disclosure of revenue. The new guidance requires the evaluation of contracts with customers to determine the recognition of revenue when or as the entity satisfies a performance obligation, and requires expanded disclosures. Subsequently, the FASB has issued amendments to certain aspects of the guidance including the effective date. This guidance is requiredperiod. While actual results could differ, management believes such estimates to be effective beginningreasonable.
Operations– Linde is the largest industrial gases company globally. The company produces, sells and distributes atmospheric, process and specialty gases to a diverse group of industries including aerospace, chemicals, food and beverage, electronics, energy, healthcare, manufacturing, and metals. Linde’s Engineering business offers its customers an extensive range of gas production and processing services including supplying plant components and services directly to customers.
Revenue Recognition– Revenue is recognized as control of goods or services are transferred to customers in an amount that reflects the first quarter 2018 and includes several transition options.
Leases - In February 2016,consideration to which the FASB issued updated guidance on the accounting and financial statement presentation of leases. The new guidance requires lessees to recognize a right-of-use asset and lease liability for all leases, except those that meet certain scope exceptions, and would require expanded quantitative and qualitative disclosures. This guidance will be effective beginning in the first quarter 2019 and requires companies to transition using a modified retrospective approach.
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 beginning in the first quarter 2020, with early adoption permitted beginning in the first quarter 2019 and requires companies to apply the change in accounting on a prospective basis.
Classification of Certain Cash Receipts and Cash Payments - In August 2016, the FASB issued updated guidance on the classification of certain cash receipts and cash payments within the statement of cash flows. The update provides accounting guidance for specific cash flow issues with the objective of reducing diversity in practice. This new guidance will be effective beginning in the first quarter 2018 on a retrospective basis, with early adoption optional.
Intra-Entity Asset Transfers - In October 2016, the FASB issued updated guidance for income tax accounting of intra-entity transfers of assets other than inventory. The update requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory in the period when the transfer occurs. This new guidance will be effective beginning in the first quarter 2018, with early adoption permitted, and should be applied on a modified retrospective basis.
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 beginning in the first quarter 2020 with early adoption permitted.
Pension Costs - In March 2017, the FASB issued updated guidance on the presentation of net periodic pension cost and net periodic postretirement benefit cost. The new guidance requires the service cost component be reported in the same line item or items as other compensation costs arising from services rendered by employees during the period. The other components of net benefit cost are requiredcompany expects to be presentedentitled to receive in the income statement separately from the service cost component and not included within operating profit. This guidance will be effective beginning in the first quarter 2018, with early adoption optional, and requires companies to transition using a retrospective approachexchange for the presentation of the service cost component and the other cost components and prospectivelygoods or services. See Note 19 for the capitalization of the service cost component.
additional details regarding Linde's revenue recognition policies. Derivatives and Hedging - In August 2017, the FASB issued updated guidance on accounting for hedging activities. The new guidance changes both the designation and measurement for qualifying hedging relationships and the presentation of hedge results. This guidance will be effective beginning in the first quarter 2019, with early adoption optional.
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income – In February 2018, the FASB issued updated guidance which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. This new guidance will be effective beginning in the first quarter 2019 on a retrospective basis, with early adoption optional.
2. Accounting Policies
Basis of Preparation
The financial statements present the consolidated results and financial position of the Company and its subsidiaries for the period from incorporation being April 18, 2017 to December 31, 2017.
Going Concern
The financial statements have been prepared on a going concern basis, taking account of the facilities available under the cash management agreement (see Note 7).
Currency
Items included in these consolidated financial statements are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The financial information is presented in U.S. Dollars ("USD"). The US Dollar/Euro exchange rate at April 18, 2017 was 0.9319 and at December 31, 2017 was 0.8330.
Consolidation and Subsidiaries
Subsidiaries are all entities over which the Company and its group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the group.
Intercompany transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.
Cash and Cash Equivalents
–Cash and cash equivalents consist of cash at banks or otherare considered to be highly liquid securities with original maturities of three months or less.
Other Receivables
Other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Other receivablesInventories– Inventories are stated at the lower of amortized cost or recoverable amount. If collectionnet realizable value. Cost is determined using the average-cost method.
Property, Plant and Equipment – Net– Property, plant and equipment are carried at cost, net of accumulated depreciation. The company capitalizes labor, applicable overhead and interest as part of the amountscost of constructing major facilities. Expenditures for additions and improvements that extend the lives or increase the capacity of plant assets are also capitalized. Depreciation is expectedcalculated on the straight-line method based on the estimated useful lives of the assets, which range from 3 years to 40 years (see Note 8). Linde uses accelerated depreciation methods for tax purposes where appropriate. Maintenance of property, plant and equipment is generally expensed as incurred.
The company performs a test for impairment whenever events or changes in circumstances indicate that the carrying amount of an individual asset or asset group may not be recoverable. Should projected undiscounted future cash flows be less than the carrying amount of the asset or asset group, an impairment charge reducing the carrying amount to fair value may be required. Fair value is determined based on the most appropriate valuation technique, including discounted cash flows.
Asset-Retirement Obligations – An asset-retirement obligation is recognized in the period in which sufficient information exists to determine the fair value of the liability with a corresponding increase to the carrying amount of the related property, plant and equipment which is then depreciated over its useful life. The liability is initially measured at fair value and then accretion expense is recorded in each subsequent period. The company’s asset-retirement obligations are primarily associated with its on-site long-term supply arrangements where the company has built a facility on land leased from the customer and is obligated to remove the facility at the end of the contract term. The company's asset-retirement obligations are not material to its consolidated financial statements.
Foreign Currency Translation– For most foreign operations, the local currency is the functional currency and translation gains and losses are reported as part of the accumulated other comprehensive income (loss) component of equity as a cumulative translation adjustment (see Note 7).
Financial Instruments– Linde enters into various derivative financial instruments to manage its exposure to fluctuating interest rates, currency exchange rates, commodity pricing and energy costs. Such instruments primarily include interest-rate swap and treasury rate lock agreements; currency-swap agreements; forward contracts; currency options; and commodity-swap agreements. These instruments are not entered into for trading purposes. Linde only uses commonly traded and non-leveraged instruments.
There are three types of derivatives the company enters into: (i) those relating to fair-value exposures, (ii) those relating to cash-flow exposures, and (iii) those relating to foreign currency net investment exposures. Fair-value exposures relate to recognized assets or liabilities, and firm commitments; cash-flow exposures relate to the variability of future cash flows associated with recognized assets or liabilities, or forecasted transactions; and net investment exposures relate to the impact of foreign currency exchange rate changes on the carrying value of net assets denominated in foreign currencies.
When a derivative is executed and hedge accounting is appropriate, it is designated as either a fair-value hedge, cash-flow hedge, or a net investment hedge. Currently, Linde designates all interest-rate and treasury rate locks as hedges for accounting purposes; however, currency contracts are generally not designated as hedges for accounting purposes unless they are related to forecasted transactions. Whether designated as hedges for accounting purposes or not, all derivatives are linked to an appropriate underlying exposure. On an ongoing basis, the company assesses the hedge effectiveness of all derivatives designated as hedges for accounting purposes to determine if they continue to be highly effective in offsetting changes in fair values or cash flows of the underlying hedged items. If it is determined that the hedge is not highly effective, then hedge accounting will be discontinued prospectively.
Changes in the fair value of derivatives designated as fair-value hedges are recognized in earnings as an offset to the change in the fair values of the underlying exposures being hedged. The changes in fair value of derivatives that are designated as cash-flow hedges are deferred in accumulated other comprehensive income (loss) and are reclassified to earnings as the underlying hedged transaction affects earnings. Provided the hedge remains highly effective, any ineffectiveness is deferred in accumulated other comprehensive income (loss) and is reclassified to earnings as the underlying hedged transaction affects earnings. Hedges of net investments in foreign subsidiaries are recognized in the cumulative translation adjustment component of accumulated other comprehensive income (loss) on the consolidated balance sheets to offset translation gains and losses associated with the hedged net investment. Derivatives that are entered into for risk-management purposes and are not designated as hedges (primarily related to currency derivatives other than for firm commitments) are recorded at their fair market values and recognized in current earnings.
See Note 12 for additional information relating to financial instruments.
Goodwill– Acquisitions are accounted for using the acquisition method which requires allocation of the purchase price to assets acquired and liabilities assumed based on estimated fair values. Any excess of the purchase price over the fair value of the assets and liabilities acquired is recorded as goodwill. Allocations of the purchase price are based on preliminary estimates and assumptions at the date of acquisition and are subject to revision based on final information received, including appraisals and other analyses which support underlying estimates.
The company performs a goodwill impairment test annually as of October 1 or more frequently if events or circumstances indicate that an impairment loss may have been incurred. The impairment test allows an entity to first assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than carrying value. If it is determined that it is more likely than not that the fair value of a reporting unit is less than carrying value then the
company will estimate and compare the fair value of its reporting units to their carrying value, including goodwill. Reporting units are determined based on one level below the operating segment level. The qualitative analysis of goodwill for the year ended December 31, 2023 showed the fair value of the reporting units substantially exceeded the carrying value, as such further analysis was not performed.
See Note 9 for additional information relating to goodwill.
Other Intangible Assets– Other intangible assets, primarily customer relationships, are amortized over the estimated period of benefit. The determination of the estimated period of benefit will be dependent upon the use and underlying characteristics of the intangible asset. Linde evaluates the recoverability of its intangible assets subject to amortization when facts and circumstances indicate that the carrying value of the asset may not be recoverable. If the carrying value is not recoverable, impairment is measured as the amount by which the carrying value exceeds its estimated fair value. Fair value is generally estimated based on either appraised value or less theyother valuation techniques. Indefinite lived intangible assets related to the Linde brand are evaluated for impairment on an annual basis or more frequently if events or circumstances indicate an impairment loss may have occurred.
See Note 10 for additional information relating to other intangible assets.
Income Taxes– Deferred income taxes are recorded for the temporary differences between the financial statement and tax bases of assets and liabilities using currently enacted tax rates. Valuation allowances are established against deferred tax assets whenever circumstances indicate that it is more likely than not that such assets will not be realized in future periods.
Under the guidance for accounting for uncertainty in income taxes, the company can recognize the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit can be recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Additionally, the company accrues interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. Interest and penalties are classified as income tax expense in the financial statements.
See Note 5 for additional information relating to income taxes.
Retirement Benefits – Most Linde employees participate in a form of defined benefit or contribution retirement plan, and additionally certain employees are eligible to participate in various post-employment health care and life insurance benefit plans. The cost of contribution plans is recognized in the year earned while the cost of other plans is recognized over the employees’ expected service period to the company, all in accordance with the applicable accounting standards. The funded status of the plans is recorded as an asset or liability in the consolidated balance sheets. Funding of retirement benefits varies and is in accordance with local laws and practices.
See Note 16 for additional information relating to retirement programs.
Share-based Compensation– The company has historically granted share-based awards which consist of stock options, restricted stock and performance-based stock. Share-based compensation expense is generally recognized on a straight-line basis over the stated vesting period. For stock awards granted to full-retirement-eligible employees, compensation expense is recognized over the period from the grant date to the date retirement eligibility is achieved. For performance-based awards, compensation expense is recognized only if it is probable that the performance condition will be achieved.
See Note 15 for additional disclosures relating to share-based compensation.
Reclassifications – Certain prior years’ amounts have been reclassified to conform to the current assets.year’s presentation.
Recently Issued Accounting Standards
Accounting Standards Implemented in 2023
There were no new accounting pronouncements implemented in 2023 that would materially impact the 2023 financial statements.
Accounting Standards to be Implemented
Improvements to Reportable Segments Disclosures - In November 2023, the FASB issued guidance requiring enhanced disclosure related to reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The
adoption of this standard will only impact disclosures within the company's consolidated financial statements and the company is evaluating the impact this guidance will have on those disclosures.
Improvements to Income Tax Disclosures - In December 2023, the FASB issued guidance requiring enhanced disclosure related to income taxes. The standard requires additional or modified disclosures related to the income tax rate reconciliation, disaggregation of income taxes paid, and several other disclosures. The new standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of this standard will only impact disclosures within the company's consolidated financial statements and the company is evaluating the impact this guidance will have on those disclosures.
NOTE 2. Acquisitions and Divestitures
Acquisitions
Acquisitions were $953 million, $110 million and $88 million for the years ended December 31, 2023, 2022 and 2021, respectively. Acquisitions in 2023 primarily related to the Americas. Acquisitions in 2022 and 2021 primarily related to the Americas and EMEA.
Acquisition of nexAir, LLC
On January 5, 2023, Linde completed the acquisition of nexAir, LLC, a gas distribution and welding supply company in the United States, in order to further expand the company’s geographic footprint into different regions. Prior to completion of the acquisition, Linde held a 23% interest in nexAir, LLC. Pursuant to a signed purchase agreement between Linde and nexAir, LLC, Linde purchased the remaining 77% ownership interest in an all cash transaction with a total purchase price of $866 million, or $811 million net of cash acquired. The fair value of Linde’s equity interest in nexAir, LLC immediately preceding the acquisition date was $183 million, which resulted in a gain on remeasurement of the company’s previously held equity interest which was not material; this gain is recorded within “Other income (expenses) – net” on the consolidated statements of income.
Final Allocation of Purchase Price
The acquisition of nexAir, LLC was accounted for as a business combination. Following the acquisition date, 100% of nexAir, LLC's results were consolidated in the Americas business segment. Linde's twelve months ended December 31, 2023 consolidated income statement includes sales of $408 million related to nexAir, LLC. Pro forma results for 2022 have not been included as the impact of the acquisition is not material to the consolidated statements of income.
The company estimated the preliminary fair value of net assets acquired based on information currently available at the time of the acquisition and has continued to adjust those estimates as additional information has become available. Measurement period adjustments totaled approximately $27 million, and related to working capital adjustments and deferred taxes. The following table summarizes the fair value of identifiable assets acquired and liabilities assumed in the acquisition of nexAir, LLC as of the acquisition date.
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| (Millions of dollars) | January 5, 2023 |
| |
| Assets: | |
| Cash and cash equivalents | $ | 55 | |
| Other current assets - net | 49 | |
| Property, plant and equipment, net | 241 | |
| Other intangible assets - net | 245 | |
| Other long-term liabilities - net | (1) | |
| Deferred taxes | (25) | |
| Total identifiable net assets | $ | 564 | |
| |
| Goodwill | $ | 485 | |
| Fair value of previously held equity interest | $ | 183 | |
| Total purchase price | $ | 866 | |
nexAir, LLC’s assets and liabilities were measured at estimated fair values at January 5, 2023. 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, and market comparables. Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates.
The fair value of the previously held equity interest was based upon a purchase price valuation (excluding debt) multiplied by the company’s previously held ownership interest adjusted by a discount for lack of marketability. The fair value of property, plant & equipment, net is based on assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use). The cost approach, adjusted for the age and condition of the property, plant and equipment, was used to estimate fair value.
Identifiable intangible assets primarily consist of customer relationships of approximately $245 million that will be amortized over their estimated useful life of 20 years. The fair value of the customer relationships intangible asset was valued using a multi-period excess earnings method, a form of the income approach, which incorporates the estimated future cash flows to be generated from nexAir, LLC's existing customer base. There were no indefinite-lived intangible assets identified in conjunction with the acquisition.
The excess of the consideration for the acquisition over the preliminary fair value of net assets acquired was recorded as goodwill. The acquisition resulted in $485 million of goodwill, the majority of which is expected to be deductible for tax purposes. The goodwill balance is primarily attributable to the assembled workforce and operating synergies expected to result from the acquisition. The goodwill recorded as a result of the acquisition was allocated to the Americas reportable segment, which represents the reportable segment anticipated to experience operating synergies as a result of the acquisition.
Divestitures
Sale of GIST business
In the third quarter of 2022, the company completed the sale of its GIST business. Proceeds from the sale were $184 million, net of cash divested of $75 million, for net proceeds of $109 million. The sale resulted in a loss of $21 million (benefit of $3 million, after tax), recorded within the other charges in the consolidated statement of income (see Note 3).
NOTE 3. Other Charges
2023 Charges
Other charges were $40 million for the year ended December 31, 2023. Costs primarily related to severance in the Engineering segment and expenses incurred due to the intercompany reorganization for the year ended December 31, 2023. Other charges for 2023 included an income tax benefit of $81 million primarily comprised of a benefit of $124 million related to the resolution of an income tax audit, partially offset by an accrual of $85 million for the potential settlement of an international income tax matter, both recorded in the first quarter.
2022 Charges
Other Provisionscharges were $1 billion ($896 million, after tax and noncontrolling interests) for the year ended December 31, 2022, largely attributable to the Russia-Ukraine conflict.
Russia-Ukraine Conflict
In response to the Russian invasion of Ukraine, multiple jurisdictions, including Europe and the U.S., have imposed several tranches of economic sanctions on Russia. As a result, Linde reassessed its ability to control its Russian subsidiaries and determined that as of June 30, 2022 it can no longer exercise control over these entities. As such, Linde deconsolidated its Russian gas and engineering business entities as of June 30, 2022. The deconsolidation of the company's Russian gas and engineering business entities resulted in a loss of $787 million ($730 million after tax).
The Companyfair value of Linde’s Russian subsidiaries was determined using a probability weighted discounted cash flow model, which resulted in the recognition of a $407 million loss on deconsolidation when compared to the carrying value of the entities. This loss is recorded within Other charges in the consolidated statements of income.
Upon deconsolidation an investment was recorded, which represents the fair value of net assets. The company did not receive any consideration, cash or otherwise, as part of the deconsolidation. Linde will maintain its interest in its Russian subsidiaries and will continue to comply with sanctions and government restrictions. The investment will be monitored for impairment in future periods.
Receivables, primarily loans receivable, with newly deconsolidated entities were reassessed for collectability resulting in a write-off of approximately $380 million.
Other Russia related charges
Other charges related specifically to the Russia-Ukraine conflict were $103 million ($73 million after tax) for the year ended December 31, 2022, and are primarily comprised of impairments of assets which are maintained by international entities in support of the Russian business.
Merger-Related Costs and Other Charges
Merger-related costs and other charges were $139 million ($93 million, after tax) for the year ended December 31, 2022, primarily related to severance actions within the Engineering segment recorded during the fourth quarter, the impairment of an equity method investment in the EMEA segment, and the sale of the GIST business completed on September 30, 2022 (see Note 2).
The following table provides a summary of the pre-tax charges by reportable segment for the year ended December 31, 2022:
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| Year Ended December 31, 2022 |
| (millions of dollars) | Russia deconsolidation charges | | Other Russia related charges | | Total Russia charges | | Merger-related costs and other charges | | Total |
| Americas | $ | — | | | $ | — | | | $ | — | | | $ | 4 | | | $ | 4 | |
| EMEA | 733 | | | (7) | | | 726 | | | 25 | | | 751 | |
| APAC | — | | | — | | | — | | | 28 | | | 28 | |
| Engineering | 54 | | | 110 | | | 164 | | | 41 | | | 205 | |
| Other | — | | | — | | | — | | | 41 | | | 41 | |
| Total | $ | 787 | | | $ | 103 | | | $ | 890 | | | $ | 139 | | | $ | 1,029 | |
2021 Charges
Other charges were $273 million ($279 million after tax) for the year ended December 31, 2021.
Total cost reduction program related charges were $338 million ($253 million after tax), for the year ended December 31, 2021. These expenses consisted primarily of severance charges of $259 million and other charges of $79 million for the year ended December 31, 2021. Other charges related primarily to the execution of the company's synergistic actions including location consolidations and business rationalization projects, process harmonization, and associated non-recurring costs.
Merger-related and other charges were benefits of $65 million (benefit of $26 million, after tax) for the year ended December 31, 2021. The 2021 pre-tax benefit was primarily due to a $52 million gain triggered by a joint venture deconsolidation in the APAC segment.
The following table provides a summary of the pre-tax charges by reportable segment for the year ended December 31, 2021:
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| Year Ended December 31, 2021 |
| (millions of dollars) | Severance costs | | Other cost reduction charges | | Total cost reduction program related charges | | Merger related and other charges | | Total |
| Americas | $ | 4 | | | $ | 2 | | | $ | 6 | | | $ | (6) | | | $ | — | |
| EMEA | 204 | | | 33 | | | 237 | | | 1 | | | 238 | |
| APAC | 16 | | | 12 | | | 28 | | | (50) | | | (22) | |
| Engineering | 20 | | | 6 | | | 26 | | | — | | | 26 | |
| Other | 15 | | | 26 | | | 41 | | | (10) | | | 31 | |
| Total | $ | 259 | | | $ | 79 | | | $ | 338 | | | $ | (65) | | | $ | 273 | |
Cash Requirements
The total cash requirements of the other charges incurred for the year ended December 31, 2023 are expected to be immaterial. Remaining cash requirements are expected to be paid primarily through 2024. Other charges, net of payments in the consolidated statements of cash flows for the twelve months ended December 31, 2023 and 2022 also reflect the impact of cash payments of liabilities, including merger-related tax liabilities, accrued as of December 31, 2022 and 2021, respectively.
The following table summarizes the activities related to the company's cost reduction programs and other charges during 2022 and 2023:
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| (millions of dollars) | Total Russia charges | | | Severance costs | | Other cost reduction charges | | Total cost reduction program related charges | | Merger related and other charges | | Total |
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| Balance, December 31, 2021 | $ | — | | | | $ | 384 | | | $ | 38 | | | $ | 422 | | | $ | 31 | | | $ | 453 | |
| 2022 Russia-Ukraine conflict and other charges | 890 | | | | 41 | | | 24 | | | 65 | | | 74 | | | 1,029 | |
| Less: Cash payments | — | | | | (122) | | | (24) | | | (146) | | | 19 | | | (127) | |
| Less: Non-cash charges | (890) | | | | — | | | (7) | | | (7) | | | (109) | | | (1,006) | |
| Foreign currency translation and other | — | | | | (22) | | | (4) | | | (26) | | | (3) | | | (29) | |
| Balance, December 31, 2022 | $ | — | | | | $ | 281 | | | $ | 27 | | | $ | 308 | | | $ | 12 | | | $ | 320 | |
| 2023 Other Charges | — | | | | 26 | | | — | | | 26 | | | 14 | | | 40 | |
| Less: Cash payments | — | | | | (134) | | | (1) | | | (135) | | | (23) | | | (158) | |
| Less: Non-cash charges | — | | | | — | | | — | | | — | | | 12 | | | 12 | |
| Foreign currency translation and other | — | | | | (1) | | | — | | | (1) | | | 1 | | | — | |
| Balance, December 31, 2023 | $ | — | | | | $ | 172 | | | $ | 26 | | | $ | 198 | | | $ | 16 | | | $ | 214 | |
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Classification in the consolidated financial statements
The pre-tax charges for each year are shown within operating profit in a separate line item on the consolidated statements of income. In the consolidated balance sheets, reductions in assets are recorded against the carrying value of the related assets and unpaid amounts are recorded as other current or long-term liabilities (see Note 7). On the consolidated statements of cash flows, the pre-tax impact of these charges, net of cash payments, is shown as an adjustment to reconcile net income to net cash provided by operating activities. In Note 18 Segment Information, Linde excluded these charges from its management definition of segment operating profit; a reconciliation of segment operating profit to consolidated operating profit is shown within the segment operating profit table.
NOTE 4. 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. Linde determines whether a contract is or contains a lease at contract inception. Total lease and rental expenses related to operating lease right of use assets for the twelve months ended December 31, 2023 and 2022 was $284 million. Operating lease 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 twelve months ended December 31, 2023 and 2022 were $58 million and $57 million, respectively, and the costs are included in depreciation and amortization and interest. Related assets and obligations are included in other long-term assets and other current liabilities and other long-term liabilities, 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 used for operating leases for the twelve months ended December 31, 2023 and 2022 were $249 million and $254 million, respectively. Cash flows used for finance leases for the same period were immaterial.
Supplemental balance sheet information related to leases is as follows:
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| (Millions of dollars) | | December 31, 2023 | December 31, 2022 |
| Operating Leases | | | |
| Operating lease right-of-use assets | | $ | 759 | | $ | 726 | |
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| Other current liabilities | | 177 | | 181 | |
| Other long-term liabilities | | 572 | | 540 | |
| Total operating lease liabilities | | 749 | | 721 | |
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| Finance Leases | | | |
| Finance lease right-of-use assets | | 179 | | 146 | |
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| Other current liabilities | | 50 | | 42 | |
| Other long-term liabilities | | 143 | | 114 | |
| Total finance lease liabilities | | $ | 193 | | $ | 156 | |
Supplemental operating lease information:
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| | December 31, 2023 | December 31, 2022 |
| Weighted average lease term (years) | | 8 | 8 |
| Weighted average discount rate | | 4.19 | % | 3.26 | % |
Future operating and finance lease payments as of December 31, 2023 are as follows (millions of dollars):
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| Period | | Operating Leases | | Financing Leases |
| 2024 | | $ | 209 | | | $ | 58 | |
| 2025 | | 157 | | | 50 | |
| 2026 | | 121 | | | 40 | |
| 2027 | | 88 | | | 29 | |
| 2028 | | 60 | | | 16 | |
| Thereafter | | 268 | | | 55 | |
| Total future undiscounted lease payments | | 903 | | | 248 | |
| Less imputed interest | | (154) | | | (55) | |
| Total reported lease liability | | $ | 749 | | | $ | 193 | |
NOTE 5. INCOME TAXES
Pre-tax income applicable to U.S. and non-U.S. operations is as follows:
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(Millions of dollars) Year Ended December 31, | 2023 | | 2022 | | 2021 |
| United States | $ | 2,859 | | | $ | 2,502 | | | $ | 2,020 | |
| Non-U.S. | 5,129 | | | 3,041 | | | 3,079 | |
| Total income before income taxes | $ | 7,988 | | | $ | 5,543 | | | $ | 5,099 | |
Provision for Income Taxes
The following is an analysis of the provision for income taxes:
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(Millions of dollars) Year Ended December 31, | 2023 | | 2022 | | 2021 |
| Current tax expense (benefit) | | | | | |
| U.S. federal | $ | 291 | | | $ | 486 | | | $ | 287 | |
| State and local | 116 | | | 92 | | | 87 | |
| Non-U.S. | 1,491 | | | 1,239 | | | 1,142 | |
| 1,898 | | | 1,817 | | | 1,516 | |
| Deferred tax expense (benefit) | | | | | |
| U.S. federal | 57 | | | (12) | | | 63 | |
| State and local | 5 | | | 7 | | | 8 | |
| Non-U.S. | (146) | | | (378) | | | (325) | |
| (84) | | | (383) | | | (254) | |
| Total income taxes | $ | 1,814 | | | $ | 1,434 | | | $ | 1,262 | |
Effective Tax Rate Reconciliation
For purposes of the effective tax rate reconciliation, the company utilizes the U.S. statutory income tax rate of 21%. An analysis of the difference between the provision for income taxes and the amount computed by applying the U.S. statutory income tax rate to pre-tax income follows:
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(Dollar amounts in millions) Year Ended December 31, | 2023 | | 2022 | | 2021 |
| U.S. statutory income tax | $ | 1,677 | | | 21.0 | % | | $ | 1,164 | | | 21.0 | % | | $ | 1,071 | | | 21.0 | % |
| State and local taxes – net of federal benefit | 105 | | | 1.3 | % | | 84 | | | 1.5 | % | | 83 | | | 1.6 | % |
| Tax on Non-U.S. activities (a) | 169 | | | 2.1 | % | | 176 | | | 3.2 | % | | 219 | | | 4.3 | % |
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| Share-Based compensation | (66) | | | (0.8) | % | | (41) | | | (0.7) | % | | (56) | | | (1.1) | % |
| Russia/Ukraine Charges | — | | | — | % | | 108 | | | 1.9 | % | | — | | | — | % |
| Other (b) | (71) | | | (0.9) | % | | (57) | | | (1.0) | % | | (55) | | | (1.1) | % |
| Provision for income taxes | $ | 1,814 | | | 22.7 | % | | $ | 1,434 | | | 25.9 | % | | $ | 1,262 | | | 24.7 | % |
________________________
(a)Primarily related to differences between the U.S. tax rate and the statutory tax rate in the countries in which the company operates. It also includes the U.S. tax impact of the non-U.S. activities and other non-U.S. permanent items and tax rate changes. Excluding 2021, which included an $83 million deferred income tax charge related to a tax rate increase in the U.K., these other items were not material.
(b)Includes net tax benefits related to tax audit settlements of $54 million in 2023, of $71 million in 2022, and $47 million in 2021.
Net Deferred Tax Liabilities
Net deferred tax liabilities included in the consolidated balance sheets are comprised of the following:
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(Millions of dollars) December 31, | 2023 | | 2022 |
| Deferred tax liabilities | | | |
| Fixed assets | $ | 2,686 | | | $ | 2,775 | |
| Goodwill | 215 | | | 173 | |
| Other intangible assets | 2,872 | | | 2,939 | |
| Subsidiary/equity investments | 586 | | | 545 | |
| Other (a) | 456 | | | 471 | |
| $ | 6,815 | | | $ | 6,903 | |
| Deferred tax assets | | | |
| Carryforwards | $ | 285 | | | $ | 289 | |
| Benefit plans and related (b)(c) | 243 | | | 165 | |
| Inventory | 82 | | | 68 | |
| Accruals and other (d) | 858 | | | 1,001 | |
| $ | 1,468 | | | $ | 1,523 | |
| Less: Valuation allowances (e) | (176) | | | (276) | |
| $ | 1,292 | | | $ | 1,247 | |
| Net deferred tax liabilities | $ | 5,523 | | | $ | 5,656 | |
| Recorded in the consolidated balance sheets as (Note 7): | | | |
| Other long-term assets | 226 | | | 230 | |
| Deferred credits | 5,749 | | | 5,886 | |
| $ | 5,523 | | | $ | 5,656 | |
________________________
(a)Includes $221 million in 2023 and $206 million in 2022 related to right-of-use lease assets.
(b)Includes deferred tax asset of $60 million and deferred tax liability of $54 million in 2023 and 2022, respectively, related to pension / OPEB funded status (see Notes 7 and 16).
(c)The amounts are net of non-US deferred tax liabilities of $187 million in 2023 and $315 million in 2022.
(d)Includes $228 million in 2023 and $212 million in 2022 related to lease liabilities.
(e)Summary of changes in valuation allowances relating to deferred tax assets follows (millions of dollars):
| | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | 2021 |
| Balance, January 1, | $ | (276) | | | $ | (235) | | | $ | (243) | |
| Income tax (charge) benefit | 65 | | | (44) | | | 8 | |
| Other, including write-offs | 34 | | | — | | | — | |
| Translation adjustments | 1 | | | 3 | | | — | |
| Balance, December 31, | $ | (176) | | | $ | (276) | | | $ | (235) | |
The company evaluates deferred tax assets quarterly to ensure that estimated future taxable income will be sufficient in character (e.g., capital gain versus ordinary income treatment), amount and timing to result in their recovery. After considering the positive and negative evidence, a valuation allowance is established to reduce the assets to their realizable value when management determines that it is more likely than not (i.e., greater than 50% likelihood) that a deferred tax asset will not be realized. Considerable judgment is required in establishing deferred tax valuation allowances.
As of December 31, 2023, the company had $285 million of deferred tax assets relating to net operating losses (“NOLs”) and tax credits and $176 million of valuation allowances. These deferred tax assets include $235 million relating to NOLs of which $82 million expire within 5 years, $24 million expire after 5 years and $129 million have no expiration. The deferred tax assets also include $50 million related to credits of which $3 million expire within 5 years, $40 million expire after 5 years, and $7 million have no expiration. The valuation allowances of $176 million primarily relate to NOLs. Management has determined, based on financial projections and available tax strategies, that it is unlikely that the benefit of these losses will be realized. If events or circumstances change, valuation allowances are adjusted at that time resulting in an income tax benefit or charge.
The company has $586 million of non-U.S income and withholding taxes accrued related to its investment in non-U.S. subsidiaries and equity investments. A provision has not been made for any additional non-U.S. income or withholding taxes at December 31, 2023 on approximately $4 billion of unremitted non-U.S. earnings on which the company intends to remain indefinitely reinvested or on other outside basis differences in its investments unrelated to unremitted earnings. A determination of these deferred taxes related to these amounts is not practicable.
Uncertain Tax Positions
Unrecognized income tax benefits represent income tax positions taken on income tax returns but not yet recognized in the consolidated financial statements. The company has unrecognized income tax benefits totaling $304 million, $325 million and $387 million as of December 31, 2023, 2022 and 2021, respectively. If recognized, the majority of the unrecognized tax benefits and related interest and penalties would be recorded as a benefit to income tax expense on the consolidated statements of income.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
| | | | | | | | | | | | | | | | | |
| (Millions of dollars) | 2023 | | 2022 | | 2021 |
| Unrecognized income tax benefits, January 1 | $ | 325 | | | $ | 387 | | | $ | 452 | |
| Additions for tax positions of prior years | 108 | | | 26 | | | 11 | |
| Reductions for tax positions of prior years (a) | (121) | | | (45) | | | (11) | |
| Additions for current year tax positions | — | | | — | | | 19 | |
| Reductions for settlements with taxing authorities (a)(b) | (1) | | | (23) | | | (60) | |
| Other (c) | (7) | | | (20) | | | (24) | |
| Unrecognized income tax benefits, December 31 | $ | 304 | | | $ | 325 | | | $ | 387 | |
________________________
(a)2023 and 2022 amounts are primarily related to the settlement of tax audits.
(b)Settlements are uncertain tax positions that were effectively settled with the taxing authorities, including positions where the company has agreed to amend its tax returns to eliminate the uncertainty.
(c)Other includes reductions for statute of limitation lapses and foreign currency translation.
The company classifies interest income and expense related to income taxes as tax expense in the consolidated statements of income. The company recognized net interest benefit of $17 million and $3 million and expense of $15 million for the years ended December 31, 2023, 2022 and 2021, respectively. The company had $14 million and $35 million of accrued interest and penalties as of December 31, 2023 and 2022, respectively, which were recorded in other long-term liabilities in the consolidated balance sheets (See Note 7).
As of December 31, 2023, the company remained subject to examination in the following major tax jurisdictions for the tax years as indicated below:
| | | | | |
| |
| Major tax jurisdictions | Open Years |
| North and South America | |
| United States | 2020 through 2023 |
| Canada | 2014 through 2023 |
| Mexico | 2014 through 2023 |
| Brazil | 2008 through 2023 |
| |
| Europe and Africa | |
| France | 2019 through 2023 |
| Germany | 2018 through 2023 |
| Spain | 2010 through 2023 |
| United Kingdom | 2021 through 2023 |
| |
| Asia and Australia | |
| Australia | 2019 through 2023 |
| China | 2018 through 2023 |
| India | 2006 through 2023 |
| South Korea | 2020 through 2023 |
The company is currently under audit in a number of jurisdictions. As a result, it is reasonably possible that some of these matters will conclude or reach the stage where a change in unrecognized income tax benefits may occur within the next twelve months. At the time new information becomes available, the company will record any adjustment to income tax expense as required. Final determinations, if any, are not expected to be material to the consolidated financial statements. The company is also subject to income taxes in many hundreds of state and local taxing jurisdictions that are open to tax examinations.
NOTE 6. EARNINGS PER SHARE – LINDE PLC SHAREHOLDERS
Basic and Diluted earnings per share - Linde plc shareholders is computed by dividing Income from continuing operations, Income from discontinued operations, net of tax, and Net income – Linde plc for the period by the weighted average number of either basic or diluted shares outstanding, as follows:
| | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | 2021 |
| Numerator (Millions of dollars) | | | | | |
| Income from continuing operations | $ | 6,199 | | | $ | 4,147 | | | $ | 3,821 | |
| Income from discontinued operations, net of tax | — | | | — | | | 5 | |
| Net Income – Linde plc | $ | 6,199 | | | $ | 4,147 | | | $ | 3,826 | |
| Denominator (Thousands of shares) | | | | | |
| Weighted average shares outstanding | 487,656 | | | 499,254 | | | 516,507 | |
| Shares earned and issuable under compensation plans | 535 | | | 482 | | | 389 | |
| Weighted average shares used in basic earnings per share | 488,191 | | | 499,736 | | | 516,896 | |
| Effect of dilutive securities | | | | | |
| Stock options and awards | 4,099 | | | 4,302 | | | 4,979 | |
| Weighted average shares used in diluted earnings per share | 492,290 | | | 504,038 | | | 521,875 | |
| Basic earnings per share from continuing operations | $ | 12.70 | | | $ | 8.30 | | | $ | 7.39 | |
| Basic earnings per share from discontinued operations | — | | | — | | | 0.01 | |
| Basic Earnings Per Share | $ | 12.70 | | | $ | 8.30 | | | $ | 7.40 | |
| Diluted earnings per share from continuing operations | $ | 12.59 | | | $ | 8.23 | | | $ | 7.32 | |
| Diluted earnings per share from discontinued operations | — | | | — | | | 0.01 | |
| Diluted Earnings Per Share | $ | 12.59 | | | $ | 8.23 | | | $ | 7.33 | |
There were no antidilutive shares for the years ended December 31, 2023, 2022 and 2021.
NOTE 7. SUPPLEMENTAL INFORMATION
Income Statement
| | | | | | | | | | | | | | | | | |
(Millions of dollars) Year Ended December 31, | 2023 | | 2022 | | 2021 |
| Selling, General and Administrative | | | | | |
| Selling | $ | 1,330 | | | $ | 1,295 | | | $ | 1,342 | |
| General and administrative | 1,965 | | | 1,812 | | | 1,847 | |
| $ | 3,295 | | | $ | 3,107 | | | $ | 3,189 | |
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, | 2023 | | 2022 | | 2021 |
| Depreciation and Amortization (a) | | | | | |
| Depreciation | $ | 3,266 | | | $ | 3,633 | | | $ | 3,912 | |
| Amortization of intangibles (Note 10) | 550 | | | 571 | | | 723 | |
| Depreciation and Amortization | $ | 3,816 | | | $ | 4,204 | | | $ | 4,635 | |
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, | 2023 | | 2022 | | 2021 |
| Other Income (Expenses) – Net | | | | | |
| Currency related net gains (losses) | $ | (47) | | | $ | (18) | | | $ | (29) | |
| Partnership income | 2 | | | 18 | | | 13 | |
| | | | | |
| Severance expense | (12) | | | (13) | | | (5) | |
| Asset divestiture gains (losses) – net | 6 | | | (9) | | | (31) | |
| Other – net gains (losses) | 10 | | | (40) | | | 26 | |
| $ | (41) | | | $ | (62) | | | $ | (26) | |
| | | | | | | | | | | | | | | | | |
Year Ended December 31, | 2023 | | 2022 | | 2021 |
| Interest Expense – Net | | | | | |
| Interest incurred on debt and other | $ | 480 | | | $ | 277 | | | $ | 227 | |
| Interest income | (197) | | | (117) | | | (40) | |
| Amortization on acquired debt | (16) | | | (35) | | | (53) | |
| Interest capitalized | (67) | | | (62) | | | (57) | |
| $ | 200 | | | $ | 63 | | | $ | 77 | |
Balance Sheet
| | | | | | | | | | | |
(Millions of dollars) December 31, | 2023 | | 2022 |
| Accounts Receivable | | | |
| | | |
| | | |
| Trade and Other receivables | $ | 5,175 | | | $ | 4,964 | |
| Less: allowance for expected credit losses | (457) | | | (405) | |
| $ | 4,718 | | | $ | 4,559 | |
Receivables
Linde applies loss rates that are lifetime expected credit losses at initial recognition of the receivables. These expected loss rates are based on an analysis of the actual historical default rates for each business, taking regional circumstances into account. If necessary, these historical default rates are adjusted to reflect the impact of current changes in the macroeconomic environment using forward-looking information. The loss rates are also evaluated based on the expectations of the responsible management team regarding the collectability of the receivables. Gross trade receivables aged less than one year were $4,667 million and $4,498 million at December 31, 2023 and December 31, 2022, respectively, and gross receivables aged greater than one year were $354 million and $321 million at December 31, 2023 and December 31, 2022, respectively. Gross other receivables were $154 million and $145 million at December 31, 2023 and December 31, 2022, respectively. Receivables aged greater than one year are generally fully reserved unless specific circumstances warrant exceptions, such as those backed by federal governments.
Provisions for expected credit losses were $175 million, $163 million and $129 million for the twelve months ended December 31, 2023, 2022 and 2021, respectively. The allowance activity in the twelve months ended December 31, 2023 related to write-offs of uncollectible amounts, net of recoveries and currency movements is not material.
| | | | | | | | | | | | | |
December 31, | | | 2023 | | 2022 |
| Inventories | | | | | |
| Raw materials and supplies | | | $ | 614 | | | $ | 567 | |
| Work in process | | | 390 | | | 368 | |
| Finished goods | | | 1,111 | | | 1,043 | |
| | | $ | 2,115 | | | $ | 1,978 | |
| | | | | | | | | | | |
| December 31, | 2023 | | 2022 |
| Prepaid and Other Current Assets | | | |
| | | |
| Prepaid and other deferred charges (b) | $ | 583 | | | $ | 597 | |
| VAT recoverable | 178 | | | 225 | |
| Unrealized gains on derivatives (Note 12) | 73 | | | 24 | |
| Other | 93 | | | 104 | |
| $ | 927 | | | $ | 950 | |
| | | | | | | | | | | |
| December 31, | 2023 | | 2022 |
| Other Long-term Assets | | | |
| Pension assets (Note 16) | $ | 380 | | | $ | 661 | |
| Insurance contracts (c) | 38 | | | 39 | |
| Long-term receivables, net (d) | 163 | | | 164 | |
| Lease assets (Note 4) | 938 | | | 872 | |
| Deposits | 76 | | | 52 | |
| Investments carried at cost (e) | 187 | | | 184 | |
| Deferred charges | 60 | | | 66 | |
| Deferred income taxes (Note 5) | 226 | | | 230 | |
| Unrealized gains on derivatives (Note 12) | 8 | | | 4 | |
| Other | 223 | | | 204 | |
| $ | 2,299 | | | $ | 2,476 | |
| | | | | | | | | | | |
| December 31, | 2023 | | 2022 |
| Other Current Liabilities | | | |
| Accrued expenses | $ | 1,494 | | | $ | 1,533 | |
| Payroll | 678 | | | 614 | |
| VAT payable | 253 | | | 259 | |
| Pension and postretirement (Note 16) | 31 | | | 51 | |
| Interest payable | 129 | | | 118 | |
| Lease liability (Note 4) | 227 | | | 223 | |
| Insurance reserves | 21 | | | 19 | |
| Unrealized losses on derivatives (Note 12) | 41 | | | 23 | |
| | | |
| Cost reduction programs and other charges (Note 3) | 146 | | | 187 | |
| Other | 1,136 | | | 1,055 | |
| $ | 4,156 | | | $ | 4,082 | |
| | | | | | | | | | | |
| December 31, | 2023 | | 2022 |
| Other Long-term Liabilities | | | |
| Pension and postretirement (Note 16) | $ | 693 | | | $ | 640 | |
| Tax liabilities for uncertain tax positions (Note 5) | 216 | | | 248 | |
| Tax Act liabilities (f) | 80 | | | 139 | |
| | | |
| Lease liability (Note 4) | 715 | | | 654 | |
| Interest and penalties for uncertain tax positions (Note 5) | 14 | | | 35 | |
| Insurance reserves | 54 | | | 52 | |
| Asset retirement obligation | 305 | | | 305 | |
| Unrealized losses on derivatives (Note 12) | 6 | | | 73 | |
| Cost reduction programs and other charges (Note 3) | 68 | | | 133 | |
| Contingent liabilities (Note 17) | 1,148 | | | 29 | |
| Other | 505 | | | 487 | |
| $ | 3,804 | | | $ | 2,795 | |
| | | | | | | | | | | |
| December 31, | 2023 | | 2022 |
| Deferred Credits | | | |
| Deferred income taxes (Note 5) | $ | 5,749 | | | $ | 5,886 | |
| Contract liabilities (Note 19) | 1,049 | | | 913 | |
| $ | 6,798 | | | $ | 6,799 | |
| | | | | | | | | | | |
| December 31, | 2023 | | 2022 |
| Accumulated Other Comprehensive Income (Loss) | | | |
| Cumulative translation adjustment - net of taxes: | | | |
| Americas (g) | $ | (3,618) | | | $ | (3,942) | |
| EMEA (g) | (737) | | | (1,249) | |
| APAC (g) | (1,037) | | | (835) | |
| Engineering | (93) | | | (241) | |
| Other | 113 | | | 483 | |
| (5,372) | | | (5,784) | |
| Derivatives – net of taxes | 7 | | | 62 | |
| | | |
| | | |
| Pension/OPEB funded status obligation (net of $60 million tax benefit in 2023 and $(54) million tax obligation in 2022) (Note 16) | (440) | | | (60) | |
| $ | (5,805) | | | $ | (5,782) | |
(a)Depreciation and amortization expense in 2023 include $529 million and $462 million, respectively, of Linde AG purchase accounting impacts. In 2022, depreciation and amortization expense include $1,006 million and $474 million, respectively, of Linde AG purchase accounting impacts.
(b) Includes estimated income tax payments of $173 million in 2023 and $164 million in 2022.
(c) Consists primarily of insurance contracts and other investments to be utilized for non-qualified pension and OPEB obligations.
(d) The balances at December 31, 2023 and 2022 are net of reserves of $42 million and $36 million, respectively. The amounts relate primarily to long-term notes receivable from customers in APAC, government receivables in Brazil and receivables from the sale of GIST.
(e) Includes investments from the deconsolidation of Russian subsidiaries.
(f) Represents tax payable related to the deemed repatriation tax pursuant to the U.S. Tax Cuts and Jobs Act of 2018. The company is required to fund the balance in annual installments through 2025.
(g) Americas consists of currency translation adjustments primarily in Canada, Mexico, and Brazil. EMEA relates primarily to Germany, the U.K., the Netherlands, Hungary, Norway and Sweden. APAC relates primarily to China, South Korea, India and Australia.
NOTE 8. PROPERTY, PLANT AND EQUIPMENT – NET
Significant classes of property, plant and equipment are as follows:
| | | | | | | | | | | | | | | | | | | | |
(Millions of dollars) December 31, | | Depreciable Lives (Yrs) | | 2023 | | 2022 |
| Production plants (primarily 15-year life) (a) | | 10-20 | | $ | 33,071 | | | $ | 30,554 | |
| Storage tanks | | 15-20 | | 5,445 | | | 4,807 | |
| Transportation equipment and other | | 3-15 | | 4,050 | | | 3,434 | |
| Cylinders | | 10-30 | | 4,993 | | | 4,604 | |
| Buildings | | 25-40 | | 3,275 | | | 3,002 | |
| Land and improvements (b) | | 0-20 | | 1,087 | | | 1,047 | |
| Construction in progress | | | | 3,404 | | | 3,239 | |
| | | | 55,325 | | | 50,687 | |
| Less: accumulated depreciation | | | | (30,773) | | | (27,139) | |
| | | | $ | 24,552 | | | $ | 23,548 | |
(a) Depreciable lives of production plants related to long-term customer supply contracts are generally consistent with the contract lives.
(b) Land is not depreciated.
NOTE 9. GOODWILL
Changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Millions of dollars) | Americas | | EMEA | | APAC | | Engineering | | Other | | Total |
| Balance, December 31, 2021 | $ | 9,087 | | | $ | 10,278 | | | $ | 4,854 | | | $ | 2,496 | | | $ | 323 | | | $ | 27,038 | |
| Acquisitions | 44 | | | 28 | | | — | | | — | | | — | | | 72 | |
| Foreign currency translation and other | 5 | | | (773) | | | (304) | | | (146) | | | (13) | | | (1,231) | |
| Disposals (Note 2 & Note 3) | — | | | (41) | | | — | | | (1) | | | (20) | | | (62) | |
| Balance, December 31, 2022 | 9,136 | | | 9,492 | | | 4,550 | | | 2,349 | | | 290 | | | 25,817 | |
| Acquisitions (Note 2) | 550 | | | — | | | 3 | | | — | | | — | | | 553 | |
| Foreign currency translation and other | 17 | | | 347 | | | (54) | | | 73 | | | 3 | | | 386 | |
| Disposals | — | | | (5) | | | — | | | — | | | — | | | (5) | |
| Balance, December 31, 2023 | $ | 9,703 | | | $ | 9,834 | | | $ | 4,499 | | | $ | 2,422 | | | $ | 293 | | | $ | 26,751 | |
Linde performs its goodwill impairment tests annually as of October 1 or more frequently if events or circumstances indicate that an impairment loss may have been incurred. For the fourth quarter 2023 test, the company applied the FASB's accounting guidance which allows the company to first assess qualitative factors to determine the extent of additional quantitative analysis, if any, that may be required to test goodwill for impairment. Based on the qualitative assessments performed, the company concluded that it was more likely than not that the fair value of each reporting unit substantially exceeded its carrying value and therefore, further quantitative analysis was not required. As a result, no impairment was recorded. There were no indicators of impairment since the annual goodwill impairment test was performed through December 31, 2023.
NOTE 10. OTHER INTANGIBLE ASSETS
The following is a summary of Linde’s other intangible assets at December 31, 2023 and 2022:
| | | | | | | | | | | | | | | | | | | | | | | |
| (Millions of dollars) For the year ended December 31, 2023 | Customer Relationships | | Brands/Tradenames | | Other Intangible Assets | | Total |
| Cost: | | | | | | | |
| Balance, December 31, 2022 | $ | 11,062 | | | $ | 2,565 | | | $ | 1,697 | | | $ | 15,324 | |
| Additions | 258 | | | 6 | | | 50 | | | 314 | |
| Foreign currency translation | 185 | | | 38 | | | 41 | | | 264 | |
| Disposals | (3) | | | — | | | (20) | | | (23) | |
| Other * | (23) | | | — | | | 145 | | | 122 | |
| Balance, December 31, 2023 | 11,479 | | | 2,609 | | | 1,913 | | | 16,001 | |
| Less: accumulated amortization: | | | | | | | |
| Balance, December 31, 2022 | (1,841) | | | (196) | | | (867) | | | (2,904) | |
| Amortization expense (Note 7) | (423) | | | (36) | | | (91) | | | (550) | |
| Foreign currency translation | (36) | | | (1) | | | (24) | | | (61) | |
| Disposals | — | | | — | | | 21 | | | 21 | |
| Other * | 30 | | | — | | | (138) | | | (108) | |
| Balance, December 31, 2023 | (2,270) | | | (233) | | | (1,099) | | | (3,602) | |
| Net balance at December 31, 2023 | $ | 9,209 | | | $ | 2,376 | | | $ | 814 | | | $ | 12,399 | |
| | | | | | | |
| (Millions of dollars) For the year ended December 31, 2022 | Customer Relationships | | Brands/Tradenames | | Other Intangible Assets | | Total |
| Cost: | | | | | | | |
| Balance, December 31, 2021 | $ | 11,859 | | | $ | 2,685 | | | $ | 1,629 | | | $ | 16,173 | |
| Additions | 19 | | | — | | | 53 | | | 72 | |
| Foreign currency translation | (660) | | | (120) | | | (56) | | | (836) | |
| Disposals (Note 2) | (140) | | | — | | | (45) | | | (185) | |
| Other * | (16) | | | — | | | 116 | | | 100 | |
| Balance, December 31, 2022 | 11,062 | | | 2,565 | | | 1,697 | | | 15,324 | |
| Less: accumulated amortization: | | | | | | | |
| Balance, December 31, 2021 | (1,541) | | | (159) | | | (671) | | | (2,371) | |
| Amortization expense (Note 7) | (419) | | | (42) | | | (110) | | | (571) | |
| Foreign currency translation | 80 | | | 5 | | | 13 | | | 98 | |
| Disposals (Note 2) | 34 | | | — | | | 16 | | | 50 | |
| Other * | 5 | | | — | | | (115) | | | (110) | |
| Balance, December 31, 2022 | (1,841) | | | (196) | | | (867) | | | (2,904) | |
| Net balance at December 31, 2022 | $ | 9,221 | | | $ | 2,369 | | | $ | 830 | | | $ | 12,420 | |
*Other primarily relates to the write-off of fully amortized assets and reclassifications.
There are no expected residual values related to these intangible assets. Amortization expense for the years ended December 31, 2023, 2022 and 2021 was $550 million, $571 million and $723 million, respectively. The remaining weighted-average amortization period for intangible assets is approximately 24 years.
Total estimated annual amortization expense related to finite-lived intangibles is as follows:
| | | | | |
| (Millions of dollars) | |
| 2024 | $ | 578 | |
| 2025 | 528 | |
| 2026 | 516 | |
| 2027 | 505 | |
| 2028 | 492 | |
| Thereafter | 8,035 | |
| Total amortization related to finite-lived intangible assets | 10,654 | |
| Indefinite-lived intangible assets at December 31, 2023 | 1,745 | |
| Net intangible assets at December 31, 2023 | $ | 12,399 | |
NOTE 11. DEBT
The following is a summary of Linde’s outstanding debt at December 31, 2023 and 2022:
| | | | | | | | | | | |
| (Millions of dollars) | December 31, 2023 | | December 31, 2022 |
| SHORT-TERM | | | |
| Commercial paper | $ | 4,483 | | | $ | 3,926 | |
| Other borrowings (primarily non U.S.) | 230 | | | 191 | |
| Total short-term debt | 4,713 | | | 4,117 | |
| LONG-TERM (a) | | | |
| (U.S. dollar denominated unless otherwise noted) | | | |
| 2.70% Notes due 2023 (c) | — | | | 501 | |
| 2.00% Euro denominated notes due 2023 (d) | — | | | 699 | |
| 5.875% GBP denominated notes due 2023 (d) | — | | | 367 | |
| 1.20% Euro denominated notes due 2024 | 607 | | | 588 | |
| 1.875% Euro denominated notes due 2024 (b) | 332 | | | 324 | |
| 4.800% Notes due 2024 | 300 | | | 299 | |
| 4.700% Notes due 2025 | 599 | | | 598 | |
| 2.65% Notes due 2025 | 399 | | | 400 | |
| 1.625% Euro denominated notes due 2025 | 550 | | | 533 | |
| 3.625% Euro denominated notes due 2025 (e) | 551 | | | — | |
| 0.00% Euro denominated notes due 2026 | 774 | | | 751 | |
| 3.20% Notes due 2026 | 724 | | | 724 | |
| 3.434% Notes due 2026 | 198 | | | 198 | |
| 1.652% Euro denominated notes due 2027 | 90 | | | 88 | |
| 0.250% Euro denominated notes due 2027 | 827 | | | 802 | |
| 1.00% Euro denominated notes due 2027 | 553 | | | 536 | |
| 1.00% Euro denominated notes due 2028 (b) | 780 | | | 749 | |
| 3.375% Euro denominated notes due 2029 (e) | 824 | | | — | |
| 1.10% Notes due 2030 | 697 | | | 696 | |
| 1.90% Euro denominated notes due 2030 | 114 | | | 111 | |
| 1.375% Euro denominated notes due 2031 | 829 | | | 803 | |
| 0.550% Euro denominated notes due 2032 | 823 | | | 798 | |
| 0.375% Euro denominated notes due 2033 | 546 | | | 529 | |
| 3.625% Euro denominated notes due 2034 (e) | 714 | | | — | |
| 1.625% Euro denominated notes due 2035 | 876 | | | 849 | |
| 3.55% Notes due 2042 | 666 | | | 665 | |
| 2.00% Notes due 2050 | 296 | | | 296 | |
| 1.00% Euro denominated notes due 2051 | 755 | | | 731 | |
| Non U.S. borrowings | 226 | | | 152 | |
| Other | 10 | | | 10 | |
| | | |
| | | |
| 14,660 | | | 13,797 | |
| Less: current portion of long-term debt | (1,263) | | | (1,599) | |
| Total long-term debt | 13,397 | | | 12,198 | |
| Total debt | $ | 19,373 | | | $ | 17,914 | |
________________________
(a)Amounts are net of unamortized discounts, premiums and/or debt issuance costs as applicable.
(b)December 31, 2023 and December 31, 2022 included a cumulative $46 million and $56 million adjustment to carrying value, respectively, related to hedge accounting of interest rate swaps, including related terminations. Refer to Note 12.
(c)In February 2023, Linde repaid $500 million of 2.70% notes that became due.
(d)In April 2023, Linde repaid €650 million of 2.00% notes and £300 million of 5.875% notes that became due.
(e)In June 2023, Linde issued €500 million of 3.625% notes due in 2025, €750 million of 3.375% notes due in 2029 and €650 million of 3.625% notes due in 2034.
Credit Facilities
On December 7, 2022, the company and certain of its subsidiaries entered into an amended and restated unsecured revolving credit agreement (the “Five Year Credit Agreement”) with a syndicate of banking institutions. The Five Year 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 December 7, 2027 with the option to request two one-year extensions of the expiration date.
In addition, on December 6, 2023, the company and certain of its subsidiaries entered into an unsecured 364-day revolving credit agreement (the “364-Day Credit Agreement” and, together with the Five Year Credit Agreement, the “Credit Agreements”) with a syndicate of banking institutions. The 364-Day Credit Agreement provides for total commitments of $1.5 billion. There are no financial maintenance covenants contained within the Credit Agreement. The 364-Day Credit Agreement expires on December 4, 2024 with the option to elect to have the entire principal balances outstanding under the Credit Agreement converted into non-revolving term loans, which will be due and payable one year after the commitment termination date.
No borrowings were outstanding under the Credit Agreements as of December 31, 2023.
Other Debt Information
The weighted-average interest rates of short-term borrowings outstanding were 4.8% and 3.2% as of December 31, 2023 and 2022, respectively.
Expected maturities of long-term debt are as follows:
| | | | | | |
| (Millions of dollars) | | |
| 2024 | $ | 1,263 | | |
| 2025 | 2,113 | | |
| 2026 | 1,733 | | |
| 2027 | 1,500 | | |
| 2028 | 835 | | |
| Thereafter | 7,216 | | |
| $ | 14,660 | | |
As of December 31, 2023, the amount of Linde's assets pledged as collateral was immaterial.
See Note 13 for the fair value information related to debt.
NOTE 12. FINANCIAL INSTRUMENTS
In its normal operations, Linde is exposed to market risks relating to fluctuations in interest rates, foreign currency exchange rates, energy and commodity costs. 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, cross-currency contracts are generally not designated as hedges for accounting purposes. Certain currency contracts related to forecasted transactions are designated as hedges for accounting purposes. 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, through the use of a qualitative assessment, 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 for certain entities with their principal counterparties to minimize potential default risk and to mitigate counterparty risk. Under the CSAs, the fair values of derivatives for the purpose of interest rate and currency management are collateralized with cash on a regular basis. As of December 31, 2023, 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 December 31, 2023 and 2022 for consolidated subsidiaries:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Fair Value |
| (Millions of dollars) | Notional Amounts | | Assets (a) | | Liabilities (a) |
| December 31, | 2023 | | 2022 | | 2023 | | 2022 | | 2023 | | 2022 |
| Derivatives Not Designated as Hedging Instruments: | | | | | | | | | | | |
| Currency contracts: | | | | | | | | | | | |
| Balance sheet items | $ | 4,567 | | | $ | 3,056 | | | $ | 46 | | | $ | 13 | | | $ | 26 | | | $ | 7 | |
Forecasted transactions | 335 | | | 449 | | | 11 | | | 9 | | | 6 | | | 9 | |
Cross-currency swaps | — | | | 42 | | | — | | | — | | | — | | | 1 | |
| Commodity contracts | N/A | | N/A | | — | | | — | | | — | | | — | |
| Total | $ | 4,902 | | | $ | 3,547 | | | $ | 57 | | | $ | 22 | | | $ | 32 | | | $ | 17 | |
| Derivatives Designated as Hedging Instruments: | | | | | | | | | | | |
| Currency contracts: | | | | | | | | | | | |
| Forecasted transactions | $ | 749 | | | $ | 323 | | | $ | 20 | | | $ | 6 | | | $ | 4 | | | $ | 5 | |
| Commodity contracts | N/A | | N/A | | 3 | | | — | | | 7 | | | 4 | |
| Interest rate swaps | 1,214 | | | 856 | | | 1 | | | — | | | 4 | | | 70 | |
| Total Hedges | $ | 1,963 | | | $ | 1,179 | | | $ | 24 | | | $ | 6 | | | $ | 15 | | | $ | 79 | |
| Total Derivatives | $ | 6,865 | | | $ | 4,726 | | | $ | 81 | | | $ | 28 | | | $ | 47 | | | $ | 96 | |
(a) Amounts at December 31, 2023 and 2022 included current assets of $73 million and $24 million, which are recorded in prepaid and other current assets; long-term assets of $8 million and $4 million, which are recorded in other long-term assets; current liabilities of $41 million and $23 million, which are recorded in other current liabilities; and long-term liabilities of $6 million and $73 million, which 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 (loss) 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. Linde is hedging forecasted transactions for a maximum period of three years.
Cross-Currency 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. For forecasted transactions that are designated as cash flow hedges, fair value adjustments are recorded to accumulated other comprehensive income (loss) with deferred amounts reclassified to earnings over the same time period as the income statement impact of the associated purchase. Linde is hedging commodity contracts for a maximum period of three years.
Net Investment Hedges
As of December 31, 2023, Linde has €10.7 billion ($11.7 billion) Euro-denominated notes and intercompany loans and ¥4.7 billion ($0.7 billion) CNY-denominated intercompany loans that are designated as hedges of the net investment positions in certain foreign operations. Since hedge inception, the deferred gain recorded within cumulative translation adjustment component of accumulated other comprehensive income (loss) in the consolidated balance sheet is $45 million (deferred loss of $305 million in the consolidated statement of comprehensive income for the year ended December 31, 2023).
As of December 31, 2023, exchange rate movements relating to previously designated hedges that remain in accumulated other comprehensive income (loss) is a gain of $56 million. These movements will remain in accumulated other comprehensive income (loss), until appropriate, such as upon sale or liquidation of the related foreign operations at which time amounts will be reclassified to the consolidated statements 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 (see Note 11). Certain interest rate swaps in a designated fair value hedge relationship were terminated during 2023. Upon termination, adjustments are no longer recorded to the hedged items for changes in respective fair values attributable to the risk being hedged. The unrecognized
loss on the terminated interest rate swaps is shown as a discount to long-term debt of $56 million, and will be amortized to interest expense over the remaining life of the debt, which extends through April 2028.
In addition, as of December 31, 2023, Linde is using interest rate swaps with a notional value of €1 billion to hedge the variability of future cash flows of forecasted transactions due to interest rate risk and has designated this as a cash flow hedge.
Derivatives Impact on Consolidated Statements of Income
The following table summarizes the impact of the company's derivatives on the consolidated statements of income:
| | | | | | | | | | | | | | | | | |
| (Millions of dollars) | Amount of Pre-Tax Gain (Loss)
Recognized in Earnings * |
| December 31, | 2023 | | 2022 | | 2021 |
| Derivatives Not Designated as Hedging Instruments | | | | | |
| Currency contracts: | | | | | |
| Balance sheet items: | | | | | |
| Debt-related | $ | 91 | | | $ | 12 | | | $ | 42 | |
| Other balance sheet items | (1) | | | 8 | | | (5) | |
| Total | $ | 90 | | | $ | 20 | | | $ | 38 | |
* 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 accumulated other comprehensive income (loss) and reclassified to the consolidated statement of income was not material for the years ended December 31, 2023, 2022, and 2021. Net impacts expected to be reclassified to earnings during the next twelve months are also not material.
NOTE 13. FAIR VALUE DISCLOSURES
The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as follows:
Level 1 – quoted prices in active markets for identical assets or liabilities
Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2023 and 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value Measurements Using |
| (Millions of dollars) | Level 1 | | Level 2 | | Level 3 |
| | 2023 | | 2022 | | 2023 | | 2022 | | 2023 | | 2022 |
| Assets | | | | | | | | | | | |
| Derivative assets | $ | — | | | $ | — | | | $ | 81 | | | $ | 28 | | | $ | — | | | $ | — | |
| Investments and securities * | 16 | | | 20 | | | — | | | — | | | 12 | | | 13 | |
| Total | $ | 16 | | | $ | 20 | | | $ | 81 | | | $ | 28 | | | $ | 12 | | | $ | 13 | |
| Liabilities | | | | | | | | | | | |
| Derivative liabilities | $ | — | | | $ | — | | | $ | 47 | | | $ | 96 | | | $ | — | | | $ | — | |
*Investments and securities are recorded in prepaid and other current assets and other long-term assets in the company's 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.
Changes in level 3 investments and securities were immaterial.
The fair value of cash and cash equivalents, short-term debt, accounts receivable-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 Level 2 of the fair value hierarchy. At December 31, 2023, the estimated fair value of Linde’s long-term debt portfolio was $13,337 million versus a carrying value of $14,660 million. At December 31, 2022 the estimated fair value of Linde’s long-term debt portfolio was $11,994 million versus a carrying value of $13,797 million. Differences between the carrying value and the fair value are attributable to fluctuations in interest rates subsequent to when the debt was issued and relative to stated coupon rates.
NOTE 14. EQUITY AND NONCONTROLLING INTERESTS
Linde plc Shareholders’ Equity
On March 1, 2023, in connection with the shareholder approved intercompany reorganization that resulted in the delisting of old Linde plc from the New York Stock Exchange (NYSE) and the Frankfurt Stock Exchange (FSE), and the subsequent relisting of new Linde plc to the NYSE, Linde shareholders automatically received one share of the new holding company in exchange for each share of Linde plc that was previously owned. The company issued 490,766,972 new Linde shares. Linde plc's historical treasury shares were immediately canceled which resulted in an approximate $15 billion decrease in treasury shares and retained earnings in Shareholders' Equity. On November 7, 2023, Linde plc transferred the listing of its ordinary shares from the NYSE to the Nasdaq, and continued trading under the ticker symbol "LIN".
At December 31, 2023 and 2022, Linde has total authorized share capital of €1,825,000 divided into 1,750,000,000 ordinary shares of €0.001 each, 25,000 A ordinary shares of €1.00 each, 25,000 deferred shares of €1.00 each and 25,000,000 preferred shares of €0.001 each.
At December 31, 2023 there were 490,766,972 and 482,445,145 of Linde plc ordinary shares issued and outstanding, respectively. At December 31, 2023 there were no shares of A ordinary shares, deferred shares or preferred shares issued or outstanding.
At December 31, 2022 there were 552,012,862 and 492,457,627 of Linde plc ordinary shares issued and outstanding, respectively. At December 31, 2022, there were no shares of A ordinary shares, deferred shares or preferred shares issued or outstanding.
Linde’s Board of Directors may from time to time authorize the issuance of one or more series of preferred stock and, in connection with the creation of such series, determine the characteristics of each such series including, without limitation, the preference and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions of the series.
Other Linde plc Ordinary Share and Treasury Share Transactions
Linde may issue new ordinary shares for dividend reinvestment and stock purchase plans and employee savings and incentive plans. No new ordinary shares were issued in 2023, 2022 and 2021.
On January 22, 2019 the company’s board of directors approved the additional repurchase of $6.0 billion of its ordinary shares under which Linde had repurchased 24,847,354 shares through December 31, 2021. Linde completed the repurchases under this program in the first quarter of 2021.
On January 25, 2021 the company's board of directors approved the additional repurchase of $5.0 billion of its ordinary shares under which Linde had repurchased 16,662,678 shares through December 31, 2022. Linde completed the repurchases under this program in the first quarter of 2022.
On February 28, 2022, the company's board of directors authorized a new share repurchase program for up to $10.0 billion of its ordinary shares ("2022 program") under which Linde had repurchased 26,411,514 shares through December 31, 2023. This program expires on July 31, 2024.
On October 23, 2023, the company's board of directors approved a new share repurchase program for up to $15.0 billion of its ordinary shares ("2023 program") under which Linde has no repurchases as of December 31, 2023. This program will
terminate on the earlier of the date as the maximum authority under the 2023 program is reached or the board terminates the 2023 program.
Noncontrolling Interests
Noncontrolling interest ownership changes are presented within the consolidated statements of equity. 2022 includes the impact of deconsolidating the company's Russian gas and engineering business entities (see Note 3).
Redeemable Noncontrolling Interests
Noncontrolling interests with redemption features, such as put/sell options, that are not solely within the company’s control (“redeemable noncontrolling interests”) are reported separately in the consolidated balance sheets at the greater of carrying value or redemption value. For redeemable noncontrolling interests that are not yet exercisable, Linde calculates the redemption value by accreting the carrying value to the redemption value over the period until exercisable. If the redemption value is greater than the carrying value, any increase is adjusted directly to retained earnings and does not impact net income. At December 31, 2023 and 2022, the redeemable noncontrolling interest balance includes an industrial gas business in EMEA where the noncontrolling shareholders have put options.
NOTE 15. SHARE-BASED COMPENSATION
Share-based compensation expense was $141 million in 2023 ($107 million and $128 million in 2022 and 2021, respectively). The related income tax benefit recognized was $88 million in 2023 ($64 million and $64 million in 2022 and 2021, respectively). The expense was primarily recorded in selling, general and administrative expenses and no share-based compensation expense was capitalized.
Summary of Plans
The 2021 Linde plc Long Term Incentive Plan (the “2021 Plan") was adopted by the Board of Directors and shareholders of Linde plc on July 26, 2021. The 2021 Plan permits awards of stock options, stock appreciation rights, restricted stock and restricted stock units, performance-based stock units and other equity awards to eligible officer and non-officer employees and non-employee directors of the company and its affiliates. As of December 31, 2023, 7,661,431 shares remained available for equity grants under the 2021 Plan, of which 2,452,443 shares may be granted as awards other than options or stock appreciation rights.
Exercise prices for options granted under the 2021 Plan may not be less than the closing market price of the company’s ordinary shares on the date of grant and granted options may not be re-priced or exchanged without shareholder approval. Options granted under the 2021 Plan subject only to time vesting requirements may become partially exercisable after a minimum of one year after the date of grant but may not become fully exercisable until at least three years have elapsed from the date of grant, and all options have a maximum duration of ten years.
In order to satisfy option exercises and other equity grants, the company may issue authorized but previously unissued shares or it may issue treasury shares.
Stock Option Fair Value
The company utilizes the Black-Scholes Options-Pricing Model to determine the fair value of stock options consistent with that used in prior years. Management is required to make certain assumptions with respect to selected model inputs, including anticipated changes in the underlying stock price (i.e., expected volatility) and option exercise activity (i.e., expected life). Expected volatility is based on the historical volatility of the company’s stock over the most recent period commensurate with the estimated expected life of the company’s stock options and other factors. The expected life of options granted, which represents the period of time that the options are expected to be outstanding, is based primarily on historical exercise experience. The expected dividend yield is based on the company’s most recent history and expectation of dividend payouts. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for a period commensurate with the estimated expected life. If factors change and result in different assumptions in future periods, the stock option expense that the company records for future grants may differ significantly from what the company has recorded in the current period.
The weighted-average fair value of options granted during 2023 was $83.69 ($45.07 in 2022 and $37.80 in 2021) based on the Black-Scholes Options-Pricing model. The increase in the grant date fair value year-over-year is primarily attributable to the increase in the stock price.
The following weighted-average assumptions were used to value the grants in 2023, 2022 and 2021:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, | 2023 | | 2022 | | 2021 |
| Dividend yield | 1.4 | % | | 1.7 | % | | 1.7 | % |
| Volatility | 22.0 | % | | 20.6 | % | | 18.4 | % |
| Risk-free interest rate | 4.23 | % | | 1.70 | % | | 1.10 | % |
| Expected term years | 5 | | 5 | | 6 |
| | | | | |
The following table summarizes option activity under the plans as of December 31, 2023 and changes during the period then ended (averages are calculated on a weighted basis; life in years; intrinsic value expressed in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| Activity | Number of
Options
(000’s) | | Average
Exercise
Price | | Average
Remaining
Life | | Aggregate
Intrinsic
Value |
| Outstanding at January 1, 2023 | 6,720 | | | $ | 164.03 | | | | | |
| Granted | 361 | | | 354.16 | | | | | |
| Exercised | (1,225) | | | 137.78 | | | | | |
| Cancelled or expired | (31) | | | 311.86 | | | | | |
| Outstanding at December 31, 2023 | 5,825 | | | $ | 180.58 | | | 5.0 | | $ | 1,341 | |
| Exercisable at December 31, 2023 | 4,926 | | | $ | 159.18 | | | 4.4 | | $ | 1,239 | |
The aggregate intrinsic value represents the difference between the company’s closing stock price of $410.71 as of December 31, 2023 and the exercise price multiplied by the number of in the money options outstanding as of that date. The total intrinsic value of stock options exercised during 2023 was $283 million ($176 million and $294 million in 2022 and 2021, respectively).
Cash received from option exercises under all share-based payment arrangements for 2023 was $33 million ($36 million and $50 million in 2022 and 2021, respectively). The cash tax benefit realized from share-based compensation totaled $86 million for 2023 ($61 million and $64 million cash tax benefit in 2022 and 2021, respectively).
As of December 31, 2023, $17 million of unrecognized compensation cost related to non-vested stock options is expected to be recognized over a weighted-average period of approximately 1 year.
Performance-Based and Restricted Stock Unit Awards
In 2023, the company granted 341,915 performance-based stock unit awards under the 2021 Plan to senior management that vest, subject to the attainment of pre-established minimum performance criteria, principally on the third anniversary of their date of grant. These awards are tied to either after tax return on capital ("ROC") performance or relative total shareholder return ("TSR") performance versus that of a blended group of companies that is comprised of the S&P 500, excluding the Financial sector, and Eurofirst 300. The actual number of shares issued in settlement of a vested award can range from zero to 200 percent of the target number of shares granted based upon the company’s attainment of specified performance targets at the end of a three-year period. Compensation expense related to these awards is recognized over the three-year performance period based on the fair value of the closing market price of the company’s ordinary shares on the date of the grant and the estimated performance that will be achieved. Compensation expense for ROC awards will be adjusted during the three-year performance period based upon the estimated performance levels that will be achieved. TSR awards are measured at their grant date fair value and not subsequently re-measured. The number of performance-based stock unit awards granted in 2023 includes an increase of 201,120 stock units to the target number of performance-based awards originally granted in 2020, as these awards achieved a higher payout factor upon completion of the three-year performance period.
The weighted-average fair value of ROC awards granted in 2023 was $340.80 ($257.63 in 2022 and $241.10 in 2021). These fair values are based on the closing market price of Linde's ordinary shares on the grant date adjusted for dividends that will not be paid during the vesting period.
The weighted-average fair value of TSR awards granted in 2023 was $489.33 ($301.42 in 2022 and $301.04 in 2021) and was estimated using a Monte Carlo simulation performed as of the grant date.
There were 160,839 restricted stock units granted to employees by Linde during 2023. The weighted-average fair value of restricted stock units granted during 2023 was $332.69 ($260.27 in 2022 and $242.60 in 2021). These fair values are based on the closing market price of Linde's ordinary shares on the grant date adjusted for dividends that will not be paid during the vesting period. Compensation expense related to the restricted stock units is recognized over the vesting period.
The following table summarizes non-vested performance-based and restricted stock unit award activity as of December 31, 2023 and changes during the period then ended (shares based on target amounts, averages are calculated on a weighted basis):
| | | | | | | | | | | | | | | | | | | | | | | |
| Performance-Based | | Restricted Stock |
| Number of
Shares
(000’s) | | Average
Grant Date
Fair Value | | Number of
Shares
(000’s) | | Average
Grant Date
Fair Value |
| Non-vested at January 1, 2023 | 583 | | | $ | 226.04 | | | 646 | | | $ | 190.33 | |
| Granted | 342 | | | 385.10 | | | 161 | | | 332.69 | |
| Vested | (340) | | | 174.99 | | | (154) | | | 176.06 | |
| Cancelled and Forfeited | (13) | | | 156.14 | | | (15) | | | 163.12 | |
| Non-vested at December 31, 2023 | 572 | | | $ | 281.11 | | | 638 | | | $ | 232.15 | |
There are approximately 11 thousand performance-based stock units and 17 thousand restricted stock units that are non-vested at December 31, 2023 which will be settled in cash due to foreign regulatory limitations. The liability related to these grants reflects the current estimate of performance that will be achieved and the current share price.
As of December 31, 2023, $48 million of unrecognized compensation cost related to performance-based awards and $42 million of unrecognized compensation cost related to the restricted stock unit awards is expected to be recognized primarily through the first quarter of 2026.
NOTE 16. RETIREMENT PROGRAMS
Defined Benefit Pension Plans - U.S.
The Linde retirement plans are non-contributory defined benefit plans covering eligible employees and its participating affiliates. Effective July 1, 2002, the Linde U.S. Pension Plan was amended to give participating employees a one-time irrevocable choice between a traditional benefit (the “Traditional Design”) and an account-based benefit (the “Account-Based Design”). The Traditional Design pays a monthly benefit based on years of service and average pay during the last years of the participant’s career with Linde. The Account-Based Design gives participants annual pay credits equal to 4% of eligible compensation, plus interest credits based on long-term treasury rates on the accumulated account balance. This new formula applies to all new employees hired after April 30, 2002 into businesses adopting this plan. The U.S. pension plan assets are comprised of a diversified mix of investments, including corporate equities, government securities and corporate debt securities. Linde has several plans that provide supplementary retirement benefits primarily to higher level employees that are unfunded and are nonqualified for federal tax purposes. Pension coverage for employees of certain of Linde’s non-U.S. subsidiaries generally is provided by those companies through separate plans. Obligations under such plans are primarily provided for through diversified investment portfolios, with some smaller plans provided for under insurance policies or by book reserves.
Defined Benefit Pension Plans - Non-U.S.
Linde has Non-U.S., defined benefit commitments primarily in Germany and the U.K that include pension plan assets comprised of a diversified mix of investments. The defined benefit commitments in Germany relate to old age pensions, invalidity pensions and surviving dependents pensions. These commitments also take into account vested rights for periods of service prior to January 1, 2002 based on earlier final-salary pension plan rules. In addition, there are direct commitments in respect of the salary conversion scheme for the form of cash balance plans. The resulting pension payments are calculated on the basis of an interest guarantee and the performance of the corresponding investment. There are no minimum funding requirements. The pension obligations in Germany are partly funded by a Contractual Trust Agreement (CTA). Defined benefit commitments in the U.K. prior to July 1, 2003 are earnings-related and dependent on the period of service. Such commitments relate to old age pensions, invalidity pensions and surviving dependents pensions. Beginning in April 1, 2011, the amount of future increases in inflation-linked pensions and of increases in pensionable emoluments was restricted.
Multi-employer Pension Plans
In the United States Linde participates in eight multi-employer defined benefit pension plans ("MEPs"), pursuant to the terms of collective bargaining agreements, that cover approximately 200 union-represented employees. The collective bargaining agreements expire on different dates through 2028. In connection with such agreements, the company is required to make periodic contributions to the MEPs in accordance with the terms of the respective collective bargaining agreements. Linde’s participation in these plans is not material either at the plan level or in the aggregate. For all MEPs, Linde’s contributions were significantly less than 1% of the total contributions to each plan for 2022 and 2021. Total 2023 contributions were not yet available from the MEPs.
Linde has obtained the most recently available Pension Protection Act ("PPA") annual funding notices from the Trustees of the MEPs. As of December 31, 2023, there were two Red Zone plans, deemed to be in "critical" or "critical and declining" status that have implemented financial improvement or rehabilitation plans. Linde does not currently anticipate significant future obligations due to the funding status of these plans and any such obligation would be immaterial. If Linde determined it was probable that it would withdraw from an MEP, the company would record a liability for its portion of the MEP’s unfunded pension obligations, as calculated at that time. Historically, such withdrawal payments have not been significant.
Defined Contribution Plans
Linde’s U.S. employees are eligible to participate in defined contribution savings plans offered by their applicable business. Employee contribution percentages vary by plan and are subject to the maximum allowable by IRS regulations. The cost for these defined contribution plans was $59 million in 2023, $56 million in 2022 and $51 million in 2021 (these costs are not included in the tables that follow).
The defined contribution plans include a non-leveraged employee stock ownership plan ("ESOP") which covers all employees participating in this plan. The collective number of shares of Linde ordinary shares in the ESOP totaled 1,660,694 at December 31, 2023.
Certain non-U.S. subsidiaries of the company also sponsor defined contribution plans where contributions are determined under various formulas. The expense for these plans was $60 million in 2023, $80 million in 2022 and $101 million in 2021 (these expenses are not included in the tables that follow).
Postretirement Benefits Other Than Pensions (OPEB)
Linde provides health care and life insurance benefits to certain eligible retired employees. These benefits are provided through various insurance companies and healthcare providers. The company does not currently fund its postretirement benefits obligations. Linde’s retiree plans may be changed or terminated by Linde at any time for any reason with no liability to current or future retirees.
Linde uses a measurement date of December 31 for its pension and other post-retirement benefit plans.
Pension and Postretirement Benefit Costs
The components of net pension and postretirement benefits other than pension ("OPEB") costs for 2023, 2022 and 2021 are shown in the table below:
| | | | | | | | | | | | | | | | | |
| (Millions of dollars) | Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Amount recognized in Operating Profit | | | | | |
| Service cost | $ | 84 | | | $ | 127 | | | $ | 157 | |
| Amount recognized in Net pension and OPEB cost (benefit), excluding service cost | | | | | |
| Interest cost | 373 | | | 201 | | | 154 | |
| Expected return on plan assets | (523) | | | (518) | | | (521) | |
| Net amortization and deferral | (30) | | | 74 | | | 171 | |
| | | | | |
| Settlement charges (a) | 16 | | | 6 | | | 4 | |
| $ | (164) | | | $ | (237) | | | $ | (192) | |
| | | | | |
| Net periodic benefit cost (benefit) | $ | (80) | | | $ | (110) | | | $ | (35) | |
(a) Settlement charges were triggered by lump sum benefit payments.
Funded Status
Changes in the benefit obligation and plan assets for Linde’s pension and OPEB programs, including reconciliation of the funded status of the plans to amounts recorded in the consolidated balance sheet, as of December 31, 2023 and 2022 are shown below.
| | | | | | | | | | | | | | | | | | | | | | | |
| (Millions of dollars) | Year Ended December 31, |
| 2023 | | 2022 |
| U.S. | | Non-U.S. | | U.S. | | Non-U.S. |
| Change in Benefit Obligation ("PBO") | | | | | | | |
| Benefit obligation, January 1 | $ | 2,129 | | | $ | 5,586 | | | $ | 2,719 | | | $ | 9,398 | |
| Service cost | 25 | | | 59 | | | 34 | | | 93 | |
| Interest cost | 105 | | | 268 | | | 60 | | | 141 | |
| | | | | | | |
| Participant contributions | 11 | | | 18 | | | 11 | | | 17 | |
| | | | | | | |
| Actuarial loss (gain) | 100 | | | 532 | | | (528) | | | (2,972) | |
| Benefits paid | (162) | | | (324) | | | (158) | | | (296) | |
| Plan settlement | (21) | | | (14) | | | (9) | | | (8) | |
| | | | | | | |
| Foreign currency translation and other changes | — | | | 260 | | | — | | | (787) | |
| Benefit obligation, December 31 | $ | 2,187 | | | $ | 6,385 | | | $ | 2,129 | | | $ | 5,586 | |
| Accumulated benefit obligation ("ABO") | $ | 2,037 | | | $ | 6,300 | | | $ | 1,982 | | | $ | 5,508 | |
| Change in Plan Assets | | | | | | | |
| Fair value of plan assets, January 1 | $ | 1,891 | | | $ | 5,794 | | | $ | 2,448 | | | $ | 7,968 | |
| Actual return on plan assets | 300 | | | 365 | | | (421) | | | (1,302) | |
| Company contributions | — | | | 46 | | | — | | | 51 | |
| Participant contributions | — | | | 18 | | | — | | | 17 | |
| Benefits paid from plan assets | (141) | | | (320) | | | (136) | | | (248) | |
| | | | | | | |
| Foreign currency translation and other changes | — | | | 275 | | | — | | | (692) | |
| Fair value of plan assets, December 31 | $ | 2,050 | | | $ | 6,178 | | | $ | 1,891 | | | $ | 5,794 | |
| Funded Status, End of Year | $ | (137) | | | $ | (207) | | | $ | (238) | | | $ | 208 | |
| Recorded in the Balance Sheet (Note 7) | | | | | | | |
| Other long-term assets | $ | 19 | | | $ | 361 | | | $ | 13 | | | $ | 648 | |
| Other current liabilities | (17) | | | (14) | | | (38) | | | (13) | |
| Other long-term liabilities | (139) | | | (554) | | | (213) | | | (427) | |
| Net amount recognized, December 31 | $ | (137) | | | $ | (207) | | | $ | (238) | | | $ | 208 | |
| Amounts recognized in accumulated other comprehensive income (loss) consist of: | | | | | | | |
| Net actuarial loss (gain) | $ | 290 | | | $ | 219 | | | $ | 357 | | | $ | (343) | |
| Prior service cost (credit) | (10) | | | 1 | | | (12) | | | 4 | |
| Deferred tax obligation (benefit) (Note 7) | (67) | | | 7 | | | (85) | | | 139 | |
| Amount recognized in accumulated other comprehensive income (loss) (Note 7) | $ | 213 | | | $ | 227 | | | $ | 260 | | | $ | (200) | |
Comparative funded status information as of December 31, 2023 and 2022 for select non-U.S. pension plans is presented in the table below as the benefit obligations of these plans are considered to be significant relative to the total benefit obligation:
| | | | | | | | | | | | | | | | | | | | | | | |
| | United Kingdom | | Germany | | Other Non-U.S. | | Total Non-U.S. |
| (Millions of dollars) | 2023 | | 2023 | | 2023 | | 2023 |
| Benefit obligation, December 31 | $ | 3,616 | | | $ | 1,684 | | | $ | 1,085 | | | $ | 6,385 | |
| Fair value of plan assets, December 31 | 3,858 | | | 1,370 | | | 950 | | | 6,178 | |
| Funded Status, End of Year | $ | 242 | | | $ | (314) | | | $ | (135) | | | $ | (207) | |
| | | | | | | |
| | United Kingdom | | Germany | | Other Non-U.S. | | Total Non-U.S. |
| (Millions of dollars) | 2022 | | 2022 | | 2022 | | 2022 |
| Benefit obligation, December 31 | $ | 3,100 | | | $ | 1,485 | | | $ | 1,001 | | | $ | 5,586 | |
| Fair value of plan assets, December 31 | 3,625 | | | 1,285 | | | 884 | | | 5,794 | |
| Funded Status, End of Year | $ | 525 | | | $ | (200) | | | $ | (117) | | | $ | 208 | |
The changes in plan assets and benefit obligations recognized in other comprehensive income in 2023 and 2022 are as follows:
| | | | | | | | | | | |
| | Pensions |
| (Millions of dollars) | 2023 | | 2022 |
| Current year net actuarial losses (gains)* | $ | 480 | | | $ | (1,259) | |
| Amortization of net actuarial gains (losses) | 29 | | | (75) | |
| | | |
| | | |
| Amortization of prior service credits (costs) | 1 | | | 1 | |
| Pension settlements | (16) | | | (6) | |
| | | |
| Foreign currency translation and other changes | — | | | (90) | |
| Total recognized in other comprehensive income | $ | 494 | | | $ | (1,429) | |
________________________
* Pension net actuarial losses in 2023 are largely driven by the decrease in the discount rate environment resulting in actuarial losses from a higher PBO, which is partially offset by favorable plan asset experience for non-U.S plans. The U.S. plan derived a benefit from the actual return on plan assets. In 2022, the actuarial gains were largely driven by the significant increase in the discount rate environment resulting in actuarial gains from a lower PBO, which is partially offset by unfavorable plan asset experience for both non-U.S. and U.S. plans.
The following table provides information for pension plans where the accumulated benefit obligation exceeds the fair value of plan assets:
| | | | | | | | | | | | | | | | | | | | | | | |
(Millions of dollars) Year Ended December 31, | Pensions |
| 2023 | | 2022 |
| U.S. | | Non-U.S. | | U.S. | | Non-U.S. |
| Accumulated benefit obligation ("ABO") | $ | 1,952 | | | $ | 1,880 | | | $ | 1,895 | | | $ | 1,848 | |
| Fair value of plan assets | $ | 1,945 | | | $ | 1,385 | | | $ | 1,791 | | | $ | 1,472 | |
The following table provides information for pension plans where the projected benefit obligation exceeds the fair value of plan assets:
| | | | | | | | | | | | | | | | | | | | | | | |
(Millions of dollars) Year Ended December 31, | Pensions |
| 2023 | | 2022 |
| U.S. | | Non-U.S. | | U.S. | | Non-U.S. |
| Projected benefit obligation ("PBO") | $ | 2,012 | | | $ | 1,932 | | | $ | 1,948 | | | $ | 1,901 | |
| Fair value of plan assets | $ | 1,945 | | | $ | 1,390 | | | $ | 1,791 | | | $ | 1,478 | |
Assumptions
The assumptions used to determine benefit obligations are as of the respective balance sheet dates and the assumptions used to determine net benefit cost are as of the previous year-end, as shown below:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Pensions |
| | U.S. | | Non-U.S. |
| | 2023 | | 2022 | | 2023 | | 2022 |
| Weighted average assumptions used to determine benefit obligations at December 31, | | | | | | | |
| Discount rate | 5.03 | % | | 5.35 | % | | 4.27 | % | | 4.58 | % |
| Interest crediting rate | 4.03 | % | | 4.02 | % | | 1.70 | % | | 2.13 | % |
| Rate of increase in compensation levels | 3.50 | % | | 3.25 | % | | 2.58 | % | | 2.59 | % |
| Weighted average assumptions used to determine net periodic benefit cost for years ended December 31, | | | | | | | |
| Discount rate | 5.35 | % | | 2.78 | % | | 4.58 | % | | 1.82 | % |
| Interest crediting rate | 4.02 | % | | 2.06 | % | | 2.13 | % | | 1.03 | % |
| Rate of increase in compensation levels | 3.25 | % | | 3.25 | % | | 2.59 | % | | 2.55 | % |
| Expected long-term rate of return on plan assets (1) | 7.00 | % | | 7.00 | % | | 5.64 | % | | 5.60 | % |
(1) The expected long term rate of return on the U.S. and non-U.S. plan assets is estimated based on the plans' investment strategy and asset allocation, historical capital market performance and, to a lesser extent, historical plan performance. For the U.S. plans, the expected rate of return of 7.00% was derived based on the target asset allocation of 50%-70% equity securities (approximately 8.40% expected return), 20%-50% fixed income securities (approximately 4.80% expected return) and 2%-8% alternative investments (approximately 3.40% expected return). For the non-U.S. plans, the expected rate of return was derived based on the weighted average target asset allocation of 15%-25% equity securities (approximately 7.20% expected return), 30%-50% fixed income securities (approximately 5.90% expected return), and 30%-50% alternative investments (approximately 5.80% expected return). For the U.S. plan assets, the actual annualized total return for the most recent 10-year period ended December 31, 2023 was approximately 6.60%. For the non-U.S. plan assets, the actual annualized total return for the same period was approximately 4.90%. Changes to plan asset allocations and investment strategy over this time period limit the value of historical plan performance as a factor in estimating the expected long term rate of return. For 2024, the expected long-term rate of return on plan assets will be 7.00% for the U.S. plans and 5.83%. for non-U.S. plans.
Pension Plan Assets
The investments of the U.S. pension plan are managed to meet the future expected benefit liabilities of the plan over the long term by investing in diversified portfolios consistent with prudent diversification and historical and expected capital market returns. Investment strategies are reviewed by management and investment performance is tracked against appropriate benchmarks. There are no concentrations of risk as it relates to the assets within the plans. The non-U.S. pension plans are managed individually based on diversified investment portfolios, with different target asset allocations that vary for each plan. Weighted-average asset allocations at December 31, 2023 and 2022 for Linde’s U.S. and non-U.S. pension plans, as well as respective asset allocation ranges by major asset category, are generally as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | U.S. | | Non-U.S. |
| Asset Category | Target 2023 | | Target 2022 | | 2023 | | 2022 | | Target 2023 | | Target 2022 | | 2023 | | 2022 |
| Equity securities | 50% | - | 70% | | 50% | - | 70% | | 59% | | 60% | | 15% | - | 25% | | 15% | - | 25% | | 22% | | 20% |
| Fixed income securities | 20% | - | 50% | | 20% | - | 50% | | 31% | | 29% | | 30% | - | 50% | | 30% | - | 50% | | 30% | | 30% |
| Other | 2% | - | 8% | | 2% | - | 8% | | 10% | | 11% | | 30% | - | 50% | | 30% | - | 50% | | 48% | | 50% |
The following table summarizes pension assets measured at fair value by asset category at December 31, 2023 and 2022. Transfers of assets were not material for the year ended December 31, 2023 and 2022. See Note 13 for the definition of levels within the fair value hierarchy:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value Measurements Using | | | | |
| | Level 1 | | Level 2 | | Level 3 ** | | Total |
| (Millions of dollars) | 2023 | | 2022 | | 2023 | | 2022 | | 2023 | | 2022 | | 2023 | | 2022 |
| Cash and cash equivalents | $ | 368 | | | $ | 313 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 368 | | | $ | 313 | |
| Equity securities: | | | | | | | | | | | | | | | |
| Global equities | 926 | | | 778 | | | — | | | — | | | — | | | — | | | 926 | | | 778 | |
| | | | | | | | | | | | | | | |
| Mutual funds | 298 | | | 248 | | | — | | | — | | | — | | | — | | | 298 | | | 248 | |
| Fixed income securities: | | | | | | | | | | | | | | | |
| Government bonds | — | | | — | | | 1,486 | | | 1,317 | | | — | | | — | | | 1,486 | | | 1,317 | |
| Emerging market debt | — | | | — | | | 283 | | | 245 | | | — | | | — | | | 283 | | | 245 | |
| Mutual funds | 119 | | | 101 | | | 60 | | | 55 | | | — | | | — | | | 179 | | | 156 | |
| Corporate bonds | — | | | — | | | 324 | | | 372 | | | — | | | — | | | 324 | | | 372 | |
| Bank loans | — | | | — | | | 27 | | | 18 | | | — | | | — | | | 27 | | | 18 | |
| Alternative investments: | | | | | | | | | | | | | | | |
| Real estate funds | — | | | — | | | — | | | — | | | 324 | | | 353 | | | 324 | | | 353 | |
| Private debt | — | | | — | | | — | | | — | | | 1,345 | | | 1,360 | | | 1,345 | | | 1,360 | |
| Insurance contracts | — | | | — | | | — | | | — | | | 51 | | | 46 | | | 51 | | | 46 | |
| Liquid alternative | — | | | — | | | 1,022 | | | 982 | | | — | | | — | | | 1,022 | | | 982 | |
| Other investments | 1 | | | 1 | | | 22 | | | 39 | | | — | | | — | | | 23 | | | 40 | |
Total plan assets at fair value,
December 31, | $ | 1,712 | | | $ | 1,441 | | | $ | 3,224 | | | $ | 3,028 | | | $ | 1,720 | | | $ | 1,759 | | | $ | 6,656 | | | $ | 6,228 | |
| Pooled funds * | | | | | | | | | | | | | 1,572 | | | 1,457 | |
Total fair value plan assets
December 31, | | | | | | | | | | | | | $ | 8,228 | | | $ | 7,685 | |
* Pooled funds are measured using the net asset value ("NAV") as a practical expedient for fair value as permissible under the accounting standard for fair value measurements and have not been categorized in the fair value hierarchy.
** The following table summarizes changes in fair value of the pension plan assets classified as level 3 for the periods ended December 31, 2023 and 2022:
| | | | | | | | | | | | | | | | | | | | | | | |
| (Millions of dollars) | Insurance Contracts | | Real Estate Funds | | Private Debt | | Total |
| Balance, December 31, 2021 | $ | 12 | | | $ | 360 | | | $ | 1,368 | | | $ | 1,740 | |
| Gain/(Loss) for the period | — | | | 5 | | | 93 | | | 98 | |
| | | | | | | |
| Purchases | 2 | | | 18 | | | 63 | | | 83 | |
| Sales | — | | | (22) | | | (34) | | | (56) | |
| Transfer into/ (out of) Level 3 | 33 | | | — | | | — | | | 33 | |
| Foreign currency translation | (1) | | | (8) | | | (130) | | | (139) | |
| Balance, December 31, 2022 | 46 | | | 353 | | | 1,360 | | | 1,759 | |
| Gain/(Loss) for the period | — | | | (27) | | | (38) | | | (65) | |
| | | | | | | |
| Purchases | 1 | | | 3 | | | 1 | | | 5 | |
| Sales | — | | | (15) | | | (44) | | | (59) | |
| Transfer into / (out of) Level 3 | — | | | — | | | — | | | — | |
| Foreign currency translation | 4 | | | 10 | | | 66 | | | 80 | |
| Balance, December 31, 2023 | $ | 51 | | | $ | 324 | | | $ | 1,345 | | | $ | 1,720 | |
The descriptions and fair value methodologies for the company's pension plan assets are as follows:
Cash and Cash Equivalents – This category includes cash and short-term interest bearing investments with maturities of three months or less. Investments are valued at cost plus accrued interest. Cash and cash equivalents are classified within level 1 of the valuation hierarchy.
Equity Securities – This category is comprised of shares of common stock in U.S. and non-U.S. companies from a diverse set of industries and size. Common stock is valued at the closing market price reported on a U.S. or non-U.S. exchange where the security is actively traded. Equity securities are classified within level 1 of the valuation hierarchy.
Mutual Funds – These categories consist of publicly and privately managed funds that invest primarily in marketable equity and fixed income securities. The fair value of these investments is determined by reference to the net asset value of the underlying securities of the fund. Shares of publicly traded mutual funds are valued at the net asset value quoted on the exchange where the fund is traded and are primarily classified as level 1 within the valuation hierarchy.
Emerging Market Debt - This category includes fixed income debt issued by countries with developing economies as well as by corporations within those nations. They typically have higher yields but lower credit ratings relative to developed country corporate and government bonds. The fair values for these investments are classified as level 2 within the valuation hierarchy.
U.S. and Non-U.S. Government Bonds – This category includes U.S. treasuries, U.S. federal agency obligations and non-U.S. government debt. The majority of these investments do not have quoted market prices available for a specific government security and so the fair value is determined using quoted prices of similar securities in active markets and is classified as level 2 within the valuation hierarchy.
Corporate Bonds – This category is comprised of corporate bonds of U.S. and non-U.S. companies from a diverse set of industries and size. The fair values for U.S. and non-U.S. corporate bonds are determined using quoted prices of similar securities in active markets and observable data or broker or dealer quotations. The fair values for these investments are classified as level 2 within the valuation hierarchy.
Pooled Funds - Pooled fund NAVs are provided by the trustee and are determined by reference to the fair value of the underlying securities of the trust, less its liabilities, which are valued primarily through the use of directly or indirectly observable inputs. Depending on the pooled fund, underlying securities may include marketable equity securities or fixed income securities.
Bank Loans - This category is comprised of traded syndicated loans of larger corporate borrowers. Such loans are issued by sub-investment grade rated companies both in the U.S. and internationally and are syndicated by investment banks to institutional investors. They are regularly traded in an active dealer market comprised of large investment banks, which supply bid and offer quotes and are therefore classified within level 2 of the valuation hierarchy.
Liquid Alternative Investments - This category is comprised of investments in alternative mutual funds whose holdings include liquid securities, cash, and derivatives. Such funds focus on diversification and employ a variety of investing strategies including long/short equity, multi-strategy, and global macro. The fair value of these investments is determined by reference to the net asset value of the underlying holdings of the fund, which can be determined using
observable data (e.g., indices, yield curves, quoted prices of similar securities), and is classified within level 2 of the valuation hierarchy.
Insurance Contracts – This category is comprised of purchased annuity insurance contracts (annuity contract buy-ins) and is intended to mitigate the Company's exposure to certain risks, such as longevity risk. The fair value is calculated based on the cash surrender value of the purchased annuity insurance contract, which is determined based on such factors as the fair value of the underlying assets and discounted cash flows. These contracts are with highly rated insurance companies. Insurance contracts are classified within level 3 of the valuation hierarchy.
Real Estate Funds – This category includes real estate properties, partnership equities and investments in operating companies. The fair value of the assets is determined using discounted cash flows by estimating an income stream for the property plus a reversion into a present value at a risk adjusted rate. Yield rates and growth assumptions utilized are derived from market transactions as well as other financial and industry data. The fair value for these investments are classified within level 3 of the valuation hierarchy.
Private Debt - This category includes non-traded, privately-arranged loans between one or a small group of private debt investment managers and corporate borrowers, which are typically too small to access the syndicated market and have no credit rating. This category also includes similar loans to real estate companies or individual properties. Loans included in this category are valued at par value, are held to maturity or to call, and are classified within level 3 of the valuation hierarchy.
Contributions
At a minimum, Linde contributes to its pension plans to comply with local regulatory requirements (e.g., ERISA in the United States). Discretionary contributions in excess of the local minimum requirements are made based on many factors, including long-term projections of the plans' funded status, the economic environment, potential risk of overfunding, pension insurance costs and alternative uses of the cash. Changes to these factors can impact the timing of discretionary contributions from year to year. Pension contributions were $46 million in 2023, $51 million in 2022 and $42 million in 2021. Estimated required contributions for 2024 are currently expected to be in the range of $35 million to $45 million.
Estimated Future Benefit Payments
The following table presents estimated future benefit payments, net of participant contributions:
| | | | | | | | | | | |
| (Millions of dollars) | Pensions |
| Year Ended December 31, | U.S. | | Non-U.S. |
| 2024 | $ | 203 | | | $ | 355 | |
| 2025 | 166 | | | 341 | |
| 2026 | 163 | | | 353 | |
| 2027 | 166 | | | 359 | |
| 2028 | 165 | | | 373 | |
| 2029-2033 | 824 | | | 1,974 | |
NOTE 17. COMMITMENTS AND CONTINGENCIES
The company accrues non income-tax liabilities for non-income tax contingencies when management believes that a loss is probable and the amounts can be reasonably estimated, while contingent gains are recognized only when realized. If new information becomes available orIn the event any losses are sustained in excess of recorded amounts, adjustments areaccruals, they will be charged against income at that time. Attorney fees are recorded as incurred. Commitments represent obligations, such as those for future purchases of goods or services, that are not yet recorded on the company’s balance sheet as liabilities. The company records liabilities for commitments when incurred (i.e., when the goods or services are received).
Contingent Liabilities
Linde is subject to various lawsuits and government investigations that arise from time to time in the ordinary course of business. These actions are based upon alleged environmental, tax, antitrust and personal injury claims, among others. Linde has strong defenses in these cases and intends to defend itself vigorously. It is possible that the company may incur losses in connection with some of these actions in excess of accrued liabilities. Management does not anticipate that in the aggregate such losses would have a material adverse effect on the Company’s balance sheetcompany’s consolidated financial position or liquidity.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.
Share CapitalSignificant matters are:
According•During 2009, the Brazilian government published Law 11941/2009 instituting a new voluntary amnesty program (“Refis Program”) which allowed Brazilian companies to article 3settle certain federal tax disputes at reduced amounts. During 2009, the company decided that it was economically beneficial to settle many of its outstanding federal tax disputes and such disputes were enrolled in the Refis Program, subject to final calculation and review by the Brazilian federal government. The company recorded estimated liabilities based on the terms of the Refis Program. Since 2009, Linde has been unable to reach final agreement on the calculations and initiated litigation against the government in an attempt to resolve certain items. Open issues relate to the following matters: (i) application of cash deposits and net operating loss carryforwards to satisfy obligations and (ii) the amount of tax reductions available under the Refis Program. It is difficult to estimate the timing of resolution of legal matters in Brazil.
•At December 31, 2023, the most significant non-income tax claims in Brazil, after enrollment in the Refis Program, relate to state VAT tax matters. The total estimated exposure relating to such claims, including interest and penalties, as appropriate, is approximately $115 million. Linde has not recorded any liabilities related to such claims based on management judgment and opinions of outside counsel.
During the first quarter of 2023, the Brazilian Supreme Court issued a decision confirming the constitutionality of a specific federal income tax, with retroactive effect. As a result of this decision, the company recorded a reserve based on its best estimate of potential settlement (see Note 3). This decision has not yet been finalized and is subject to ongoing motions for clarification. 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. CADE imposed a civil fine of R$1.7 billion Brazilian reais ($350 million) on White Martins, the Brazil-based subsidiary of Linde plc's ArticlesInc., and R$0.2 billion Brazilian reais ($41 million) on Linde Gases Ltda., the former Brazil-based subsidiary of Association,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 against White Martins and Linde Gases Ltda. was overturned by the authorized share capitalNinth and Seventh Federal Courts of Brasilia, respectively. CADE appealed these decisions, and the Federal Court of Appeals rejected CADE's appeals and confirmed the decision of the Company is €1,775,000 divided into 1,750,000,000 ordinary sharesNinth and Seventh Federal Courts of €0.001 each and 25,000 A ordinary sharesBrasilia. CADE had filed appeals for both subsidiaries with the Superior Court of €1.00 each.
AsJustice which were denied.CADE filed subsequent appeals to a panel of the opening balance sheet dateSupreme Court of Justice and final and binding decisions were issued by the Supreme Court of Justice annulling the fine imposed against Linde Gases Ltda and White Martins in September 2023 and January 2024, respectively.
•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. In November 2023, the court issued a decision rejecting the plaintiffs’ claims in their entirety and determining that the cash merger squeeze-out consideration was appropriate. The plaintiffs are entitled to appeal this decision.
The company believes the consideration paid was fair and that the claims are not supported by sufficient evidence, and no reserve has been established. We cannot estimate the timing of resolution.
•On December 30, 2022, the Russian Arbitration Court of the St. Petersburg and Leningrad Region ("St. Petersburg Court") issued an injunction preventing (i) the sale of any shares in Linde’s subsidiaries and joint ventures in Russia, and (ii) the disposal of any of the assets in those entities exceeding 5% of the relevant company’s overall asset value. The injunction was requested by RusChemAlliance (RCA) as a preliminary measure to secure payment of December 31, 2017, 25,000 A ordinary shares had been issueda possible eventual award under an arbitration proceeding RCA intended to file against Linde Engineering for alleged breach of contract under the agreement to build a gas processing plant in Ust Luga, Russia entered into between a consortium of Linde Engineering, Renaissance Heavy Industries LLC, and 12,500 shares were held by Enceladus which is wholly owned by Praxair, Inc.’s Irish legal counsel Arthur Cox, and 12,500 shares were held by Cumberland which is wholly ownedRCA on July 7, 2021. Performance of the agreement was lawfully suspended by Linde AG´s Irish legal counsel William Fry, the Company’s shareholders. Furthermore, an additional €25,000 ($26,827) was committed to be paidEngineering on May 27, 2022 in compliance with applicable sanctions and in accordance with a decision by the two shareholders.sanctions authority in Germany. On March 1, 2023, RCA filed a claim in St. Petersburg against Linde GmbH for recovery of advance payments under the agreement ("Russian Claim"), and subsequently (i) added Linde and other Linde subsidiaries as defendants, and (ii) is seeking payment of alleged damages from Linde (pursuant to corporate guarantees) and guarantor banks.
A ordinary shares are classified as equity. Incremental costs directly attributable toOn March 4, 2023, in accordance with the issue of new shares are capitalized and upon the closingdispute resolution provisions of the associated equity transaction are reclassifiedagreement, Linde GmbH filed a notice of arbitration with the Hong Kong International Arbitration Centre ("HKIAC") against RCA to equity asclaim that (i) RCA has no entitlement to payment, (ii) RCA’s Russian claim is in breach of the arbitration agreement which requires HKIAC arbitration, and (iii) RCA must compensate Linde for the losses and damages caused by the injunction. Additionally, Linde GmbH filed for and on March 17, 2023 obtained an anti-suit injunction from a deduction, netHong Kong court against RCA directing RCA to seek a stay of tax, from the proceeds.Russian Claim and ordering it to resolve any disputes in accordance with HKIAC arbitration. On September 27, 2023, the anti-suit injunction was confirmed by the same Hong Kong court. On January 4, 2024, the Hong Kong court issued a final judgment in Linde’s favor (i) granting a permanent anti-suit injunction against RCA, (ii) granting a permanent, global anti-enforcement injunction against RCA, and (iii) ordering that the injunction issued by the St. Petersburg Court be lifted.
As of December 31, 2017,2023, Linde has a contingent liability of $1.1 billion recorded in Other long-term liabilities, which represents advance payments previously recorded in contract liabilities as of December 31, 2022 related to terminated engineering projects with RCA. As a result of the Company wascontract terminations, Linde no longer has future performance obligations for these projects. Linde deconsolidated its Russian gas and engineering business entities as of June 30, 2022, and the remaining investment value of its Russia subsidiaries is immaterial.
Despite the January 4, 2024 decision of the Hong Kong court, the injunction affecting Linde’s shares and assets has not subjectbeen lifted, the proceeding in St. Petersburg has not been stayed and RCA is continuing to any capital requirements.
Income Taxes
The income tax expense or credit forpursue its claim in Russia. On February 20, 2024, the period isSt. Petersburg Court issued its decision and granted the tax payableRussian Claim in RCA’s favor. Linde has 30 days to appeal this decision and expects to do so prior to the expiration of that deadline. If Linde appeals, RCA cannot enforce the decision (including foreclosing on the current period’s taxable income basedshares of the Russian entities) until after the appeal is decided.
Linde does not expect an adverse impact on earnings from this decision given the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
Deferred tax assets are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses. No deferred tax has been recognizedcontingent liability recorded as atof December 31, 2017, as2023 and the Company has recently been incorporatedimmaterial remaining investment value of its deconsolidated Russia subsidiaries.
It is difficult to estimate the timing of resolution of this matter. The company intends to vigorously defend its interests in both the Russian Claim and therefore does not have any history of income.arbitration proceedings.
3. Subsidiaries
The principal subsidiaries of the Company, all of which have been included in these consolidated financial statements, are as follows:
|
| | | | | |
Name | Country of Incorporation and Principal Place of Business | Proportion of Ownership Interest at |
| | December 31, 2017 | April 18, 2017 |
Zamalight Holdco LLC | USA | 100 | % | — | % |
Zamalight Subco, Inc. | USA | 100 | % | — | % |
Linde Holding GmbH | Germany | 100 | % | — | % |
Linde Intermediate Holding AG | Germany | 100 | % | — | % |
On May 26, 2017, the Company formed Zamalight Holdco LLC, a Delaware limited liability company. Immediately following its formation, Zamalight Holdco LLC formed Zamalight Subco, Inc., a Delaware corporation, as a wholly owned U.S. subsidiary of Zamalight Holdco LLC. Upon effectiveness of the Merger, Zamalight Subco, Inc. will merge with and into Praxair, Inc., with Praxair, Inc. surviving the Merger as an indirect wholly-owned subsidiary of the Company.
On July 26, 2017, the Company formed Linde Holding GmbH, a German limited liability company (GmbH), which on July 28, 2017 in turn formed Linde Intermediate Holding AG, a German stock corporation (AG), to facilitate the settlement of the Exchange Offer and a post-completion reorganization with respect to Linde AG.
4. Receivables from Shareholders
This relates to a receivable from the two shareholders and comprises two checks of €25,000 each which are being held on behalf of the Company by Praxair, Inc.’s Irish legal counsel. Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.
5. Other Assets
Other assets at December 31, 2017 of $9,129,562 relate to the costs to issue equity securities (SEC registration fee). When the business combination is completed, these costs will be reclassified to additional paid-in capital. In case the business combination is not completed, these costs will be expensed and reimbursed to Linde plc by Praxair, Inc. and Linde AG.
6. Accrued Liabilities
Accrued liabilities at December 31, 2017 for the amount of $1,644,799 consist of expenses incurred in connection with the business combination and mainly relate to fees for accounting and advisory services.
7. Related Parties
Related parties are the members of the executive bodies of the Company and those companies as described in Note 1.
On July 24, 2017 the Company entered into a cash management agreement with Praxair International Finance UC to finance the Company´s working capital obligations. The total available amount under the facility is €30,000,000. The cash management agreement is Euro denominated and has a variable interest rate of one month EUR LIBOR plus a 0% spread. The cash management agreement terminates on the earlier of the termination date of the business combination agreement or the business day immediately following the closing date of the business combination.Commitments
At December 31, 2017, $9,501,470 was2023, Linde had undrawn outstanding underletters of credit, bank guarantees and surety bonds valued at approximately $3,344 million from financial institutions. These relate primarily to customer contract performance guarantees (including plant construction in connection with certain on-site contracts), self-insurance claims and other commercial and governmental requirements, including non-U.S. litigation matters.
Other commitments related to leases, tax liabilities for uncertain tax positions, long-term debt, other post retirement and pension obligations are summarized elsewhere in the financial statements (see Notes 4, 5, 11, and 16).
NOTE 18. SEGMENT INFORMATION
Linde’s operations consist of two major product lines: industrial gases and engineering. As further described in the following paragraph, Linde’s industrial gases operations are managed on a geographic basis, which represent three of the company's reportable segments - Americas, EMEA (Europe/Middle East/Africa), and APAC (Asia/South 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 is segment operating profit. Segment operating profit is defined as operating profit excluding purchase accounting impacts of the Linde AG merger, intercompany royalties, and items not indicative of ongoing business trends. This is the manner in which the company’s CODM assesses performance and allocates resources. Similarly, total assets have not been included as this facilityis not provided to the CODM for their assessment.
The table below presents information about reportable segments for the years ended December 31, 2023, 2022 and 2021.
| | | | | | | | | | | | | | | | | |
| (Millions of dollars) | 2023 | | 2022 | | 2021 |
| Sales (a) | | | | | |
| Americas | $ | 14,304 | | | $ | 13,874 | | | $ | 12,103 | |
| EMEA | 8,542 | | | 8,443 | | | 7,643 | |
| APAC | 6,559 | | | 6,480 | | | 6,133 | |
| Engineering | 2,160 | | | 2,762 | | | 2,867 | |
| Other | 1,289 | | | 1,805 | | | 2,047 | |
| Total Sales | $ | 32,854 | | | $ | 33,364 | | | $ | 30,793 | |
| | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | 2021 |
| Segment Operating Profit | | | | | |
| Americas | $ | 4,244 | | | $ | 3,732 | | | $ | 3,368 | |
| EMEA | 2,486 | | | 2,013 | | | 1,889 | |
| APAC | 1,806 | | | 1,670 | | | 1,502 | |
| Engineering | 491 | | | 555 | | | 473 | |
| Other | 43 | | | (66) | | | (56) | |
| | | | | |
| Reported Segment operating profit | 9,070 | | | 7,904 | | | 7,176 | |
| Other charges (Note 3) | (40) | | | (1,029) | | | (273) | |
| Purchase accounting impacts - Linde AG | (1,006) | | | (1,506) | | | (1,919) | |
| Total operating profit | $ | 8,024 | | | $ | 5,369 | | | $ | 4,984 | |
| | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | 2021 |
| Depreciation and Amortization | | | | | |
| Americas | $ | 1,423 | | | $ | 1,320 | | | $ | 1,243 | |
| EMEA | 640 | | | 661 | | | 752 | |
| APAC | 633 | | | 593 | | | 611 | |
| Engineering | 33 | | | 33 | | | 39 | |
| Other | 96 | | | 116 | | | 127 | |
| | | | | |
| Segment depreciation and amortization | 2,825 | | | 2,723 | | | 2,772 | |
| Purchase accounting impacts - Linde AG | 991 | | | 1,481 | | | 1,863 | |
| Total depreciation and amortization | $ | 3,816 | | | $ | 4,204 | | | $ | 4,635 | |
| | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | 2021 |
| Capital Expenditures and Acquisitions | | | | | |
| Americas | $ | 2,999 | | | $ | 1,698 | | | $ | 1,354 | |
| EMEA | 635 | | | 550 | | | 669 | |
| APAC | 975 | | | 889 | | | 995 | |
| Engineering | 24 | | | 28 | | | 25 | |
| Other | 107 | | | 118 | | | 131 | |
| | | | | |
| Total Capital Expenditures and Acquisitions | $ | 4,740 | | | $ | 3,283 | | | $ | 3,174 | |
| | | | | |
| | | | | |
| | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | 2021 |
| Sales by Major Country | | | | | |
| United States | $ | 10,566 | | | $ | 10,553 | | | $ | 9,123 | |
| Germany (c) | 2,827 | | | 3,662 | | | 3,601 | |
| China | 2,585 | | | 2,643 | | | 2,562 | |
| United Kingdom | 1,507 | | | 1,954 | | | 2,060 | |
| Australia | 1,303 | | | 1,372 | | | 1,307 | |
| Brazil | 1,302 | | | 1,158 | | | 1,065 | |
| Other – non-U.S. | 12,764 | | | 12,022 | | | 11,075 | |
| Total sales | $ | 32,854 | | | $ | 33,364 | | | $ | 30,793 | |
| | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | 2021 |
| Long-lived Assets by Major Country (b) | | | | | |
| United States | $ | 8,490 | | | $ | 7,663 | | | $ | 7,659 | |
| Germany | 1,584 | | | 1,678 | | | 2,003 | |
| China | 2,063 | | | 2,176 | | | 2,385 | |
| United Kingdom | 684 | | | 704 | | | 1,078 | |
| Australia | 654 | | | 688 | | | 872 | |
| Brazil | 836 | | | 720 | | | 705 | |
| Other – non-U.S. | 10,241 | | | 9,919 | | | 11,301 | |
| Total long-lived assets | $ | 24,552 | | | $ | 23,548 | | | $ | 26,003 | |
________________________
(a)Sales reflect external sales only. Intersegment sales, primarily from Engineering to the industrial gases segments, were $1,479 million, $1,035 million and $896 million for the year ended December 31, 2023, 2022 and 2021, respectively.
(b)Long-lived assets include property, plant and equipment - net.
(c)Sales in Germany include Engineering sales to third parties, locally and internationally, which represent 35%, 44% and 53% of Germany sales in 2023, 2022 and 2021, respectively.
19. REVENUE RECOGNITION
Revenue is accounted for in accordance with ASC 606. Revenue is recognized as follows: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.
|
| | | | |
| | | December 31, 2017 |
| | | |
| SEC registration fee* | | $ | 9,129,562 |
|
| Incorporation of Linde Intermediate Holding AG | | 60,025 |
|
| Incorporation of Linde Holding GmbH | | 60,025 |
|
| BaFin registration fee* | | 120,050 |
|
| All other* | | 131,808 |
|
| | | $ | 9,501,470 |
|
* PaidIndustrial 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 SEC, BaFincryogenic 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.
Engineering
The company designs and manufactures equipment for air separation and other vendors by Praxair International Finance UC on behalfindustrial 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 plchas an enforceable right to payment for performance completed to date and treatedperformance 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. Changes to cost estimates and contract modifications are typically accounted for as part of the existing contract and are recognized as a non-cash transactioncumulative adjustments 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 $196 million at December 31, 2023 and $124 million at December 31, 2022. Total contract liabilities are $2,950 million at December 31, 2023 (current of $1,901 million and $1,049 million within deferred credits in the Consolidated Statementconsolidated balance sheets). As of Cash Flows.December 31, 2023, Linde has $418 million recorded in contract liabilities related to engineering projects in Russia subject to sanctions and therefore suspended and lawfully wound down. Total contract liabilities were $3,986 million at December 31, 2022 (current contract liabilities of $3,073 million and $913 million within deferred credits in the consolidated balance sheets). The decrease in contract liabilities is primarily related to a reclassification of contract liabilities to a contingent liability in other long-term liabilities associated with an engineering project in Russia (see Note 17). Revenue recognized for the twelve months ended December 31, 2023 that was included in the contract liability at December 31, 2022 was $1,017 million. Contract assets and liabilities primarily relate to the Engineering business.
8. Loss per sharePayment Terms and Other
Linde generally receives payment after performance obligations are satisfied, and customer prepayments are not typical for the industrial 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. 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 18, 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 years ended December 31, 2023, 2022 and 2021.
|
| | | | |
| | | April 18, 2017 to December 31, 2017 |
| Net income (loss) from continuing operations attributable to the owners of the company | | $ | (1,882,646 | ) |
| Weighted average shares outstanding | | 25,000 |
|
| Net income (loss) per share - basic and diluted | | $ | (75.31 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
| (Millions of dollars) | Year Ended December 31, 2023 |
| Sales | Americas | EMEA | APAC | Engineering | Other | Total | % |
| | | | | | | |
| Merchant | $ | 4,370 | | $ | 2,773 | | $ | 2,242 | | $ | — | | $ | 218 | | $ | 9,603 | | 29 | % |
| On-Site | 3,246 | | 1,980 | | 2,599 | | — | | — | | 7,825 | | 24 | % |
| Packaged Gas | 6,457 | | 3,735 | | 1,416 | | — | | 46 | | 11,654 | | 35 | % |
| Other | 231 | | 54 | | 302 | | 2,160 | | 1,025 | | 3,772 | | 12 | % |
| $ | 14,304 | | $ | 8,542 | | $ | 6,559 | | $ | 2,160 | | $ | 1,289 | | $ | 32,854 | | 100 | % |
|
| (Millions of dollars) | Year Ended December 31, 2022 |
| Sales | Americas | EMEA | APAC | Engineering | Other | Total | % |
| | | | | | | |
| Merchant | $ | 3,786 | | $ | 2,509 | | $ | 2,220 | | $ | — | | $ | 176 | | $ | 8,691 | | 26 | % |
| On-Site | 4,048 | | 2,415 | | 2,471 | | — | | — | | 8,934 | | 27 | % |
| Packaged Gas | 5,831 | | 3,466 | | 1,523 | | — | | 51 | | 10,871 | | 33 | % |
| Other | 209 | | 53 | | 266 | | 2,762 | | 1,578 | | 4,868 | | 14 | % |
| $ | 13,874 | | $ | 8,443 | | $ | 6,480 | | $ | 2,762 | | $ | 1,805 | | $ | 33,364 | | 100 | % |
| | | | | | | |
| (Millions of dollars) | Year Ended December 31, 2021 |
| Sales | Americas | EMEA | APAC | Engineering | Other | Total | % |
| | | | | | | |
| Merchant | $ | 3,279 | | $ | 2,227 | | $ | 2,181 | | $ | — | | $ | 173 | | $ | 7,860 | | 26 | % |
| On-Site | 3,225 | | 1,824 | | 2,296 | | — | | — | | 7,345 | | 24 | % |
| Packaged Gas | 5,456 | | 3,539 | | 1,532 | | — | | 24 | | 10,551 | | 34 | % |
| Other | 143 | | 53 | | 124 | | 2,867 | | 1,850 | | 5,037 | | 16 | % |
| $ | 12,103 | | $ | 7,643 | | $ | 6,133 | | $ | 2,867 | | $ | 2,047 | | $ | 30,793 | | 100 | % |
9. Commitments
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 Contingenciesalso have minimum purchase requirements. Additionally, plant sales from the Linde Engineering business are primarily contracted on a fixed price basis. The company estimates the consideration related to future minimum purchase requirements and plant sales was approximately $48 billion (excludes Russian projects which are impacted by sanctions). This amount excludes all on-site 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 will be earned in the next five years and the remaining thereafter.
There are no pending legal proceedings or claims against the Company.
20. SUBSEQUENT EVENTS
10. Quarterly Data (Unaudited)
In February 2024, Linde issued €700 million of 3.00% notes due in 2028, €850 million of 3.20% notes due in 2031 and €700 million of 3.40% notes due in 2036.
|
| | | | | | | | | | | | |
| 2017 | April 18, 2017 - June 30, 2017 | Q3 | Q4 | April 18, 2017 - December 31, 2017 |
| Other expenses | $ | 462,640 |
| $ | 290,825 |
| $ | 1,129,181 |
| $ | 1,882,646 |
|
| Operating loss | (462,640 | ) | (290,825 | ) | (1,129,181 | ) | (1,882,646 | ) |
| Net finance costs | — |
| — |
| — |
| — |
|
| Loss before tax | (462,640 | ) | (290,825 | ) | (1,129,181 | ) | (1,882,646 | ) |
| Income tax | — |
| — |
| — |
| — |
|
| Net income (loss) for the period | (462,640 | ) | (290,825 | ) | (1,129,181 | ) | (1,882,646 | ) |
| | | | | |
| Net income (loss) per share - basic and diluted | $ | (18.51 | ) | $ | (11.63 | ) | $ | (45.17 | ) | $ | (75.31 | ) |
| Weighted average shares outstanding - basic and diluted | 25,000 |
| 25,000 |
| 25,000 |
| 25,000 |
|
ItemITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ItemITEM 9A. Controls and Procedures
CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Based on an evaluation of the effectiveness of Linde plc’sLinde’s disclosure controls and procedures, which was made under the supervision and with the participation of management, including Linde plc’sLinde’s principal executive officer and principal financial officer, the principal executive officer and principal financial officer hashave each concluded that, as of the end of the quarterly period covered by this report,December 31, 2023, such disclosure controls and procedures are effective in ensuring that information required to be disclosed by Linde plc in reports that it files or submits under the Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and accumulated and communicated to management including Linde plc’sLinde’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Refer to Item 8 for Management’s Report on Internal Control Over Financial Reporting as of December 31, 2023.
Changes in Internal Control over Financial Reporting
There were no changes in Linde plc’sLinde’s internal control over financial reporting that occurred during the fourth quarter of 2017ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, Linde plc’sLinde’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
This Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of Linde plc's independent registered accounting firm due to a transition period established by rules of the SEC for newly public companies.
ItemITEM 9B. Other Information
OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Item 10. Directors, Executive Officers
Certain information required by this item is incorporated herein by reference to the sections captioned “Corporate Governance and CorporateBoard Matters - Director Nominees" and “Corporate Governance And Board Matters - "Delinquent Section 16 (a) Reports" in Linde’s Proxy Statement.
Corporate Governance StructureIdentification of Linde plc
Overviewthe Audit Committee
Linde plc is required to comply with the Companies Act 2014 (as amended) (Ireland). However, there is no corporate governance regime applicable to Linde plc in Ireland because the Linde plc shares are not listed in Ireland. Following completion of the business combination, Linde plc will be subject to the corporate governance frameworks required by virtue of the listing of the Linde plc shares on the New York Stock Exchange and Frankfurt Stock Exchange.
Directors
Linde plc is currently managed byhas a board of directors with four directors, two designated by Praxair and two by Linde. Decisions of the board prior to the completion of the business combination may only be made by a majority of the directors. Under its existing constitution, the directors of Linde plc serve indefinitely and are not subject to annual re-election.
The following individuals are currently the directors of Linde plc:
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| | |
| | |
Name | Age | Present Principal Occupation or Employment, Employment History and Other
Directorships Held in the Last Five Years
|
Guillermo Bichara | 43 | Mr. Bichara was appointed Vice President, General Counsel and Corporate Secretary of Praxair, Inc. effective January 1, 2015. Prior to this, from 2013 - 2014, he was Associate General Counsel and Assistant Secretary. From 2011 - 2013, Mr. Bichara served as Associate General Counsel with responsibility for Praxair Europe, Praxair Mexico and corporate transactions. He was Vice President and General Counsel of Praxair Asia from 2007 - 2011, and joined Praxair in 2006 as director of legal affairs at Praxair Mexico. Prior to joining Praxair, Mr. Bichara served as corporate counsel at CEMEX, Mexico’s global leader in the building materials industry, and was a foreign associate and counsel, respectively, at the law firms of Skadden, Arps, Slate, Meagher & Flom and White & Case. |
| | |
Andrew Brackfield | 61 | Mr. Brackfield serves as Head of Legal, M&A, at Linde, a position that he has held since September 2015. He was Head of Legal M&A and Finance from 2012 until 2015 and prior to that held senior legal positions within Linde and The BOC Group Limited, which was acquired by Linde in 2006. Mr. Brackfield is also a Director of a number of Linde subsidiaries. Prior to joining The BOC Group Limited, Mr. Brackfield was a partner at Linklaters. He holds the position of company secretary at Linde plc.
Mr. Brackfield is an English solicitor and holds a law degree from the University of Cambridge.
|
| | |
Christopher Cossins | 51 | Mr. Cossins has served as Head of Tax, UK and Financial Restructuring for Linde since 2007. Mr. Cossins is also a Director of a number of Linde subsidiaries. Prior to joining The BOC Group Limited, Mr. Cossins was employed by KPMG. He holds the positions of principal executive officer, principal financial officer and principal accounting officer of Linde plc.
Mr. Cossins is a chartered accountant and holds an engineering degree from the University of Nottingham.
|
| | |
Richard L. Steinseifer | 60 | Mr. Steinseifer was named vice president of Mergers and Acquisitions for Praxair, Inc. in 2005. He has primary responsibility for the implementation of all merger, acquisition, divestiture and joint-venture transactions for the company, its affiliates and subsidiaries.
Mr. Steinseifer joined Praxair in 1996 as director of financial services for Praxair’s largest business unit, North American Industrial Gases. In 2001, he was named director of acquisitions for Healthcare and, in 2003, his role was expanded to vice president, business development. Prior to joining Praxair, Mr. Steinseifer held positions as vice president, controller and director, international business development, during his six years at Liquid Carbonic, the industrial gases division of CBI Industries. Prior to that, he spent eight years with GE Medical Systems and four years with J.I. Case Company in financial management positions.
|
All four of the existing directors will resign effective at the closing of the business combination and will be replaced with the directors determined by Praxair and Lindeseparately-designated standing Audit Committee established in accordance with the Linde plc constitution.
The directors of Linde plc can be reached at Linde plc’s principal executive offices: The Priestley Centre, 10 Priestley Road, The Surrey Research Park, Guildford, Surrey GU2 7XY, United Kingdom (tel. +44 1483 242200).
Section 16(a) Beneficial Ownership Reporting Compliance
Because the Company’s ordinary shares are not registered under Section 123(a)(58)(A) of the Securities Exchange Act of 1934 as amended (the "Exchange Act"“Exchange Act”). The members of that audit committee are Prof. Dr. Martin H. Richenhagen (chairman), Dr. Thomas Enders, Dr. Victoria Ossadnik and Alberto Weisser and each member is independent within the Company’s officers, directors and persons who own more than ten percentmeaning of the Company’s ordinary shares, are not requiredindependence standards adopted by the Board of Directors and those of the Nasdaq.
Audit Committee Financial Expert
The Linde Board of Directors has determined that Alberto Weisser satisfy the criteria adopted by the SEC to file reportsserve as an “audit committee financial expert” as defined by Item 407(d)(5)(ii) of ownership and reports of changes in ownership under Section 16(a)Regulation S-K of the Exchange Act withand is independent within the SEC.meaning of the independence standards adopted by the Board of Directors and those of the Nasdaq.
Code of Ethics
Linde plc has not adopted a code of ethics. Givenethics that applies to the nature of the Company’s business,company’s directors and all employees, including its limited shareholder baseChief Executive Officer, Chief Financial Officer, and current composition of management, the board does not believe that the Company requires aChief Accounting Officer. This code of ethics, at this time.
Committees
Linde plc has not yet established an audit committee, a nomination and governance committee or a compensation committee.
Executive Officersincluding specific standards for implementing certain provisions of the Registrantcode, has been approved by the Linde Board of Directors and is named the “Code of Business Integrity”. This document is posted on the company’s public website, www.linde.com but is not incorporated herein.
Christopher Cossins
ITEM 11. EXECUTIVE COMPENSATION
Information required by this item is incorporated herein by reference to the principal executive officer, principal financial officersections captioned “Executive Compensation Matters” and principal accounting officer“Corporate Governance and Board Matters - Director Compensation” in Linde’s Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Item 11. Executive Compensation
As of the date of this report, the Company has not paid any compensation to its directors or executive officer.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial Owners
As of the date of this report, Enceladus and Cumberland are the Company's only shareholders, each holding 12,500 A ordinary shares, nominal value of €1.00 each, in the capital of Linde plc.
Equity Compensation Plans
As Information - The table below provides information as of December 31, 2017,2023 about company shares that may be issued upon the Company did not have anyexercise of options, warrants and rights granted to employees or members of Linde’s Board of Directors under equity compensation plans (including individual compensation arrangements) under which equity securitieswith awards outstanding as of December 31, 2023.
EQUITY COMPENSATION PLANS TABLE
| | | | | | | | | | | | | | | | | | | | |
| Plan Category | Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights (a) | | Weighted-average
exercise price of
outstanding options,
warrants and rights (b) | | Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a)) (c) | |
| Equity compensation plans approved by shareholders | 7,034,362 | | (1) | $ | 180.58 | | | 7,661,431 | | (2) |
| Equity compensation plans not approved by shareholders | — | | | — | | | — | | |
| Total | 7,034,362 | | | $ | 180.58 | | | 7,661,431 | | |
________________________
(1)This amount includes 637,600 restricted shares and 571,628 performance shares.
(2)This amount reflects shares available for future issuances pursuant to the registrant were authorized for issuance.
Item 13. Certain Relationships and Related Transactions and Director Independence
Director Independence
The Company has not established its own standard for determining whether its directors and nominees for directors are “independent” nor has it adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation system. Under the independence standards of the New York Stock Exchange, on which the Company’s stock is expected to be listed and traded following completion of the business combination, Messrs. Cossins and Brackfield would not be deemed to be “independent” given that Mr. Cossins is also the principal executive officer, principal financial officer and principal accounting officer of2021 Linde plc and Mr. Brackfield is also the corporate secretary of Linde plc. In addition to serving as members of the Linde plc board of directors, Messrs. Brackfield and Cossins are employedLong Term Incentive Plan that was approved by Linde. In this context, they participate in Linde’s share-based incentive program for executives, the Linde LTIP and the retention scheme which was set up by Linde in connection with the business combination and have entered into indemnification agreements with Linde. Besides this, Messrs. Brackfield and Cossins hold Linde shares. Messrs. Bichara and Steinseifer would not be deemed to be “independent” under the independence standards of the New York Stock Exchange because in addition to serving as members of the Linde plc board of directors, Messrs. Bichara and Steinseifer are employed by Praxair, Inc. In their capacities as employees of Praxair, Inc., Messrs. Bichara and Steinseifer receive a salary which comprises, among others, equity awards. In this context, Messrs. Bichara and Steinseifer hold Praxair shares and other equity-based awards for Praxair.shareholders on July 26, 2021.
In their capacity as members of the Linde plc board of directors, Messrs. Bichara, Steinseifer, Brackfield and Cossins receive no compensation and none of them holds shares or equity-based instruments in Linde plc.
Certain Relationships and Transactions
Linde plc has not yet adopted a policy for review of related person transactions. Given the nature of the Company’s business, its limited shareholder base and current composition of management, the board does not believe that the Company requires a policy at this time.
On July 24, 2017 the Company entered into a cash management agreement with Praxair International Finance UC to finance the Company´s working capital obligations. The total available amount under the facility is €30,000,000. The cash management agreement is Euro denominated and has a variable interest rate of one month EUR LIBOR plus a 0% spread. The cash management agreement terminates on the earlier of the termination date of the business combination agreement or the business day immediately following the closing date of the business combination. At December 31, 2017, $9,501,470 was outstanding under this facility (see Note 7 to the consolidated financial statements).
Item 14. Principal Accounting Fees and Services
The information required by this item is set forth below.
Independent Auditor Selection
The Company's board of directors has not yet established an audit committee. Therefore, it isregarding the responsibilitybeneficial ownership of the entire board of directorscompany’s ordinary shares is incorporated herein by reference to serve the functions of an audit committee and to pre-approve all audit and permitted non-audit services to be performed by the independent auditors, such approval to take place in advance of such services whensection captioned “Information on Share Ownership” in Linde’s Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Information required by law, regulation, or rule, subjectthis item is incorporated herein by reference to the de minimis exceptions for non-audit services describedsections captioned “Corporate Governance And Board Matters – Review, Approval or Ratification of Transactions with Related Persons,” “Corporate Governance And Board Matters – Certain Relationships and Transactions,” and “Corporate Governance And Board Matters – Director Independence” in Section 10A(i)(1)(B) of the Exchange Act that are approvedLinde’s Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information required by the board prior to completion of the audit. PricewaterhouseCoopers LLP (“PWC”) was selected as Linde plc's independent auditor for 2017.
Fees Paidthis item is incorporated herein by reference to the Independent Auditorsection captioned “Audit Matters” in Linde’s Proxy Statement.
The following is a summary of fees billed by PWC in 2017 for its services.
|
| | | | | | | | | | | | |
| | Types of Fees | |
| | Audit | Audit - Related | Tax | All Other | Total | Non-Audit Fees % of Total Audit Fees |
| 2017 | 210,000 |
| 58,900 |
| — |
| — |
| 268,900 |
| 28 | % |
Audit Fees
Audit-Related Fees
These are fees paid for assurance and related services rendered that are reasonably related to the performance of the audit or review of Linde plc’s financial statements other than the fees disclosed in the foregoing paragraph. These fees included those related to work associated with financial statements prepared under International Financial Reporting Standards.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Item 15. Exhibits and Financial Statement Schedules
(a)The following documents are filed as part of this report:
| |
(1) | The company’s 2017 Consolidated Financial Statements and the Report of the Independent Registered Public Accounting Firm are included in Part II, Item 8. Financial Statements and Supplementary Data. |
| |
(2) | Financial Statement Schedules – All financial statement schedules have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. |
| |
(3) | Exhibits – The exhibits filed as part of this Annual Report on Form 10-K are listed in the accompanying index. |
(i)The company’s 2023 Consolidated Financial Statements and the Report of the Independent Registered Public Accounting Firm are included in Part II, Item 8. Financial Statements and Supplementary Data.
(ii)Financial Statement Schedules – All financial statement schedules have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
(iii)Exhibits – The exhibits filed as part of this Annual Report on Form 10-K are listed in the accompanying index.
INDEX TO EXHIBITS
Linde plc and Subsidiaries
| | | | | | | | |
| Exhibit No. | | Description |
| | | |
| 2.1 | | Exhibits | |
| | | |
| 2.01 | | Business Combination Agreement dated June 1, 2017, by and among Linde Aktiengesellschaft, Praxair, Inc., Linde Aktiengesellschaft, Linde Plc (formerly known as Zamalight plc),PLC, Zamalight Holdco LLC and Zamalight Subco, Inc. was fileddated as Annex Aof June 1, 2017 (Filed as Exhibit 2.1 to the proxy statement/prospectus forming a part of the Registration StatementPraxair, Inc.'s Current Report on Form S-4 of Linde Plc filed on8-K dated June 5,1, 2017, as amended (file no. 333-218485)Filing No. 1-11037, and is incorporated herein by reference.) |
| | | |
| 2.1a | | 2.01(i) | Amendment No. 1, dated August 10, 2017, to the Business Combination Agreement, by and among Praxair, Inc., Linde Aktiengesellschaft, Linde plc, (formerly known as Zamalight plc), Zamalight Holdco LLC and Zamalight Subco, Inc. was filed(Filed as Annex AExhibit 2.1 to Praxair, Inc.'s Current Report on Form 8-K dated August 10, 2017, Filing No. 1-11037, and is incorporated hereby by reference.) |
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| **2.2 | | |
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| **2.3 | | Sale and Purchase Agreement, dated July 16, 2018, by and among Linde AG, Praxair, Inc., MG Industries GmbH, Messer Canada Inc., MG Industries USA, Inc. (the MG entities and Messer Canada, Inc. being collectively referred to as “Messer”), and Linde plc with respect to the sale of certain assets of Linde Plc, filedAG in the Americas and certain assets of Praxair, Inc. to Messer in connection with the Business Combination Agreement (Filed as Exhibit 2.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-38730, and is incorporated hereby by reference). |
| |
| **2.3a | | First Amendment dated September 21, 2018 to the Sale and Purchase Agreement, dated July 16, 2018, by and among Linde AG, Praxair, Inc., Messer, and Linde plc with respect to the sale of certain additional assets of Linde AG in the Americas to Messer in connection with the Business Combination Agreement (Filed as Exhibit 2.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-38730, and is incorporated hereby by reference). |
| |
| **2.3b | | Second Amendment dated October 19, 2018 to the Sale and Purchase Agreement, dated July 16, 2018, as amended by the First Amendment thereto, by and among Linde AG, Praxair, Inc., Messer, and Linde plc, with respect to the sale of certain additional assets of Linde AG in the Americas to Messer in connection with the Business Combination Agreement (Filed as Exhibit 2.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-11037, and is incorporated hereby by reference). |
| | |
| **2.3c | | Third Amendment dated February 20, 2019 to the Sale and Purchase Agreement, dated July 16, 2018, as amended by the First and Second Amendment thereto, by and among Linde AG, Praxair, Inc., Messer, and Linde plc, with respect to the sale of certain additional assets of Linde AG in the Americas to Messer in connection with the Business Combination Agreement dated as of June 5,1, 2017, as amended, (file no. 333-218485)to effect a combination of the businesses of Linde AG and Praxair, Inc. (Filed as Exhibit 2.4 to the Company’s Current Report on Form 8-K, filed on March 7, 2019, File No. 1-11037, and is incorporated hereby by reference). |
| |
| 3.01 | | |
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| 4.01 | | |
| | |
| 4.02 | | Indenture, dated as of July 15, 1992, between Praxair, Inc. and U.S. Bank National Association, as the ultimate successor trustee to Bank of America, Illinois, formerly Continental Bank, National Association (Filed as Exhibit 4 to Praxair, Inc.'s Current Report on Form 8-K dated March 19, 2007, Filing No. 1-11037, and incorporated herein by reference). |
| | |
| 4.03 | | |
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| 4.04 | | | |
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| 4.05 | | 3.01 |
| | |
| | | | | | | | |
| 4.06 | | |
| | |
| 4.07 | | Public LimitedSupplemental Indenture, dated as of March 1, 2023, by and among the Company, ConstitutionLinde Inc., Linde GmbH and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, to that certain indenture, dated as of July 15, 1992, by and among Linde Inc. and U.S. Bank National Association, as trustee (Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on March 1, 2023, File No. 001-38730, and incorporated herein by reference). |
| | |
| 4.08 | | Supplemental Indenture, dated as of March 1, 2023, by and among the Company, Linde Inc., Linde GmbH and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, to that certain indenture, dated as of August 10, 2020, by and among Linde Inc., the Predecessor and U.S. Bank National Association, as trustee(Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on March 1, 2023, File No. 001-38730, and incorporated herein by reference). |
| | |
| 4.09 | | Supplemental Indenture, dated as of September 3, 2019, among Linde plc, Praxair, Inc., Linde AG and U.S. Bank National Association, as trustee (Filed as Exhibit 4.2 to the Linde plc Form 8-K dated September 6, 2019, Filing No. 1-38730, and incorporated herein by reference). |
| | |
| 4.10 | | |
| 4.11 | | | |
| | |
| 4.12 | | 21.01 | |
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| 4.13 | | Amended and Restated Fiscal Agency Agreement, dated May 4, 2023, among Linde plc, as Issuer, and Deutsche Bank Aktiengesellschaft, as Fiscal Agent and Paying Agent (Filed as Exhibit 4.6 to the Linde plc Form 8-K, dated June 12, 2023, Filing No. 1-38730, and incorporated herein by reference.) |
| | |
| 4.14 | | Fiscal Agency Agreement, dated May 11, 2020, among Linde plc, as Issuer and as Guarantor, Linde Finance B.V., as Issuer, and Deutsche Bank Aktiengesellschaft, as Fiscal Agent and Paying Agent (Filed as Exhibit 4.6 to the Linde plc Form 8-K dated May 26. 2020, Filing No 1-37830, and incorporated herein by reference). |
| | |
| 4.15 | | |
| | |
| 4.16 | | Amended and Restated Fiscal Agency Agreement, dated August 3, 2021, among Linde plc, as Issuer and as Guarantor, Linde Finance B.V., as Issuer, and Deutsche Bank Aktiengesellschaft, as Fiscal Agent and Paying Agent (Filed as Exhibit 4.6 to Linde plc 's current report on Form 8-K, dated September 30, 2021, Filing No. 1-38730, and incorporated herein by reference). |
| | |
| 4.17 | | Copies of the agreements related to long-term debt which are not required to be filed as Exhibit 21.01exhibits to Amendment No. 3this Annual Report on Form 10-K will be furnished to the Registration StatementSecurities and Exchange Commission upon request. |
| | |
| *10 | |
|
| | |
| 10.01 | | | Amended and Restated Five Year Credit Agreement, dated as of December 7, 2022, among Linde plc, certain of its subsidiaries parties thereto as borrowers, the lenders party thereto and Bank of America, N.A., as Administrative Agent.(Filed as Exhibit 10.1 to Linde plc's current report on Form 8-K, dated December 8, 2022, Filing No. 1-38730, and incorporated herein by reference) |
| |
| 10.02 | | 31.01364-Day Credit Agreement, dated as of December 6, 2023, among Linde plc, the Subsidiary Borrowers, certain Subsidiary Guarantors, the lenders party thereto and Bank of America, N.A., as Administrative Agent.(Filed as Exhibit 10.1 to Linde plc's current report on Form 8-K, dated December 6, 2023, Filing No. 1-38730, and incorporated herein by reference) |
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| *10.03 | | |
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| *10.03a | | |
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| *10.03b | | |
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| *10.03c | | |
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| *10.03d | | |
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| *10.04 | | |
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| *10.05 | | |
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| *10.05a | | |
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| *10.05b | | |
| *10.05c | | |
| *10.05d | | |
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| *10.05e | | |
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| *10.05f | | |
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| *10.05g | | |
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| *10.05h | | |
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| *10.06 | | |
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| *10.06a | | |
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| *10.06b | | |
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| *10.06c | | |
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| *10.06d | | |
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| *10.06e | | |
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| *10.06f | |
|
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| *10.07 | | |
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| *10.08 | | |
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| *10.09 | | |
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| *10.10 | | |
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| *10.10a | | |
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| *10.10b | | |
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| *10.10c | | |
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| *10.10d | | |
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| *10.10e | | |
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| *10.10f | |
|
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| *10.10g | | |
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| *10.10h | | |
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| *10.10i | | |
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| *10.10j | | |
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| *10.10k | | |
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| *10.10l | | |
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| *10.11 | | |
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| 10.12 | | |
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| 10.13 | | |
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| *10.14 | | |
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| 21.01 | | |
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| 23.01 | | |
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| 31.01 | | |
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| 31.02 | | |
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| 32.01 | | 32.01 | |
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| 32.02 | | |
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| 97.1 | | |
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| 101.INS | | XBRL Instance Document: The XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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| 101.SCH | | 101.SCH | XBRL Taxonomy Extension Schema |
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| 101.CAL | | 101.CAL | XBRL Taxonomy Extension Calculation Linkbase |
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| 101.LAB | | 101.LAB | XBRL Taxonomy Extension Label Linkbase |
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| 101.PRE | | 101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
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| 101.DEF | | 101.DEF | XBRL Taxonomy Extension Definition Linkbase |
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Copies of exhibits incorporated by reference can be obtained from the SEC and are located in SEC File No. 1-11037.
| | | | | |
| * | Indicates a management contract or compensatory plan or arrangement. |
| ** | Certain schedules or similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplemental copies of any of the omitted schedules or attachments upon request by the SEC. |
ITEM 16. FORM 10-K SUMMARY
None.
SIGNATURES
Linde plc and Subsidiaries
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | | | | | | | | | | | | | |
| | Linde plc |
| | | |
| | Linde plc | |
| | |
| | (Registrant) | |
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Date: March 23, 2018February 28, 2024 | By: | By: /s/ Christopher Cossins | /s/ KELCEY E. HOYT |
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| | Christopher Cossins | |
| | Principal Executive Officer, Principal Finance Officer, and PrincipalKelcey E. Hoyt Chief Accounting Officer | |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 23, 2018.
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| /s/ STEPHEN F. ANGEL | | /s/ SANJIV LAMBA | | /s/ MATTHEW J. WHITE |
Stephen F. Angel Chairman | | Sanjiv Lamba Chief Executive Officer and Director | | Matthew J. White Chief Financial Officer |
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/s/ Guillermo BicharaPROF. DDR. ANN-KRISTIN ACHLIETNER | | /s/ Andrew BrackfieldROBERT L. WOOD | | /s/ Christopher CossinsDR. THOMAS ENDERS |
Guillermo BicharaAnn-Kristin Achleitner
Director | | Andrew BrackfieldRobert L. Wood
Director | | Christopher CossinsThomas Enders
Director |
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/s/ Richard L. SteinseiferJOSEF KAESER | | /s/ DR. VICTORIA OSSADNIK | | | /s/ ALBERTO WEISSER |
Richard L. SteinseiferJosef Kaeser
Director | | Victoria Ossadnik Director | | Alberto Weisser Director |
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| /s/ PROF. DR. MARTIN H. RICHENHAGEN | | /s/ HUGH GRANT | | |
Martin Richenhagen Director | | Hugh Grant Director | | |
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SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT
No annual report to security holders covering the Registrant's last fiscal year or proxy material has been sent to security holders.