INDEX TO NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Notes to Condensed Consolidated Financial Statements - Linde plc and Subsidiaries (Unaudited)
1. Summary of Significant Accounting Policies
Presentation of Condensed Consolidated Financial Statements - In the opinion of Linde management, the accompanying condensed consolidated financial statements include all adjustments necessary for a fair presentation of the results for the interim periods presented and such adjustments are of a normal recurring nature. The accompanying condensed consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements of Linde plc and subsidiaries in Linde's 2019 Annual Report on Form 10-K. There have been no material changes to the company’s significant accounting policies during 2020.
Accounting Standards Implemented in 2020
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•
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Credit Losses on Financial Instruments –In June 2016, the FASB issued updated guidance 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 is effective for the company beginning in the first quarter 2020 and requires companies to apply the change in accounting on a modified retrospective basis. The adoption of the guidance had an immaterial impact on the consolidated financial statements.
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•
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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 is effective for the company beginning in the first quarter 2020. The adoption of the guidance had no impact on the consolidated financial statements.
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•
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Fair Value Measurement Disclosures - In August 2018, the FASB issued guidance that modifies the disclosure requirements for fair value measurements. The guidance is effective in fiscal year 2020, with early adoption permitted. Certain amendments must be applied prospectively while other amendments must be applied retrospectively. The adoption of the guidance had an immaterial impact on the consolidated financial statements.
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Accounting Standards to be Implemented
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•
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Retirement Benefit Disclosures - In August 2018, the FASB issued guidance that modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement benefit plans. The guidance is effective in fiscal year 2021, with early adoption permitted, and must be applied on a retrospective basis. The company is evaluating the impact this guidance will have on the disclosures in the notes to the consolidated financial statements.
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Reclassifications – Certain prior years’ amounts have been reclassified to conform to the current year’s presentation.
Other Developments
Linde has been actively monitoring the COVID-19 situation and its impact globally. Our priority has been the safety of our employees and the needs of our customers. The spread of COVID-19 has caused us to modify our business practices (including employee travel, employee work locations, and cancellation of physical participation in meetings and events), and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers, suppliers and other stakeholders. The ultimate magnitude of COVID-19, including the extent of its impact on the Company’s operational results, which could be material, will be determined by the length of time that such circumstances continue, measures taken to prevent its spread, its effect on the supply chain and the demand for the Company’s products and services, as well as the effect of governmental and public actions taken in response.
2. Cost Reduction Programs and Other Charges
2020 Charges
Cost reduction programs and other charges were $131 million for the three months ended March 31, 2020 ($95 million after tax). The following table summarizes the activities related to the company's cost reduction charges for the three months ended March 31, 2020:
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Quarter Ended March 31, 2020
|
(millions of dollars)
|
Severance costs
|
|
Other cost reduction charges
|
|
Total cost reduction program related charges
|
|
Merger-related and other charges
|
|
Total
|
Americas
|
$
|
6
|
|
|
$
|
15
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
21
|
|
EMEA
|
26
|
|
|
—
|
|
|
26
|
|
|
3
|
|
|
29
|
|
APAC
|
2
|
|
|
2
|
|
|
4
|
|
|
8
|
|
|
12
|
|
Engineering
|
14
|
|
|
—
|
|
|
14
|
|
|
1
|
|
|
15
|
|
Other
|
10
|
|
|
3
|
|
|
13
|
|
|
41
|
|
|
54
|
|
Total
|
$
|
58
|
|
|
$
|
20
|
|
|
$
|
78
|
|
|
$
|
53
|
|
|
$
|
131
|
|
Cost Reduction Programs
Total cost reduction program related charges were $78 million for the three months ended March 31, 2020 ($56 million after tax).
Severance costs
Severance costs of $58 million for the three months ended March 31, 2020 are for the elimination of approximately 600 positions, largely in the EMEA and Engineering segments, of which approximately 450 have terminated employment. The majority of these actions are anticipated to be completed by 2021.
Other cost reduction charges
Other cost reduction charges of $20 million for the three months ended March 31, 2020 are primarily charges related to the execution of the company's synergistic actions including location consolidations and business rationalization projects, software and process harmonization, and associated non-recurring costs.
Merger-related Costs and Other Charges
Linde incurred merger-related costs and other charges which totaled $53 million ($39 million after tax) for the three months ended March 31, 2020.
Cash Requirements
The total cash requirements of the cost reduction program and other charges during the three months ended March 31, 2020 are estimated to be approximately $74 million. Total cost reduction programs and other charges, net of payments in the condensed consolidated statements of cash flows for the three months ended March 31, 2020 also reflects the impact of cash payments of liabilities, including merger-related tax liabilities, accrued as of December 31, 2019.
The following table summarizes the activities related to the company's cost reduction related charges for the three months ended March 31, 2020:
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|
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|
|
|
|
|
|
|
|
(millions of dollars)
|
Severance costs
|
|
Other cost reduction charges
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|
Total cost reduction program related charges
|
|
Merger-related and other charges
|
|
Total
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Balance, December 31, 2019
|
$
|
117
|
|
|
$
|
16
|
|
|
$
|
133
|
|
|
$
|
67
|
|
|
$
|
200
|
|
2020 Cost Reduction Programs and Other Charges
|
58
|
|
|
20
|
|
|
78
|
|
|
53
|
|
|
131
|
|
Less: Cash payments
|
(24
|
)
|
|
(4
|
)
|
|
(28
|
)
|
|
(36
|
)
|
|
(64
|
)
|
Less: Non-cash charges
|
—
|
|
|
(15
|
)
|
|
(15
|
)
|
|
(39
|
)
|
|
(54
|
)
|
Foreign currency translation and other
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
(3
|
)
|
Balance, March 31, 2020
|
$
|
150
|
|
|
$
|
17
|
|
|
$
|
167
|
|
|
$
|
43
|
|
|
$
|
210
|
|
2019 Charges
Cost reduction programs and other charges were $89 million for the quarter ended March 31, 2019 ($81 million after tax and noncontrolling interests), including merger-related costs of $56 million ($53 million after-tax) and synergy-related charges, primarily severance, of $33 million ($28 million after-tax).
Classification in the condensed consolidated financial statements
The costs are shown within operating profit in a separate line item on the consolidated statements of income. On the condensed consolidated statement of cash flows, the impact of these costs, net of cash payments, is shown as an adjustment to reconcile net income to net cash provided by operating activities. In Note 10 - Segments, Linde excluded these costs 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.
3. Supplemental Information
Receivables
For trade receivables an expected credit loss approach was adopted as of January 1, 2020. 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 based on 2 years 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 critically evaluated based on the expectations of the responsible management team regarding the collectability of the receivables. Gross receivables aged less than one year were $4,177 million and $4,390 million at March 31, 2020 and December 31, 2019 respectively and gross receivables aged greater than one year were $261 million and $249 million at March 31, 2020 and December 31, 2019 respectively. Receivables aged greater than one year are generally fully reserved unless specific circumstances warrant exceptions.
Trade receivables net of reserves were $4,084 million at March 31, 2020 and $4,322 million at December 31, 2019. Allowances for expected credit losses were $363 at March 31, 2020 and $306 million at December 31, 2019. Provisions for expected credit losses were $46 million and $56 million for the three months ended March 31, 2020 and 2019, respectively. The allowance activity in the three months ended March 31, 2020 related to write-offs of uncollectible amounts, net of recoveries and currency movements is not material.
Inventories
The following is a summary of Linde's consolidated inventories:
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(Millions of dollars)
|
March 31,
2020
|
|
December 31,
2019
|
Inventories
|
|
|
|
Raw materials and supplies
|
$
|
374
|
|
|
$
|
396
|
|
Work in process
|
338
|
|
|
331
|
|
Finished goods
|
977
|
|
|
970
|
|
Total inventories
|
$
|
1,689
|
|
|
$
|
1,697
|
|
4. Debt
The following is a summary of Linde's outstanding debt at March 31, 2020 and December 31, 2019:
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(Millions of dollars)
|
March 31,
2020
|
|
December 31,
2019
|
SHORT-TERM
|
|
|
|
Commercial paper and U.S. bank borrowings
|
$
|
3,994
|
|
|
$
|
996
|
|
Other bank borrowings (primarily international)
|
854
|
|
|
736
|
|
Total short-term debt
|
4,848
|
|
|
1,732
|
|
LONG-TERM (a)
|
|
|
|
(U.S. dollar denominated unless otherwise noted)
|
|
|
|
2.25% Notes due 2020
|
300
|
|
|
300
|
|
1.75% Euro denominated notes due 2020 (b)
|
1,113
|
|
|
1,137
|
|
0.634% Euro denominated notes due 2020
|
55
|
|
|
56
|
|
4.05% Notes due 2021
|
499
|
|
|
499
|
|
3.875% Euro denominated notes due 2021 (b)
|
694
|
|
|
711
|
|
3.00% Notes due 2021
|
499
|
|
|
499
|
|
0.250% Euro denominated notes due 2022 (b)
|
1,110
|
|
|
1,129
|
|
2.45% Notes due 2022
|
599
|
|
|
599
|
|
2.20% Notes due 2022
|
499
|
|
|
499
|
|
2.70% Notes due 2023
|
499
|
|
|
499
|
|
2.00% Euro denominated notes due 2023 (b)
|
761
|
|
|
776
|
|
5.875% GBP denominated notes due 2023 (b)
|
428
|
|
|
456
|
|
1.20% Euro denominated notes due 2024
|
605
|
|
|
615
|
|
1.875% Euro denominated notes due 2024 (b)
|
356
|
|
|
361
|
|
2.65% Notes due 2025
|
398
|
|
|
398
|
|
1.625% Euro denominated notes due 2025
|
547
|
|
|
556
|
|
3.20% Notes due 2026
|
725
|
|
|
725
|
|
3.434% Notes due 2026
|
196
|
|
|
196
|
|
1.652% Euro denominated notes due 2027
|
91
|
|
|
93
|
|
1.00% Euro denominated notes due 2028 (b)
|
865
|
|
|
872
|
|
1.90% Euro denominated notes due 2030
|
117
|
|
|
118
|
|
3.55% Notes due 2042
|
662
|
|
|
662
|
|
Other
|
10
|
|
|
10
|
|
International bank borrowings
|
262
|
|
|
309
|
|
Obligations under finance leases
|
137
|
|
|
149
|
|
|
12,027
|
|
|
12,224
|
|
Less: current portion of long-term debt
|
(2,006
|
)
|
|
(1,531
|
)
|
Total long-term debt
|
10,021
|
|
|
10,693
|
|
Total debt
|
$
|
16,875
|
|
|
$
|
13,956
|
|
|
|
(a)
|
Amounts are net of unamortized discounts, premiums and/or debt issuance costs as applicable.
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|
|
(b)
|
March 31, 2020 and December 31, 2019 included a cumulative $9 million and $38 million adjustment to carrying value, respectively, related to hedge accounting of interest rate swaps. Refer to Note 5 for additional information.
|
The company maintains a $5 billion unsecured revolving credit agreement with a syndicate of banking institutions that expires March 26, 2024. There are no financial maintenance covenants contained within the credit agreement. No borrowings were outstanding under the credit agreement as of March 31, 2020.
5. Financial Instruments
In its normal operations, Linde is exposed to market risks relating to fluctuations in interest rates, foreign currency exchange rates, energy costs and to a lesser extent precious metal prices. The objective of financial risk management at Linde is to minimize the
negative impact of such fluctuations on the company’s earnings and cash flows. To manage these risks, among other strategies, Linde routinely enters into various derivative financial instruments (“derivatives”) including interest-rate swap and treasury rate lock agreements, currency-swap agreements, forward contracts, currency options, and commodity-swap agreements. These instruments are not entered into for trading purposes and Linde only uses commonly traded and non-leveraged instruments.
There are three types of derivatives that the company enters into: (i) those relating to fair-value exposures, (ii) those relating to cash-flow exposures, and (iii) those relating to foreign currency net investment exposures. Fair-value exposures relate to recognized assets or liabilities, and firm commitments; cash-flow exposures relate to the variability of future cash flows associated with recognized assets or liabilities, or forecasted transactions; and net investment exposures relate to the impact of foreign currency exchange rate changes on the carrying value of net assets denominated in foreign currencies.
When a derivative is executed and hedge accounting is appropriate, it is designated as either a fair-value hedge, cash-flow hedge, or a net investment hedge. Currently, Linde designates all interest-rate and treasury-rate locks as hedges for accounting purposes; however, cross-currency interest rate 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, then hedge accounting will be discontinued prospectively.
Counterparties to Linde's derivatives are major banking institutions with credit ratings of investment grade or better. The company has Credit Support Annexes ("CSAs") in place with their principal counterparties to minimize potential default risk and to mitigate counterparty risk. Under the CSAs, the fair values of derivatives for the purpose of interest rate and currency management are collateralized with cash on a regular basis. As of March 31, 2020, 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 March 31, 2020 and December 31, 2019 for consolidated subsidiaries:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
Notional Amounts
|
|
Assets (a)
|
|
Liabilities (a)
|
(Millions of dollars)
|
March 31,
2020
|
|
December 31,
2019
|
|
March 31,
2020
|
|
December 31,
2019
|
|
March 31,
2020
|
|
December 31,
2019
|
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
Currency contracts:
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet items
|
$
|
6,896
|
|
|
$
|
7,936
|
|
|
$
|
64
|
|
|
$
|
62
|
|
|
$
|
109
|
|
|
$
|
37
|
|
Forecasted transactions
|
580
|
|
|
748
|
|
|
16
|
|
|
14
|
|
|
32
|
|
|
15
|
|
Cross-currency interest rate swaps
|
994
|
|
|
1,029
|
|
|
102
|
|
|
35
|
|
|
44
|
|
|
40
|
|
Commodity contracts
|
N/A
|
|
|
N/A
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
Total
|
$
|
8,470
|
|
|
$
|
9,713
|
|
|
$
|
182
|
|
|
$
|
111
|
|
|
$
|
188
|
|
|
$
|
92
|
|
Derivatives Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
Currency contracts:
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet items
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Forecasted transactions
|
136
|
|
|
464
|
|
|
13
|
|
|
9
|
|
|
24
|
|
|
3
|
|
Commodity contracts
|
N/A
|
|
|
N/A
|
|
|
—
|
|
|
6
|
|
|
14
|
|
|
1
|
|
Interest rate swaps
|
1,865
|
|
|
1,908
|
|
|
51
|
|
|
39
|
|
|
—
|
|
|
—
|
|
Total Hedges
|
$
|
2,001
|
|
|
$
|
2,399
|
|
|
$
|
64
|
|
|
$
|
56
|
|
|
$
|
38
|
|
|
$
|
7
|
|
Total Derivatives
|
$
|
10,471
|
|
|
$
|
12,112
|
|
|
$
|
246
|
|
|
$
|
167
|
|
|
$
|
226
|
|
|
$
|
99
|
|
|
|
(a)
|
Current assets of $104 million are recorded in prepaid and other current assets; long-term assets of $142 million are recorded in other long-term assets; current liabilities of $167 million are recorded in other current liabilities; and long-term liabilities of $59 million are recorded in other long-term liabilities.
|
Balance Sheet Items
Foreign currency contracts related to balance sheet items consist of forward contracts entered into to manage the exposure to fluctuations in foreign-currency exchange rates on recorded balance sheet assets and liabilities denominated in currencies other than the functional currency of the related operating unit. Certain forward currency contracts are entered into to protect underlying monetary assets and liabilities denominated in foreign currencies from foreign exchange risk and are not designated as hedging instruments. For balance sheet items that are not designated as hedging instruments, the fair value adjustments on these contracts are offset by the fair value adjustments recorded on the underlying monetary assets and liabilities.
Forecasted Transactions
Foreign currency contracts related to forecasted transactions consist of forward contracts entered into to manage the exposure to fluctuations in foreign-currency exchange rates on (1) forecasted purchases of capital-related equipment and services, (2) forecasted sales, or (3) other forecasted cash flows denominated in currencies other than the functional currency of the related operating units. For forecasted transactions that are designated as cash flow hedges, fair value adjustments are recorded to accumulated other comprehensive income ("AOCI") with deferred amounts reclassified to earnings over the same time period as the income statement impact of the associated purchase. For forecasted transactions that do not qualify for cash flow hedging relationships, fair value adjustments are recorded directly to earnings.
Interest Rate/Cross-Currency Interest Rate Swaps
Cross-currency interest rate swaps are entered into to limit the foreign currency risk of future principal and interest cash flows associated with intercompany loans, and to a more limited extent bonds, denominated in non-functional currencies. The fair value adjustments on the cross-currency swaps are recorded to earnings, where they are offset by fair value adjustments on the underlying intercompany loan or bond.
Commodity Contracts
Commodity contracts are entered into to manage the exposure to fluctuations in commodity prices, which arise in the normal course of business from its procurement transactions. To reduce the extent of this risk, Linde enters into a limited number of electricity, natural gas, and propane gas derivatives. The fair value adjustments for the majority of these contracts are recorded to AOCI and are eventually offset by the income statement impact of the underlying commodity purchase.
Net Investment Hedge
As of March 31, 2020, Linde has a €1.2 billion ($1.4 billion) intercompany Euro-denominated credit facility loan which is designated as a hedge of the net investment position in its foreign operations. Since hedge inception, exchange rate movements have reduced the credit facility loan by $29 million, with the offsetting gain shown within the cumulative translation component of AOCI in the condensed consolidated balance sheets and the consolidated statements of comprehensive income.
Linde had previously designated Euro-denominated debt instruments as net investment hedges to reduce the company's exposure to changes in the currency exchange rate on investments in foreign subsidiaries with Euro functional currencies. Exchange rate movements of $206 million relating to the previously designated Euro-denominated debt incurred in the financial periods of 2019 and prior will remain in AOCI, until appropriate, such as upon sale or liquidation of the foreign operations at which time amounts will be reclassified to the consolidated statement of income. Exchange rate movements related to the Euro-denominated debt occurring after de-designation are shown in the consolidated statement of income.
Interest Rate Swaps
Linde uses interest rate swaps to hedge the exposure to changes in the fair value of financial assets and financial liabilities as a result of interest rate changes. These interest rate swaps effectively convert fixed-rate interest exposures to variable rates; fair value adjustments are recognized in earnings along with an equally offsetting charge/benefit to earnings for the changes in the fair value of the underlying financial asset or financial liability. The notional value of outstanding interest rate swaps of Linde with maturity dates from 2020 through 2028 was $1,865 million at March 31, 2020 and $1,908 million at December 31, 2019 (see Note 6 for further information).
Terminated Treasury Rate Locks
The unrecognized aggregated losses related to terminated treasury rate lock contracts on the underlying $500 million 3.00% fixed-rate notes that mature in 2021 and the $500 million 2.20% fixed-rate notes that mature in 2022 at March 31, 2020 and December 31, 2019 were $2 million (net of taxes of $1 million) and $2 million (net of taxes of $1 million), respectively. The unrecognized gains / (losses) for the treasury rate locks are shown in AOCI and are being recognized on a straight line basis to interest expense – net over the term of the underlying debt agreements.
Derivatives' Impact on Consolidated Statements of Income
The following table summarizes the impact of the company’s derivatives on the consolidated statements of income:
|
|
|
|
|
|
|
|
|
|
Amount of Pre-Tax Gain (Loss)
Recognized in Earnings *
|
|
Quarter Ended March 31,
|
(Millions of dollars)
|
2020
|
|
2019
|
Derivatives Not Designated as Hedging Instruments
|
|
|
|
Currency contracts:
|
|
|
|
Balance sheet items
|
|
|
|
Debt-related
|
$
|
(5
|
)
|
|
$
|
194
|
|
Other balance sheet items
|
(41
|
)
|
|
(2
|
)
|
Total
|
$
|
(46
|
)
|
|
$
|
192
|
|
* 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 generally recorded in the consolidated statements of income as other income (expenses)-net.
The amounts of gain or loss recognized in AOCI and reclassified to the consolidated statement of income was immaterial for the three months ended March 31, 2020. Net losses expected to be reclassified to earnings during the next twelve months are also not material.
The gains (losses) on net investment hedges are recorded as a component of AOCI within foreign currency translation adjustments in the condensed consolidated balance sheets and the condensed consolidated statements of comprehensive income. The gains (losses) on treasury rate locks are recorded as a component of AOCI within derivative instruments in the condensed consolidated balance sheets and the condensed consolidated statements of comprehensive income. The gains (losses) on net investment hedges are reclassified to earnings only when the related currency translation adjustments are required to be reclassified, usually upon sale or liquidation of the investment. The gains (losses) for interest rate contracts are reclassified to earnings as interest expense –net on a straight-line basis over the remaining maturity of the underlying debt.
6. Fair Value Disclosures
The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as follows:
Level 1 – quoted prices in active markets for identical assets or liabilities
Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table summarizes assets and liabilities measured at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
(Millions of dollars)
|
March 31,
2020
|
|
December 31,
2019
|
|
March 31,
2020
|
|
December 31,
2019
|
|
March 31,
2020
|
|
December 31,
2019
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
Derivative assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
246
|
|
|
$
|
167
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investments and securities*
|
19
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
28
|
|
Total
|
$
|
19
|
|
|
$
|
18
|
|
|
$
|
246
|
|
|
$
|
167
|
|
|
$
|
27
|
|
|
$
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
226
|
|
|
$
|
99
|
|
|
$
|
—
|
|
|
$
|
—
|
|
* Investments and securities are recorded in prepaid and other current assets and other long-term assets in the company's condensed consolidated balance sheets.
Level 1 investments and securities are marketable securities traded on an exchange. Level 2 investments are based on market prices obtained from independent brokers or determined using quantitative models that use as their basis readily observable market parameters that are actively quoted and can be validated through external sources, including third-party pricing services, brokers and market transactions. Level 3 investments and securities consist of a venture fund. For the valuation, Linde uses the net asset value received as part of the fund's quarterly reporting, which for the most part is not based on quoted prices in active markets. In order to reflect current market conditions, Linde proportionally adjusts these by observable market data (stock exchange prices) or current transaction prices.
The following table summarizes the changes in level 3 investments and securities for the three months ended March 31, 2020. Gains (losses) recognized in earnings are recorded to interest expense - net in the company's consolidated statements of income.
|
|
|
|
|
(Millions of dollars)
|
2020
|
Balance at January 1
|
$
|
28
|
|
Additions
|
—
|
|
Gains (losses) recognized in earnings
|
(1
|
)
|
Balance at March 31
|
$
|
27
|
|
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 either Level 1 or Level 2 of the fair value hierarchy depending on the trading volume of the issues and whether or not they are actively quoted in the market as opposed to traded through over-the-counter transactions. At March 31, 2020, the estimated fair value of Linde’s long-term debt portfolio was $12,200 million versus a carrying value of $12,027 million. At December 31, 2019, the estimated fair value of Linde’s long-term debt portfolio was $12,375 million versus a carrying value of $12,224 million. As Linde AG's assets and liabilities were measured at estimated fair value as of the merger date, differences between the carrying value and the fair value are insignificant; remaining differences are attributable to fluctuations in interest rates subsequent to when the debt was issued and relative to stated coupon rates.
7. Earnings Per Share – Linde plc Shareholders
Basic and diluted earnings per share is computed by dividing Income from continuing operations, Income from discontinued operations and Net income – Linde plc for the period by the weighted average number of either basic or diluted shares outstanding, as follows:
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31,
|
|
2020
|
|
2019
|
Numerator (Millions of dollars)
|
|
|
|
Income from continuing operations
|
$
|
571
|
|
|
$
|
435
|
|
Income from discontinued operations
|
2
|
|
|
82
|
|
Net Income – Linde plc
|
$
|
573
|
|
|
$
|
517
|
|
Denominator (Thousands of shares)
|
|
|
|
Weighted average shares outstanding
|
530,952
|
|
|
545,362
|
|
Shares earned and issuable under compensation plans
|
263
|
|
|
192
|
|
Weighted average shares used in basic earnings per share
|
531,215
|
|
|
545,554
|
|
Effect of dilutive securities
|
|
|
|
Stock options and awards
|
3,741
|
|
|
3,593
|
|
Weighted average shares used in diluted earnings per share
|
534,956
|
|
|
549,147
|
|
Basic earnings per share from continuing operations
|
$
|
1.07
|
|
|
$
|
0.80
|
|
Basic earnings per share from discontinued operations
|
—
|
|
|
0.15
|
|
Basic Earnings Per Share
|
$
|
1.07
|
|
|
$
|
0.95
|
|
Diluted earnings per share from continuing operations
|
$
|
1.07
|
|
|
$
|
0.79
|
|
Diluted earnings per share from discontinued operations
|
—
|
|
|
0.15
|
|
Diluted Earnings Per Share
|
$
|
1.07
|
|
|
$
|
0.94
|
|
There were no antidilutive shares for any period presented.
8. Retirement Programs
The components of net pension and postretirement benefits other than pensions (“OPEB”) costs for the quarters ended March 31, 2020 and 2019 are shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31,
|
|
Pensions
|
|
OPEB
|
(Millions of dollars)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Amount recognized in Operating Profit
|
|
|
|
|
|
|
|
Service cost
|
$
|
37
|
|
|
$
|
39
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Amount recognized in Net pension and OPEB cost (benefit), excluding service cost
|
|
|
|
|
|
|
|
Interest cost
|
52
|
|
|
68
|
|
|
1
|
|
|
2
|
|
Expected return on plan assets
|
(120
|
)
|
|
(119
|
)
|
|
—
|
|
|
—
|
|
Net amortization and deferral
|
23
|
|
|
14
|
|
|
(1
|
)
|
|
(1
|
)
|
Settlement charge (a)
|
—
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
14
|
|
|
—
|
|
|
1
|
|
Net periodic benefit cost
|
$
|
(8
|
)
|
|
$
|
53
|
|
|
$
|
1
|
|
|
$
|
2
|
|
(a) In the first quarter of 2019, benefits of $91 million were paid related to the settlement of a U.S. non-qualified plan that was triggered due to a change in control provision. Accordingly, Linde recorded a pension settlement charge of $51 million ($38 million after tax, or $0.07 per diluted share).
Linde estimates that 2020 required contributions to its pension plans will be in the range of $50 million to $80 million, of which $17 million have been made through March 31, 2020.
9. Commitments and Contingencies
Contingent Liabilities
Linde is subject to various lawsuits and government investigations that arise from time to time in the ordinary course of business. These actions are based upon alleged environmental, tax, antitrust and personal injury claims, among others. Linde has strong
defenses in these cases and intends to defend itself vigorously. It is possible that the company may incur losses in connection with some of these actions in excess of accrued liabilities. Management does not anticipate that in the aggregate such losses would have a material adverse effect on the company’s consolidated financial position or liquidity; however, it is possible that the final outcomes could have a significant impact on the company’s reported results of operations in any given period (see Note 19 to the consolidated financial statements of Linde's 2019 Annual Report on Form 10-K).
Significant matters are:
|
|
•
|
During May 2009, the Brazilian government published Law 11941/2009 instituting a new voluntary amnesty program (“Refis Program”) which allowed Brazilian companies to settle certain federal tax disputes at reduced amounts. During the 2009 third quarter, the company decided that it was economically beneficial to settle many of its outstanding federal tax disputes and such disputes were enrolled in the Refis Program, subject to final calculation and review by the Brazilian federal government. The company recorded estimated liabilities based on the terms of the Refis Program. Since 2009, Linde has been unable to reach final agreement on the calculations and initiated litigation against the government in an attempt to resolve certain items. Open issues relate to the following matters: (i) application of cash deposits and net operating loss carryforwards to satisfy obligations and (ii) the amount of tax reductions available under the Refis Program. It is difficult to estimate the timing of resolution of legal matters in Brazil.
|
|
|
•
|
At March 31, 2020 the most significant non-income and income tax claims in Brazil, after enrollment in the Refis Program, relate to state VAT tax matters and a federal income tax matter where the taxing authorities are challenging the tax rate that should be applied to income generated by a subsidiary company. The total estimated exposure relating to such claims, including interest and penalties, as appropriate, is approximately $200 million. Linde has not recorded any liabilities related to such claims based on management judgments, after considering judgments and opinions of outside counsel. Because litigation in Brazil historically takes many years to resolve, it is very difficult to estimate the timing of resolution of these matters; however, it is possible that certain of these matters may be resolved within the near term. The company is vigorously defending against the proceedings.
|
|
|
•
|
On September 1, 2010, CADE (Brazilian Administrative Council for Economic Defense) announced alleged anticompetitive activity on the part of five industrial gas companies in Brazil and imposed fines. Originally, CADE imposed a civil fine of R$2.2 billion Brazilian reais ($422 million) on White Martins, the Brazil-based subsidiary of Praxair, Inc. The fine was reduced to R$1.7 billion Brazilian reais ($326 million) due to a calculation error made by CADE. The fine against White Martins was overturned by the Ninth Federal Court of Brasilia. CADE appealed this decision, and the Federal Court of Appeals rejected CADE's appeal and confirmed the decision of the Ninth Federal Court of Brasilia. CADE may appeal to the Superior Court of Justice.
|
Similarly, on September 1, 2010, CADE imposed a civil fine of R$237 million Brazilian reais ($46 million) on Linde Gases Ltda., the former Brazil-based subsidiary of Linde AG, which was divested to MG Industries GmbH on March 1, 2019 and with respect to which Linde provided a contractual indemnity. The fine was reduced to R$188 million Brazilian reais ($36 million) due to a calculation error made by CADE. The fine against Linde Gases Ltda. was overturned by the Seventh Federal Court in Brasilia. CADE appealed this decision, and the Federal Court of Appeals rejected CADE's appeal and confirmed the decision of the Seventh Federal Court of Brasilia. CADE filed an appeal with the Superior Court of Justice, and a final decision is pending.
Linde has strong defenses and is confident that it will prevail on appeal and have the fines overturned. Linde strongly believes that the allegations of anticompetitive activity against our current and former Brazilian subsidiaries are not supported by valid and sufficient evidence. Linde believes that this decision will not stand up to judicial review and deems the possibility of cash outflows to be extremely unlikely. As a result, no reserves have been recorded as management does not believe that a loss from this case is probable.
|
|
•
|
On and after April 23, 2019 former shareholders of Linde AG filed appraisal proceedings at the District Court (Landgericht) Munich I (Germany), seeking an increase of the cash consideration paid in connection with the previously completed cash merger squeeze-out of all of Linde AG’s minority shareholders for €189.46 per share. Any such increase would apply to all 14,763,113 Linde AG shares that were outstanding on April 8, 2019, when the cash merger squeeze-out was completed. The period for plaintiffs to file claims expired on July 9, 2019. The company believes the consideration paid was fair and that the claims lack merit, and no reserve has been established. We cannot estimate the timing of resolution.
|
10. Segments
For a description of Linde plc's operating segments, refer to Note 20 to the consolidated financial statements on Linde plc's 2019 Annual Report on Form 10-K.
The table below presents sales and operating profit information about reportable segments and Other for the quarters ended March 31, 2020 and 2019.
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31,
|
(Millions of dollars)
|
2020
|
|
2019
|
SALES(a)
|
|
|
|
Americas
|
$
|
2,677
|
|
|
$
|
2,702
|
|
EMEA
|
1,633
|
|
|
1,682
|
|
APAC
|
1,336
|
|
|
1,427
|
|
Engineering
|
608
|
|
|
636
|
|
Other
|
485
|
|
|
467
|
|
Total segment sales
|
$
|
6,739
|
|
|
$
|
6,914
|
|
Merger-related divestitures
|
—
|
|
|
30
|
|
Total sales
|
$
|
6,739
|
|
|
$
|
6,944
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31,
|
(Millions of dollars)
|
2020
|
|
2019
|
SEGMENT OPERATING PROFIT
|
|
|
|
Americas
|
$
|
661
|
|
|
$
|
584
|
|
EMEA
|
355
|
|
|
347
|
|
APAC
|
281
|
|
|
273
|
|
Engineering
|
91
|
|
|
78
|
|
Other
|
(36
|
)
|
|
(60
|
)
|
Segment operating profit
|
1,352
|
|
|
1,222
|
|
Cost reduction programs and other charges (Note 2)
|
(131
|
)
|
|
(89
|
)
|
Merger-related divestitures
|
—
|
|
|
7
|
|
Purchase accounting impacts - Linde AG
|
(488
|
)
|
|
(531
|
)
|
Total operating profit
|
$
|
733
|
|
|
$
|
609
|
|
|
|
(a)
|
Sales reflect external sales only. Intersegment sales, primarily from Engineering to the industrial gases segments, were not material.
|
11. Equity
Equity
A summary of the changes in total equity for the three months ended March 31, 2020 and 2019 is provided below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
(Millions of dollars)
|
2020
|
|
2019
|
Activity
|
Linde plc
Shareholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
|
Linde plc
Shareholders’
Equity
|
|
Noncontrolling
Interests (a)
|
|
Total
Equity
|
Balance, beginning of period (a)
|
$
|
49,074
|
|
|
$
|
2,448
|
|
|
$
|
51,522
|
|
|
$
|
51,596
|
|
|
$
|
5,484
|
|
|
$
|
57,080
|
|
Net income (b)
|
573
|
|
|
35
|
|
|
608
|
|
|
517
|
|
|
36
|
|
|
553
|
|
Other comprehensive income (loss)
|
(2,574
|
)
|
|
(106
|
)
|
|
(2,680
|
)
|
|
221
|
|
|
(67
|
)
|
|
154
|
|
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
Additions (reductions)
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
8
|
|
|
8
|
|
Dividends and other capital changes
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
Redemption value adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Dividends to Linde plc ordinary share holders ($0.963 per share in 2020 and $0.875 per share in 2019)
|
(511
|
)
|
|
—
|
|
|
(511
|
)
|
|
(477
|
)
|
|
—
|
|
|
(477
|
)
|
Issuances of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
For the dividend reinvestment and stock purchase plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
For employee savings and incentive plans
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
|
6
|
|
|
—
|
|
|
6
|
|
Purchases of common stock
|
(1,811
|
)
|
|
—
|
|
|
(1,811
|
)
|
|
(704
|
)
|
|
—
|
|
|
(704
|
)
|
Share-based compensation
|
43
|
|
|
—
|
|
|
43
|
|
|
16
|
|
|
—
|
|
|
16
|
|
Balance, end of period
|
$
|
44,776
|
|
|
$
|
2,375
|
|
|
$
|
47,151
|
|
|
$
|
51,175
|
|
|
$
|
5,457
|
|
|
$
|
56,632
|
|
(a) As of the beginning of the three months ended March 31, 2019, noncontrolling interests included approximately $3.2 billion relating to the 8% of Linde AG shares which were not tendered in the Exchange Offer and were the subject of a cash-merger squeeze-out completed on April 8, 2019.
(b) Net income for noncontrolling interests excludes net income related to redeemable noncontrolling interests which is not significant for both the three months ended March 31, 2020 and March 31, 2019 which is not part of total equity.
The components of AOCI are as follows:
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
December 31,
|
(Millions of dollars)
|
2020
|
|
2019
|
Cumulative translation adjustment - net of taxes:
|
|
|
|
Americas
|
$
|
(4,090
|
)
|
|
$
|
(3,357
|
)
|
EMEA
|
(1,311
|
)
|
|
(136
|
)
|
APAC
|
(966
|
)
|
|
(140
|
)
|
Engineering
|
(122
|
)
|
|
(29
|
)
|
Other
|
500
|
|
|
282
|
|
|
(5,989
|
)
|
|
(3,380
|
)
|
Derivatives - net of taxes
|
(57
|
)
|
|
(27
|
)
|
Pension / OPEB funded status obligation (net of $431 million and $446 million tax benefit in March 31, 2020 and December 31, 2019, respectively)
|
(1,342
|
)
|
|
(1,407
|
)
|
|
$
|
(7,388
|
)
|
|
$
|
(4,814
|
)
|
12. Revenue Recognition
Revenue is accounted for in accordance with ASC 606. Revenue is recognized as control of goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled to receive in exchange for the goods or services.
Contracts with Customers
Approximately 83% of Linde's consolidated sales are generated from industrial gases and related products in three geographic segments (Americas, APAC, and EMEA) and the remaining 17% is related primarily to the Engineering segment, and to a lesser extent Other (see Note 10 for operating segment details). Linde serves a diverse group of industries including healthcare, petroleum refining, energy, manufacturing, food, beverage carbonation, fiber-optics, steel making, aerospace, chemicals and water treatment.
Industrial Gases
Within each of the company’s geographic segments for industrial gases, there are three basic distribution methods: (i) on-site or tonnage; (ii) merchant or bulk liquid; and (iii) packaged or cylinder gases. The distribution method used by Linde to supply a customer is determined by many factors, including the customer’s volume requirements and location. The distribution method generally determines the contract terms with the customer and, accordingly, the revenue recognition accounting practices. Linde's primary products in its industrial gases business are atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases (carbon dioxide, helium, hydrogen, electronic gases, specialty gases, acetylene). These products are generally sold through one of the three distribution methods.
Following is a description of each of the three industrial gases distribution methods and the respective revenue recognition policies:
On-site. Customers that require the largest volumes of product and that have a relatively constant demand pattern are supplied by cryogenic and process gas on-site plants. Linde constructs plants on or adjacent to these customers’ sites and supplies the product directly to customers by pipeline. Where there are large concentrations of customers, a single pipeline may be connected to several plants and customers. On-site product supply contracts generally are total requirement contracts with terms typically ranging from 10-20 years and contain minimum purchase requirements and price escalation provisions. Many of the cryogenic on-site plants also produce liquid products for the merchant market. Therefore, plants are typically not dedicated to a single customer. Additionally, Linde is responsible for the design, construction, operations and maintenance of the plants and our customers typically have no involvement in these activities. Advanced air separation processes also allow on-site delivery to customers with smaller volume requirements.
The company’s performance obligations related to on-site customers are satisfied over time as customers receive and obtain control of the product. Linde has elected to apply the practical expedient for measuring progress towards the completion of a performance obligation and recognizes revenue as the company has the right to invoice each customer, which generally corresponds with product delivery. Accordingly, revenue is recognized when product is delivered to the customer and the company has the right to invoice the customer in accordance with the contract terms. Consideration in these contracts is generally based on pricing which fluctuates with various price indices. Variable components of consideration exist within on-site contracts but are considered constrained.
Merchant. Merchant deliveries generally are made from Linde's plants by tanker trucks to storage containers at the customer's site. Due to the relatively high distribution cost, merchant oxygen and nitrogen generally have a relatively small distribution radius from the plants at which they are produced. Merchant argon, hydrogen and helium can be shipped much longer distances. The customer agreements used in the merchant business are usually three-to seven-year supply agreements based on the requirements of the customer. These contracts generally do not contain minimum purchase requirements or volume commitments.
The company’s performance obligations related to merchant customers are generally satisfied at a point in time as the customers receive and obtain control of the product. Revenue is recognized when product is delivered to the customer and the company has the right to invoice the customer in accordance with the contract terms. Any variable components of consideration within merchant contracts are constrained however this consideration is not significant.
Packaged Gases. Customers requiring small volumes are supplied products in containers called cylinders, under medium to high pressure. Linde distributes merchant gases from its production plants to company-owned cylinder filling plants where cylinders are then filled for distribution to customers. Cylinders may be delivered to the customer’s site or picked up by the customer at a packaging facility or retail store. Linde invoices the customer for the industrial gases and the use of the cylinder container(s). The company also sells hardgoods and welding equipment purchased from independent manufacturers. Packaged gases are generally sold under one to three-year supply contracts and purchase orders and do not contain minimum purchase requirements or volume commitments.
The company’s performance obligations related to packaged gases are satisfied at a point in time. Accordingly, revenue is recognized when product is delivered to the customer or when the customer picks up product from a packaged gas facility or retail store, and the company has the right to payment from the customer in accordance with the contract terms. Any variable consideration is
constrained and will be recognized when the uncertainty related to the consideration is resolved.
Linde Engineering
The company designs and manufactures equipment for air separation and other industrial gas applications manufactured specifically for end customers. Sale of equipment contracts are generally comprised of a single performance obligation. Revenue from sale of equipment is generally recognized over time as Linde has an enforceable right to payment for performance completed to date and performance does not create an asset with alternative use. For contracts recognized over time, revenue is recognized primarily using a cost incurred input method. Costs incurred to date relative to total estimated costs at completion are used to measure progress toward satisfying performance obligations. Costs incurred include material, labor, and overhead costs and represent work contributing and proportionate to the transfer of control to the customer. Contract modifications are typically accounted for as part of the existing contract and are recognized as a cumulative adjustment for the inception-to-date effect of such change.
Contract Assets and Liabilities
Contract assets and liabilities result from differences in timing of revenue recognition and customer invoicing. Contract assets primarily relate to sale of equipment contracts for which revenue is recognized over time. The balance represents unbilled revenue which occurs when revenue recognized under the measure of progress exceeds amounts invoiced to customers. Customer invoices may be based on the passage of time, the achievement of certain contractual milestones or a combination of both criteria. Contract liabilities include advance payments or right to consideration prior to performance under the contract. Contract liabilities are recognized as revenue as performance obligations are satisfied under contract terms. Linde has contract assets of $311 million and $368 million at March 31, 2020 and December 31, 2019, respectively. Total contract liabilities are $2,233 million at March 31, 2020 (current of $1,854 million and $379 million within other long-term liabilities in the condensed consolidated balance sheets). Total contract liabilities were $2,106 million at December 31, 2019 (current contract liabilities of $1,758 million, classified as deferred income within other current liabilities and $348 million in other long-term liabilities in the condensed consolidated balance sheets). Revenue recognized for the three months ended March 31, 2020 that was included in the contract liability at December 31, 2019 was $300 million. Contract assets and liabilities primarily relate to the Linde Engineering business.
Payment 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. Contract asset and liability balances and the changes in these balances are not material. Amounts billed for sales and use taxes, value-added taxes, and certain excise and other specific transactional taxes imposed on revenue producing transactions are presented on a net basis and are not included in sales within the consolidated statement of income. Additionally, sales returns and allowances are not a normal practice in the industry and are not significant.
Disaggregated Revenue Information
As described above and in Note 20 to Linde's 2019 Form 10-K, the company manages its industrial gases business on a geographic basis, while the Engineering and Other businesses are generally managed on a global basis. Furthermore, the company believes that reporting sales by distribution method by reportable geographic segment best illustrates the nature, timing, type of customer, and contract terms for its revenues, including terms and pricing.
The following tables show sales by distribution method at the consolidated level and for each reportable segment and Other for the quarters ended March 31, 2020 and March 31, 2019.
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(Millions of dollars)
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Quarter Ended March 31, 2020
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Sales
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Americas
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EMEA
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APAC
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Engineering
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Other
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Total
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%
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Merchant
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$
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726
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$
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470
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$
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459
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$
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—
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$
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47
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$
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1,702
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25
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%
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On-Site
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650
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343
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492
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—
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—
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1,485
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22
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%
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Packaged Gas
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1,275
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811
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360
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—
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5
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2,451
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36
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%
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Other
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26
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9
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25
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608
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433
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1,101
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17
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%
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$
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2,677
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$
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1,633
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$
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1,336
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$
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608
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$
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485
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$
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6,739
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100
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%
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(Millions of dollars)
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Quarter Ended March 31, 2019
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Sales
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Americas
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EMEA
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APAC
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Engineering
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Other (a)
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Total
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%
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Merchant
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$
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703
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$
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427
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$
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497
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$
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—
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$
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31
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$
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1,658
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24
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%
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On-Site
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702
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377
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511
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—
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—
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1,590
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23
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%
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Packaged Gas
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1,285
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874
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387
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—
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—
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2,546
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37
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%
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Other
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12
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4
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32
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636
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466
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1,150
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16
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%
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Total
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$
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2,702
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$
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1,682
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$
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1,427
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$
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636
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$
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497
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$
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6,944
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100
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%
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(a) Other/Other includes $30 million of merger-related divestitures that have been excluded from segment sales.
Remaining Performance Obligations
As described above, Linde's contracts with on-site customers are under long-term supply arrangements which generally require the customer to purchase their requirements from Linde and also have minimum purchase requirements. The company estimates the consideration related to minimum purchase requirements is approximately $46 billion. This amount excludes all sales above minimum purchase requirements, which can be significant depending on customer needs. In the future, actual amounts will be different due to impacts from several factors, many of which are beyond the company’s control including, but not limited to, timing of newly signed, terminated and renewed contracts, inflationary price escalations, currency exchange rates, and pass-through costs related to natural gas and electricity. The actual duration of long-term supply contracts ranges up to twenty years. The company estimates that approximately half of the revenue related to minimum purchase requirements will be earned in the next five years and the remaining thereafter.
13. Merger-related Divestitures
As described in Note 4 of Linde plc's Annual Report on Form 10-K, as a condition of the European Commission ("EC"), the U.S. Department of Justice ("DOJ"), and other governmental regulatory authorities approval of the merger, Linde plc, Praxair and Linde AG were required to divest several businesses, including the following transactions that were completed in 2019 and 2020:
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On March 1, 2019, Linde completed the sale of the majority of Linde AG’s industrial gases business in North America and certain industrial gases business activities of Linde AG's in South America for approximately $2.9 billion in net cash consideration after purchase price adjustments for certain items relating to assets and liabilities of the sold businesses. In addition, divestitures include approximately $0.5 billion of proceeds for incremental plant sales within the Americas under other agreements.
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On April 30, 2019, Linde completed the sale of selected assets of Linde Korea with a sale price of $1.2 billion.
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On July 12, 2019, Linde completed the sale of select assets of Praxair India with a sale price of $218 million and resulted in a gain of $164 million recognized in "Net gain on sale of businesses" in the consolidated statement of income.
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On December 16, 2019, Linde completed the sale of select assets of Linde India with a sale price of $193 million.
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In March 2020, Linde completed the sale of select assets of Linde China with a sale price of $98 million.
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